The URL can be used to link to this page

Home My WebLink About100692 CC AgendaAGENDA TEMECULA CITY COUNCIL A REGULAR MEETING TEMECULA COMMUNITY CENTER - 28816 PUJOL STREET OCTOBER 6, 1992 - 7:00 PM At approximately 9:45 PM, the City Council will determine which of the remaining agenda items can be considered and acted upon prior to 10:00 PM and may continue all other items on which additional time is required until a future meeting. All meetings are scheduled to end at 10:00 PM Next in Order: Ordinance: No. 92-15 Resolution: No. 92-74 CALL TO ORDER: Mayor Patricia H. Birdsall presiding Invocation Pastor Ron Wikert, Sunridge Community Church Flag Salute Jr. Girl Scout Troop 785, Kathi Miller, Leader ROLL CALL: Lindemans, Moore, Mu~oz, Parks, Birdsall PRESENTATIONS/ PROCLAMATIONS Presentation of Certificate of Achievement for Excellence in Financial Reporting - Presentation by Mary Jane Henry PUBLIC FORUM This is a portion of the City Council meeting unique to the City of Temecula. At the meeting held on the second Tuesday of each month, the City Council will devote a period of time (not to exceed 30 minutes) for the purpose of providing the public with an opportunity to discuss topics of interest with the Council. The members of the City Council will respond to questions and may give direction to City staff. The Council is prohibited, by the provisions of the Brown Act, from taking any official action on any matter which is not on the agenda. If you desire to speak on any matter which is not listed on the agenda, a pink "Requestto Speak" form should be filled out and filed with the City Clerk. For all other agenda items a "Request to Speak" form must be filed with the City Clerk beforq the Council gets to that item. There is a five (5) minute time limit for individual speakers. ~' 21egerde/t00892 1 10/01/92 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. CONSENT CALENDAR 3 4 Standard Ordinance Adootion Procedure RECOMMENDATION 1.1 Motion to waive the reading of the text of all ordinances and resolutions included in the agenda. Minutes RECOMMENDATION: 2.1 Approve the Minutes of September 22, 1992 Resolution ADorovina List of Demands RECOMMENDATION: 3.1 Adopt a resolution entitled: RESOLUTION NO. 92- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A Breathina SuoDort Vehicle Lease RECOMMENDATION: 4.1 Approve a Lease with the County of Riverside for the Breathing Support Vehicle and authorize the Mayor and the City Clerk to execute the lease. 2legendall 00682 2 08130/92 5 Resolution ADDroving the Issuance of RedeveloDment Aaencv Bonds 6 RECOMMENDATION: 5.1 Adopt a resolution entitled: RESOLUTION NO. 92- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE ISSUANCE BY THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA OF NOT TO EXCEED $25,000,000 OF ITS 1992 TAX ALLOCATION BONDS, SERIES A, AUTHORIZING THE EXECUTION AND DELIVERY OF A COOPERATION AGREEMENT, AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH Award of Professional Services Contract for Land Survevino on the Community Recreation Center RECOMMENDATION: 6.1 Award a Professional Services Contract in the amount of $38,450 to NBS/Lowry for land surveying services on the Community Recreation Center Project (92-029), and authorize the Mayor and the City Clerk to execute the agreement. Award of Professional Services Contract for Geotechnical Soils Testing Services on the Community Recreation Center RECOMMENDATION: 7.1 Award a Professional Services Contract in the amount of $25,099.00 to Leighton and Associates, Inc. for geotechnical soils testing services on the Community Recreation Center (Project PW 92-029), and authorize the Mayor and the City Clerk to execute the agreement. 8 ADDrOVal Of Final Parcel MaD No, 22629 RECOMMENDATION: 8.1 Approve Final Parcel Map No. 22629, subject to the Conditions of Approval. 8.2 Approve an agreement for property lien, in lieu of using faithful performance and labor and materials bonds and authorize the Mayor and the City Clerk to execute the agreement. 21egefld~/100692 3 09130/12 9 ADoroval of Revised VestinQ Final Tract MaD No. 23143-1 RECOMMENDATION: 9.1 Approve revised Vesting Final Tract Map No. 23143-1, subject to the Conditions of Approval. 10 Acauisition of Park View Property Located North of Pauba Road between Maraarita and Ynez Road and adjacent to the Rancho California Sports Park RECOMMENDATION: 10.1 Approve the acquisition of the Park View property located north of Pauba Road between Margarita and Ynez Road and adjacent to the Rancho California Sports Park at the price of $1,650,000.00, with 30% down, and the Seller (Kemper) to take back a Note at prime interest plus 1%, amortized over 30 years, and payable in 5 years. 10.2 Authorize the Mayor to sign the Acquisition Agreement, in substantially the attached form, subject to the approval of the City Manager and the City Attorney as to the final form of the Agreement. 10.3 Appropriate $1,655,000 (acquisition price plus closing costs) in the development impact fund from unreserved fund balance. 10.4 Adopt a resolution entitled: RESOLUTION NO. 92- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING CERTAIN FINDINGS REGARDING CITY EXPENDITURES IN CONNECTION WITH THE ACQUISITION OF CERTAIN PROPERTY LOCATED IN TEMECULA NORTH OF PAUBA ROAD BETWEEN MARGARITA AND YNEZ ROADS, ADJACENT TO THE RANCHO CALIFORNIA SPORTS PARK 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. 2/ragends/1008912 4 08130/92 11 12 Ordinance Regulatina Temoorarv Signs RECOMMENDATION: 11.1 Introduce and read by title only, an ordinance entitled: ORDINANCE NO. 92- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING PORTIONS OF ORDINANCE NO. 348 PERTAINING TO THE REGULATION OF TEMPORARY SIGNS 11.2 Adopt a resolution entitled: RESOLUTION NO. 92- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLISHING A FEE FOR THE PROCESSING OF PERMITS FOR TEMPORARY SIGNS Source Reduction and Recvclina Element (SRRE), Household Hazardous Waste Element (HHWE) and Proposed Neaative Declaration RECOMMENDATION: 12.1 Approve the Preliminary Source Reduction and Recycling Element, Household Hazardous Waste Element and Proposed Negative Declaration 12.2 Direct staff to incorporate all comments and prepare the Final Source Reduction and Recycling Element, Household Hazardous Waste Element and Negative Declaration. COUNCIL BUSINESS 13 Transfer of Jones Intercable Franchise to Inland Cable TV RECOMMENDATION: 13.1 The staff report will be forwarded under separate cover. · 2legendell 00692 6 09/30/t2 14 15 Discussion of Development Plans for Pechanaa Indian Reservation (Continued from the meeting of September 22, 1992) RECOMMENDATION: 14.1 The staff report will be forwarded under separate cover. Discussion of Float Participation for Riverside County 100th Birthday Celebration (Continued from the meeting of September 22, 1992) RECOMMENDATION: 15.1 Direct the Community Services Department to use its volunteer resources to enter a float representing the City of Temecula in the Riverside County Centennial Parade on May 8, 1993. CITY MANAGER REPORT CITY ATTORNEY REPORT CITY COUNCIL REPORTS ADJOURNMENT Next regular meeting: October 27, 1992, 7:00 PM, Temecula Community Center, 28816 Pujol Street, Temecula, California 21agendd100692 6 0g/30/12 TEMEOULA 00MMUNITY SERVICES DISTRIOT MEETING - (To be held 8t 8:00) CALL TO ORDER: ROLL CALL: PUBLIC COMMENT: President Ronald J. Parks DIRECTORS: Birdsall, Lindemans, Moore, Mu~oz, Parks 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 I Minutes RECOMMENDATION: 1.1 Approve the minutes of September 22, 1992 2 Resolution Exoeditina Tax-exemot Financing for the Community Services District RECOMMENDATION: 2.1 Adopt a resolutidn entitled: RESOLUTION NO. CSD 92- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT AUTHORIZING THE PREPARATION, SALE AND DELIVERY OF NOT TO EXCEED $6,000,000 CERTIFICATES OF PARTICIPATION (COMMUNITY RECREATION CENTER PROJECT), SERIES 1992, AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, AN INSTALLMENT PURCHASE AGREEMENT AND A CERTIFICATE PURCHASE CONTRACT, APPROVING THE FORM OF OFFICIAL STATEMENT, AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH , 21ageride/100892 7 O9130/92 DISTRICT BUSINESS 3 Master Plan Aooroval - Loma Linda Park Site RECOMMENDATION: 3.1 Approve the master plan for the Loam Linda Park Site; 3.2 Award contract to Lewis Valley Contractors, Inc. for $24,920 to provide site grading and install concrete walking paths subject to receipt of title policy for the park site; 3.3 Award contract to Mentone Turf Supply for $57,000 to install an irrigation system for the site subject to receipt of title policy for the park site. GENERAL MANAGERS REPORT - Dixon DIRECTOR OF COMMUNITY SERVICES REPORT - Nelson BOARD OF DIRECTORS REPORTS ADJOURNMENT: Next regular meeting October 27, 1992, 8:00 PM, Temecula Community Center, 28816 Pujol Street, Temecula, California 2legendall 00692 8 09130/~2 TEMECULA REDEVELOPMENT AGENCY MEETING -' '! CALL TO ORDER: Chairperson J. Sal Mur~oz presiding ROLL CALL: AGENCY MEMBERS: Birdsall, Lindemans, Moore, Parks, Mu~oz PUBLIC COMMENT: Anyone wishing to address the Redevelopment Agency, 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. AGENCY BUSINESS 2 Minutes RECOMMENDATION: 1.1 Approve the minutes of September 22, 1992. Resolution Expediting Tax-exempt Financing for the Community Services District RECOMMENDATION: 2.1 Adopt a resolution entitled: RESOLUTION NO. RDA 92- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THE ISSUANCE OF NOT TO EXCEED $25,000,000 OF ITS 1992 TAX ALLOCATION BONDS, SERIES A, AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE AND A COOPERATION AGREEMENT, AUTHORIZING THE PUBLICATION OF A NOTICE OF SALE, APPROVING THE FORM OF OFFICIAL STATEMENT AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH EXECUTIVE DIRECTOR'S REPORT AGENCY MEMBER'S REPORTS ADJOURNMENT: Next regular meeting October 27, 1992, 8:00 PM, Temecula Community Center, 28816 Pujol Street, Temecula, California 011/30/12 21e~endd1006e2 TEMECULA PUBLIC FACILITIES FINANCING CORPORATION CALLTO ORDER: ROLL CALL: NEW BUSINESS 2 3 Mayor Patricia Birdsall presiding Board of Directors: Birdsall, Lindemans, Moore, Parks, Mu~oz Report of the IncorDorator (Oral presentation by Kenneth C. Lind, Brown and Wood) 4 Report of Special Counsel on Certificates of Particioation Financina (Oral report by Kenneth C. Lind) Ratification of Bylaws Election of Officers of the Temecula Public Financino Corporation RECOMMENDATION: 4.1 4.2 4.3 4.4 Elect a member of the Board of Directors (being composed of the members of the Temecula City Council) to serve as the President. Elect a member of the Board of Directors to serve as the Vice President. Elect a Secretary to serve as the Corporate Secretary. Elect a Treasurer to serve as the Chief Financial Officer. 21ege. Rdsl I OO692 10 oe130192 5 Resolution Expediting Tax-exemot Financing for the Community Services District RECOMMENDATION: 5.1 Adopt a resolution entitled: RESOLUTION NO. PFFC 92- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FACILITIES FINANCING CORPORATION AUTHORIZING THE PREPARATION, SALE AND DELIVERY OF NOT TO EXCEED $6,000,000 CERTIFICATES OF PARTICIPATION (COMMUNITY RECREATION CENTER PROJECT), SERIES 1992, AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, AN INSTALLMENT PURCHASE AGREEMENT, AN ASSIGNMENT AGREEMENT AND A CERTIFICATE PURCHASE CONTRACT, APPROVING A FORM OF OFFICIAL STATEMENT, AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH. 6 AODliCatiOn for Tax-exempt Status 7 Appointment of Special Counsel OTHER BUSINESS PUBLIC COMMENT: Anyone wishing to address the Board of Directors, should. present a completed pink "Request to Speak" to the Corporate Secretary. When you are called to speak, please come forward and state your name and address for the record. ADJOURNMENT 2legends/100862 11 09/30/92 ITEM 1 ITEM 2 MINUTES OF A REGULAR MEETING OF THE TEMECULA CITY COUNCIL HELD SEPTEMBER 22, 1992 A regular meeting of the Temecula City Council was called to order at 6:32 P.M. in the Main Conference Room of the Temecula community Center, 28818 Pujol Street, Temecula, California. Mayor Patricia H. Birdsall presiding. PRESENT: 5 COUNCILMEMBERS: Lindemans, Moore, Mufloz, Parks, Birdsall ABSENT: 0 COUNCILMEMBERS: None Also present were City Manager David Dixon, City Attorney Scott C. Field, and City Clerk June Greek. EXECUTIVE SFSSION Mayor Birdsall adjourned the meeting to an Executive Session pursuant to Government Code Section 54956.8 regarding acquisition of real property located on Pauba Road east of Ynez and adjoining the Rancho California sports Park (Property Owner-Kemper Real Estate Group) and the Southeast Corner of Overland Drive and Jefferson Street, (Property Owner-Donald Coop) and Section 54956.9(a) in the matter of the San Bernardino Audubon Society vs. the City of Moreno Valley. The meeting was reconvened in regular session at 7:00 PM in the Main Hall of the Community Center with all Councilmembers present. INVOCATION The invocation was given by Pastor Gary Nelson, Calvary Chapel of Temecula. PLEDGE OF ALLEGIANCE The audience was led in the piedge of allegiance by Councilmember Parks. PRES;NTATION/ PROCLAMATIONS Mayor Birdsall proclaimed the month of October to be Golden Harvest Month. Bill Harker accepted the Proclamation on behalf of the Temecula Town Association and thanked all the volunteers for their efforts in preparation for Golden Harvest Month. ~ Min~092292 -1 - 09/30/92 Ciw Council Minutes September 22, 1992 Mayor Birdsall proclaimed the week of September 20 - 26, 1992 to be Temecula Toastmasters International Week. Bill Cortes accepted the proclamation and invited the public to attend a Toastmasters area speech contest on September 26, 1992 at the Heritage Mobile Home Park. Mayor Birdsall proclaimed the week of September 27 - October 3, 1992 to be Minority Enterprise Development Week. Scott Field advised that during closed session the City Council voted to accept the offer of the Riverside Habitat Conservation Agency in the case of San Bernadino Audobon Society vs. the City of Moreno Valley. PUBLIC COMMENTS John Dedovesh, 39450 Long Ridge Drive, Temecula, expressed his opposition to two proposed outdoor V-type advertising signs by Adams Advertising which were denied by the Planning Commission on September 21, 1992. Chris Martinelli, 30255 Corte Cantania, Temecula, expressed concern for the equitable · placement of higher density housing in the General Plan. Elizabeth Agan, 31833 Vineyard Avenue, Temecula, requested the Council's support for rezoning to allow purebred potbellied pigs in certain residential zones. CONSENT CALENDAR Mayor Pro Tem Lindemans asked the status of the Fire Departments Breathing Support Unit vehicle. Fire Chief Jim Wright advised that Station 73 has taken delivery of the vehicle, which was recently displayed at International Fire Chief's Convention in Anaheim. The vehicle is currently with the manufacturer for warranty work. Councilmember Mu~oz requested Item No. 7 be removed from Consent Calendar. It was moved by Councilmember Moore, seconded by Councilmember Parks to approve Consent Calendar Items No. 1 - 6 and No. 8. The motion carried as follows: AYES: 5 COUNCILMEMBERS: Lindemans, Moore, Muf~oz, Parks, Birdsall NOES: 0 COUNCILMEMBERS: None ABSENT: 0 COUNCILMEMBERS: None Min~092292 -2- 09129/92 '- Ciw Council Minutes 1. SeoteO~ber 92, 1992 Standard Ordinance Adoption Procedure 1.1 Waive the reading of the text of all ordinances and resolutions included in the agenda. 2. Minutes 2.1 Approve the minutes of September 3, 1992. 2.2 Approve the minutes of September 8, 1992. 2.3 Approve the minutes of September 9, 1992. 3. Resolution ADDrOving List of Demands 3.1 Adopt a resolution entitled: RESOLUTION NO. 92-71 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A City Treasurer's RePort as of July 31.1992 4.1 Receive and file report. Establishment of Temecula Public Facilities FinancinQ COrPoratiOn 5.1 Adopt a resolution entitled: RESOLUTION NO. 92-14 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE FORMATION OF THE TEMECULA PUBLIC FACILITIES FINANCING CORPORATION AND APPOINTING THE INITIAL DIRECTORS THEREOF DeveloPment AQreement No. 26, Tentative Tract MaD No. 23143. Amendment N0. 5 6.1 Recognize the applicability of Development Agreement No. 26 to Tentative Tract Map No. 23143, Amendment No. 5. ~ Min%092292 -3- 09129/92 City Council Minutes Sentember 22. 1992 SECOND READING OF ORDINANCES 8. Second Readinq of Ordinance Reducina Soeed Limit on Pauba Road 8.1 Adopt an ordinance entitled: ORDINANCE NO. 92- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING SECTION 12.02.010 |D| OF THE TEMECULA MUNICIPAL CODE REDUCING PRIMA FACIE SPEED LIMITS ON PAUBA ROAD BETWEEN YNEZ ROAD AND MEADOWS PARKWAY Contract ChanQe Order No. 002-PW 92-01 Street and Sidewalk Imorovements at Various Schools Councilmember Mu~oz questioned whether the City would be requesting reimbursement from the School District for some of the improvements. City Manager David Dixon advised that the City has applied for grant funds to be applied toward the improvements, however he does not feel the School District will assist with funding them. Councilmember Mu~oz stated that he feels the City should propose that the School District assist in the funding for the improvements. Mayor Pro Tem Lindemans concurred with Councilmember Mur~oz and moved to approve staff recommendation with the addendum that staff request reimbursement from the School District. The motion carried as follows: AYES: 5 COUNCILMEMBERS: Lindemans, Moore, Mu~oz, Parks, Birdsall NOES: 0 COUNCILMEMBERS: None Min\092292 -4- 09129/92 Ciw Council Minutes Seotember 22, 1992 PUBLIC HEARINGS 9. Final ListinQ of Potentially Hazardous Buildinp Tony Elmo presented the staff report. Randy Clark, 757 E. La Moree Road, San Marcos, presented a letter on behalf of his mother, Lorraine Clark, speaking of the historical value of the building she owns at 42049 Main Street, Temecula. Lorraine Clark's letter requested that the City approve a grant from the Redevelopment Agency to pay for survey costs and repairs to the building. Jane Vernon, 30268 Mercey Court, Temecula, advised that there are several alternatives to assist in the modifications to the building. Ms. Vernon added that the City should make every effort to ensure the preservation of historical buildings. Mayor Pro Tem Lindemans moved to approve the Final Listing of Potentially Hazardous Buildings and to direct staff to research a possible source of funds to assist in the reinforcement of the building and report their findings to the Council. Councilmember Mu~oz seconded the motion for discussion. Councilmember Parks stated that he agreed with the preservation of historical buildings, however the building needs to be safe. Councilmember Mu~oz expressed his concern with giving money vs. lending money, agreeing that some level of assistance should be provided. Councilmember Mur~oz cautioned that whatever is done to assist this property owner, must be done for other property owners who request assistance. Councilmember Parks called for the question, seconded by Councilmember Moore and carried unanimously. It was moved by Mayor Pro Tem Lindemans, seconded by Councilmember Murtoz to approve the Final Listing of Potentially Hazardous Buildings and direct staff to research possible sources of funds to assist in the reinforcement of the building, reporting back to the Council with that information. The motion carried as follows: AYES: 5 COUNCILMEMBERS: Lindemans, Moore, Mu~oz, Parks, Birdsall NOES: 0 COUNCILMEMBERS: None "' Mi~\092292 -5- 09129/92 Ciw Council Minutes 10. Seotember 22. 1992 Change of Zone No. 5631/Vesting Tentative Tract Mao No. 25320 It was moved by Councilmember Parks, seconded by Mayor Pro Tem Lindemans to continue Change of Zone No. 5631 and Vesting Tentative Tract Map No. 25320 for thirty (30) days. The motion carried as follows: AYES: 5 COUNCILMEMBERS: Lindemans, Moore, Mufloz, Parks, Birdsall NOES: 0 COUNCILMEMBERS: None Mayor Birdsall declared a recess at 8:00 P.M. The meeting was reconvened at 9:00 P.M. COUNCIL BUSINESS 11. Caoital Imorovement Prooram Fiscal Year 1993-1997 Mary Jane Henry presented the staff report. Mayor Birdsall stated although she would approve the Capital Improvement Program she did not feel that the Calle Medusa by pass route would improve the traffic situation. James Marpie, 19210 St. Gallen Way, Murrieta, asked that the .issue of design considerations for future public facilities be addressed. John Dedovesh, 39450 Long Ridge Drive, Temecula, stated that consideration of the proposed Capital Improvement Program should be postponed until after the November elections. Mr. Dedovesh added that he did not see the need for a stadium in the City of Temecula, when parks and fire stations are more important. It was moved by Councilmember Parks, seconded by Councilmember Moore to approve staff recommendation as follows: 11.1 Adopt a resolution entitled: RESOLUTION NO. 92-73 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE CAPITAL IMPROVEMENT PROGRAM AND ADOPTING THE CAPITAL IMPROVEMENT BUDGET FOR FY 1992 - 1993 Min%092292 -6- 09129/92 "' City Council Minutes Seotember :~2. 1992 The motion carried as follows: AYES: 5 COUNCILMEMBERS: Lindemans, Moore, Mur~oz, Parks, Birdsall NOES: 0 COUNCILMEMBERS: None 12. Discussion of Float Participation for Riverside County 100th Birthday Celebration Mayor Birdsall questioned whether the Council should approve participating jointly with other cities in the County or separately. Councilmember Mufioz stated that he would like a estimate of the costs involved. Councilmember Moore stated she was in favor of the concept, but would like some more information. City Manager David Dixon suggested that the City of Temecula could join together with the City of Murrieta and various Service Clubs to participate. Mr. Dixon stated that staff will bring this item back to the Council with the requested information and advise the Mayor Pro Tem of the City of Perris. 13. Consideration of Corresoondence from Temecula Museum City Manager David Dixon presented the staff report. Bill Harker, 31130 South General Kearney, Temecula, presented a request to the City Council for the Museum financial support to assist in covering operating expenses until a permanent building can be secured. Joline Cody, 23903 Via De Jemolinda, Murrieta, expressed her vision of the future for the New Temecula Museum. Councilmember Parks expressed concern that he does not see an end to the museum's requests for the City's financial support. Councilmember Mu~oz stated that he is in support of the museum, however he would not support the Council's financial assistance without looking at other alternatives. It was moved by Councilmember Parks, seconded by Councilmember Moore to approve an allocation of $22,500 to cover rent from october, 1992 to June, 1993 from the Council Discretionary Funds. It was further directed that a member of City Staff be appointed to serve with the Museum Board of Directors to assist in solving the housing issue and that the Council be provided with a monthly status report. ~" IVan\092292 -7- 09129/92 City Council Minutes The motion was carried as follows: AYES: 4 COUNCILMEMBERS: NOES: I COUNCILMEMBERS: Seotember 22, 1992 Lindemans, Moore, Parks, Birdsall Mufloz 14. ADDointment to the County of Riverside Museum Board Councilmember Mu~oz suggested the appointee have a working knowledge of museum functions and be able to attend the meetings and report to the Council. It was moved by Councilmember Parks, seconded by Councilmember Moore to allow the Mayor to appoint a representative to the Board with the guideline that the person selected having a working knowledge of museum functions. The motion carried as follows: AYES: 5 COUNCILMEMBERS: Lindemans, Moore, Mufloz, Parks, Birdsall NOES: 0 COUNCILMEMBERS: None 15. Municioal Immunitv for High Soeed Pursuits - SB 347 (Preslev) Scott Field presented the staff report. It was moved by Mayor Pro Tem Lindemans, seconded by Councilmember Mufloz to extend the meeting to 10:10 P.M. Eric G. Willjams, 7872 Perlite Court, Rancho Cucamonga, requested City Council support for Senate Bill No. 347. Mike Emilio, 29976 Avenida Cima Del Sol, Temecula, requested City Council support for Senate Bill No. 347. Mayor Birdsall stated she did not feel that supporting Senate Bill No. 347 would accomplish what the City is seeking which is to address pursuit policies and goals. Councilmember Mu~oz stated he felt as long as the City uses contract law enforcement there is less liability to the City. Councilmember Parks questioned what position law enforcement would take if Senate Bill 347 was passed. Min~,092292 -8- 09129/92 "~ City Council Minutes September 22. 1992 Chief of Police Rick Sayre advised that certain departments may take the position that there will be no more pursuits. It was moved by Councilmember Parks, seconded by Councilmember Moore that the City Council take no position on Senate Bill 347. The motion was carried as follows: AYES: 5 COUNCILMEMBERS: Lindemans, Moore, Mur~oz, Parks, Birdsall NOES: 0 COUNCILMEMBERS: None 16. Discussion of Development Plans for PechanQa Indian Reservation Councilmember Mu~oz agreed to continue discussion of this item to the meeting of October 6, 1992 and requested staff to provide the Council with information. Planning Director Gary Thornhill advised that he has met with the tribal leader who has advised him that no decisions have been made. 17. Ynez Corridor - AcQuisition of RiGht-of-Way for Overland Drive BridQe City Attorney Scott Field presented the staff report. It was moved by Councilmember Parks, seconded by Councilmember Moore to approve the acquisition of the property located at the southeast corner of Overland Drive and Jefferson Street for the landing of the Overland Drive Bridge, and further authorize the Mayor to sign the Acquisition Agreement, subject to the approval of the City Manager and the City Attorney as to the final form of the Agreement. The motion was carried as follows: AYES: 5 COUNCILMEMBERS: Lindemans, Moore, Mur~oz, Parks, Birdsall NOES: 0 COUNCILMEMBERS: None DEPARTMENTAL REPORTS Enclosed in agenda packets. CITY MANAGER REPORT City Manager David Dixon distributed and reviewed a draft of his Business Development Program. ~ Min\092292 -9- 09/29/92 Citv Council Minutes CITY ATTORNEY REPORT No report given. Sentember 22.1992 CITY COUNCIL REPORT Councilmember Mu~oz advised he would be meeting with the "Small Business Coalition" on October 1, 1992 to discuss guaranteed loan funding, rent relief and other topics. Councilmember Mu~oz added that he would report back to the Council. Mayor Pro Tem Lindemans clarified that he voted in support of the motion that the City Council not take any action on Senate Bill 347 because he is not clear on what retroactive meant. Mayor Pro Tern Lindemans requested staff time to work on solving the problem of bad check writers. Mayor Birdsall advised that she received correspondence from Senator Marian Bergensen, the Secretary of State regarding A JR93, a measure which encourages the President and Congress to direct the INS to publicly explain their high speed pursuit policy. Councilmember Mu~oz advised he would be placing, on an upcoming agenda, "Guidelines for Establishing Accountability Procedures" . ADJOURNMENT It was moved by Councilmember Moore, seconded by Councilmember Parks to adjourn at 10:30 P.M. to a joint City Council/Planning Commission meeting on September 30, 1992, 6:00 P.M., Temecula City Hall Main Conference Room, 43174 Business Park Drive, Temecula. The next regular meeting of the City of Temecula City Council will be held Tuesday, October 6, 1992, 7:00 P.M., Temecula Community Center, 28818 Pujol Street, Temecula, California. Mayor Patricia H. Birdsall ATTEST: City Clerk June S. Greek Min\092292 -10- 09129/92 ITEM NO. 3 RESOLUTION NO. 92- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXIHRIT A THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. That the following claims and demands as set forth in Exhibit A have been audited by the City Manager, and that the same are hereby allowed in the amount of $922,806.73 Section 2. The City Clerk shall certify the adoption of this resolution. APPROVED AND ADOFrED, this 6th day of October, 1992. ATTF_~T: Patricia H. Birdsall, Mayor June S. Greek, City Clerk [SEAL] -' Resos 275 -1- STATE OF CALIFORNIA) COUNTY OF RIVERSIDE) SS CITY OF TEMF, CULA) I, June S. Greek, City Clerk of the City of Temecula, I-IF~RERY DO CERTIFY that the foregoing Resolution No. 92- was duly adopted at a regular m~jng of the City Council of the City of Temecula on the 6th day of October, 1992 by the following roll call vote: AYES: 0 COUNCILMEMBERS: None NOES: 0 COUNCILMF-MBERS: None ABSENT: 0 COUNCILMEMBERS: None June S. Greek, City Clerk Resos 2?5 -2- ~ CITY OF TEMECULA LIST OF DEMANDS 09/17/92 TOTAL CHECK RUN: 09/25/92 TOTAL CHECK RUN: 09/28/92 TOTAL CHECK RUN: 10/06/92 TOTAL CHECK RUN: 09/24/92 TOTAL PAYROLL: $,35,370.81 $71,997.35 $,3,194.37 $726,352.68 $85,891.72 TOTAL LIST OF DEMANDS FOR 10/06/92 COUNCIL MEETING: $922,806,73 DISBURSEMENTS BY FUND: CHECKS: 001 GENERAL $421,102.59 1 O0 GAS TAX FUND $224,045.76 110 RANCHO CALIF. RD. REIMB. $21,131.00 120 DEVELOPMENT IMPACT FUND $17, 167.50 160 REDEVELOPMENT AGENCY FUND $8,417.02 190 TCSD $59,902.80 191 TCSD SERVICE LEVEL A $5,163.30 193 TCSD SERVICE LEVEL C $44,929.43 250 CAPITAL PROJECTS-TCSD $18,753.47 300 INSURANCE FUND $759.09 310 VEHICLE FUND $1,161.13 320 INFORMATIONS SYSTEMS $10,162.58 330 COPY CENTER FUND $4,219.34 PAYROLL: 001 GENERAL (PAYROLL) $57,794.37 100 GAS TAX FUND (PAYROLL) $10,463.52 190 TCSD (PAYROLL) $14,699.82 300 INSURANCE FUND $567.58 320 INFORMATION SYSTEMS (PAYROLL) $999.76 330 COPY CENTER FUND (PAYROLL) $1,346.67 $836,915.01 $85,891.72 TOTAL BY FUND: $922,806.73 PREPARED BY MiCHELLE LARSON I, ~///~~~BY CERTIFY THAT THE FOLLOWING IS TRUE AND CORRECT. MARY J ~,NE HE NANCE OFFICER I, ~ , HEREBY CERTIFY THAT THE FOLLOWING IS TRUE AND CORRECT. DAVE DIXON, CITY MANAGER VOUCHRE2 09/17/92 16:0~ CITY OF TENECULA VOUCHER/CHECK REGISTER FOR ALL PERIC]OS PAGE FUND TITLE 001 GENERAL FUND IOQ GAS TAX FUND 160 REDEVELOPNENT AGENCY FUND 190 CONNUNITY SERVICES DISTRICT 191 TCSD ZONE A 193 TCSD ZONE C 310 VEHICLES FUND 320 INFORMATION SYSTENS 330 COPY CENTER FUND TOTAL ANOUNT 9,219.85 3,150.96 717.02 13,566.57 4,0~1.30 2,625.11 772°69 1,016.96 280.37 35,370.61 VOUCHRE2 09/17/9Z VOUCHER/ CHECK NUMBER 11776 11781 11782 11783 11784 11785 11786 11786 11786 11786 11787 11788 11789 790 11791 11791 11791 11791 11791 11791 11791 11792 11792 11792 11792 11792 11792 11792 11793 11794 11794 11794 11794 11794 11794 11794 ~1-1794 16:04 CHECK DATE 09/15/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 VENDOR NUMBER 000578 000114 000123 000127 000127 000127 000127 000129 000146 000155 000170 000173 000173 000173 000173 000173 000173 000173 000177 000177 000177 000177 000177 000177 000177 000184 000197 000197 000197 000197 000197 000197 000197 000197 VENDOR NAME SHERATON NEWPORT BEACH DONALDSON, HILLARY BETTY LANGLOIS SILVERSTONE,. PAUL AT&T BURKE WILLIAMS & SORENS CALIFONN%AN CALIFORNIAN CALIFORNIAN CALIFORNIAN CAL WEST RENTAL CENTER COUNTS UNLIMITED DAVLIN FRANKLIN INTERNATZONAL GENERAL BINDING GENERAL BINDING GENERAL BINDING GENERAL BINDING GENERAL BINDING GENERAL BINDING GENERAL BINDING GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GTE ]NSUPCO INSUPCO INSUPCO INSUPCO INSUPCO INSUPCO INSUPCO INSUPCO CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION CONFERENCE SEPT. 17 REFUND/PAGEANT/DONALDSO REFUND TENNIS CLASS/LAN FINAL REFUND/SILVERSTON 7146941989/AUG. 92 PROF SERVICES THRU 3/31 PUBLIC HEARING 08/30/92 LEGAL ADVERTISING 09/0~ CONTRACT ORDER FOR THE CONTRACT ORDER FOR THE OPEN P.O. FOR NISC, REN BI-DIRECTIONAL COUNTS ( AUDIO/VIDEO 8/8/92 CITY DAYTIMER SUPPLIES 5/16" BLACK SPIRAL BIND 9/16" BLACK SPIRAL BIND 7/8II BLACK SPIRAL BINDS 1" BLACK SPIRAL BINDS I 1/2" BLACK SPIRAL B[N FREIGHT TAX K9-EA-1195P PAPER (CAL R9-5201-01 DYNO TAPE D I SCOUNT TAX BINDER CLIPS/ENVELOPES TAX OPEN ACCOUNT FOR OFFICE 7146998632/SEPT. 92 AE6/BOBGH WTA NOTORCRAF 'M" BATTERY "C" BATTERY "D" BATTERY BULB FOR O-CELL PR2 BULB FOR C-CELL PR2 ATO 5 FUSE ATO 10 FUSE ACCOUNT NUMBER 001-170"999-5258 190-183-4938 190-183-4811 001-161-4129 320-199-999-5208 001-130-999-5246 001-161-999-5256 001-120-999-5256 001-161-999-5256 001-161-999-5256 190-180-999-5238 001-163-999-5250 001-100-999-5250 001-163-999-5220 320-199-999-5220 320-199-999-5220 320-199-999-5220 320-199-999-5220 320-199-999-5220 320-199-999-5220 320-199-999-5220 001-161-999-5220 001-161-999-5220 001-161-999-5220 001-161-999-5220 001-161-999-5220 001-161-999-5220 001-140-999-5220 320-199-999-5208 100-164-999-5218 100-164-999-5218 100-16~-999-5218 100-164-999-5218 100-164-999-5218 100-164-999-5218 100-164-999-5218 100-164-999-5218 ITEM AMOUNT 74.12 76.00 26.00 136.75 592.00 68.16 30.20 39.49 94.47 '39.49 22.63 142.50 700.00 71.98 7.60 19.80 10.30 13.50 20.30 7.55 6.13 11.00 3.98 2.75- .95 42.76 3.31 21.74 51.80 24.96 28.60 28.60 6.40 6.40 4.00 4.00 PAGE 2 CHECK AMOUNT 74.12 76.00 26.00 136.75 592.00 68.16 203.65 22.63 142.50 700.00 71.98 85.18 80.99 18.68 VOUCHRE2 09/17/92 VOUCHER/ CHECK NUMBER 1179z, 11794 11794 11794 11794 11794 11795 11796 11796 11796 11796 11796 11796 11796 11796 11796 11796 11796 11796 t t796 11796 11796 11796 11796 11797 11798 11798 11799 11799 11800 11800 11800 11800 11800 11801 11802 11802 11802 11802 11803 11803 16:04 CHECK DATE 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 VENDOR NUIqBER 000197 000197 000197 000197 000197 000197 000201 000208 000208 000208 000208 000208 000208 000208 000208 000208 000208 000208 000208 000208 000208 000208 000208 000208 000215 000218 000218 000226 000226 000228 000228 000228 000228 000228 000230 000254 000254 000254 000254 000261 000261 VENDOR NAME I NSUPCO i N~UPCO I NSUPCO 1NSUPCO I NSUPCO I NSUPCO JENNACO KNOX KNOX KNOX KNOX KNOX KNOX KNOX KNOX KNOX KNOX KNOX KNOX KNOX KNOX KNOX KNOX KNOX MAHR CONSTRUCTION MARXLYN'S COFFEE SERVIC MARILYN'S COFFEE SERVIC MICRO AGE COMPUTER CENT NICRO AGE COMPUTER CENT MOBIL MOBIL MOBIL MOBIL MOBIL MUNI FINANCIAL SERVICES PRESS ENTERPRISE PRESS ENTERPRISE PRESS ENTERPRISE PRESS ENTERPRISE RANCHO BLUEPRINT RANCHO BLUEPRINT CITY OF TENECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION ACCOUNT NUMBER ATO 15 FUSE ATO 20 FUSE ATO 25 FUSE ATO 30 FUSE 14X1 HWH TEK SCR PLTD TAX 100-164'999-5218 100-164-999-5218 100-164-999-5218 100-164-999-5218 100-164-999-5218 100-164-999-5218 TEEN CENTER JANITORIAL 190-182-999-5212 9782131 UTILITY STRAP 100-164-999-5218 5~321 FUNNEL 100-164-999-5218 8148560 DUST/MIST MASK 100-164-999-5218 95~/~51 451 GLOVE 100-164-999-5218 953652 650 GLOVE 100-164-999-5218 816312 CAUTION TAPE 100-164-999-5218 815921 4" DUCT TAPE 100-164-999-5218 560015 SO. PT. RAZOR B 100-164-999-5218 52116712 ALUM. SCOOP SH 100-164-999-5218 138040 PLANTER HOE 100-164-999-5218 560297 iNURE FORK 100-164-999-5218 4" PAINT ROLLS (COVER 0 100-164-999-5218 RAZOR KNIFE BLADES iX-1 100-164-999-5218 EAR PLUGS (200 PER BOX) 100-164-999-5218 MARKING PAINT FLO. ORAN 100-164-999-5218 MARKING PAINT - WHITE 100-164-999-5218 TAX 100-164-999-5218 REPAIR TO DAMAGED SKYLI 190-180-999-5212 COFFEE SERVICE; CITY HA 001-199-999-5250 COFFEE SERVICE; CITY HA 001-199-999-5250 AST 4MB sIffi~s 320-199-999-5221 TAX 320-199-999-5221 CITY MANAGERS AUGUST GA 001-110-999-5263 BUILD & SAFETY AUGUST G 001-162-999-5263 PUBLIC gORKS AUGUST GAS 001-162-999-5263 PLANNING AUGUST GAS 001-161-999-5262 TCSD AUGUST GAS 190-180-999-5263 CSD 92/93 LEVY DOMNLOAD 001-140-999-5250 OPEN ACCOUNT FOR JOB DISPLAY AD - 4 1/4 INCH DISPLAY AD - SUNDAY GENERAL PLAN AD 001-150-999-5254 001-120-999-5254 001-120-999-5254 001-161-999-5256 MlSC. BLUEPRINTS, ETC. 001-16~-999-5268 NlSC. BLUEPRINTS, ETC. 001-163-999-5268 ITEM AMOUNT 4.00 8.00 8.00 8.00 80.30 20.39 400.00 12.20 3.57 54.88 87.36 109.20 96.30 52.44 54. O0 50.64 7.18 41.38 14.70 6.74 40,00 93.60 56.40 6O. 50 300.00 86.68 62.45 298.00 23.10 99.06 151.51 259.09 14.71 191.20 65.00 155.29 33.28 34.88 187.20 24.11 16.16 PAGE 3 CHECK AMOUNT 283.45 400.00 8~1.09 300.00 149.13 321.10 715,57 65.00 410.65 40.27 VOUCHRE2 09/17192 16:04 CITY OF TENECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR NUMBER DATE NUMBER NAME ITEM DESCRIPTION ACCOUNT NUMBER ITEM AMOUNT CHECK AMOUNT 11805 09/17/92 000262 RANCHO HATER 11805 09117/92 000262 RANCHO UATER 11805 09117192 000262 RANCHO HATER 11805 09/17/92 000262 RANCHO HATER 11805 09/17/92 000262 RANCHO ~ATER 11805 09/17/92 000262 RANCHO HATER 11805 09117192 000262 RANCHO ~ATER 11805 09117/92 000262 RANCHO HATER 11805 09/17/92 000262 RANCHO HATER 11805 09117/92 000262 RANCHO ~ATER 11805 09117/92 000262 RANCHO HATER 11805 09/17192 000262 RANCHO HATER 11805 09/17192 000262 RANCHO UATER 11805 09/17/92 O00Z6Z RANCHO HATER 11805 09/17192 000262 RANCHO ~ATER 11805 09117/92 000262 RANCHO HATER 11805 09/17/92 000262 RANCHO ~ATER 11805 09/17/92 000262 RANCHO UATER 11805 09/17/92 000262 RANCHO ~ATER 11805 09/17192 000262 RANCHO ~ATER 11805 09/17/92 000262 RANCHO ~ATER 11805 09/17/92 000262 RANCHO HATER """'805 09/17/92 000262 RANCHO UATER 305 09/17/92 OOO262 RANCHO HATER 11805 09/17/92 000262 RANCHO ~ATER 0102450002/07108-08107 0104010692/07/08-08/10 0104010802/07/08-08/10 0104040151/07108-08110 010414511107108-0811019 0104620002/07108-08110 0104630852/07108-08110 0106272003/07/10-08/11 0106279002/07/10-08/11 0107600092/07/0~-08/12 0107600771/07/09-08/12 0107600781/07/09-08/12 0107700732/07109-08112 0108000012/07/14-08/12 0108001511/07/14-08/12 0110503842/07/14-08/13 0110503852/07/14-08/13/ 0111700012/07/15-08/14 0111700022/07/15-08/14 0111700032/07/15-08/14 0111700092/07/15-08/14 0111702502/07/15-08/14 011170~051/07/15-08/14 0113200002/07/15-08/17 0113202002/07/15-08/17 190-180-999-5240 193-180-999-5240 193-180-999-5240 191-180-999-5510 191-180-999-5510 193-180-999-5240 193-180-999-5240. 191-180-999-5510 190-180-999-5240 193-180-999-5240 190-180-999-5240 190-180-999-5240 193-180-999-5240 193-180-999-5240 193-180-999-5240 193-180-999-5240 193 - 180 - 999 - 5240 193-180-999-5240 193-180-999-5240 193-180-999-5240 193-180-999-5240 193-180-999-5240 193-180-999-5240 190-180-999-5240 190 - 180 - 999 - 5240 40~.42 25.62 32.93 40.13 25.62 114.70 202.43 37.07 117,00 319.07 366.58 473.81 37.04 229.18 216.99 63.73 40.64 133.30 110.39 231.27 241.37 376.87 65.96 43.84 1,565.39 5,515.35 11806 09/17/92 000265 REMEDY TEMP 11806 09/17/92 000265 REMEDY TEMP TEMP. SERV.07/19192 PUB 100-164-999-5118 TEMP. SERV. 7/26/92 PUB 100-164-999-5118 172.23 430.57 602.80 11807 09/17/92 000267 RIVERSIDE COUNTY FIRE D TO FO~ARD NONEY/BOWER/T 001-2230 27.00 27.00 11808 09/17/92 000275 RONERO, LUCI TRAVEL REIMB. AUG. 92 001-150-999-5258 177.57 177.57 11809 09/17/92 000279 SAYRE, RICK MEETINGS IN TOI,/N SEPT. 001-110-~9-5260 52.46 52.46 11810 09117/92 000280 SC SIGNS POST OF PUBLIC HEARING/001-161-999-5256 630.00 630.00 11811 09/17/92 000285 SIR SPEEDY 11811 09/17/92 000285 SIR SPEEDY 11811 09/17/92 000285 SIR SPEEDY 11811 09/17/92 000285 SIR SPEEDY 11811 09/17/92 000285 SIR SPEEDY BOX OF 500 B/M BUSINESS 001-163-999-5220 TAX 001-163-999-5220 500 BLACK AND gHITE BUS 001-162-999-5220 250 BLACK AND gHITE BUS 001-162-999-5220 TAX 001-162-999-5220 26.70 2.07 26.70 13.35 3.11 71.93 11812 09/17/92 000291 SPEE DEE OIL CHANGE & T REPAIR & MAINTENANCE; 0 310-164-~-5214 22.49 22.49 11813 09/17/92 000302 SYSTEM SOURCE NAMEPLATES, BOOKCASE, R 330-199-999-5242 250,11 250.11 11814 09/17/92 000306 TEMECULA VALLEY PIPE 11814 09/17/92 000306 TEMECULA VALLEY PIPE OPEN P.O. MISC. ITEMS; 190-180-999-5212 OPEN P.O. MISC. ITEMS; 190-180-999-5212 48.11 7.11- 41.00 _1J815 09/17/92 000309 TEMEOULA COPIERS SERVICE CALL ON COPIER; 001-171-999-5217 75.00 75.00 VOUCHRE2 09/17/92 16:04 CITY OF TENECULA VOUCHER/CHECK REGISTER FOG ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOG NU!qBER DATE NUMBER 11816 09/17/92 000320 11816 09/17/92 000320 11816 09/17/92 000320 11816 09/17/92 000320 VENDOR NAME TOWN CENTER STATIONERS TOI4N CENTER STATIONERS TOt,IN CENTER STATIONERS TCNN CENTER STATIONERS ITEM DESCRIPTION LIT-1BRTN ADJ BOOK RAC FEL- 10~02 CATALOG RACK ELD-1857-21 OVER THE 14 TAX ACCOUNT NUMBER 001-161-999-5220 001-161-999-5220 001-161-999-5220 001-161-999-5220 ITEM AMOUNT 59.94 13.17 27.00 7.76 CHECK AMOUNT 107.87 11817 09/17/92 000326 UN/TOG RENTAL SERVICE 11817 09/17/92 000326 UNZTOG RENTAL SERVICE 11818 09/17/92 000329 URBAN DESIGN STUOIO 11819 09/17/92 000341 ~ILLDAN ASSOCIATES 11820 09/17/92 000346 YATES, GRANT 2-SETS OF UNIFORMS; I)8/ 2-SETS OF UNIFORMS; CLE OLD TOgN SPECIFIC PLAN ENG. SERV. JULY 92 100-164-999-5243 100-164-999-5243 160-199-801-5808 001-1280 EXP. REIN./S.F. SENINA 001-140-999-5258 12.50 12.50 717.02 368.00 64.80 25. O0 717.02 368.00 64.80 11821 09/17/92 000368 MCGAVRAN, LORI ANN 11821 09/17/92 000368 MCGAVRAN, LORI ANN MILEAGE REINB COPY REIMB 190-180-999-5262 190-180-999-5262 135.80 10.72 146.52 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 O00374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 11825 09/17/92 000374 SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALZF EDISON SOUTHERN CALIF EDISON SOUTHERN CALZF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CAL/F EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CAL]F EDISON SOUTHERN CAL]F EDISON SOUTHERN CAL]F EDISON SOUTHERN CAL]F EDISON SOUTHERN CAL]F EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON 5177905010102/AUG. 5177905010102/JULY 5177905081202/07/27-08 5177905180201/07/27-08 5177905900102/07/27-08 5277796081602/07/29-08 5277907020001/06/29-07 5277907020001/07/29-08 5677755197501/07/06-08 5377800140102/06/30-07 5377800140102/07/30-08 5377800140102/06/01-06 5377806181103/07/30-08 5377813015302/07/30-08 5377813112003/06/01-07 5377813112003/07/30-08 5377813210401/07/01-07 5377813210401/07/30-08 537781321040 5377813320102/07/30-08 5377850009002/06/30-07 53778500090/07/30-08/2 5377850930101/07/30-08 547728286~0402/07/31-0 5477828650302/0731-08/3 5477828650502/07/31-08 557712605002/08/03-09/ 5577126754304/08/03-09 5577126790103/08/03-09 5777565093402/07/07-08 597741623072/07/09-08/0 5977416450501/07/09-08/ 5977799408302/07/09-08 6677405067702/07/20-08 191-180-999-5510 191-180-999-5510 193-180-999-5240 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 190-180-999-5240 191-180-999-5500 190-180-999-5240 190-180-999-5240 190-180-999-5240 190-180-999-5240 190-180-999-5240 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 193-180-999-5240 193-180-999-5240 193-180-999-5240 190-180-999-5240 193-180-999-5240 193-180-999-5240 193-180-999-5240 191-180-999-5500 191-180-999-5500 193-180-999-5240 191-180-999-5500 13.57 13.73 12,11 86,09 184.23 172.36 132.64 126.21 24.66 208.94 204.97 225.42 33.79 158.16 1,546.40 2o124.97 1,680.17 1,372.25 1,350.05 132.78 103.25 123.28 135.02 50.48 12.51 12.51 11.70 11.82 36.23 24.31 129.22 176.39 12.05 149.55 VOUCHRE2 CITY OF TENECULA 09/17/92 16:04 VOUCHER/CHECK REG]STER :*' FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT NUMBER DATE NUMBER NAME DESCRIPTZON NUMBER 11825 09/17/92 000374 SOUTHERN CALIF"EDISON 667740511)/,002/07/20-08 191-180-999-5500 11825 09/17/92 000374 SOUTHERN CALIF EDISON 667758~805701/07/20-08 001-199-999-5240 11825 09/17/92 000374 SOUTHERN CALIF EDISON &&7758Z,806301/07/20-08 001-199-999-5240 11825 09/17/92 000374 SOUTHERN CALIF EDISON 6677584806501/07/20-08 001-199-999-5240 11825 09117/92 000374 SOUTHERN CALIF EDISON 6677584806702/07/20-08 001-199-999-5240 11825 09/17/92 000374 SOUTHERN CALIF EDISON 6677584806901/04/17-05 190-180-999-5240 11825 09/17/92 000374 SOUTHERN CALIF EDISON 6677582~80691 08119191 190-180-999-5240 11825 09/17/92 000374 SOUTHERN CALIF EDISON 6677584806901/07/20'08 001-199-999-5240 11825 09/17/92 000374 SOUTHERN CALIF EDISON 6677584806901/05/19-06 001-199-999-5240 11825 09/17/92 000374 SOUTHERN CALIF EDISON 6677584808501/07/20'08 001-199-999-5240 11825 09/17/92 000374 SOUTHERN CALIF EDISON 667758509002/07/20-08/191-180-999-5500 11825 09/17/92 000374 SOUTHERN CALIF EDISON 6677795808004/07/20-08/190-180-999-5240 11825 09117/92 000374 SOUTHERN CALIF EDISON 6677795846203/07/20-08 191-180-999-5510 11825 09/17/92 000374 SOUTHERN CALIF EDISON 6677795991302/07/20"08 191-180-999-5500 11825 09/17/92 000374 SOUTHERN CALIF EDISON 69776780107021 07/Z]-08 193-180-999-5240 11825 09/17/92 000374 SOUTHERN CALIF EDISON 6977678165102/07/23-08 191-180-999-5500 ITEM AMOUNT 150.32 1,284.09 76.16 503.30 466.25 16~.40 637.54 290.58 206.70 595.06 145.61 21.05 24.52 11.60 174.77 CHECK AMOUNT 15,712.21 11826 09/17/92 000375 SOUTHERN CALIF TELEPHON 71428748~0/AUG. 92 001'163"999'5208 11826 09/17/92 000375 SOUTHERN CALIF TELEPHON 7142927682/AUG. 92 001-163'999'5208 11826 09/17/92 000375 SOUTHERN CALIF TELEPHON 7143231559/AUG. 92 001'110-999'5208 11826 09/17/92 000375 SOUTHERN CALIF TELEPHON 7143456005/AUG. 92 001'110'999'5208 11826 09/17/92 000375 SOUTHERN CALIF TELEPHON 7143457422/APRIL 92 001'140'999'5208 '~26 09/17/92 000375 SOUTHERN CALIF TELEPHON 7143457425/AUG. 92 001'110'999'5208 J26 09/17/92 000375 SOUTHERN CALIF TELEPHON 7143493436/AUG. 92 001-163-999-5208 11826 09/17/92 000375 SOUTHERN CALIF TELEPHON 7143493438/AUG. 92 001-140-999-5208 11826 09/17/92 000375 SOUTHERN CALIF TELEPHON 7143493439/AUG. 92 001-120-999-5208 91.87 36.28 136.71 100.39 1.73 61.89 48.72 60.93 38.49 577.01 11827 09/17/92 000426 RANCHO INDUSTRIAL SUPPL SANDBAG STOCK FOR EMERG 100-164-999-5218 11827 09/17/92 000426 RANCHO INDUSTRIAL SUPPL TAX 100-164-999-5218 900.00 69.75 969.75 11828 09/17/92 000442 CUMPUTER ALERT SYSTEMS FIRE ALARM MONITORING 001-199-999-5250 135.00 135.00 11829 09/17/92 000447 CONTRONIX OF HEMET ONE OUTSIDE RADIO SPEAK 100-164-999-5242 11829 09/17/92 000447 CUMTRONIX OF HEMET EXTRA BATTERY FOR HAND- 100-16~-999-5242 11829 09/17/92 000447 CONTRONIX OF HEMET TAX 100-164-999-5242 100.42 75.00 5.81 181.23 11830 09/17/92 000478 FAST SIGNS 11830 09/17/92 000478 FAST SIGNS SIGNAGE FOR LOCKING STO 330-199-999-5242 TAX 330-199-999-5242 28.08 2.18 30.26 11831 09/17/92 000495 ACT I TEMPORARY HELP 190-180-999-5118 402.40 402.40 11832 09/17/92 000512 CADET UNIFORM 11832 09/17/92 000512 CADET UNIFORM ENTRY RUG SERVICE: CITY 001-199-999-5250 ENTRY RUG SERVICE: CITY 001-199-999-5250 34.25 34.25 ddL50 11833 09/17/92 000534 A.F. JOHNSON CO. 11833 09/17/92 000534 A.F. JOHNSON CO. 11833 09/17/92 000534 A.F. JOHNSON CO. 11833 09/17/92 000534 A.F. JOHNSON CO. 11833 09/17/92 000534 A.F. JOHNSON CO. 11833 09/17/92 000534 A.F. JOHNSON CO. -t~833 09/17/92 000534 A.F. JOHNSON CO. INC. 275 BTF XXL; BIB TROUSE 100-164-999-5218 INC. 275 AHJ XXL; JACKET 100-164-999-5218 ]NC. 275 BTF XL; BIB TROUSER 100-164-999-5218 INC. 275 AHJ XL; JACKET 100-164-999-5218 INC. 275 BTF L; BIB TROUSER 100-164-999-5218 INC. 275 AHJ L; JACKET 100-164-999-5218 INC. TAX 100-164-999-5218 20.56 27.79 41.12 51.58 37.18 51.58 17.81 247.62 VOUCHRE2 09/17/92 VOUCHER/ CHECK NUMBER 11834 11834 11834 11836 11836 11836 11836 11836 11836 11836 11836 11836 11836 11836 11836 11836 11836 11836 11836 11837 11838 11839 16:04 CHECK DATE 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 09/17/92 VENDOR NUMBER 000536 000536 000536 000537 000537 000537 000537 000537 000537 000537 000537 000537 000537 000537 000537 000537 000537 000537 000537 000556 000577 000579 VENDOR NAME PACIFIC DESIGN CONCEPTS PACIFIC DESIGN CONCEPTS PACIFIC DESIGN CONCEPTS SOUTHERN CALIFORNIA EDI SOUTHERN CALIFORNIA EDI SOUTHERN CALIFORNIA EDI SOUTHERN CALIFORNIA EDI SOUTHERN CALIFORNIA EDI SOUTHERN CALIFORNIA EDI SOUTHERN CALIFORNIA EDI SOUTHERN CALIFORNIA EDI SOUTHERN CALIFORNIA EDI SOUTHERN CALIFORNIA EDI SOUTHERN CALIFORNIA EDI SOUTHERN CALIFORNIA EDI SOUTHERN CALIFORNIA EDI SOUTHERN CALIFORNIA EDI SOUTHERN CALIFORNIA EDI SOUTHERN CALIFORNIA EDI M.P. SIGNS HOCKING COLLEGE SUNBURST RESORT HOTEL CITY OF TENEOULA VOUCHER/CHECK REGISTER FOR ALL PERZOOS ITEN DESCRIPTZOR TURNING MR (ORANGE) FREIGHT TAX /.377077138302/7/31 - 08/3 43770?7515702/?/31 - 08/3 /.37707"/515802/?/31-8/31 /.3??O??5159O2/07/31-08 4377077516002/07/31-08 4377077516202/07/31-08 /.3770?7518502/07/31-08 /.37707752/.801/07/31-08 /.377077526902/07/31-08 4377077527002/07/31-08 /.37707753~202/07/31-08 437707753~702/07/31-08 /.37707753/.901/07/31-08 437'/077535002/07/31 4377077650002/07/31-08/ 43770 77650601/0 ?/31 - LETTERING SERVICE HOMICIDE SEMINAR/OCT. HOMICIDE SEMINAR ACCOUNT NUMBER 190-180-999-5212 190-180-999-5212 190-180-999-5212 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 191-180-999-5500 310-171-999-5214 001-170-999-5258 001-170-999-5258 iTEM ANCXJNT 22.00 3.77 1.69 36.T'~ 39.31 41.44 41.06 38.91 39.52 /.1.12 121.50 37.06 36.03 3?.00 150.52 20.77 27.13 39.24 27,01 750.00 450.00 325.00 PAGE ? CHECK AMOUNT 27.46 774.35 750.00 4 .~0 325.00 TOTAL CHECKS 35,370.61 VOUCHRE2 09/25/92 10:57 CITY OF TENECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE FUND TITLE 001 GENERAL FUND 100 GAS TAX FUND 160 REDEVELOPHENT AGENCY FUND 190 CO!qNUNITY SERVICES DISTRICT 300 INSURANCE FUND 310 VEHICLES FUND 320 INFORNATIOR SYSTENS 330 COPY CENTER FUND TOTAL ANOUNT 44,1:38.93 6,970.31 200.00 16,077.98 759.09 388.64 2,886.91 575.~9 71,997.35 VOUCHRE2 CITY OF TENECULA 09/25/92 10:57 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR iTEM ACCOUNT NUMBER DATE NUMBER NAME DESCRIPTION NUMBER iTEM AMOUNT CHECK AMOUNT 11775 09/11/92 000294 STATE COMPENSATION INS. WORKERS CONP/JULY 92 001-110'999'5112 11775 09/11/92 000294 STATE COMPENSATiON iNS. MORKERS COMP/JULY 92 001-120-999-5112 11775 09/11/92 000294 STATE COMPENSATiON INS. MORKERS COMP/JULY 92 001-140-999-5112 11775 09/11/92 000294 STATE COMPENSATiON iNS. MORKERS COMP/JULY 92 001-150-999-5112 11775 09/11/92 000294 STATE COMPENSATiON iNS. WORKERS COMP/JULY 92 001-161-999-5112 11775 09/11/92 000294 STATE COMPENSATiON INS. MORKERS COMP/JULY 92 001-162-999-5112 11775 09/11/92 000294 STATE COMPENSATiON iNS. MORKERS COMP/JULY 92 001-163-999-5112 11775 09/11/92 000294 STATE COMPENSATION iNS. MORKERS COMP/JULY 92 100-164-999-5112 11775 09/11/92 000294 STATE COMPENSATiON iNS. WORKERS COMP/JULY 92 190-180-999-5112 11775 09/11/92 000294 STATE COMPENSATION iNS. WORKERS COMP/JULY 92 300-199-999-5112 11775 09/11/92 000294 STATE COMPENSATION INS. MORKERS COMP/JULY 92 320-199-999-5112 11775 09/11/92 000294 STATE COMPENSATION INS. ~3RKERS COMP/JULY 92 330-199-999-5112 11775 09/11/92 000294 STATE COMPENSATION iNS. WORKERS COMP/JULY 92 001-2370 11775 09/11/92 000294 STATE COIeENSATION INS. WORKERS COMP/JULY 92 100-2370 11775 09/11/92 000294 STATE COMPENSATION INS. MORKERS COMP/JULY 92 190-2370 11775 09/11/92 000294 STATE COMPENSATION iNS. WORKERS COMP/JULY 92 11775 09/11/92 000294 STATE COMPENSATION INS. gORKERS CONP/JULY 92 320-2370 11775 09/11/92 000294 STATE COMPENSATION INS. WORKERS COMP/JULY 92 330-2370 11775 09/11/92 000294 STATE COMPENSATION INS. MORKERS COMP/JULY 92 001-2020 11775 09/11/92 000294 STATE COMPENSATION INS. WORKERS COMP/JULY 92 190-2020 11775 09/11/92 000294 STATE COMPENSATION INS. WORKERS COMP/JULY 92 190-180-999-5112 40.58 17.82 31.45 11.90 93.05 67,53 120.98 121,04 143.74 2.80 7.98 12.97 5,7'83.95 1,812.12 4,327.96 42.55 120.66 193,36 4,483.02 2,299.64 146.14 19,881.24 11840 09/18/92 000588 CCAPA CONFERENCE STATE CONFERENCE 001-161-999-5258 778.00 rrg-Qo 11841 09/22/92 000589 ANAHEiM HILTON TOgERS RESERV. CNOA TRAINING 001-170-999-5258 192.10 192.10 11842 09/22/92 000590 CAOFA REG. FOR CNOA 9/23-25 001-170-999-5258 410.00 410.00 11843 09/23/92 000473 CALIFORNIA REDEVELOPMEN CAL. REDEV. SEMINAR 9/2 160-199-999-5258 125.00 125.00 91692 01/17/77 000310 TEMECULA CREEK INN DEPOSIT/COMMISS. RECOGN 001-100-999-5265 125.00 125.00 333513 09/23/92 000444 EMPLOYMENT DEVELOPMENT 000444 CAIT 001-2070 333513 09/23/92 000444 EMPLOYMENT DEVELOPMENT 000444 CAiT 100-2070 333513 09/23/92 000444 EMPLOYMENT DEVELOPMENT 000444 CAZT 190-2070 333513 09/23/92 000444 EMPLOYMENT DEVELOPMENT 000444 CAIT 300-2070 333513 09/23/92 000444 EMPLOYMENT OEVELOPNENT 000444 CAZT 320-2070 333513 09/23/92 000444 EMPLOYMENT DEVELOPMENT 000444 CA/T 330-2070 333513 09/23/92 000444 EMPLOYMENT OEVELOPMENT 000444 SDi 001-2070 333513 09/23/92 0004~ EMPLOYMENT DEVELOPMENT 000444 SDi 100-2070 333513 09/23/92 000444 EMPLOYMENT DEVELOPMENT 000444 SDi 190-2070 333513 09/23/92 000444 EMPLOYMENT DEVELOPMENT 000444 SDI 300-2070 333513 09/23/92 000444 EMPLOYMENT OEVELOPNENT 000444 SDi 320-2070 333513 09/23/92 000444 EMPLOYMENT DEVELOPMENT 000444 SDI 330-2070 2,148.52 373.09 365.95 17.55 43.57 12.80 547.18 69.33 138.19 7.01 16.08 18.48 3,739.73 360620 09/23/92 000283 SECURITY PACIFIC NATION 000283 FICA/MED 001-2070 360620 09/23/92 000283 SECURITY PACIFIC NATION 000283 FICA/MED 100-2070 360620 09/23/92 000283 SECURITY PACIFIC NATION 000283 FICA/RED 190-2070 360620 09/23/92 000283 SECURITY PACIFIC NATION 000283 FICA/MED 300-2070 360620 09/23/92 000283 SECURITY PACIFIC NATION 00028~ FICA/MED 320-2070 360620 09/23/92 000283 SECURITY PACIF%C NATION 000283 FICA/MEO 330-2070 2,065.83 378.80 501.36 19.79 37.30 42.88 VOUCHRE2 09/25/92 VOUCHER/ CHECK NUMBER 360620 360620 360620 3606Z0 360620 360620 11863 11864 11865 11866 11866 11867 11867 11868 11868 11868 ~69 11870 11870 11870 11871 11871 11872 11873 11873 11873 11873 11873 11873 11873 11873 11873 11873 11873 11873 11873 11873 11873 11873 10:57 CHECK DATE 09/23/92 09/23/92 09/23/92 09/23/9Z 09/23/9Z 09/23/9Z 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 VENDOR NUMBER 000283 000285 00028~ 000283 000283 000283 000120 000131 000131 000135 000135 000140 000140 000140 000146 000160 000160 000160 000165 000165 000166 000177 000177 000177 000177 000177 000177 000177 000177 000177 000177 000177 000177 000177 000177 000177 000177 000177 VENDOR NAME CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION SECURITY PACZF[C NAT[ON 000283 USIT SECURITY PACIFIC NATION 000283 USIT SECURITY PACIFIC NATION 000283 USIT SECURITY PACIFIC NAT]ON 000283 USIT SECURITY PACIFIC NAT]ON 000283 US]T SECURITY PACIFIC NAT]OR 000283 USIT PETERSOR FIRE PROTECTIO PIETRO~SKI, BONNIE BICKNELL TRAVEL CENTER CARL WARREN & CO. CARL WARREN & CO. CENTRAL CITIES SIGN SER CENTRAL CITIES SIGN SER COLONIAL LIFE & ACCIDEN COLONIAL LIFE & ACCIDEN COLONIAL LIFE & ACCIDEN COUNTS UNLIMITED EMPLOYMENT DEVELOPMENT EMPLOYMENT DEVELOPMENT EMPLOYMENT DEVELOPMENT FEDERAL EXPRESS .FEDERAL EXPRESS FIRST AMERICAN TITLE CO GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT DUPLICATE PAYMENT ON BU REFUND SWIM LESS/PIETR BONDING UNDERWRITING SE LAKE VILLAGE COMM. ASSO KELSEY, DARLA 24X18 TEN. CITY LIMIT S TAX INSURANCE PREMIUM/SEPT INSURANCE PREMIUM/SEPT INSURANCE PREMIUM/SEPT ORE DIRECT]ORAL TRAFFIC 000160 UNEM/TRA 000160 UNEM/TRA 000160 UNEM/TRA PACKAGES PACKAGES TITLE REPORT FOR LOMA L LETTER TRAY RETURNED/PO OPEN P.O. MISC, ITEMS; Fl-153L LETTER MANILA K4-1560 LETTER TRAYS A5-60118 MULTI COLOR T D2-7671 FAX TANSMITTAL D4-25-285 GRAY $TENO P J3'E717'50 "1993" REFI H8-10402 WIRE BOOK RAC B4-05580 SHEET PROTECT D l SCOUNT TAX EXCHGED ITEM #15601 WRO 6A-D2-50-176 TELEPHONE 6A-R6-573 DESK CLEANER 25274 STENO NOTEBOOKS 6A-FC-60101 BLACK ROLLE ACCOUNT NUMBER 001-2070 100-2070 190-2070 300-2070 320-2070 330-2070 001-199-4056 190-183-4810 001-140-999-5258 300-199-999-5205 300-199-999-5205 100-164-999-5244 100-164-999-5244 001-2330 100-2330 190-2330 001-163-999-5250 001-2350 100-2350 190-2350 001-130-999-5258 001-161-999-5230 190-180-999-5250 190-180-999-5220 001-140-999-5220 001-161-999-5220 001-161-999-5220 001-161-999-5220 001-161-999-5220 001-161-999-5220 001-161-999-5220 001-161-999-5220 001-161-999-5220 001-161-999-5220 001-161-999-5220 001-161-999-5220 001-162-999-5220 001-162-999-5220 001-162-999-5220 001-162-999-5220 ITEM AMOUNT 9,059.45 1,749.61 1,764.27 78.07 208.34 71.77 35.00 20.00 133.00 309.88 187.50 320.00 24.80 178.50 9.75 203.50 142.50 710.35 30.58 717.36 9.50 15.25 900.00 36.62- 302.18 8.00 55.20 6.50 5.99 14.76 45.50 31.98 47.00 12.99- 15.65 59.47- 35.58 7.68 7.~ 18.00 PAGE 3 CHECK AMOUNT 15,977.47 35.00 20.00 133.00 497.38 344.80 391.75 142.50 1,458.29 24.75 900.00 VOUCHRE2 09/25/92 VOUCHER/ CHECK NUMBER 11873 11873 11873 11873 11873 11873 11874 11875 11875 11876 11876 11876 11876 11876 11876 11876 11876 11877 11878 11879 1188O 11881 11881 10:57 CHECK DATE 09/24/92 09/24/92 09/24/92 09/24/92 09/24/9Z 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 VENDOR NUMBER 000177 000177 000177 000177 000177 000177 000196 000205 000205 000208 000208 000208 000208 000208 000208 000208 000208 000218 000220 000223 000230 000239 000239 VENDOR NAME GLENNIES OFFICE 'PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PROOUCT GLENNIES OFFICE PRODUCT GLENNIES OFFICE PRODUCT INLAND CALL AMERICA KIDS PARTIES, ETC. KIDS PARTIES, ETC. KNOX KNOX KNOX KNOX KNOX KNOX KNOX KNOX MARILYN~S COFFEE SERVIC MAURICE PRINTERS QUICK JOHN MCTIGHE & ASSOCIAT MUNI FINANCIAL SERVICES OLSTEN TEMPORARY SERVIC OLSTEN TEMPORARY SERVIC CITY OF TENECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION 6A-FC-60102 RED ROLLER BLUE ROLLER D I SCOUNT TAX APPOINTMENT BOOK (BLDG/ TAX 71469~:r>~8/AUG. 92 BOY SCOUT TROOP/DIZZY ARIAL SHOW/DORTHY SHO~ SPEC. ORDER 14 PC. 1/4" TAX NAG. SCKT. 1 PC DR/PIN PUNCH 47-114 TAX DR/PIN OUNCH 47'1/8' TI NAG, SCKT. 1PC TAX COFFEE SERVICE; CITY HA FOLD OVER INVITATIONS PROFESS/ONAL SERVICES T PREPARE CSD 92/93 LEVY TEMP SERV. 8/23 TEMP SERV. 8/30 11882 09/24/92 000246 PERS EMPLOYEES~ RETIREN 000246 PER REDE 11882 09/24/92 000246 PERS EMPLOYEES# RETIREM 000246 PER REDE 11882 09/24/92 000246 PERS EMPLOYEES# RETIREM 000246 PERS RET 11882 09/24/92 000246 PERS EMPLOYEES~ RETIREM 000246 PERS RET 11882 09/24/92 000246 PERS EMPLOYEES~ RETIREN 000246 PERS RET 11882 09/24/92 000246 PERS EMPLOYEES~ RETIREM 000246 PERS RET 11882 09/24/92 000246 PERS EMPLOYEES~ RETIREM 000246 PERS RET 11882 09/24/92 000246 PERS EMPLOYEES~ RETIREN 000246 PERS RET 11882 09/24/92 000246 PERS EMPLOYEES~ RETIREM 000246 SURVIVOR 11882 09/24/92 000246 PERS EMPLOYEES~ RETIREN 000246 SURVIVOR 11882 09/24/92 000246 PERS EMPLOYEES~ RET]REN 000246 SURVIVOR 11882 09/24/92 000246 PERS EMPLOYEES~ RETIREM 000246 SURVIVOR 11882 09/24/92 000246 PERS EMPLOYEES~ RET]REN 000246 SURVIVOR 11882 09/24/92 000246 PERS EMPLOYEES~ RETIREN 000246 SURVIVOR PETROLANE 000248 09/24/92 11883 ACCOUNT NUMBER 001-162-999-5220 001-162-999-5220 001-162-999-5220 001-162-999-5220 001-162-999-5220 001-162-999-5220 320-199-999-5208 190-183-809-5300 190-183-800-5300 100-164-999-5242 100-164-999-5242 100-164-999-5242 100-164-999-5242 100-164-999-5242 100-164-999-5242 100-164-999-5242 100-164-999-5242 001-199-999-5250 001-100-999-5260 001-140-999-5248 001-140-999-5250 001-162-999-5118 001-162-999-5118 001-2130 100-2130 001-2390 100-2390 190-2390 300-2390 320-2390 330-2390 001-2390 100-2390 190-2390 300-23~0 320-2390 330-2390 001-162-999-5263 ITEM AMOUNT 18.00 18.00 12.67- 7.13 4.45 .34 1,312.84 25.00 50.00 25.54 1.98 10.90 8.70 1.52 9.09- 3.74- .99- 45.86 72.62 229.08 65.00 340.40 340.40 42.94 171.76 9,046.39 1,715.44 2,056.86 92.24 18~.21 216.37 ~,4.43 9.05 11.16 .46 .93 1.86 159.47 PAGE 4 CHECK AMOUNT 527.63 1,312.8~ 75.00 ?~.82 45.86 229.08 65.OO 680.80 13,593.10 159.47 11884 09/24/92 000249 PETTY CASH REIMBURSEMENT 190-183-819-5300 172.09 11884 09/24/92 000249 PETTY CASH REIMBURSEMENT 190-18~-809-5300 49.00 VOLICHRE2 09/25/92 10:57 CITY OF TENECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR NUMBER DATE NUMBER NAME ITEM ACCOUNT DESCRIPTION NUMBER ITEM AMOUNT CHECK AMOUNT 1188~ 09/24/92 000249 PETTY CASH 1188~ 09/24/92 000249 PETTY CASH 1188~ 09/24/92 000249 PETTY CASH 1188~ 09/24/92 000249 PETTY CASH 1188~ 09/24/92 000249 PETTY CASH 1188~ 09/24/92 000249 PETTY CASH 1188~ 09/24/92 000249 PETTY CASH 11884 09/24/92 000249 PETTY CASH t188~ 09/24/92 000249 PETTY CASH 11884 09/24/92 000249 PETTY CASH 1188~ 09/24/92 000249 PETTY CASH 1188~ 09/24/92 000249 PETTY CASH 11884 09/24/92 000249 PETTY CASH REIMBURSEMENT 190-183-809-5300 REIMBURSEMENT 190-180-999-5260 REIMBURSEMENT 190-183-4954 CASH REIMB. FOR CITY EN 001-100-999-5260 CASH REIMB. FOR CITY EN 001-110-999-5228 CASH REIMB. FOR CITY EN 001-120-999-5220 CASH REINB. FOR CITY EN 001-140-999-5260 CASH REIMB. FOR CITY EN 001-150-999-5260 CASH REINB. FOR CITY EM 001-150-999-5220 CASH REINB. FOR CITY EM 001-161-999-5260 CASH RE[NB. FOR CITY EIq 190-180-999-5230 CASH RE[MB. FOR CITY EM 190-180-999-5260 CASH REIMB. FOR CITY EN 100-16~-999-5214 24.65 20.00 19.00 39.00 15.03 6.46 15.50 22.20 13.58 20.75 10.78 15.00 38.62 481.66 11885 09/24/92 000255 PRO LOCK & KEY OPEN ACCOUNT FOR MISC. 190-180-999-5212 11886 09/24/92 000261 RANCHO BLUEPRINT MISC. BLUEPRINTS, ETC'. 001-163-999-5268 11886 09/24/92 000261 RANCHO BLUEPRINT MISC. BLUEPRINTS, ETC. 001-163-999-5268 78.12 15.73 12.12 78.12 27.85 11887 09/24/92 000267 RIVERSIDE COUNTY FIRE D HONEY COLLECTED IN ERRO 001-2230 96.00 96.0O 11888 09/24/92 000275 RONERO, LUCI 39 09/24/92 000291 SPEE DEE OIL CHANGE & T 11889 09/24/92 000291 SPEE DEE OIL CHANGE & T INTERVIEW LUNCHES REIMB 001-150-999-5260 REPAIR & R~INTENANCE;VE 310-180-999-5214 REPAIR & NAINTENANCE;VE 310-162-999-5214 121 22.49 22.49 lZl.34 ~.~ 11890 09/24/92 000307 TEMECULA TROPHY POOL TOURNAMENT TROPHIE 190-180-999-5300 11890 09/24/92 000307 TEMECULA TROPHY BILLIARD TROPHIES 190-180-999-5300 11890 09/24/92 000307 TEMECULA TROPHY 1ST PLACE 9 X 12 PLAOUE 190-183-905-5300 11890 09/24/92 000307 TEMECULA TROPHY 2ND PLACE 8 X 10 PLAGUE 190-183-907-5300 11890 09/24/92 000307 TEMECULA TROPHY 2NO PLACE 8 X 10 PLAGUE 190-183-909-5300 11890 09/24/92 000307 TEMECULA TROPHY TAX 190-183-905-5300 11890 09/24/92 000307 TEMECULA TROPHY TAX 190-183-907-5300 11890 09/24/92 000307 TEMECULA TROPHY TAX 190-183-909-5300 11891 09/24/92 000325 UNITED WAY OF THE INL~N 000325 UW 001-2120 11891 09/24/92 000325 UNITED WAY OF THE INLAN 000325 UW 100-2120 11891 09/24/92 000325 UNITED WAY OF THE INLAN 000325 UW 190-2120 11891 09/24/92 000325 UNITED WAY OF THE INLAN 000325 UW 300-2120 11891 09/24/92 000325 UNITED WAY OF THE INLAN 000325 U~ 330-2120 51.72 51.72 98.00 14.33 28.67 7.16 1.26 2.51 62.76 8.00 14.00 1.24 5.00 255.37 91.00 11892 09/24/92 000326 UNITOG RENTAL SERVICE 11892 09/24/92 000326 UNITOG RENTAL SERVICE 2-SETS OF UNIFORMS; 09/100-164-999-5243 2-SETS OF UNIFORMS; CLE 100-164-999-5243 12.50 12.50 25.00 11893 09/24/92 000375 SOUTHERN CALIF TELEPHON 7143493437/AUG. 92 001-161-999-5208 58.69 58.69 11894 09/24/92 000389 USCN 000389 PT RETIR 001-2160 11894 09/24/92 000389 USCM 000389 PT RETIR 190-2160 478.84 229.46 708.30 11895 09/24/92 000422 ACCUCOPY COPY JOB FOB B&S 001-162-999-5665 170.49 170.69 VOUCHRE2 09/25/92 VOUCHER/ CHECK NUMBER 11896 11897 11898 11899 11900 11901 11902 11902 11902 11902 11903 11904 11905 11906 11906 11906 11906 11906 11906 11906 11907 11907 11907 11908 11909 11910 11910 11910 11910 11911 11912 11912 11913 10:57 CHECK DATE 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 09/24/92 VENDOR VENDOR NUMBER NAME 000~23 H & H CRAFT & FLORAL SU 000426 RANCHO INDUSTRIAL SUPPL 000427 ARTESlA IMPLEMENT 000~7 CUMTRONIX OF HEMET 000459 TUMBLE JUMBLE 000~73 CALIFORNIA REOEVELO!~EN 000511 RIG CONNUNICATIOR$ 000511 WIG CORIJNICATIONS 000511 MIG COleIUNICATIONS 000511 WIG COMMUNICATIONS 000513 SIMMONS, BECKY MCLEAN 000518 DEL RIO CARE ANIMAL HOS 000521 STEWART, BRUCE M. 000532 SECURITY PACIFIC RAT'L 000532 SECURITY PACIFIC NAT'L 000532 SECURITY PACIFIC NAT'L 000532 SECURITY PACIFIC NAT'L 000532 SECURITY PACIFIC NAT#L 000532 SECURITY PACIFIC RAT'L 000532 SECURITY PACIFIC NATAL 000554 SMITH BROS. TEAM SPORTS 000554 SMITH BROS. TEAM SPORTS 000554 SMITH BROS. TEAM SPORTS 000557 JOHNSON REPEATER 000558 ADVANCED MOBILCI31e4 000561 OLSEN PHOTO ASSOCIATES 000561 OLSEN PHOTO ASSOCIATES 000561 OLSEN PHOTO ASSOCIATES 000561 OLSEN PHOTO ASSOCIATES 000567 HARKER, EVELYN 000572 MAYNARD 000572 MAYNARD 000575 OENNY SOFTWARE CONSULTI CiTY OF TEMEOULA VOUCHER/CHECK REGISTER FOR ALL PER!OOS iTEM DESCR I PT I ON OPEN P.O. REC SUPPLIES/ OPEN P.O./JANITORIAL 9/ OPEN ACCOUNT FOR REPAIR PROTECTIVE CASE FOR NAN 80~ OF CONTRACT/GYMNAST 10~ SURCHARGE/REDEVEL. THE ACCESSIBILITY CHECK SAFETY FIRST CHECKLIST FRE I GHT TAX WORDPERFECT TRAINING CR VET SERVICES AS NEEDEO OPEN PURCHASE ORDER FOR 479802000001/PB AUG/92 EXPENSES/TS EXPENSES/OB/92/SN EXPENSES AUG./K.L. EXPENSES AUG. 92/D.D. EXPENSES AUG. 92/0.0. EXPENSES AUG./ J.N. GAURD SHORTS FRE I GHT TAX MONTHLY PALOMAR BASE~AU MONTHLY ELSINORE BASE U FIRST PRINT OF PHOTOS F 27 ADDiTiONAL PRINTS FREIGHT TAX TRAVEL REIMB. AUG. 92 MAYNSTREAM SOFTWARE UPG FREIGHT TEMPORARY SERVICE; FINA ACCOUNT NUMBER 190-180-999-5300 190-180-999-5212 310-180-999-5214 100-164-999-5242 190-18~-802-5300 160-199-999-5264 190-180-999-5220 190-180-999-5220 190-180-999-5220 190-180-999-5220 320-199-999-5250 001-170-999-5285 001-162-999-5250 001-100-999-5258 001-163-999-5260 190-180-999-5260 001-100-999-5258 001-110-999-5260 001-110-999-5258 001-110-999-5258 190-183-810-5300 190-183-810-5300 190-183-810-5300 001-199-999-5209 001-199-999-5209 190-180-999-5220 190-180-999-5220 190-180-999-5220 190-180-999-5220 190-180-999-5258 320-199-999-5221 320-199-999-5221 001-140-999-5118 ITEM AMOUNT 26.80 69.05 343.66 76.50 218.40 75.00 49.95 39.95 4.50 6.97 850.00 18.00 200.00 1,313.92 219.07 22.57 726.86 76.03 820.00 39.67 67.50 4.12 5.23 372.00 390.60 40.50 148.50 15.00 15.81 403.15 99.00 7.00 PAGE 6 CHECK AMOUNT 26.80 69.05 343.(~ 76.50 218.40 75.00 101.37 850.00 18.00 200.00 3,218.12 76.85 372.00 390.60 219.81 403.15_ 106.00 466.90 VOUCHRE2 09/Z5/9Z 10: 57 VOUCHER/ CHECK CHECK NUMBER DATE 11914 09/24/92 11915 09/24/92 11916 0912~19~ VENDOR NUMBER 00058:3 000593 000595 VENDOR NAME RANCHO RUNNERS VILLAGE VENTURES LANIER, DENISE CITY OF TENECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION MESS. SERV. 09/04-09/15 SPECIAL DAY TRIP TUITION REIMBURSEMENT ACCOUNT NUMBER 001-140-999-5210 190-18~-938-5300 001-2110 ITEM AMOUNT 165.00 418.00 31.09 PAGE 7 CHECK AMOUNT 165.00 418.00 31.09 TOTAL CHECKS 71,997.35 VOUCHRE2 09/28/92 09:48 CITY OF TENECULA VOUCHER/CHECK REGISTER FOR ALL PERZOOS PAGE FUND TITLE 001 GENERAL FUND 190 CI31e4UNITY SERVICES DZSTRICT TOTAL ANOUNT 2,639.37 555.00 3,19~.37 VOUCHRE2 09/28/92 VOUCHER/ CHECK NUMBER 118/-.4 11845 11846 11848 11946 09:48 CHECK VENDOR VENDOR DATE NUMBER NAME 09/23/92 000597 STATE WATER RESOURCES C 09/23/92 0005~ UC REGENTS 09/23/92 000596 LEAGUE OF CA CITIES/LAF 09/24/92 000591 CAMPUS STORE 09/25/92 000310 TENECULA CREEK INN CITY OF TENECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS [TEN DESCRIPTION FEE FOR DISCHARG STORM CONSTRUCTION LAW CLASS REG. COMMISSIONER CONFE VIDEO CAMERA/CASE/TAPES ACCOUNT NUMBER 190-180-999-5250 190-180-999-5258 190-180-999-5258 001-163-999-5610 REINB. FOR CITY GOLF TO 001-2172 TOTAL CHECKS ITEM AMOUNT 250.00 215.00 90.00 839.37 1,800,00 PAGE 1 CHECK AMOUNT 250.00 215.00 90.00 839.37 1,800,00 3,196.37 VOUCHRE2 09/28/92 08:27 CITY OF TENECULA VOUCHER/CHECK REGISTER FOR ALL PERIOOS PAGE FUND TITLE 001 GENERAL FUND 100 GAS TAX FUND 110 RANCHO CALIF ROAD REIMB D/ST 120 DEVELOPMENT INPACT FUND 160 REDEVELOPMENT AGENCY FUND 190 COMMUNITY SERVICES DISTRICT 191 TCSD ZONE A 193 TCSD ZONE C 250 CAPITAL PROJECTS - TCSD 320 INFORMATZON SYSTENS 330 COPY CENTER FUND TOTAL AMOUNT 365,104.44 213,924.51 21,131.00 17,167.50 7,500.00 29,723.25 1,122.00 42,304,.32 18,753.47 6,258.71 3,363.48 726,352.68 VOUCHRE2 09/28/92 VOUCHER/ CHECK NUHBER 11920 11921 11921 11921 11921 11921 11921 11921 11921 11921 11922 11922 11922 11922 11922 11922 11923 11924 "'~24 24 11924 11925 11926 11926 11926 11926 11926 11926 11926 11926 11927 11928 11929 11929 11929 11929 11929 11929 11929 08:27 CHECK DATE 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 VENDOR NUMBER 000126 000126 000126 000126 000126 000126 000126 000126 000126 000127 000127 000127 000127 000127 000127 000143 000161 000161 000161 000161 00016/+ 000178 000178 000178 000178 000178 000178 000178 000178 000179 000202 000217 000217 000217 000217 000217 000217 000217 VENDOR NAME KEE, ROY L. JR' CALIFORNIA LANDSCAPE CALIFORNIA LANDSCAPE CALIFORNIA LANDSCAPE CALIFORNIA LANDSCAPE CALIFORNIA LANDSCAPE CALIFORNIA LANDSCAPE CALIFORNIA LANDSCAPE CALIFORNIA LANDSCAPE CALIFORNIA LANDSCAPE CALIFORNIAN CALIFORNIAN CALIFORNIAN CALIFORNIAN CALIFORNIAN CALIFORNIAN COPY LINE CORPORATION EDEN SYSTEMS, INC. EDEN SYSTEMS, INC. EDEN SYSTEMS, INC. EDEN SYSTEMS, INC. ESGIL CORPORATION GOLDEN STATE TRADING CO GOLDEN STATE TRADING CO GOLDEN STATE TRADING CO GOLDEN STATE TRADING CO GOLDEN STATE TRADING CO GOLDEN STATE TRADING CO GOLDEN STATE TRADING CO GOLDEN STATE TRADING CO GRAFFITI REMOVAL SERVIC J.F. DAVIDSON MARGARITA OFFICIALS ASS MARGARITA OFFICIALS ASS MARGAR]TA OFFICIALS ASS MARGARITA OFFICIALS ASS NARGARITA OFFICIALS ASS MARGARITA OFFICIALS ASS MARGARITA OFFICIALS ASS CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION REFUND/GRADING BOND/KE PAINT. AUG. 92 PAINT, AUG. 92 PAINT. AUG. 92 HEED ABATEMENT; LA SERE MEED ABATEMENT; VETERAN CR.-INADEQUATE PAINTENA NAINT. FOR SEPT. 92 PAINT. FOR SEPT. 92 PAINT. FOR SEPT. 92 OPEN PURCHASE ORDER FOR LEGAL ADVERTISING FY 92 CONTRACT ORDER FOR THE DISPLAY AD - MEEKDAY BA ON ACCT. CREDIT LEGAL ADVERTISING FY ~2 SERVICE CONTRACT FOR RI ACCOUNTING SOFTWARE PAC TRAVEL & SUPPORT COSTS TRAVEL ACCT. OVER BUDGE CREDIT 40X PAYMENT BUS PRO. SERV. 08/01-08/31/ 3865X NOTEBOOK COMPUTER TAX NOVELL LITE SOFTIJARE FREIGHT TAX GATEgAY RACK MOUNT PANE FREIGHT TAX GRAFFIT] REMOVAL;CITY 0 PRO. SERV. 08/01-08/31/ TOURNAMENT SOFTBALL HENS SOFTBALL WONEN'S SOFTBALL COED SOFTBALL HENS SOFTBALL gONEN'S SOFTBALL COED SOFTBALL ACCOUNT NUMBER 001-2670 190-180-999-5250 191-180-~99-5510 193-180-999-5510 190-180-~99-5250 190-180-999-5250 1~0-180-~-5250 190-180-999-5250 191-180-999-5510 193-180-999-5510 190-180-~9-5228 001-120-999-5256 001-161-999-5256 001-120-9~9-5254 001-120-~-525~ 001-120-999-5256 330-199-999-558~ 320-199-999-5221 001-199-~99-5250 001-199-999-5250 320-199-999-5221 001-162-999-5248 320-199-999-5604 320-199-999-5604 320-199-999-5221 320-199-999-5221 320-199-999-5221 320-199-q99-5221 320-199-999-5221 320-199-999-5221 001-170-999-5293 100-164-999-5406 190-183-932-5300 190-183-905-5300 190-18.:1-906-5300 190-18.t-907-5300 190-18~-905-5300 190-18~-906-5300 190-18t-907-5300 ITEM AMOUNT 1,000.00 9,664.80 561.00 21,152.16 1,160.00 1,095.00 500.00' 9,664.80 561.00 21,152.16 28.65 34.07 1,025.90 105.92 11.00- 29.43 1,758.00 6,075.01 1,197.28 1,197.28' 1,640.00' 1,450.00 112.38 130.00 10.00 10.07 100.00 3.50 7.75 4,025.00 10,000.00 803. O0 1 , 420. O0 274. O0 352.00 1,848.00 198.00 266.00 PAGE 2 CHECK AMOUNT 1,000. O0 66,510.92 1,212.97 1,758.00 4,435.01 5,807.96 1,82~.70 4,025.00 10,000.00 5,159.00 11930 10/06/92 000231 NBS/LOWRY 3-PARTY AGREEMENT 65% C 100-164-999-5248 4,875.00 'L1..930 10/06/92 000231 NBS/LOWRY 3-PARTY AGREEMENT 65X C 001-Z030 4,875.00 VOUCHREZ 09/28/92 VOUCHER/ CHECK NUMBER 11930 11930 11931 11931 11931 11931 11931 11931 11931 11931 11931 11931 11931 11931 11931 11931 11931 11931 11931 11931 11931 11931 11931 11931 11931 11931 11932 11932 11932 11932 11932 11932 11932 11932 11932 11932 11932 11932 11933 11934 11935 11936 11936 08:27 CHECK DATE 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 VENDOR NUIqBER 0007.31 000231 000235 000235 000235 000235 000235 000235 000235 000235 000235 000235 000235 000235 000235 000235 000235 000235 000235 000235 000235 000235 000235 000235 000235 000235 000257 000257 000257 000257 000257 000257 000257 000257 000257 000257 000257 000257 000262 000270 000329 000341 000341 VENDOR NAME NBS/LO~RY NBS/LOI, IRY OCB REPROGRAPHICS OCB REPROGRAPHICS OCB REPROGRAPHICS OCB REPROGRAPN]CS OCB REPROGRAPHICS OCB REPROGRAPH]CS OCB REPROGRAPHICS OCB REPROGRAPHICS OCB REPROGRAPHICS OCB REPROGRAPH[CS OCB REPROGRAPHICS OCB REPROGRAPHICS OCB REPROGRAPHICS OCB REPROGRAPHICS OCB REPROGRAPHICS OCB REPROGRAPHICS OCB REPROGRAPHICS OCB REPROGRAPHICS OCB REPROGRAPNICS OCB REPROGRAPH]CS OCB REPROGRAPHICS OCB REPROGRAPHICS OCB REPROGRAPHICS OCB REPROGRAPH]CS RAMTEK RAMTEK RAMTEK RAMTEK RAMTEK RAMTEK RAMTEK RAMTEK RAMTEK RAMTEK RAMTEK RAMTEK RANCHO WATER RJM DESIGN GROUP URBAN DESIGN STUDIO WILLDAN ASSOCIATES WILLDAN ASSOCIATES CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIOOS ITEM DESCRIPTION EXTRA gORK ORDER 3T35/2 CONSTRUCTION MANAGEMENT PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS FOR THE PRINTING COSTS'FOR THE DRAINAGE FACILITIES/08/ SCHEDULED ST. MAINT./08 DRAINAGE FACILITIES/8/1 SCHEDULED ST NAINT. 08/ DRAINAGE FACILITIES/08/ SCHEDULED ST NAINT./08 DRAINAGE FACILITIES/08/ DRAINAGE FACILITIES/09/ STREET MAINT./8/31;9/3; SCHEDULED ST MAINT 09/0 DRAINAGE FACILITIES SCHEDULED STREET NAINTE REFUND OF FIRE L1TIGAT! PRO. SERV. JUNE 92 OLD TOWN SPECIFIC PLAN PLAN CHECK SERV. JULY 9 CR. TASK #3045 WAS DUPL ACCOUNT NUMBER 001-163-999-5250 110-165-622-5804 250-190-129-5802 250-190-129-5802 250-190-129-5802 250-190-129-5802 250-190-129-5802 250-190-129-5802 250-190-~29-5802 250-190-129-5802 250-190-129-5802 250-190-129-5802 250-190-129-5802 250-190-129-5802 250-190-129-5802 250-190-129-5802 250-190-129-5802 250-190-129-5802 250-190-129-5802 250-190-129-5802 250-190-129-5802 250-190-129-5802 250-190-129-5802 250-190-129-5802 250-190-129-5802 250-190-129-5802 100-164-999-5401 100-164-999-5402 100-16~-999-5401 100-164-999-5402 100-164-999-5401 100-164-999-5402 100-164-999-5401 100-164-999-5401 100-164-999-5402 100-164-999-5402 100-164-999-5401 100-164-999-5402 120-199-4230 250-190-129-5802 160-199-801-5808 100-164-999-5248 100-164-999-5248 ITEM AMOUNT 195.00 21,131.00 8.24 20.47 42.45 59.91 52.37 175.86 16.16 80.49 7.94 25.00 21.12 77.36 19.50 248,~ 61.42 81.35 8.08 8.08 8.08 8.08 8.08 15.62 3,23 10.59 85.45 13,427.11 424.61 977.30 886.79 10,733,85 2,362.99 24,238.33 12,030.96 57,192.37 40,032.85 523.75 17,167.50 17,685.00 7,500.00 32,110.15 140.00- PAGE 3 CHECK AMOUNT 31,076.00 1,068.47 162,916.36 17,167.50 17,685.00 7,500.00 31,970.15 11937 10/06/92 000345 XEROX CORPORATION BILLI STAPLES 8R3625 330-199-999-5583 550.00 VOUCHRE2 09/28/92 VOUCHER/ CHECK NUHBER 11937 11937 1193~ 11938 11939 11939 11940 11940 11940 11940 11940 11940 11940 11940 11941 11941 11941 "'~42 +2 11942 11942 11942 11942 11943 11944 11945 08:27 CHECK DATE 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 10/06/92 VENDOR NUMBER 000345 000345 000345 000354 000388 000388 000406 000406 000406 000406 000406 000406 000406 000406 000434 000434 000434 000474 000474 000474 000474 000474 000474 000505 000553 000582 VENDOR NAME XEROX CORPORATION BILLI XEROX CORPORATION BILLI XEROX CORPORATION BILLI RIVERSIDE COUNTY HEALTH ICBO ICBO RIVERSIDE COUNTY SHERIF RIVERSIDE COUNTY SHERIF RIVERSIDE COUNTY SHERIF RIVERSIDE COUNTY SHERIF RIVERSIDE COUNTY SHERIF RIVERSIDE COUNTY SHER]F RIVERSIDE COUNTY SHER]F RIVERSIDE COUNTY SHERIF SIERRA COMPUTER SYSTEMS SIERRA COMPUTER SYSTEMS SIERRA CONPUTER SYSTEMS ARBOR-PRO TREE SERVICE ARBOR-PRO TREE SERVICE ARBOR-PRO TREE SERVICE ARBOR-PRO TREE SERVICE ARBOR-PRO TREE SERVICE ARBOR-PRO TREE SERVICE ENVIRONMENTAL RECOVERY ' HAGIC MOUNTAIN PLANNING & DESIGN SOLUT CITY OF TEMECULA VOUCHER/CHECK REGISTER FOX ALL PERIODS 1TEN DESCRIPTION FUSER ~EBB 8R3692 DEVELOPER 5R177 TAX ANIMAL CONT. SERV. JULY NEW UNIFORM BUILDING CO NEW UNIFORM BUILDING CO CAL-ID FY 92/9"5 ASSESSM SWORN STAFF/FOR JULY 19 MOTORCYCLE OFFICERS/JUL SPECIAL ENFORCEMENT TEA CRIME PREV. OFFICER/JUL COIqN, SERVICE OFFICER/J OFFICE ASST/JULY 1992 MILEAGE/JULY 1992 PERMIT SOFTWARE PACKAGE PERMIT SOFTWARE PACKAGE PERMIT SOFTWARE PACKAGE TRiM 74 TREES ON JEFFER REMOVE 25 TREES ON JEFF GRIND OUT 25 STUMPS ON REMOVE 2 TREES ON RANCH GRIND OUT 2 STUMPS ON R MOVE IN REMOVAL AND TRANSPORTAT MAGIC MOUNTAIN TICKETS PREPARATION OF 1 (ONE) ACCOUNT NUMBER 330-1~-~-5583 330-1~-~-5583 330-199-999-5583 001-172-999-5255 001-162-999-5228 001-162-999-5228 001-170-999-528~ 001-170-999-5288 001-170-999-5299 001-170-999-5298 001-170-999-5290 001-170-999-5281 001-170-999-5282 001-170-999-5262 001-162-999-5660 001-162-999-5660 001-163-999-5660 100-16~-999-5402 100-164-999-5402 100-164-999-5402 100-164-999-5402 100-164-999-5402 100-164-999-5402 001-162-999-5250 190-183-945-5300 001-199-999-5224 ITEM AMOUNT 220.00 720.00 115.48 5,569.18 2,811.85 151.77 19,180.00 212,105.65 21,862.72 19,875.20 6,079.92 16,128.00 2,903.43 18,115.24 2,583.39 650.55 2,402.26 2,200.00 900.00 600.00 165.00 48.00 250.00 14,548.00 3,451.00 3,050.00 PAGE CHECK AMOUNT 1,605.48 5,569.18 2,963.62 316,250.16 5,636.20 4,163.00 14,548.00 3,451.00 3,050.00 TOTAL CHECKS 726,352.68 ITEM NO., 4 APPROVAL CITY ATTORNEY~ CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Mary Jane Henry, Finance Officer DATE: October 6, 1992 SUBJECT: Breathing Support Vehicle Lease RECOMMENDATION: That the City Council approve the Breathing Support Vehicle Lease with the County of Riverside and authorize the Mayor and City Clerk to execute the lease. DISCUSSION: The City recently purchased a Breathing Support Vehicle to be used as an integrated unit of our fire protection program as contracted with Riverside County. The attached lease has been reviewed by the City Attorney. FISCAL IMPACT: Department budget. Attachment: The maintenance costs of the unit are included in the Fire Lease of Fire Equipment, County of Riverside and City of Temecula 1 2 LEASE OF FIRE EQUIPMENT This lease made and entered into on between the City of Temecula hereinafter called City, and the County of Riverside, State of California, hereinafter called county. 5 WHEREAS, the City and County have previously entered into a Fire Services Agreement whereby the County is to provide fire 6 protection services to the City. 7 NOW, THEREFORE, the City hereby leases to County and County hereby hires from the City the following described equipment on the 8 following terms and conditions. 9 1. EuuiDment. The leased equipment with radios shall be that equipment shown on Exhibit "A", attached hereto and made a 10 part hereof. 11 2. Term. This lease shall commence with the date hereof and end on 12 3. Consideration. The consideration for this rental shall 13 be the making and performance by the County of the obligations as set forth in this lease. 14 4. Use. The leased equipment shall be used as integrated 15 units of County's fire protection, rescue and medical aid program presently conducted by contract with the State of California, but 16 shall be stationed primarily in the City of Temecula. 17 5. Maintenance. During the term of this lease, County shall make such reasonable repairs to said equipment, (but not 18 including painting) as may be necessary to keep the equipment in operating condition; provided, however, that the County may cease 19 to make further repairs when the County determines that the repair costs during the period of this lease shall exceed $5,500 for any 20 fiscal year, or have exceeded the market value of the equipment. In the event the qity and County mutually determine that the 21 equipment is not fit for further use because of obsolescence or a collision, the County shall not be required to repair the equipment or maintain it in service. Upon such determination, the City shall have the option of replacing or repairing said equipment or.County 23 shall discontinue the particular service. 24 The City shall: 25 26 27 28 Acquire, license and make the equipment available. Reimburse the County for maintenance of the equipment, not to exceed $5,500 for any fiscal year. WILL ...... C KATZENSTEIN COUNT",' COL;NSEL SUITE 300 3535 · 10TH STREET RIVERSIDE. CALIFORNIA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 At the termination of this lease, County shall redeliver said equipment to the City in as good condition as when delivered to County, except for reasonable wear and tear or total loss of equipment. 6. Indemnification. a. County shall indemnify and hold City, its officers, agents, employees and independent contractors free and harmless from any claim or liability whatsoever, based or asserted upon any act or omission of County, its officers, agents, employees, subcontractors and independent contractors, for property damage, bodily injury or death or any other element ofdamage of any kind or nature, occurring during the use of the equipment to the extent that such liability is imposed on the City by the provisions of Section 895.2 of the Government Code of the State of California, and County shall defend at its expense, including attorney fees, City, its officers, agents, employees and independent contractors in any legal action or claim of any kind based upon such alleged acts or omissions. b. City shall indemnify and hold County, its officers, agents, employees and independent contractors free and harmless from any claim or liability whatsoever, based or asserted upon any act or omission of City, its officers, agents, employees, subcontractors and independent contractors, for property damage, bodily injury or death or any other element of damage of any kind or nature, occurr"~3 in the performance of this Agreement between the parties hereto to the extent that such liability is imposed on the County by the provisions of Section 895.2' of the Government Code of the State of California, and City shall defend at its expense, including attorney fees, County, its officers, agents, employees and independent contractors in any legal action or claim of any kind based upon such alleged acts or omissions. 20 21 22 23 c. As to property damage to the equipment, City shall be responsible for the first $50,000 in damages resulting from any single event or occurrence and County will be liable for any damages to the equipment in excess of $50,000 resulting from any single event or occurrence. 7. Title. City covenants and agrees that upon delivery of said equipment to County, City and shall be the sole owner of the 24 equipment and no other person, party, firm or corporation has or shall have any right, title or interest in or to them except as 25 hereinafter provided, and that during the term of this lease, or any extension thereof, said City shall not sell or encumber said 26 equipment or any interest therein except subject to the rights given County by virtue of this lease. The equipment shall be 27 registered in the name of City which shall cause them to be licensed. Nothing herein shall prevent City, if it so desires, 28 ' WILLIAM C KATZENSTEIN COUNTY COUNSEL SUITE 300 3535 · 10TH STREET RIVERSIDE. CALIFORNIA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WILLIAM C. KATZENSTEIN CObNTY COLjNSEL SUITE 300 3535 - 10TH STREET RIVERSIDE. CALIFORNIA EXHIBIT "A" LIST OF EQUIPMENT LEASED TO THE COUNTY OF RIVERSIDE BY THE CITY OF TEMECULA 1992 GMC Breathing Support Vehicle I.D. 1GDP7HIJ9NJ502955 - Unlicensed New Unit Number 92 - 8 9 10 11 12 from transferring its interests in the equipment to County unconditionally and terminating this lease if this is acceptable to County. 8. Holding Over. The initial term of this agreement shall be from the date of execution hereof to The term of this agreement shall be a one-year term thereafter. Either party to this agreement may terminate this agreement by providing written notice of termination to the other party hereto sixty (60) days prior to the expiration of the term hereof. In no event shall this agreement be terminated by either party prior to If no written notice of termination is received by either party, this agreement shall be automatically renewed on the same terms and conditions herein specified so far as applicable until: (1) A new agreement is fully executed, or (2) Termination of this agreement following 60 days prior written notice of termination. This agreement may be terminated by mutual consent of the parties at any time after _ 9. Delivery ~f Ngtice~. Any notices to be served pursuant 13 to this lease shall be considered delivered when deposited in the United States mail and addressed to: 14 15 16 17 COUNTY County Fire Chief 210 W. San Jacinto Ave. Perris, CA 92370 City Manager City of Temecula 43174 Business Park Drive Temecula, CA 9'2590 18 Provisions of this section do not preclude any notices being delivered in person to the addresses shown above. 19 IN WITNESS WHEREOF, the parties hereto have caused this 20 instrument to be signed and executed by its duly authorized officers the. day and year first hereinabove written. 21 /// /// 22 23 24 25 26 27 28 WILL,, ,.-1 C. KATZENSTEIN COUNTY COUNSEL SUITE 300 3535 - 10TH STREET RIVERSIDE. CALIFORNIA 1 2 4 5 6 7 8 9 By 10 !1 12 13 14 15 16 17 By 18 19 20 21 22 23 24 25 ATTEST: GERALD A. MALONEY Clerk of the Board Deputy ATTEST: June S. Greek, City Clerk APPROVED AS TO FORM: Scott Field, City Attorney 26 GB:mc 42581it 27 28 WILLIAM C KATZENSTEIN COUNTY COUNSEL SUITE 300 3535 - IOTH STREET RIVERSIDE. CALIFOR,",IIA COUNTY OF RIVERSIDE By Chairman, Board of Supervisors CITY OF TEMECULA By Patricia H. Birdsall Title Mayor ITEM NO. TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT APPROVAL City Manager/City Council Mary Jane Henry, Finance Officer October 6, 1992 Resolution 92- Allocation Bonds RECOMMENDATION: For Issuance of Redevelopment Agency Tax That the City Council adopt a Resolution entitled: RESOLUTION 92- THE RESOLUTION OF CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE ISSUANCE BY THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA NOT TO . EXCEED $25,000,000 OF ITS 1992 TAX ALLOCATION BONDS, SERIES A, AUTHORIZING THE EXECUTION AND DELIVERY OF A COOPERATION AGREEMENT, AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH. DISCUSSION: In orderto facilitate the sale of bonds the City Council needs to adopt the attached Resolution. Attachment: Resolution 92- V:%WP%CCBOND.AEN RESOLUTION NO. 92- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE ISSUANCE BY THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA OF NOT TO EXCEED $25,000,000 OF ITS 1992 TAX ALLOCATION BONDS, SERIES A, AUTHORIZING THE EXECUTION AND DELIVERY OF A COOPERATION AGREEMENT, AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION WHEREAS, the Redevelopment Agency of the City of Temecula (the "Agency") is authorized pursuant to Chapter 8 (commencing with Section 33000) of Part 1 of Division 24 of the California Health and Safety Code (the "Act") to issue bonds for any of its redevelopment purposes; and WHEREAS, the Agency, in order to provide for the financing of a portion of the Redevelopment Project (the "Project"), has indicated its intention to issue up to $25,000,000 aggregate principal amount of 1992 Tax Allocation Bonds, Series A, (the "Bonds"), the proceeds of which will be used to finance the Project; and WHEREAS, a portion of the proceeds of the Bonds will be used by the Temecula Valley Unified School District (the "District") to finance certain capital projects, in return for which the District will pledge a portion of its pass through amount to pay its pro rata share of the debt service on the Bonds; and WHEREAS, in order to expedite the issuance of the Bonds, the City, the Agency and the District will enter into a cooperation agreement (the "Cooperation Agreement"), the form of which has been presented to this City Council at this meeting. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Approval of Financing. The City Council hereby approves the financing of a portion of the Project, which constitutes a "redevelopmerit activity" as such term is defined in the Act, by means of the issuance of up to $25,000,000 principal amount of the Agency's 1992 Tax Allocation Bonds, Series A, pursuant to the provisions of the Act. Section 2. Cooperation Agreement. The Cooperation Agreement presented at this meeting is hereby approved. The Mayor or the Mayor Pro Tem is authorized and directed to execute and deliver said agreement, and the City Clerk is authorized and directed to attest the seal of the City. The agreement shall be executed in substantially the form hereby approved, with such additions thereto and changes therein as are recommended or approved by the City ~ Reso278 -1- Attorney and approved by such officials executing the document, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. Certification. The City Clerk shall certify the adoption of this resolution. PASSED, APPROVED AND ADOFrED this 6th day of October, 1992. Patricia H. Birdsall, Mayor ATTEST: 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, HEREBY DO CERTIFY that the foregoing Resolution No. 92- was duly adopted at a regular meeting of the City Council of the City of Temecula on the 6th day of October, 1992 by the following roll call vote. AYES: NOES: ABSENT: COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: June S. Greek, City Clerk Reso278 -2- ~ TEMECULA VALLEY UNIFIED SCHOOL DISTRICT ATTEST: By: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA ATTEST: By: Chairman CITY OF TEMECULA ATTEST: By: Mayor City Clerk forms/coopagr -3- COOPERATION AGREEMENT AMONG THE TEMECULA VALLEY UNIFIED SCHOOL DISTRICT, THE CITY OF TEMECULA AND THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA This Agreement is made as of ,1992, by and among the Temecula Valley Unified School District (the "District"), the City of Temecula (the "City"), and the Re, development Agency of the City of Temecula (the "Agency."). RECITALS: A. The Agency proposes to issue its 1992 Tax Allocation Bonds, Series A (the "Bonds") in a principal amount of $ , which is expected to be sufficient to finance certain redevelopment activities of the Agency, as well as certain capital projects for the District. The District's pro ram share of the principal amount of the Bonds is $, or % of the Bonds (the "District's Pro Rata Share"). B. A potion of the proceeds of the sale of the Bonds will be deposited into the District Bond Proceeds Account established under that certain Trust Indenture, dated as of November 1, 1992 ( the "Indenture"), between the Agency and , as trustee (the "Trustee"), in order to finance certain District capital projects. C. Under and pursuant'to that certain pass through agreement (the "Pass Through Agreement"), the District is enti~ed to a portion of the tax increment attributable to the Agency (the "District's Pass Through Amount'). D. The District proposes to pay the District's Pro Rata Share of the debt service on the Bonds, together with the District' s Pro Rata Share of administrative expenses relating to the Bonds, including annual and customary Trustee's fees. E. The District proposes to instruct the officials of Riverside County to pay the District's Pass Through Amount directly to the Trustee. The Trustee will deposit a portion of the District' s Pass Through Amount (as specified in Appendix A to the Indenture) to the Interest Account, Principal Account and Reserve Account as specified in Section 5.02 of the Indenture, and will deposit the remainder to the District's Pass Through Amount in the District Additional Projects Account. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: Section 1. The Agency shall use its best efforts to issue and sell the Bonds. Section 2. The District will take all actions necessary to assign its rights to the District's Pass Through Amount direc~y to the Trustee. The District's Pass Through Amount shall be applied by the Trustee only as follows: First, to the Interest Account, Principal Account and Reserve Account as provided in the Indenture solely to pay the District's Pro Rata Share of ~ forms/coopagr -1 - the debt service on the bonds; and, thereafter, to the District Additional Projects Account as provided in the Indenture to be used by the District for any lawful purpose. Section 3. In the event the District determines to redeem all or a portion of the District's Pro Rata Share of the Bonds in accordance with Section 4.01 (a) of the Indenture, the Agency will cooperate with the District in so redeeming Bonds. The Bonds to be so redeemed shall be by lot within each maturity to provide, as nearly as possible, for level debt service. Section 4. In the event the District purchases Bonds in the open market and presents them to the Trustee for cancellation in accordance with Section 4.01(b) of the Indenture, the Agency will cooperate with the District in so canecling Bonds. The Bonds to be so canceled shall be by lot within each maturity to provide, as nearly as possible, for level debt service. Section 5. In no event may the Agency or the District either provide for the optional redemption of Bonds in accordance with Section 4.01 (a) of the Indenture or the open market purchase of Bonds in accordance with Section 4.01 (b) of the Indenture in any one maturity in excess of its respective pro rata share of Bonds outstanding within such maturity. Section 6. The Agency and the District will cooperate in a defeasance of the Bonds in accordance with Section 10.03 of the Indenture under reasonable terms and conditions. Section 7. The Agency will not agree to any amendment or supplement to the Indenture which materially adversely affects the interests of the District without first obtaining the District's written consent. For purposes of this Section, any amendment or supplement providing for the issuance of Additional Bonds under the Indenture shall not be deemed to materially adversely affect the interests of the District in the absence of the District's showing that such issuance of Additional Bonds adversely affects the District's Pass Through Amount. Section 8. Neither the Agency nor the District will take any action, or omit to take any action, within their respective control which adversely affects the exclusion from federal income tax of interest on the Bonds. Section 9. It is hereby agreed that, for purposes of the calculation of the District' s Pro Rata Share, if for any reason a portion of the Bonds is redeemed or purchased in the open market and submitted to the Trustee for cancellation, the District's Pro Rata Share hereunder shall be adjusted to be that percentage calculated by dividing (1) the original principal amount of District Bonds less any redemption or open market purchase made at the District's direction from District funds, by (2) the principal amount of Bonds Outstanding under the Indenture following the redemption or open market purchase. Section 10. This Agreement shall be governed by and construed in accordance with the laws of the State of California. forms/coopagr -2- "~ ITEM NO. 6 APPROVAL CITY ATTORNEY FINANCE OFFICER CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Council/City Manager ,~Tim D. Serlet, Director of Public Works/City Engineer October 6, 1992 Award of Professional Services Contract to NBS/Lowry for Surveying Services on the Community Recreation Center Project (92-029) Land PREPARED BY: ~Michael D. Wolff, Senior Public Works Inspector RECOMMENDATION: That the City Council: Award a Professional Services contract in the amount of $38,450 to NBS/Lowry for land surveying services on the Community Recreation Center Project (92-029), and authorize the Mayor and City Clerk to sign said Contract· DISCUSSION: In January, 1992, the Department of Public Works solicited qualifications from interested engineering firms to provide the City with land surveying services (construction staking) for various Capital Improvement Projects throughout the year of 1992. Eleven (11) firms responded to the Request for Qualifications No. 004, and the responses were evaluated by Public Works Staff. The top four firms were interviewed and ranked one through four (1 - 4). All four firms have the necessary qualifications to perform the desired construction staking for the projects· Thus, the one through four (1 - 4) ranking was necessary to establish a rotation basis for project award. The ranking is as follows: 2. 3. 4. J.F. Davidson Associates, Inc. NBS/Lowry Rick Engineering, Inc. Robert Bein, William Frost & Associates A contract with a defined scope of work and an hourly budget not to exceed $38,450.00 has been negotiated· FISCAL IMPACT: The necessary funds of $38,450.00 are available through the Temecula Community Services District and have been appropriated to Account No. 250-180-129-5250. -1- pwO5%egdrpt%92%1006%92-O291s 0928e AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this ~ day of , 19t, between the City of Temecula, a municipal corporation, hereinafter referred to as "City" and NBSILowry, Incorporated, a California Corporation, hereinafter referred to as "Consultant". The parties hereto mutually agree as follows: SERVICES. Consultant shall perform the tasks set forth in Exhibit "A" attached hereto. Consultant shall complete the tasks according to the schedule set forth in Exhibit "A" . PERFORMANCE. Consultant shall at all times, faithfully, industrially and to the best of his ability, experience and talent, perform all tasks described herein. PAYMENT. The City agrees to pay Consultant monthly, at the hourly rates set forth in Exhibit B attached hereto, based upon actual time spent on the above tasks. This amount will not exceed $38,450 for the total term of the Agreement unless additional payment is approved by the City Council; provided that the City Manager may approve additional payments not to exceed ten percent (10%) of the Agreement, but in no event more than $10,000.00. 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. SUSPENSION, TERMINATION OR ABANDONMENT OF AGREEMENT. The City may, at any time, suspend, terminate or abandon 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. Within thirty-five (35) days after receiving an invoice from the Consultant, the City shall pay Consultant for work done through the date that work is to be ceased pursuant to this section. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement. BREACH OF CONTRACT. In the event that Consultant is in default for cause under the terms of this Agreement, the City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default. Default shall include not performing the tasks described herein to the standard of care of the Industry. Failure by the Consultant to make progress in the performance of work hereunder, if such failure arises out of causes beyond his control, and without fault or negligence of the Consultant, shall not be considered a default. -1- If the City Manager or his delegate determines that the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. TERM. This Agreement shall commence on , 19_, and shall remain and continue in effect until tasks described herein are completed, but in no event later than ,19_. Any disputes regarding performance, default or other matters in dispute between the City and the Consultant arising out of this Agreement or breech thereof, shall be resolved by arbitration. The arbitrator's decision shall be final. Consultant shall select an arbitrator from a list provided by the City of three retired judges of the Judicial Arbitration and Mediation Services, Inc. The arbitration hearing shall be conducted according to California Code of Civil Procedure Section 1280, et sea. City and Consultant shall share the cost of the arbitration equally. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of, or in the event of termination, suspension or abandonment of this Agreement, all instruments of service, including original documents, designs, drawings and notes 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. INDEPENDENT CONTRACTOR. The Consultant is and shall at all times remain as to the City a wholly independent contractor. Neither the City nor any of its officers, employees or agents shall have control over the conduct of the Consultant or any of the Consultant's officers, employees or agents, except as herein set forth. The 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. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except 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. LEGAL RESPONSIBILITIES. The Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. The City, and -2- 10. 11. 12. its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section. NOTICE. Whenever it shall be necessary for either party to serve notice on the other respecting this Agreement, such notice shall be served by certified mail, postage prepaid, return receipt requested, addressed to the City Manager of the City of Temecula, located at 43174 Business Park Drive, Temecula, California 92590 and the Consultant at 40925 County Center Drive, Suite 120, Temecula, California 92591 unless and until different addresses may be furnished in writing by either. party to the other. Notice shall be deemed to have been served seventy-two (72) hours after the same has been deposited in the United States Postal Services. This shall be valid and sufficient service of notice for all purposes. ASSIGNMENT. The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without the prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be the value to the City of the services rendered. LIABILITY INSURANCE. The Consultant shall maintain insurance acceptable to the City in full force an effect throughout the term of this contract, 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, his agents, representatives, employees or subcontractors. Insurance is to be placed with insurer with a Bests' rating of no less than A:VII. The costs of such insurance shall be included in the Consultant's bid. The Consultant shall provide the following scope and limits of insurBnce: Minimum Scooe of Insurance. Coverage shall be at least as broad as: Insurance Services Office form Number GL 0002 (Ed. 1/72) covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001 ). Insurance Services Office form no. CA 0001 (Ed. 1/78) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025. Workers' Compensation insurance as required by Labor Code of the State of California an Employer's Liability insurance· 4. Errors and Omissions insurance. o3- Minimum Limits of Insurance. Contractor shall maintain limits of insurance no less than: General Liability ~1,000,000 combined single limit per occurrence for bodily injury and property damage. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage· Workers' Compensation and Employer's Liability: Worker's compensation as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. Errors and Omissions Insurance. $1,000,000 per occurrence. Deductibles and Self-Insured Retentions. Any deductible in excess of $1,000 must be declared to and approved by the City. Other Insurance Provisions. Insurance policies required by this contract shall contain or be endorsed to contain the following provisions: All Policies. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice to the City via United States First Class Mail. General Liability and Automobile Liability Coverages. The City of Temeculao 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. With regard to claims arising from the Consultant's performance of the work described in this contract, the Consultant's insurance coverage shall be primary insurance as respects the City of Temecula, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall apply in excess of, and not contribute with, the Consultant's insurance. Any failure to comply with the reporting provisions of the policies 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. Worker's Compensation and Employers Liability Coveraoe. The insurer shall agree to waive all rights of subrogation against the City of Temecula, its officers, officials, employees and volunteers for losses arising from work performed by the Consultant for the City. Verification of CoveraQe. Contractor shall furnish the City 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 the City and are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant 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 of the requirements stated herein. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self insured retentions as respects the City, its officers, officials and employees; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. 13. INDEMNIFICATION. The Consultant agrees to indemnify and save harmless the City of Temecula, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense cost, 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 performance under the terms of this Agreement, excepting only liability arising out of the sole negligence of the City. 14. ENTIRE AGREEMENT. This Agreement and any documents or instrument attached hereto or referred to herein integrate all terms and conditions mentioned herein. or incidental hereto supersede all negotiations and prior writing in respect to the subject matter hereof. In the event of conflict between the terms, conditions, or provisions of this Agreement and any such document or instrument, the terms and conditions of this Agreement shall prevail. -5- EFFECTIVE DATE AND EXECUTION: This Agreement shall be effective from and after the date is signed by the representatives of the City. This Agreement may be executed in counterparts. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA By: Patricia H. Birdsall, Mayor APPROVED AS TO FORM: Scott F. Field, City Attorney ATTEST: June S. Greek, City Clerk -6- EXHIBIT "A" CITY OF TEMECULA PROJECT NO. 92-029 RANCHO CALIFORNIA SPORTS PARK MASS GRADING PHASE SCOPE OF WORK CLEAR AND GRUB Establish limits of grading by setting one set of stakes at 100-foot intervals at the perimeter of the project. BORROW AREA Ynez RoBd Verify existing topography, by cross-section, within borrow area. · Stake and grade perimeter of borrow area at 50-foot intervals. · Verify finish topography, by cross-section, within borrow area. Calculate volume of export removed from site. Pauba Road (8) M.W.D. Stake and grade perimeter of borrow area at 50-foot intervals. · Verify finish topography, by grid, within borrow area. · Calculate volume of export removed from site. MASS GRADE ·Set slope stakes along site perimeter and establish amphitheater location. Stake brow ditches (bench drains) at 50-foot intervals. · Provide offset stakes for the construction of the subdrain proposed at the centerline of the existing channel. A-1 EXHIBIT "A" (Continued) SCOPE OF WORK PROJECT NO. 92-029 ROUGH · GRADE Provide 50-foot grid for establishment of finish grade contours. Provide offset stakes at 50-foot intervals at top and toe of slope, including the amphitheater. Certify rough grade, at previously established 50-foot grid points, and determine final pay quantity. STORM · DRAIN Provide offset stakes for the construction of rip rap drop structures to be constructed in existing channel. Provide offset stakes for the construction of proposed 18-inch RCP. Provide offset stakes for the construction of 2 each of the following items: catch basins, emergency overside drains, headwall/wingwall structures and rip rap energy dissipator. A-2 EXHIBIT "B" CITY OF TEMECULA PROJECT NO. 92-029 RANCHO CALIFORNIA SPORTS PARK MASS GRADING PHASE FEE ESTIMATE Clear and Grub Principal Surveyor Survey Technician Survey Crew (2-Man) EST. HOURS RATE. 2 $ 95 8 $ 40 12 $130 Subtotal Borrow Area Ynez Road Principal Surveyor Survey Technician Survey Crew (2-Man) 4 $ 95 16 $ 40 32 $130 Pauba Road Principal Surveyor Survey Technician Survey Crew (2-Man) Subtotal 4 $ 95 8 $ 40 24 $130 Subtotal Mass Grading Principal Surveyor Survey Technician Survey Crew (2-Man) 12 $ 95 16 $ 40 52 $130 Subtotal Rough Grading Principal Surveyor Survey Technician Survey Crew (2-Man) 16 $ 95 16 $ 40 88 $130 Subtotal Storm Drain Principal Surveyor Survey Technician Survey Crew (2-Man) 8 $95 8 $ 40 32 $130 Subtotal TOTAL ESTIMATED FEE TOTAL 190.00 320.00 1,560.00 2,070.00 380.00 640.00 4,160.00 5,180.00 $ 380.00 320.00 3.120.00 3,820.00 1,140.00 640.00 6,760.00 8,540.00 $ 1,520.00 640.00 11,440.00 913,600.00 $ 760.00 320.00 4,160.00 5,240.00 938,450.00 A:~MeWw,.Ae, B- 1 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this day of , 19 , between the City of Temecula, a municipal corporation, hereinafter referred to as "City" and NBSILowry, Incorporated, a California Corporation, hereinafter referred to as "Consultant". The parties hereto mutually agree as follows: SERVICES. Consultant shall perform the tasks set forth in Exhibit "A" attached hereto. Consultant shall complete the tasks according to the schedule set forth in Exhibit "A" . PERFORMANCE. Consultant shall at all times, faithfully, industrially and to the best of his ability, experience and talent, perform all tasks described herein. PAYMENT. The City agrees to pay Consultant monthly, at the hourly rates set forth in Exhibit B attached hereto, based upon actual time spent on the above tasks. This amount will not exceed $38,450 for the total term of the Agreement unless additional payment is approved by the City Council; orovided that the City Manager may approve additional payments not to exceed ten percent (10%) of the Agreement, but in no event more than $10,000.00. 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. SUSPENSION, TERMINATION OR ABANDONMENT OF AGREEMENT. The City may, at any time, suspend, terminate or abandon 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. Within thirty-five (35) days after receiving an invoice from the Consultant, the City shall pay Consultant for work done through the date that work is to be ceased pursuant to this section. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement. BREACH OF CONTRACT. In the event that Consultant is in default for cause under the terms of this Agreement, the City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default. Default shall include not performing the tasks described herein to the standard of care of the Industry. Failure by the Consultant to make progress in the performance of work hereunder, if such failure arises out of causes beyond his control, and without fault or negligence of the Consultant, shall not be considered a default. -1- If the City Manager or his delegate determines that the Consultant defaults .in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. TERM. This Agreement shall commence on , 19_, and shall remain and continue in effect until tasks described herein are completed, but in no event later than ,19_. Any disputes regarding performance, default or other matters in dispute between the City and the Consultant arising out of this Agreement or breech thereof, shall be resolved by arbitration. The arbitrator's decision shall be final. Consultant shall select an arbitrator from a list provided by the City of three retired judges of the Judicial Arbitration and Mediation Services, Inc. The arbitration hearing shall be conducted according to California Code of Civil Procedure Section 1280, et sea. City and Consultant shall share the cost of the arbitration equally. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of, or in the event of termination, suspension or abandonment of this Agreement, all instruments of service, including original documents, designs, drawings and notes 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. INDEPENDENT CONTRACTOR. The Consultant is and shall at all times remain as to the City a wholly independent contractor. Neither the City nor any of its officers, employees or agents shall have control over the conduct of the Consultant or any of the Consultant's officers, employees or agents, except as herein set forth. The 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. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except 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. LEGAL RESPONSIBILITIES. The Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. The City, and -2- 10. 11. 12. its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section. NOTICE. Whenever it shall be necessary for either party to serve notice on the other respecting this Agreement, such notice shall be served by certified mail, postage prepaid, return receipt requested, addressed to the City Manager of the City of Temecula, located at 43174 Business Park Drive, Temocula, California 92590 and the Consultant at 40925 County Center Drive, Suite 120, Temecula, California 92591 unless and until different addresses may be furnished in writing by either party to the other. Notice shall be deemed to have been served seventy-two (72) hours after the same has been deposited in the United States Postal Services. This shall be valid and sufficient service of notice for all purposes. ASSIGNMENT. The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor. any monies due hereunder, without the prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be the value to the City of the services rendered. LIABILITY INSURANCE. The Consultant shall maintain insurance acceptable to the City in full force an effect throughout the term of this contract, 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, his agents, representatives, employees or subcontractors. Insurance is to be placed with insurer with a Bests' rating of no less than A:VII. The costs of such insurance shall be included in the Consultant's bid. The Consultant shall provide the following scope and limits of insurance: Minimum Scooe of Insurance. Coverage shall be at least as broad as: Insurance Services Office form Number GL 0002 (Ed. 1/72) covering Comprehensive General Liabilit,,, and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001 ). Insurance Services Office form no. CA 0001 (Ed. 1/78) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025· Workers' Compensation insurance as required by Labor Code of the State of California an Employer's Liability insurance. 4. Errors and Omissions insurance. -3- Minimum Limits of Insurance· Contractor shall maintain limits of insurance no less than: General Liability $1,000,000 combined single limit per occurrence for bodily injury and property damage. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. e Workers' Compensation and Employer's Liability: Worker's compensation as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. 4. Errors and Omissions Insurance. $1,000,000 per occurrence. Deductibles and Self-Insured Retentions. Any deductible in excess of $1,000 must be declared to and approved by the City. Other Insurance Provisions. Insurance policies required by this contract shall contain or be endorsed to contain the following provisions: All Policies. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice to the City via United States First Class Mail. General Liability and Automobile Liability Coverages. The City of Temecula, 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. With regard to claims arising from the Consultant's performance of the work described in this contract, the Consultant's insurance coverage shall be primary insurance as respects the City of Temecula, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall apply in excess of, and not contribute with, the Consultant's insurance. Any failure to comply with the reporting provisions of the policies 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. Worker's Comoensation and Emolovers Liability Coveraae. The insurer shall agree to waive all rights of subrogation against the City of Temecula, its officers, officials, employees and volunteers for losses arising from work performed by the Consultant for the City. Verification of Coverage. Contractor shall furnish the City with certificates of insurance effecting coverage required by this clause. The certificates for eac, h 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 the City and are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant 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 of the requirements stated herein. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self insured retentions as respects the City, its officers, officials and employees; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. 13. INDEMNIFICATION. The Consultant agrees to indemnify and save harmless the City of Temecula, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense cost, 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 performance under the terms of this Agreement, excepting only liability arising out of the sole negligence of the City. 14. ENTIRE AGREEMENT. This Agreement and any documents or instrument attached hereto or referred to herein integrate all terms and conditions mentioned herein or incidental hereto supersede all negotiations and prior writing in respect to the subject matter hereof. In the event of conflict between the terms, conditions, or provisions of this Agreement and any such document or instrument, the terms and conditions of this Agreement shall prevail. -5- EFFECTIVE DATE AND EXECUTION: This Agreement shall be effective from and after the date is signed by the representatives of the City. This Agreement may be executed in counterparts. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. J. IVfatt Brudin, Vice President CITY OF TEMECULA By: Patricie H. Birdsall, Mayor APPROVED AS TO FORM: Scott F. Field, City Attorney ATTEST: June S. Greek, City Clerk -6- EXHIBIT 'A' CITY OF TEMECULA PROJECT NO. 92-029 RANCHO CALIFORNIA SPORTS PARK MASS GRADING PHASE SCOPE OF WORK CLEAR AND GRUB Establish limits of grading by setting one set of stakes at 100-foot intervals at the perimeter of the project. BORROW AREA Ynez Road · Verify existing topography, by cross-section, within borrow area. · Stake and grade perimeter of borrow area at 50-foot intervals. · Verify finish topography, by cross-section, within borrow area. · Calculate volume of export removed from site. Pauba Road ('~ M.W.D. · Stake and grade perimeter of borrow area at 50-foot intervals. · Verify finish topography, by grid, within borrow area. · Calculate volume of export removed from site. MASS GRADE · Set slope stakes along site perimeter and establish amphitheater location. · Stake brow ditches (bench drains) at 50-foot intervals. · Provide offset stakes for the construction of the subdrain proposed at the centerline of the existing channel. A-1 EXHIBIT 'A" (Continued) SCOPE OF WORK PROJECT NO. 92-029 ROUGH · GRADE Provide 50-foot grid for establishment of finish grade contours. Provide offset stakes at 50-foot intervals at top and toe of slope, including the amphitheater. Certify rough grade, at previously established 50-foot grid points, and determine final pay quantity. STORM · DRAIN Provide offset stakes for the construction of rip rap drop structures to be constructed in existing channel. Provide offset stakes for the construction of proposed 18-inch RCP. Provide offset stakes for the construction of 2 each of the following items: catch basins, emergency overside drains, headwall/wingwall structures and rip rap energy dissipator. A-2 EXHIBIT "B" CITY OF TEMECULA PROJECT NO. 92-029 RANCHO CALIFORNIA SPORTS PARK MASS GRADING PHASE FEE ESTIMATE Clear and Grub Principal Surveyor Survey Technician Survey Crew (2-Man) EST. HOURS RATE 2 $95 8 $ 40 12 $130 Subtotal Borrow Area Ynez Road Principal Surveyor Survey Technician Survey Crew (2-Man) 4 $ 95 16 $ 40 32 $130 Pauba Road Principal Surveyor Survey Technician Survey Crew (2-Man) Subtotal 4 $ 95 8 $ 40 24 $130 Subtotal Mass Grading Principal Surveyor Survey Technician Survey Crew (2-Man) 12 $ 95 16 $ 40 52 $130 Subtotal Rough Grading Principal Surveyor Survey Technician Survey Crew (2-Man) 16 $ '95 16 $ 40 88 $130 Subtotal Storm Drain Principal Surveyor Survey Technician Survey Crew (2-Man) 8 $95 8 $ 40 32 $130 Subtotal TOTAL ESTIMATED FEE TOTAL 190.00 320.00 1.560.00 2,070.00 $ 380.00 640.00 4,160.00 5,180.00 $ 380.00 320.00 3,120.00 3,820.00 $ 1,140.00 640.00 6,760.00 8,540.00 $ 1,520.00 640.00 11,440.00 $13,600.00 $ 760.00 320.00 4,160.00 $ 5,240.00 $38,450.00 A:%MB%Tem.Agr B- 1 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this day of ,19 , between the City of Temecula, a municipal corporation, hereinefter referred to as "City" and NBSILowry, Incorporated, a California Corporation, hereinafter referred to as "Consultant". The parties hereto mutually agree as follows: SERVICES. Consultant shall perform the tasks set forth in Exhibit "A" attached hereto. Consultant shall complete the tasks according to the schedule set forth in Exhibit "A". PERFORMANCE. Consultant shall at all times, faithfully, industrially and to the best of his ability, experience and talent, perform all tasks described herein. PAYMENT. The City agrees to pay Consultant monthly, at the hourly rates set forth in Exhibit B attached hereto, based upon actual time spent on the above tasks. This amount will not exceed $38.450 for the total term of the Agreement unless additional payment is approved by the City Council; orovided that the City Manager may approve additional payments not to exceed ten percent (10%) of the Agreement, but in no event more than $10,000.00. 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. SUSPENSION. TERMINATION OR ABA~NDONMENT OF AGREEMENT. The City may, at any time, suspend, terminate or abandon 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. Within thirty-five (35) days after receiving an invoice from the Consultant, the City shall pay Consultant for work done through the date that work is to be ceased pursuant to this section. If the City suspends, ' terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement. BREACH OF CONTRACT. In the event that Consultant is in default for cause un~ier the terms of this Agreement, the City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default. Default shall include not performing the tasks described herein to the standard of care of the Industry. Failure by the Consultant to make progress in the performance of work hereunder, if such failure arises out of causes beyond his control, and without fault or negligence of the Consultant, shall not be considered a default. -1- If the City Manager or his delegate determines that the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultam with written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. TERM. This Agreement shall commence on , 19_, and shall remain and continue in effect until tasks described herein are completed, but in no event later than ,19_. Any disputes regarding performance, default or other matters in dispute between the City and the Consultant arising out of this Agreement or breech thereof, shall be resolved by arbitration. The arbitrator's decision shall be final. Consultant shall select an arbitrator from a list provided by the City of three retired judges of the Judicial Arbitration and Mediation Services, Inc. The arbitration hearing shall be conducted according to California Code of Civil Procedure Section 1280, et seo. City and Consultant shall share the cost of the arbitration equally. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of, or in the event of termination, suspension or abandonment of this Agreement, all instruments of service, including original documents, designs, drawings and notes 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. INDEPENDENT CONTRACTOR. The Consultant is and shall at all times remain as to the City a wholly independent contractor. Neither the City nor any of its officers, employees or agents shall have control over the conduct of the Consultant or any of the Consultant's officers, employees or agents, except as herein set forth. The 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. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except as pro~,ided 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. LEGAL RESPONSIBILITIES. The Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. The City, and -2- its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section. 10. NOTICE. Whenever it shall be necessary for either party to serve notice on the other respecting this Agreement, such notice shall be served by certified mail, postage prepaid, return receipt requested, addressed to the City Manager of the City of Temecula, located at 43174 Business Park Drive, Temecula, California 92590 and the Consultant at 40925 County Center Drive, Suite 120, Temecula, California 92591 unless and until different addresses may be furnished in writing by either party to the other. Notice shall be deemed to have been served seventy-two (72) hours after the same has been deposited in the United States Postal Services. This shall be valid and sufficient service of notice for all purposes. 11. ASSIGNMENT. The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without the prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be the value to the City of the services rendered. 12. LIABILITY INSURANCE. The Consultant shall maintain insurance acceptable to the City in full force an effect throughout the term of this contract, 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, his agents~ representatives, employees or subcontractors. Insurance is to be placed with insurer with a Bests' rating of no less than A:VII. The costs of such insurance shall be included in the Consultant's bid. The Consultant shall provide the following scope and limits of insurance: A. Minimum Scooe of Insurance. Coverage shall be at least as broad as: Insurance Services Office form Number GL 0002 (Ed. 1/72) covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001 ). 2. Insurance Services Office form no. CA 0001 (Ed. 1/78) covering Automobile Liability, code I "any auto" and endorsement CA 0025.. Workers' Compensation insurance as required by Labor Code of the State of California an Employer's Liability insurance. 4. Errors and Omissions insurance. -3- Minimum Limits of Insurance. Contractor shall maintain limits of insurance no less than: General Liability $1,000,000 combined single limit per occurrence for bodily injury and property damage. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. Workers' Compensation and Employer's Liability: Worker's compensation as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. 4. Errors and Omissions Insurance. $1,000,000 per occurrence. Deductibles and Self-Insured Retentions. Any deductible in excess of $1,000 must be declared to and approved by the City. Other Insurance Provisions. Insurance policies required by this contract shall contain or be endorsed to contain the following provisions: All Policies. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice to the City via United States First Class Mail. General Liability and Automobile Liability Coverages. The City of Temecula, 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. With regard to claims arising from the Consultant's performance of the work described in this contract, the Consultant's insurance coverage shall be primary insurance as respects the City of Temecula, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall apply in excess of, and not contribute with, the Consultant's insurance. Any failure to comply with the reporting provisions of the policies 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. C® Worker's Comoensation and Emolovers Liabilitv Coveraoe. The insurer shall agree to waive all rights of subrogation against the City of Temecula, its officers, officials, employees and volunteers for losses arising from work performed by the Consultant for the City. Verification of Coveraae. Contractor shall furnish the City 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 the City and are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant 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 of the requirements stated herein. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self insured retentions as respects the City, its officers, officials and employees; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. 13. INDEMNIFICATION. The Consultant agrees to indemnify and save harmless the City of Temecula, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense cost, 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 performance under the terms of this Agreement, excepting only liability arising out of the sole negligence of the City. 14. ENTIRE AGREEMENT. This Agreement and 311y documents or instrument attached hereto or referred to herein integrate all terms and conditions mentioned herein or incidental hereto supersede all negotiations and prior writing in respect to the subject matter hereof. In the event of conflict between the terms, conditions, or provisions of this Agreement and any such document or instrument, the terms and conditions of this Agreement shall prevail. -5- EFFECTIVE DATF AND EXECUTION: Thia Agreement shall be effective from and after the date is signed by the representatives of the City. This Agreement may be executed in counterparts. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA By: Patricia H. Birdsall, Mayor APPROVED AS TO FORM: Scott F. Field, City Attorney ATTEST: June S. Greek, City Clerk -6- EXHIBIT "A" CITY OF TEMECULA PROJECT NO. 92-029 RANCHO CALIFORNIA SPORTS PARK MASS GRADING PHASE SCOPE OF WORK CLEAR AND GRUB · Establish limits of grading by setting one set of stakes at 100-foot intervals at the perimeter of the project. BORROW AREA Ynez Road · Verify existing topography, by cross-section, within borrow area. · Stake and grade perimeter of borrow area at 50-foot intervals. · Verify finish topography, by cross-section, within borrow area. · Calculate volume of export removed from site. Pauba Road (~ M.W.D. · Stake and grade perimeter of borrow area at 50-foot intervals. · Verify finish topography, by grid, within borrow area. · Calculate volume of export removed from site. MASS GRADE · Set slope stakes along site perimeter and establish amphitheater location. · Stake brow ditches (bench drains) at 50-foot intervals. · Provide offset stakes for the construction of the subdrain proposed at the centerline of the existing channel. A-1 EXHIBIT "A' (Continued) SCOPE OF WORK PROJECT NO. 92-029 ROUGH GRAD; Provide 50-foot grid for establishment of finish grade contours. · Provide offset stakes at 50-foot intervals at top and toe of slope, including the amphitheater. · Certify rough grade, at previously established 50-foot grid points, and determine final pay quantity. STORM · DRAIN Provide offset stakes for the construction of rip rap drop structures to be constructed in existing channel. Provide offset stakes for the construction of proposed 18-inch RCP. Provide offset stakes for the construction of 2 each of the following items: catch basins, emergency overside drains, headwall/wingwall structures and rip rap energy dissipator. A-2 EXHIBIT "B" CITY OF TEMECULA PROJECT NO. 92-029 RANCHO CALIFORNIA SPORTS PARK MASS GRADING PHASE FEE ESTIMATE Clear and Grub Principal Surveyor Survey Technician Survey Crew (2-Man) EST. HOURS 2 8 12 RATE $95 $ 40 $130 Subtotal Borrow Area Ynez Road Principal Surveyor Survey Technician Survey Crew (2-Man) 4 16 32 $95 $ 40 $130 Pauba Road Principal Surveyor Survey Technician Survey Crew (2-Man) 4 8 24 Subtotal $95 $ 40 $130 Subtotal Mass Grading Principal Surveyor Survey Technician Survey Crew (2-Man) 12 16 52 $95 $ 40 $130 Subtotal Rough Grading Principal Surveyor Survey Technician Survey Crew (2-Man) 16 16 88 $95 $ 40 $130 Subtotal Storm Drain Principal Surveyor Survey Technician Survey Crew (2-Man) 8 $95 8 $ 40 32 $130 Subtotal TOTAL ESTIMATED FEE TOTAL $ 190.00 320.00 1.560.00 $ 2,070.00 380.00 640.00 4,160.00 $ 5,180.00 $ 380.00 320.00 3,120.00 3,820.00 1,140.00 640.00 6,760.00 $ 8,540.00 $ 1,520.00 640.00 11,440.00 $13,600.00 760.00 320.00 4,160.00 $ 5,240.00 $38,450.00 ITEM NO. 7 APPROVAL CITY ATTORNEY FINANCE OFFICEI~ CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Council/City Manager Tim D. Serlet, Director of Public Works/City Engineer October 6, 1992 Award of Professional Services Contract to Leighton and Associates Inc. for Geotechnical Soils Testing Services on the Community Recreation Center Project (92-029) PREPARED BY: Michael D. Wolff, Senior Public Works Inspector RECOMMENDATION: That the City Council: Award a Professional Services Contract in the amount of $25,099.00 to Leighton and Associates Incorporated for geotechnical soils testing services on the Community Recreation Center Project (92-029), and authorize the Mayor and City clerk to sign said Contract. DISCUSSION: In January, 1992, the Department of Public Works solicited qualifications from interested engineering firms to provide the City with geotechnical soils testing services for various Capital Improvement Projects throughout the year of 1992. Three firms responded to the Request for Qualifications No. 003, and the responses were evaluated by Public Works Staff· The three firms were interviewed and ranked one through three (1 - 3). All three firms have the necessary qualifications' to perform the desired geotechnical testing services for the projects. Thus, the one through three (1 - 3) ranking was necessary to establish a rotation basis for project award. The ranking is as follows: Leighton and Associates Law/Crandall, Incorporated California Geo Tek, Incorporated A contract with a defined scope of work and an hourly budget not to exceed $25,099.00 has been negotiated· FISCAL IMPACT: The necessary funds of $25,099.00 are available through the Temecula Community Services District and have been appropriated to Account No. 250-180-129-5250. pwO5\agdrpt\92\1006\92-O29.geo 0929a AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this 6th day of October, 1992, between the City of Temecula, a municipal corporation, hereinafter referred to as "City" and Leighton and A&sociates, a California corporation, hereinafter referred to as "Consdtant". The parties hereto mutually agree as follows: SERVICES. Consultant shall perform the tasks set forth in Exhibit "A" attached hereto. Consultant shall complete the tasks according to the schedule set forth in Exhibit "A". PERFORMANCE. Consultant shall at all times, faithfully, industrially and to the best of his ability, experience and talent, perform all tasks described herein. PAYMENT. The City agrees to pay Consultant monthly, at the hourly rates set forth in Exhibit "B" attached hereto, based upon actual time spent on the above tasks. This amount will not exceed $25,099.00 for the total term of the Agreement unless additional payment is approved by the City Council; orovided that the City Manager may approve additional payments not to exceed ten percent (10%) of the Agreement, but in no event more than $10,000.00. 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. SUSPENSION. TERMINATION OR ABANDONMENT OF AGREEMENT. The City may, at any time, suspend, terminate or abandon 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. Within thirty-five (35) days after receiving an invoice from the Consultant, the City shall pay Consultant for work done through the date that work is to be ceased pursuant to this section. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement· BREACH OF CONTRACT. In the event that Consultant is in default for cause under the Terms of this Agreement, the City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default. Default shall include not parforming the tasks described herein to the reasonable satisfaction of the City Manager of the City. Failure by the Consultant to make progress in the performance of work hereunder, if such failure arises out of causes beyond his control, and without fault or negligence of the Consultant, shall not be considered a default. 2/formslARG-O4Revl122/92 -1- pwO1%pw92-O29~geoeoils.egt 0929 e If the City Manager or his delegate determines that the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall serve the Cortmitant with written notice of the default. The Commitant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. TERM. This Agreement shall commence on October 6, 1992, and shall remain and continue in effect until tasks described herain are completed, but in no event later than December 30, 1992. Any disputes regarding performance, default or other matters in dispute between the City and the Conmaltant arising out of this Agreement or breech thereof, shall be resolved by arbitration. The srbitrator's decision shall be final. Cormultant shall select an arbitrator from a list provided by the City of three retired judges of the Judicial Arbitration and Mediation Services, Inc. The arbitration hearing shall be conducted according to California Code of Civil Procedure Section 1280, et sea. City and Consultant shall share the cost of the arbitration equally. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of, or in the event of termination, suspension or abandonment of this Agreement, all original documents, designs, drawings and notes 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. INDEPENDENT CONTRACTOR. The Consultant is and shall at all times remain as to the City a wholly independent contractor. Neither the City nor any of its officers, employees or agents shall have control over the conduct of the Consultant or any of the Consultant's officers, employees or agents, except as her. in sat forth. The 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. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Comr4dtant for performing services her.under for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services her.under. LEGAL RESPONSIBILITIES. The Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. 2/formelARG-O4 Ray 1/22/92 -2- pwO 1%pw92-O29%geosoils.agt 0929 10. 11. 12. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Conmdtant to comply with this section. NOTICE. Whenever it shall be necessary for either party to serve notice on the other respecting this Agreement, such notice shall be served by certified mail, postage prepaid, return receipt requested, addressed to the City Manager of the City of Temecula, located at 43174 Business Park Drive, Temecula , California 92590, and the Consultant at 40935 County Center Drive, Temecula unless and until different addresses may be furnished in writing by either party to the other. Notice shall be deemed to have been served seventy-two (72) hours after the same has been deposited in the United States Postal Services. This shall be valid and sufficient service of notice for all purposes· ASSIGNMENT. The Cortsultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due her·under, without the prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be the value to the City of the services rendered. LIABILITY INSURANCE. The Consultant shall maintain insurance acceptable to the City in full force an effect throughout the term of this contract, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work her·under by the Consultant, his agents, representatives, employees or subcontractors. Insurance is to be placed with insurer with a Beets' rating of no less than A:VII. The costs of such insurance shall be included in the Contractor's bid. The Consultant shall provide the following scope and limits of insurance: A. Minimum Scooe of Insurance. Coverage shall be at least as broad as: Insurance Services Office Form No. GL-0002 (Ed. 1/73) covering Comprehensive General Liability and Insurance Services Office Form No. GL-0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" Form No. CG-00C1 ). Insurance Services Office Form No. CA-0001 (Ed. 1/78) covering Automobile Liability, code 1 "any auto" and Endorsement CA-0025. e Workers' Compensation insurance as required by Labor Code of the State of California an Employers' Liability insurance. 4. Errors and Omissions insurance. Be Minimum Limits of Insurance. Contractor shall maintain limits of insurance no less than: General Liability 81,000,000 combined single limit per occurrence for bodily injury and property damage· 2/formslARG-O4Revl122/92 -3- pwO1%pw92-O29%lleosoite.egt 0929 Ce De Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. e Workers' Compensation and Employer's Liability: Workers' compensation as required by the Labor Code of the State of California and Employers Liability limits of e 1,000,000 per accident. 4. Errors and Omissions Insurance. $1,000,000 per occurrence. Deductiblee and Self-Insured Retentions. Any deductible in excess of $1,000 must be declared to and approved by the City. Other Insurance Provisions. Insurance policies required by this contract shall contain or be endorsed to contain the following provisions: All Policies. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice to the City via United States First Class Mail. be General Liabilitv and Automobile Liability coverages. 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, lease, 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. With regard to claims arising from the Consultant'e performance of the work described in this contract, the Consultant's insurance coverage shell be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, 'its officers, officials, employees or volunteers shall apply in excess of, and not contribute with, the Consultant's insurance. Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City, its officers officials, employees or volunteers. 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. Worker's Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from work performed by the Consultant for the City. 2/forme/ARG-04 Rev 1122/92 4- pwO 1%pw92-O29\geoeoile.egt 0929 Verification of Coverage. Contractor shall furnish the City 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 the City and are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant 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 of the requirements stated herein. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self insured retentions as respects the City, its officers, officials and employees; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. 13. LICENSES. The Consultant and subconsultant shall obtain all necessary licenses, including but not limited to City Business License. 14. INDEMNIFICATION. The Consultant agrees to indemnify and save harmless the City, its officers, officials, employees and volunteers from and against any end all claims, demands, losses, defense cost, 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 performance under the terms of this Agreement, excepting only liability arising out of the sole negligence of the City. 15. ENTIRE AGREEMENT. This Agreement and any documents or instrument attached hereto or referred to herein integrate all terms and conditions mentioned herein or incidental hereto supersede all negotiations and prior writing in respect to the subject matter hereof. In the event of conflict between the terms, conditions, or provisions of this Agreement and any such document or instrument, the terms and conditions of this Agreement shall prevail. EFFECTIVE DATE AND EXECUTION: This Agreement shall be effective from and after the date it is signed by the representatives of the City. This Agreement may be executed in counterparts. 2/formelARG-04 Rev 1122/92 -5- pwO1%pw92-O29~ieoeoile.egt 0929 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CONSULTANT LEIGHTON AND ASSOCIATES By: CITY OF TEMECULA By Patricie H. Birdsall, Mayor Print Name and Title APPROVED AS TO FORM: Scott F. Field, City Attorney ATTEST: June S. Greek, City Clerk 2/forrrmlARG-O4 Rev 1122/92 -6- pwO1 ~pw92-O29~eoeoile.egt 0929 EXHIBIT "A" TASKS TO BE PERFORMED 2/formslARG-04 Rev 1122/92 EXHIBIT 'A" pw01 ~w92-O29\geosoils.egt 0929 September :24, 1992 (Revised September :28, 1992) Project No. 6920190-07 Attention: Subject: City of Temecula 43174 Business Park Drive Temecula, California 92590 Mr. Den Spagnolo Revised Proposal for C, eotechnical Services During the Mass Grading Phase for the Rancho California Spore Park, PW 92-029, City of Temecula, County of Riverside, California Leighton and Associates, Inc. is pleased to submit this proposed scope of services and associated costs for geotechnical services to be performed during mass grading for the Rancho California Sports Park. It is our understanding that two borrow sites and pou~ly a third borrow site will be needed to complete the rough grading phase of development Our services w~l be conducted in accordance with the directions of the City of Temecula's senior public works impector and will include field obset~/ation and testing during alluvial overexcavation procedures and fiH placement operations in accordance with the plans, specifications and soils report previously prepared for the Rancho California Sports Park. Our services will include the following; field documentation, laboratory testing, field density testing, and engineering review in accordance with the previous soils report, project specifications, contract documents, the Standard Specifications for Public Works Construction in the City of Temecula in addition to prudent industry standards. Detailed descriptions of our proposed scope of services are presented below. Perfore laboratory testing on soil samples and materials to obtain maximum dry density/optimum moisture, expansion, and sand equivalent test results. Maximum dry density/optimum moisture content test determines the maximum compaction of a specific soil which, when compared to the field density test of that same soft gives the result c-A-pressed in percent compaction. Expansion determines the soil swell so structural considerations can be made to resist these forces. Sand equivalent determines the percent of sand in relation to silts and clays which can be used to evaluate bedding material for pipes. Sample and test Import material at the source prior to its use as compacted ~H to determine its suitability. An expansion index and maximum dry density/optimum moisture content test will be conducted on samples from each of the borrow sites to evaluate the suitability of these soils for fill placement at the sports park. 1737 ATLANTA AVENUE, SUITE 1, RIVERSIDE, CALIFORNIA 92507 (714) 788-5800 FAX (714) 788--0831 6920190-0~ · Observe, document, and perform field density testing during rough grading operations which include alluvial removal/recompactlon, on site eut and fill grading and import operations. Observatiom made during grading operations are documented m insure that the recommendations presented in the soils report are followed. Situations that arise during grading are documented so an accurate record of the events can be recreated if needed. Field density tests are performed throughout grading procedures to measure compaction of natural and compacted fill soils for evaluation and determination of proper density. Test locations are determined by the senior soil technician on site. The senior public works inspector can provided input for the test location during his site visits. Summarize our ruults in a final compaction report of sheet graded conditions. It is our understanding that the site will be sheet graded, so no final foundation recommendations or pavement design will be provided at this time. ,4xvodated The estimated fees for this project are based upon the scope of services provided above utilizing our 1990 Professional Fog Schedule,. Our 1990 fec schedule provides a discount of appwximately 5 percent below our current 1992 rates. As an additional cost savinp measure, we will not charge the $25 dafiy rate for the nuclear gauge. During preparation of this proposal, we did not have a time schedule for the alluvial removal/recompaction operations, import operations, and fine grading of the site, We understand that our services may not be needed onsite at varying times during this project such as clearing and grubbing, move in, move out and days where importing operations may only .require part time observations and testing. Our estimate is based upon a total of 35 days of grading. Based upon 35 working days (at 8 hours per day), we have calculate~ the geotechnical costs for rough grading to be Twenty-F'r,,e Thousand, Ninety-Nine Dollars ($25,099). We have prepared a breakdown of our proposed costs which are shown on Table 1. Our services will be conducted on a time-and- materials basis in the field and documented by our daily reports. Mr. Randy Roff will be the project manager during'this phase of construction. Mr. Steve Alford will be the senior project engineer and Mr. Mark Bergmann will be the project geologist. Each of these people can be contacted if questions or problems arise during earthwork operations, A senior soil technician has not been assigned to this projea yet, but, who eva is assigned will be the onsite technician throughout the duration of the project, The senior soil technician will provide daily field report-~ to the Cities Senior Public Works Inspector summarizing the daily activities and hours spent onsite. -2- 6920190-07 If you have any questions regarding this proposal, please do not hesitate to contact this office. We appreciate this opportunity to be of service. Attachments: Table 1 - Cost Breakdown 1990 Geotechnical Fee S~hedule Respectfully submitted, 1-I~IGHTON AND ASSOCIATES, INC. Randal~.R~ Field Supervisor Distn'bution: (2) -3- EXHIBIT "B" PAYMENT SCHFDULE 2/formslARG-04 Rev 1122/92 EXHIBIT "B" pwO1~ow92-O29\geoeoils..,gt 0929 69'20190-07 TABLE 1 COST BREAKDOWN FIELD WORK IBased r~on 3~ Worldn~ Day~ Utiazin~ a Senior Soa · ~nior T~cian, 8 ho~ ~y x 35 da~ ~ $67 ho~ .......................... $1~7~ · ~eld Su~r, 35 hou~ ~ $~ hour ..................................... · M~um ~ ~mi~, 10 ~ $115 each ....................................... 1,~ · S~d ~alcn~ 1 ~ $45 each .............................................. · ~amion Ind~ 4 ~ $91 ~ch ............................................ · ~eld M~tin~ (5) .................................................... · Prcp~ation of a Final ~m~on Re~ .................................. 1.500 $2.$.099 LEIGHTON AND A$.R)ClATE$, INC. Cs0t&ch:ial and EnvhoiN~antal L~tes. bg ConsuliT.ds 1990 PROFESSIONAL FEE SCHEDULE GEOTECHNICAL SERVICES PROFESSIONAL STAFF FEES (per hour) ~TE Principal; ASsociate ............................. S 110 Senior Pro~ect Engineer/Geologist/Scientist .............. 62 Project Enfneef/Geofogist/Sctemist; Operations Manager .......................... 82 Senior Staff Engineer/Geoiogist/Scisnt~t; Field Supervisor ............................. 72 Staft Engineer/Geologist/Scientist; Senior Technician ............................ 62 Technician II .................................. 52 InformNiofi Specielist/Technical Illustrator; Technician I ......................... 47 Word Processor: Technical Assistant ................. 35 Overtime for fieio personnel wt t:~ Charged at the Iomelc fete ~ per hour. Overtime is dellnecl u ft'le ~ ~ 8 h434Jft oft weekclays. t,me Ixfofe 7 a.m. or aftor 5 p.m., end ell Siufdeys, Sund8~, and hobdays Expert v~tness teltimony will be Charged at $200.00 per hour; minimum charge of 3500.(30. ENGINEERING EQUIPMENT Ver, cle Usage ....................... $ 5 per hour Tiltmeier. inclinometer Rem~ut ................ 25 per amy Nuclear Soil Gauge ................... 25 par CornOuter T~me ................... 20 per ho~r Plofier ...................... 3 per ptOt GEOPHYSICS FIELD EQUIPMENT 12-Channel Se~smogral~h° ......... $ 45 per day Downhole Se~sgun ($4.50/Round) ....... 10 per day Electncal Res~sttwty Array ................ 130 per Streaming Potential Array ................ 90 per ~ Other Geophys~cat Equipment ................ Upon Rlqullt * A mobmzat~on/demobihzetlon fee Of $220.00 wffi be chm'gl~l for the se~smograpr~ HYDROGEOLOGY FIELD EQUIPMENT Water Level Recor0er ..................... $ 25 per Water Level Sounder ................. 25 per OH ConOuctwdy and Temperlture Prol)es ......... 25 per Herrod Data LOgger ..................... 300 per day Surtace Pump ......................... 25 per Stainless Steel Bmler ..................... 15 per day Suomers~bte Pump .................... 60 per Portmole Generator ..................... 50 per ~ Other Hydrogeology Equ~Orn~qt ............. Upon REIMBURSABLE EXPENSES Heavy rapmerit. suppleeatoN murence, terN, shipping, reproduction, ina othar mml)urlel~e expm'mes will be invoicl~ It celt p~l 1 ~ unless bled eirectly to, and ~ by client. mo prc3fect recIukes an overnight Itly. MoiNfeCorllmlt ................................ $ 14 MaiNe end Densay (Ring Sample) .................. MmdmumD~DenNty(OptjmumMotltureCont~ ........ 113 Moislure and Dermty (Chunk Sem~es) ................ 45 Spectllc Gmvey - Fine Aggreg~e ..................... 50 SpeelcGmvlty-CoameAggegee ................... 42 SleveAnNysis .................................. 50 Hy. romeeAnayms ............................. 65 Sioveendl+/dmmetorAne/els ...................... 96 Pecent Pemtng No. 200Sieve ...................... 35 Liquid Limit .................................... 44 Liquid Urnlt end Plastic lndex ....................... 83 ~ Equivelant ................................ '45 F_xpen.en Index ................................ Undistumed F. xpansfon ............................ 85 Direct Shear (Undistumecl) ......................... 98 Direct Shaw (~) ........................... C, msoedeion (W/O TimeRme) ...................... 105 Wfrme Rate, A4M: (Por kx:em~t) ................... 30 W/Extra Load, IV~: (Per Load) ...................... 25 R-Value (Unveated) ...... · ........................ 165 R-Value Crreeted) ................................ 185 CBR ........................................ 180 Sulfete Content ................................. 37 ResisUvity ~nU ~ ............................... ee pH .......................................... 27 on a separate schedule. INVOICES e. leoiDes are randeecl monthly. paye4e upon receipt. b. ArmmnarofS0%o~thefeeisr~lulredforpro~lctswtthetotelfee onmumo~.mionto~ovorequipmemm~dmm. PROPOSAL ACCEPTANCE PERIOD Propo~iswevelidfor35dmy~,urdelloffien~,'ilmmmed. I:HSCLOSURE tolctudorpollJl:MprmoflazIrdo4atiorlthelte, lnd egreetomL&AkxMoemseeeociatedw~hbunentlcipsted AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this 6th day of October, 1992, between the City of Temecula, · municipal corporation, hereinafter referred to as "City" and Leighton and Associates, a California corporation, hereinafter referred to as "Consultam". The parties hereto mutually agree as follows: SERVICES. Consultam shall perform the tasks set forth in Exhibit "A" attached hereto. Consultam shall complete the tasks according to the schedule set forth in Exhibit "A". PERFORMANCE. Consultam shall at all times, faithfully, industrially end to the best of his ability, experience and talent, perform all tasks described herein. PAYMENT. The City agrees to pay Consultam monthly, at the hourly rates set forth in Exhibit "B" attached hereto, based upon actual time spent on the above tasks. This amount will not exceed $25,099.00 for the total term of the Agreement unless additional payment is approved by the City Council; orovided that the City Manager may approve additional payments not to exceed ten percent (10%) of the Agreement, but in no event more than $10,000.00. Consultam 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. SUSPENSION. TERMINATION OR ABANDONMENT OF AGREEMENT. The City may, at any time, suspend, terminate or abandon 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 Consultam shall immediately cease all work under this Agreement, unless the notice provides otherwise. Within thirty-five (35) days after receiving an invoice from the Consultam, the City shall pay Consultam for work done through the date that work is to he ceased pursuant to this section. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement. BREACH OF CONTRACT. In the event that Consultant is in default for cause under the terms of this Agreement, the City shall have no obligation or duty to continue compensating Consultam for any work performed after the date of default· Default shall include not performing the tasks described herein to the reasonable satisfaction of the City Manager of the City. Failure by the Consultam to make progress in the performance of work hereunder, if such failure arises out of causes beyond his control, and without fault or negligence of the Consultam, shall not be considered a default. 2/forme/ARG-04 Rev 1/22/92 -1 - pwO1%pw92-O29%geoeoils.egt 0929 If the City Manager or his delegate determines that the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall serve the Consdtant with written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Corteultant 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. TERM. This Agreement shall commence on October 6, 1992, and shall remain and continue in effect until tasks described her. in are completed, but in no event later than December 30, 1992. Any disputes regarding performance, default or other matters in dispute between the City and the Conmaltant arising out of this Agreement or breech thereof, shall be resolved by arbitration. The arbitrator's decision shall be final. Consultant shall select an arbitrator from a list provided by the City of three retired judges of the Judicial Arbitration and Mediation Services, Inc. The arbitration hearing shall be conducted according to California Code of Civil Procedure Section 1280, et sea. City and Consultant shall share the cost of the arbitration equally. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of, or in the event of termination, suspension or abandonment of this Agreement, all original documents, designs, drawings and notes 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 Consdtant. INDEPENDENT CONTRACTOR. The Consultant is and shall at all times remain as to the City a wholly independent contractor. Neither the City nor any of its officers, employees or agents shall have control over the conduct of the Consultant or any of the Consultant's officers, employees or agents, except as her. in set forth. The 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. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services her. under for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services her. under. LEGAL RESPONSIBILITIES. The Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. 2/forrnelARG-04 Rev 1122/92 -2- pwO 1 ~pw92-O29%geoeoils.egt 0929 10. 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. NOTICE. Whenever it shall be necessary for either party to serve notice on the other respecting this Agreement, such notice shall be served by certified mail, postage prepaid, return receipt requested, addressed to the City Manager of the City of Temecula, located at 43174 Business Park Drive, Temecula , California 92590, and the Consdtant at 40935 County Center Drive, Temecula unless and until different addresses may be furnished in writing by either party to the other· Notice shall be deemed to have been served seventy-two (72) hours after the same has been deposited in the United States Postal Services. This shall be valid and sufficient service of notice for all purposes. 11. ASSIGNMENT. The Coneultant shell not assign the performance of this Agreement, nor any part thereof, nor any monies due her·under, without the prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be the value to the City of the services rendered. 12. LIABILITY INSURANCE. The Consultant shall maintain insurance acceptable to the City in full force an effect throughout the term of this contract, against claims for injuries to persons or damages to property which may arise from or in connection with the performance 'of the work her·under by the Consultant, his agents, representatives, employees or subcontractors. Insurance is to be placed with insurer with a Bests' rating of no less than A:VII. The costs of such insurance shall be included in the Contractor's bid. The Consultant shall provide the following scope and limits of insurance: A. Minimum Scooe of Insurance. Coverage shall be at least as broad as: Insurance Services Office Form No. GL-0002 (Ed. 1/73) covering Comprehensive General Liability and Insurance Services Office Form No. GL-0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" Form No. CG-0001 ). Insurance Services Office Form No. CA-0001 (Ed. 1/78) covering Automobile Liability, code I "any auto" and Endorsement CA-0025. Workers' Compensation insurance as required by Labor Code of the State of California an Employers' Liability insurance. 4. Errors and Omissions insurance. Be Minimum Limits of Insurance. Contractor shall maintain limits of insurance no less than: General Liability $1,000,000 combined single limit per occurrence for bodily injury and property damage. 2/forms/ARG-04 Rev 1122/92 -3- pw01%pw92-O29\geosoile.agt 0929 Ce De Automobile Liability: el ,000,000 combined single limit per accident for bodily injury and property damage. Workers' Compensation and Employer's Liability: Workers' compensation as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. 4. Errors and Omissions Insurance. $1,000,000 per occurrence. Deductibles and Self-Insured Retentions. Any deductible in excess of $1,000 must be declared to and approved by the City. Other Insurance Provisions. Insurance policies required by this contract shall contain or be endorsed to contain the following provisions: All Policies. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancaled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice to the City vie United States First Class Mail. be General LiabiliW and Automobile liability coverages. 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, lease, 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. With regard to claims arising from the Consultant's performance of the work described in this contract, the Conaultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall apply in excess of, and not contribute with, the Consultant's insurance. Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City, its officers officials, employees or volunteers. The Conaultant'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. Ce Worker's Compensation and Fmolovers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from work performed by the Consultant for the City. 2/fofrnslARG-04 Rev 1122/92 4- pw01 ~wg2-O29\geoeoile.egt 0929 Verification of Coveraae, Contractor shell furnish the City 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 the City end ere to be received end epproved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant 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 of the requirements stated herein. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self insured retentions as respects the City, its officers, officials and employees; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. 13. LICENSES. The Consultant and subconsultant shall obtain all necessary licenses, including but not limited to City Business License. 14. INDEMNIFICATION. The Consultant agrees to indemnify and save harmless the City, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense cost, 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 performance under the terms of this Agreement, excepting only liability arising out of the sole negligence of the City. 15. ENTIRE AGREEMENT. This Agreement and any documents or instrument attached hereto or referred to herein integrate all terms and conditions mentioned herein or incidental hereto supersede all negotiations and prior writing in respect to the subject matter hereof. In the event of conflict between the terms, conditions, or provisions of this Agreement and any such document or instrument, the terms and conditions of this Agreement shall prevail. EFFECTIVE DATE AND EXECUTION: This Agreement shall be effective from and after the date it is signed by the representatives of the City. This Agreement may be executed in counterparts. 2/formelARG-O4 Rev 1/22/92 -5- pwO 1 ~ow92-O29%geoMile.agt 0929 ' IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CONSULTANT LEIGHTON AND ASSOCIATES CITY OF TEMECULA By By: Patricia H. Birdsall, Mayor Print Name and Title APPROVED AS TO FORM: S~btt F. Field, City Attorney ATTEST: June S. Greek, City Clerk 2/forwmlARG-O4 Rev 1122/92 -6- pw01 ~w92-O29~,geoeoiis.egt 0929 EXHIBIT "A" TASKS TO BE PERFORMED 2/formslARG-04 Rev 1122/92 EXHIBIT "A" pw01%pw92-O29%geosoile.agt 092892 LEIGHTON AND ASSOCIATES, INC. hotechnical gnd Environmental Engineering Consuhnts September 24, 1992 (Revised September :28, 1992) Project No. 6920190-07 To: Attention: Subject: City of Temecula 43174 Business Park Drive Temecula, California 92590 Mr. Don Spagnolo Revised Proposal for C. veotechnical S~rvic~s During the Mass Grading Phase for the Rancho California Sports Park, PW 92-029, City of Temecula, County of Riverside, California Introdua/on Leighton and Associates, Inc. is pleased to submit this proposed scope of services and associated costs for geotechnical services to be performed during mass Fading for the Rancho California Sports Park. It is our understanding that two borrow sites and poss~ly a third borrow site will be needed to complete the rough grading phase of developmenL Our services will be conducted in accordance with the directions of the City of Temecula's senior public works inspector and will include field observation and testing during alluvial overexcavation procedures and fill placement operations in accordance with the plans, specifications and soils report previously prepared for the Rancho CaLifornia Sports Park. Our services will include the following; field documentation, laboratory testing, field density testing, and engineering review in accordance with the previous soils report, project specifications, contract documents, the Standard Specifications for PubLic Works Construction in the City of Temecula in addition to prudent industry standards. Deta~ed descriptions of our proposed scope of services are presented below. Perform laboratory testing on soil samples and materials to obtain maximum dry density/optimum moisture, expansion, and sand equivalent test results. Maximum dry density/optimum moisture content test determines the maximum compaction of a specific soil which, when compared to the field density test of that same soil gives the result expressed in percent compaction. Expansion determines the soil swell so structural considerations can be made to resist these forces. Sand equivalent determines the percent of sand in relation to silts and clays which can be used to evaluate bedding material for pipes. · Sample and test import material at the source prior to its use as compacted fill to determine its suitability. An expansion index and maximum dry density/optimum moisture content test will be conducted on samples from each of the borrow sites to evaluate the suitability of these soils for fill placement at the sports park. 1737 ATLANTA AVENUE, SUITE 1, RIVERSIDE, CALIFORNIA 92507 (714) 788-5800 FAX (714) 788-0831 6920190-07 Observe, document, and perform field density testing during rough grading operations which include alluvial removal/recompaction, on site cut and fill grading and import operations. Observations made during grading operations are documented to insure that the recommendations presented in the soils report are followed. Situations that arise during grading are documented so an accurate record of the events can be recreated if needed. Field density tests are performed throughout grading procedures to measure compaction of natural and compacted fdl soils for evaluation and determination of proper density. Test locations are determined by the senior soil technician on site. The senior public works inspector can provided input for the test location during his site visits. Summarize our results in a final compaction report of sheet graded conditions. It is our understanding that the site will be sheet graded, so no final foundation recommendations or pavement design will be provided at this time. The estimated fees for this project arc based upon the scope of services provided above utilizing our 1990 Professional Fee Schedule. Our 1990 fee schedule provides a discount of approximately 5 percent below our current 1992 rates. As an additional cost savings measure, wc will not charge the $7.5 daily rate for the nuclear gauge. During preparation of this proposal wc did not have a time schedule for the alluvial rcmovaYrccompaction operations, import operations, and fine grading of the site. Wc understand that our services may not be ncccled onsite at vazying times during this project such as clearing and grubbing, move in, move out and days where importing operations may only require part time observations and testing. Our estimate is based upon a total of 35 days of grading. Based upon 35 working days (at 8 hours per day), wc have calculated the gcoteclmical costs for rough grading to be Twenty-Five Thousand, Ninety-Nine Dollars ($25,099). Wc have prepared a breakdown of our pwposed costs which are shown on Table 1. Our services will be conducted on a time-and- materials basis in the field and documented by our daily reports. Personnd Mr. Randy Roff will be the project manager during this phase of construction. Mr. Steve Alford will be the senior project engineer and Mr. Mark Bergmann will be the project geologist. Each of these people can be contacted if questions or problems arise during earthwork operations. A senior soil technician has not been assigned to this project yet, but, who ever is assigned will be the onsite technician throughout the duration of the project. The senior soil technician will provide daily field reports to the Cities Senior Public Works Inspector summarizing the daily activities and hours spent onsite. -2- 6920190-07 If you have any questions regarding this proposal, please do not hesitate to contact this oftice. We ' appreciate this opportunity to be of service. RR/SA/MB/]d Attachments: Table 1 - Cost Breakdown 1990 Geotechnical Fee Schedule Distn'bution: (2) Addressee Respectfully submitted, T-gtGtflON AND ASSOCIATES, INC. Randal M. RY Field Supervisor Director of ~ -3- EXHIBIT "B" PAYMENT SCHEDULE 2/formslARG-04 Rev 1122/92 EXHIBIT, B, pw01%pw92-O29\geosoils.egt 092892 6920190437 TABLE 1 COST BREAKDOWN FIELD WORK (Based Upon 35 Woddng Days Ulilizgng a Senior Soil Technidan) · Senior Technician, 8 hours day x 35 day~ @ $67 hour .......................... $18,760 · Field Supervi~r, 35 hour~ @ $77 hour ..................................... 2,695 · Maximum Dry Density, 10 @ $113 each ...................................... 1,330 · Sand Equivalent, 1 @ $45 each .............................................. 45 · Expansion Index, 4 @ $91 each ............................................ 364 · Field Meetings (3) .................................................... · Preparation of a F'mal Compaction Report .................................. Tota/ 4O5 1.500 $2.5.099 LEIGHTON AND A$SOC'IATE$, INC. Geotechnicd and Environmental Engineering Consultants 1990 PROFESSIONAL FEE SCHEDULE GEOTECHNICAL SERVICES PROFESSIONAL STAFF FEES Pfinc~pli; A~eocime ............................. Senior Project Proj~ E~I~~: OHrm ~ .......................... Senmr S~ ~/~~; F~ ~ ............................. Staff ~1~~: Sen~ T~ ............................ TKhni~en II .................................. In~mtmn ~~ Iflus~E~; T~n I ......................... Word Pr~;; T~ mke~s. t~e M~e 7 a.m. ~d ho(~s. ~ar9e of ~.~. ENG;NEERING EQUIPME~ vemcle Us~e ............................ NucIer ~il GauGe ........................ Compeer ~m ......................... PIo~ef ................................. GEOP~SlCS FIELD EQUIPME~ 12*Channel Se:s~mph* Eternal Res~st~ ~r~ ................... Sireamen9 PotenhN sms~raph N~;GGEOLCGY F;~LD EQU1PME~ Water Levi R~Nf ....................... Water Level Sou~f ....................... Netran Data L~ ....................... Sudace Pu~ .......................... 5tamiHs Ste h~r ...................... Suo~rs~e Pure; ..................... Po~ie G~rat~ ....................... ~r ~ar~el~ E~t REIMBURSABLE EXPENSES ~a mr r~ ~ un~ b:l~ dw~ m, ~ Per O,~ ~ Of ~.~ LABORATORY CHARGES MoistumCome~t ................................ S 14 Moilurn arm DenMy (Ring Sampan .................. Maximum 0,/Density (~ ~e ~) ........ ~e n ~ (~ ~) ................ p~p~.~ ...................... ~nil~x ....................... ~ ~ (U~) ......................... ~m N (~) ........................... 115 W~e i, ~: (Pc ~) ................... W~a ~. ~: ~ ~) ...................... R-V/(U~I~) .............................. R-V~ ~m~e) ................................ I CBR ......................................... Si ~ ................................. 37 pH .......................................... T~ t~, rg mm. ~e. We. I~Ot~E~ P~L ACCE~E PER~D DISCLOSE 9060 390 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this 6th day of October. 1992, between the City of Temecula, a municipal corporation, hereinafter referred to as "City" and Leighton and Associates. a California corporation. hereinafter referred to as "Consdtant". The parties her.to mutually agree as follows: SERVICES. Consultant shall perform the tasks set forth in Exhibit "A" attached her.to. Consultant shall complete the tasks according to the schedule set forth in Exhibit "A". PERFORMANCE. Consultant shall at all times, faithfully, industrially and to the best of his ability, experience and talent, perform all tasks described her.in. e PAYMENT. The City agrees to pay Consdtant monthly, at the hourly rates set forth in Exhibit "B" attached her.to, based upon actual time spent on the above tasks. This amount will not exceed $25.099.00 for the total term of the Agreement unless additional payment is approved by the City Council; provided that the City Manager may approve additional payments not to exceed ten percent (10%) of the Agreement, but in no event more than $10,000.00. 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. SUSPENSION. TERMINATION OR ABANDONMENT OF AGREEMENT. The City may, at any time, suspend, terminate or abandon 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. Within thirty-five (35) days after receiving an invoice from the Consultant, the City shall pay Consultant for work done through the date that work is to be ceased pursuant to this section. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement. BREACH OF CONTRACT. In the event that Consultant is in default for cause under the terms of this Agreement, the City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default. Default shall include not performing the tasks described her.in to the reasonable satisfaction of the City Manager of the City. Failure by the Consultant to make progress in the performance of work her.under, if such failure arises out of causes beyond his control, and without fault or negligence of the Consultant, shall not be considered a default. 21formelARG-O4Rev1122192 -1- pwOl%pwg2-O29\geoeoils,agt 0929 e If the City Manager or his delegate determines that the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Conmaltant 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. TERM. This Agreement shall commence on October 6, 1992, and shall remain and continue in effect until tasks described her.in are completed, but in no event later than December 30, 1992. Any disputes regarding performance, default or other matters in dispute between the City and the Consultant arising out of this Agreement or breech thereof, shall be resolved by arbitration. The arbitrator's decision shall be final. Consultant shall select an arbitrator from a list provided by the City of three retired judges of the Judicial Arbitration and Mediation Services, Inc. The arbitration hearing shall be conducted according to California Code of Civil Procedure Section 1280, et sea. City and Consultant shall share the cost of the arbitration equally. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of, or in the event of termination, suspension or abandonment of this Agreement, all original documents, designs, drawings and notes 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. INDEPFNDENT CONTRACTOR. The Consultant is and shall at all times remain as to the City a wholly independent contractor. Neither the City nor any of its officers, employees or agents shall have control over the conduct of the Consultant or any of the Consultant's officers, employees or agents, except as her.in set forth. The 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. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services her.under for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services her.under. LEGAL RESPONSIBILITIES. The Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. 2/formelARG-O4 Rev 1122/92 -2- pwO1%pw92-O29~,geoMile.egt 0929 10. 11. 12. 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· NOTICE. Whenever it shall be necessary for either party to serve notice on the other respecting this Agreement, such notice shall be served by certified mail, postage prepaid, return receipt requested, addressed to the City Manager of the City of Temecula, located at 43174 Business Park Drive, Temecula , California 92590, and the Consultant at 40935 County Center Drive, Temecula unless and until different addresses may be furnished in writing by either party to the other. Notice shall be deemed to have been sewed seventy-two (72) hours after the same has been deposited in the United States Postal Services. This shall be valid and sufficient service of notice for all purposes· ASSIGNMENT. The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without the prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be the value to the City of the services rendered. LIABILITY INSURANCE· The Consultant shall maintain insurance acceptable to the City in full force an effect throughout the term of this contract, 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, his agents, representatives, employees or subcontractors. Insurance is to be placed with insurer with a Bests' rating of no less than A:VII. The costs of such insurance shall be included in the Contractor's bid. The Consultant shall provide the following scope and limits of insurance: A. Minimum Scooe of Insurance. Coverage shall be at least as broad as: Insurance. Services Office Form No. GL-0002 (Ed. 1/73) covering Comprehensive General Liability and Insurance Services Office Form No. GL-0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" Form No. CG-0001 ). Insurance Services Office Form No. CA-0001 (Ed. 1/78) covering Automobile Liability, code I "any auto" and Endorsement CA-0025. Workers' Compensation insurance as required by Labor Code of the State of California an Employers' Liability insurance· 4. Errors and Omissions insurance. Minimum Limits of Insurance. Contractor shall maintain limits of insurance no less than: General Liability $1,000,000 combined single limit per occurrence for bodily injury and property damage· 2/forma/ARG-O4 Rev 1/22/92 -3- pw01 ~wi2-O29%geosoils.~gT 0929 De Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. e Workers' Compensation and Employer's Liability: Workers' compensation as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident, 4. Errors and Omissions Insurance. $1,000,000 per occurrence. Deductibles and Self-Insured Retentions. Any deductible in excess of $1,000 must be declared to and approved by the City. Other Insurance Provisions. Insurance policies required by this contract shall contain or be endorsed to contain the following provisions: ae All Policies. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice to the City via United States First Class Mail. be General Liability and Automobile Liability coverages. 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, lease, 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. With regard to claims arising from the Consultant'a performance of the work described in this contract, the Conaultant'a insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall apply in excess of, and not contribute with, the Conaultant'a insurance. Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City, its officers officials, employees or volunteers. The Consultant'a 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. Worker's Compensation and Fmolovers Liability Coveraoe. The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from work performed by the Consultant for the City. 2/forrnelARG-O4 Rev 1122/92 -4,- pwO 1 ~ow92-O29%geoeoile.egt 0929 Verification of Coverage. Contractor shall furnish the City with certificates of insurance eftacting 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 the City and are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultact 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 of the requirements stated herein. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self insured retentions as respects the City, its officers, officials and employees; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. 13. LICENSES. The Consultant and subconsultant shall obtain all necessary licenses, including but not limited to City Business License. 14. INDEMNIFICATION. The Consultact agrees to indemnify and save harmless the City, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense cost, 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 performance under the terms Of this Agreement, excepting only liability arising out of the sole negligence of the City. 15. ENTIRE AGREEMENT. This Agreement and any documents or instrument attached hereto or referred to herein integrate all terms and conditions mentioned herein or incidental hereto supersede all negotiations and prior writing in respect to the subject matter hereof. In the event of conflict between the terms, conditions, or provisions of this Agreement and any such document or instrument, the terms and conditions of this Agreement shall prevail. EFFECTIVE DATE AND EXECUTION: This Agreement shall be effective from and after the date it is signed by the representatives of the City. This Agreement may be executed in counterparts. 2/formslARG-04 Rev 1122/92 -5- pwO1%pw92-O29~leoeoils.egt 0929 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CONSULTANT LEIGHTON AND ASSOCIATE CITY OF TEMECULA By: By Patricia H. Birdsall, Mayor Print Name and Title APPROVED AS TO FORM: Scott F. Field, City Attorney ATTEST: June S. Greek, City Clerk 2/fownelARG-O4 Rev 1122/92 -6- pwOl ~wg2-029%geoeoile.agt 0929 EXHIBIT "A" TASKS TO BE PERFORMED 2/formslARG-04 Rev 1/22/92 EXHIBIT 'A" pw01%pw92-O29%geosoils.egt 092892 LEIGHTON AND A$$OCIATES, INC. Geoteehnic. l and Environmental Enghacs, im3 Consultants September 24, 1992 (Revised September 28, 1992) Project No. 6920190-07 To: Attention: Subject: City of Temecula 43174 Business Park Drive Temecula, California 92590 Mr. Don Spagnolo Revised Proposal for Geotechnical Services During the Mass Grading Phase for the Rancho California Sports Park, PW 92-029, City of Temecula, County of Riverside, California Imrvdua/~ Leighton and Associates, Inc. is pleased to submit this pwposed scope orsentices and associated costs for geotechnical services to be performed during mass grading for the Raacho California Sports Park. It is our understanding that two borrow sites and poss~ly a third borrow site will be needed to complete the rough Fading phase of developmeaL Our services will be coaducted in accordance with the directions of the City of Temecula's senior public works inspector and will include field observation and testing during alluvial overexcavatioa proce. xlures and fill placement operations in accordance with the plans, specifications and soils report previously prepared 'for the Rancho California Sports Park. Our services will include the following; field documentation, laboratory testing, field density testing, and engineering review in accordance with the previous soils report, project specifications, contract documents, the Standard Specifications for Public Works Construction in the City of Temecula in addition to prudent industry standards. Detailed descriptions of our proposed scope of services are presented below. Proposed Scope Perform laboratory testing on soil samples and materials to obtain maximum dry density/optimum moisture, expansion, and sand equivalent test results. Maximum dry density/optimum moisture content test determines the maximum compaction of a specific soil which, when compared to the field density test of that same soft gives the result expressed in percent compaction. Expansion determines the soft swell so structural considerations can be made to resist these forces. Sand equivalent determines the percent of sand in relation to silts and clay~ which can be used to evaluate bedding material for pipes. Sample and test import material at the source prior to its use as compacted ~H to determine its suitability. An expansion index and maximum dry density/optimum moisture content test vnll be conducted on samples from each of the borrow sites to evaluate the suitability of these soils for fill placement at the sports park. 1737 ATLANTA AVENUE SUITE 1, RIVERSIDE CALIFORNIA 92507 (714) 788-5800 FAX (714) 788-0831 6920190-07 Observe, document, and perfore fidd density testing during rough grading operations which include alluvial removal/recompaction, on site cut and fill grading and import operations. Observations made during grading operations are documented to insure that the recommendations presented in the soils report are followed. Situations that arise during grading are documented so an accurate record of the events can be recreated if needed. Field density tests are performed throughout grading procedures to measure compaction of natural and compacted fill soils for evaluation and determination of proper density. Test locations are determined by the senior soil technician on site. The senior public works inspector can provided input for the test location during his site visits. Summarize our results in a final compaction report of sheet graded conditions. It is our understanding that the site will bc shcct graded, so no final foundation recommendations or pavement design will be provided at this time. Assodated Com The estimated fees for this project are based upon the scope of services provided above utilizing our 1990 Professional Fee Schedule. Our 1990 fee schedule provides a discount of approximately 5 percent below our current 1992 rates. As an additional cost savings measure, we will not charge the $25 daily rate for the nuclear gauge. During preparation of this proposal, we did not have a time schedule for the alluvial removaYrecompaction operations, import operations, and fine grading of the site. We understand that our services may not be needed onsite at varying times during this project such as clearing and grubbing, move in, move out and days wherc importing operations may only require part time observations and testing. Our estimate is based upon a total of 35 days of grading. Based upon 35 working days (at 8 hours per day), we have calculated the geotechniCal costs for wugh grading to be Twenty-Five Thousand, Ninety-Nine Dollars ($25,099). We have prepared a breakdown of our proposed costs which are shown on Table 1. Our services will be conducted on a time-and- materials basis in the field and documented by our daily reports. Personnd Mr. Randy Roff will be the project manager during this phase of construction. Mr. Steve Afford will be the senior project engineer and Mr. Mark Bergmann will be the project geologisL Each of these people can be contacted if questions or problems arise during earthwork operations. A senior soil technician has not been assigned to this project yet, but, who ever is assigned will be the onsite technician throughout the duration of the pwject. The senior soil technician will provide daily field reports to the Cities Senior Public Works Inspector summarizing the daily activities and hours spent orssite. -2- 6920190-07 If you have any questions regarding this propreal, plea.~ do not hesitate to contact thi~ office. We appreciate this opportunity to be of service. RR/SA/MB/jd Attachments: Table 1 - Cost Breakdown 1990 Geotechnicnl Fee Schedule Distribution: (2) Addressee Respectfully submitted, ~-~tGHTON AND ASSOCIATES, INC. Randal M. Ro~~ Field Supervisor Director of ~ -3- EXHIBIT "B" PAYMENT SCHEDULE 2/formslARG-04 Rev 1122192 EXHIBIT "B" pw01~ow92.-O29\geosoil',,.egt 092892 6920190-07 TABLE 1 COST BREAKDOWN FIELD WORK (Based Upon 35 Working Days Ualizing a Senior Soil Technidan} · Senior Technician, 8 hours day x 255 day~ @ $67 hour .......................... $18,760 · Field Supervisor, 255 hours @ $77 hour ..................................... 2,695 · Maximum Dry Density, 10 @ $113 each ...................................... 1,330 · Sand Equivalent, 1 @ $45 each .............................................. 45 · Expansion Index, 4 @ $91 each ............................................ 364 · Field Meetings (3) .................................................... 405 - Preparation of a Final Compaction Report .................................. Tom/ 1,500 LEIGHTON AND ASSOCIATES, INC. Geotechnic. I and Environmetal Engineering Consultrods 1990 PROFESSIONAL FEE SCHEDULE GEOTECHNICAL SERVICES PROFESSIONAL STAFF FEES (per hour) RA~ Princ~pN; A~-__~d_:-_-*e .............................$110 Senior Proiect Engw~e/Ge~ngi~/~mt ............. 92 Proj~t EngineelGlologilt/S6lnt~; Ol~t,,t~onl Manager .......................... 82 Senior Staff Engineer/Geologist/Scientist; Fie~l Suparvmor ............................. 72 Stiff EngineerlGeoiogist~; Senior TecNticiarl ............................62 Tecflnicmn II .................................. 52 Irdormatio~ Speciobt/Tec,rtical Illustrator; Tlchfiicilrl I .........................47 Word Processor; Technical Assistant .................35 Overtime for fie~cl personnel wig be crtargecI st t~e besio rate FuS S20.00 weekclays. time {0arfore I a.m. or after 5 p.m. and NI Saturdays. Sunclays. arlcI holR:llys. cl~arge of S800.00. ENGINEERING EQUIPMENT Vehicle Usage ............................ $ 5 per hour Tiltmeler. inclinometer Readout ................25 par clay Nuclear SOil Gauge ........................25 per clay COlTtOuter T~me ...........................20 per r, our Plotter ................................. 3 per GEOPHYSICS FIELD EQUIPMENT 12-Channel Seismogrspr~° ..................$ 45 per clay Downtroll Se~sgun ($4.501Round) .............I0 I~r Electtical Res~stivity Array ...................130 per Streaming Potential Array ...................90 par day Otn®r Geo;nys~cal Ec:luqame~t ................Upon Paquet · A moioil~zst~o~/cleff~ot)ilLzltjoel fee of S220.00 will be CfiltgecI for Ule se~smOgraOn. HY[:)ROGEGLOGY FIELD EQIJIPM ENT Waler Level Flecorclar .......................S 25 Ix~ Clay Water Level Spunclef .......................25 Ixr clay DN COn43UClMty and Temlxrsture Froins .........25 Ix~ Harms Data Luggar ........................ 3(X) p8 ~y Sur:aca Pump ............................ 25 Ixr Slsmiess Steel 8a.er .......................15 ~ clay Sul~mersi~le PumD ....................... 50 per clay PortalOe Generator ........................50 Wet clay OTher Hyc~rogeology EQu.Omefit ..............Upo~ REIMBURSABLE EXPENSES Heavy eQui;menL su;~leme.tal ~nsurance. lrav~l. $~. Inca other remmursa~e expenses w~ IX in~xce~ m corn I~m 15%. unleu I~illecl clerlG't~y to. ~ I~ I~f cl~ LABORATORY CHARGES TEST RATE MoishjfeCofitent ................................S 14 Moah~ and Density (ling Samples) .................. M:aknum ~ De,s~y (Opt~um Momure Come,t) ........ Moistura anti 0e,sity (Chunk Sempios) ................45 SpeclcGtavity-FmAgg~ ..................... 50 Specic Gravity - Coane Aggregate ...................42 SleveNtalysis .................................. 50 Hydro,merAnahrsis ............................. 65 SevearK2t.,y~0msterAnNysa ...................... e6 percefitPassing No. 200Sleve ......................35 L.iqual. imlt ....................................44 Liquid ~ arKI Plas'dc Index .......................83 Sand Equivalem ................................ 15 Ex~ Index ................................ Ufic~tumed Exparmo, ............................ 65 Direct Shear (Undimumed) .........................65 DirectShem'(Remo4de4:l) ...........................115 Consoddation 0N/O Tlme41ste) ......................105 W/T;me Rate. Add: (Per Im:nmem) ...................30 W/F_xtra Load. Aclcl: (Per Load) ......................25 R-Vaue (Urm'eated) ..............................165 R-Value CrfeatecI) ................................ CBR ......................................... 165 Sulfste Cornera .................................37 ResmtNity and pH ............................... 69 pH .......................................... 27 TriaJa4 testing. ree~d ~near t~ts. pe,neablty. ~mmio,. On I sapIrMa sctll~uM. INVOICES b. AretlfierolS0%~Nleeisrequitedforlc:N~v. f4ltotalfee bepaUclatthettmelhereportilreioasecltoIhecllefit- c. Thirtyl:mK~'~Tof111eleekxtMtclsluclielwtllbeinmicedimme~iatsiY PROPOSAL ACCEPTANCE PERIOD Propasaio ate vNicl to~ 30 aays, unless oti~efwiee staled, ~CLOSURE Clientagmeltolc~widedSinCltefirsl~esellionPerlinent 9060 39O ITEM NO. 8 APPROVAL TO: FROM: DATE: SU BJ ECT: CITY OF TEMECULA AGENDA REPORT City Cou nci l / City Manager Tim D. Setlet, Director of Public Works/City Engineer October 6, 1992 Final Parcel Map No. 22629 PREPARED BY: Kris Winchak,Senior Plan Check Coordinator RECOMMENDATION: That City Council APPROVE Final Parcel Map No. 22629, and Agreement for Property Lien, jnlieu of using Faithful Performance and Labor and Materials Bonds, subject to the Conditions of Approval. BACKGROUND: Tentative Parcel Map No. 22629 was originally approved by Riverside County on September u,, 1987 and the first extension of time was approved by the County on September 12, 1989. The second extension of time was approved by the City of Temecula Planning Commission on March 18, 1991. Conditions of Approval were added to the Second Extension of Time to make the project consistent with current City Standards. The applicant appealed the Conditions of Approval to the City Council ( reference Attachment No. 6, Minutes of the City Council meeting). Appeal No. 11 was heard by the City Council on April 23, 1991. The applicant appealed Conditions of Approval No. 10 and No. 11 requiring improvements on Via Telesio (formally Furman Court) and Green Tree Road. The applicant's justification was that these conditions would adversely affect the financial feasibility of the project. Conditions No. 10 and No. 11 were revised and approved by the City Council. In addition, Condition No. 17 was also revised by the City Council. The revised Conditions of Approval were used for the Third Extension of Time. The Third Extension of Time was approved by the City of Temecula Planning Commission on January 27, 1992. The Developer has asked the City to enter into an agreement whereby the City shall record a grant deed in favor of the City, as security for performance of work as outlined in the Development Agreement as a condition of recordat/on of Parcel Map No. 22629. Although bonds for Faithful Performance and Labor and Materials are typically used, provisions for this type of security is consistent with the Subdivision Map Act under Section 66q99, Paragraphs 5 and 5(b) and is approved by the City of Temecula. A Conditional Clearance for recordation of Parcel Map No. 22627 was given by the Temecula Community Services District (TCSD) subject to the Developer or his assignee conforming to Quimby fee requirements following recordation of the map. See attached letter from TCSD dated September 2~, 1991. Tentative Parcel Map No. 22629 is a four lot residential subdivision containing q.8 acres. The site is located east of Linfield School and north of Pauba Road. The minimum lot size is 1.1 acres and the maximum lot size is 1.3 acres. 2 The following fees have been paid (or deferred) for Final Parcel Map No. 22629: * Area Drainage Fees * Fire Mitigation Fees * Traffic Signal Mitigation * Stephen's K-Rat Fees $ 9,515.10 $ 1,600.00 $ 600.00 T.B.D The following bonds have been posted for Final Parcel Map No. 22629: Faithful Other Performance Bonds Streets and Drainage Water Sewer Survey Monuments $3~, 500.00 $1,210.00 Labor and Materials $17,500.00 FISCAL IMPACT: None· ATTACHMENTS: 2. 3. 4. Development Fee Checklist Location Map Copy of Map Planning Commission Staff Report dated 1-27-92. Conditions of Approval (City Conditions 01-27-92, County Conditions 9-4-87 ) Minutes- Appeal No. 11 Sample Agreement for Development Lien and Grant deed· Temecula Community Services District Letter 9-24-91 Fees and Securities Report ATTACHMENT 1 DEVELOPMENT FEE CHECKLIST CITY OF TEMECULA DEVELOPMENT FEE CHECKLIST Final Parcel Map No. 22629 The following fees were reviewed by Staff relative to their applicability to this project. Fee Habitat Conservation Plan (K-Rat) Parks and Recreation (Quimby) Public Facility Condition of Approval Condition No. 3 Condition No. L~ Condition No. 16 Traffic Signal Mitigation Fire Mitigation Flood Control (ADP) See County Road Dept. letter dated 9/~/87 See Fire Department Dated 7-28-87 Condition No. lq Letter Staff Findings: Staff finds that the project will be consistent with the City~s General Plan once adopted. The project is not part of a specific plan. ATTACHMENT 2 LOCATION MAP CITY OF TEMECULA CASE NO.: EXHIBIT: A P.C. DATE: TPM No. 22629, Third Extension of Time January 27, 1992 VICINITY MAP ATTACHMENT COPY OF MAP 3 ATTACHMENT ~ PLANNING COMMISSION STAFF REPORT DATED 1-27-92 STAFF REPORT - PLANNING CITY OF TEMECULA PLANNING COMMISSION January 27, 1992 Case No.: Tentative~.t'L'~~~:,"~2-262,~; Third Extension of Time · ~ '~ _~:'~--- -:--.-?-""--"' ' ' Prepared By: Matthew Fagan RECOMMENDATION: 1. REAFFIRM the previously adopted Negative Declaration for Tentative Parcel Map No. 22629, and; APPROVE the Third Extension of Time for Tentative Parcel Map No. 22629.. APPLICAT-ION INFORMATION APPLICANT: REPRESENTATIVE: PROPOSAL: LOCATION: EXISTING ZONING: SURROUNDING ZONING: PROPOSED ZONING: EXISTING LAND USE: SURROUNDING LAND USES: Centennial Engineering Centennial Engineering A Third Extension of Time for Tentative Parcel Map No. 22629, a 4 lot subdivision on 4.83 acres. West side of Green Tree Lane, 300 feet north of Pauba Road. R-R (Rural Residential) North: South: East: West: R-R (Rural Residential) R-R (Rural Residential) R-R (Rural Residential) R-R (Rural Residential) Not recluested Vacant North: South: East: West: Vacant/Single Family Residence Private School Single Family Residential Private School S~,STAFFRFT%22529-3.TPM PROJECT STATISTICS: Lot area: 4.83 acres Number of Lots: 4 Min. lot size: 1.1 acres Max. lot size: 1.3 acres BACKGROUND Tentative Parcel Map No. 22629 was originally approved by the Riverside County Planning Director September 4, 1987 with the approval being received and filed by the County Board of Supervisors October 13, 1989, The County approved the First Extension of Time for Tentative Parcel Map No. 22629 on September 12, 1989, which extended the Parcel Map approval to October 13, 1990, A Second Extension of Time was granted by the City Planning Commission at the meeting of March 18, 1991, The Second Extension of Time for Tentative Parcel Map No. 22629 extended the approval of the map to October 13, 1991. Conditions of Approval were added to the Second Extension of Time for Tentative Parcel Map No. 22629 to make the project consistent with current City Standards. The applicant appealed the Conditions of Approval to the City Council, (reference Attachment No. 4, minutes of the City Council meeting), Appeal No. 11 was heard by the City Council on April 23, 1991. The applicant appealed Conditions of Approval No. 10 and No. 11 requiring improvements on Fuhrman Court and Green Tree Road. The applicant's justification was that these conditions would adversely affect the financial feasibility of the project. Conditions No. 10 and 11 were revised and approved by the City Council, In addition Condition No. 17 was also revised by the Cit~/Council. The revised Conditions of Approval have been used for the Third Extension of Time. On August 22, 1991, the applicant applied for a Third Extension of Time. A Development Review Committee (DRC) meeting was. held on October 10, 1991. The current request for a Third Extension of Time will extend the map to October 13, 1992. The Conditions of Approval which were approved by the City Council on April 23, 1991 -will accompany the Third Extension of Time. ANALYSIS Tentative Parcel Map No. 22629 is a four lot residential subdivision of 4.8 acres. The smallest lot is 1.1 acres. The site is located east of Linfield School and north of Pauba Road. Pursuant to Section 8.4 of Ordinance No. 460 and Section 66452.6(e) of the Subdivision Map Act, a Tentative Parcel Map may be extended a maximum of three (3) years after the initial 2 year approval. EXISTING ZONING, SWAP, AND FUTURE GENERAL PLAN CONSISTENCY The project is consistent with the R-R (Rural Residential) zoning for the site. The SWAP designation is 1 acre minimum. The density of the project is 1.21 DU/AC and is therefore consistent with SWAP. Therefore, Staff finds it probable that this project will be consistent with the new General Plan when it is adopted. S~STAFFRP'T'~2621..3,TPl',A 2 ENVIRONMENTAL DETERMINATION The original adopted Negative Declaration for Tentative Parcel Map No, 22629 still applies to this project. SUMMARY/CONCLUSIONS The applicant is requesting a Third Extension of Time for Tentative Parcel Map No. 22629. No changes are proposed to the map and the Conditions of Approval which were applicable to the previous extension of time will still apply. Under the Subdivision Map Act, a Tentative Parcel Map may be extended a maximum of three times for a total of three years, after the original approval. The project is consistent with the SWAP and zoning for the site. It is likely that the pro)act will be consistent with the City's General Plan when it is adopted, since it is consistent with development in the area. FINDINGS Tentative Parcel Map No. 22629 is compatible with surrounding land uses. The harmony in scale, bulk, height, density and coverage creates a compatible physical relationship with adjoining properties, due to the fact that the proposal is compatible with surrounding land uses. e The proposed Parcel Map will not have significant negative impact on the environment, as determined in the previous Initial Study performed for the project. The previously adopted Negative Declaration is recommended for adoption. There is a reasonable probability that this project will be consistent with the General Plan being prepared at this time, due to the fact that the project is consistent with the surrounding existing development, zoning (R-R) and the SWAP designation of 1 acre minimum. There is not a likely probability of substantial detriment to, or interference with, the future adopted General Plan, if the proposed use is ultimately inconsistent with the plan, due to the fact that the project is consistent with surrounding development. The proposed use complies with State planning and zoning law due to the fact that the project conforms to the current zoning for the site and to Ordinance No. 460. The site is suitable to accommodate the proposed land use in terms of the size and shape of the lot configurations and access due to the fact that the project has access from Green Tree Lane and has sufficient building area. The design of the subdivision is not likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat as determined in the initial study, S~STAFFRPT~2629-3.TPM ;3 The design of the subdivision is consistent with the State Map Act in regard to future passive energy control opportunities due to the fact that the lots are large enough to provide sufficient southern exposure with passive or active solar possibilities, e The design of the subdivision, the type of improvements and the resulting street layout are such that they are not in conflict with easements for access through or use of the property within the proposed project as conditioned. The project will not interfere with any easements. 10. The lawful conditions stated in the project's Conditions of Approval are deemed necessary to protect the public health, safety and general welfare. 11. Said findings are supported by minutes, maps, exhibits, and environmental documents associated with these applications and herein incorporated by reference, STAFF RECOMMENDATION: Planning Department Staff recommends that the Planning Commission: REAFFIRM the previously adopted Negative Declaration for Tentative Parcel Map No. 22629, and; 2. APPROVE the Third Extension of Time for Tentative' Parcel Map No. 22629. vgw Attachments: Resolution - page 5 Conditions of Approval - page 9 Exhibits - page 14 A. Vicinity Map B. SWAP Map C. Zoning Map D. Site Plan Minutes - Appeal No. 11, Second Extension of Time Parcel Map No. 22629 - page Development Fee Checklist - page Quimby Ordinance - page Riverside County Conditions of Approval - page 15 16 18 19 S15TAFFRFT'k22821-3.TPM 4 "' ATTACHMENT NO. 1 RESOLUTION NO. 92-_, * ' SLSTAFFRP'~2829-3.TN 5 ATTACHMENT NO. 1 RESOLUTION NO. 92-_, · A RESOLUTION OFTHE PLANNING COMMISSION OFTHE CITY OF TEMECULA APPROVING THE THIRD EXTENSION OF TIME FOR TENTATIVE PARCEL MAP NO. 22629 TO SUBDIVIDE A 4.83 ACRE PARCEL INTO 4 PARCELS AT THE WEST SIDE OF GREEN TREE LANE, 300 FEET NORTH OF PAUBA ROAD. WHEREAS, Centennial Engineering filed Parcel Map No. 22629 (3rd E.O.T.) in accordance with the Riverside County Land Use, Zoning, Planning and Subdivision Ordinances, which the City has adopted by reference; WHEREAS, said Extension. of Time application was processed in the time and manner prescribed by State and local law; WHEREAS, the Planning Commission considered said Ex'cension of Time on January 27, 1992 at which time interested persons had an opportunity to testify either in support or opposition; WHEREAS, at the conclusion of the Commission hearing, the Commission approved said Extension of Time; NOW, THEREFORE, THE PLANNING COMMISSION OFTHE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: SECTION !. Findings. That the Temecula Planning Commission hereby makes the following findings: Pursuant to Government Code Section 65360, a newly incorporated city shall adopt a general plan within thirty (30) months following incorporation. During that 30-month period of time, the city is not subject to the requirement that a general plan be adopted or the requirements of state law that its decisions be consistent with the general plan, if all of the following requirements are met: Ae The city is proceeding in a timely fashion with the preparation of the general plan. Be The planning agency finds, in approving projects and taking other actions, including the issuance of building permits, each of the following: [1) There is a reasonable probability that the land use or action proposed will be consistent with the general plan proposal being considered or studied or which will be studied within a reasonable time. S%$TAFFRFT~22629-3.TPM 6 (2) There is little or no probability of substantial detriment to or interference with the future adopted general plan if the proposed use or action is ultimately inconsistent with the plan, (3) The proposed use or action complied with all other applicable requirements of state law and local ordinances. The Third Extension of Time for Parcel Map No. 22629 meets all the above. The Riverside County General Plan, as amended by the Southwest Area Community Plan, (hereinafter 'SWAP") was adopted prior to the incorporation of Temecula as the General Plan for the southwest portion of Riverside County, including the area now within the boundaries of the City. At this time, the City has adopted SWAP as its General Plan guidelines while the City is proceeding in a timely fashion with the preparation of its General Plan. The proposed Tentative Parcel Map is consistent with SWAP. Pursuant to Section 7.1 of County Ordinance No. 460, no subdivision may be approved unless the following findings are made: Ae That the proposed land division is consistent with applicable general and specific plans. That the design or improvement of the proposed land division is consistent with applicable general and specific plans. That the site of the proposed land division is physically suitable for the type' of development. That the site of the proposed land division is physically suitable for the proposed density of the development. That the design of the proposed land division or proposed improvements are not likely to cause substantial environmental damage or substantially and unavoidably injure fish or wildlife or their habitat. That the design of the proposed land division or the type of improvements are not likely to cause serious public health problems. That the design of the proposed land division or the type of improvements will not conflict with easements, acquired by the public at large, for access through, or use of, property within the proposed land division. A land division may be approved if it is found that alternate easements for access or for use will be provided and that they will be substantially equivalent to ones previously acquired by the public. This subsection shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction. ~ 5%STAFFRFT~2829-3.TPM 7 The Planning Commission in recommending approval of the Third Extension of Time for proposed Tentative Parcel Map No. 22629, makes the above findings. As conditioned pursuant to SECTION 3, Tentative Parcel Map No. 22629 proposed is compatible with the health, safety and welfare of the community. SECTION I!. Environmental Compliance. Environmental Assessment No. 31726 was adopted by the County of Riverside for the proposed Tentative Parcel Map No. 22629. The previous adopted Negative .Declaration, therefore, is hereby re-affirmed. SECTION II!. Conditions. The Cit~ of Temecula Planning Commission hereby approves the Third Extension of Time for Parcel Map No. 22629 for the subdivision of a 4.83 acre parcel into 4 parcels located at the west side of Green Tree Lane, 300 feet north of Pauba Road and subject to the following conditions: 1. Attachment 2, attached hereto. SECTION IV. PASSED, APPROVED AND ADOPTED this 27th day of January, 1992. JOHN E. HOAGLAND CHAIRMAN I HEREBY 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 27th day of January, 1992 by the following vote of the Commission: AYES: NOES: ABSENT: PLANNING COMMISSIONERS PLANNING COMMISSIONERS PLANNING COMMISSIONERS S~$TAFFRPT~2629-3 .TPM 8 *'" ~/ ATTACHMENT 5 CONDITIONS OF APPROVAL " !', . ;',~'*! :: ;7-"-~ : ....... ,-,*.-,." ; 7 *:.,: ' CITY OF TEMECULA -., ~. --..-. . .... :'. '- CONDITIONS OF APPROVAL .;: .. - .... · :, ~ . * ·, * "' ~ .-~T..::.:'~ ~5',':-:-:-- ~ " -. ........... :; ---:. .... . ......... Pa,c.! .o'. 22629- 'rh ,dof 'n .m;.;' Project Description: Third Extension of Time for a Four (4) lot Residential SubdivisiC~n of 4.83 acres. Assessor's Parcel No.: 946-010-002 PLANNING DEPARTMENT .1. The tentative subdivision shell comply with the State of California Subdivision Map Act and to all the requirements of Ordinance 460, Schedule G, unless modified by the conditions listed below. 2. This conditionally approved tentative map will expire five years after the original approval date. The expiration date of the Third Extension of Time is October 13, 1992. 3. Prior to the issuance of a grading permit, the applicant shall comply with the provisions of Ordinance No. 663 by paying the appropriate fee set forth in that ordinance. Should Ordinance No. '663 be superseded by the provisions of a Habitat Conservation. Plan prior to the payment Of the fee required by Ordinance No. 663, the applicant shall pay the fee required by the Habitat Conservation Plan as implemented by County ordinance or resolution. 4. Prier te voeerdatien of thc fiRel map, tho dove)opor or his oaoignoo muct oonform to thc park distriet Quimi~! OrdiRaRee, unloso waivod to timo of isauanoc of o building pormit. (Replacing with the following per Planning Commission meeting of January 27, 1992.) Upon the request of a building permit for construction of residential structures on one or more of the parcels within four years following approval of a tentative map, parcel map, or planned development, real estate development, stock cooperative, community apartment project and condominium for which a tentative map or parcel map is filed, a predetermined Quimby Act fee in the amount equal to the fair market value of required acreage shall be paid by the owner of each such parcel(s) as a condition to the issuance of such permit as authorized by City Ordinance No. 460.93. 5. All utilitiesj'excePt electrical lines rated 33kv or greater, shall be installed underground. 6. The project must comply with all the Conditions of Approval adopted by the Planning Director and the Board of Supervisors for the original Parcel Map No. 22629. mSTAI=FRIq'~2e2I-3.TPM 10 PUBLIC WORKS DEPARTMENT The following are the Public Works Department Conditions of Approval for this project, and .......... shall be completed at no cost to any Government Agency. All questions regarding the true .... meaning of the conditions shall be referred to the Public Works Department. . .... "It is understood that the' Developer cc~rmctly shows all existing easements, traveled ways, and :! .... :-~- . drainage courses, and their omission may require the project to be resubmitted for further consideration- "' 7. . The Developer shall comply with the State of California Subdivision Map Act, and all applicable City Ordinances and Resolutions. 8. The final map shall be prepared by a licensed land surveyor or registered Civil Engineer, subject to all the requirements of the State of California Subdivision Map Act and Ordinance No. 460. PRIOR TO RECORDATION OF THE FINAL MAP: 9. Tl~e developer shall receive written clearance from the following agencies: Rancho California Water District; Eastern Municipal Water District; Riverside County Rood Control district; City of Temecula Fire Bureau; Planning Department; Engineering Department; Riverside County Health Department; and CATV Franchise. 10. 11. The subdivider shall construct or post security and an agreement shall be executed guaranteeing the construction of the following public improvements in conformance with applicable City standards. A. Street improvements, including, but not limited to, aggregate base and graded road section, A.C. paving and asphalt concrete berm. Condition No. 8 of County Road Letter, dated September 4, 1987, shall be superseded by the following: A. Fuhrman Court (Via Telesio) shall be improved with 24 feet of asphalt concrete paving on aggregate base to a structural section as determined by a registered soils engineer within a 60 foot dedicated right-of-way. The street improvements shall not be accepted into the City maintained street system until fully upgraded to conform to County Standard No. 105, Section 'A" (60'/36'). Asphalt concrete berm shall be constructed along both sides of the street. S~STA~629-3 .TPM 11 Fuhrrnan Court {Via Telesio) shall terminate with an asp~-~lt concrete offset cul- de-sac, with a turning radius of 34 feet, lined with asphalt concrete berm in accordance with Riverside County Standard No. 800(a). The developer shall waive all rights to protest ti-e'formatio~ of an assessment district to construct improvements to Green Tree Road. Interim transition paving from Green Tree Road to Fuhrman Court (Via Telesio) shall be as directed by the City Engineer. 12. 13. PRIOR 14. Improvement plans shall be based upon a centerline profile extending-a minimum of 300 feet beyond the project boundaries at a grade and alignment as approved by the City Enginee[. The subdivider shall submit. four copies of a soils report to the Public Works Department. The report shall address the soils stability and geological conditions of the site. TO ISSUANCE OF GRADING PERMITS: A flood mitigation charge shall be paid. The charge shall equal the prevailing Area Drainage Plan fee rate multiplied by the area of new development. The charge is payable to the Flood Control District prior to issuance of permits. If the full Area Drainage Ran fee or mitigation charge has already credited to this property, no new charge needs to be paid. PRIOR 15. 16. TO ISSUANCE OF CERTIFICATES OF OCCUPANCY: Construct street improvements including but not limited to, aggregate base and graded road section. Developer shall pay any capital fee for road improvements and public facilities imposed upon the property or project, including that for traffic and public facility mitigation as required under the EIR/Negative Declaration for the project, in the amount in effect at the time of payment of the fee. If an interim or final public facility mitigation fee or district has not been finally established by the date on which Developer requests its building permits for the project or any phase thereof, the Developer shall execute the Agreement for Payment of Public Facility Fee, a copy of which has been provided to Developer. Developer understands that said Agreement may require the payment of fees in excess of those now estimated (assuming benefit to the project in the amount of such fees) and specifically waives its fight to protest such increase. s,,s.r,m,~-T,~,6,~.'n,M 12 TRANSPORTATION ENGINEERING PRIOR TO RECORDATION OF THE FINAL MAP: 17o 18. A signing plan shall be designed by a registered Civil Engineer and approved by the City Engineer for Via Telesio and shall be included on the street improvement plans. .-... Prior to designing any of the above plans, contact Transportation Engineering 'fOr the design requirements. PRIOR TO THE ISSUANCE OF ANY ENCROACHMENT PERMITS: 19. A construction area traffic control plan shall be designed by a registered Civil Engineer and approved by the City Engineer for any street closure and detour or other disruption to traffic circulation as required by the City Engineer. PRIOR TO THE ISSUANCE OF OCCUPANCY PERMITS: 20. All signing shall be installed per the approved signing plan. 21. All Conditions of Approval stated in the County Road September 4, 1987 shaU still apply to this project. Department letter dated S'~,STAFFPJrr~,22629.-a.TN 13 'pLANNZNG DZRECTOR'$ APPROVAL DAT;: 9-4-87 RZVER$ZDE COUNTY PLANNING DEPARTtIENT CONDITIOII$ OF APPROVAL TENTATIVE PARCEL HAP NO. The subdivider shall defend, tndemtf , end bold harmless the County of Z. RIverside, its agents, officers, and employees from any claim, act.ion, or proceeding agatnst the County of Riverside or 1is agent.s, officers, or employees to at.t.ack, set. ·side, void or annul an approval of the County of Riverside, 1is edvtsory ·genc{es, appeal boards or legtsl·t.+tve body concerning PN 22629 . , ~htch ·ca.ton ts brought. within the t.tme ertod prowtried for tn California Governrent. Code ~ct.ton 66499.37. The acttent or proceeding q·tnst. the County fully tn the defense. If the County falls to promptly not.lfy t. e subdivider of any such clatmt ice.ton, or proceedtn~ or f·t:s to cooparabia fully In the defense, the subdivider shall not, thereaftert be responsible to defend, tndemif~, or hold harmless the County of Rivers de, 2. The toni·rive ~arcel map shall confore to the requirements of Ordinance 460 Schedule G unless maltfled b the condie.tons ltst.ed below. Thts app~oved t.enta~l;e parcel map ~i~1 expire 1~o )mars aft.at the approva~ { .' date of 10-Z3-87 unless axe.ended .as provided by Ordinance 460, ' 3. The final mp shall be prepared by · registered civil engineer or licensed land surveyor sub4ect to all the requtrenents of the $tjte of California Subdivision lip Act., Riverside Cow. nay Subdivision Ordinance 460, 4, All road eased. ants shill be offered for dedication to the publlc and shall ~;fe~.~; County Road Cocmtsstoner, Street names sh·11 be sub;Ject. to approval of the Ro·d C.m~s$toner, 5. Easements, when ~equtred for roadway slopes, drainage factlit.tea, utilities, etc., shall be shorn on the ftn·l map tf wtthin t.he 1an dtvtston boundary. All offers of dedication shall provide fodr nonexclusive publtc road and ut.tltty access. All etse~nt.s, Offers o~ dealtcat.ton and c~nveyances shall be submit.ted and recorded as directed by t.he RIverside County Surveyor. 6, Legal access as required by .Ordinance 460 shall be provided from the un parcel sap boundary to · Co ty maintained road. All delinquent. property taxes shall be paid prior to final map. recordat, ion of the TENTATIVE PARCEL HAP NO. 22629 Conditions of Approval Page 2 Prior to any grading, a Grading Plan in compliance with the Uniform Building Code, Chapter 70, as mended by Ordinance 457, shall be submitted to the County Department of Building and Safety. The subdivider shall comply with the street improvement reconTnendations .outlined in the County Road Department's letter dated 7-29-87, a copy of which is attached. The subdivider shall comply with the-environmental health recomendations outlined in the County Health Department's t~ansmittal dated 6-26-87, a copy of which is attached. 11. The subdivider shall comply with the flood control recomnendations outlined in the Riverside County Flood Control Dtstrict's letter dated 7-2B-87, a copy of which is attached. If the land division lies within an adopted flood control d~ai~age area pursuant to Section 10.25 of Riverside County Cand Division Ordinance 460, appropriate fees for the construction of area drainage facilities shall be collected by the Road Con~issioner prior to recordation of the final map or waiver.of parcel map. 12. The subdivider shall comply with the fire improvement reconTnendations outlined in the County Fire Department's letter dated 7-28-87, a copy of which is attached. GRADING 13. Grading plans shall conform to the Hillside Development Standards as presented in the Comprehensive General Plan. ~ll cut and/or fill slopes, or individual combinations thereof, which exceed ten feet in vertical height shall be modified by an appropriate combination of a'special terracing (benchang) plan, increased slope ratio (e.g. 3:1), retaining walls, and/or slope planting combined with irrigation. All driveways shall not exceed a 15% grade. Prior to the issuance of grading permits a qualified paleontologist shall be retained by the developer for'consultation and comaant on the proposed grading with respect to potential paleontological impacts. Should the paleontologist find the potential is high for impact to significant resources, a pro-grade meeting between the paleontologist and the excavation and grading contractor shall be arranged. When necessary, the paleontologist or representative shall have the authority to temporarily divert, redirect or halt grading activity to allow recovery of fossils. The paleontologist shall inform the Planning Department in writing of the outcome of grading operations with regard to impacts and/or mitigations required. TENTATIVE PARCEL NAP N0. 22629 Condi tions of Approval Page 3 AGENCIES All proposed construction shall comply with the California Institute of Technology, Palemar Observatory recoa~nendations dated 6-30-87, a copy of which is attached. DEVELOPMENT STANDARDS No b,,(14~ng p,m~es shall be issued by the County of RiVerside for any residential lot/unit within the project boundary until the developer, or the developer's successors-in-interest provides evidence of compliance with public facility financing measures. A cash som of one-hundred dollars C$100) pe~ lot/unit shall be deposited with the Riverside County Department of Building and Safety as mitigation for public library development. 17. All lots created by this land division shall have a minimum area of~ acres gross. 18. When lots are crossed by major public utility easements, each lot shall have a net usable'area of not less than 3600 square feet, exclusive of the utility easement. 19. All lot length to width ratios shall be in conformance with Section 3.8C of Ordinance 460. 20. Corner lots shall be provided with additional area pursuant to Section 3.88 of Ordinance 460. 21. Lots created by this subdivision shall be in conformance with the development standards of the R-R zone. ENVRIONHENTAL CONSTRAINT SHEET CONDITIONS 22. An Envtrorwnental Constraints Sheet (ECS) shall be prepared with the final map to delineate identified envirormental concerns and shall be permanently filed with the office of the Cdunty Surveyor. Prior to the recordation of the ftnal map, a copy of.the ECS shall be transmitted to the Planning Oepartment for review and approval. The approved ECS shall be forwarded with copies of the recorded final map to the Planning Deparl~ent and the Oepartment of Building and Safety. TENTATIVE PARCEL HAP riO. 22629 Conditions of Approval Page 4 #l Z3. 24. The following note shall be placed on the final map: "Constraints affecting this property are shown on the accompanying Environmental Constraints Sheet, the original of which is on file at ~he office of the Riverside County Surveyor. These constraints affect all parcels." The following note shall be placed on the Environmental Constraints Sheet: "This property is located within thirty (30) miles of Nount Polomar Observatory. Light and glare may adversely impact operations at the Observatory. Outdoor lighting shall be from low pressure sodium lamps that are oriented and shielded to prevent direct illumination above the horizontal plane passing through the luminare." A note shall be placed on the ECS indicating the.availability of domestic water services to'the subject property as of the date of recordorion of the final map. LD:me 7-31-87 be. O. lOaD C:OeemS3aO-le · C~ueel'~ Idalv11N OFFICE OF ROAD CONNI~IONER & COUNTY ~b'RVEYOR September 4, 1987 RIverside County Pl·nntng Coffutsston 4080 Lemon Stree+. RIverside, CA g:ZSD~ Ladtes and Gentlinen: Its: Parcel IkD 22629 Schedule H - Team t Amended at Dtrec+.or He·ring 9-4-87 llt+.h resl;ec+- +.o the condtt(ons of approval for the referenced 'ten+.·ttve dtvtston map, +.he Road Dep·rl;men+. rectumends th·+. the landdtvtcllr provtoe the following s+.reet teprovement plans and/or road. dedtc·+.tons tn accoroince 0rdtnance 460 and Rherstde Coun+.y Road Zmprovemen+. Standards (0rdtn·nce 46Z). Zt ts understood that the ten··+.he map correctly shines accepTAble cen+.erltne. p~oftles, ·11 existing easements, +.raveled ~ays, and dr·in·go courses approprta+.e Q's, and that their emission or un·ccept·btltty may require the mp to ~e resul~n~tted for further constder·+.ton. These Ordinances and +.he followin~l conditions are essential parts and · requ~renen+. occur-trig 'in ONE: ts ·s as though occurring tn ·11. They ire tn+.ended to De complementary. describe the condl+.tons for a croplate design of ~e t~provemen+.. All quest~or '~ .... regaPd~.ng ·,he true meaning of +.he condt+.tons shill ~ referred ~o .~ne Road Com~ ss~ oner's Office. The lindd(vtder shill pro+.ec+. downstream proper+.tes from damages caused by alteration of the drainage patterns, t.e., concentra- tion of diversion of flow. Protec+.ton shall be provided by cons+.ruc+.~ng adequate drainage factl t+.tes including enlarging extsttng fac(ltttes or by se~rtng a drainage sosrant or by bo+.h. All dretnage e~s~nts shill ~ sho~ on t~ ftnll ~p and noted as lollors: "Drainage Ess~nt - no obst~cttons, or enc~/cmnts by lind fells a~ oiled". ~e pro~ton shill ~ is/pproved b~ ~e ~ld ~e linddtv(der shill accept End p~HrlY dtspose of i11 off$t~e drainage fiwlng on+.o or ~rou~ ~e stQ, Zn ~e event ~ld ~(ss(oner Hmtts the use of stm~ for pu~oses, {he provisions of ~ttcle XZ of ~dtnance ~. 460 vtll ipply. ~ould the ~/nttt~es e~ee the steer c/poetry or the use of steers ~ proh~b(~d for dritn/ge . ~r~ses, ~e su~tv~der shall p~v(de idaWare facilities as/pproved b~ the ~ld Parcel !~p 22629 ~,;y-2g,-Z~i7 September 4, 1987 "qe 2 ' · nded at Director Hearing 9-4-87 The requtred improvements are rat"looted tn the following cond(tt~ns shall be tompie. ted or a Perromance $ecuri~ tn lieu thereo~ shall be posted tn accordance with RIverside County Ordinance 460, Arttel, XV, prtor to recordatton of the ftnal mp. The Improvements are required based on the following f~nd(ngs: The Improvements are I necessary prerequ(stte co the orderly develol~ent of the surrounding ares. b) The tmp~ovenents are necessary for the publlc health and safety. 4. Corner cutbacks tn conformante with County Standard No. 805-sha~l be shoNn on the ftnal map. Prtor to the recordatton of the ftnal rap, or the granting of Na(ver of the ftnal map, the developer shall depostt with the RIverside County Road Depar~nent, I cash sum of $Z50.00 per as mitigation for trafftc stgnal tmpacts. The m4ntmum centerline red1'1 shall be as approved by the Road Department. All centerl~ne tntersect~ons shall be st 90' or as approve~ by the Road Department. Fuhrran Court (Vta Talestog shall be tm~roved with 24 feet of acceptable Aggregate Base (0.33' thick) on a 32 foot graaed set:ton N~thtn a 60 foot ~ull vldth dedicated r~ght of ray as approved Dy the Road Comm(sstoner. Zmprovement'plans shall be based upon a centerline profile extending a mtntmum of 300 feet beyond the ;n-oJect boundaries st a grade and alignment as approved by the RIverside County Road Comtsstoner. Cmpletton of road Improvements does not tmply acceptance for maint- enance b~ Count~. An access r~ad t~ the nearest road metntetned for publlc use shall be.constructed ~ri_th a 24' graded sectton with4n a mtntmum 40' part wtdth r(ght of Nay tn accordance with an approved centerline profile as approved by the Road C~nmtsstoner. Vet-y 1;rul y 3tours, ks Hughes Road Otvts4on Eng4nee~' P.H:lh : *9. Green Tree Road shall be 3n-' half vtdth rtght of ray only grtthtn a 60 foot, full grtdt,h dedlcat,ed .--tght, of gray as approved by the Road Corrrnisstoner- *Amended at DIreCt, or Heartrig 9-4-87 KI:NNL'"rl'( I_ ZZ:)WAR~S ~34113r BNe!NEIX 103.. 'TIZ.IPMONE ('*? ,~. p, IVE:FISIDE COUNTY FLOOD CONTROL. AND WArE:t=,, CONSERVATION DISTRICT IIIYIItlIDI. GALIIFGIINIA IliaIt July 28, 1987 Riverside County planning Department County A~minis~rative Center Riverside ,. California Attention: Regional Team No- 1 Laurie Dobson Ladies and Gentlemen: Re: Parcel Map 22629 Parcel Map 22629 is a proposal to divide 4.8 acres into 4 lots in the Temecula Valley area, on ~he west side of Green Tree Lane about 300 feet north of Pauba Road. Runoff in a natural watercourse that drains an area of about 30 acres traverses Parcel 2. Following are the Dis~rict's recommendations= This parcel map is located within the limits of the Mur- rieta Creek/Temecula Valley Area Drainage Plan for which drainage fees have been adopted by the Board- Drainage fees shall be paid as set forth under the provisions of the 'Rules and Regula~idns for Administration of Area Drainage Plans' amended Jul~ 3, 1984= , Drainage fees shall be paid to the Road Commissioner for record of the subdivision as part of the filing final map or parcel map, or if the recording of a shall be final parcel map is waived, drainage fees paid as a condition of the waiver prior to recording a cer~ificate of compliance evidencing the waiver of the parcel map7 or b. At the option of the land divider, upon filing a re- quired affidavit requesting ale ferment of the payment of fees, the drainage fees shall be paid to the Building Director at the ~ime of issuance of a grad- ing permit or building permit for each apuroved par- cel, whichever may be first obtained afte~ the recording of the subdivision final map or parcel map= however, Riverside County Planning DeparUnen Re: Parcel Map 2262: July 28, 1987 c. Drainage fees shall be paid to the Road Commissioner as a part of the filing fur record of the subdivision final map or parcel map, or before receiving a waiver =o record a land division, for each lo~ within the land division where construction activity as evi- denced by one of the full.owing actions ~as. occurred since May 26, 1981~ (a) A grading permit or building permit ~as been obtained. (b) Grading or. s~ructures have been initiated- The natural watercourse that ~raverses .Parcel 2 should be delineated and labeled on ~he environmental constraint sheet- A note should be placed on the anvironmental con- s=raint sheet stating that ~he watercourses must be kept free of all buildings and obstructions. A copy of the environmental c~ns~raint sheet and the final map should be'submitted ~o the District for review and approval prior ~o recordation of ~he final map. Questions concerning this matter may be referred to Stuart McKibbin of this office at 71-4/787-2333. . Very truly yours, KESNETH L- EDWARDS Chief Engineer JOBN H. KASHUBA Senior Civil Engineer cc: Centennial Engineering SEM:bjp RIVERSIDE COUNTY FIRE DEPARTMENT IN COOPERATION WITH THE CALIFORNIA DEPARTMENT OF FORESTRY RAY HEBRARD FIR~ CH~F.F 7-28-87 TI:)2 PXANNTNG DEPARTHX2~ ATTN: TEAM Z 22629 P!anninf tL ElslineerinI ~ 4080 Is, me Street. Suite Rite~kk. CA 9ZSO t (714) 787-6606 With respect to the conditions of approval for the above referenced land division, the Fire DeparUment rec~nmends the following fire protection measures be provided in accordance with Riverside County Ordinances and/or recognized fire protection standards: FIRE Schedule "a" fire protection. An approved s~andard fire h~Klrant (6"X4'x2i"), shall be located so that no portion of the frontage of any 1~ is more ~han 500 feet from a fire hydrant. Mlnhnum fire flow shall be 500 GI~ for 2 hours duration at 20 PSI. The applicant/developer shall provide writtan cer?_tficatlon from the appropriate water company that =he recluired fire hydrants ere either existing or that financial arrangements have been made ~oprovide them. ~ITIGATION FEES Prior to the. reco~dation of the final ~ap, the developer shall deposit, with ~he Riverside County Fire Deper~nent, a cash.smof ~400.0Oper lo~/uni= as mitigation far fire protection 4-Tacts. All questions regarding ~he meaning of the condl~=Lons shall be referred to ~he Fire Department Planning and Engineering s~aff. GRAY, Plafnttng Officer DATE:: ~lune'23, Z987 T0: Assessor But l dt ng and Safety Surveyor Dave Dude Road Departeent Health Fi re Protecti on Rood Control Dtstrtct Ftsh & Game LAFCO DougVterra =liVE=BiDE county PLanninG DEP CmEnC " ' ."--. "' 4-- ';' ; 'L" :; ::' - - ' RECEIVED JUN 3 0 1987 pALOMAR OBSEr:.~TORY Callf. Native Plant Soc. Rancho Caltf.. Water Southern Caltf. Edtson Southern Caltf, Gas General Telephone' Temecul a Chamber of Commerce RaglonE] Water Quality Control Bd #g Temecula Union School Dtst. We, Palemar Valleywide Parks & Rec. PARCEL MAP 22629.- (Tin-l) - E.A. 317: Centennt 81 Engt neertng, Inc.- Ranch~' Ca11 fornta District - Fi rat Supervt Dtstrict- West of Freen Lane, North Pauba Road - R-R. Zone - Schedule G WEtvet - 4.83 acres into 4 lots - - A,P, 923-430-002 County Ltbrery Comi sat oner 5resson Please revtew the case described above, along w"lth the attached case map. A Land Division Committee meettng has been tentatively scheduled for duly 30, 1987. t t wi 11 then go to pub1 t c hearing. Your cmnents and recomendattons are'requested prior to duly 16, t987 tn order that my include then tn the staff report for this particular use. Should you have any questions regarding this 1tern, please do not hesitate to contact Laurie Dobson at 787-1363 Planner CONHENTS: RZkSE S~ A~AC~m DATE: 613o/~7 SIGNATURE PLEASE print name and title 4080 LEMON STREET, 9TM FLOOR RIVERSIDE, CALIFORNIA 92501 · (714) 787.~-'"' Dr. Robe~t~.~BZn~a~o/Assis;&nt Directo;/Palomar 46-209 OASIS STREET, ROOM iNDIO. CALIFORNIA 92; (619) 342-E; C. ALI FO! N IA INSTITLITE OF TECHNOLOGY O,Ici or THE DIRECTOr PALOMAR OISi!~tATORY les-i4 This cue is v~th~n 30 n~Lles o~ ~he Polomar Observatory and ~s therefore v~th~n the zone requ~r~n$ the use o~ lay-pressure sod~Lu~ vapor lands for street light~ng, as scipulaced by the P~Lvers~de County Board o~ Supervisors. We reques~ that ~he design ~or ocher ~7pes o~ outdoor l~2hE~n~ that me7 be esploTed on th~s proper~7 be made consis~euE v~th the spir~t'o~ the decision of the Board of Supen~sors vhich is ~n~ended uo n~Lt~Kage the adverse e~ec:s such facLB~g~es have on :he as~rouon~Lcal research at PLloma~. Beneficial steps to ~hat end ~nclude: 1, Use. the ,4,~,,,, a~ount of l~2ht needed for the cask. Orient and shield liBh: to prevent direc: u.~vard ill,,-4uation. : 3, Turn o~f lights at 11:00 p,m, (or earlier) tmles~, ~n co~ercia~ applications, the associated bus~ness is open past ~hat u~ne, in which case the liBhts should be turned of~ at closing, Use lay-pressure sodium lan~s ~or roadrays, vaMc~avs, equipmen~ .yards, parking lots, security and ocher s~tlar applications. These lights need noc be turned For fur:her ~uformat~on, call (818) :356--A035. Robert ~. Bruca~o Aas~stan: D~rector PASADENA, CALIFORNIA fllZJ TELEPMONE Illel ~8e-41,1,1 TSZ~X lYl4Oi CALTIC:H PSD f - iVE )iDE countu- 'pLAnninG DEPArtmEnt DATE: june 23, 1987 T0~ Assessor -' · · But ] dt ng and Safety ... j'. :. - Surveyor 0ave 0uda Health ~-D.~.~';;:;::~ ;~;':' -~"H-:~ FIre Protect on Rood Contro~ 01strict 1987 F4sh & ~ame LAFC0 Ooug Vterra RIVERSIDE PUBLIC LIBRARY Calif. Native Plant 5oc. Rancho Calif--1later Southern Ca1 t f. Edt son Southern C:al~f- Gas PARCEL !tAP 22629 - (Tm-1) - E.A. 3:~72E Centennial Engineering, Inc. -Rancho General Telephone Ca11 forn~a 0t strtct- Ftrst Supervt sot Otstrict - Nest of Freen Lane, North c Temecula Chamber of Co.~erce Regional llater Qual~l;Y Control Bd 19 Temecula Union School Dtst- Pauba Road - R-R Zone - Schedule G - Natvet - 4.83 acres tnto 4 lots - K)d HI. Pal omar - A .P. 923-430-002 Val~e~rdide Parks & Rec. Ple described a 0 987 Otvtston Coasttree meet ng ~ n,t~e 1 h 1 u ha ' tt wil~ then go to public hen g, Your co~nents and recow~endattons are'requested prior to July Z6, ~987 tn order that may tnclude then in the staff report for thts particular case. Should you have any questions regarding thts 1ten, please do not hesttate to contact.. Laurie Dobson at 787-Z363 I51anner COMH[NTS: PLEASE print name and title 4080 LEMON STREET. 9TM FLOOR RtV=_RSIDE, CALIFORNIA 92501 46-209 OASIS STREET. ROOM INDIO. CALIFORNIA 92: (6191 342'8: ],,AND U.gF-, SECTION 3575 Eleventh Street Hall Riverside, CA 92501 ~AI~CEL HAP 'AREA/U I S1.'RI ORD. 460 Tile DEPARTHENT OF !!EALTI! IIAS REVIEWED TIlE HAP DESCRIBED ABOVE. IF THERE ARE 'ANY QUESTIONS COIICERHiHG TIllS TRANSHI'I'IAL, CUltTACT 787-{ OUR RECOMMENDATIONS. ARE AS FOLLOWS'.' The En~onrnent$l Health Serdces DMskm (!;HSD) M~ ~ ~fie we ~ ~t mu~ ~age d~l ~ ~~ ~1~ tMt N ~u~ to eff~l~ ~b~ace sewage d~L ~B~ In effluent d~ ~ ~1 c~a~edstic3 in me mM~!on, cuttinG, et~ ~lor This parcel reed Indicates mat will sirvo tha loll. Thi: D~.partment hes nor rmc~vecl effldal c, ert;,'~:-,a~',:.on fram t:,at water Mtnin~ss and des~r, to do ~. Thereh}re, FOR EEPUI~ D/RECIDR OF I-EAL'[lt FOR Ef'WiRGql'FJ{EAL F-,EAL,11t ATTACHMENT 6 MINUTES - APPEAL No. 11 Ciw Council Minutes Mayor Parks stated this matter will be heard on May 20, 1991 Commission and encouraged all those interested to be present. It was moved by Counciimember Moore, seconded by Mayor Parks to receive and file the staff report. Councilmember Unclemane stated he was not in favor of reconsidering this item and therefore would vote "no". Councilmember MuAoz stated he was not in favor of this item and would also vote "no." The motion failed by the following vote: AYES: 2 COUNCILMEMBERS: Moore, Parks NOES: 2 COUNCILMEMBERS: Lindemans, Mu~oz ABSENT: I COUNCILMEMBERS: Birdsall April 93, 1991 by the Planning ·-, 13; '~A'ooeal ~o..1 ~.-;Second Extension of Time - Parcel Map 22629 j'..'..~ ...... Councilme~nber'Ci'r~demims etafed he W~dicF~iSStain'~ro~ cohSideEa~i~n'of this item due t~ a c~nflict'ofihterest~'''''' ': :~ ?' ''''= :;':;'~' "" 'r.'~.:-': :: ':.~- ~ · ": Gary .Thomhill;'-D~rect0~"of't=lanning/~and"Doug: Steveart.,' Deputy City Engineer,· introduced'the 'staff report. Mayor Parks opened thee-public'hearing at 9:33 PM..:' La:Joe Howard~ ?.7851 'Bradley Road, #140, Centennial Engineering, inc., representing the applicant, stated this project was originally submitted to the County of Riverside and was lost in the transferto.the Cit~'of Temecula. He explained that an extension of time would not have been necessary if the paperwork had not been lost and had not had 1~0 be resubmitted: :-He ,r'eque~ted that this appeal .1;e granted. LeWi~ S. Loht 1779 E.' Rorida'A~;~nUe,"'#D-1, HeroeS:; Centenhial Engineering, Inc., reDresenting the applicant, distributed revised conditions of approval to the Council and asked f(~r. cons;deration.- .... ~ ' :"""'" ' ' "' Mayor Parks called a one minute break to change the tape at 9:44 PM...The meeting May6r !r~r~ st~te~he ~'elib~v'e~ ~:l~e- applicaht is only 'iht~rested in Building a house on this p~0perl:~ and ~y further action would require a public hearing. He stated he is in agreement with the applicant improving his half of the roadway, N i nutes\06\23\91 :.- :.. _ .:. -8- Council Minutes April ~3. 1991 Councilmember Moore expressed her concern for overturning the decision of Planning Commission. She also stated she is concerned that half roads are dangeroL Doug Stewart, Deputy City Engineer, stated that the applicant did discuss all these issues with the Planning Commission, however the Planning Commission has been requiring more than the mean requirements. He aaked the Council for a policy decision on this issue, stating staff's original recommendation was for approval. Mayor Parks closed the public hearing at 9:58 PM. It was moved by Councilmember Muttoz, seconded by Mayor Parks to uphold Appeal No. 11, Second Extension of Time, Parcel Map 22629 with the following additional condition of approval presented by the applicant: Revised Engineering Condition No. 11 to read as follows: "Condition No. 8 of County Road Letter, dated September 4, 1987, shall be superseded by the following: a, Fuhrman Court (Via Telesio) shall be improved with 24 feet of asphalt concrete paving on aggregate base to a structural section as determined by a registered soils engineer within a 60 foot dedicated right-of-way. The street improvements shall not be accepted into the City maintained street system until fully upgraded to conform to county Standard No. 105, Section "A" (60'/36'). Asphalt concrete berm shall be constructed along both sides of the street. ~- b. Fuhrman Court (Via Telesio) shall terminate with an asphalt concrete offset CuI-De-Sac, with a turning radius of 34 feet, lined with asphalt concrete berm in accordance with Riverside County Standard No. 800 (A). c. The developer shall waive all rights to protest the formation of an assessment district to construct improvements to Green Tree Road. Interim transition paving from Green Tree Road to Fuhrman Court (Via Telesio) shall be as directed by the City Engineer." Revise Engineering Condition No. 10 by substituting "asphalt concrete barre" for "curb and gutter". Revise Condition No. 17 in County Con0itions to "All lots created by this land division shall have a minimum area of 1.11 acres gross". Ninutes\04\23\91 -9- 0&r~b, fl Council Minutes The motion was carried by the following vote: AYES: 3 COUNCILMEMBERS: Moore, Muftoz, Parks NOES: 0 COUNCILMEMBERS: None ABSENT: I COUNCILMEMBERS: Birdsall Aoril 73.1991 14. ABSTAIN: I COUNCILMEMBERS: Undomane Extension of Interim 7one Ordinance No. 90-08 Pertainina to Reoulations for Outdoor Advertising Disolavs Planning Director Gary Thornhill introduced the staff report. It was moved by Councilmember Moore, seconded by Counciimember Mu~oz to extend the meeting until 10:45 PM. The motion was unanimously carried. City Attorney Field stated that if approved, staff could come back with an amendment that would provide for an exemption procedure so that special cases could be heard. Mayor Parks opened the public hearing at 10:10 PM. Having no requests to speak, Mayor Parks closed the public hearing at 10:10 PM. it was moved by Councilmember Mui~oz, seconded by Councilmember Moore to waive further reading and adopt urgency ordinance entitled: ORDINANCE NO. 9 1-17 AN URGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA, CALIFORNIA, EXTENDING INTERIM ZONING ORDINANCE NO. 90- 08 PERTAINING TO REGULATION$ FOR OUTDOOR ADVERTISING DISPLAYS PURSUANT TO THE PROVISIONS OF CALIFORNIA GOVERNMENT CODE SECTION 65858(B) AND MAKING FINDINGS IN SUPPORT THEREOF; and further directed staff to return with an exemption amendment within 45 days. The motion was carried by the following vote: AYES: 4 COUNCILMEMBERS: Lindemans, Moore, Mu~oz, Parks NOES: 0 COUNCILMEMBERS: None ABSENT: 1 COUNCILMEMBERS: Birdsall N i r~utes\O/,\23\91 - 10- 0A/30/91 ATTACHMENT 7 SAMPLE AGREEMENT FOR DEVELOPMENT LIEN AND GRANT DEED Recording requested by THE CITY OF TEMECULA When recorded mail to CITY CLERK CITY OF TEMECULA 43174 Business Park Drive Temecula, California 92590 Spaae above this line for Recorder'$ use AGREEMENT FOR AND NOTICE OF GRANT DEED INTENDED AS MORTGAGE In consideration of and as security for the full and faithful performance of the terms and conditions of that certain Subdivision Improvement Agreement, dated as of October 13, 1992, by and between the CITY OF TEMECULA, CALIFORNIA, a municipal corporation (the "Grantee"), and JACK KOCZARSKI, an individual residing at 164 Lounsbury Road, Trumbull, Connecticut, (the "Grantor"), whereby Grantor agreed to install and complete certain designated public improvements, and whereby Grantor agreed to furnish certain security for the full and faithful performance of the agreement, Grantor shall, concurrently with or subsequent to the execution of this agreement, execute and record a grant deed in the office of the County Recorder of Riverside County, California, to Grantee conveying the real property located in the City of Temecula, Riverside County, California, " known as Parcel Map 22629, and more particularly described in Exhibit "A" hereto. The condition of said Subdivision Improvement Agreement is such that if and when the Grantor shall in all things stand to and abide by, and will and truly keep and perform the covenants, terms, conditions and provisions in said agreement, and any alteration thereof made as therein provided, on Grantor's part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, Grantee shall execute and record in the office of the County Recorder of Riverside County, California, a deed reconveying title to the real property to the Grantor. The Grantor hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the agreement or to the work to be performed thereunder, or the specifications accompanying the same shall in any way affect its obligations herein, and Grantor does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the agreement as to the work or to the specifications. Grantor hereby further stipulates and agrees that from the time of recordation of this document, a lien shall attach to the real 30(~1.1 property and shall have the priority of a judgment lien in an amount of $35,710.00. GRANTEE GRANTOR 30021.1 [name of person signing instar~Plent],~e~'sonallY known t e or proved to me on the basis of satisfactory evidence to b~he person whose name is subscribed to the within instrument, and acknowledged to me that [he] [she] executed the same in [hiS] [her] authorized capacity, and that by [his] [her] signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument, WITNESS my hand and official seal. [ Signature ] My Oommission Expires March 31, 1993. 30021.1 .EX!4~BIT "*An Parcel 3 and Lot "C" of Parcel Map No. 9197, in the City of Temecula, County of Riverside State of CalifOrnia, as er map recorded in Book 39: a e 37 of Par~ Maps, in the office of ~e County Recorder of $m~lP~unty. Recording requested by THE CITY OF TEMECULA When recorded mail to CITY CLERK CITY OF TEMECULA 43174 Business Park Drive Temecula, California 92590 Space above this line for Recorder's Use Mail tax statements to JACK KOZARSKI 164 Lounsbury Road Trumbull, Connecticut 06611 GRANT DEED I, JACK KOCZARSKI, (the "Grantor"), grant to the CITY OF TEMECULA, California (the "Grantee"), all that real property situated in the City of Temecula, Riverside County, California, known as Parcel Map 22629, and more particularly described in Exhibit "A" hereto. This Grant Deed is executed and delivered upon the condition that it shall be null and void upon the full and faithful performance of the terms and conditions of that certain Subdivision Improvement Agreement, dated as of October 13, 1992, by and between the City of Temecula, California, and " and Jack Koczarski upon the full-performance of the terms and conditions of that agreement, the Grantee shall immediately execute and record in the office of the County Recorder of Riverside County, California, a deed reconveying title to the real property to the Grantor, in a form satisfactory to the Grantor. Executed on ~F~'~F~f?'/F~1992, at ~7-/~'F-ag~e~9, C/. [city and State]. ~0010.1 COUNTY OF R~ln~ i ' · O · ~ ' 7~ da of ~ , 1992, before me, [name of person signing instrument], P rsonal~Y~n°wn ~o or proved ~o me on =he basis of sa=isfac~~evi~ence ~o b~~ person whose name is subscribed ~o ~he within ins=rument, and acknowledged ~o me ~hat [he] [she] execu=ed ~he same in [hiS} [her] authorize~ capacity, and =ha~ by [his] [her] signature on ~he instr~ent ~he person, or ~he en~i~y upon behalf of which ~he person ac=ed, executed ~he ins=rumen~, WITNESS my hand and official seal. g My Oommjssion Exiles Mech 31, 1993. Parcel 3 and Lot "C" of Parcel Map No. 9197, in the City of Temecula, County of Riverside State of Califbrnia, as er map recorded in Book 39J a e 37 of Parc{~l Maps, in the office of t~e County Recorder of satdP~unty. Scptnnber :,',',~, 1991 Jack B. Koczanki 154 Loeneba~ Road Trumbu!l, CT 06611 Dear Mr. KoczaTski: After reviewing your Parcel Map 22629 and talking with Centennial Engineering regarding rise status and condition of your final map, [ have come up with the following evaluation. Looking at the topoBraphy of the land ! have priced pa~cl 4 at $145,000; ~3 at $140,000; @2 at $135,000 and/~1 at $140,1300. I have based my evaluation on what has sold in tiffs area and what is for · ale at this time. Ma/ket in land hu been 1he slowest I have seen in the Rancho Temeeula area in tile 14 years ! have worked at Rancon, but I fe.d land buyers arc in thc backgrc}und end will be sur[ncin$. There is a 1.3 a{~re parcel for ~ale-in your area for $13-~,000- This propert)' i~as many of rise same excellent 'features as you: propert~ and has been on the market for 1~'o months. Additionally, I have checked with the water district; your water assessment has been paid. I would very much like w work with you to ~eil your property. Ben Fralei~gh , BF/db 27749 JeffeaT, on/~'.'emse. ~lite JtY.,. Tcrncc~,a. Calffcn'Na 92~91J. 'l'ek:~.f.A:,:. [7141 e,7(' y'/.,16, Fax t? t4; O9'J-U:I~? COUN'L 'RYSIDE REALTY /. M~. ~ MZ'm. J.B. KOC{IKJ. 4.83 marms/~momdm i:)~ M~. and M=m. K~mmtmki. m Kirk W=slght m~t~ t~t I ~ite ~u t~~ y~ ~ty ~e ~n T~la. ~ refer~ W ~ ~ his O~ ~, 1~2 ~i~ti~ you. I~ is ~ ple~e to ~itc ~ in ~ ~t I ~d ~ of in r~l esta~ ~ere for a~oximtel~ 20 t~= ~ ve~ well l~t~. ~ ~ a~ree ~ not only wNl~ ~e ~ ruler to sell ~ I~ivi~ ~18, ~n ~ wOUld also m~e in doing .o. At ~ ~rke~ In ~r area, Sept~r of 1~0, .a 4.~ ~rcel ~ld ~ot $290,~ (e~ W)- In ~ ~ the s~ ye~ a 0.81 acre ~el ~ld ~r $85,~ j~t ~o~d the ~rner f~ yours (aM ~ere ia fin ~ c~l~ MCa~Ovi~ (m rap) t~t m ~rcels S~I1~ to ~o'J~s, alth~h they a~e ~11c. ~t o~ thm a;e 1/~ acze in 81ze. All lo~ a~ ~ ~ ~ w~ ~gcN~ ~owlew ~ a ra~er ela~;atc cl~-~ ~acilitT with ~Zs, llght~ tennis ~S, etc- wl~ a ~ly ~:~iati~ I have also i~clu~ a price lis: for a s~ial sectloa oE ~11~ "~iew Terrace." ~e lots ~e bigger, ~ M~ )ct~ ~lldi~ site rea~ for ~nstmcti~- Your ~1 is ~uly mgnificent and will yield ve~ mrKet~le lo~- mrket i. fi~lly a)in~ in~r~ si~s o~ lile, ~ ~ ~ ~e tim of ~e ye~ to sell ~cels li~ ~ura. My s~gesti~ ~uld Eket th~ a~ $W,9~ a~ ~ exact to sell ~t this sprig. Of FOU ~uld e~ this with te~ ~ki~ f~ a 25% ~wn ~t car~l~ the Mlance, t~ic~lly ~ctis~ for 1~20 yMcs at due ~zee to fi~ ye~s f~ ~le. 7,8266 Front SUcct · 'rtmecais, CA 92590 · (/14) 6~6-219l october 29, 1991 Nr. Jack l~czarski 164 LounsbUryRd. Trumball# CT. 066L1 Door Mr, Koosmrskiz It was nice tmlkin9 with ou recently regarding your property An Tamerule, California- I have talked with your engineering company about the road and shout the necessnz7 mteps to get the finale map.- They told me they nave been in contact with you about what il needed. As I suggested ~0 you on the telephone each of your parcels would sell tar a~out 213~,000, if you will take terms. On a cash basis ~he price would be in the neigh- borhood o~ $i25,000. ODv~oUsly it is ~onsidernbly more profi~able to go ahead and complete the lot split and get~Jls final map. Fargo Real Estate has been in the Temecula Valley for over 17 years emd we specialize in trse marke~illq of vacant land parcels. ~e are the bes~ people to qe~ to i sell role kind of property you have. OUT market nq thrust is outside the valley area, including Orange coun=y. Sincerely, ~ ~/.~er &~Ru~W~rig Uroke/ReeErete~eht P.5.- If I ~an be of any service to you or i~ you have any quesnions ramt I con answer please let me kno~- aes~ectfull~ cc; K~rk W:i~ht · CE PRICE' * ** # -- .,,.,, , r ATTACHMENT 8 TEMECULA COMMUNITY SERVICES DISTRICT LETTER TO: FROM: DATE: REFERENCE: Development Services Administrator September 24, 1991 CONDITIONAL CLEARANCE FOR P,~RCEL MAP NO. 22629 The Temecula Community Services District CI'CSD) staff has reviewed the conditions as set forth in the County of Riverside / City of Temecula Conditions of Approval and recommend that a Conditional Clearance given to Parcel Map No. 21629 subject to the Developer or his assignee conforming to the following: Upon the request of a building permit for construction of residential structures on one or more of the parcels within four years following approval of a tentative map, parcel map, or planned development, real estate development, stock cooperative, community apartment project and condominium for which a tentative map or parcel map is filed, a predetermined Quimby Act fee in the mount equal to the fair market value of required acreage (Plus :10% for offsite improvements) shall be paid by the owner of each such parcel(s) as a condition to the issuance of such permit as authorized by Riverside County Ordinance No. 460 as amended through Ordinance No. 460.93. Should you have further questions, please call me at (714) 694-6480. Thank you. ATTACHMENT 9 FEES AND SECURITIES REPORT CITY OF TEMECULA ENGINEERING DEPARTMENT FEES AND SECURITIES REPORT TRACT MAP NO. 22629 DATE: July 17, 1992 IMPROVEMENTS Streets and Drainage Water Sewer TOTAL FAITHFUL PERFORMANCE MATERIAL S LABOR SECURITY SECURITY $ 3q,500.00 $ 17,500.00 $ $ $ $ 3q,500.00 $ 17,500.00 *Maintainnee listentim (1~ for one year) *(or Bonds tf work ts cmpleted) $ 3,q50.00 Monument Security City Traffic Signing and Striping Costs Fire Mitigation Fee RCFC Drainage Fee Due 5ignalization Mitigation Fee - SMD #9 Road and Bridge Benefit Fee Other Developer Fees {Quimby) $ $ $ $ $ $ $ ,210.00 -0- 600.00 NA. 600.00 -0- 662.00 planni n9 Department Fee Comprehensive Transportation Plan Fee Plan Check Fee Inspection Fee Monument Inspection Fee $ $ $ $ $ 105.00 8.00 2,137.50 1,307.50 250.00 Total Inspection/Plan Check Fees Less Fees Paid To Date (Credit) Total Inspection/Plan Check Fees Due $ $ $ 3808.00 3808.00 0.00 AGENDAS/pe 22629 ITEM NO. 9 TO: FROM: DATE: SUBJECT: APPROVAL CITY ATTORNEY FINANCE OFFICER CITY MANAGER CITY OF TEMECULA AGENDA REPORT City Council / City Manager Tim D. Setlet, Director of Public Works/City Engineer October 6, 1992 Revised Vesting Final Tract Map No. 231q3-1 PREPARED BY: Kris Winchak,Senior Plan Check Coordinator RECOMMENDAT ION: That City Council APPROVE Revised Vesting Final Tract Map No. 231q3-1, subject to the Conditions of Approval. BACKGROUND: Vesting Tentative Tract Map No. 231q3-1 Amendment No.3 was. recommended for approval by the Riverside County Planning Commission on July 21, 1988 along with a Change of Zone No. L~8114. The Riverside County Board of Supervisors Approved Vesting Tentative Tract No. 231q3 and Change of Zone No. Lffill& on August 16, 1988. A First Extension of time for Vesting Tentative Tract No. 2313~ Amendment No. ~ along with Change of Zone No. 5535, was Approved by the Temecula City Council on January 29, 1991..A Second Extension of Time for Vesting Tentative Tract Map No. 231q3. Revision No. 1. Amendment No. 5, was Approved by the City of Temecula Planning Director on July, 16, 1992. Due to the processing time for Revision No. 1 to Vesting Tentative Tract Map No. 231q3. and the revised Conditions of Approval, the Tentative Map would have expired of August 16, 1992. There is an application for a third extension of time that was filed on July 16, 1992 that would extend the expiration date of the vesting Tentative Tract Map No. 231q3 to August 16, 1993 but due to the timely filing of the application, the expiration date of the Vesting Tentative Map will be extended for 60 days under Section 66q63.5, Paragraph (c) of the Subdivision Map Act. During this 60 day period the Final Tract Map may record without the City Council acting on approval of the Extension of Time. A condition that is required prior to the recording of a Final Tract Map,for the first phase, is for the developer to enter into a Development Agreement. This requirement was made a part of the of Conditions of Approval, condition No. ~45, for the First and Second extensions of time for Vesting Tentative Tract Map No. 231q3. The City Cuuncil. on September 22, 1992, recognized the applicability of Development Agreement No. 26, originally approved by the County on August 16, 1988 and recorded, to Tentative Tract Map No. 231q3, Amendment No. 5. On September 22, 1992, the Developer satisfied the requirements of City Ordinance No. q60.93 (Quimby) by entering into a separate agreement with the Temecula Community Services Department for dedication and development of City parkland within the project. Vesting Final Tract Map No. 231~3-1 is a residential subdivision consisting of 81 residential lots and 3 open space iota within 22.01 acres with an average residential lot size of 0. 2~ acres. The subdivision site is located at the southeast corner of the intersection of Pauba Road and Butterfield Stage Road. Under The Change of Zone No. 5535, the subdivision is zoned R-1 and R-~. ThP fnl!owing fees have been paid (or deferred) for Vesting Final Tract Map No. 231q3-1: * Area Drainage Fees * Fire Mitigation Fees (Deferred to Building Permits) $ * Traffic Signal Mitigation (Deferred to Building Permits) $ * Stephen's K-Rat Fees (at Grading Permits) $ N.A. 32, q00.00 12,150.00 T.B.D. The following bonds have been posted for Vesting Final Tract Map No. 231q3-1: Faithful Other Labor and Performance Bonds Materials Streets and Drainage Water Sewer Survey Monuments $1,02q,000.00 193,500.00 191,500.00 $38,1q8.00 $512,000.00 96,750.00 95,750.00 KW/DS: kw ATTACHMENTS: 2. 3. o Development Fee Checklist Location Map Copy of Map Riverside County Planning Dept. Staff Report 7-21-88 Riverside County Board of Supervisors Approval 8-16-88 Conditions of Approval (Second extension of time and change of zone dated 7-16-92) TCSD Agreement 9-22-92 City Council Staff Report 9-22-92 and Development Agreement Fees and Securities Report ATTACHMENT 1 DEVELOPMENT FEE CHECKLIST / CITY OF TEMECULA DEVELOPMENT FEE CHECKLIST Vesting Final Tract Map No. 231:13-1 The following fees were reviewed by Staff relative to their applicability to this project. Fee Habitat Conservation Plan (K-Rat) Parks and Recreation { Quimby ) Public Facility Condition of Approval Condition No. 28 (/ Condition No. 12 Per TCSD letter dated 6-23-92 Condition No. 88 Traffic Signal Mitigation Fire Mitigation County of Riverside Conditions of Approval dated 8-16-88 Condition No. 18 Condition No. !6, See Fire Dept. Letter dated 6-15-92 Flood Control (ADP) Condition No. 15 8 87 Regional Statistical Area (RSA) N/A Staff Findings: Staff finds that the project will be consistent with the City~s General Plan once adopted. The project is not a part of a specific plan. ATTACHMENT 2 LOCATION MAP ~ ~ ~ SITE AGO VICINITY HAP NOT TO BOALE CROWNE HILL TRACT 23143-1 ATTACHMENT 3 COPY OF MAP ATTACHMENT q. PLANNING COMMISSION STAFF REPORT DATE: aanuary 13, 1989 RiVERSiDE COUFIEu- Pt. zxriilirl(; DEP R EFI RE: TENTATIVE VESTING TRACT N0. E. A. NUMBER: 32157 SPECIFIC PLANS 'lEAN 23143 Amd. 3 Dear Appl 1cant: Ti~e RIverside County Board of Supervisors has taken the following action on the above referenced tentative vesting tract map at its regular meeting of August 16, 1988 x APPROVEO tentative map sub;~ect to the attached conditions. DENZED tentative map based on attached findings. APPROVED rithdrawal of tehtathe map. The vesting tract map has been found to be consistent with the all pertinent elements of the Riverside County General Plan and ts tn compliance wtth the California Envirenmental Qualtty Act of 1970. The project will not have a significant effect on the environment and a Negathe Oeclaratton has been adopted. A condtttonally approved tentative vesttrig tract map shall expire 24 months after the a~prova3 at the Board of Supervisors Hearing, the date of which ts shown above, unless w~thtn that pertod of ttme a final map shall have been approved and file with the County Recorder. Prior to the explratton date, the land divide may apply in writing for an extension of time. Application shall be made to the Planning Director thirty (30) days prior to the expiration date of the tentative map. The Board of Supervisors may extend the pertod for one year and upon further application a second and a third year. Very truly yours, RG:mp RIVERSIDE COUNTY PLANNING DEPARTMENT Roger S. Streeter, Planning Director Ron Goldman, Principal Planner 4080 LEMON STREET, 9TM FLOOR RIVERSIDE, CALIFORNIA 92501 (7'14) 787-6181 46-209 OASIS STREET, ROOM 304 INDIO, CALIFORNIA 92201 (619) 342-8277 ,MITTALTO THE BOAliD OF SUPE~V :S C~..JNTY OF RIVERSIDE, STATE OF CAI.IF,,^I~IIA FROM: PLANNZNG DEPAR~ENT $UBI~'TTALDATE: ,,)uly 21, 1938 SUBJECT: CHANGE OF ZONE NO. 4814 - (Butterfield Stage ~anch) - TRACT NO. 22430 Amendment No. 2. - Tract No. 23143 Amendment No. 3 ENVZRONPENTAL INPACT REPORT NO. 230 - Rancho Pacific Eng~heering Rancho Ca]~fornia Area - First Supervisor~al D~str~ct.. t~ ~:RG:CO:mp RECOMMENDED MOr!lON: The Planning Commission and Starf recomnend: CERTZFZCATION of EZR No. 230 and; APPROVAL of Change of Zone No, 4814 from R-A-5 to R-i, R-5, R-A-2~ aad R-A-5; and, APPROVAL of Tentative Tract No. 22430 Amendment No. 2, subject to the attached conditions of approval; and, APPROVAL of Tentative Tract No, 23143 Amendment No. 3, subject to the attached conditions of approval. Delns. Comments Dtst. AGIL ,~A NO att~n~la IESOLUTTON W~C~?NG ~V~ OF ~ ff ~ NO. ~Z4, ~T~ ~TATZVE ~ ~ NO. Z3~43, ~~T ~. 3 ~~, .W~ant ~ ~e applicable p~stonCs) of ~e Gove~n~ ~de, Wbllc ~ertags ~ held kfo~ ~e Whe~tde ~unty Pl/nntng ~4ss4on ~n Wte~tde, hltfo~4a m ~une 8, ZgH, ~ ~nstdeT Change of hne No. 48Z4, Vu~ng Tenetlye Tract ~p No. ~Z43, ~ndmnt No. 3 and Vesttrig Tentative Tract ~p b. ~4~, burnt ~. 2 (he~4.nlfteT ~fe~ed to as ~e and, mIERE~, a1.1 the procedures set forth tn the Ca14fornta Env4ronmental 22 Qualtt~ Act and the RIverside County Rules to :Zmplement the Act have been fully Z3 complted vtth, and a Ftnal Environmental :~mpact Report ("EZR No. 230") has been 14 prepared assessing the potential envtronmentaq impacts assoc(ated w4th the 15 pro,lect; and, bn4EREAS, the matter as d4scussed fully vtth testimony and documentation presented by the public and affected government agerideS; now, therefore, . DE IT RESOLVED, FOUND, DETEPJ~]NED, AND ORDERED by the Plann4ng Commission. of the County of RIverside, tn regular sesston assembled on auly 13, 1988, that . 20 the folioring env~romaental impacts vtll potenttaqly result from the p~oJect 2Z and each of these ~mpacts vtll be avoided or substantially lessened by the identified ,dttgattonmeasures: groundshaking 4s anticipated from Geol oqylSo41 slSe4smtc Safety 1. TroDact: 14oderite significant setsmtc event and some sed~enta~ sotls are suttable for placement of ftll vtthout reinedtel ea~J~o~k. Host so~ls on-stte --~ mderatel.y eTostve. None of the sotls on-stte are considered as prtme for agricultural purposes. 6roundshaktng' 4rapacts ~rl13 be mitigated by comply4ng utah the Untform Butldtng Code and RIverside County Gradtag Standards. Sedtment. ary solls ~r111 be removed, blended ~nd recompacted durtng grading operations. Haasurea to reduce soll eroston ~11 be 4mplemented tn accordance ~th Rhers4de County Grad4ng Standards. The eastern po~ton of the. pro;leer ts located ~thtn I w~sh area and ts sub3ect to flooding. Several smaller localized ~atercourses whtch c*'qd Impact satires and tmprovemnts traverse the stte. Concentration and diversion of watercourses and the addttton of ~mperv(ous su~aces could cause (noreased ~n-off affecting d~nstream prope~tes. All areas proposed for restdent(a1 developeat I~ ou~de ~ the 100 ~ar ~ood platn of the large ash. ~ts area ,tll be ~tned fo~ open space, consolation and ~creatton uses. b~ral dratnage a~as ~tll be peterutted to the greatest extent feasible. Store dPa~ns v~11 ~ ~nsta11~ · 3 · · 10 Z5 Z~ Z8 C, No4se 1. l:mect: tn development areas to convey s~orm flo~s as dt Petted by the F1 ood Control ·nd ilateT Conservation Dtstri Vehicular trafftc Y!ll result tn · nots· level of 60 d~A as far as 315 feet from the cent·tithe of Butterfield Stage Road and 270 feet front the centerline of hubs had, Occasionally notse vtll result f~m the nearby prtvate ·1re·rip o~ned and operated by the hubs Ranchos Horncorners Association. One plane currently operates out of the airs·rip, taktng off and landtng approximately tat ce a ~eek. Reverse frontage lots vtll be constructed along Butterfield Stage Road and hub· Road. Butldtng setbacks ~xceed mtntmum standards by Incorporation of streetscape ireas, 1 andstaped slopes and a decorative block ~alq along Butterfield Stage Road and Pauba Road. The dtstance of the pro;)ect from the Pauba Ranches airs·rip, the 1·frequency of takeoffs and landings, the small stze of atrcraft permitted to use design of ·No and parcel stzes tn "aircraft nots· acoustt ca1 study the atrstrtp and the pro.tee· one half (2~) acre mtntmum Pllnntng Area 4 vtll mitigate lmpects. A slte spectftc vt 11 be compl ·ted prt or to the 3 · D. t 't ·0 ·3 ·4 [] Water Qua14ty l. lwact: 2. Mtttqatton: tsauance of butldtng pemtts to determine structural masures required to compqy with County requirements. ?- Urban runoff tnclud4ng pesttctdes and ferttltzers All be Introduced to natural runoff and to the greundvltlr table. Twenty-seven (27) lots tn Planntng Area 4 vtll ut(14ze sept$c systems to dtspose of swage effluent ~hfch could aiso impact ground~ater resources. The large .ash area and several smaller washes 4n Planntng Area 4 v~11 be retatned tn a natural state vherever feastble thereby preserv4ng a large portton of the natural filtration system. Thts ~411 be accompqtshed by de14neattng the flood platn area and ,atural watercourses on ~e envtrenmental constra4nt sheet (ECS) for Vesting Tentative Tract Hap No. 22430. Future residential development 4n those areas Identified on the ECS w111 be prohlb4ted w4thout raYtaw and approval of gradtng plans by the Flood Control and Hater Conservation DIstrict. Sept4c systems 411 be developed In accordance wtth San Dtego Regtonal Water Qualtty Contrel Board and Rtvers4de County Department of Publlc Health requirements. 4 Open Space sssd ConserYa~ton 1. Im~2ac~: 3 · t e · Z2 :13 Z4 Z5 ~7 ~8 2. !qttt~atloe: No significant trapacts or changes to the County Open Space and Conservat4on Element of the Generaq Plan rill dtrectly result from this project. Hovevet, the project stte rill be converted from its present mrg4nal graztng status to primarily rest dent1 al use. Approximately ten (Z0) acres of property ~thtn the large wash area of Plann4ng Areas 4 and 6 are des~ gnated for open space, conservatt on and recreation use. Thts area ts designated on the Landscape, Open Space and Recreation Concept 14ap (Exh4b4t ZZ-:I:I) as regional btolog4ca~ resources enhancement area due to the nature of landscaping mter4als planned for the area. Approxtmately Z:I7 acres tn Planntng Area 4 low-density (2~ to dave1 opment v4 th 1 trot ted ts designated as very ZZ acre) residential pad grading. Several natura3 dratnage courses and s~opes exceeding 25 percent vtll remain unaltered tn this area. Additionally, an e~even (11) acre park stte, a fifteen (15) acre e~omentary school and park stte and approxtmateqy twenty (20) acres Of landscaped buffer area ts incorporated (n the project, These measures v(11 enhance the open space and conservatlon uses on-stte whtle maktng areas · · ? · ~O ~6 ~8 ~2r Aqrtcultu~e Impact: 2. Ktttqatton: accessible for recPeatton and ragtonal biological resources enhancement. The p~oJect vtll result tn the loss of 483.7 acres of mrgtnally productive graztng land and a 11mtted area of Class III sotls vhtch are not considered prtBe. Areas of agricultural use adjacent to the project stte constat of graztng land to the kmSt end the south.' VIneyards and cttrus groves are located northeasterly and an onton tam ts located southerly of the project stte. The cun~nt plan for u~bantzatton tn Rancho Caltforntl vtll have 11mtted and tndtrect negattve short tam tmpacts to agr4culture tn the area. An Increase tn pilferage of crops and vandalism to farmtrig equipment .and mchtne~y ts expected. ~' the long te~m, u~bantzatton of the core area of Rancho California my tncrease the pressure on agrtcuqtural operations ~htch are not economically stable to u~bantze, No m4ttgatton ts proposed for the loss of graztng land on-stte as thts tmpact ts considered to be Insignificant due to the lo~ levels of production. The project stte has l~tce previously been approved for residential land use, has been heavtly grazed and ls not considered as vtable agricultural land. 6 Prtme agricultural areas tn Rancho California are not expected to conve~ to urban uses for many years due to the relattve dtstance from planned development areas, the protection afforded by General Plan Poltctes related to agricultural preservation and the Rancho California Comun4ty Pol¶c~es uhtch protect agricultural uses by controlling ,dntmum lot sizes. ]:.mpacts to prime Igrtcultoral areas due to vandalism and pilferage a~e ,dttgated by the lack of prox4m4ty to the pro;Jeer.. Long term trapacts to agricultural operations are intttgated by extsttng County General Plan Poltctes for agricultural prot. ect. ton and Open Space zontng vtthtn the Rancho California. des(gnat4ons and' agr4cultural major agricultural areas of Adverse tmpacts to biological resources on-stte are not significant due to preYtons human and graztng disturbances. Xncrementally, development of the pro3ect stte vtll contribute to the cumulative loss of foragtng hub¶tat for raptors the Rancho California area. .Approximately l:wenty acres (20) of landscaped buffer areas vtll be planted vtth trees sattable for raptor perching, roosttng and nesttrig. 7 3. · 8 · I H. titnatal. Resources 20 1. :Impact: 2. H4ttaatton: 25 Z. Erieray Resources 16 1. 11 15 2. Mtt4qatton: Additionally, ten (10) acres vtthtn the large -ash area rill be retained for ragtonal r~partan habttat replacement and enhancement. Landscapu~ gutde14nes for the vestlng tentative tract maps encourage the use of nattve mter(sls and trees to enhance raptor hibt~t 4n accordance vtth the recommendation of the BJologJcal Report contained Jn the Appendix of £:ZR No. 230. The project vtll not .tmpact any significant adneral resource areas 4denttiled by the State or County. Htt4gst4on measures for mtneral resources tmpacts are not Indicated. The project ~11 consume approx4mately 7,398~qO ktlovatt hours of electracity and 1,227, 495 thenas of natural gas per year. Additional loss11 fuels v(11 be consumed by project related trafftc. If an average Of t~tenty (20) mtles per gallon ts assumed, the project v~11 consume spprox~mtely 4,039 gellons of psoltne per day for aut~b(le travel based u~n 80,78Z pro3ectN veh(cle mtles travelled (~). ~e developmnt of the pro3ect v~11 Incorporate T~tle 24 const~ct(on requireants ~tch 1 · · :1 · 32 II tO Scenic l. I.mact: Z. t41t'iqatton: reduce the use of loss11 fuels for electrical generation and for the heattng and cooling of structures. Alternate transpo~'catton incentives provided within the pro~ect design tnclude btke lanes, bus stops and on-site trip destinations vhtch vtll reduce the use of fossil fuels related to autmmbtle use. No direct tm~acts v411 occur as the'site-location ts not ad3acent to or near any highways which are designated or eltgtble to be designated as scenic htgtffays. Htttgatton measures are not required° although the ~ro3ect ts sensitive to aesthetic concerns ~y incorporating development standards for ~andscaped buffers and streetscape trea*~.ents. K. Htstortc and Prehistoric Resources 1. Impact: No historic or prehistoric resources are located on-site or adjacent to the site; however, paleontologtcal resources my occur within the Pauba formation ~htch comprises a significant geologtc untt on-stte. & paleontologist vtll gradtng operattons and periodical ly be consulted pHor to ~tll monitor operations accordance with the direcalves of · 10 I1 the Department of Buildtag and Safety. If archaeological or paleontologtcal resources are discovered durtng gradtag, a professions. archaeologist or paleontologist will be consulted aM recamended rlttgatton tonsures tmplenented. Vtnd Eroston and Blowsand 1. Turnact: 2. MttIQatton: Toxtc Substa, ces 1. TmDact: 2. HtttoatIen: Vtnd eroston end blowsand hazards do not significantly affect the project stte. HttIgatton measures for wind erosion and blowsand hazards are not requtred due to the absence of .tmpact, . The project stte ts not known to contatn, and the project ts not expected to generate, significant amounts of toxtc substances. No extraordtnar~ mitigation measures to dts~''~ of toxtc substances are proposed due to the Insignificant leve~ of Impact. 10 · · · 2.4 3.8 .! Traffic and CIrculation 1. Impact: 2. MittDeriDe: The project will generate approximately 11.210 average daily trips (ADT) and 80,712 vehicle miles travelled (VIiT). On-stte traffic impacts are not considered significant; hMver, regional cumulative impacts utll degrade service levels on several roadrays. Roncho California Road between Yeez Road and interstate 15 and State Highway 7g between Pals Road and Interstate 15 will be significantly impacted by cumulative regional tmpmcts. Cumulative regional impacts will be mitigated by constructing improvements related to the Rancho Villages Assessment District (RVAD), the ~rgartta Village Specific Plan and Rancho Villages Policy Plan. Htttgattonmeasures are included in these and other planned road .improvement pro3ects in Rancho California which will facilitate area-wide circulation. The use of alternative modes of transportation to reduce trip lengths also has potential to decrease some regional cumulative traffic impacts. RVAD and related road improvements planned for the State Highway 79 corridor include construction of m~or segmentf of State Highway 79, Butterfield Stpge had, Palm had, Pauba Road. DePortDim Road, Kaiser Parkway, 11 I Mater and Sewer 2. Impact: 2. KtttQatton: IMrgartU Road end Z~terstate 25 ramps at State Highway 79. SIgnificant and crtttcal improvements to Rancho California Road vt11 be constructer~fi con.lunctton krlth the Pargartta Village Spectftc PJan. Alternitive transportation Incentives tn the project tnclude bike lanes, pedestrian eraentries and on-site trtp destinations, The project ~tll generate a demand for approxtmtely 4.45 acres feet of ~ater per day for domestic use and approxtm~ely 328,200 gallons of k~ste viter treatment capectty per dly to provtde santtary sewer servtce to project residents. Domesttc tater Servtce vt~1 be provtded to the project stte by Pancho California inter Dtstrtct (R~D). Santtar:~ sever service vt~l be proY~d. by Eastern liuntctpal Water District On-stte valet facilities consisting of tvo (2) RCi~) 24' transmission 1tries are adequate to serve the project needs. EXV9 sewer facilities vt~1 be extended tn conjunction vtth the Pancho Ytllages Assessment Dtstrtct to provtde santtar~ sever servtce to P~anntng Areas 2, 2, 3 and 5. Water conservation measures krlll be Incorporated 1fifo the project, Including valet saving plumbing and Irrigation devtces and drought tolerant landscaping materials. , · . · · i · Expansion of the Dqi~D savage treatment plant to a capacity of 6.25 mtllton gallons per day (PIGD) began ~n Januar~ 1988, and rill take tvo (2) years to complete. Et41~ vtl1 tnc~ease ~nactty ~yond 6.25 ~D ms d~nd ~ln~ thigh theft fee l structure vhtch tncludes capactty charges. P. Ffre Protection t 20 IO 11 1. %,matt: Based on County stJndmrds. the project 2. Mtttqatton: ~11 generate · denEnd for approximately one thtrd (Z/3) of an engtne company to servtce project residents. The project, s~t,e ts not wit,bin a Hazardous Ftre Are· 1denttried by the General Plan. Approximately $450.400.00 tn ftre st~stton impact mitigation fees vtll be collected as a result of the project. Fire detectors vt1'1 be tnstaqled wtthtn tndtvtdua~ dwellings and keter systems Including ftre hydrant,s ~tll be constructed throughout, the pro;Jeer tn accordance ~tth the dtrect,tves of the County Ftre Department. 13 3 q- 3~ Z6 R, Z8 tX 12 13 14 l'Jr She~lff Protection Impact: 2, Ifit4Qetton: Schools 1, lemact: Z. MtttQatton: itmsed on County standards, the project wtll generate a.demnd for approxtmtely one half sheriff to serve project needs for $hertff protection, Increased crime v111 be generated by project residents, non-project residents and vlsttors of the project, HIMleoMfier$ through the payment of property and sales taxes wt11 proportionately contrtbvte to the financing of additional publtc safety services mpproved by the RIverside County Board Supervisors, Destgn features Mhich will aid amktng e safer envtromnent vtl1 be tncluded in the project, Landscaping plans should be revte~ed by the RIverside County $hertff's Department, Approximately 61~ Temecula Unton School Dtstrlct (TUSD) elementary and mtddle school students and 224 Elstnore Union Htgh $choo1Dtstrtct (EUHSD) htgh school students wtll be generated by the project, The project wtll participate tn the current State School Funding Program to mittgate overcrowding Impacts to the TUSD and EUHSD. Additionally, ftfteen (15) ac~e elementary school and park stte ts de~tgned Mtthtn Vesttrig Tentative Tract Hap 22430 to serve future area residents, 14 · I. ~' S. h~ks and Recreation · 1. · · V 2, PllttOtttOe: · Z~ 84 t~ Uttl tt4es 1. Impact: 2. Ntl~1Qatton: Based on Qutmby Act Standards, the project v~11 generate a demand for approxtmtely 7.1 acres of ;mbllc park to provtde adequate park and recreation facilities for future project residents. On-stte park and recreation facilities wtll be provided, tnclud4ng an eleven (1)Z~ acre netghbo~ood Park stte tn Vest4ng Tentat4v~ Tract Ilap No, 23143 and a t~ (2) acre ne4ghl~rhood park s4te tn Vest4ng TenUttve Tract Hap No, 22430, Equestrian tretls and Class Z! and Class bt~cle lanes are also planned to provide ~c~atton opportunities for residents of the proJec~ and surrounding areas, Impacts are not anticipated with respect to the deltve~ of uttltty servtces to the pro:leer. Temporar~ notse, dust, and trafftc trapacts wt~1 be associated wtth uttlt~y constitute, Utt11~ cons~c~ton ~11 be 1trotted to daytime h~ ~ reduce nots. tmpac~s. la~e~tng t~cks ~11 be used durtng gradtrig operations to ~duce fugtttve dust.' Trifftc c~trol masu,s such as fliggtng and detou~ ~11 be uttltzed ~erever appropriate duTtng consC~cCton. ~5 · · 3.0 ZZ el Sol 4 d Maste 1. Impact: 2. Pltttoatton: L~brarJes 1, lmDac~: 2~ Mtt4qat4on: Approxtm~ely 26,507 pounds o~ soltd waste w411 be generated on a datl~ basts by future resident** ~ the pro~ec~. Thts Jurpac~ w411 add to cumulative .tmpac~s affecting ex4s~tng landftll facilities. The Coun~y's extst4ng landfill that serves the ILIncho California area, Double Butte, was planned ~o be operaS, tonal un~41 the year 2000 but w~ll reach capact~y before ~ha~ ~tme. The El. Sobrante fac~34~y no~r,h of Lake [lsJnore a~so serves the leahobo Cal4forn~a area and has a twenty year 3tfespan. The County 4s preparing a new mas~er plan ~o 1denttry fu~,ure landfill s~ts and other solid waste dtsposal methods as required ~o met County needs. Th4s plan ts completion Jn 1989 and v~3l co, 4n recommendations for rep~acemen~ landf~l~s and transfer s~.at4ons wh4ch are planned to be operat4onal 4n advance of need. schedu3ed for Residents of the pro~ect w411 4ncremen~,a13y contrtbu~,e ~o an add4t4ona~ demand for 14brary serv4ces. A ne~ llbraT~ Js planned for developmen~ 4n the County Government Cen~er at'the noTCheast corner of i4nchester and County Center Drtve. 16 3~ 3,4 3,1 We lieslab Care Facilities 2.. impact: Z. I~!ttae~ton: Avta~on Facilities 1. leDact,: Additionally, the Pro3ect w411 generate $222,20C from payment, of s $200.00 per untt fee pr~or t,o the tssuance of butldtng permtt,s. Thts fee will be utt11zed to provtde financing for construct,ton of the nN Panthe California Library and other eta,y/County 11brery projects. The pro3ect, v111 generate a need for approx~mat,ely seven (7) hospttal beds. HtttgatJon measures for healt,h care tapacts are not, needed. It, ts snt,Jctpat:ed the prtvate market rill expand to mlttgst,e shy tmpact,s relat,ed t,o development tn Pancho California. The project, wtll Increment,ally 1norease t,he demand for avtat,ton factltt,tes.tn t,he Rancho Cal(fornta area, A prtvat,e landing st,rtp, t,he Pauba Ranches AJrst,rtp, ts locat,ed approximately a quarter mtle (k) from t,he east,am project boundary. No~se tmpact,s from the atrst,r(p are net significant, due t,o the dtstance from t,he project, the t,wo and one hslf (2~) acre mtnlmum parcel stze adjacent to t,he east,am 5oundary and the lo~ frequency of take-ells. 18 Z7 I 2, lttttqat,ton: Const,ructton' of the French Valley Atrport, is considered sufficient, mtt,tgatton for 1noreased I · · cumulative evtat~on factltty demand. Very lo~ denst~ ~estdenttal development consisting of twenty-seven (27) two and one half (2is) acre larger parcels ts planned vtthtn Plann4ng Area 2 to lintmtze potential notse trapacts to future project residents. Furlhearer.e, evtatton eesmnents wtll be granted to protect the v4ab414ty of the hubs Ranchos AIr strip. · BE )aT FURTHER RESOLYED by the Planntng Comtsston that the f611o~4ng 20 environrental tEpaCt associated vtth Change of Zone No. 48:[4, Vesttrig Tentsthe 3.t' Tract Nap !1o. 23:[43, Jmendment No. 3 end Vesttrig Tentattv~ Tract Pap No. 22430, 3~ Amendment No. 2, 1r111 be only partially avotded or lessened by the 1denttiled 3.1 m4ttgat. ton measures: :~4 A. At r Qua1 tty ~S IS Impact: Cumulattv.e tmpacts from planned and extst4ng development ~11 .generate over 4,000,000 veh"'~e mtles traveled (VMT) tn the Rancho California area by the year 3397, The pro;)ect vt11 generate approximately 80,7t2 VMT or 2.0 percent of the total area-vide Y!(T and approximately pounds of eutombtle emissions datly. State Standards ~11 not generally be exceeded ~th significantly greater frequency than under extsttng cond¶ttons due to the area's frequent sea breezes; hovevet, the degradation of conditions currently extsttng tn Rancho Caltforn4a ts expected durtng pertods of atr stagna~4on. vh4ch typically last a fe~ hours or a few days. '1' · Z. F!tttQa~ton: Htttgatton measures for cumulative tmpac*.,s are · tncluded utthtn planned pro.lects tn the area. l~: These tnclude an emphasts on providing ~ · IF 3.0 3~ 3.4 t3, :1 · Jobs/housing balance and the encouragemen'. of the use of alternative nodes of trenspor'dtton through. the provision of park and rides, bus stops, btke lanes and pedestrian mnIttes. The pro:iect provtdes on-site trip destinations Including a neighborhood lark, and elementary school and park site and open space areas for recreat~onaq use. The encouragement of future bus servtce and the provision of bike lanes fled to · planned regional system v411 facilitate the use of aqternat~ve transportation nodes by future pro:~ect residents. BE IT FURTHER RESOLVED by the Planning Commission that ~t has considered and re.~ected the foqlov~ng alternatives Identified within [IP. No. 230 re, alive to the ~latIve atr qualtty Impact which cannot be fully mitigated: A, 11o Pro:~e=t Alte~attve: The No Pro:~ect Alte~nat(ve was considered relattve to the cumulat(ve a(r quality (rapact and has been re:}ected for the followfng reasons: :~. The No P~o;iect Alternative would not provide econom(c benefit to the County. 2. The No PFo~ect Alternative would not prov(de any on or o~f-stte c~rculatton $mprovementso Z9 -I., · · · · · · B. · · 2~ 22 2~ 2~ · 2 C. 3. The No ProJect &lternattve muld man that the pro3ect stU ~ould not significantly add ~ atr. ~altty degradation per se. ~ such degreU~tn could s~t~1 ~sul~ tf ~ople buy sm~e~ e~se bastn. . 4. ~e ~ P~J~ Alte~t, ~uld not fe,stb~y a~atn the basic ~onmtc obJecttY, ~ ~e ~Jec~ for ~e Rsduc~ Xnt~stty ~e~tve: ~e ~ced Xn~enst~ Rlte~a~tve ~s co~tde~d rela~t~ ~ ~e ~la~tve atr ~altty tmc~ and has ~en r~ e~ed ~ ~e fol 1 ~ ng ~suons: 2. The Reduc~ Xntenstt~ Alte~ttve ~u~d no~ provide an econ~tc ~neft~ ~ ~e coun~. ~e hduced Xntenst~ Al~a~tve ~uld man ~at the p~o~ec~ ~uld nO~ significantly add ~ atr ~altty degraltton, but such degre~tton could st111 mule tf people buy-s~he~-else tn the bast n. 3. The Reduced Zntenstty Alte~lttve ~u~d have I significant cumula~e t~act frm t~ standpoint ~ ~teP ~aqtty due ~o ~ .e of asepttc tank systm pro~ect ~de. 4. The Reduced Intensity Alte~ttve ~uld ~sult tn h$~ and tmp~vmnt cos~ I~ 1~ econ~c return because ve~ lw denstry produc~ consistently hBve ~ls effect. HtQhe~ Denslty~txed Use Alte~attve: ~e Htgher knstty~txed Use Alte~attve ~s constde~d ~lattve to ~e cumlattve atr qualtty impacts and has ~en ~Jected for ~e foll~ng ~asons: Z. The Htgher Denstt~txed Use ~lte~attve ~uqd d~le 8tr quaqtty tmpacU on a regtonal cmlattve basts. · 2. The Htgher Densit:y/NIxed Use Alternat4ve would 1norease the trapacts to · ctrculat4on facilities. · 3, The Htgher Denstt3r/141xed Use Alternat4ve vould aqso requ4re more · gradtag and stte [D, Non-Resldent4el Mternat4ves: The Non-Residential Alternathes vere considered relittve to the cumulat4ve a4r qualttY trapact and have been re:)ected T 4'or the 4'oilwing mso~s: · 1. The'trcens¶ve farming and graz4ng act4vtttes alternat4Ve mou~d have a greater trapact 4n term of ground water, water supply and b~*o~og~cal resour~s, 2. The FlOor/ndustrta~ and Cornarc1·1 Alternative would for the most part cause · greater cumulathe ~mpact than the current pro:~ect proposed, BE ZT FURTHF. R RESOLVED b.v the Planning Commission that tt has baqanced the. CountJf tn the amountof $471,382 at project build-oUt. Soctal benefits attributable to the project include soc~a~ access opportunities resulting from the planned improvement of pubqtc 4nfrastructure related towstar and sewer service, circulation fac~14t(es, fire protection, flood control, educational facilities, recrea~4on f;ctltt4es ~nd open space. Economtc benefits attrtbetable trapacts to the Pancho California to the project (nclude postthe econom4c area, resuqttn9 from In increase 4n 21 IO e. I1 85 C. bene4'4ts of the pro:}ect aga4nst the unavoidable adverse env4ronmental effects thereof, to vtt: the cumulative ·tr qua14t3r imp. act, and has determined that the following beneftts outweigh and render acceptabqe those environmental effects: A. The pro:|ected revenue from the pro:Jeer provides an econom4c benefit to the .,| ~ !re constructtot, ;Jobs, tax and employment opportunity related to Industrial and comaarc¶a1 grmrl:h vhtch vtll be tnduced by the pro:Jeer. The pro:iect ts proposing the creation of a Biological Enhancement prOpwqm and ts also providing tvo park sties of eleven (11) acres and two (2) acrts for the i)ro:lect residents. The amount of park stte ts Jn excess of that uhtch vould-be requ~rfid under the Qu4mby Act and can also be ut414zed by residents already ~n the cramunity, The pro;Ject proponent has prepartd a Development Agreement vhtch wtll pro;tde ,cvu.va tn the amount of $4,794,517,00 for Publlc Fadltt4es, Ragtonal Parks, Hab4tat/Open Space and for $ervtce Offset. The pro;Ject provides a school s4te ~htch vt~1 benefit area v4de 32 educational 2,1. BE ]:T FURTHER lIESOLVED b.v the Planntng Commtss4on that Change o~ Zone :~4 4814, Vest4ng TentJt4ve Tract Nap No, 23243, Amendment No.3 and Vesting ~,Bi Tentative Tract Pap No. 22430, Amendment No. 2, rill (raplament appl(cable Zi elements of the R~ve~s~de County Comprehensive General Plan as follows: ~. Land Use Elements: The Rtver$4de County Comprehens4ve General Plan ~ecogntzes that the pro:~ert area ts transtt~on~n9 from agriculture land uses to urban land uses and economtc base, and that th~s area can be expected to experience Increased urbantzatton. The proposed pro:}ect ts located tn the Southwest Territory Planntng Area. Thts area characterized by urban land uses and corridors along Znterstate speclff~ally tn the Rancho Caltfornta-Temecula area. Adopted Spectftc P~ans In the area Include Wolf Valley $pectfic Plan and Pale Vtlqages Spectftc Plan. h~tttes and land uses proposed by ~e pro~ect statler h those proposed b~ other p~~ tn the area. ~e applicant ts 22 also lar~tctpattng In the · . 6 B, · · l.O.C.. Reqtona~ [~ement: ~4 ~6 tO: 14 F, Rancho Vtllsges Assessment Dtstrict for tnfraStructore improvements and for 1as financing mechanism. In terms o' available and proposed infrastructure and extsttng pattern of u~bar development, the sublets stte meets the qualifications for Category land use polictes at thts ttm. Administrative Eheent: The project provtdes ttme frames for development, pursuant to the land use po~tctes of the Admtnstrettve Element. The ftscsl tmpsct analysts projects s postttve tmpact on County servtces at project Thts project represents approximately 1,7 percent of the grw'ch expected in the Southvest Territory Lend'Use Planning Area (RSA 49) for the year 2OZO. The project alone w711 not exceed the SCAG g~o~th end resident1 a~ land pro3ect conlaths s program for circulation, forecasts. The project provtdes for recreations1 uses vtthtn 1as boundaries. Pub~tc Facilities end Sorvtces [lament: The comprehenshe pub~tc servtces and fact~t.~tes water, sewer, f(re protection Ind other services, An urban leve1 of Infrastructure ts presently wtth~n reach of the subject stte and ~tll be provtded per the Rancho Vtllages Assessment DIstrict. Houstnq [qement: The proposed $pectftc Plan ~111 provide 2228 res~denttsq untts ,tth s variety of product types. The pro~ect also tncludes about t3 acres of parks/recreational uses, 13 acres of school stte. and about 20 acres of landscaped buffer ares. E~vtronmentsl Hazards end Resources Element: EZR No. 230 assessed the full range of concerns associated vtth thts project. 23 }, I · · 3.0 3.3. 3~ 14 10 BE ]:T FURTHER RESOI. VED by the Planntng Commission that tt has revtewed and considered EZR No. 230 tn evaluating the pro3ect, that EIR No. 230 ts adequate, accurate and ob~lec~tve s~atement that compltes vtt. h the Cal~forn Envtromen~al Qualit7 Act, that EZR No. 230 ts ce~r. tfted, and that EIR No. 230 ts hereb3~ tncorpor·t. ed here1, by reference.. BE ]:T FURTHER ESOLtFED by the Pl·nntng Con~tsston that tt recoffnends approval of Change of Zone ~o. 4824, Vesttng Tentative Tract Hap No. 23143, Amendment No. 3 and Vesttng Tent·rive Tract Flap rio. 22430, k,endment No. 2 and recomends to the Board of Supervisors that It hold · publlc hearing to' review and' consider E:ZR No. 230 and approve Change of Zone rio. 4814, Vesttng Tentative Tract Hap No. 23243, Amendment No. 3 and Vesting Ten~attve Tract Hap ZZ430, Amendment Ito. 2, sub~Ject to the attached conditions, and based on the fol low~ng findings and conclusions: FZNDZNGS: 1. The applicant ts proposing to change the zoning on a,83.7= acres from R-A-5 to R-lt R-A-2~,, R-5 ·rid R-A-5 zones, 2. Two residential tracts, Vesting Tentative Tract Hap Nos. 23143 and 22430, have been subm(tted w4th this zone change request. 3. Vesting Tentative Tract Hap No. 23143 ~s an appltcat4on to subdivide 351.7 acres tnto 1092 restdent(a~ lots, and eleven (11) acres park and etght (8) open space lot·. 4. Vesting Tentative Tract Hap No. 22430 ts an appltcat(on to subd(v4de 132 acres into tkmnt~-stx (26) residential lots, · thirteen (13) acre school site, · lxo (2) ·cre park site and · 200 foot v4de Regional B~ologtcal Resource Enhancement Area along the eastern bound·n/of 'the map. 24 :~ 5. The subject stte ts vaunt. Surrounding land uses tnclude turf farm, i · scattered stngle fmtly residential and vacant land. · 6. The site ts currently zoned R-A-5 and zoning on surrounding parcels Is · predmnlnantly a-R and I-A zontng. I' 7. The project stte ts etthtn the Iraecho Caltfornta/Temecula subarea of the : Southeat Territory bud Use Planetag Area. 8. The stte ls 81so contiguous to the Rancho VIllages Poltcy Area and the 3.0 34 3.6 J Rancho Ca31fornta PollCy Area. g. The General Plan calls for rategory 11 land uses 'and the developer ts proposing densities of 3'1 DU/Acre and .2 DU/Acre for Vesting Tentative Tract Pap Nos. 23143 end 22430, vhtch are consistent with Category I! guidelines. :10. £ZR No. 230 .has been prepared for the pro3ect. :1:1.The pro~Ject wt11 participate tu the Iraecho Vtllage Assessment DIstrict (ItVAD) for Infrastructure 4nprovemnts. :12. The proJec~ conYotto to poltctts and standards oY the Land Use Element. 13. The proSect conYorm to the Intent oY regional land use policies and goals oY the Regional E3ement. ZI. The pro~Ject conYorBs to goals end polIctes of the Public Fact3tties and Servt~es [lament. 81t :15. The pro3ect conYoms to the goals end po31cIes of the Housing Element. 16. 17. The pro~Ject confom to the goals end polIctes of the Environmental Hazards and Resources E~ement, except for cumulative atr qualtty Impact · ehich requtres a statesent of overriding consideration. The project conform to the goals and po31cIes oY the Community Policies Element. 25 · 18. The project conforms to the goals and po31ctes of the Admtnttrattve · I Element, · CONCLUSIONS: '~ · 1. The project ts consistent rith the CoaFrehenstve General Plan. ~ 2, The project conform to all applicable County Ordinances. i 3. EaR No.~ 230 ts complete, accurate' and objective and therefore has been · coral fled, I 4. Vesttrig Tentative Tract Pap Nee. 22430 and 23143 k~ll'tncorporate a11 · 10 14 16 83 86 recomended mitigation measures 1denttiled tn ElK No. 230. 5. The adverse tapact to cumulative atr qua14ty v411 be reduced by the recomaended mitigation measures, but the restdual adverse tapacts tn the ragton rill nonetheless rema4n stgn4ftcant; However, the substantial economtc and soctal beneftts of the project as stated heretn And tn E]:R No. 230 outvet9h that unavoidable adverse tmpact and-render tt acceptable. Economtc beneftts attributable to the project tnclude postttve economtc trapacts to the Pancho Collfornta area resulting from An tncreas'~!n construction Jobs, tax and employment opportunity ratated to Industrial. and co~nerctal growth whtch wtll be tnduced by the project. Soc4al beneftts attributable to the project tnclude soctal access opportunities resulting from the p~anned Improvement of publlc tnfrastructurs related to aster and sewer servtce, circulation facilities, ftre protection, flood control, educational factlttSes and open space. 6. The project ts compatlb3e wtth area developnent. 7. The project rill be provtded adequate leve3s of Infrastructure and w411 not result tn a pub14c serv4ces burden on the County. 26 '1" 2 8. All Teasonable alternatives to the pro~Ject, ehtch could feastbly achteve · 4 I · · · 3.0 3.3. the bastc objectives of the proJec~ have been constdeTed and ~ecCed tn favor of the project. 9. Envtromental, economic, soctal and other coasttiaraS. tons and benaltOs dartred/rm the developmat of the project overTtde and make tnfeas4ble any'literate. Ires to the pro3ect or further mtCtga~.4on masu~es beyond those tncorporuted tnto the pro3ect. 85 27 1! · 224301CZ 4814 T | I t ,.: .--~"' ' i /' ~- '.' / ' ./..f .' "'~' . lpp. RANCHO PACIFIC ENGINEERING ..... , .: , . .~,.,: _ ,.1'_., .....1200' RIV~tiS/O~ COUIITT acr, x:N___Nliy6' OE'Pj4RTM~'NT OFFICIAL HEARING NOTICE THIS MAY AFFECT YOUR PROPERTY YrST/N~ TRACT 23143, r~. 3z157, ts in application submitted b:y Rancho Pacific Engineering for property located tn the Rancho California Area and First Supew~sorlal I~istrtct ~tch proposes to dtvtde 35Z.7~ acres taro :ZOg2 lots lots and 8 open space lots on property generally described as south of Pauba M, list of Butterfield Stage M. T]]tE OF IEMIIE: 3:50 p.m. RIVERSlOE COUNTY PLANNING COI~ISSZON MINUTES JUNE 8, 1988 (AGENDA ITEMS 8 and 10 - Reel 988- Side 2 - 1496-1649) Applications submitted by Roncho Pactftc Engineering - EZR 230 - Rancho California Area - First $upervtsortal Dtstrtct- 483.7t acres, southeast corner of Pauba Road and Butterfield Stage Road. SPECIFIC PLAN 226 - 1121 dwelltrig untts, a 15 acre school/park site, and an 8.7 acre park site. COMPREHENSIVE GENERAL PLAN ANEII~ 123 - Amend Open Space and. Conservation Nap Designation from Areas Not Des1 naiad as Open Space Spectftc Plan 226. DEVELOPMENT AGREEMENT NO. 26. ~Cont. to from 4/6/88) CHANGE OF ZONE CASE 4814 - EA 31201 - Rancho Pactftc Engineering -.Rancho California Area - First Supervtsortal Dtstrtct- 483.7t acres, south of Pauba Rd, east of Butterfield Stage IM - R-A-5 to R-Z, R-S, R-A-2~ and R-A-5, etc. VESTING TRACT 22430 - EA 32230 - Rencho Pacttic Engineering - Rencho California Area - First Supervtsortal Dtstrtct- south of Pauba Rd,' east of Butterfield Stage Rd - 29 lots - 132t acres - Schedule C VESTING TRACT 23143 - EA 32157 - Itancho'Pactftc Engineering - Rancho California Area -' First Supervlsorlal District - south of Pauba Rd, east of Butterfield Stage Rd - 1092 lots and 8 open space lots - 351.7~ acres - Schedule A Hearings ere opened at 5:00 p.m. and were closed at 5:13 p.m.' The Butterfield Stage Spactftc Plan was considered at the Apt11 6, 1988 Commission heartrig and com;1nued to today so that staff could review the ftnal EIR and spaclftc plan document, and a 'standard form' for the Developer's Agreement could be prepared. On Apt11 22, the applicant requested the withdrawal of SP 226 and GPA 123; also, to change the zoning application submitted for a spectftc plan zone on the enttre property. The new change of zone was requested to change the zone from R-A-5 to R-l, R-A-2~, R-5 and R-A-5. Developer Agreement 26 ts now tncluded with the staff report for Change of Zone 4814, Vesting Tentative Tract Nap 23143 and Vesttrig Tentative Tract Hap 22430. These 1tams are 1tam lO on today's agenda. The change of zone and vesting tracts are on 487.7t acres tn the Roncho California area. The stte ts located south of Pauba Road, east of Butte~fteld Stage Road and north of DePortola Road. The stte ts presently vaunt, with scattered residential uses to the north and east· Surrounding zoning ts R-A, R-A-5 and R-R. The change of zone and the two vesttrig tracts were revtewed concurrently, then Independently, with Spectftc Plan 226 and GPA 123, which had been withdrawn by the applicant. 230 had been prepared for the two vesttrig tacts, and al1 mitigation measures 1denrifted tn the EZRwi11 be urrted forward as conditions of approval on all development plans. Vesttrig Tract 22430 tsa 26 lot residential subdivision which has 3 elementary school and park lots and a 200 foot wide Regional .Biological Resource Enhancement Area along the eastern boundary of the tract. Mtntmum lot stze 2~ acres. Vesting Tract 23143 proposes 1092 residential and 8 open spaces lots,.with an 11 acre park site. These tracts are consistent with the General Plan poltcles and conform to the applicable County ordinances. Staff recommended certification of EIR 230 and approval of Change of Zone 4814 from R-A-5 to R-l, R-A-2~ R-5 and R-A-5; approval of Vesting Tract Nap 23143, 64 R/VERSZDE COUNTY PLANNZNG COeeUSSION HINUTES JUNE 8, 1988 Amended No. 3, Vesting Tract Hap 22430, Amended No. 2, subject to the conditions of approval; and, acceptance of the withdrawal of Spectftc Plan 226 and Comprehensive General Plan 123. Staff distributed the proposed changes to the conditions and noted that the CSA will take care of the open space. Condition 42, page g, for Vesting Tract Hap 23143, Amended No. 3 is to read as fol lows: Condition No. 42:. "Prtor to the tssuance of occupancy permtts for the development of the 325th residential untt, the eleven acre park stte ca]led as Planntng Area 5, and shown as Exhtbtt I1-12 wtthtn the Destgn and Development guidelines, shill be .fully developed." Staff said to delete Condition 22 on Page 4 and Condition 21 on Page 3. and handed out a new condition. to be called Condition 21 for Vesttng Tract Nap 23143, as it relates to the maintenance of the consnon open space areas. Staff advised that this will be m standard condition of approval. Condition 21 to read as follows: Condition 21: "Prior to recordatton of the ftnal map, the subdtvtde'r shall convey to the County tttle to all conmen or coaeon open space areas, As a condition precedent to the County accepting title to such areas, the subdivider shall subnit the following documents to the Planntng Department for revtew, ~htch documents shall be subject to the approval of that departaent and the office of the County Counsel: a) A declaration of covenants, conditions and restrictions; and, b) A sample document conveying tttle to the purchaser of an individual lot or untt vhtch provides that the declaration of covenants, conditions and restr~ctlons ts incorporated theretn by reference, The declaration of covenants, conditions and restrictions submitted for review shall (a) provtde for a term of 60 years, (b) provide for the establishment of a property owners; association comprised of the owners of each individual ]or or enlt and (c) contain the following provisions verbatim: 'Not~thstandtng any provesTon in this Declaration to the contrary, the fo] 1owing provisions shall apply: The property owners' association established herein shall, if dormant, be activated, by incorporation or otherwise, at the request of the County of Riverside, and the property owners association shall unconditionally accept from the ,County of Riverside, upon the County's demand. tttle to all or any part of the 'co,non area'. more particularly described on Exhtbft 'A' attached hereto. The dectston to require acttvatfon of the property owners association and the dectston to require that the association unconditionally accept tttle to the 'common area' shall be at the sole discretion of the County of RIverside. Zn the event that the cornnon area. or any part thereof. ts conveyed to the property owners association. the association. thereafter. shall own h suc 'consnon area'. shall manage and continuously maintain such 'co~non area' and shall not sell or transfer such 'common area', or any part 65 R%VERSZDE COUNTY PLANN%NG COle4TSS%ON HINUTES ~UNE 8, 1988 thereof, absent the prior wrttten consent of the' Planntng Dtrector of the Counl~y Of RIverside or the County's successors-In-Interest. The property ochers association shall have the right to assess the owners of each Individual lot or untt for the reasonable cost of mintsthing such 'c~meon area', and shall have the right to 1ten the property of any such owner who defaults tn the pa3aent of a maintenance assessment. An assessment liens once established, shall not be subordinate to any encambrance other than a (4~s~ trust deed or ~4es~ mortgage, made tn good fatth end for va3ue and of record prior to the assessment It·n. This Declaration shall not be tarminer·d, 'substantially' amended or property de·nnexed therefrom absent the prtor wrttten consent of the P'lar~tng Dtrector of the County of RIverside or the County's successors-in-interest. A proposed amendment sha]l be considered 'substantial' If tt affects the extent, usage or maintenance of the 'cmmon area', In the event of any conflict between thts Declaration and the Arttc]es of Incorporation, the Bylaws, or the Association Rules and Regulations, tf an~, thts Declaration shall control.' Once approved, the declaration of covenants, conditions and restrictions she1] be recorded at the same ttme that the final map ts recorded." Condition No. 19-d on Page 4 for Tract 22430, Amended No. 2, to read as follows: Coedition 19-d: *Prior to the record·tton of the final map, the applicant shall determlne whether the Temecula Union School Dtstrtct requires Lot 12, 13 led 14 for a school stte. In the event that the School Dtstrict does not accept those lots for a school stte, the two acre park stte attached to the school shall be developed ·s aftve acre park stte.' Staff also deleted Condition No. 19-e and 19-f for Tentative Tract 22430 and added · new Condition 19-e handed out thts date and referencing the CSA as set forth above. Mr. Klotz advised that the condtt?on referring to the CSA was a standard condition and, therefore, satd that 'first' be deleted from before the words 'mortgage' and 'trust deed' (as noted above). TESTIHOHY OF PROPONENTS: Dave Dtllon, 27447 Enterprise Ctrcle West, Temecula, representing the applicant, said that he belleved that thts roJect would set a standard for other large tracts ~n tenas of the over,l] Senstty, a coeauntty park, open span, recreation, schools and coanuntty destgn. They concur wtth the recm~nendations and conditions of. approval ms amended. Dennis D'Neal, 18831 Yon Carmen, Zrvtne, attorney, satd that the Deve]o,)er Agreement has been drafted on the standard county form. They agree w~th the conditions contained therein. There ts a reference to the fact that this project ~s to be tncluded wtthtn the Rancho Vtllages Assessent District. 66 RZVER$ZDE COUNTY PLANNZNG C01~ZSS]:0N HZNUTES jUNE 8, 1988 Mr. Klotz said that the extst~ng develolxnent approvals on the attached exhibit refers to Assessment Dtstrtct No. 159, and was not sure that that was an appropriate inclusion wtthtn that exhtbtt, and Iqr. 0'Nee1 agreed to delete There es no one else who wtshed to speak on the matter. The public hearing vras closed at 5:13 p.m. F/NDZlIG$ AND CONCLUSIONS: The applicant ls proposing to change the zontng on 483.7~ acres fPom R-A-5 to R-l, R-5, R-A-2~ and R-A-5 zones; t~o residential tracts, Vested Tract Nos. 23143 and 22430, have been submitted wlth thts zone change request; Vested Tract No. 23143 ts an appltcatlon to subdivide 351.7 acres tnto 1092 residential lots, an 11 acre park and 8 open space lots; Vested Tract No. 22430 ts an appltc, tton to subdivide 132 acres tnto 26 residential lots, 13 acre school stte, 2 acre park slte, and a 200 foot wtde Ragtonal BIological Resource Enhancement Area along the eastern boundary of the vested tract; the subject stte ts vacant; surrounding land uses tnclude turf farm, scattered stngle fa~ly residential, and vacant land; the stte Is.currently zoned R-A-5 and zontng on surrounding parcels ts predominantly R-R and R-A zoning; the project site is ~rithtn the Rancho Caltforntarremecula Subarea of the Southwest Territory Land Use Planntng Area; the stte ts also contiguous to the Rancho Villages Policy Area and the Rancho California Comuntty Policy Area; the General Plan calls for Category I! land uses and the developer ts proposing densities of 3.1DU/Acre and 0.2 DU/Acre for Vested Tract Nos. 23143 and 22430, ~hlch are consistent with the Category Z! guidelines; and, Environmental Impact Report No. 230, ~htch had been prepared for these projects, indicates that the projects wtll not have a significant effect on the environment. The proposed projects are consistent wtth the Comprehensive General Plan; conform to all applicable County Ordinances; can be adequately mitigated; and, are compatible ~th area development. NOTZON: Upon motion by Com~sstoner Bresson, seconded by Commissioner Smith, and unanimously cartted, the Commission recommended to the Board acceptance of the appltcant's ~thdrawal of Spectfic Pqan 226 and Comprehensive General Plan Amendment 123; tentative certification of EZR 230; tentative approval of Change of Zone ~814 from R-A-5 to R-Z, R-5, R-A-2~ and R-A-5, per Exhtbtt 2; tentative approval of Vesttng Tract Naps No.':22430 and 23143; and tentative adoptton of Developers Agreement 26, as amended. Nr. Klotz advlsed that all these approvals are tentative. ROLL CALL VOTE RESULTED AS FOLL011S: AYES: Coan~ss~oner BreSson, Smith, Beadling, Purvtance and Donahoe NOES: None ABSENT: None 67 Zoning Area: Rancho California $upervJsortal DistrJct: First E.A. Number: 31201, 32157, and 32230 $pecJftc Plan Sectton CHANGE OF ZONE NO. 4814 Vested Tentative Tract: 23143 h~ended 3 Vested Tentative Tract: 22430 Amended 2 Planntng Commission: June 8, 1988 Ageride Ztee No.: %0 · 1, Appl Jcant: 2, Engtneer/P~p,: 3. Type of Request: ..-~ ~8. > ~VERSZDEQXMT~IURNZ~DEPRRTIEIT Rancho Pacific Engineering Sam as above To change the zoning on 483.7~ acres from R-A-5 to R-Z, R-S, R-A-2~ and R-A-S.To subdivide 132 and 351.7 acres tnto 29 and 1100 lots. Locatfon: Extsttng Zoning: South of Pauba Road, easterly of Butterfield Stage Road and north of De Potrole Road. R-A-5 Surrounding Zoning: Site Characteristics: Area ~aracteristjcs: Comprehensive General Plan Designation: 10 Land Divtsion Data: R-R, R-A, R-A-~, R-A-S, and Vacant, rolling terratn. The site ts traversed by a large ~msh 1 the eastern a ong project boundary. Vacant, turf farm, and scattered single family residential. Land Use: Category II Residential Density: 2 to 8 d~elling units per acre Total Acreage: Residential Lots: Park/School/ Open Space lots: DU Per Acre: Proposed !~in. Lot Size: YTR 23143 fR 22430 351.7 132 1092 26 8 3 3.1 .2 7200 sq. ft. 2~Ac. Staff Report Change of Zone No. 48X4 Vested Tract No. 23143 Jimended No. 3 VesT. ed Tract NO, 22430 knended NO. 2 Page 2 11. Agency Recomnendations:' Road: Health: Flood: Fire: ktldieg end b fet3n none 'Val 1eyeride Perk Recreation Dtst. · Elsieore Union High School Dist." Easter~ Huntctpal Hater Dial. CZ 4814 YTR 23143 VTR 22430 none 6-1-88 5-13-88 none 5- 9.88 5- 4-88 2-27-87 5-16-88 5-13-88 3-16-87 &- 9-88 5-31-88 2-11-88 2-11-88 1- 4-88 i- 4-88 12-30-87 12-30-57 2-1-88 none 12. Letters: Oppos tUon/ Supporting: received as of this wrttjng 13. Sphere of Znfiuence: Not within ·Ctty Sphere ANALYSZS: Pro~ect Descr~Dt~on: Change of Zone No. 4814 is an application to change the zoning on a 483.7~ acre site in the Rancho California Zoning Area from R-A-5 (Itestdential Agricultural. 5 acre miniwmm lot size) to R-t, R-S, R-A-2~ and R-A-5. Two Vested Tentative Tract Nos. 23143 and 22430 have been fried concurrently with the Change of Zone Case No. 4814. Vested Tentative Tract No. 23143 is an application to divide 351.7 -acres into 1092 r~$tdeRttal lots and 8 open space/park lots. Vested 'Tentative Tract No. 22430 is · 26 tot residential subdivision on 132 ~ acres, with 3 elementary school/perk site lots. There is a 200 foot wide Regiona~ Biological Resource [nhancement Area along the eastern boundary of this veste tract which will be planted with native vegetation and tall trees for the raptors and other wildltfe. The site is located south of Pauba Road, east of Butterfield Stage Road and north of De Portola Road. At present, the project site is vacant. Surrounding land uses include mostly vacant, rolling terrain, with scattered residential uses to the north and east of the project site. Zoning inmediately surrounding the site consists of R-R, R-A and R-A-~. A mix of R-A-5 and W-2 zones mre located to the east of the site. Existing zoning on the property is R-A-5. Staff Ile~rt Change of Zone No, 4814 Vested Tract tlo. 23143 Mended No. 3 Vested Tract IIo. 22430 Mended No. 2 Page 3 In lieveer, 1987 the applicant subettted applications for Spectfic Plan No. 226 (Butterfield Stage Ranch), kneral Hen Amendment No. :123, a change of zone, and tso vested tentative tracts. Staff has been ray-teeing the a pitcartons for Vested Tentathe Tract lies. 23143 and 22430 concurrently with t~ Spectftc Plan 'end General Plan tmendment applications. On Apt11 6, 1988, a publlc heartrig was scheduled, for Spectfic Plan No. 226, General Plan Mendsent No. 123 and the Change of Zone No. 4814. The three cases were continued to Jase 8, 1988 by the Planning Consn~ssion so that staff could review the final E.I.R./Specific Plan document and the "standard form" for Deveqoper's Agreement ~uld be prepared. On April 22, 1988 the applicant requested the ~rithdrawal of Spectfic Plan No. 226 and General Plan Amendment No. 123. The applicant alse requested to change the zoning appltcatton, which ~as submitted for a Spectfic Plan Zone on the entire property. The new change A Vested of zone would be from R-A-S zoning to R-:1, R-A-2~, R-5 and R- -S zones. Tract !los. 23:143 and 22430 have been amended to reflect the new zoning on the prope~y. Envirorsentaq ~nalys~s: Environmental Assessment lies, 31201, 32157' and 32230 were prepared for the change_ of zone and vested tentative tracts. Environmental Impact Report No.230 had also been prepared for the Specific Plant General Plan Amendment, Change of Zone and the Vested Tentative Tracts. About twenty-nine (29) categories of envirorunental hazards and resources and public facilities and services were studied tn the [./.R., tn terms of the project. setting and impact, 14it~gation measures are proposed to reduce ~mpacts to Insignificant levels or enhance the environment b creating poe¶tire impacts, All .mitigation measures identified in the E,Z.~, rill be carried forward as conditions of approval on a~l develoment plans. Pro~ect Consistency wCth Comprehensive General Plan/Area Conpatibil~ty: The project stte ts located vithtn the Rancho Caltforniarremecula Subarea of the Southwest Territory Land Use Planning Area and the Nount Palomar Observatory operations area, The site is contiguous to the Ranthe Villages Policy Area and the Rancho California Community Policy Area, The project site ts designated on the Open Space and Conservation Pap as "Areas Not Designated as Glee Space," Land Use poqtdes for Rancho Caltforniarremecuqa Subarea state that future development should be mostly Cotegory I and Category II uses, ~ith Category ll! uses is the outlying areas, The more intense uses should be concentrated (n the/nterstate 15 freeway corridor, transittoning.to urban uses and then rural and agricultural uses ~n the extreme easterly and westerly areas Starf Itepor~ Change of Zone 11o. a814 Vested Tr·ct RO. 23143 Mended No. 3 Vested Tract No. 22430 Mended No. 2 Page 4 of Rancho Calliope·. Vested Tentat4ve Tract Nos, 23143 and 22430 have been dest ned to reflect transttto~ between Category~ [! uses associated with the RIOC~O · V1111ges Canmuntty Policy Area ad:Jacent to the west and the Caregot Z!! · sis usoc4ated v4th thl Roncho CaliCorata Cmmnuntty Policy Area and ~auba Ranchos Areas adjacent to the north and east. Additionally, design features of the project tnclude buffers and setbacks to enhance the transition between Category Z: and lZZ uses tn accordance ~ith the kneral Plan Poltctes which encourage the use ~of desi features to enhance land use transitions.' Category Z1 areas ire characteriz~by the kneral Plan ·sbetng located ~thin an existtrig cmmmntt or ·ctty sphere of Influence. Catego~/:!I polictes also require the availa~ility FF community water and sewage systems, and access by 143 which provides parks, landscaping, dra(nage facility and street lighting. The pro;iec+. site currently has a community Mater system on stte and a co·unity sewage s~stm nearby which rill be extended to the site by the Rancho Villages Assessment District. The s~te has access from Butterfield Stage Road which is a planned arterial h~gh~ay and Paube Road which ~s a planned seconda~j highway. The applicant ts currently participating ~n the Rancho Villages Assessment District (RYAD) for ~nfrastru~ture (·prove·ants and for the pro:jeers financing mechanism. Review o~ the policies of the Land Use Lrlement in the Comprehensive General Plan indicated that the sub:Ject site and proposed pro:Ject fits the requirements of Category 3:I land uses at this time.' The developer is proposing densities of 3.1 DU/Asre Ind .2 DU/Asre for Vested Tract Nos. 23143 and 22430. These densities are consistent rith the Category Z]: guidelines. Staff, therefore recommnds approval of Vested Tentative Tract Nos. 23143 and 22430, in that the proposals are consistent with the General Plan, compatible with area deve~opment, and conform to the requirements of Ordinance No. 348 and 460. Change of Zone No. 4814 ~s proposing R-l, R-5, R-A-2~ and R-A-5 zoning on the 483.7~ acres s~te. The R-1 zoning would be compatible wtth the mix of residential land uses authorized by the Vail IMadows Spectfic Plan located across Butterfield St· · Road. The R-A-2~ and R-A-5 zoning would be compatible with the Pauba Ranc~ I~o~ect and the development vrithtn Rancho California Comuntty Policy Area. These areas are to the east and north of the pro~ect site. Staff, therefore finds the proposed zone change to be consistent v~th the .General Plan and compstt. ble with area develo;~ent. FZNZ)ZNGS The applicant ~s proposing to change the zoning on 483.7~ acres from R-A-5 to R-t, R-5, R-A-2~ and R-A-5 zones. Staff Report Change of Zone IIo. 481.4 Vested Tract No. 23243 Mended No. 3 Vested Tract No. 22430 kneaded No. 2 Page 5 2. Tvo residential tracts, Vested Tract lies. 23243 and 22430, have been subnttted vith thts zone cheap request. Vested Tract No. 231.43 (s an appl~ut~on to subdivide 352.7 acres into 2092 residential lots, an 1.Z acre park, and 8 open space lots. 4. Vested Tract No. 22430 ts an application to subdivide 1.32 acres tnto 26 residential lots, 1.3 acre school stte, 2 acre park site, and a 200 foot v~de Ragtonal Biological Resource Enhancement Area along the eastern boundary of the vested tract. The subject site ts vacant. Surrounding land uses tnclude turf farm, scattered s~qle family residential, and vacant land. E. The site ts currently zoned R-A-S and zontng on surreund~ng parcels ~s predominantly R-R- and R-A zontng. 7. The project stte Is ~thin the Rencho Collforn~arremecula Subarea of the Southwest Territory Land Use Planning Area. 8. ' The stte is also contiguous to the Rancho Vtllages Poltcy Area and the Rant o Cal~,fornia Coneunity Policy Area. h The General Plan calls for Categor~ ZZ land uses and the developer ~s ropos~ng densities of 3.2 OU/Acre and .2 DU/Acre for Vested Tract Nos. ~3143 and 22430, which are consistent with the Category Z! guidelines. Environmental Impact Report No. 230, ~hich hid been prepared for these projects, indicates that the projects ~ill not have a significant effect on the environment. CONCLUSIONS: 2. The proposed pro~ects are consistent vtth the Comprehensive General Plan. The proposed projects contom to all applicable County Ordinances. All environmental concerns can be adequately mitigated. The i~roposed projects are compatible ~ith area development. RECONNDeATIOITS; Certification of Environmental Impact Report No. 230 based on the finding that the Environmental/mpact Report ts an accurate, obJectiVe and compqete document Staff Report Change of Zone No. 4814 Vested Tract No. 23143 Amended IIo. 3 Vested Tract No. 22430 keeNted No. 2 Page 6 vhich complles vith the California EnFlronmental Qua111~ Act and the R4vers~de Count~ Rules to implement CEQA; led, APPROVAL of Change of Z on e No. 4814 from R-A-S to R-l, R-S, R-A-2~ and R-A-5 d staf~ tn accordance v~th the fled~ngs end conclusions ~ncorpora~e tn 'this report; and, APPROVAL of "Vesttag" Tract No. 22143 Mended No. 3 sub3ect to the conditions of approval; and, APPROVAL of *Vesting* Tract !1o. 22430 Amended No. 2. subject to the conditions of approval. US:mp Deve~olnent ~eement No. 26 Rel&ted ProJect: Vest4ng Tentative I~s 22430, 23143,and Chmnge of be 4814 Plann4ng Coaq~sston: 6-8-88 Agentis Item No.: 20 Area: Rancho California Supervtsorial District: First~ STAFF RIPOfT 2. Oevelomeent Plan The folloviag const4tute the Developsent Plan for Developnent Agreement No. 26: Vesttq Tentative Paps 22430, 23243, and Change of Zone 4824 2. Term The developqent agreement caqls out a 20 year term. proposed te~m. Staff supports the 3, Fees and Cred4ts hsed on Sect4on 202(c) of the County's Development Agreement Regulations the obligation will be as lollmess Public Facilities Regional Parks Habitat/Open Space $ervtce Offset TOTAL $2,129,821 S 392,350 S 292,460 S2,9g0,896 S4,794,517 lie credits are proposed. 4. 9(scussioe: The draft agreement complies with the County's regulat(ons governing development agreements, and vtth the ~tandsrd form approved by Counsel. Testing Tentative Paps 22430, 23143, and Change of Zone 4814 represent a reasonable and log4cal development plan for the site. S. Reconnendation: Staff recomends cert~ficattofof [IR No. 252 and approval of Developnent Agreement No. 26 based on the folioring: The agreement ts consistent ,Hth the general plan as mended tn that tt prov4des for the develo!~ent of the property tn accordance with Citegot7 [! roqu(r~aents, The aguemerit 4s co~attblev4th the uses authorized by the zoning classifications applied to the property and other land use ent~thments; tn that. the agreement ~erlects compliance with the land use, density, tntens4ty, aM dutgn features provided for in the zoning classification and the ten~t~vemps, c. The agreement complies vtth good land use ~actice and w411 promote public convenience end the hea3th, safety and general welfare o~ present amt future mtdent. s~ tn that the development plan has bee, reviewed by various state and local agencies t~ insure con;34ance rith regulations ami Imllcies presa'tbed b3~ those agencies. d. The agmmet.mtas the orderly develolmwent- of the property and will preserve p~perty values. e. The agmmeet patdes for significant public benefits, 4n that the agreeat provides for the laFaent of $ 4,7H,517 for public facilities, services, parkland, and hobtrot. ~AR :mcb PJ;YERS:ZDE COtM'J'Y PLANN]:NG C01~SS;0N Iq:ZINTE$ APRZL 6, 1988 (RGENDA ~TE~6 - REEL 97~ - SIDE 2 - 1333-1515) t IR 30 rn E Z Jlppltcattoas submitted b~ ~o Pectftc bgtm g . - bncho ~11fo~ts ~a - Fl~t ~N~s~al Otst~ - 4~,7~ ac~s, s~theast u~er of Pau~ bd and kt~teld S~ge bad $P~F~C PL~ 226 - 1~1 Mlltng ~t~, I ~5 I~ sch~l/pa~ stY, end an 8.'z ac~ park slte ~REH~IVE ~~ ?L~N ~ 123 - ~nd ~en Space and s e to ~effstt~ mP m~gMtl~ T~ AmS ~t kSt~a~ aS ~en ~ c $pectftc Plan 226 CHANGE OF ZONE CUE 4814 - l-1~-5 to SP u~Vi~LOPIDJql AGKEEHEN1 ND. 26 - 1he hearings ere opened It S:SO p.a. end continued to 2:20 p.m. aune 8, 1988. STAFF R[CQII4ENDATZON: Mthough sl~ff sn~ort~d the develo~n~ tn conce~, they ~ ~mndtng · continuance. ~e p~3ec~ stte consisted of 483.7 acres of ~111ng te~itn ~tch hid ~ us~ tn~e~tten~lY tn ~he pes~ graztng. ~e ~t~teld Stage ~nch $pectfic Plan ~s designed for ve~ denstay es~e lot develo~ end lw deneta stngle family ~s~den~ta~ develo~n~; the OVerall denstry ~s 2.3 del~tng untie ~r acre. ~ctlla~ uses ~thtn the spectftc plan tncluded t~ ne~ghbo~ood pa~ sties (one eleven acres and ~e M acres}, a thtrte~ ac~ el~nU~ schoo~ ;tie, ~en s~ace, ~c~atton factlit1, and I ~tonal biological ~source enhincent Staff found the p~sal ~ ~ consistent ~th the varies elents of the RIverside ~unty ~neral Plan, and the esUbltshed patZe~ of urban develo~ ~nt 1denttried tn t~State H~ghwy 79 Co~tdor. M~hough staff fel~ the $pectftc P~an hnd~nt doc~nt had been ~11' thought out, they. fe~t the fol 1 or1 n9 rod1 ficatlons ~ neeessay: 1. Deletton of all proposed Class IZ btke lanes. 2. Reqocatton of the collector street uhtch ttes tnto Cee tee Lane adjacent to the elmentary school and ~rk site, ~ provtde secondary ~e~athe of Planntng Areas , 4, and along triterface of Planntng Areas 2, 4 and 6. Tne ftnal environmental Impact report and spectftc plan document had not been racehad. Although the applicant had provtded Information about the ftnal spectfic pqan document for staff revtev, staff sttll needed to raytoy . tt tn data11, The Development Agreement ~as betrig evaluated by staff and~unty Counsel, and Nould have to be continued unit1 the "Standard Form" ~as completed. Dave DIllon, representing the applicant, advtsed they had been Norking vtth staff for approximately t7 months and he thought they had resolved most of the concerns. They had also been Norktng vtth surround¶ng property mme~s, Including the Rancho Pauba Hmeomers Kssoctatton to the east vhtch had submitted a letter tn support, Iqore than 25 percent of the property designated for ve~J lw denstry development, and tn' addition they had set .,r ILTVERSID[ COUIITT PLANNING CII~ISSION lu!INtITrj APRIL 6, 1988 aslde acreage for parks, schools, open space, landscaping, and btologtcaq resources. He agreed with the staff recoeFmndatlon. CoentsslonerPurrlancecoanented that, overall, thts appeared to be a very promising lroJect, However, hems concerned about the treatment of slopes. Although the standard slap, coMtttoe had been Included, (regarding 2:1 ratto and 10 foot latervals), thts as · Planning Department condition rather than a requirement of the Uniform Building Code° He therefore questioned whether thts type of gsmdttloe ms betrig enforced by the Departsmet of Bulldlng and Safety. I~emtssloner Purvtance asked whether the developer would ahlde by thts type of coedltloe° fir° Dtllon thought Coe~tssloner Purvlance ms referring to the Cou~ty:s Htllslde Developrmnt Standards, whtch had bee superseded by the tJnlformBulldtng Code° llhen Commissioner Purvlance ques- tioned thls seat.met, fir. f~llon 'explained the County's Htllstde Development Standards called for landscaping and Irrigation on slopes exceeding 10 feet tn verttcal hetght; the Untform Bulldlng Code requlred landscaping and Irrigation o~ a cut slope tn excess of 3 feet and a ftll slope In excess o 5 eat° He f f assured the Coldssloe that any manufactured slopes on the project slte w~uld conform to County's Htllstde Development Standards and the requtremnts of the Department of Butldtng and Safety. Coentsstoner hrvlance referred to the top of Page 72 of the sPeclftc plan document, relatlng to gradtrig plans, and suggested that the sentence readtrig · deUlled rough gradtrig plans shall be prepared and approved by the Department of :Building and S~fety before any onstte gradtng activities occur' be amended by addleg the Plannlng Deuartment. llr. Rtchards advlsed Planntng staff was reviewing preltcdnary gradtng-plans at the subdlvtslon stage. Hr. Rlchards also advtsed that the Htllstde Development Standards also provtded for some exceptions tot he slope hetghts, based on the stab¶lJty report. k~en Commissioner Purvtance asked who would accept the sells engtneer's report allowtn9 thts exceptions fir. R(chards explained thts wouqd be part of the enttre gradtrig parmtt process. RIchard .Norton, 204S San ,laclnto Street, San :actnee, representing the Eastern Nuntctpal Hater DIstrict, advlsed he neither supported nor opposed the project, but enly vanted to let the developer know they dtd not want sewers gotrig do~m prtvate lot 1tries. Upon motion by Commtssloner Bresson, seconded by Comtssloner Beadlln9 and unanimously cartted, Spectftc Plan 226 and related cases were continued to 2:20 p.m. ~u~e 8, 1988. 39 RIYERSIDE COtllf~T PLANNIN~ COeeUSSION MINUTES JUNE 8, 1988 (AGEleA ZTEF!$ 8 and 10 - Reel 988- Stde 2 - 1496-1649) Applications submitted by Rancho Pactftc Engineering - EIR 230 - Rancho California Area -Ftrst $upervtsortal Dtstrtct- 483.7= acres, southeast corner of Pauba Road and Butterfield Stage Read. SPECIFIC PLAN 226 - 1121 dwelltrig vntts, · 15 acre school/park stte, end an 8.7 acre park stte. COHPREHENSIVE GENERAL PLAN N(DIDHENT 123 - Amend Open Spice and Conservation IMp Designation ' froe4/5/88) -CHANGE OF ZIXIE ~SE 4814 - EA31201 - Rancho Pactftc Engineering - Rancho California Area -Ftrst $upervtsortal Dtstrtct- 483.7~ acres, south of Pauba lid, elstofButterfteld Stage lid - R-A-5 to R-I,-R-5, R-A-2~ and R-A-5, etc. VF.~'FING TRACT 22430 - EA 32230 - Rencho Pacttic Engineering - Rancho California Area -Flrst Supervtsori·l Dtstrtct- south of Pauba lid, east of Butterfield Stage lid -29 lots - 132= acres - Schedule C VESTING TRACT 23143 - EA 32157 - Rencho Pactftc Engineering - Rancho California Area - First Supe~Ytsortel Dtstr4ct - sou.th of hubs Rd, east of Butterfield Stage lid - 1092 lots end 8 open space lots - 351.h acres - Schedule A Heartrigs were opened at 5:00 p.m. and were closed at 5:13 p.m. The Butterfield Stage $pectftc Plan was considered at the Apt11 6, 1988 Co,~ntsston heartrig and continued to today so that staff could revtev the ftnal EIR and spectftc plan document, and a "standard form" for the Developer's Agreement could be prepared. On Apt11 22, the applicant requested the ~rithdrawal of $P 226 and GPA 123; also, to change the zontng appltcat4on submitted for I spectftc plan zone on the enttre property. The'new change of zone was requested to change the zone from R-A-S to R-l, R-A-2~, R-5 and R-A-5. DaY·lop·r Agreement 26 ts now tncluded with the staff report for Change of Zone 4814, Vesttrig Tentative Tract Pap 23143 and Vesttn9 Tentat4ve Tract Pap 22430. These 1tens are 1tam 10 on today's uganda. The change of zone and vesttrig tracts ire on 487.7= acres tn the Rancho California area. The site 15 located south of Pauba Read, east of Butterfield Stage Read and north of DePortola Read. The stte ts presentli vacant, with scattered residential uses to the north end east. Surrounding zontng ts R-A, R-A-5 and R-R. The change of zone and the two vesttng tracts were revteved concurrently, then Independently, with Speclftc Plan 226 and GPA 123, vhtch bad been withdrawn by the appl(cant. EXR 230 had been prepared for the t~o vesttng tacts, and a11 mitigation measures 1denttiled tn the EIR yell be carried forward as conditions of approval on all developcent plans. . VestTng Tract 22430 ts a 26 lot residential subdivision vhtch has 3 elementar~ school and park lots and a 200 foot Vide Ragtonal B~ologt;al Resource Enhancement Area along the eastern boundary of t, he tract. Mtntmum lot stze ts 2~ acres. Vesttrig Tract 23143 proposes 1092 residential and 8 open spaces 'lots, wtth an 11 acre park stte. These tracts are consistent with the General Plan pollctes and conform to the applicable County ordinances. Staff recomended certification of EIR 230 and approval of Change of Zone 4814 from R-A-5 to R-Z, R-A-2~, R-5 and R-A-5; approval of Vesttng Tract Hap 23143, R/VE]tSZDE COUNT~ PLANN/NG COleaTSSZON MZNUTES JUNE 8, 1988 Amended No. 3, Vesting Tract Pap 22430, Amended No. 2, subject to the conditions of approval; and, acceptance of the withdrawal of $pectfic Plan 226 and Caeprehensfve General Plan 123. Staff distributed the proposed changes to the cendlttons W noted that the CSA w111 take care of the o~n space. · 'Condltton No. 42: "Prior to the Issuance of occupancy pemlts for the development of the 3ZSth residential unit, the eleven acre park stte called u Planning Area S, and shown as Exhtbtt 11-12 vtthtn the Design 'and Develolaent. guidelines, shall be fully developed." Staff said to delete Condition 22 on Page 4 and Condition 21 on Page 3, and handed out a new ceedtt~on, to be called Condition 21 for Vesttrig Tract Nap 23:143, as tt relates to the maintenance of the coneon open space areas. Staff Cond(tfon 21: °Prior to recordatton of the ftnal map, the subdivider shall convey to the County tttle to all common or comaon open space areas. As a cDndftton precedent to the County accepting tttle to such areas, the subdivider shall sebmtt the following documents to the Planning Department for revtew. ~htch documents shall be subject to the approval of that department and the office of the County Counsel: a) A declaration of covenants, conditions and restrictions; and, b) A sample document conveying title to the purchaser of an Individual lot or untt ~htch provides that the declaration of covenants, conditions and restrictfens fs Incorporated therein by reference. The declaration of covenants, conditions and restrictions Submitted for review shall (a provtde for a term of 60 years, (b) prey(de for the establishment o~ a property owners- association comprised of the owners "Notwithstanding any provision tn this Declaration to the contrary, the fo)lwlng provisions shall apply: The property owners' association established herein shall, tf dormant, be activated. by Incorporation or othervise, at the request of the County of RIverside. and the property owners assoctatlon shall unconditionally accept from the County of Riverside. upon the County's demand, tttle to all or any part of the 'co,mmn area' more particularly described on Exhibit 'A' attached hereto. The dectst;n to requtre activation of the property owners association and the dectston to require that the association unconditionally accept title to the *cramnon area' sba]] be at the sole d(scretlon of the County of RIverside. Zn the event that the common area, or any part thereof ts conveyed to the property owners association, the association, that;after shall own such "cmmon area'., shall manage and continuously maintain s~ch 'c~mnon area' and shall not sell or transfer such 'c~anon area', or any part 65 RZVERSIDE COUNTY PLANNING COWSISSION MINUTES JUNE 8, 1988 thereof, absent the prtor vrttten consent of the Planning Director of the County of Riverside or the County's successors-in-interest. The property owners association shell have the right to assess the owners of each tndhtdual lot or untt for the reasonable cost of maintaining such 'common area'. and shmll have the right to 1ten the property of any such owner who defaults In the paJement of a maintenance ass,sent. An assessment 1ten. once established, shall not ha subordinate to any encumbrance other than a ,4e0, trust deed or ,4as( mortgage. made in good fatth and for value and of record prior to the assessment 1ten. This !),claralion ~hall not be temlnated, *substantially' amended or proper:y deannexed therefrm absent the prtor vrttten consent of the Planntng DIrector eft he County of Riverside .or the Countyms successors-in-tnterest.--A proposed amendment shall be considered *substantial' tf it affects the extent. usage or maintenance of the 'common area'. In the event of my conflict beta,an this Declaration and the Articles of Incorporation. the Bylaws, or the Association Rules and Rugulattons, if any. this Declaration shall control." Once approved, the declaration of covenants, conditions and restrictions shall be recorded at the same ttme that the final map ts recorded." Condition No. 19-d on Page 4 for Tract 22430, Amended No. 2, to read as follo~s: Condition 19-d: 'Prior to the recordatton of the final map, the applicant shall determine whether the Temecula Union $chool District requires Lot Nos. 12, 13 and 14 for a school site. in the event that the School District does not accept those lots for a school site, the two acre park site attached to the school shall be developed as a five acre park site." Staff also deleted Condition No. 19-e and 19-f for Tentative Tract 22430 and added a new Condition 19-e handed out this date and referencing the CSA as set forth above. Mr. Klotz advised that the condition referring to the CSA was a standard condition and. therefore. said that "first" be deleted from before the yards "mortgage" and "trust deed" (as noted'above). TEST~tONY OF PROPONEqTS: Dave Dillon, 27447 Enterwise Circle Vest, Tamecain, representing the applicant, said that he believed that this project would set a standard for other large tracts in terms of the overall density, a coanuntty perk, open space, recreation, schools and comaunity design. They concur with the recommendations and conditions of approval as amended. . Dennis O'Neal, 18~81 Van Carmen, trythe, attorney, said that the Developer Agreement has been drafted on the standard county form. They agree with the conditions contained therein. There is a reference to the fact that this project is to be included within the Rancho Vtllages Assessment District. 66 RZYERSZDE COUNTY PL. AXNZNG ~I:gqZSSZON M.TNUTES JUNE 8, 1988 fir. IClotz satd that the existing development approvals on the attached exhtblt refers to Assessment Dtstrlct No. 159, and was not sure that that was an appropriate Inclusion rlthtn that exhtbtt, and Mr. O'Nee1 agreed to delete tt. There was no one else who wtshed to speak on the mtter. The publlc bearing ws closed at 5:13 --FINDINGS AND I))NC~USIONS: The appltunt ts proposing to change the zontng on 483.7~ acres from R-A-5 to R-I, R-5, R-A-2~ end R-A-5 zones; two residential tracts, Vested Tract Nos. 23143 and 22430. have been submitted vtth this zone change request; Vested Tract No. 23143 ts an application to subdivide 351.7 acres tnto 1092 residential lots, an 11 acre park and 8 open space lots; Vested Tract No. 22430 ts ae application to subdivide 132 acres into 26 residential _lots, 13 acre school sttoo 2 acre park stteo and a 200 foot wtde Ragtonal BIological Resource Enhancement Area along the eastern boundary of the vested tract; the subject stte ts vacant; surrounding land uses tnclude turf farm, scattered stngle furl]y residential, and vacant land; the site is currently zoned R-A-S and zoning on surrounding parcels ts predominantly R-R and R-A Iontrig; the project stte ts vfthtn the Rencho Californta/Temecula Subarea of the Southwest Territory Land Use Planntng Area; the site ts also contiguous to the Rancho Ytlla es Poltcy Area and the Rancho California Coanunity Poltcy Area; the Genera~ Plan calls for Category II land uses and the developer ts proposing densities of 3.1DU/Acre and 0.2 DU/Acre for Vested Tract Nos. 23143 -and 22430, whtch are consistent wtth the Category II guidelines; and, EnvtronmenUl Impact Report No. 230, ~hich had been prepared for these projects, Indicates that the projects wtll not have a significant effect on the environment. The proposed projects are consistent with the Comprehensive General Plan; conform to all applicable County Ordinances; can be adequately mitigated; and, are compatible with area development. MOTION: Upon motion by Co,mntsstoner Bresson, seconded by Co,xntssioner Smith, and unanimously carried, the Conmnlsston reconm~ended to the Board acceptance of the appltcant's withdrawal of Specific Plan 226 and Comprehensive General Plan Amendment 123; tentative certification of EZR 230; tentative approval of Change of Zone 4814 from R-A-S to R-l. R-S, R-A-2~ and R-A-S. per Exhibit 2; tentative approval of Vesting Tract Maps No. 22430 and 23143; and tentative adoption of Developers Agreement 26, as amended. Mr. Klotz advised that alT these approvals are' tentative. ROLL CALL VOTE RESULTEDAS FOt~OWS: AYES: Coanisstoner Bresson, Smith, Beadling, Purrlance and Donahoe NOES: NOne , ABSENT: None 67 KENN~"rH ~_ tDWAmm l Ill II&RKrr P, O. DO!r "el&,l:PM~fqli (714) 7874018 RIVERSIDE: COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT RIverside County Pl ann tng Departaent County Administrative teeter RIverside, California Attention: Re~teaal Team IM.-._L, DA V# D .rA/'tZ ~ have revtmeed thts case and have the follw4ng cants: Except for nuisance nature local runoff which my traverse portions of the property the project ts considered free from ordinary stone flood hazard. However, a storm of unusual magnitude could cause some damage. New construc- tion should compl;y wtth all appl(cable ordinances, The topography of the are· consists of well defined ridges and natural. water- courses which traverse the property. There ts adequate ·re· outside of the natural watercourses for building sties. The natural watercourses shouqd be kept free of buildings and obstructions in order to maintain the natural drainage patterns of the are· and to prevent flood dam·go to new buildings. A note should be placed on an environmental constraint sheet stating, "All new buildings shall be floodproofed by elevat(ng the finished floors · m~nimum of 38 inches above adjacent ground surface. Erosion protection shall be provided-- for mobile home supports." Thls pro~ect ts 4n the Area drainage plan fees shall be paid in. accordance with the applicable r~les and regulations. v~ The proposed zoning ts consistent with existing flood hazards. Some flood control facilities or floodproofing may be requtred to fully develop to the lsplied density. The Distrtct's report dated ts still current for this pro~ect. The Distrtct does not object to the proposed minor change. The attached comments apply. Very truly yours, DATE: Fc(, ~-'~ I~7 / d,; fi~ll EJe SI RIVERSIDE COUN'Z~ RRB DEPARTMENT IN COOPERATION WITH THE CAUFORNIA DEPARTMENT OF FORESTRY RA~ HEBRARD 3-16-87 C::Z 48~4 - TR 21697 The ptopooe8 Irroject v~l be Jrtovided f~e protection services by ~he Xivers~de County F~re Deimrtueent in cooperation vith the CaLLforn~a Departmen~ o~ Forestry. The F4re Z)epurtment 4s 4n the process of developing a cam;rehensive maste: plan to establish FAre Department response and planning c~itetia corresponding v~th the general plan ~und use categories* Once t~e taste: plan Is s;proved and with the developer particJ~ution in the Fire Departsent bupac~ m~tigation progran, the D~ par~nt ~1 h ~le ~ ~ld ~d ~uip ~ Z~re sU~s necessa~ to provide ~ a~ep~ l~el o~ fire p~tect~on- All questions regarding th~ meaning of the conditions shall be referred to Fire Department Planning and Engineering staff. MICHAZL Z. GRAY, Planning Of Lcer ATTACHMENT 5 CONDITIONS OF APPROVAL CITY OF TEliECIILA July 20, 1992 David A. James TPC 27447 Enterprise Circle West Tcmccula, CA 92590 Notice of Planning Director Approval for Vesting Tentative Tract Map No. 23143, Revised No. 1, Amended No. 5, Second Extension of Time Dear Mr. James: The City of Tmecula Planning ~, at the mee~ng of July 16, 1992 ~roved your request for a Second Extension of Time for T~ative Tract M~p No. 23143, ~ No. 1, Amended No. 5 on the property generally located at the southeast cornex of Pauba l~xmd and Butterfield Stage Road in Temecula. This approval shall extend the map until August 16, 1992. Anyone dissatisfied with this decision or the Conditions of Approval may appeal it to Planning Commission within ten (10) days from the date of approval. Caution should be exercised in making any expenditures or commitments based upon this approval until the expiration of the appeal period and disposition of any appeals which may be filed. If you have any questions regarding this matter, please contact the Planning Depamnent at (714) 694-6400. Sincerely, Saied Naaseh Associate Planner Debbie Ubnoske Senior Planner klb CC: Public Works Departre,rot ~D~O Building & Safffy Deparunent Community Services Department S~'TAFPRPT'O.3143TTM.F, OT 4:~174 BUSINESS PARK DRIVE * TEMECULA. CAUPOR~IIA g~Sg0 · PItONE (714) 6g~1-1989 * FAX (714) 694-1999 arrYoFTl~!lq.n.A CONDITIONS OF APPROVAL Revised Vesting Tentative Tract Man No. 23143, Revised No. 1, Amended No. 5, Second Bxtension of~tme Project Description: 1,026 Lot Single Family Subdivision with 97 Open Space Lots Assessor's Parcel No.: 926-760-001 through 005, 926-770-001 through 003 The tentative subdivision shall comply with the State of California Subdivision Map Act and to all the requirements of Ordin, nce 460, Sch-dule A, unless modified by the conditions listed below. A time exteasion may be approved in accordance with the State Map Act and City Or6insnce, upon written request, if made 30 days prior to the expiration date. This conditionally approved revised tentative map will expire on August 16, 1992, unless extended as provided by Ordinance 460. 3. Any delinquent property taxes shall be paid prior to reconh~on d the final map. Legal access as requixed by Ordinance 460 shall be provided from the tract map boundary to a City maintained road. All road easements shall be offered for dedication to the public and shall continue in force until the governing body accepts or abandons such often. All dedications shall be free fwm all encumbrances as approved by the City Engineer. Street names shall be subject to approval of the City Engineer. Easements, when required for wadway slopes, drainage facilities, utilities, etc., shall be shown on the final map if they are located within the land division boundary. All often of dexiica~on and conveyances shall be submitted and recorded as direaed by the City Engineer. Subdivision phasing, including any proposed common open space area' impwvcment phasing, if applicable, shall be subject to Planning DeparUnent approval. Any proposed phasing shall pwvide for adequate vehicular access to all lots in each phase, and shall substanthlly conform to the intent and purpose of the subdivision approval. S'~r~143-5.COA 10. 11. 12. An overall conceptual landscape plan shall be submitted to the Pk~nning Department for approval prior to issuance of any grading permits. This plan shall highlight aU the areas which will be landscaped including front yards, slopes within individual lots, common area slopes/open space, private parks, public parks, street parkways, landscape development zones, medians, etc. Construction landscape plans for each phase shall be submitted for approval to the Plennin,9 Departmellt prior to issuance of any building permits for that phase. All common area landscaping for each phase shaU be installed prior to issuance of the final for any house in that phase. All private parks within each individual phase shall be developed prior to issuance of the final for the f'wst house on that phase. (Added at Direnots Hearing on July 16, 1992). A maintenance district or homeowners' association shall be established for maintenance of Open Space Lots 1027-1082, 1087-1090 and -14~5, 1093 and 1097-110S. The developer/applicant shall pay for all costs relating to establishment of the district or the homeowners' association. (Amended at Directors Hearing on July 16, 1992). A Homeowners Association shall be esUlblished for maintenance of Lots 1083-1086. The developer/applicant shall pay for all costs relating to establishment of the Homeowners Association. A copy of the final grading plan shall be submitted to the Planning Department for review and approval. All on-site cut and fill slopes shall: Be limited to a maximum slope ratio of 2 to 1. S~tbacks from top and bottom of slopes shall conform to the Uniform BuDding Code. (Amended at the Directors Hearing on July 16, 1992). B. Be contour-graded to blend with existing natural contours. Be a part of the downhill lot when within or between individual lots or as appmved by the City Engineer. All graded slopes over three (3) feet in height shall be landscaped and irrigated according to the City Development Code. A detniled landscaping and irrigation plan, prepared by a qualified professional, shall be submitted to the City Planning Department for review and appwval prior to issuance of building permits. The applicant shall comply with the Conditions of Approval outlined in the Temecula Community Service District's transminal dated June 23, 1992, a copy of which is attached. (Amended at Directors Hearing on July 16, 1992). S~qTAFFRIs'~2314~-~I.COA 2 13. 14. 15. 16. 17. 18. 19. 20. 21. The appticu shall ce.,,ply vith the ,~.,,..r~&uioas eutlia~ in the County Service Aria 1 ~3 le;Wr dined Matv, h 10, 1902, n copy of which in annehod. ('~-limin,~ted at Directors Heamg on July 16, 1992). The applicant shall comply with the environmenlll health recommendations outlined the County Health Depamnent's U~n~mim,! dated Marall 10, 1992, a copy of which is ~ll~ched. (Amended at Directors Hearing on July 16, 1992). The applicant shall comply with the flood control recommendations outlined in the Riverside County Flood Control District's letter dated Febnmry 22, 1988, a copy of which is ~tt~ched. ff the project lies within an adopted flood control drainage area pursuant W Section 10.25 of City of Temecula Land Division Orclirnnce 460, appropri~e fees for the construction of area drainage fiacilitles shall be collected by the City prior to issuance of Occupancy Permits. The applicant shall comply with the fire improvemere recommendations outlined in the County Fire DeImUnent's letter dated June 1.$, 1992, a copy of which is auached. (Amended at D~-s Hearing on July 16, 1992). The applicant shall comply with the recommendations outlined in the Rancho C~llfornis Water District' s transmittal dated June 15, 1992 a copy of which is attached. (Amended at Directors Hearing on July 16, 1992). All proposed construction shall comply with the California Institute of Technology, Palornar Observatory Outdoor Lighting Polic , as ot~tlined in the Southwest Ar~a plan. The applicant shall comply with the recommendations outlined in the Bastern Municipal Water District transmittal dated January 27, 1988, a copy of which is attached. Lots created by this subdivision shall comply with the following: Lots created by this subdivision shall be in confonnance with the development standards of the R-l, R-4 and R-5 (open space) zones. .B. Graded but undeveloped land shall be maintained in a weed-free condition and shall be either planted with interim landscaping or provided with other ewsion control measures as approved by the Director of Building and Safety. The developer shall be responsible for maintenance and upkeep of all slopes, landscaped areas and irrigation systems until such time as those operations are the responsibilities of other parties as approved by the Planning Director. S~TA~!4~-S.COA 3 22. 23. 24. Prior to recordation of the final map, an Environmental Constnints Sheet (ECS) shall be pn~mtred in conjunction with the final map to delineate identified environmental concerns and shall be permanently filed with the office of the City Engineer. A copy of the ECS shall be ~tted to the Planning Department for review and appwval. The approved ECS shah be forwarded with copies of the recortied final map to the Planning Department and the Department of Building and Safety. The following notes shall. be placed on the Environmental Consu'a~ts Sheet: As "This prol~tty is located within thirty (30) miles of Mount Palomar Observatory. All proposed outdoor lighting systems shall comply with the C. nllfornia Institute of Technology, Palomar Observatory Outdoor Lighting Policy." "BIR No. 230 was prepared for this project and is on file at the City of Temecula Phnning Depamnent." C. "Drainage easements shall be kept free of Ix~ldings and obstructions." Prior to the issuance of C. tIU~ING Iq:iIIMITS BUn-nING ~ the following conditions shall be ~ti.~ted: (Amended at the Director's Hearing on July 16, 1992). As Prior to the issuance of &,a_di.^$ building permits detailed common open space area landscaping and irrigation plans shall be submitted for Phnning Department approval for the phase of development in process. The plans shah be certified by a landscape architect, and shah provide for the following: (Amended at the ~r's Hearing on July 16, 1992). (1) Permanent automatic irrigation systems shall be installed on all landscaped areas requiring irrigation. (2) Landscape screening where required shall be designed to be opaque up to a minimum height of six (6) feet at maturity. (3) All utility service arexs and enclosures shall be screened from view with landscaping and decorative barriers or baffle t~atments, as approved by the Planning Director. Utilities shall be placed underground. (4) Parkways shah be landscaped to provide visual screening or a transition into the primary use area of the site. Landscape elements shall include earth berming, ground cover, shrubs and specimen trees. Front yards shall be landscaped and street trees planted. S~"TAl:lqtlq'~3143-~ .CI3A 4 (5) Wall plans shall be submilled for the projea perimeter. Wooden fencing shall not be allowed on the perimeter of the projea other than the wood fencing for the equestriau trail as specified in Condition No. 5 1. All lots with slopes leading down from the lot shall be provided with flaws in the wa]l for rosinterrace access. I ~ndsc~ing plans shall incorporate the use of specimen accent u'ees at key visual-focal points within the project. Where street trees cannot be pi.nt~d within fight-of-way of interior srree, ts and project parkways due m inqffi~ road right-of-way, they shall be planted outside of the road right-of-way. · v ~ndscaping plans shall hcorpora~ native and drought tolerant plants where All U'ees shall be minimum double gnked. Weaker and/or slow growing ueessha!lbesteelstaked. (2) If the project is to be phased, prior to the npproval of grndlng permits, an overall concepUud grading plan shall be submitted to the Planning Director for approval. 'Fne plan shall be used as a gxddellne for subsequent derailed ffrading plans for individual phases of development and shall include the following: (a) Techniques which will be utili~,ed to prevent erosion and sedimentalion during and after the gra~ding proc~s. Co) Appwximate time frames for grndinE and identification of areas which may be graded during the higher pwbability rain months of January through March. (c) Prelimizary pad and wadway elevations. (d) Areas of teraporary Fading outside of a particular phase. (3) All cut slopes located adjacent to ungraded natural terrain and exceeding ten (10) feet in vertical height slall be contour-graded incorporating the following grading techniques: (a) The angle of the graded slope shall be gradually adjusted to the angle of the natural t~rrain. S~'TA~I4~-I.COA 5 25. 26. Angular forms shall be discouraged. The graded form shall reflect the nannal rounded terrain. (c) The toes and tops of slopes shall be rounded with curves with radii designed in proportion to the total height of the slopes where drainage and stability permit such rounding. Where cut or fill slopes exceed. 300 feet in horizontal length, the horizontal contours of the slope shall be curved in a continuous, undulating fashion. Fifty (50) percent of all trees planted within the project shah be a minimum Of twenty four (24) inch box. The landscape plans proposed for each phase shall incorporate the fifty (~0) percent mi~ of twenty four (24) inch.box trees into the design. (Added at Directors Hearing on July 16, 1992). (s) Prior to the issuance of grading permits, the developer shall provide evidence to the Director of Building and Safety that all adjacent off-site manufactured slopes have recorded slope ensements and that slope maintenance responsibilities have been assigned as aftproved by the Director of Building and Safety. Prior to the issuance of grading permits, a qualified paleontologist shall be retained by the developer for consultation and comment on the proposed grading with respect to potcntinl paleonWlogical impacts. Should the paleontologist find the potential is high for impact to significant resources, a pre-~rade meeting befwecn the paleontologist and the excavation and grading contractor shall be arranged. When necessary, the paleontologist or representative shall have the authority to temporarily divert, redirect or halt grading activity to allow recovery of fossils. Prior to the issuance of BUII-nING p!~lVfrl'S the following conditions shall be satisfied: No bufiding permits shall be issued by the City for any Rsidentinl lot/unit within the project boundary until the developcr's successor's-in-interest pwvidcs evidence of compliance with pubtic facility financing measures. A cash sum of one-hundred dollnrs ($100) per lot/unit shall be deposited with the City as mitigation for public library development. Prior w the submittal of building plans to the Depamncnt of Building and Safety an acoustical study shall be pe~ormed by an acoustical engineer to establish appropriate mitigation measures that shall be applied to individual dwelling units within the subdivision to reduce ambient interior noise levels to 45 CN'~- and exterior levels to 65 CN~.I.. (Amended at ~ors Hearing on July 16, 1992). S~$TAFFRFr~314.3-5.COA 6 27. 28. All building plans for all new strucUhres shall incorporate all required elements from the subdivision's appmved fife protection plan as approved by the County Fire Marshal. l~;or to th~ ismmaec of buildi~/,,,,,its, e~,,iposite hr, dacapiag ~d p~5 ~ ~ ~~ for ~ D~~t ~v~. ~o p~ s~ ad~ ~ ~ ud ~ of ~c '~ ~L~g ~~g ~d L~a~on to ~ h~ kolu~g, ~ wt ~ m, F.~/ay ~g, s~t ~, slo~ p~, ~ ~d~ ~t )~ ia~phg~ ~1~ ~ ~on on July 16, 1~2). All dwellings to be conmUucted within this mubdivi~on shall be designed and constructed with fire maxda~ (Class A) roofs as Ipproved by the Fire Marshal. Roof-mollllted mec-h/mlC~l ~ shall not be permitted within the subdivision, however solar equipment or any other energy saving devices shall be permitted with Planning Depaxtmeut approval. G. All street side yard se~cla shall be a minimqlll Of tea (10) feet. H. All front yards shall be provided with isguJsc~ping and automatic irrigation. Prior to the issuance of OCCUPANCY pTnh%4rrS the following conditions sh~ll be sads~ed: A, All landscaping and irrigation shall be insV,!l,-d in accoxdan~ with approved plans prior to the issuance of occupancy permits. If seasonal conditions do not permit planting, interim landscaping and erosion control measures' shall be utiliTed as approved by the Planning Director and the Director of Building and Safety. B, All landscaping and irrigation shall be installed in accordance with approved plans and shall be verified by City field inspection. Not withstanding the preceding conditions, wbex~ver an acoustical study is required for noise attenuation purposes, the heights of all required wnl!.~ shall be determined by the acoustical study. Prior to the issuance of a grading permit, the applicant shall comply with the pwvisions of Ordinance No. 663 by paying the appropriate foe set forth in that ordinance. Should Ordinance No. 663 be superseded by the pwvisions of a Habitat Conservation Plan prior to the payment of the foe required by OrOi~nce No. 663, the applicant shall pay the foe required by the Habitat Conservation Plan as implemented by County Ordinance or resolution. $~$'TA~i43-5.COA 7 ~ 29. 30. 31. 32. 33. 34. Thc subdividor s,a-.all su~,,,it to the l'qa,miag DLpwtsr an agff~--~e~at with the Community Scrvicc~ Dimia whioh domow'~'at~ to the ~ati~faotion of the City that the land divider ha~ mtis~od Quim~y Aet w. quit~axcats in noeltrance with Seaioc 10.3S of Ordinanec No. q60. The a~./x~n~at mkuffi ho a~provod t:y the City Council p.'-or to thc .-ocm, dation of the f-mr map. (!~liminsted at ~rs Hearing on July 16, 1992). The subdivider shall defend, indemnify, and hold harmless the City of Temecuh, its agents, officer, and employees from any claim, action, or pwceeding against the City of Temccuh or its agents, officer, or employees W attach, set aside, void, or annul an approval of the City of Temecula, its advisory agencies, appeal boards or legish~ve body concerning Tentative Tract Map No. 23143, Amended No. 5 which action is bwught within the time period provided for in California Government Code Section 66499.37. The City of Temecula will promptly notify the subdivider of any such claim, action, or proceeding a~inst the City of Temecula and will cooperate fully in the defense. If the City fails to promptly notify the subdivider of any such Clnim, action, or proceeding or fails W cooperate fully in the defense, the subdivider shall not, therea~cr, be responsible to defend, indemnify, or hold hannless the City of Temecula. The developer shall make a good faith effort to acquire any required off-site property interests, and if he or she should fail to 'do so, the developer shall at least 120 days prior to submittal of the final map for approval, enter into an agxeement to complete the impwvements pursuant to Goverament Code Section 66462 at such time as the City acquires the property interests required for the improvements. Such agreement shall provide for payment by the developer of all costs incurred by the City W acquire the off- site property interests required in connection with the subdivision. Security of a portion of these costs shall be in the form of a cash deposit in the mount given in an appraisal report obtained by the developer, at the developer's cost. The appraiser shall have been approved by the City prior to commencement of the appraisal. All utility systems including gas, electric, telephonc, water, sewer, and cable TV shall be provided for underground, with easements pwvided as required, and designed and constructed in accordance with City Codes and the utility provided. Telephone, cable TV, and/or security systems shall be pre-wired in the residence. Prior to r'ccordation of thc Final Map, thc dcvcloper or his a,s,aignec mu,at confo,-m to thc park district Quimby Otdinaaec, unlcj9 v,~i,,~xl to time of is~uancc of a building or Dcvclopor's AgF. zment. (FJirninated at Dix~ctors Hearing on July 16, 1992). All utilities, except electrical lines rated 33kv or greater, shall be installed underground. S~"TAFFR.PT~3143-5.COA 8 Covenants, Conditions and Restrictions/Reciprocal Access Basements: 35. The Covenants, Conditions and Restrictions (CC&R's) shall be reviewed and approved by the piannlng Depaltm~lt prior to final approval of the tract maps. The CC&R's shall include !hbili~ insurance and methods of nt~inrainlng the open space, recreation arcas, payidnE areas, private roads, all bui]dhigs in common open areas, all interior slopes and drainage radiities that are not molntolned by the Flood Control District or City of Temec, d~, (Amended-at the Director's Hearing onI. July 16, 1992). 36. No lot or dwelling unit in the development shall be soId unless a corporation, association, property owner's group, or s'nnilar entity has been formed with the fight to assess all properties individually owned or jointly owned which have any rights or interest in the use of the common areas and common fs~lifie~ in the development, such assessmcnt power to be sufficient to meet the expenses of such entity, and with authority to control, and the duty to main~in, all of said mutually available features of the development. Such entity shall operate under recorded CC.~R's which shall include compulsory membership of all owners of lots and/or dwelling units and flexibility of assessments to meet changing costs of WaintenanCe, repairs, and sol-vices. Recorded CC&.R's shall permit enforcement by the City of Provisions required by the City as Conditions of and receive approval of, the City prior to maidn~ any such sale. This condition shall not apply to land dedicated to the City for public pux~ses. 37. Every owner of a dwelling unit or lot shall own as an appurtenance to such dwelling unit or lot, either (1) an undivided interest in the common areas and facilities, or (2) a share in the corporation, or voting membership in an association, owning the common areas and facilities. 38. Maintenance for all landscaped and open areas, including parkways, shall be pwvided for in the CC&R's. 39. The applicant uhall uubmit a now tcnmtivo haet afpilea~ea for Voating Tonta~vo Tract Map No. 22430 to ,~ect the new bouada, y e~uted by Voathg Tentative T, act Map No. 23143 Amended No. 5. (l~Jiminated at Directors Hearing on July 16, 1992). 40. Appwval of Ilovisod Vosting Ttasmtivo T, ae{ Mnp No. 23143, Amended No. 5 shall be 3ubjeet to thc te,,,,s of th~ Devolcpmodt A~fe~.-xieat. (l~limlnated at Directors Hearing on July 16, 1992). 41. Prior to twetdation issuance of buildin~ permits, the developer shall submit a plot plan application for approval to the PtBnn|n_~ Director for the R4 portion of the pwject showing the location of each proposed structure on its lot in compliance with the requirements for development in the R-4 zone. (Amended at the Director's Hearing on July 16, 1992). $~$YAFFRFr~I43-~.COA 42. Prior to the issuance of grading permits add/or buildi~& ~e..~it, the developer or his successor's interest shall submit a mitigation monitoring program which shah describe how compliance with required mitigation measures will be met and the appropriate monitoring timing of the miU'gaU'on. The al~lic~t shall reimburse the City for all monitoring activity cost. (Amended at the Director's Hearing on July 16, 1992). 43. All mitigation measures recommended in E!~ No. 230 shah be implemented. L-Kc~;or sle~ nt the lear of ,~ick~.tinl lots 3hnll bc w~nlntninod by a homcoxx~on n~soojntion. (]~iiminnted at ~ Hearing on July 16, 1992). 45. The applicant shall submit a Development Agreement which shah be reviewed and approved by the City prior to recordation of the f'ffst phase. (Amended at the Director' s Hearing on July 16, 1992). CONDITIONS 46 THROUGH 58 WER]~ ADDED AT DIRECTORS HF..AFaNG ON JULY 16, 1992. Prior to the rseordafion of the f'mal map, the devdoper/applicant shah be roquix~ to enter into an Impact and Mitigation Agrsanmat approvsd by the Temecula Valley Unified School Dkst~ct. No recorda~on of a final map shah be completed by the City of Tesaecula until the developer/applicant presents writton verification from the District that such an agreement has been flnmli,~d and approved. 47. Necessary mitigation measures acceptable to the Fish and WHdlife and/or Fish and Game shah be implemented prior to issuance of grading permits to reduce the impact of the project on K-Rats to a level of insignlfieanee. If mitigation measures are unavailable or are economically infeasible, grading permits shah not be issued. A new K-Rat study shah be required if deemed necesspry by the Planning Director. The development of this project shah be consistent with the two Design Guidelines prepared by Ranpac (appficable to the R-4 portion only) and Phinnino~ Desigll Solutions (app~cable to the whole project). 49. An administrative plot plan application shah be f'ded with and approved by the Planning Department for the model home complex(es) in the R-1 zone district. 50. Prior to issuance of building permits, a Consistency Check application or an equivalent shah be f'ded with and approved by the P!annln_p DeparUnent. 51. The fourteen (14) foot equestrian trail on the south side of Pauba Road shah be consistent with the Design Guidelines prepared by Planning and Design Solutions, Exhibit 21 and the eXiStin~p equestrian trail on Pauba Road along Paloma del Sol. S~%'TA~I43-S.COA 10 Lot 1088 and 1093 shah be landscaped with native/drought tolerant trees, shrubs and ground coverPayd.ctee~4. Temporary irri~tion shall be installed to allow for establhhment of the landscaping subject to the review of the Pauba Ranches Home Owners Association and the approval of the piannln_~ Director. AH walls and fences shall be con.~i~tent with the approved Design Guidelines. Additionally, solid decorative block walk shall be utilized for the side yard fencing for corner lots. 54. The landscaping along Pauba Road shall be native landscaping to preserve the natural state of the area. The landscaping shah be subject to the review of the Pauba Ranches Home Ownms Assm._h~ion and approval of the Phnning Director. 55. A biological --~ol~nent of the Gnatcatcher shall be required prior to issuance of gradin~ peranjts, if the species is listed as endanaered by the Fmh and Wildlife and/or Fish and Game. Necemary mitigation measures acceptable to these agencies shah be implemented prior to issuance of grading permits, All monumentation within the project shall be comlqent with both Design Guidelines approved for the project. 57. Lot 1087 shah be landseaptd. 58. Prior to issuance of grading permits, erosion control landscaping shall be provided consistent with Ordinance No. 457.75. Public Works Deportment The following Dcpamncnt of Public Works Conditions of Approval arc to mend, supersede or to bc added to the previously approved development conditions for this project, and shall be completed at no cost to any Government Agency. All questions regarding the true meaning of the conditions shall be referred to the appropriate staff person of the Depamnent of Public Works. It is understood that the Subdivider has correctly shown on the mended tentative map all existing and proposed easements, traveled ways, improvements constraints and drainage courses, and their omission may require the project to be resubmitted for further review and revision. 59. The Developer shall comply with the Slate of California Subdivision Map Act, and all applicable City Ordinances and Resolutions. s~r^mu-r~ a,~S.COA 11 The final map shall be prepared by a lic~.wtJ land surveyor or registered Civil Engineer, subject to all ~ requirements of the State of Callfornia Subdivision Map Act and Ordinance No. 460. PRIOR TO RECORDATION OF THE HNAL MAP: 61. Pursuant to Section 66493 of the Subdivision Map Act, any subdivision which is part of an existing Assessment District must comply with the requirements of said section. (Added at ~rs Heating on July 16, 1992). 62. Pedestrian access walks with adequate e°r'm.mats shall be provided from the ends of cul-de-sacs or knuckles at the following loca~om: San Juan Court to Butterfield Stage Road; Swoboda Court to Park Site wD*; and Cherokee Way, John Way and Rudy Court, all to Crowno HIll Drive. (Added at ~rs Hearing on July 16, 1992). PRIOR TO RF_~ORDATION OF THE FINAL MAP: 63. The developer shall receive written clearsnee from the following agencies: Rancho Cslifomia Water District; Eastern Municil~l Water District; Riverside County Flood Control district; City of Tcmecula Fire Bureau; Planning DeparUnent; Engineering Department; Riverside County Health Department; CATV Franchise; and Temecula Community Services Department All road easements and/or street dedications shall be offered for dedication to the public and shall continue in force until the City accepts or abandons such often. All dedications shall be free from all encumbrance~s as approved by the City Engineer. 65. Northshire Circle, Yew Wood Place, Linda Court, Stage Court, Wakeene Circle, Wyandotte Street, Rudy Court, Jarida Court, Paola Court, Faber Court, Topeka Court, Gatehead Court, Majestic Court, Regents Hill, Vandamere Court, Esser Court, Monroy Circle, Hill Street, Pampa Court, Fiji Way, ,~uva Lane, Stanko Circle, Mende Circle, Oslo Circle, lolcne Circle, Devant Circle, Drcnnon Court, Sparks Court, Dupont Circle, Swoboda Court, Aden Circle, Ticmpo Circle, John Way, Trestle Circle, Drcnnon Circle, Hussar Court, Trini Court, San Juan Court, lolle Court, San Jose Court, piinnce Way, *Y' Street, G Circle; Cinnamon Lane, Atchison Drive, Bigh Court, Paraguay Drive, Brsil Lane, Whistle Court, Cherokee Way, Wristlc Court, Peppermint Lane, Rainmaker Avenue, Tonga Way, Sam Way, Soko Court, Soko Circle, Corddua Circle, F Circle, Munich Circle, Peru Lane, and Berlin Way shall be improved with 40 feet of asphalt sm-^mum2s~,s-s.co^ 12 66. 67. 68. 69. 70. 71. 72. 73. 74. concrete pavement, or bonds for the street improvements may be posted, within the dedicated fight-of-way in accordance with County Standard No. 104, Section A (40'/60'). Swanz Way, Lima Street, Cwwne Hill Drive, Castle Way, Trestle Street, and Royal Crest Place sbnll be improved with 44 feet of asphalt concrete pavement, or bonds for the street impwvements may be posted, within the derlicstecl right-of-way in accordance with County Standard No. 103, Section A (44'166'). Pauba Road shall be improved with 32 feet of half meet improvement plus one 12' lane, or bonds for the street improvements may be posted, within a 44' ciedicated right-of-way in accordance with County Standard No. 102 (64'/88'). Buttez~eld Stage Road shall be impwved with 43 feet of half street improvement plus one 12' lane, or bonds forthe street improvements may be posted, within a 55' dedicated right-of-way in accordance with County Standard No. 100 (86'/110'). In the event that Royal Crest Place, Pauba Road, BuVzerfield Stage Road, and Crowne I-li11 Drive are not conmuctnl by ,~qessment District 159 prior to final map recordation, the developer shall coma or bond for the required improvements. The impwvements shall be constructed prior W occupancy. Vehicular access shall be restricted on Pauba Road, Butterfield Stage Road, and Cwwne Hill Drive and so noted on the final map. The subdivider shall construct or post security and an agreement shall be executed guaranteeing the construction of the following public improvements in conformance with applicable City standards: Street impwvements, including, but not limited W: pavement, curb and gutter, sidewalks, drive approaches, street fights, signing, striping, traffic signal systems, and other traffic control devices as approp-hte. B. Storm drain facilities. C. Sewer and donlestic water systems. The street design and improvement concept of this project shall be coordinated with adjoining developments. Street lights shall be provided along streets adjoining the subject site in accordance with the standards of Ordinance No. 461 and as approved by the City Bngineer. The minimum centerline radii shall be 300 feet or as appwved by the City Engineer. s~r^mm-~.co^ 13 All street centerline intersections shall be at 90 degrees or as approvett by the City Engineer. 76. A minimum centerfine street grade shall be 0.50 percent. The subdivider shall submit four prints of a comprehensive grading plan to the Engineering Department. The plan shall comply with the Uniform Building Code, Chapter 70, and as my be addi~ovs'y provided for in the~ Conditions of Approval. The plan shall be drawn on 24" x 36" mylar by a Registered Civil Engineer. 78. The subdivider shall submit four copies of a soils report to the Engineering Department. The report shall addms the soils stability and geo~ conditions of the site. 79. A drainage study shall be submitted to and approved by the City Fmgineer. All drainage facilities shall be installed as requix~ by the City Engineer. 80. On-site drainage facilities, located outside of road right-of-way, shall be contained within drainage easements shown on the final map. A note 'shall be added to the final map stating 'Drainage easements shall be kept free of buildings and obstructions." 81. A drainage easement or a letter of "permission to accept drainage" shall be obtained from the affected property owners for the release of concentrated or diverted swnn flows onto the adjacent property. A copy of the recorded drainage easement shall be submitted to the City for review prior to the recordation of the final map. 82. The subdivider shall protea downstream properties from damages caused by alteration of the drainage panems; i.e., concentration or diversion of flow. Protection shall be pwvided by constructing adequate drainage facilities, including enlarging existing facilities or by securing a drainage easement. 83. Prior to final map, the subdivider shall notify the City's CATV Franchises of the Intent to Develop. Conduit shall be installed to CATV Standards at time of street impwvements. PRIOR TO ISSUANCE OF GRADING PERM1TS: 84. Prior to issuance of a grading permit, developer must comply with the requirements of the National Po!lutant Discharge Elimination System (NPDES) permit form the State Water Resources Control Board. No gradins shah be permitted Ullti] a NPDES clearance is granted or the project is shown to be exempt. (Added at Dixecwrs Hearing on July 16, 1992). 85. Prior to any work being performed in public fight-of-way, fees shall be paid and an encroachment permit shall be obtained from the City Engineer' s Office. .co^ 14 86. A grading permit shall be obtained from the Engineering Department prior to commencement of any grading outside of the City-maintained road right-of-way. 87. A flood miU'gation charge shall be paid. The charge shall equal the prevniling Area Drainage Plan fee rate multiplied by the area of new development. The charge is payable to the Flood Control District prior to i~sunnce of permits. If the full Area Drainage Plan fee or mitigation charge has already credited to thi.~ property, no ncw charge-needs to be paid: PRIOR TO BUD'-r~ING PERMIT: 88. Developer shall pay any capital fee for road improvements and public facilities imposed upon the property or project, including that for traffic and public facility mitigation as required under the amPNegative Dechration for the project. The fee to be paid shah be in the mount in effect at the time of payment of the fee. If an interixn or fhml public facility mitigation fee or district has not been tanally established by the date on which developer requests its building peaauits for the project or any phase thereof, the developer shall am the Agreement for payment of Public Facility fee, a copy of which has been provided to developer. Concurrently, with executing this Ass et.u~at, developer shall post security to secure payment of the Public Facility fee. The mmmt of the security shall be $2.00 per square foot, not to exceed $10,000. Developer understands that mid Agreement may require the payment of fees in excess of those now estimated (pss,.mlm, benefit to the project in the mount of such fees). By execution of this agreement, developer will waive any right to protest the provisiom of this Condition, of the Agreement, the formation of any traffic impact fee district, or the process, levy, or collection of any traffic mitigation or traffic impact fee for this project; provided that developer is not waiving its right to protest the reasonableness of any traffic impact fee, and the amount thereof. (This condition shall supersede a previous requirement). (Added at Directors Hearing on July 16, 1992). 89. A precise grading plan shall be submitted to the Engineering DeparUnent for review and appwval. The building pad shall be approved by a registered Civil Engineer for location and elevation, and the Soll Engineer shall issue a Final Soils Report addressing compaction and site conditions. PRIOR TO ISSUANCE OF CER'IIFICA'rF~ OF OCCUPANCY: 90. Construct full street improvements including but not limited w, curb and gutter, A.C. pavement, sidewalk, drive approaches, parkway tree~ and street lights on all interior public streets. swr^FF'm,m~,~-~.co^ 15 91. Asphaltic emulsion (fog seal) shall be applied not less than 14 days following placement of the asphalt surfacing and shall be applied at a rate of 0.05 gallon per square yard. Asphalt emulsion shall conform to Section Nos. 37, 39, and 94 of the State Standard Specifications. 92. Dovolcpor shall pay any oapital foo for road hnp.-'ovomosts and public faoilitios hnpo~od upon tho pff, po~' or pfejoet, inetuding that for h-n_ffic end public faeility mitigation as r~uL, v~ u-.~dcr tho l:R/Nt4~tivo Decla, atiea fer ~ pmjea, in tho mount in offoct at the time of ~n),a6st of tl~ foc. If a,l iat~,hn or fi,ml ~,ublic facility mitigation fec or di~t/,ot !~5 not ~ finally o~.abllnhod by tho dnw on whioh Dovolopof roqutysts its buildLg ~o,_its let tho p, bje.~ Of say p.~ase thr.~.ef, the Dovot~or shall oxocutc thc A&iv.~,aeut fc: Paym~at of Publie F~,ility F~,~, a copy of which he~ boon p,-ovidod to Dovotspcr. Dcvetop~-unde,,~lz,uds l~n mid A&iv.~_eat ,.ay iv.~lui, o tho paymoat of focs in oxco~ of tho~o now ot~timatocl (0~uming bonofit to the projoct in tho mount of such focs) and r~cally waivon its ~:,g~t to peatest such ineeeaso. (Deleted at Directors Hearing on July 16, 1992). Transportation En~inesin[ PRIOR TO RECORDATION OF THE FINAL MAP CONDITIONS 92 THROUGH 94 WBRE ADDED AT DIRBCTORS lISARING ON JULY 16, 1992. Plans for a tralTm signal shall be designed by a registered Civil Engineer and approved by the Department of Public Works for the intersection of Crone Hill at Pauba Road and shah be included in the street improvesneat plans with the second plan check submittal, 94. Prior to designing any of the above plans, contaa Transportation Engineering for the design requirements, Bus bays will be provided at aH existing and future bus stops as determined by the Department of Public Works. 96. A signing and striping plan shall be designed by a registered Civil Engineer and appwved by the City Engineer for all internal streets with a curb separation of 44' or more. For internal streets with a curb separation of 40' or less, only a signing plan shall be required. 97. Traffic signal plans shall be designed by a registered Civil engineer and appmved by the City Engineer for in~rsections of Butterfield Stage Road at Royal Crest Phce and Butterfield Stage Road at Crowne Hill Drive. These plans shall be included in the street impwvement plans with the second plan check submittal. S~TAl~l~U~I'~3143'S.COA 16 98. When the Tract Map is phascd, a minimum of 2 points of all weather vehicular ingress and egress, with a 28' minimum width, Shall be requil~ for cach phase unless otherwise approvcd by the City T=,a~ineeT. 99. Sight distance calculations shall be required for each proposed intersection, and shall conform with the CalTrans sight dimance standards. (~In the-event the Rancbe Viiinoes- ,aqessment District No. 159 does not fully improve Butterfield State Road from P,~cho California Road to SR79 South, Royal Crest Place from Butterfield Stage Road to Crowne H~l Drive, Crowne I4ill Drive fwm Pauba Road to Butterfield Stage Road, and Pauba Road from Via Del Monte to Butterfield Stage Road, then the Developer may enter into a reimbursement agreement with the City for the mount over the developer's pro rata percentage of the design and construction costs of: Signing and striping plans prepared by a registered Civil nngineez and approved by the City Engineer for Butterfield State Road from Rancho California Road to SR79 South, Crone Hill Drive from Pauba Road to Butterfield Stage Road, Royal Crest Place from Butterfield Stage Road to Crowne ]:fill Drive, and Pauba Road from Via Del Monte to Btmetfield Stage Road. Traffic signal plans prepaxed by a zegister~ Civil Engineer and approved by the City Engineer for the ultimate signal locations at Butterfield Stage Road and Rancho California Road; Butterfield Stage Road and Pauba Road; Butterfield Stage Road and De Portoh Road; Butterfield Stage Road and SR79 South. Traffic signal interconnect plans pre~ by a registered Civil Engineer and appwvcd by the City Engineer for Butterfield Stage Road from' Pauba Road to Dc Ponoh Road. The raised medians on Butterfield Stage Road from Pauba Road to De Portoh Road and shall include 250' of left turn sWrage capacity with 120' of approach transition for the intersections with Royal Crest Placc, Cwwnc T4111 Drive and De Portoh Road. The striping plan for Pauba Road to include a left turn lane for Cwwne Hill Drive. 101. A school zone signing and striping plan shall be pv4~ared by a registered Civil Engineer and approved by the City Engineer for the school site within this project. This will be separate from the street improvement plans and will cover any and all streets necessary to provide the appropriate signing and striping. 102. Prior to designing any of the above plans, contact Trnn._~portation Engineering for the design requirements. PRIOR TO THE ISSUANCE OF ANY ENCROACIIMENT PERMITS: 103. A construction area traffic control plan shall be designed by a x~gistered Civil Engineer and approved by the City Engineer for any street closure and detour or other disruption to traffic circulation as required by the City Engineer. PRIOR TO THE ISSUANCE OF OCCUPANCY PERMrrS: CONDITIONS 104 AND 105 WERE ADDED AT DIRF, CTORS HEARING ON lilLY 16, 1992. 104. 106. 107. 108. 109. The subdivider shall provide 'stopw controls at the intersection of local streets with arterial streets and collector streets as directed by the Department of Public Works. Landscaping shall be limited in the comer cut-off am of all intersections and adjacent to driveways to provide for minimum sight distance. All signing and striping shall be instnned per the approved signing and striping plan. All traffic signals shall be installed and operational per the special provisions and the approved traffic signal plan when warranted but not later than issuance of occupancy for the final phase. All school zone signing and striping shall be instnlled per the approved school zone signing and striping plan prior to occupancy of the school site. All traffic signal interconnects along Butterfield Stage Road from Pauba Road to De Ponola Road shall be installed per the approved plan. S~^VV~r~,S-S.COA 18 CITY OF TEIECIILA June 23, 1992 City of Temecula Planning Department 43174 Business Park Drive Temecula, CA 92590 Attention: Saied Naaseh0 Case Planner SUBJECT: REVISED VESTING TENTATIVE TRACT MAP NO. 23143 AMENDED NO. 4 The Temecula Community Services Department staff (TCSD) has reviewed the conditions as set forth in the County of Riverside, City of Temecula Conditions of Approval and recommends that the City Council APPROVE Revised Vesting Tentative Tract No. 23143, Amended No. 4, subject to The Developer of his assignee conforming to the TCSD Quimby Ordinance Number 460.93 as follows: Ordinance No. 460.93 (Quimby) requires the dedication of 13.30 acres of developed, active recreation area. The proposed private park land represents 14.0 acres, of which 7.0 acres will be applied as a credit towards the dedication requirement, leaving a 6.3 balance of required park land to be dedicated. With respect to the applicant designating park land in excess of the Quimby requirement, staff has made allowances for the improvement of said park sites to be deferred to the later stages of development for this project. The 6 acre park currently identified as "Park Site A" shall be identified on the final map by lot numl~er, indexed to identify said lot number as the proposed public park, and shall be fully developed to TCSD standards and offered for dedication prior to the issuance of the 250th building permit. The 4.2 acre park currently identified as "Park Site F" shall be identified on'the final map by lot number, indexed to identify said lot number as the proposed public park, and shall be fully developed to TCSD standards and offered for dedication prior to the issuance of the 95Oth building permit. Prior to the recordation of the Final Map, the applicant or his assignee shall execute a letter of agreement with the Temecula Community Services Department (TCSD) to improve the proposed public parks in accordance with TCSD standards at time of execution, for park purposes. ,Wtmmea.~a'~43.NO4 43174 BUSNF,,S5 PARK Dmv!~ · TEMECULA. C.,AUPORN;A 92390 · PHONE (714) 694-19'89 · FAX (114) 64:~4-19'99 The 11 acre park identified as "Park Site D" (lot 1086), the 3.0 acre park identified as "Park E" (lot 1085), the .4 acre park identified as "Park B" (lot 1083), and the .9 acre park identified as "Park C" (lot 1084) are considered to be private parks and shall be maintained by an established Home Owners Association |HOA). All additional open space areas shall be maintained by an established Home Owners Association (HOA). Open space areas identified as Lots 1088 and 1093 may be offered for dedication to the City of Temecula for maintenance purposes only following compliance to existing TCSD standards and completion of an application process. ® Exterior slopes (as defined as: Those slopes contiguous to public streets that have a width of 66' or greater), shall be offered for dedication to the City of Temecula for maintenance purposes following compliance to TCSD standards and completion of the application process. All other slopes shall be maintained by an established Home Owners Association (HOA). Exterior slopes, which border a proposed Community Park, shall be identified by a lot number separate from the park site, This lot shall terminate with the lot line of said park site. Slope areas that are contiguous to this lot shall be identified by a separate lot number. All proposed slopes, open space, park land and recreational trails intended for dedication to the City of Temecula for maintenance purposes shall be identified on the Final Map by numbered lots, with the square footage of said lot numbers indexed as proposed TCSD Maintenance areas. Prior to the execution of the Letter of Agreement, Applicant shall notify TCSD staff of any changes in lot numbers, acreage, number of dwellings proposed, or any other changes that will effect the current conditions in any way. All questions regarding the meaning of the conditions Temecula Community Services Department staff. Sinc ely~,~J~_ ;ngt Services Administrator BY shall be referred to the FIBM: (jOll:Flty Or' I~IVerSldeRECE~vED ~,AP2S t"-B DEPARTMENT OF HEALTH C I TY OF TEMECULA N: Sazed Naaseh ~. / "Envitonmental BATE: Health Specialist IV 03-10-92 VESTING TENTATIVE TRACT MAP 23143.2ND EXTENSION OF TIME Department of EnvXronmental Health has reviewed Vestina Tentative Tract Map 23143, 2nd ExtensXon of Time dated 02-28-92. Our current comments will remain as stated in our letter dated 09-11-90. SM:dr ~{REV. lSm RIverside Cou-~y C~u~ty Ad~inistr~=tve Cen~ar ~l/~rsi~$, California ~pecitiu Plmn$ A;nonded P~o. I · f.~:~:--.:ive Tra-'~- 2314'; is e proposal to =dbJlvtde approximately ~.~ a.:res lnt~ 1~3~q rmol4on~t~l' l&te; ~ o~e~ SpRee XOtS and ~ ~:-t si*]~ of ;)ut~errielJ 9t~le Road ~etween Fauna ~oad end Dm ,I-:~,:' ;efine~ n~t'Jral w~:,.-.rcauraem' cmrr7 mtor~ runoff Off 9t ~:iU ~ro~r:y, ?i~= developer ~rupoal$ to carry onsl;e runoff In rue tr..s;:~ ~tr3~tm a~j 3tOrl dr$tna, ~e on~l~e run, if NoUI~ ~e out- F~'_::..,ln.: at-- the DlStrl~t'3 r~colm-~n.J3~-l'J:z-q; '4urr~et~ Creel~Te;eoul$ V~ll~y Are3 Dral~o~s Plan For w~l~n ~ralna:e fees nave b~en n~op:m~ ~y the Draln:3e raes sh~ll be pat~ ~ set fOrt"a under the ~r~v!- ~io,~ of the ":~ul~e. I~d 5egulut!~ns tot A~aln~stra~tun ArT~.Drain.,;e.Plnna", aa.au~eJ July 3, a. Drainage tee~ shall be pals] ~o t.e Rou~ Co~Imsloner am par: of ~I,~ fllinrl f3r reeom'd of ~ho su)divts~on flncl map or parcel ~;p, or if t;~ rec=r~tn$ of a final parcel lap Is warvet, ~r:aina(e Fees =hall be pA~d a~ a condillon of ~;me -.alv=r prior ~o r=eor.Jtnl a :er:iflu::u~ or eo=pltaneu eviJonc!ng the weiver of b, .%~ the optiun of t~ lanJ ~lvt~r, .jpon riZin~ n re- qulr~d affidavit requestin: derormen~ of of fe~s, :.~m dr:~tnale fees s~atl h pml-~ ~ the )utlilrtl Dtre:tor at-the tt~w }f lssusne$ of i 3rad- inZ per*nit or bui14inl p~ralt for ~=eh appr:v$~ ce!, whl~'~e'/~r m~y be firm: ob~,,l=e~ ~fter recor:!lrm~ of tile subdlvl~t3n final ma~ ur a3 a :~rt of the fL).4-n3 for reoor~ of tha final .,~p or percol =lsl:)~ or .uerore re~lvi~ ~,u reQord · ~d dtvla~O.~; ~r eseh lot ~i~hi.q land .division where oonstruet',on aOtlvtty .u~ den~.-d by one or ~Me fOllOW',~ aetion~ has oin~,~ Hey ~5, 19~1: · (c) A ;radln~ pernl~ or bulldin~ per-~tt .has (b) ~r2ding or sCruotures have been Initiated. On::te ~:~.r~ runoff should be resumed to exlstlnJ rlo,, con.lltions errsite. If store runoff is diverted or ~,~n- cencr-~w~, 'a ~ratnm.~e mammaend. s~tould be obtaln~ the affected ~roper~y owner. I eo~y or t~d reeord~.~ CSunnels e-'qs;ruoted aloni lo: lines and bray ditohes should ~e ccn-,rete lined. · ~rnde.i sloo~.o should be pre~,eetmd fro. oresion n: ns:deJ. Temporary =re,lea control measures should l---n-edi~tely fol~owln~ rough ~radln~ &o prsv:n:..~epo:1~lon of de:rim onto do~nstr2am properties or dret:sd3e feellitter. Developanal or this property should b: coor~Zna:ed ~ith the deveiopm~n: of adJaoen~ properties t,o ensur~ ~hat watercourses remain unobsCrua~ed end alarmwaterS are no: diverte4 froa one watershed to 8nother. Thi$ may rmquir~ the ~onstru=t~oc of temporary drainage facilities or o~slte oo-str~e%/on qnd Oneits drminaOs feellilies loeateG outelms of road rl;ht of way $ko~ul~ be ashrained w/r, qlA drainage ease=ectn final amp scvtin~, wDratnoSe ea:a2ents Shall be kept frme of ~ut141n~s ~nd 9£fslte drainale feellilieS shOUl~ ~e loCated el:Ilia publlely dadleered drainage easements obtaine~ from nff~ote~ prop~r~y ownerOs). The ~oeumenc(s) should raeor~o~ an.1 · ~opy 3ubmltte~ CO t~e Dlstrlet prior rvcor=~tiun of the final map. P1~nn~n; DepsrtL. aen~ ste: Ves~-ln.~ '£~a=t 2J1~ 11. The 10 year st, ora ,".:~w sh.-uld be ,aon',~ined wi~.~tn .~nn · hould b~ 1)raLnele fai=iLLt, Les out. Xer, rw~n~ eu.~p =gndt~lons s.louZd deaL&ned to Qonvey the ~r~bu~ary 1q.) year s~or'a eula;~on& shou~d be su~'L~d ~o $~9 D&=~rlc~ for fevZow and ap;rova~ prior' ~ re;ord=~ion or ~he fln~ and no~e his expirs~/;n du:m o~ plane and Ouestioas aonoerninl ~hta m~C~er mly be referred ~o Ed Lotz or this ~r£i~, ,~ 714/7a?-;333. Very truly your=, F:E:l.qET:~ L. ED~AR~S C91e: E.n;Lq=er cc; Ran=ho ?~clrie 1En;lne.-rln~ ~enlof Civil e_h~,lneer FIRE DEPARTMENT IN COOPERATION WT'I'H THE CALIFORNIA DEPARTMENT OF FORESTRY AND FIRE pROTECTION GLEN ]. NEWMAN FIE CHIEF PLANNING & ENGINEERING 46-2O9 OASIS STREL~. SUITE 4O5 INDIO, CA 92201 (619) 342-8886 3ONE 15, 1992 PLANNING & ENGINEERING 3760 12TH STREET RIVERSIDE, CA 92S01 (714) 275--4777 TO: CIl'Y OF I'EMECOI~ ATTN: PLANNING DEPARTMENT RE: TRACT 23143 AND. 5 With respect to the conditions of approval for the above referenced land division, the Fire Department recommends the following fire protection measures be provided in accordance with Riverside County Ordinances and/or recoSxcLzed fire protection standards: FIRE PROTECTION Schedule "A" fire protection approved standard fire hydrants, (6"x4"x2½") located one at each street intersection and spaced no more than 330 feet apart in any direction, with no portion of any lot frontage more than 165 feet from a hydrant. Minimum fire flow shall be 1000 GFH for 2 hours duration at 20 PSI. Applicant/developer shall furnish one copy of the water system plans co the Fire Department for review. Plans shall be siSned by a registered civil engineer, containing a Fire Department approval signature block, and-shall conform to hydrant t~pe, location, spacing and minimum fire flow. Once plans are signed by the local water company, the originals shall be presented to the Fire Department for signature. The required water system, including fire hydrants, shall be installed and accepted by the appropriate water agency prior to any combustible building material being placed on an individual lpt. MITIGATION Prior to the recordation of the final map, the developer shall deposit with the Riverside County Fire Department, a cash sun of $400.00 per lot/unit as ndtigatton for fire protection impacts. Should the developer choose Co defer the time of pa~nent. he/she may enter into a ~rritten agreement with the County deferring said payment to the time of issuance of the first building permit. RE: TR 231~3 Page 2 All questions regarding the meaning of conditions shall be referred to the planning and EnSineering staff, RAYMOND H. REGIS Chief Fire Department Planner By Laura Cabral. Fire Safety Specialist Pbnllcho Water June 15, 1992 RE-C-E-IYE-D-- JUN 17 1992 Mr. Said Nasseh City of Tcmccula Planning Deparuncnt 43180 Business Park Drive Temecula, CA 92590 Water Availability Tract Map 23143 Dear Mr. Nasseh: Please be advised that the above-referenced property is located within the boundaries of Rancho California Water District (RCWD). Water service, therefore, would 'be available upon completion of financial arrangements between RCWD and the property owner. Water availability would be contingent upon the property owner signing an Agency Agreement which assigns water management rights, if any, to RCWD. If you have any questions, please contact Ms. Senga Doherty. Sincerely, RANCHO CALIFORNIA WATER DISTRICI' Steve Brannon, P. E. Manager of Development Engineering CC: Senga Doheny, Engineering Technician Kan(-hs, 4. ulif.mka ~ u..r !)ifitriet jmkm. Ceadam. Wmd'e C~tfCGa~ ~ ~C.~ .... ,~, d&nuarY ZTo 1988 nt 5'.' ' tde Cou~'LY Plann4ng~l~I~ It4ve,'s Stylet 9th F1 4080 LiiK:m C811fo~'fi'la eJZSO1 SUUd*EL'T: ~r.S~r.~ mues~ 4'o~' toeroe se~r4ce '~e turns Mayor Ron Parks Mayor Pro Tem Karel F. Lindemans CITY OF TEMECULA P.O. Box 3000 Tcmecula, Califomia 92390 (714) 694-1989 FAX (714) 694-1999 Councilmembers Patricia H. Birdsall Peg Moore J. Sal Mu~oz Ernest Egger R A N PA C Engineering Corporation 2711q7 Enterprise Circle West Temecula. California 92390 SUBJECT: Revised Vesting Tentative Tract 231~13 Amended No. ~ and Change of Zone No. 5535 Dear Mr. Egger: At the hearing of January 29, 1991 the Ternecula City Council approved revised Vesting Tentative Tract No. 231113 and Change of Zone No. 5535 subject to the attached Conditions of Approval. The following changes were made to the Conditions of Approval at the Council Hearing: The conditions numbered 1111, in the Staff Report to the Council regarding the open space buffer adjacent to Pauba Road, !15 regarding street lights, and 46 regarding the adjacent airstrip were deleted. Revised Vesting Tentative Tract No. 231113 Amended No. 11 will expire on August 16, 1991 unless extended as provided by Ordinance 1160. An extension application must be submitted thirty (30} days prior to the expiration date. If you have any questions regarding this correspondence, please contact the Planning Department at (7111) 6911-61100. Sincerely. Scott Wright Associate Planner Gary Thornhill Planning Director SW/GT: mb CC: Sharon Slocum Case file Planning\L95\mb CITY OF TEMECULA CONDITIONS OF APPROVAL Vesting Tentative Tract Map No. 2311~3 Amended No. ~ Project Description: 1,026 Lot Sinelie Family Subdivision with 68 Olaen SDace Lots Assessor~s Parcel No.: 926-760-001 thru 005 926-770-001throuclh003 Planninq Department 1. The tentative subdivision shall comply with the State of California Subdivision Map Act and to all the requirements of Ordinance q~0, Schedule A, unless modified by the conditions listed below. A tim extension may be approved in accordance with the State Map Act and City Ordinance, upon written request, if made 30 days prior to the expiration data. 2. This conditionally approved revised tentative.map will expire on August 16, 1991, unless extended as provided by Ordinance ~60. 3. Any delinquent property taxes shall be piid prior to recordslion'of the final map. Legal access as required by Ordinance L~60 shall be provided from the tract map boundary to a City maintained road. 5. All road easements shall be offered for dedication to the public and shall continue in force until the governing body accepts or abandons such offers. All dedications shall be free from all encumbrances as approved by the City Engineer. Street names shall be subject to approval of the City Engineer. 6. Easements, when required for roadway slopes, drainage facilities, utilities, etc., shall be shown on the final map if they are located within the land division boundary. All offers of dedication and conveyances shall be submitted and recorded as directed by the City Engineer. 7. Subdivision phasing, including any proposed common open space ares improvement phasing, if applicable, shall be subject to Planning Department approval. Any proposed phasing shall provide for adequate vehicular access to all lots in each phase, and shall substantially conform to the intent and purpose 6f the subdivision approval. 8. A maintenance district or homeowners~ association shall be .established for maintenance of Open Space Lots 1027-1082, 1087-1090, and 1095. The developer/applicant shall pay for all costs relating to establishment of the district or the homeownersI association. STAFFR PT\VTM231~3 1 --- 10. 11. A Homoowners Association shall be established for maintenance of Lots 1083- 1086. Op~',Space/Common Area and the developer/applicant shall pay for all costs relating to establishment of the Homoowners Association. A copy of tl~e final grading plan shall be submitted to the Planning Department for review and approval. All on-site cut and fill slopes shall: Be limited to a maximum slope ratio of 2 to 1. Setbacks from top and bottom of slopes shall be a minimum of one-half the slope height. b. Be contour-graded to blend with existing natural contours. Ce Be a part of the downhill lot when within or batwen individual lots or as approved by the City Engineer. 12. 13. All slopes over three {3) feet in height shall be landscaped and irrigated according to the City Development Code. A detailed landscaping and irrigation plan, prepared by a qualified professional, shall be submitted to the City Planning Department for review and approval prior to issuance of building permits. The applicant shall comply with the Conditions of Approval outlined in the Temecula Community Service Districtis transmittel dated November 21, 1990, a copy of which is attached. The applicant shall comply with the recommendations outlined in the County Service Area 143 letter dated September 21, 1990, a copy of which is attached. The applicant shall comply with the environmental health recommendations outlined in the County Health Department's transmittel dated September 11, 1990, a copy of which is attached. 15. 16. The applicant shall comply with the flood control recommendations outlined in the Riverside County Flood Control District's letter dated February 22, 1988, a copy of which is attached. If the project lies within an adopted flood control drainage area pursuant to Section 10.25 of City of Temecula Land Division Ordinance q60, appropriate fees for the construction of area drainage facilities shall be collected by the City prior to issuance of Occupancy Permits. The apl~licant shall comply with the fire improvement recommendations outlined in the County Firi Departmentas letter dated August 22, 1990, a copy of which is attached. 17. The applicant shall comply with the recommendations outlined in the Rancho California Water District~s tranemittal dated August 9, 1989, a copy of 'which is attached. 18. All proposed construction shall comply with the California Institute of Technology, Palomar Observatory Outdoor Lighting Policy, as outlined in the Southwest Area Plan. ST A FF R PT% VTM23143 2 19. 20. 21. 22. The applicant shall comply with the recommendations outlined in the Eastern Municipal'Water District transmittel dated January 27, 1988, a copy of which is attached. Lots create~t'by this subdivision shell comply with the following: a. Lots created by this subdivision shall be in conformance with the development standards of the R-1 and R-~ zones. Graded but undeveloped land shall be maintained in a weed-free condition and shall be either planted with interim landscaping or provided with other erosion control measures as approved by the Director of Building and Safety. The developer shall be responsible for maintenance and upkeep of all slopes, landscaped areas and irrigation systems until such time as those operations are the responsibilities of other parties as approved by the Planning Director. Prior to recordation of the final map, ~n Environmental Constraints Sheet {ECS) shall be prepared in conjunction with the final map to delineate identified environmental concerns and shall be permanently filed with the office of the City Engineer. A copy of the ECS shall be transmitted to the Planning Department for review and approvel.- The epproved ECS shall be forwarded with copies of the recorded finel nip to the Planning Department and the Department of Building and Safety. a. The following'note shall be placed on the Environmental Constraints Sheet: "This property is located within thirty (30) miles of Mount Palomar Observatory. All proposed outdoor lighting systems shall comply with the California Institute of Technology. Palomar Observatory Outdoor Lighting Policy. EIR No. 230 was prepared .for this project and is on file at the City of Temecula Planning Department. Prior to the issuance of GRADING PERMITS the following conditions shall be satisfied: Prior to the issuance of grading permits detailed common open space area landscaping and irrigation plans shall be submitted for Planning Department approval for the phase of development in process. The plans shall be certified by a landscape architect, and shall provide for the following: Permanent automatic irrigation systems shall be installed on all landscaped areas requiring irrigation. Landscape screening where required shall be designed to be opaque up to a minimum height of six I6) feet at maturity. STAFF R PT\VTM231 ~3 3 All utility service areas and enclosures shall be screened from "', view with landscaping and decorative barriers or baffle treatments, as approved by the Planning Director. Utilities shall ,be placed underground. 'Parkways shall be landscaped to provide visual screening or a transition into the primary use area d the site. Landscape elements shall include earth betruing, ground cover. shrubs and specimen trees. Front yards shall be landscaped and street trees planted. Wall plans shall be submitted for the project perimeter. Wooden fencing shall not be allowed on the perimeter d the project. All lots with slopes leading down from the lot shall be 'provided with gates in the wall for maintenance access. Landscaping plans shall incorperete the use d specimen accent trees at key visual focal points within the project. Where street trees cannot be planted within right-d-way d interior streets and project parkways due to insufficient road right-d-way, they shall be planted outside d the road right-d- way. Landscaping plans shall incorporate native and drought tolerant plants where appropriate. All trees shall be minimum double staked. Weaker and/or slow growing trees shall be steel staked. If the project is to be phased. prior to the approval of grading permits, an overall conceptual grading plan shall be submitted to the Planning Director for approval. The plan shall be used as a guideline for subsequent detailed grading plans for individual phases d development and shall include the following: Techniques which will be utilized to prevent erosion and sedimentation during and after the grading process. Approximate time frames for grading and identification d areas which may be graded during the higher probability rain months d January through March. 3. Preliminary pad and roadway elevations. Areas d temporary grading outside d a particular phase. All cut slopes located adjacent to ungreded natural terrain and exceeding ten 110) feet in vertical height shall be contour- graded incorporating the following grading techniques: STAFF R PT\VTM23143 4 25. 26. The angle of the graded slope shall be gradually adjusted to the angle of the natural terrain. Angular forms shall be discouraged. The graded form shall reflect the natural rounded terrain. The toes and tops of slopes shall be rounded with curves with radii deigned in proportion to the total height of the slopes where drainage and stability permit such rounding. Where cut or fill slopes exceed 300 feet in horizontal length, the horizontal contours of the slope shall be curved in a continuous, undulating fashion. I. Prior to the issuance of grading permits, the developer shall provide evidence to the Director of Building and Safety that all adjacent off-site manufactured slopes have recorded slope easements and that slope maintenance responsibilities have been assigned as approved by the Director of Building and Safety. Prior to the issuance of grading permits, a qualified paleontologist shall be retained by the developer for consultation and cornmet on the proposed grading with respect to potential paleorrtologicel impacts. Should the paleontolagiet find the potential is high for impact to significant resources, a pre-grade meeting between the paleontologist and the excavation and grading contractor shall be arranged. When necessary, the paleontologist or- representative shall have the authority to temporarily divert, redirect or halt grading activity to allow recovery of fossils· Prior to the issuance of BUILDING PERMITS the following conditions shall be satisfied: No build/n9 permits shall be issued by the City for any residential lot/unit within the project boundary until the developer~s successar~s- in-interest provides evidence of compliance with public facility financing measures. A cash sum of one-hundred dollars |$100) per lot/unit shall be deposited with the City as mitigation for public library development. Prior to the submittal of building plans to the Department of Building and Safety an acousticel study shall be performed by an acoustical engineer to 'establish appropriate mitigation maesures that shall be applied to individual dwelling units within the subdivision to reduce ambient interior noise levels to ~5 CNEL. All building plans for all new structures shall incorporate, all required elements from the subdivision~s approved fire protection plan as approved by the County Fire Marshal. STAFFRPT\VTM231~3 5 ~ 27. 28. 29. ge Prior to the issuance of building permits, composite landscaping and irrT~g'.ation plans shall be submitted for Planning Department approval. The plans shall address all areas and aspects the tract requiring landscaping and irrigation to be installed including, but not limited to, parkway planting, street trees, slope planting, and individual front yard landscaping. All dwellings to be constructed within this subdivision shall be designed and constructed with fire retardant ( Class A ) roofs as approved by the Fire Marshal, Roof-mounted mechanical equipment shall not be permitted within the subdivision, however solar equipment or any other energy saving devices shall be permitted with Planning Department approval. All'street side yard setbacks shall be a minimum of ten (10) feet. All front yards shall be provided with landscaping and automatic irrigation, Prior to the issuance of OCCUPANCY PERMITS the following conditions shall be satisfied: All landscaping and irrigation shall be installed in accordance with approved plans prior to the issuance of occupancy permits, If seasonal conditions do not permit planting, interim landscaping and erosion control measures shall be utilized as approved by the Planning Director and the Director of Building and Safety. be All landscaping and irrigation shall be installed in accordance with approved plans and shall be verified by City field inspection. Ce Not withstanding the preceding conditions, wherever an acoustical study is required for noise attenuation purposes, the heights of all required walls shall be determined by the acoustical study where appiicebie. Prior to the issuance of a grading perre;t, the applicant shall comply with the provisi.ons of Ordinance No. 663 by paying the appropriate fee set forth in that ordinance, Should Ordinance No. 663 be superseded by the provisions of a Habitat Conservation Plan prior to the payment of the fee required by Ordinance No, 663, the applicant shall pay the fee required by the Habitat Conservation Plan as implemented by County ordinance or resolution, The subdivider shall submit to the Planning Director an agreement with the Community Services District which demonstrates to the satisfaction of the City that the land divider has satisfied Quimby Act requirements in accordance with Section 10.35 of Ordinance No. ~60. The agreement shall be approved by the City Council prior to the recordation of the final map. STAFFRPT\VTM231 ~3 6 3O. 31. The subdivider shall defend, indemnify, and hold harmless the City of Temecula,"~ts agents, officer, and employees from any claim, action, or proceeding against the City of Temecula or its agents, officer, or employees to attach, set aside, void, or annul an approval of the City of Temecula, its advisory acjencies, appeal boards or legislative body concerning Tentative Parcel Map No. 2q63:3, which action is brought within the time period provided for in California Government Code Section 66~99.37. The City of Temecula will promptly notify the subdlvider of any such claim, action, or proceeding against the City of Temecula and will cooperate fully in the defense. If the City fails to promptly notify the subdivider of any such claim, action, or proceeding or fails to cooperatefully in the defense, the subdivider shall not, thereafter, be responsible to defend, indemnify, or hold harmless the City of Temecula. The developer shall make a good faith effort to acquire any required off-site property interests, and if he or she should fail to do so, the developer shall at least 120 days prior to submittal of the final map for approval, enter into an agreement to complete the improvenerrts pursuant to Government Code Section 66~62 at such time as the City acquires the property interests required for the improvements. Such agreement shall provide for payment by the developor of all costs incurred by the City to acquire the off-site property interests required in connection with the subdivision. Security of a portion of these costs shall be in the form of a cash deposit in the amount given in an appraisal report obtained by the developer, at the developar's cost. The appraiser shall have been approvod by the City prior to commencement of the appraisal. 32. All utility systems including gas, electric, telephone, water, sewer, and cable TV shall be provided for underground, with easements provided as required, and designed and constructed in accordance with City Codes and the utility provided. Telephone, cable TV, and/or security systems shall be pro-wired in the residence. 3:3. Prior to recordation of the Final Map, the developer or his assignee must conform to the park district Quimby Ordinance, unless waived to time of issuance of a building permit or Developer's Agreement. All utilities, except electrical lines rated 33kv or greetor, shall be installed underground. Covenants, Conditions' and RestriCtions/Reciprocal Access Easements: 35. The Covenants, Conditions and Restrictions (CCI;R~s) shall be reviewed and approved by the Planning Department prior to final approval of the tract maps. The CCF, Rss shall include liability insurance and methods of maintaining the open space, recreation areas, parking areas, private roads, all buildings in common open areas. and all interior slopes. STAFF R PT\VTM231 ~3 7 --. 36. No lot or dwelling unit in the development shall be sold unless a corporation, associati61~;, property owneris group, or similar entity has ben formed with the right to assess all properties individually owned or jointly owned which have any rights or interest in the use of the common areas and common facilities in ~he development, such assessment power to be sufficient to meet the expenses of such entity, and with authority to control, and the duty to maintain, all of said mutually available features of the development. Such entity shall operate under recorded CCSRIs which shall include compulsory membership .of all owners of lots and/or dwelling units and flexibility of assessments to meet changing costs of maintenance, repairs, and services. Recorded CCF, RIs shall permit enforcement by the City of Provisions required by the City as Conditions of Approval, The developer shall submit evidence of compliance with this requirement to, and reclive approval of, the City prior to making any such sale. This condition shall not apply to land dedicated to the City for public purposes. 37. Every owner of a dwelling unit or lot shall own as an appurtenance to such dwelling unit or lot, either ( 1 ) an undivided interest in the common areas and facilities, or (2) as share in the corporation, or voting membership in an association, owning the common areas and facilities, 38. Maintenance for all landscaped and open arm, including parkways, shall be provided for in the CCF, R's, 39. The applicant shall submit a new tentative tract application for Vesting Tentative Tract Map No. 22430 to reflect the new boundary created by Vesting · Tentative Tract Map No. 23143 Amended No. 4. Approval of Revised Vesting Tentative Tract Map No. 23143 Amended No. ~4 and Change of Zone No. 5535 shall be subject to the terms of the Development Agreement. Prior to recordat/on, the developer shall submit a plot plan application for the R-~ portion of the project showing the location of each proposed structure on its lot in compliance with the requirements for development in the R-4 zone. Prior to the issuance of grading permits and/or building permit, the developer or his successoris interest shall submit a mitigation monitoring program which shall describe how compliance with required mitigation measures will be met and th~ appropri.ate monitoring timing of the mitigation. The applicant shall reimburse the City for all monitoring activity coat. ~3. All mitigation measures recommended in EIR No. 230 shall be implemented. Interior slopes at the rear of residential lots shall be maintained by a homeowners association. The applicant shall submit a Development Agreement which shall be reviewed and approved by the City prior to recordat/on. STAFFRPT\VTM231 ~3 8 Enqineerincl Denxrtment % The following are the Engineering Department Conditions of Approval for this project, end shall J~e completed at no cost to any Government Agency, All questions regarding the true meaning of the conditions shall be referred to the Engineering Depar~Jnent. It is understood that the Developer correctly shows all existing easements, traveled ways, and drainage courses, and their omission. may require the project to be resubmitted for further consideration. 46. The Developer shall comply with the State of California Subdivision Map Act, and all applicable City Ordinances end Resolutions. 47. The final .map shall be prepared by a licensed land surveyor or registered Civil Engineer, subject to all the requirements of the State of California Subdivision Map Act and Ordinance No. tl6O. PRIOR TO RECORDATION OF THE FINAL MAP: 50. The developer shell receive written clearance from the following agencies: - Rancho California Water District; - Eastern Municipal Water District; - Riverside County Flood Control district; - City of Temecula Fire Bureau: - Planning Department; - Engineering Department: - Riverside County Health Department; - CATV Franchise; and - Park and Recreation Department. All road easements and/or street dedications shell be offered for dedication to the public and shall continue in force until the City accepts or abandons such offers. All dedications shall be free from all encumbrances as approved by the City Engineer. Northshire Circle, Yew Wood Place, Linda Court, Stage Court, Wakeene Circle,-Wyandotte Street, Rudy Court, Janda Court. Paola Court, Faber Court, Topeka Court, Gatehead Court, Majestic Court, Regents Hill. Vandamere Court, Esser Codrt, Monroy Circle. Hill Street. Pampa Court. Fiji Way, Suva Lane, Stanko Circle, Mewde Circle, Osio Circle, Jolene Circle, Devant Circle, Drennon Court. Sparks Court, Dupont Circle, Swoboda Court, Aden Circle, Tiempo Circle, John Way, Trestle Circle, Drennon Circle, Hussar Court, Trini Court, San Juan Court, Jolle Court, San Jose Court, Pliance Way, "Y" Street, G G G Circle; Cinnamon Lane, Atchison Drive, Bigh Court, Paraguay Drive, Brsil Lane, Whistle Court, Cherokee Way, Wristle Court, Peppamint Lane, Rainmaker Avenue, Tonga Way, Sam Way, Soko Court, Soko Circle, Corddue Circle, F F Circle, Munich Circle, Peru Lane, and Berlin Way shall be improved with q4) feet of asphalt concrete pavement, STAFF R PT\VTM23143 9 51. 52. 53. 55. 56. or bonds_f.o? the street improvements may be posted, within the dedicated right-of-way in accordance with County Standard No. 10~, Section A 6 :- Swartz WaysLima Street, Crowne Hill Drive, Castle Way, Trestle Street, and Royal Crest Place shall be improved with qz~ feet of asphalt concrete pavement, or bonds for the street improvements may be posted, within the dedicated right-of-way in accordance with County Standard No. 103, Section A 1~&'/66'). Pauba Road shall be improved with 32 feet of half street improvement plus one 121 lane, or bonds for the street improvements my be posted. within a dedicated right-of-way in accordance with County Standard No. 102 ( 6~'1881 ). Butterfield Stage Road shall be improved with ~3 feet of half street improvement plus one 12e lane, or bonds for the street improvements may be posted, within a 55' dedicated right-of-way in accordance with County Standard No. 100 (86'/110~). In the event that Royal Crest Place, Pauba Road, Butterfield Stage Road. and Crowne Hill Drive are not constructed by Assessment District 159 prior to final map recordation, the developer shall construct or bond for the required improvements. The improvements shall be constructed prior to occupancy. Vehicular access shall be restricted on Pauba Road, Butterfield Stage Road, and Crowne Hill Drive and so noted on the final map. The subdivider shall construct or post security and an agreement shall be executed guaranteeing the construction of the following public improvements in conformance with applicable City standards. Street improvements, including, but not limited to: pavement. curb and gutter, sidewalks. drive approaches, street lights, signing, striping, traffic signal systems, and other traffic control devices as appropriate. b. Storm drain facilities. c. Sewer and domestic water systems. 57. 58. 59. The street design and improvement concept of this project shall be coordinated with adjoining developments. Street lights shall be provided along streets adjoining the subject site in accordance with the standards of Ordinance No. ~61 and as approved by the City Engineer. The minimum centerline radii shall be 300 feet or as approved by the City Engineer. STAFFRPT\VTM231~3 10 60. 61. 62. 63. 65. 66. 67. 68. All street,r, enterline intersections shall be at 90 degrees or as approved by the City Engineer. A minimum ~enterline street grade shall be 0. S0 percent. The subdivider shall submit four prints of a comprehensive grading plan 'to the Engineering Department. The plan shall comply with the Uniform Building Code, Chapter 70, and as my be additionally provided for in these Conditions of Approval. The plan shall be drawn on 21;" x 31i' mylar by a Registered Civil Engineer. The subdivider shall submit four copies of a soils report to the Engineering Department. The report shall address the soils stability and geological conditions of the site. A drainage study shall be submitted to and approved by the City Engineer. All drainage facilities shall be installed as required by the City Engineer. On-site drainage facilities, located outside of road right-of-way, shall be contained within drainage easements shown on the final map. A note shall be added to the final map stating "Drainage easements shall be kept free of buildings and obstructions." A drainage easement or a letter of "permission to accept drainage" shall be obtained from the affected property owners for the release of concentrated or diverted storm flows onto the adjacent property. A copy of the recorded. drainage easement shall be submitted to the City for review prior to the recordation of the final map. The subdivider shall protect downstream properties from damages caused by alteration of the drainage patterns; i.e., concentration or diversion of flow. Protection shall be provided by con~ructing adequate drainage facilities, including enlarging existing facilities or by securing a drainage easement. Prior to final map, the subdivider shall notify the Cityis CATV Franchises of the Intent to Develop. Conduit shall be instellad to CATV Standards at time of street improvements. PRIOR TO ISSUANCE OF GRADING PERMITS: 69. Prior to any work being performed in public right-of-way, fees shall be paid and an encroachment permit shall be ol~teined from the City Engineer's Office. 70. A grading permit shall be obtained from the Engineering Depa~ment prior to commencement of any grading outside of the City-maintsinad road right-d- way. 71. A flood mitigation charge shall be paid. The charge shall equal the prevailing STAFFRPT\VTM231q.3 11 ~ Area Drainage Plan fee rate multiplied by the area of new development. The charge is'iB~.yable to the Flood Control District prior'to issuance of permits. if the full Are Drainage Plan fee or mitigation charge has already cradited to this proper~,.y, no new charge needs to be paid. PRIOR TO BUILDING PERMIT: 72. A precise grading plan shall be submitted to the Engineering Department for review and approval. The building pad shall be approved by a registered Civil Engineer for location and elevation, and the Soil Engineer shall issue a Final Soils Report addressing compaction and site conditions. PRIOR TO ISSUANCE OF CERTIFICATES OF OCCUPANCY: 73. Construct full street improvements including but not limited to. curb and gutter, A.C. pavement, sidewalk, drive approachas, parkway trees and street lights on all interior public streets. 7~. Asphaltic emulsion (fog seal) shall be applied not less than 1~ days following placement of the asphalt surfacing and shall be applied at a rate of 0.05 gallon per square yard. Asphalt emulsion shall conform to Section Nos. 37.39, and 9~ of the State Standard Specifications. 75. Developer shall pay any capital fee for road improvements and public facilities imposed upon the property or project, including that for traffic and public facility mitigation as required under the EIR/Nogative Declaration for the project, in the amount in effect at the tim of payment of the fee. If an interim or final public facility mitigation fee or district has not ben finally established by the date on which Developer requests its building permits for the project or any phase thereof, the Developor shall execute the Agreement for Payment of Public Facility Fee, a copy of which 'has been provided to Developer. Developer understands that said Agreement may require the payment of fees in excess of those now estimated (asSuming benefit to the project in the amount of such fees) and specifically waives its right to protest such increase. T ransl~ortation Enclineerincl PRIOR TO RECORDATION: 76. 77. A signing and striping plan shall be designed by a registerad Civil Engineer and approvad by the City Engineer for all internal streets with a curb separation of ~' or mere. For internal streets with a curb separation of qO~ or less, only a signing plan shall be required. Traffic signal plans shall be designed by a registered Civil engineer and STAFFRPT\VTM231~3 12 78. 79. --~ 80. 81. approved by the City Engineer for intersections of Butterfield Stage Road at Royal Cr~'~f. Place and Butterfield Stage Road at Crowne Hill Drive. · These plans shall be included in the street improvement plans with the second plan check subm.'.~lal. When the T;act Map is phased, a minimum of 2 points of all weather vehicular ingress and egress, with a 28' minimum width, shall be required for each phase unless otherwise approved by the City Engineer. Sight distance calculations shall be required for each proposed intersection, and shall conform with the CalTrans sight distance standards. In the event the Rancho Villagee Assessment District No. 159 does not fully improve Butterfield State Road from Rancho California Road to SR79 South, Royal Crest Place from Butterfield Stage Road to Crowne Hill Drive, Crowne Hill Drive from Pauba Road to Butterfield Stage Road, and Pauba Road from Via Del Monte to Butterfield Stage Road, then the Developer may enter into a reimbursement agreement with the City for the amount over the developor~s pro rata percentage of the design and construction costs of: a) Signing and striping plans prepared by a registered Civil Engineer and approved by the City Engine for Butterfield State Road from Rancho California Road to SR79 South, Crowne Hill Drive from Pauba Road to Butterfield Stage Road, Royal Crest Place from Butterfleld Stage Road to Crowne Hill Drive, and Paube Road from Via Del Monte to Butterfield Stage Road. b) Traffic signal plans prepared by a registered Civil Engineer and approved by the City Engineer for the ultimate signal locations at Butterfield Stage Road and Rancho California Road; Butterfield Stage Road and Pauba Road; Butterfield Stage Road and De Portola Road; Butterfield Stage Road and SR79 South. c) Traffic signal interconnect plans prepared by a registered Civil Engineer and approved by the City Engine for Butterfield Stage Road from Pauba Road to De Portola Road. d ) The raised medians on Butterfield Stage Road from Pauba Road to De Portola Road and shall include 250~ of left turn storage capacity with 1'20' of approach transition for the intersections with Royal Crest Place. Crowne Hill Drive and De Portola Road. e) The striping plan for Pauba Road to include a left turn lane for Crowne Hill Drive. A school zone signing and striping plan shall be prepared by a registered Civil Engineer and approved by the City Engineer for the school site within this project. This will be separate from the street improvement plans and will cover any and all streets necessary to provide the appropriate signing and striping. STAFFRPT\VTM231 ~3 13 82. Prior to designing any of the above plans, contact Transportation Engineering for the dLs~lgn requirements. PRIOR TO THE ISSUANCE OF ANY ENCROACHMENT PERMITS: 83. A construction area traffic control plan shall be designed by a registered Civil Engineer and approved by the City Engineer for any street closure and detour or other disruption to traffic circulation as required by the City Engineer. PRIOR TO THE ISSUANCE OF OCCUPANCY PERMITS: 8S. All signing and striping shall be installed per the approved signing and striping plan. All traffic signals shall be installed and operational per the special provisions and the approved traffic signal plan when warranted but not later than issuance of occupancy for the final phase. 86. All school zone signing and atripin.g shall be installed per the approved school zone signing and striping plan pmor to occupancy of the school site. 87. All traffic signal interconnects along Butterfield Stage Road from Pauba Road to De Portola Road shall be installed per the approved plan. STAFF R PT\ VTM2 3 1 ~3 PLANNING & ENGINEERING Augnit 22, 1990 4~zoe OASIS STaBft. strrE 405 IND!(X CA 92201 (619) 3424886 PLANNING& ENGINEERING 3760 12TH STREET RIVEBSIDE, CA 92501 (714) 275-4777 TO: CZTY OF TEHECULA AI'~: PI, AI~IXG DEPAR~ R2.: TRAC~ 23143 With respect co the conditions of approva~ for the above referenced land division, the Fire Department recommends the following fire proceccton meal~res be provided in accordance with Riverside County Ordinances and/or recognized .fire protection standards: FIRE PROTECTION Schedule "A" fire protection approved standard fire hydrants, (6"x4"x2t") located one ar each street intersection and spaced no more than 330 feet apart in any direction, vich no portion Of any loc frontage more than 165 feet from a hydrant. Minimum fire flow shall be 1000 GPM for 2 hours duration ar 20 PSI. Applicanr/developer shall furnish one copy of the water system plans co the Fire Department for review. Plans shall be signed by a registered civil enBineer, containing · Fire DeparCmenC approvar si~nature block, and shall conform to hydrant type, location, spacing and minimum fire flow. Once plans are siSned by the local water company, the originals shall be presented ~o the Fire Department for siZnature- '- The required wacer system, iU~l~dfng fire hydrancs~ shal~be installed and accepted by =he appropriate water agency prior co any combustible building material being placed on an individual lot:. MITIGATION Prior to the recordsCion of the final map, che devalope~ shall deposit rich' the Riverside County-Fire Deparmenc, a cash sum of $400.00. per lot/unit as micigacion for fire protection impache. Should the developer choose to defer the time of " payment, he/she may enter into a~rtCcen agreement with the County deferring said paymenc to the rime of issuance of the firs= buildin2 perat=. ltE: TIt 23143 Page 2 All questions rsgMjttn2 the mashing of conditions shall be referred co che Planning and EngineerinS scarf- RAYleND H. REGIS Chief Fire Deparcmen= Planner Laura Cabral, Fire Safety Specialist rmac ,o TEMECULA COMMUNI11, ~,RVICE8 DISTRICT CONDITIONS OF APPRO V, AJ, :. Vexffng TeaM~ve Tract No. 23143, Revi~ed Based on 1,054 units, the Quimby requirement of 5 acres/1000 population 13.7 developed, active recreation acres, Credit given for all private recreation areas shall not exceed 5.2 acres. Therefore, The total Quimby requirement shNi be 8.5 acres. · The 11 acre private park developed in Phase I shall have recreation areas open and accessible to the public. The. 6 acre public, active recreation park shall be tied into the assessment in'Drovenwnts and must be constructed during Phase !1 of the development. Certificates ot occupancy for Phase II may not be given until this park is completed and dedicated to the TCSD. The 4 acre Dark shall be dad into Phase !11 and developed with the con- stnjczzon of the school site. The flood channel adjacent to the park site shell be mitigkted and fenced for user protection. The to~.al development agreement fees required for 1,054 units is $4,711,380. Development agreement fees shall be paid before issuance of building oermi~s. Credit shall be given to the developer for amenides installed in the parks not covered by the Quirnby requirement. The amount of credit shall be determined by the TCSD. RiverSide County Service Area 443 JEANINE R. OVERSON. DIRECTOR 29377 Ranc~o California Rocxl. Sufte 105 - Ternecula. CA 92390 (7M] 69<}-0235 Fax: [7t4] DATE: September 21. I990 FEO~: SUBJECT: Scott Weight - Planning Department Cit~,Xof Temecula Jea~ine R. 0vetson - CSA 143 Director ~'-'--~ ~,,'~-- -- ~'~'~ tract 23143 Co,nmenus: Please contact CSA 143 office if annexed or intend to annex for TCSD services. Upon c,:,i. pletion of the 'follo%'in2 items the TCSD will con~ea,,entiv take over maintenance from tile developer of lettered or numbered lots only (not' an -.a~e,neat) 'lot the above tract: L. CSA 143 Landscapin8 Standards Requirements. 2. Process for Dedication. 3. Review and approval of all legal documents by Riverside County Counsel. Building Services. (or appropriate City personnel) and Iemecula Community Service District Board. jk:non,-l®cl qo. 1 T*~:~-.~=4-ve Trao~- 231~'~ !3 · propo&~Z ~o n.,bJtvtde approxZ~a~e3. y '4urr~e~a CreelJTe=eeuls t/~lldy Ar~a Draluo3e Pla. f~r wt~L~n ~ru~na~e fees 1~ave been n~op~a~ oy ~raln::e fe~S shall be paid as s~t for~"a under the provi- ~Lons of t.h~ ":-:ulna. au~ ~egulut!ons for A.~ln~stra~i:~n XrTa. Drai~,~e. Piana", a~.au~e~ July 3, a. Druin~3e-fee~ s~l! be' pai:] %~ t,e Rou~ Co~al~slon~r as par~ of th= fllin~ for r~c~l'd of tha su~d~vis~ final map or parcel ~, or if tn~ rec~r~ln~ of a ft~el parcel ~a~ is waive~, ~r:mina~e Fees s~:ll be p~l~ au a con~tl.on of :~me .da~v=r ~rior to a :erZiflu;:te of ~o~ltane~ evlJenc!n~ th~ waiver of b. ~.t the opt inn 9[ th~ lan~ ~ivi~ar, upon filin~ a re- of fe.~s, ;ao dr;~l~a~e f~ea s~aL1 be pai.~ :~ t~e ~ull~ln~ Otre::or a=. ~he ~t~g )f lmsuanua of a 3rad- in Z ~er'~i= or buil~l~= O~rul= for eaoh recor:~l:~ of th~ su~./Ivi~t~n final ~aD hOU~V ~r, :~n.~l ~:sp or parcel mlpf or .Uerore re~lvln& a Zan,t ,division where eons~ruc~;on aO~lvt~y ~ ~,z~- deno~ by one of ~e foXZo~Ing ae~lon~ has occ,jrr~ alnc~ r4sy 26, 19~1: (c) A Graaln; pertalC or bulZdinS per,~l~ has o~c~lne~. (b) ~r=~lng or struotures have been .lnl~ia~ed. c~n~lClon~ ~frsito. Z~ s~or~ runor~ is diverted Gr ¢,~--. cencr~, .~ erainane ease~en~ s!zouZd be ob~alnua Cn~ arrec~d prop~r~y owner. A eo~y of revt~ prl~r &o tAe 're~cr43~on of the should ~e :cn~re~e lined. *~r-d8.i sZc3~.s sisould be prO~eet3d fro.~ erosion 3ev.,lopJen; or th~-s property s-~ouZd ~= coor~.lnar. e~ '-he deveZop-3=n: or adJaaen~ properties ~o ensur~ ~hat ~Cer~ourse3 tema~n unobltruoted lad =~ormvlCers are no~ diverte.d rroa ~e watershed ~ ~no~ner. This may O~Sl~ eo-ltr~a~on end ~radtn&. ;ub~ely dedicmc~ drainage easnen~s ob~mine~ from ~h~ atfagCe~ prop~r~y ownarCS). ~e ~oeum~tCs) shouZ~ be recor=~tlon or ~h~ final map. lO. T~e lO year stor'a 11. Dra~nale ~a~1~t~es 12. X copy or the ~=prov~=en*~ ?l~nam ~ra~In~ pZ~ni and ~1n~1 asp a%onZ utah suppor~tn~ hydroZo~1= an~ ~ydra~11: eal- euXa;:ons sk&ou~d be eu~'L~ ~o ~o 91~r1~ for roylow and approval prlor'~ GradLn~ plan= ehoul~ t su~ i~:ed, Very ;ruly y~urs, cc: Ran=he P~clfle En;ineer~n$ 3enlor Ctvll e, rs~,ineer "Uounty of Riverside 20: CITY OF ATTN: SCOTT FROM: RENEE DAFEVIL~R, ~ tl~VIRONENTAL RE: C~GE OF ZONE 5535 DATE: SEFrEI~BER 25, 1990 HF/L~~IST The Envirormental Health Services has reviewed this Chan~e of Zone 5535 and has no objections. Sanitaz7 sewer and water services are available in this area. GEN, FORM 4. II~-. S/aTI COUNTY OF RIVERSIDE DEPARTMENT OF HEAL 065 COUNTY CIRCLE DR. RIV(RSIOE.. CA. 92503 ( I - P.O. Box 7600 92513-7600) 358-4529 Seutember.-",l ~ · 1990 CITY OF TE~[ECULA 43180 Bus~ness P, rk Dr~ve. Suite ZOO Temecula. CA 92390 A~'I'N: Scott WriGht RE: VESTING T~2rrATIVE~1~ACT HAP NO. 23143: RECORDED IN ~ BOOK 121. P~ 50-57. BOOK 127. P~ 7-14. ~ BOOK 127 P~ 15-21 ~P;I~Y ON FI~ IN ~ O;ICE OF COU~ OF RI~IDE. c1092 LOTS~ Dear Gentlemen: The De=artment of Public Health has revuered Vestxna Tentative Tract Map No. 23143. and recommend that: A water system shall be installed according to plans and aoecXficatxon as aDDroved by the water comeany and the Health Demartment. Permanent orxnts of the plans of the water system shall be submitted xn trxolxcate. with a minimum scale not leas than one anch eauais 200 .A~et. along with the orxcxnai drawxno to the County Surveyor. The prints shall show the internal p~pe diameter. location of valves and fare hydrants: pxoe and .qoxnt soecifxcatxons. and the same of the main at the ~unctxon of the new system to the exxstxno system. The plans shall commlv xn respects vxth Dxv. 5. Part I. ChaDtot 7 of the California Health and Safety Code. California Administrative Code. Title 22. Chamter 16. and General Order No. 103 of the Public Utilities Commission of the State of California. when ammlicabAe. The plans shall be axaned by a recxstered engineer and water tommany vxth the foliovine certification: "I certify that the desx.n of the water svstQm xn Veatxn~ Tentative Tract Hap 23143. is xn accordance with the water system expansion plans of the Ranthe California Water District and that the water service. aterage and system viII be adsGusts to provide water service to such Tract. C,alo#& mOweLk. 1.1,.1~. w.l.&.lea_ IrNeaei. ilJ. a.P.a. &C,,eQI. K.D.V.M.U,/A UI.G~*elt. iLL OtPvtv O,egCTOe OF ,,[a4..t,, ~Tv ~ ~ ~N ~ ~il' ~ ~ ~ ~ ~ ~ ~ OfJIIUT'F 01ILeCTOl 0¥ ,e(A&.TN CaNTtill ~ 3Cll,'* IllMllv $TRItT - lame,q,. CA Is'liD · eLYTee( 893 NOilTn InO&a, llil' - towtee. C& litel · GAlA OkaY& TIPsO M&ilOVillt& - leeseNse. C,& $1504 ~ C0ltOaek S09 SOljim IUf. le& vista` - Cereal,. Ca 9,! lid · .laZY II0 ilgiltN IPTlt[ Iralet - ,,,east. C.a IIP343, I fieOl0 41,-IPOt OAlkiS 'aTetiT - ,aN. C& ell0, CItY of--Temecula Page Two ' AT'I'N: Scott Wright Seutember-"ll, 1990 This certification does not constitute a Guarantee that' ~t will sUDDIV water to such Tract mad it ~oecxfic quantities, flows or Dressurea for f~re protection or any other OurDose", This certification shall be s~aned by a responsible official of the voter comoanv. The plans must be submitted to ~.~I....v__evor's Office to review st le-st tw9 weeks ~.._.the reauest for the recordorion of the f~nal Thzs subdivision has a statement from ~ancho Cal:forn~a Water DIstrict agreeing to serve domestic water to each and every lot xn the subdivision on demand providing satisfactOrY f~nanc~al arrangements are completed v~th the subdivider, It wall be necessary for ~inancial arrangements to Ue made prior to the recordat~on of the f~nal maD. This subdivision xs within the Eastern Hunzczoal Water D~str~ct and shall be connected to the sewers of the Dxstrxct. The sewer system shall be xnstailed accordxnc to DIana and specifications as a~proved by the D~strxct. the County Surveyor and the Health Department. Permanent prints of the plans of the sewer system shall be submitted ~n tr~olzcate, along w~th the or;axnal drawing, to the County surveyor. The prints shall show the internal DxPe diameter, location of manholes, complete profiles, pipe and 3o~nt sDec~fxcat~gns and the size of the sewers at the 3unction the new system to the existing system. A sanale plat Indicating location of sewer lines and water lines shall be a DOrt-lO~ Of the sewage plans ud water lanes shall be a DoraIon of the sewage plans and Drof;les. The plans shall be signed by a registered engineer and the sewer d~strzct with the following. certification: "I certify that the desiqn of the sewer system zn Tract HaD No, 23143 ms xn accordance with the sewer system expansion plans of the Exstern'Hunxc~=al Water District and that the waste d~soosal system is adequate at th~s t~me to treat 'the anticipated wastes from the ~roDosed parcel maD. C~ty of Te__mecul& P&ee 3 , A~'Zlq: Scott WriGht Sootember ~Z, 1990 The .p L.znt.mius3,....!~.{__submx t tom to the_~,,.unty t, .o... r_e_Y~.t,w_!JL_lJti~st two weeks orxor to the re~est, fo_r_~_ne. r_e_c_ord.~t~B of the 'fxna~ It wXll be necess&rv for fxnancX&l arr&naements to be comolete~v fXnz~xzed ~rxor ~o rec~rdat~n ~f the fxh&l maD. SzncerelV. SM:dr ', Board of Directors: James A. Dsrby Pres,dent Jeffrey L. Minkaer ~r. V:ce President Ralph Daily Doul Kulberl Jon A- Lundin T. C. Rowe Richard D, Steffey Officers: John F. Henniger General .%fansget Phillip I, Forbes Dzrector of Ftrmnce- Treasurer Thomas R. McA]iester Dtrector of Operstaons & Mamtensnce Edward P. Lemons Dtrector of Eng~neenng Linda .%1. Fregoso Dmstnct ~ecretm'y McCormick A Kidmen Legs& Counsel Subject: Reference: Water Availability Revised Vesting Tract 23143 Change of Zone 5535 Gentlemen: Please be advised ~hat ~he above-referenced property is located wi~hin~he boundaries of Rancho California Water District. Water service,~herefore, would be available upon completion of financial arrangements between RCWD and ~he property owner. Water availability would be contingent upon the proper~y owner signing an Agency Agreement which assigns water management rights, if any, to RCWD. Sites for additional water production facilities may be required within ~he proposed development depending upon=he level of increased demand created by the proposal. If you have any questions, please contact Senga Doherty at (714) 676-4101. Very truly yours, RANCliO CALIFORNIA WATER DISTRICT Steve Brannon Civil Engineer F011/jkv259f RANCHO CALIFORNIA WATER DISTRIC 28061 DIAZ ROAD · POST OFFICE BOX 174 · TEMECULA, CA 92390-0174 · (714) 676-4101 · FAX (714) 676-06] The order tdqll be vQqu4red ~o coest, ruc~ t~e follmrtng / a.) ,NI~ar Seev4cs .... -- l % ATTACHMENT 6 TCSD AGREEMENT CITY OF TEMECIILA 1989 September 22, 1992 Adrian Foley Taylor Woodrow Homes California LTD. 3991 Macarthur Boulevard Newport Beach, California 92660 RE: AGREEMENT TO CONDITIONS FOR TRACTS 23143 AS SET FORTH BELOW: Dear Mr. Foley: The Temecula Community Services Department (TCSD) Staff have reviewed the TCSD conditions for approval and recommend that the City Council APPROVE Tract N0. 23143 subject to the Subdivider or his assignee entering into an agreement with TCSD to conform to the following: 1. Park Site "A" which consists of a 6.0 acre park located within Tract No. 23143 shall be developed to TCSD standards and the attached conceptual design and meet all American with Disability Act (ADA) requirements, prior to the issuance of the 250th building permit. 2. Park Site "F" which consists of a 4.2 acre park located within Tract No. 23143 shall be developed to TCSD standards and the attached conceptual design and meet all ADA requirements, prior to the issuance of the 950th building permit. 3. Specifications for park amenities shall consist available through the following vendors: Patterson-Williams Miracle Recreation Equipment Company PW Athletic Company Poligon W.H. Porter, Inc. of those amenities 43174 BUSINP...SS PARK DRrCE * TEMECULA CALIFORNIA c~25g0 ® PHONE (7 14) 694-lg8g ® FAX (714) 694-1999 4. Rest room Facilities shall have a floor space of not less than 1200 square feet and include a Concession Stand and Maintenance/Storage Room. 5. Park lighting plan shall specify the use of Musco Lighting. (Applies to Bollard (Parking Lot) Lighting only). 6. To date, all known interior slope areas are hereby conditioned to be maintained by an established Home Owners Association (HOA). Exterior slopes identified as those slopes bordering a 66' or wider arterial street, shall be dedicated to the TCSD for maintenance following compliance to the TCSD standards an completion of the application process. (With the exception of the slopes either side of Royal Crest Place which are to be HOA maintained). 7. All park Site Plans and Documents associated with the improvement of the park sites, shall be submitted to the TCSD for review prior to the start of any park site improvements. All improvements shall comply with TCSD standards. 8. Upon completion and final exceptance of the aforementioned park sites, the maintenance will become the responsibility of the TCSD. 9. Subdivider shall, prior to issuance of the first (1st) Building Permit, Post a Faithful Performance Bond in the amount of 100% of the cost of park site improvements, and a Labor and Materials Bond in the amount of 50% and obtain final approval of the Final Improvement Plans for the park sites. Subdivider agrees to the aforementioned conditions as signified below. App nt . . ,cr/'/ / Date Shawn Nelson, Director, TCSD &TTACHMENT 7 CITY COUNCIL STAFF REPORT AND DEVELOPMENT AGREEMENT APPROVAL CITY ATTORNEY FINANCE OFFICER CITY MANAGER ,"T.', TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Council/City Manager Gary Thornhill, Director of Planning September 22, 1992 Tentative Tract Map No. 23143, Amendment No. 5, Development Agreement No. 26 RECOMMENDATION: The City Council recognize the applicability of Development Agreement No. 26 to Tentative Tract Map No. 23143, Amendment No. 5. BACKGROUND On January 29, 1991, the City Council approved the First Time Extension for Tentative Tract Map No. 23143. The Conditions of Approval for the First Time Extension required recordation of a Development Agreement prior to recordation of the Final Map. Subsecluently, the Second Extension of Time was approved by Staff with the same condition (Condition No. 45). The applicant has brought to Staff's attention that Development Agreement No. 26 was recorded on the property when the Tentative Map was originally approved by the County on August 16, 1988. FISCAL IMPACT None Attachments: 1. 2. Development Agreement No. 26 - page 2 Conditions of Approval for Tentative Tract Map No. 23143, Amendment No. 5, Second Extension of Time - page 3 vgw S~,$TAFFRF~23143-5 .CC Recorded at request of Clerk. Board of Supervisors County of Riverside When recorded return to Riverside County Planning Director 4080 Lemon Street. 9th Floor Riverside. CA 92501 DEVELOPMENT AGREEMENT NO. 26 A DEVELOPMENT AGREEMENT BETWEEN COUNTY OF RIVERSIDE and TAYLOR WOODROW HOMES CALIFORNIA. LIMITED Butterfield Stage Ranch VESTING TENTATIVE TRACT MAPS NO. 22430 AND NO. 23143 Development Agreement No. TABLE OF CONTENTS SECTION 1.1 1.1.1 1.1.2 1.1.3 1.1.4 1.1.5 1.1.6 1.1.7 1.1.8 1.1.9 1.1.10 1.1.11 · 1.1.12 1.1.13 1.1.14 1.1.15 1.1.16 1.1.17 1.2 2.1 2.2 2.3 2.4 2.4.1 2.4.2 2.4.3 2.4.4 2.4.5 2.5 2.6 2.7 HEADING PAGE RECITALS .............. DEFINITIONS AND EXHIBITS 3 3 Definitions ............ 3 Agreement ............. 3 COUNTY ............... 3 Development .......... Development Approvals ....... 3 Development Exaction ........ 3 Development Plan ......... 4 Effective Date ......... 4 Existing Development Approvals · · · 4 Existing Land Use Regulations · 4 Land Use Regulations .... ' .... 4 . 4 OWNER ............ 5 Mortgagee ............. 5 Pro~ect ............. 5 Property .............. Reservations of Authority · · · ] · 5 Subsequent Development Approvals 5 Subsequent Land Use Regulations . 5 5 Exhibits-. .............. GENERAL pROVISIONS .......... 5 Binding Effect of Agreement · ..- · · 5 Ownership of Property ........ 6 Term ................. Assignment .............. Right to Assign .......... 6 Release of Transferring Owner · 6 Subsequent Assignment .- .... 7 Partial Release of Purchaser. Transferee. or Assignee of Industrial or Commercial Lot .... 7 Termination of Agreement With Respect to Individual Lots Upon Sale to Public and Completion of Construction ......... 7 Amendment or Cancellation of Agreement 8 8 Termination ............. 8 Notices .............. i SECTION HEADING PAGE. 3.1 3.2 3.3 3.4 3.5 3.6 3.6.1 3.6.2 3.6.3 3.6.4 3.7 3.8 3.9 3.10 3.11 4.'1 4.2 4.2.1 4.2.2 4.2.3 4.2.4 4.2.5 4.3 6.1 6.2 6.3 6.4 6.5 6.6 7.1 7.2 7.3 DEVELOPMENT OF THE PROPERTY ...... 10 Rights tO Develop ......... 10 Effect of Agreement on Land Use Regulations ............. 10 Timing of Development ....... 10 Phasing Plan ............. 11 Changes and Amendments ........ 11 Reservations of Authority ...... 11 Limitations. Reservations and Exceptions ........... 11 Subsequent Development Approvals .. 13 Modification or Suspension by State or Federal Law ....... 13 Intent ...... ' ......... 13 Public Works ............. 13 Provision of Real Property Interests by COUNTY ......... 13 Regulation by Other Public Agencies 14 Tentative Tract Map Extension .... 14 Vesting Tentative Maps ....... 14 PUBLIC BENEFITS 14 14 Intent ............... Public Facilities and Services Mitigation Fee ............ 15 Amount and Components of Fee .... 15 15 Time of Payment .......... Reduction for Low-OccupancY .... 15 Annual Fee Adjustment . . .' .... 16 16 Credits .............. Continuation of Fees ......... 16 FINANCING OF PUBLIC IMPROVEMENTS · · . 17 REVIEW FOR COMPLIANCE 17 Periodic Review ........... 17 Special Review .... '---. ..... Procsdure .............. 17 Proceedings Upon Modification or Termination ............ 18 Hearing on Modification or Termination 18 Certificate of Agreement Compliance . 18 INCORPORATION AND ANNEXATION .... 19 19 Intent ................ Incorporation ............ 19 Annexation .............. 19 ii HEADING PAGE SECTION 8.1 8.2 8.3 6.4 8.5 9.1 9.2 9.3 9.4 9.5 9.6 10. 11. 11.1 11.2 11.3 11.4 11.5 11.6 11.7 11.8 11.9 11.10 11.11 11.12 11.13 11.14 11.15 11.16 11.17 11.18 11.19 11.20 DEFAULT AND REMEDIES .......... 19 19 Remedies in General ....... 20 Specific performance ........ 20 Release ............ Termination or Modification of Agreement for Default of OWNER .... 20 Termination of Agreement for Default of COUNTY ......... 21 THIRD PARTY LITIGATION ......... 21 21 General Plan Litigation · - .. .... Third Party Ligitation Concerning ...... 22 Agreement ........ 22 Indemnity .............. Environment Assurances ........ 22 Reservation of Rights ....... 22 .... 23 Survival ........... MORTGAGEE PROTECTION ......... 23 MISCELLANEOUS pROVISIONS ........ 24 Recordation o[ Agreement ....... 24 24 Entire Agreement ......... . 24 SeverabilitY ............ interpretation and Governing Law . 24 Section Headings ........... 25 Singular and Plural .... Joint and Several Obligations .... 25 · 25 Time of Essence ........... Waiver ............ No Third Party Beneficiaries ..... 25 25 Force Majeure ............ 25 Mutual Covenants ........ Successors in Interest ........ 26 · 26 Counterparts ........... Jurisdiction and Venus ........ 26 Project as a Private Undertaking 26 Further Actions and Instruments . 26 .... 26 Eminent Domain ....... Agent for Service of Process .... 27 Authority to Execute ........ 27 27 Signatures .............. iii DEVELOPMENT AGREEMENT NO. 26 This Development Agreement (hereinafter ,,Agreement") is entered into effective on the date it is recorded with the Riverside County Recorder (hereinafter the ,,Effective Date") by and among the COUNTY OF RIVERSIDE (hereinafter "COUNTY"). and the persons and entities listed below (hereinafter "OWNER"): TAYLOR WOODROW HOMES CALIFORNIA. LIMITED. a California corporation- RECITALS WHEREAS. COUNTY is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property. pursuant to Section 65864. e~ seq. of the Government Code: and. WHEREAS. COUNTY has adopted rules and regulations for consideration of development agreements. pursuant to Section 65865 of the Government Code: and. WHEREAS. OWNER has requested COUNTY to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of COUNTY: and. WHEREAS. by electing to enter into this Agreement. COUNTY shall bind future Boards or Supervisors of COUNTY by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of COUNTY: and. WHEREAS. the terms and conditions of this Agreement have undergone extensive review by COUNTY and the Board of Supervisors and have been found to be [air. just and reasonable: and. WHEREAS. the. best interests of the citizens of Riverside County and the public health. safety and welfare.will be served bt entering into this Agreement: and. WHEREAS. all of the procedures of the California Environmental Quality Act have been met with respect to the Project and the Agreement: and. WHEREAS. this Agreement and the Project are consistent with the Riverside County Comprehensive General Plan and any Specific Plan applicable thereto: and. -1- WHEREAS, all actions taken and approvals given by COUNTY have been duly taken or approved in accordance with all applicable-legal requirements for notice. public hearings. findings, votes, and other procedural matters: and, WHEREAS. development of the Property in accordance with .'this Agreement will provide substantial benefits to COUNTY and wil'l further important policies and goals of COUNTY: and. WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864, e__t seq. of the Government Code are intended: and. WHEREAS. on June 28, 1988, Special Assessment District No. 159 (Rancho Villages) was formed by County Resolution No. 88-192 pursuant to a petition. executed by OWNER. requesting the District to be formed and consenting to said District being formed to provide a financing mechanism to pay for the construction of certain public facilities that would benefit the Property and OWNER advanced those monies needed to pay all costs associated with forming said District and retained and paid civil engineers to design and engineer the public facilities to be constructed. and said public facilities were designed to benefit the Property and certain of the facilities may have been oversized to benefit adjacent properties and the public at large: and. WHEREAS. OWNER has incurred and will in the future incur substantial costs in ord6r to assure development of the Property in accordance with this Agreement: and. WHEREAS. OWNER has incurred and will in the future incur substantial costs in excess of the generally applicable requirements in order to assure vesting of legal rights to develop the Property in accordance with this Agreement. III III III III III III III III COVENANTS NOW, THEREFORE. in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration. the receipt and sufficiency of which is hereby acknowledged. the parties agree as follows: 1. DEFINITIONS AND EXHIBITS. 1.1 Definitions. The following terms when used in this Agreement shall be defined as follows: 1.1.1 "Agreement" means this Development Agreement. 1.1.2 "COUNTY" means the County of Riverside, a political subdivision of the State of California. 1.1.3 "Development" means the improvement of the Property for the purposes of completing the structures. improvements and facilities comprising the Project including. but not limited to: grading: the construction of infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings .and .. structures: and the installation of landscaping. ,,Development" does not include the maintenance, repair. reconstruction or redevelopment of any building. structure. improvement or facility after the construction and completion thereof. 1.1.4 ,Development Approvals" means all permits and other entitlements for use subject to approval or issuance by COUNTY in connection with development of the Property including. but not limited to: (a) Specific plans and specific plan amendmeGts; (b) Tentative and final subdivision and parcel maps: (c) Conditional use permits. public use permits and plot plans: (d) Zoning; (e) Grading and building permits. 1.1.5 "Development Exaction" means any requirement of COUNTY in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land. the construction of improvements or public facilities. or the payment of fees in order -3- to lessen· offset, mitigate or compensate for the impacts o~ development on the environment or other public interests- 1.1.6 ,,Development Plan" means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the propertY- 1.1.7 ,,Effective Date" means the date this Agreement is recorded with the County Recorder. 1.1.8 ,,Existing Development Approvals" means all Development Approvals approved or issued prior to the Effective Date. Existing Development Approvals includes the Approvals incorporated herein as Exhibit "C" and all other-Approvals which are a matter of public record on the Effective Date. 1.1.9 ,,Existing Land Use Regulations" means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations includes the Regulations incorporated herein as Exhibit "D" and all other Regulations which are a matter of public record on the Effective Date. 1.1.10 ,,Land Use Regulations" means all ordinances. resolutions, codes. rules. regulations and official policies of COUNTY governing the development and of land including. without limitation. the permitted · subdivision XZZ of land. the density or intensity of use. requirements. the maximum height and size of proposed buildings. the provisions for reservation or dedication of land for public purposes. and the design. improvement and construction standards and specifications applicable to the development of the property. ,'Land Use Regulations" does not include any COUNTY ordinance. resolution. code. rule. regulation or official policy. governing: (a) The conduct of businesses. professions. and occupations; (b) Taxes and assessments; (c) The control and abatement of nuisances; (d) The granting of encroachment permits and the conveyance of rights and interests which provide for the use of or the entry upon public property; (e) The exercise of the power of eminent domain- 1.1.11 ,,OWNER" means the persons and entities listed as OWNER on page 1 of this Agreement and their successors in interest to all or any part of the propertY- -4- 1.1.12 ,,Mortgagee" means a mortgagee of a mortgage, a.beneficiary under a deed of trust or any other security-device lender, and their successors and assigns. 1.1.13 "Project" means the development of the Property contemplated by the Development Plan as such Plan may be further defined. enhanced or modified pursuant 'to the provisions of this Agreement. 1.1.14 ,,Property" means the real property described on Exhibit "A" and shown on Exhibit "B" to this Agreement. 1.1.15 ,,Reservations of Authority" means the rights and authority excepted from the assurances and rights provided to OWNER under this Agreement and reserved to COUNTY under Section 3.6 of this Agreement. 1.1.16 ,,Subsequent Development Approvals" means all Development Approvals required subsequent to the Effective Date in connection with development of the Property. 1.1.17 ,,Subsequent Land Use Regulations" means any Land Use Regulations adopted and effective after the Effective Date of this Agreement. 1.2 Exhibits. The following documents are attached to. and by this reference made a part of. this Agreement: Exhibit "A" -- Legal Description of the Property. Exhibit "B" -- Map showing Property and its location. Exhibit "C" -- Existing Development Approvals. Exhibit "D" -- Existing Land Use Regulations. Exhibit "E" -- Fee Credits. 2. GENERAL PROVISIONS. 2.1 BindinQ Effect of AQreement. The Property is hereby made subject to'this Agreement. Development of the Property is hereby authorized and shall be carried out only in accordance with the terms of this Agreement. 2.2 Ownership of Property. OWNER represents and covenants that it is the owner of the fee simple title to the Property or a portion thereof. -5- 2.3 Term. The te=m of this Ag=eement shall commence on the Effective Date and shall continue foc a period of 10 (ten) years thereafter unless this term is modified or extended pursuant to the provisions of this A~reement. 2.4 Assianment. 2.4.1 Riaht to Assian. OWNER shall have the ~i~ht to sell, transfer o~ assiqn the Property in whole or in pact (pcovided that no such partial transfer shall violate'the Subdivision Map Act, Government Code Section 66410, et seq., or Riverside County Ordinance No. 460) to any person, partnershiP, joint venture, firm or corporation at any time du~in~ the term of this A~reement: provided, however, that any such sale, tcansfer or assignment shall include the assiqnment and assumption of the ~i~hts, duties and obligations arising under or from this Aq:eement and be made in strict compliance with the followinq conditions precedent: (a) No sale. transfer o: assignment of any ~iqht or interest under this Agreement shall be made unless made togetheE with the sale, transfer or assignment of all or a part of the P~operty. (b) Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, OWNER shall notify COUNTY, in wcitinq, of such sale, transfer o~ assignment and shall provide COUNTY with an executed agreement, in a form reasonably acceptable to COUNTY, by the purchaser, trans~eree oc assignee and providing therein that the purcha~e~, t~ansfe~ee'o~ assignee expressly and unconditionally assumes all the duties and obliqations of OWNER under this Aqreement. Any sale. t~ans'~e~ o~ assignment not made in strict compliance with the fo~e~oin9 conditions shall constitute a default by O~ner under this Aq~eement. Notwithstanding the failure-of any purchaser, t:ansferee or assignee to execute the a~reement ~equired by Paraqraph (b) of this Subsection 2.4.1, the ~urdens of this A~reement shall be bindinq upon such purchaser, t:ansferee o~ assignee, but the benefits of this Aqreement shall not inure to such purchaser, transferee o~ assiqnee until and unless such aqreement is executed. 2.4.2 Release of T~ansfer:in~ Owner. Notwithstand~n~ any sale, transfer o~ assignment. a transfer~inq OWNER shall continue to be obligated under this Agreement unless such transferring OWNER is given a ~elease in writinq by COUNTY, which release shall be provided by COUNTY upon the full satisfaction by such transfe~rinq OWNER of the ~ollowing conditions: (a) OWNER no longer has a legal or equitable interest in all or any part of the Property. (b) OWNER is not then in default under this Agreement. (c) OWNER has provided COUNTY with the notice and executed agreement required under Paragraph (b) of Subsection 2.4.1 above. (d) The purchaser. transferee or assignee provides COUNTY with security equivalent to any security previously provided by OWNER to secure performance of its obligations hereunder. 2.4.3 Subseauent Assiunment. Any subsequent sale. transfer or assignment after an initial sale. transfer or 'assignment shall be made only in accordance with and subject to the terms and conditions of this Section. 2.4.4 Partial Release of Purchaser. Transferee or Assianee of Industrial or Commercial Lot. A purchaser, transferee or assignee of a lot, which has been finally subdivided as provided for in the Development Plan and for which a commercial or industrial plot plan for development of the lot has been finally approved pursuant to the Development Plan, may submit a request. in writing. to COUNTY to release said lot from the obligations under this Agreement relating to all other portions of the property. Within thirty (30) days of such request. COUNTY shall review. and if the above conditions are satisfied shall approve the'request for release and notify the purchaser. transferee or assignee in writing thereof. No such release approved pursuant to this Subsection 2.4.4 shall cause. or otherwise affect. a release of OWNER from its duties and obligations under this Agreement. 2.4.5 Termination of A~reement With Respect to Individual ~ots Upon Sale to Public and Completion of Construction. The provisions of Subsection 2.4.1 shall not apply to the sale or lease (for a period longer than one year) of any lot which has been finally subdivided and is individually (and not in "bulk") sold or leased to a member of the public or other ultimate user. Notwithstanding any other provisions of this Agreement. this Agreement shall terminate with respect to any lot and such lot shall be released and no longer be subject to this Agreement without the execution or recordation of any further document upon satisfaction of both of the following conditions: (a) The lot has been finally subdivided and individually (and not in "bulk") sold or leased -7- (~or a period longer than one year) to a member of the public or other ultimate user: and. (b) A Certificate of Occupancy has been issued for a building on the lot. and the fees set forth under Section 4 of this Agreement have been paid. 2.5 Amendment or Cancellation of Aareement. This Agreement may be amended or cancelled in whole or in part only by written consent of all parties in the manner provided for in Government Code Section 65868. This provision shall not limit any remedy of COUNTY or OWNER as provided by this Agreement. 2.6 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events: (a) Expiration of the stated term of this Agreement as set forth in Section 2.3. (b) Entry of a final judgment setting aside. voiding or annulling the adoption o~ the ordinance approving this Agreement. (c) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement. (d) Completion of the Project in accordance with the terms of this Agreement including issuance of all required occupancy permits and acceptance by COUNTY or applicable public agency o~ all required dedications. Termination of this Agreement shall not constitute termination o[ any other land use entitlements approved for the Property. Upon the termination of this Agreement. no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with =espect to any default in the performance of the provisions of this Agreement which has occurred prior to such termination or with respect to any obligations which are specifically set forth as surviving this Agreement. Upon such termination. any public facilities and services mitigation fees paid pursuant to Section 4.2 o= this Agreement by OWNER to COUNTY for residential units on which construction has not yet begun shall be refunded to OWNER by COUNTY. 2.7 Notices. (a) As used in this Agreement. "notice" includes. but is not limited to. the communication of notice. request. demand. approval. statement. report. acceptance. consent. waiver. appointment or other communication required or permitted hereunder. -8- (b) All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt. after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested. and postage and postal charges prepaid. and addressed to the recipient named below; or (iii) on the date of delivery shown in the records of the telegraph company after' transmission by telegraph to the recipient named below. All notices shall be addressed as follows: If to COUNTY: Clerk of the Board of Supervisors County of Riverside 4080 Lemon St.. 14th Floor Riverside. CA 92501 with copies to: County Administrative Officer County of Riverside 4080 Lemon St.. 12th Floor Riverside. CA 92501 and Director Planning Department County of Riverside 4080 Lemon St.. 9th Floor Riverside. CA 92501 County Counsel County of Riverside 3535 Tenth St.. Suite 300 Riverside. CA 92501 If to OWNER: Taylor Woodrow Homes Cali{~rnia Limited 4921 3itch Street. Suite 110' Newport Beach. CA. 92660 Attn: Richard Pope with a copy to: and Dennis D. O'Neil. Esq. Pettis. Tester. Kruse & Krinsky 18881 Von Karman. 16th. Floor Irvine. CA. 92715 Timothy L. Randall. Esq. Meserve. Mumper & Hughes 18500 Von Karman. Suite 600 Irvine. CA 92713 -9- (c) Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3. 'DEVELOPI~IENT OF THE PROPERTY. 3.1 Riahts to DeveloP. Subject to the terms of this Agreement including the Reservations of Authority, OWNER shall have a vested right to develop the Property in accordance and to the extent of, the Development Plan. The Project shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan. Except as otherwise provided in this Agreement, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Development Plan. 3.2 Effect of Aareement on Land Use Reaulations. Except as otherwise provided under the terms of this Agreement including the Reservations of Authority, the rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property. the maximum height and-size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property shall be the Existing Land Use Regulations. In connection with any Subsequent Development Approval. COUNTY shall exercise its discretion in accordance with the Development Plan, and as provided by this Agreement including, but not limited to. the Reservations of AuthoritY- COUNTY shall accept for processing, review and action all applications.for Subsequent Development Approvals. and such applications shall be processed in the normal manner for processing such matters. 3.3 Timina o[ Development. The parties acknowledge that OWNER cannot at this time predict when or the rate at which phases of the Property will be developed. Such decisions depend upon numerous factors which are not within the control of OWNER. such as market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465. that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties' agreement. it is the parties' intent to cure that deficiency by acknowledging and providing that OWNER shall have the right to develop the Property in such order and at such rate and at such times as OWNER deems appropriate within the exercise of its subjective business 3udgment. subject only to any timing or phasing requirements set forth in the Development Plan or the Phasing Plan set forth in Section 3.4. -10- 3.4 Phasina Plan. Development of the Property shall be subject to all timing and phasing requirements established by the Development Plan. 3.5 Chanaes and Amendments. The parties acknowledge that refinement and further development of the Project will require Subsequent Development Approvals and may demonstrate that changes are appropriate and mutually desirable in the Existing Development Approvals. In the event OWNER finds that a change in the Existing Development Approvals is necessary or appropriate, OWNER shall apply for a Subsequent Development Approval to effectuate such change and COUNTY shall process and act on such application in accordance with the Existing Land Use Regulations, except as otherwise provided by this Agreement including the Reservations of Authority. If approved, any such change in the Existing Development Approvals shall be incorporated herein as an addendum to Exhibit "C", and may be further changed from time to time as provided in this Section. Unless otherwise required by law, as determined in COUNTY's reasonable discretion, a change to the Existing Development Approvals shall be deemed "minor" and not require an amendment to this Agreement provided such change does not: (a) Alter the permitted uses of the Property as a whole; or, (b) Increase the density or intensity of use of the Property as a whole; or, (c) Increase the maximum height and size of permitted buildings; or, (d) Delete a requirement for the reservation or dedication of land for public purposes within the Property as a whole; or. (e) Constitute a project requiring a subsequent or supplemental environmental impact report pursuant to Section 21166 of the Public Resources Code. 3.6 Reservations of Authority. 3.6./ Limitations, Reservations and Exceptions. Notwithstanding any other provision of ~.his Agreement, the following Subsequent Land Use Regulations shall apply to the development of the Property. (a) Processing fees and charges of every kind and nature imposed by COUNTY to cover the estimated actual costs to COUNTY of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued. -11- (b) Procedural regulations relating to hearing bodies. petitions. applications. notices. findings. records. hearings. reports. recommendations. appeals and any other matter of procedure. (c) Regulations governing construction standards and specifications including. without limitation. the County's Building Code. Plumbing Code. Mechanical Code. Electrical Code. Fire Code and Grading Code. (d) Regulations imposing Development Exactions; provided. however. that no such subsequently adopted Development Exaction shall be applicable to development of the Property unless such Development Exaction is applied uniformly to development. either throughout the COUNTY or within a defined area of benefit which includes the Property. No such subsequently adopted Development Exaction shall apply if its application to the Property would physically prevent development of the Property for the uses and to the density or intensity of development set forth in the Development Plan. In the event any such subsequently adopted Development Exaction fulfills the same purposes. in whole or in part. as the fees set forth in Section 4 of this Agreement. COUNTY shall allow a credit against such subsequently adopted Development Exaction for the fees paid under Section 4 of this Agreement to the extent such fees fulfill the same purposes. (e) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety. To the extent possible. any such regulations shall be applied and construed so as to provide OWNER with the rights and assurances ,provided under this Agreement. (f) Regulations which arm not in conflict with the Development Plan. Any regulation. whether adopted by initiative or otherwise. limiting the rate or timing of development of the Property shall be deemed to conflict with the Development Plan and shall therefore not be applicable to the development of the Property. (g) Regulations which are in conflict with the Development Plan provided OWNER has given written consent to the application of such regulations to development of the Property. -12 - 3.6.2 Subsequent DevelolDment Approvals. This Agreement shall not prevent COUNTY. in acting on Subsequent Development Approvals, from applying Subsequent Land Use Regulations which do not conflict with the Development Plan, nor shall this Agreement prevent COUNTY from denying or conditionally approving any Subsequent Development Approval on the basis of the Existing Land Use Regulations or any Subsequent Land Use Regulation not in conflict with the Development Plan. 3.6.3 Modification or Suspension by State or Federal Law. In the event that State or Federal laws or regulations. enacted after the Effective Date of-this Agreement. prevent or preclude compliance with one or more of the provisions of this Agreement. such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations. provided. however. that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. 3.6.4 Intent. The parties acknowledge and agree that COUNTY is restricted in its authority to limit its police power by contract and that the foregoing limitations. reservations and exceptions are intended to reserve to COUNTY all of its police power which cannot be so limited. This Agreement shall be construed. contrary to its stated terms if necessary. to reserve to COUNTY all such power and authority which cannot be restricted by contract. 3.7 Public Works. If OWNER is required by this Agreement to construct any public works facilities which will be dedicated to COUNTY or any other public agency upon completion. and if required by applicable laws to do so. OWNER shall perform such work in the same manner and subject to the same requirements as would be applicable to COUNTY or such other public agency should it have undertaken such construction. 3.8 Provision of Real Property Interests by COUNTY. In any instance where OWNER is required to construct any public improvement on land not owned by OWNER. OWNER shall at its sole cost and expense provide or cause to be provided. the real property interests necessary for the construction of such public improvements. In the event OWNER is unable. after exercising reasonable efforts. including. but not limited to. the 'rights under Sections 1001 and 1002 of the Civil Code. to acquire the real property interests necessary for the construction of such public improvements. and if so instructed by OWNER and upon OWNER'S provision of adequate security for costs COUNTY may reasonably incur. COUNTY shall negotiate the purchase of the necessary real property interests to allow OWNER to construct the public improvements as required by this Agreement and. if -13- necessary, in accordance with the procedures established by law. use its power of eminent domain to acquire such required real property interests. OWNER shall pay all costs associated with such acquisition or condemnation proceedings. This section 3.8 is not intended by the parties to impose upon the OWNER an enforceable duty to acquire land or construct any public · improvements on land not owned by OWNER. except tothe extent that the OWNER elects to proceed with the development of the Project. and then only in accordance with valid conditions imposed by the COUNTY upon the development of the Project under the Subdivision Map Act or other legal authority. 3.9 Reaulation by Other Public Aaencies. It is acknowledged by the parties that other public agencies not within the control of COUNTY possess authority to regulate aspects of the development of the Property separately from or jointly with COUNTY and this Agreement does not limit the authority of such other public agencies. For example. pursuant to Government Code Section 66477 and Section 10.35 of Riverside County Ordinance No. 460. another local public agency may provide local park and recreation services and facilities and in that event. it is permitted. and therefore shall be permitted by the parties. to participate jointly with COUNTY to ,determine the location of land to be dedicated or in lieu fees to be paid for local park purposes. provided that COUNTY shall exercise its authority subject to the terms of this Agreement. 3.10 Tentative Tract Map Extension. Notwithstanding the provisions of Section 66452.6 of the Government Code. no tentative subdivision map or tentative parcel map. heretofore or hereafter approved in connection with development of the Property. shall be granted an extension of time except in accordance with the Existing Land Use Regulations. 3.11 Vesting Tentative Maps. If any tentative or final subdivision map, or tentative or final parcel map, heretofore or hereafter approved in connection with development of the Property, is a vesting map under the Subdivision Map Act (Government Code Section 66410, et seq.) and Riverside County Ordinance No. 460 and if this Agreement is determined by a final judgment to be invaIid or unenforceable insolaf as it grants a vested right to develop to OWNER, then and [~ that extent the rights and protections afforded OWNER under the laws and ordinances applicable to vesting maps shall supersede the provisions of this Agreement. Except as set forth immediately above. development of the Property shall occur only as provided in this Agreement. and the provisions in this Agreement shall be controlling over any conflicting provision of law or ordinance concerning vesting maps. 4. PUBLIC BENEFITS. 4.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public -14- needs which will not be fully met by the Development Plan and further acknowledge and agree that this Agreement confers substantial pEivate beneiits on OWNER which should be balanced by commensurate public benefits. Accordingly. the parties intend to provide consideration to the public to balance the private benefits conferred on OWNER by providing more fully for the satisfaction of the public needs resulting from the Project. Public Facilities and Services Mitigation Fee. 4.2.1 Amount and Components of Fee. OWNER shall pay to COUNTY a public facilities and services mitigation fee in the total amount of $4277.00 for each residential unit constructed on the Property. which fee shall be comprised of.the following components: (a) Public Facilities Fee $1891 per Residential Unit (b) Regional Parkland Fee 2350.00 per Residential Unit with $50.00 allocated for recreational trails (c) (d) Habitat Conservation and Open Space Land Bank Fee Public Services Offset Fee $260.00 per Residential Unit $1776.00 per Residential Unit The amount of the public facilities and services mitigation fee shall be adjusted annually as provided in Subsection 4.2.4. 4.2.2 Time of Payment. The fees required pursuant to Subsection 4.2.1 shall be paid to COUNTY prior to the issuance of building permits for each residential unit. No fees shall be payable for building permits issued prior to the Effective Date of this Agreement. but the fees required pursuant to Subsection 4.2.1 shall be paid prior to the re-issuance or extension of any building permit for a residential unit for which such fees have not previously been paid. 4.2.3 Reduction for Low-Occupancy Residential Units. The fees required pursuant to Subsection 4.2.1 shall be reduced by 33.3 percent for low-occupancy residential units. For the purposes of this Subsection. low-occupancy residential units shall be limited to the following: (a) One bedroom and studio apartments (family rooms. dens. and any similar room shall be considered to be bedrooms): (b) Mobilehomes; (c) Residential units in developments that are legally restricted to occupancy by senior citizens pursuant to Riverside County Ordinance No. 348 or state law. 4.2.4 Annual Fee Adjustment. The fees required pursuant to Subsection 4.2.1 shall be adjusted annually during the term of this Agreement on the anniversary of the Effective Date in accordance with the changes in the Consumer Price Index for All Urban Consumers in the Los Angeles-Anaheim-Riverside Area (hereinafter CPI) published monthly by the U.S. Bureau of Labor Statistics. The annual adjustment shall be calculated in the following manner: (a) Divide the CPI for month and year of the Effective Date into the CPI for the month immediately preceding the anniversary in which said fees are to be adjusted. (b) Multiply the quotient obtained by the calculation in Paragraph (a) above times said fees. (c) The result of the multiplication obtained in Paragraph (b) above shall constitute the fees payable during the succeeding year. If the CPI specified herein is discontinued or revised during the term of this Agreement. such other government index or computation with which it is replaced shall be used in order to obtain substantially the same result as would have been obtained if the CPI had not been discontinued. In no event shall the fees be less than the fees set forth in Subsection 4.2.1. 4.2.5 Credits. OWNER shall be entitled to credit against the fees required pursuant to Subsection 4.2.1 for the dedication of land. the-construction of improvements or the payment of fees as ~pecifically set forth in Exhibit "E". To the extent that Subsection 4.2.4 results in an increase in the fees payable pursuant to 4.2.1(a). then the credit provided in this Subsection for Public Facilities as specified in Exhibit "E" shall be likewise increased by the same percentage. No increase in the credits set forth in Exhibit "E" shall be allowed for any item which is not specifically identified as a Public Facility Credit on Exhibit "E". 4.3 Continuation of Fees. Should all or any portion of Property become part of a city or another county. the fees payable pursuant to Section 4.2 shall remain and still be payable to COUNTY on the following basis: -16- (a) Fees under 4.2.1(a) shall be payable at the rate of five and three tenths percent (5.3%) thereof to COUNTY and the remainder to such city or other county. (b) Fees payable under Subsections 4.2.1(b) and (c) shall be fully payable to COUNTY. (c), Fees under Subsection 4.2.1(d) shall be payable at the rate of one-third (1/3) thereof to such city or other county and the remainder to COUNTY. 5. FINANCING OF PUBLIC IMPROVEMENTS. If deemed appropriate. COUNTY and OWNER will cooperate in the formation of any special assessment district. community facilities district or alternate financing mechanism to pay for the construction and/or maintenance and operation of public infrastructure facilities required as part of the Development Plan. COUNTY also agrees that. to the extent any such district or other financing entity is formed and sells bonds in order to finance such reimbursements. OWNER may be reimbursed to the extent that OWNER spends funds or dedicates land for the establishment of public facilities. Notwithstanding the foregoing. it is acknowledged and agreed by the parties that nothing contained in this Agreement shall be construed as requiring COUNTY or the COUNTY Board of Supervisors to form any such district or to issue and sell bonds. 6. REVIEW FOR COMPLIANCE.' 6.1 Periodic Review. The Planning Director shall review this Agreement annually. on or before the anniversary of the Effective Date. in order to ascertain the good faith compliance by OWNER with the terms of the Agreement. OWNER shall submit an Annual Monitoring Report. in a form acceptable to the Planning Director. within 30 days after written notice from the Planning Director. The Annual Monitoring Report shall be accompanied by an annual review and administration fee sufficient to defray the estimated costs of review and administration of the Agreement during the succeeding year. The amount of the annual review and administration fee shall be set annually by resolution of the Board of Supervisors. 6.2 Special Review. The Board of Supervisors may order a special review of compliance with this Agreement at any time. The Planning Director shall conduct such special reviews. 6.3 Procedure. (a) During either a periodic review or a special review. OWNER shall be required to demonstrate good faith compliance with the terms of the Agreement. The. burden of proof on this issue shall be on OWNER. -17- (b) Upon completion of a periodic review or a special review, the Planninq Director shall submit a ~eport to the Board of Supervisors settin~ forth the evidence concerninq ~ood faith compliance by OWNER with the terms of this ~qreement and his recommended findinq on that issue. (c) If the Board finds on the basis of substantial · evidence that OWNER has complied in 9ood faith with the terms and conditions of this Aqreement, the review shall be concluded. (d) If the Board makes a preliminary findin~ that OWNER has not complied in 9ood faith with the terms and conditions of this A9reement, the Board may modify or terminate this Aqreement as provided in Section 6.4 and Section 6.5. Notice of default as provided under Section 8.4 of this Aqreement shall be ~iven to OWNER p~io6 to o6 concurrent with, p6oceedin~s under Section 6.4 and Section 6.5. 6.4 Proceedinas Uoon Modification or Termination. If, upon a ~indin9 unde~ Section 6.3, COUNTY determines to proceed with modification or termination o~ this/~qreemenU, COUNTY shall qive written notice to OWNER of its intention so to do. The notice shall be 9iven at least ten calendaE days p~ior to the 'scheduled hea~inq and shall contain: (a) The time and place o~ the hearinq: (b) A statement as to whether or not COUNTY p~oposes to terminate or to modify the Agreement: and, (c) Such other information as is ~easonably necessary to inform OWNER of the nature of the p~oceedinq. 6.~ Hearinq on Modification o~ Termination. At the time and place set for'the hea~in~ on modification or termination, OWNER shall be 9iven an opportunity to be heard. OWNER shall be requi~ed to demonstrate 9ood ~aith compliance with the te6ms and conditions o~ this Aqreement. The burden o~ p6oo~ on this issue shall be on OWNER. ~ the Board of Supervisors ~ind~, based upon substantial evidence, that OWNER has not complied in ~ood faith with the te~ms o6 conditions o~ the Aq~eement, the Board may te6minate this Aq~eement o~ modify this A96eement and impose such conditions as ace ~easonably necessary to p6otect the interests o~ the County. The decision of the Board o~ Supervisors shall be ~inal, subject only to judicial 6eview pursuant to Section 1094.5 o~ the Code 0f Civil Procedu6e. 6.6 Certificate o~ Aa~eement Compliance. I~, at the conclusion o~ a Periodic or Special Review, OWNER is ~ound to be in compliance with this ~greement, COUNTY shall, upon request b~ OWNER. issue a Certificate o~ Aqreement Compliance (,,Certificate'°) to OWNER statinq that afte6 the most recent -18- Periodic or Special Review and based upon the information known or made known to the Planning Director and Board of Supervisors that (1) this Agreement remains in effect and (2) OWNER is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record no'rice of the finding of compliance, shall state whether the .Certificate is issued after a Periodic or Special Review and she'll state the anticipated date of commencement of the next Periodic Review. OWNER may record the Certificate with the County Recorder. Whether or not the Certificate is relied upon by assignees or other transferees or OWNER, COUNTY shall not be bound by a Certificate if a default existed at the time of the Periodic or Special Review, but was concealed from or otherwise not known to the Planning Director or Board of Supervisors. 7. INCORPORATION AND ANNEXATION- 7.1 Intent. If all or any portion of the Property is annexed to or otherwise becomes a part of a city or another county. it is the intent of the parties that this Agreement shall survive and be binding upon such other jurisdiction. 7.2 Incorporation. If at any time during the term of this Agreement. a city is incorporated comprising all or any portion of the Property. the validity and effect of this Agreement shall be governed by Section 65865.3 of the Government Code. 7.3 Annexation. OWNER and COUNTY shall oppose. in accordance with the procedures provided by law. the annexation to any city of all or any portion of the Property unless both OWNER and COUNTY give written consent to such annexation. 8. DEFAULT AND REMEDIES. 8.1 Remedies in General. It is acknowledged by the parties that COUNTY'would not have entered into this Agreement if it were to be liable in damages under this A'g-reement. or with respect to this Agreement or the application thereof. In general. each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement. except that COUNTY shall not be liable in damages to OWNER. or to any successor in interest of OWNER. or to any other person. and OWNER covenants not to sue for damages or claim any damages: (a) For any breach of this Agreement or for any cause of action which arises out of this Agreement: or -19- (b) For the taking. impairment or restriction of an~ right or interest conveyed or provided under or pursuant to this Agreement; or (c) Arising out of or connected with any dispute. controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement. 8.2 Specific Performance. The parties acknowledge that money damages and remedies at law generally are inadequate and specific performance and other non-monetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons: (a) Money damages are unavailable against COUNTY as provided in Section 8.1 above. (b) Due to the size. nature and scope of the project. it may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such implementation. OWNER may be foreclosed from other choices it may have had to utilize the Property or portions thereof. OWNER has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement. and it is not possible to determine the sum of money which would adequately compensate OWNER for such efforts. 8.3 Release. Except for nondamage remedies. including the remedy of specific performance and judicial review as provided for in Section 6.5. OWNER. for itself. its successors and assignees. hereby releases the COUNTY. its officers. agents and employees from any and all claims. demands. actions. or suits of any kind or nature arising out of any liability. known or unknown. present or future. including. but not limited to. any claim or liability. based or asserted. pursuant to Article I. Section 19 of the California Constitution. the Fifth Amendment of the United States Constitution. or any other law or ordinance which seeks to impose any other liability or damage. whatsoever. upon the COUNTY because it entered into this Agreement or because of the terms of this Agreement. 8.4 Termination or Modification of Agreement for Default of OWNER. Subject to the provisions contained in Subsection 6.5 herein. COUNTY may terminate or modify this Agreement for any failure of OWNER to perform any material duty or obligation of OWNER under this Agreement. or to comply in good faith with the terms of this Agreement (hereinafter referred to as "default".); provided. however. COUNTY may terminate or modify -2O- this Agreement pursuant to this Section only after providing written notice to OWNER of default setting forth the nature of the default and the actions. if any. required by OWNER to cure such default and. where the default can be cured. OWNER has ~ failed to take such actions and cure such default within 60 days after the effective date of such notice or. in the event that such default cannot be cured within such 60 day period but can be cu~ed within a longer time. has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default. 8.5 Termination of A~reement for Default of COUNTY. OWNER may terminate this Agreement only in the event of a default by COUNTY in the performance of a material term of this Agreement and only after providing written notice to COUNTY of default setting forth the nature of the default and the actions. if any. required by COUNTY to cure such default and. where the default can be cured. COUNTY has failed to take such actions and cure such default within 60 days after the effective date of such notice or. in the event that such default cannot be cured within such 60 day period but can be cured within a longer time. has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default. .'9. THIRD PARTY LITIGATION. 9.1 General Plan LitiQation. COUNTY has determined that this Agreement is consistent with its Comprehensive General Plan. herein called General Plan. and that the General Plan meets all requirements of law. OWNER has reviewed the General Plan and concurs with COUNTY's determination. The parties acknowledge that: (a) Litigation is now pending challenging the legality. validity and adequacy of certain provisions of the General Plan: and. (b) In the future there may be other similar challenges.to the General Plan: and. (c) If successful. such challenges could delay or prevent the performance of this Agreement and the development of the Property. COUNTY shall have no liability in damages under this Agreement for any failure of COUNTY to perform under this Agreement or the inability of OWNER to develop the Property as contemplated by the Development Plan of this Agreement as the result of a judicial determination that on the Effective Date. or atany time thereafter. the General Plan. or portions thereof. are invalid or inadequate or not in compliance with law. -21- 9.2 Third Party Litiaation Conremind Agreement. OWNER shall defend, at its expense, including attorneys' fees, indemnifY, and hold harmless COUNTY, its agents. officers and employees from any claim, action or proceeding against COUNTY. its agents. officers, or employees to attack, set aside. void, annul the approval of this Agreement or the approval of any permit granted pursuant to this Agreement. COUNTY shall promptly notify OWNER of any such claim, action or proceeding. and COUNTY shall cooperate in the defense. If COUNTY fails to promptly notify OWNER of any such claim, action or proceeding, or if COUNTY fails to cooperate in the defense, OWNER shall not thereafter be responsible to defend. indemnify, or hold harmless COUNTY. COUNTY may in its discretion participate in the defense of any such claim, action or proceeding. 9.3' Indemnity. In addition to the provisions of 9.2 above. OWNER shall indemnify and hold COUNTY, its officers, agents, employees and independent contractors free and harmless from any liability whatsoever, based or asserted upon any act or omission of OWNER, its officers, agents, employees. subcontractors and independent contractors, for property damage. bodily injury, or death (OWNER's employees included) or any other element of damage of any Kind or nature, relating to or in any way connected with or arising from the activities contemplated hereunder, including, but not limited to. the study, design, engineering. construction, completion, failure and conveyance of 'the public improvements, save and except claims for damages arising through the sole active negligence or sole willful misconduct of COUNTY. OWNER shall defend, at its expense. including attorneys' fees, COUNTY, its officers, agents. employees and independent contractors in any legal action based upon such alleged acts or omissions- COUNTY may in discretion participate in the defense of any such legal action. 9.4 Environment Assurances. OWNER shall indemnify and hold COUNTY. its officers, agents. and employees free and harmless from any liabilitY, based or asserted. upon any act or omission of OWNER, its officers, agents, employees. subcontractors, predecessors in interest. successors. assigns and ~ndependent contractors for any violation of any federal. state or local law. ordinance or regulation relating to industrial hygiene or to environmental conditions on. under or about the Property, including, but not limited to. soil and groundwater conditions. and OWNER shall defend. at its expense, including attorneys' fees, COUNTY, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. COUNTY may in its discretion participate in the defense of any such action. 9.5 Reservation of Riahts. With respect to Sections 9.2.9.3 and 9.4 herein, COUNTY reserves the right to either (1) approve the attorney(s) which OWNER selects, hires or otherwise engages to defend COUNTY hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own defense. provided. however. that OWNER shall reimburse COUNTY forthwith for any and -22- all reasonable expenses incurred for such defense, including attorneys' fees, upon billing and accounting therefor. 9.6 through 9 Agreement Survival. The provisions of this Sections 9.1 inclusive, shall survive the termination of this 10. MORTGAGEE'PROTECTION. The parties hereto agree that this Agreement shall not prevent or limit OWNER, in any manner, at OWNER's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. COUNTY acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with OWNER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. COUNTY will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges: (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the COUNTY in the manner specified herein for giving notices. shall be entitled to receive written notification from COUNTY of any default by OWNER in the performance of OWNER's obligations under this Agreement. (c) If COUNTY timely receives a request from a Mortgagee requesting a copy of any notice of default given to OWNER under the terms of this Agreement, COUNTY shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to OWNER. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of OWNEB's obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance: provided, however, that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of a covenant by COUNTY , the performance thereof shall continue to be a condition precedent to COUNTY's performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.4 of this Agreement. 11. MISCELLANEOUS PROVISIONS. 11.1 Recordation of Aureement. This Agreement and any amendment or cancellation thereof shall be recorded with the Counny Recorder by the Clerk of the Board of Supervisors within the period required by Section 6S868.5 of the Government Code. 11.2 Entire Aureement. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants 'shall be admissible in any proceeding of any Kind or nature to interpret or determine the terms or conditions of this Agreement. 11.3 SeverabilitY. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable. the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision of the Public Benefits set forth in Section 4 of this Agreement, including the payment of the fees set forth therein, are essential elements' of this Agreement and COUNTY would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid. void or unenforceable. this entire Agreement shall be null and void and of no force and effect wha'tBoever. 11.4 XnterDretation and GoverninQ Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed ~n interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof. 11.5 Section Headinas. All section headings and subheadings are inserted foC convenience only and shall not affect any construction or interpretation of this Agreement. 11.6 Sinaular and Plural. of any word includes the plural. As used herein, the singular 11.7 Joint and Several Obliqations. If at any time during the term of this Agreement the Property is owned. in whole or in part. by more than one OWNER. all obligations of such OWNERS under this Agreement shall be joint and several. and the default of any such OWNER shall be the default of all such OWNERS. Notwithstanding the foregoing. no OWNER of a single lot which has been finally subdivided and sold to such OWNER as a member of the general public or otherwise as an ultimate user shall have any obligation under this Agreement except as provided under Section 4 hereof. 11.8 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 11.9 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party. or the failure by a party to exercise its rights .upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter. 11.10 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 11.11 Force Ma~eure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God. fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the party's control. (including the party's empl'o~ment force), government regulations. court actions (such as restraining orders or injunctions), or other causes beyond the party's control. If any such events shall occur. the term of this Agreement and the time for performance by either party of any of its obligations hereunder may be extended by the written agreement of the parties for the period of time that such events prevented such~ performance. provided that the term of this Agreement shall not be extended under any circumstances for more than five (5) years. 11.12 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. -25- 11.13 Successors in Interest. The burdens of this Agreement shall be binding upon. and the benefits of this Agreement shall inure to. all successors in interest to the parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain 'from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property: (b) runs with the Property and each portion thereof: and. (c) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof. 11.14 Countergarts- This Agreement may be executed by the parties in counterparts. which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.15 Jurisdiction and Venus. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing. construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the.County of Riverside. State of California. and the parties hereto waive all provisions of law providing for the filing. removal or change of venus to any other court. 11.16 Pro~ect as a Private Undertakina. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development. that neither party is acting as the agent of the other in any respect hereunder. and that each party is an independent contracting entity with respact to the terms. covenants and conditions contained in this Agreement. No partnership. joint venture or other association of any kind is formed by this Agreement. The only relationship between COUNTY and OWNER is that of a government entity regulating the development of private property and the owner of such property. 11.17 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder Ln the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time. the other party shall promptly execute. with acknowledgement or affidavit if reasonably required. and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 11.18 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by COUNTY of its power of eminent domain. -26- 11.19 A~ent for Service of Process. In the event OWNER is not a resident of 'the State of California or it is an association, partnership or ~oint venture without a member, partner or )oint venturer resident of the State of California, or it is a foreign corporation, then in any such event, OWNER shall file with the Planning Director, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses~, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon OWNER. If for any reason service of such process upon such agent is not feasible, then in such event OWNER may be personally served with such process out of this County and such service shall constitute valid service upon OWNER. OWNER is amenable to the process so served, submits to the ~urisdiction of the Court so obtained and waives any and all objections and protests thereto. 11.20 Authority to Execute. The person or persons executing this Agreement on behalf of OWNER warrants and represents that he/they have the authority to execute this Agreement on behalf of his/their corporation, partnership or business entity and warrants and represents that he/they has/have the authority to bind OWNER to the performance of its obligations 'hereunder. IN WITNESS WHEREOF. the parties hereto have executed this Agreement on the day and Fear set forth below. COUNTY OF RIVERSIDE RK:re 41PLAN 10-2-88 Dated: ATTEST: GERALD A. MALONEY Clerk of the Board By Deputy (SEAL) Chairman. Board of Supervisors -27- OWNER: TAYLOR WOODROW HOMES CALIFORNIA. LIMITED, a California corporation Dated: By: Its: Dated: By: Its: (ALL SIGNATURES SHALL BE ACKNOWLEDGED BY A NOTARY PUBLIC. EXECUTION ON BEHALF OF ANY CORPORATION SHALL BE BY TWO CORPORATE OFFICERS.) -28- {ssm,} -, ll'l*lddll i ! lOol**l i I Development Agreement No. 26 EXHIBIT A 9 LEGAL DESCRIPTION OF THE PROPERTY THE LAND REFERRED TO BELOW IS SITUATED IN THE UNINCORPORATED AREA OF THE COUNTY OF RIVERSIDE. STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: PARCELS 1 THROUGH 6. INCLUSIVE. TOGETHER WITH LETTERED LOTS A THROUGH G. INCLUSIVE. AS SHOWN BY PARCEL MAP 22429. ON FILE IN BOOK 147 PAGES 14 THROUGH 19. OF PARCEL MAPS. RECORDS OF RIVERSIDE COUNTY. CALIFORNIA- O IVTR 23143/VTR 224301CZ 4814 · ?$.; I~.IW Z'I-'¢,/U"I/' t EXHIBIT B MAP SHOWING PROPERTY AND ITS LOCATION ~ LAND USE IIl.~t,l~C II 1 O ____ JI · · O' I' u,fI ,i | · '11 I T F FAR 4 ,e·l LOCATt~4C f Development Agreement No. 26 EXHIBIT C EXISTING DEVELOPMENT APPROVALS ZONING Ordinance No. 348.2936 (Zone Change No. 4814) LAND DIVISIONS 2. ~e~ting Tentative Tract Map No. 23143, Tract Map No. 22430. The development approvals listed above include the approved maps and all conditions of approval. COPIES OF THE EXISTING DEVELOPMENT APPROVALS LISTED ABOVE ARE ON FILE IN THE RIVERSIDE COUNTY PLANNING DEPARTMENT AND ARE INCORPORATED HEREIN BY REFERENCE. Development Agreement No. 26 EXHIBIT D EXISTING LAND USE REGULATIONS Riverside County Comprehensive General Plan as amended through Resolution No. 88-485. 10. 11. 12. Ordinance No. 340· Ordinance No. 348 as amended through Ordinance No. 348.2857. Ordinance No. 448 as amended through Ordinance No. 448.a. Ordinance No. 458 as amended through Ordinance No. 458.8. Ordinance No. 460 as amended through Ordinance No. 460.92. Ordinance No. 461 as amended through Ordinance No. 461.6. Ordinance No. 509 as amended through Ordinance No. 509.2. Ordinance No. 546 as amended through Ordinance No. 546.7a. Ordinance No. 547 as amended through Ordinance No. 547.5. Ordinance No. 555 as amended through Ordinance No. 555.15. Ordinance No. 617 as amended through Ordinance No. 617.1. 13. Ordinance No. 650. 14. Resolution No. 87-525 Establishing Procedures and Requirements for the Consideration of Development Agreements. as amended by Resolution No. 88-39 and Resolution No. 88-119.. COPIES OF THE EXISTING LAND USE REGULATIONS LISTED ABOVE ARE ON FILE IN TIlE RIVERSIDE COUNTY PLANNING DEPARTMENT AND ARE INCORPORATED HEREIN BY REFERENCE· Development Agreement No. 26 EXHIBIT E FEE CREDITS None. ATTACHMENT 8 FEES AND SECURITIES REPORT CITY OF TEMECULA ENGINEERING DEPARTMENT FEES AND SECURITIES REPORT TRACT MAP NO. 23143-1 DATE: September 4, 1992 IMPROVEMENTS FAITHFUL PERFORMANCE SECURITY Streets and Drainage $ Water $ Sewer $ TOTAL $ MATERIAL F, LABOR SECURITY 1,024,000.00 $ 512,000.00 193,500.00 $ 96,750.00 191,500.00 $ 95,750.00 1,409,000.00 $ 704,500.00 *linter~nce llte~tm (1Oil for ~ne 3m~r) *(or Bonds tf ~ofk ts c~pletad) $ 140,900.00 Monument Security City Traffic Signing and Striping Costs Fire Mitigation Fee RCFC Drainage Fee Due Signalization Mitigation Fee - SMD #9 Road and Bridge Benefit Fee Other Developer Fees { Quimby ) $ 38, 1 z~8.00 $ -0- $ 32,400.00 $ N/A $ 12,150.00 $ -0- $ 94,405.50 Planning Department Fee Comprehensive Transportation Plan Fee Plan Check Fee I nspection Fee Monument Inspection Fee $ $ $ $ $ 185.00 8.00 52,472.25 q6,843.00 1,907.00 Total Inspection/Plan Check Fees Less Fees Paid To Date (Credit) Total Inspection/Plan Check Fees Due $ $ $ 101,415.25 · 101,415.25 -0- ~GENDAS/ARO06 _,, ITEM NO. 10 A~FROVAL CITY OF TEMECULA AGENDA REPORT TO: City Council/City Manager FROM: Scott F. Field, City Attorney DATE: October 6, 1992 SUBJECT: Acquisition of Park View Property located North of Pauba Road between Margarita and Ynez Roads and Adjacent to the Rancho California Sports Park RECOMMENDATION: That the City Council approve: The acquisition of the Park View property located north of Pauba Road between Margarita and Ynez Roads, adjacent to the Rancho California Sports Park at the price of $1,650,000.00, with 30% down, and the Seller (Kemper) to take back a Note at prime interest plus 1%, amortized over 20 years, with balance to be paid in 5 years. o Authorize the Mayor to sign the Acquisition Agreement, in substantially the attached form, subject to the approval of the City Manager and the City Attorney as to the final form of the Agreement. Appropriate $1,655,000 (acquisition price plus closing costs) in the development impact fund from unreserved fund balance. 4. Adopt a resolution entitled RESOLUTION NO. 92- _ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING CERTAIN FINDINGS REGARDING CITY EXPENDITURES IN CONNECTION WITH THE ACQUISITION OF CERTAIN PROPERTY LOCATED IN TEMECULA NORTH OF PAUBA ROAD BETWEEN MARGARITA AND YNEZ ROADS, ADJACENT TO THE RANCHO CALIFORNIA SPORTS PARK DISCUSSION: The Parkview property is 56.6 gross acres, plus a small adjoining area of unknown size (50.92 acres net) located north of Pauba and west of Margarita. Zoning is Rural- Residential and a subdivision and zone change are currently being processed for 102 building lots. John Neet, the City's appraiser, appraised the Park View site property at $1,200,000.00. Kemper appraised it a $2,100,000.00. The proposed sale price splits the difference at ~1,650,000.00, subject to the following terms. 2. 3. 4. 30% down payment. Balance to be paid within five years. Amortization schedule of 20 years. Payments to be made quarterly. Kemper Development would also like, at their option, to have the payment secured by the offset of any development fees that they might owe the City. This is basically an optional payment plan which gives them comfort and security if the City should default on the quarterly payments. CONCLUSION: It is recommended that the City Council authorize the acquisition. FINANCIAL IMPACT: impact fund. It is necessary to appropriate $1,655,000 in the development ATTACHMENTS: Resolution Acquisition Agreement RESOL~ON NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING CERTAIN FINDINGS REGARDING CITY EXPENDITURES IN CONNECTION WITH THE ACQUISITION OF CERTAIN PROPERTY LOCATED IN TEMECULA NORTH OF PAUBA ROAD BETWEEN MARGARITA AND YNEZ ROADS, ADJACENT TO THE RANCHO CALIFORNIA SPORTS PARK WHEREAS, on January 27, 1992, the United States Department of the Treasury (the "Treasury") issued final regulations (Section 1.103.18) relating to the use of bond proceeds for the reimbursement of expenditures made prior to the date of issuance of bonds (the "Reimbursement Regulations"); and WHEREAS, under the Reimbursement Regulations, in general, if specified requirements are satisfied, the proceeds used for reimbursement are deemed to be spent on the date of reimbursement; and WHEREAS, if such requirements are not satisfied, then proceeds used for reimbursement will remain subject to the rebate, arbitrage and other rules relating to the tax- exemption until ultimately spent; and WHEREAS, the City of Temecula desires to acquire certain property in Temecula located north of Pauba Road between Margarita and Ynez Roads, adjacent to the Rancho California Sports Park for a total cost of approximately $1,650,000.00. The City further intends to reimburse itself for the cost of property from the proceeds of Bonds the City intends to issue (hereinafter referred to as the "Obligations"). The City intends to make expenditures relating to the purchase and development of the property in anticipation of issuance of the Obligations (collectively referred to as the "Expenditure"); and WHEREAS, in order to comply with the Reimbursement Regulations, the public interest and convenience require that the City officially declare its intent that the City reasonably expects to reimburse the Expenditure with proceeds of the Obligations; and NOW THEREFORE IT IS HEREBY RESOLVED, DETERMINED AND DECLARED by the City Council of the City of Temecula as follows: Section 1. The foregoing recitals are true and correct. Section 2. The City reasonably expects to reimburse the Expenditure with proceeds from the Obligations. The reimbursement of the Expenditure is consistent with the City's established budgetary and financial circumstances. There are no funds or sources of money of the City or any related person or commonly controlled entity, that have been, or reasonable expected to be, reserved, allocated on a long term basis or otherwise set aside to pay the costs of the property. Section 3. TMs Resolution is a declaration of City 's official intent under the Reimbursement Regulations. Section 4. The maximum principal amount of the. Obligations for which the Expenditure is made is reasonably expected to be $3,000,000.00. Section S. The proceeds from the Obligations are to be used for the Property. Section 6. The City Clerk shah certify the adoption of this Resolution and thenceforth and thereafter same shah be in full force and effect. PASSED, APPROVED AND ADOFrED this 8th day of September, 1992. ATI'EST: June S. Greek City Clerk [SEAL] Patricia H. Birdsall, Mayor AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND ESCROW INSTRUCTIONS THIS AGREEMENT is entered into this day of ,1992, by and between Temecula Community Services District, a municipal corporation formed under the laws of California ("District" or "Buyer"), and WHEREAS, the District is contiguous within the boundaries of the City of Temecula, California (the "City"), and was formed on December 1, 1989; WHEREAS, Seller owns Parcel Nos. located within the City of Temecula; of Parcel Map No. WHEREAS, Buyer requires the acquisition of Parcel No. 1 for the completion of said public facilities; WHEREAS, the purpose of this Agreement is to provide for the acquisition of Parcel No. _ by the District; and WHEREAS, had Buyer been unable to acquire the Property pursuant to this Agreement, it would have condemned the Property; NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. AGREEMENT TO SELL AND PURCHASE. In lieu of condemnation by Buyer· Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, upon the terms and for the consideration set forth in this agreement· all that certain real property, buildings· fixtures and personal property ("Property") located · identified as Assessor's Parcel No. and legally described as follows: [TO BE ADDED IN ESCROW] 2. PURCHASE PRICE. The total purchase price ("Purchase Price") shall be the sum of One Million Six Hundred Fifty Thousand Dollars ($1,650,000.00). The Buyer shall pay Four Hundred Ninety Five Thousand Dollars ($495,000.00) of the Purchase Price to be paid in cash at close of escrow. Seller shall take back a promissory note and trust deed in the form of Exhibits __ and __, respectively, for the remainder of the Purchase Price. Forrns\Perkvie w .egr - 1 - 3. CONVEYANCE OF TITLE. Seller agrees to convey by grant deed ("Grant Deed") to Buyer 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 Buyer. 4. TITLE INSURANCE POLICY. Escrow Agent (as defined below) shall, concurrently with the recording of the Grant Deed to Buyer, provide Buyer with a standard form ALTA Owner's Policy of Title Insurance in the amount of the Purchase Price, issued by Chicago Title Company ("Chicago"), showing the title to the property vested in Buyer, City of Temecula, a municipal corporation, subject only to the exceptions approved by Buyer pursuant to Paragraph 3. 5. ESCROW. Buyer and Seller agree to open an escrow in accordance with this Agreement at Rancho Temecula Escrow, located in Temecula, California ("Escrow Agent"). This Agreement, together with such standard provisions as may be required by the Escrow Agent, constitutes the joint escrow instructions of Buyer and Seller, and Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties herato agree to do all acts reasonably necessary to close this escrow. 6. DEPOSIT. Buyer will deliver to escrow a deposit of One Thousand Dollars ($1,000.00) by check upon opening of Escrow to apply to the Purchase Price. 7. DOCUMENTS SUPPLIED BY SELLER. Promptly after the opening of escrow, Seller, at Seller's expense, shall furnish Buyer with the following: (a) A preliminary title report on the Property issued by Chicago Title Company together with copies of all exceptions to title set forth in such report ("PTR"). (b) Copies of all contracts, agreements, understandings and commitments, with vendors, affecting any part of the Property, as disclosed in Exhibit A attached hereto. (c) All plans, specifications, as-built drawings (collectively, the "Plans") and any other information or documents in possession or control or available to Seller relating to the design and physical characteristics of the Property, and all permits relating to the operation of the Property ("Intangible Property"). (d) Original of all leases affecting the Property. (e) An Assignment of Leases and Security Deposits, duly executed by Seller assigning to Buyer all of Seller's right, title and interest, as lessor, under all of the Leases including a cash transfer of all security deposits and prepaid rents ("Assignment of Leases and Security Deposits".) (f) Seller shall deliver to Buyer Mechanics' Lien releases in form satisfactory to Buyer signed by each person who has provided labor or material to or on the Property within the ninety (90) day period prior to Close of Escrow. Forms\Parkvie w .agr -2- "'~ 8. CONDITIONS PRECEDENT TO CONSUMMATION OF SALE. Buyer's obligation to complete the purchase hereunder is conditional upon the following: (a) Approval by Buyer of the PTR; upon receipt of same Buyer to have fifteen (15) days to approve or disapprove the report; if Buyer shall disapprove or conditionally approve any item in the PTR, Seller shall, within fifteen (15) calendar days of receipt of such disapproval or conditional approval, advise Buyer in writing whether or not Seller shall cause to be eliminated any such disapproved item or items; if Seller elects to eliminate such disapproved item or items, the escrow shall remain open; if Seller elects not to eliminate such item or items, the escrow shall be canceled upon written notice from Seller to escrow; upon such termination, thereafter neither Buyer nor Seller shall have any further liability hereunder, except that Buyer shall be entitled to the prompt return of all funds deposited by Buyer with Escrow Agent; (b) Approval by Buyer of Leases, including any new Leases entered into during the escrow period. (c) Approval by Buyer of a Phase I environmental report, which will be obtained and paid for by Seller; (d) Buyer conducting a physical inspection of the Property, and approving the physical condition of the Property; (e) Performance by Seller, on 'or before the applicable time deadline, of each and all of its obligations pursuant to this Agreement; (f) Receipt and approval by Buyer of all documents listed under paragraph 7 hereof; (g) 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; (h) On the Closing Date, Chicago Title Company shall be ready, willing and able to issue to Buyer (or other entity selected by Buyer at least three (3) days prior to the Closing) its standard form ALTA Owner's Policy of Title Insurance insuring Buyer in the amount of the Purchase Price that good and marketable title to the Property is vested in Buyer subject only to the exceptions to title set forth in the PTR and approved by Buyer; (i) No destruction, damage or loss of or to the Property having occurred on or before the Closing Date from any cause or casualty whatsoever; (j) At any time or times before the Closing Date, Buyer may be allowed to inspect, and approve, in Buyer's sole and absolute discretion, the Property and to make any investigations Buyer or Chicago Title Company may desire with respect to the physical condition of the Property or any other aspect of the Property, including, without limitation, the environmental condition of the Property, the condition of title to the Property and all matters related to compliance of the Property with all applicable laws; Forms\Parkvie w .egr -3- 9. LInUIDATED DAMAGES. IN THE EVENT THAT SELLER SHALL HAVE PERFORMED ITS OBLIGATIONS PURSUANT TO ESCROW AS HEREIN PROVIDED, AND BUYER SHALL DEFAULT BY FAILING TO PAY THE PURCHASE PRICE AT CLOSE OF ESCROW THEN SELLER SHALL RETAIN THE ONE THOUSAND DOLLARS ($1,000.00) DEPOSIT AS LIQUIDATED DAMAGES, WHICH SUM THE PARTIES AGREE IS REASONABLE CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE SUM TO THE RANGE OF HARM TO SELLER THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT. PROOF OF ACTUAL DAMAGES COULD BE COSTLY OR INCONVENIENT. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE OCCURRENCE OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE. BUYER SELLER 10. NOTICES. All notices called for harein shall be in writing and shall be delivered to Seller, Buyer and Escrow Agent at the addresses set forth in this document. Notices shall be deemed delivered two (2) days after first-class mailing, or one day after facsimile or personal service. 11. OPENING AND CLOSING. (a) Agreement. Escrow shall be deemed opened upon full execution of this (b) Escrow Agent shall close escrow ("Close of Escrow") thirty (30) days or less after opening of escrow, or upon Buyer's approval of the environmental assessment required at Paragraph 8(c), or upon delivery of the Purchase Price from the District to the Buyer, whichever occurs lest. (c) Seller shall deliver or cause to be delivered to Buyer through escrow: 1. The Grant Deed as the Property in proper form duly executed and in recordable form conveying to Buyer fee title to the Property subject only to the exceptions approved by Buyer pursuant to Paragraph 3 hereof. 2. A standard form CLTA O wner's Policy of Title Insurance issued by Chicago Title Company in the full amount of the Purchase Price insuring title for Parcel No. 1 vested in Buyer subject only to the exceptions approved by Buyer pursuant to Paragraph 3 hereof. 3. All keys and combinations which give access to the Property and which are in Seller's possession, Forms\Parkview.agr -4- (d) Buyer shall deliver or cause to be delivered to Seller through escrow the Purchase Price as set forth in Paragraph 2. (e) Both parties shall execute and deliver through escrow any other documents or instruments which are reasonably necessary in order to consummate the purchase and sale of the Property. 12. 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. (b) Until the Closing, Seller shall maintain the Property in its present condition, ordinary wear and tear excepted. (c) Seller has no knowledge of any order or directive of any applicable Department of Building and Safety, Health Department or any other City, County, State or Federal authority, relating to the Property. (d) 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, or the improvements on the Property, 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 and the construction, completion and occupancy of improvements thereon including, but not limited to, compliance with any and all zoning, health, safety, building and fire regulations and the obtaining and compliance with any and all necessary permits, licenses and certificates of authority. (e) requirements. The Property is in compliance with all zoning and land use (f) Seller has no obligations to any finder or broker in connection with the sale of any or all of the Property. (g) Sellers are 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. To the best of Seller's knowledge, no Hazardous Materials have been incorporated into or used in constructing any improvements in or on the Property. As used in this Agreement, the phrase "Hazardous Materials" shall mean any hazardous, 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, flammable 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 Forms\Parkview .agr -5- ("Environmental Laws"). 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. (h) The Property consists of approximately acres (net) of land. (i) All of the documents, information and records provided by Seller to Buyer in accordance with this Agreement shall contain true and accurate information and do not omit any material fact. (j) 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. (k) All contracts, agreements, understandings and commitments, written or oral, with vendors, affecting any part of the Property, are disclosed in Exhibit A attached hereto. (I) 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, the construction of improvements thereon or the maintenance thereof ("Debts"). Buyer is not assuming any Debts. Seller will indemnify and defend Buyer from all actions relating to collection of Debts. 13. PRORATIONS AND EXPENSES. (a) Real Property taxes shall be prorated as of the date of Close of Escrow, based upon the latest tax bill available. Assessments of record shall be paid by Seller. Utilities, operating expenses and premiums for fire and extended coverage insurance on the Property, as handed to Escrow Agent, shall be prorated as of the date of Close of Escrow. Seller shall be responsible for the ALTA Title Insurance premium. (b) Buyer and Seller shall each pay one-half of the usual escrow fees, and Seller shall pay the usual recording fees and any required documentary transfer taxes. 14. POSSESSION. Exclusive possession of the Property shall be delivered to Buyer at Close of Escrow. 15: ATTORNEY'S FEES. In the event of any litigation between the Buyer and Seller, concerning this transaction, the prevailing party shall be entitled to reasonable attorneys' fees. Disputes shall be submitted to binding arbitration before the American Arbitration Association in Los Angeles, California. 16. FIR PTA. Seller shall deliver to Buyer 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). Forms~Parkview .agr -6- 17. RELEASE. (a) In consideration of the promises contained herein, Seller and its assigns and successors in interest do hereby release and discharge Buyer, its officers, .agents, employees and successors in interest, from any and all rights, claims, demands, and damages of any kind, known or unknown, asserted or unasserted, resulting from or related to the acquisition of the Property, including any claims for pre-condemnation damages. (b) Seller understands and agrees that all of its rights under Section 1542 of the Civil Code of California or any similar law of any state or territory of the United States, are hereby expressly waived. Said Section reads as follows: "Section 1542. General Release-Claims Extinquished. 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 by him, must have materially affected his settlement with the debtor." (c) Seller expressly warrants, represents, and agrees that in executing this Agreement, it does so with full knowledge of any rights which it has or may have with respect to the acquisition of the Property, and that it has received independent advice with respect to this Agreement. (d) Seller acknowledges that after entering into this Agreement, it may discover different or additional facts concerning the subject matter of this Agreement or its understanding of those facts. Seller, therefore, expressly assumes the risk of such facts being so different and agrees that this Agreement, shall in all respects, be effective and not subject to rescission, cancellation or termination by reason of any such additional or different facts. 18. ASSIGNMENT. Buyer may assign its rights under this Agreement or may designate a nominee to acquire title to the Property, provided, however, that any such assignment or designation shall not relieve Buyer of any of its obligations under this Agreement. 19. RISK OF LOSS'. Risk of damage, destruction or loss of the Property, prior to the Closing Date shall be borne by Seller. 20. MISCELLANEOUS PROVISIONS (a) This Agreement may be executed in any number of counterparts which together shall constitute the contract of the parties; (b) The paragraph headings herein contained are for purposes of identification only, and shall not be considered in construing this Agreement. Forms\Parkview.agr -7- (c) The contract resulting from the execution of this agreement by Buyer and Seller supersedes any and all agreements between Seller and Buyer regarding the Property. (d) The Temecula City Manager is authorized to execute all documents on behalf of Buyer necessary to implement this Agreement. (e) Time is of the essence in this Agreement. "SELLER" "BUYER" CITY OF TEMECULA By: By: Patricia H. Birdsall By: Mayor Address of Seller: APPROVAL AS TO FORM: By: Scott F. Field, City Attorney Address of Buyer: 43174 Business Park Drive Temecula, CA 92590 ATTEST: June S. Greek, City Clerk [SEAL] Forms\Parkview.agr -8- ~ ITEM NO. TO: FROM: DATE: SUBJECT: APPROVAL- CITY ATTORNEY CITY OF TEMECULA AGENDA REPORT City Council/City Manager Gary Thornhill, Director of Planning October 6, 1992 Ordinance Regulating Temporary Signs PREPARED BY: David W. Hogan, Associate Planner RECOMMENDATION: It is requested that the City Council: Introduce and read by title only an ordinance entitled: "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING PORTIONS OF ORDINANCE NO. 348 PERTAINING TO THE REGULATION OF TEMPORARY SIGNS"; and, Adopt a resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLISHING A FEE FOR THE PROCESSING OF PERMITS FOR TEMPORARY SIGNS". BACKGROUND: The City Council considered the proposed Ordinance Regulating Temporary Signs at it's August 11, 1992, meeting. During the Public Hearing, the Council received testimony from a number of persons both in support of and in opposition to the proposed Ordinance. The main points raised by the people supporting the proposed Ordinance were that: The proposed Ordinance represented a consensus of the Temporary Sign Committee and would improve the quality and image of th3 community while providing suitable opportunities for business identification. The main points raised by the people opposing the proposed ordinance were that: The Council should delay implementation of the proposed Ordinance for at least six months because of the hard economic times; and, · That local businesses need their temporary signs to stay in business. S~S~GNCOU~TEMPSC, N.2N~ 1 Following public testimony and Council discussion, the City Council provided the following direction to Staff: Amend the Ordinance to provide for a six month moratorium on implementation of the temporary sign regulations, except for temporary signs located in the public right-of- way and on vehicles, and bring it back for Council adoption in September; 2. Initiatea program to remove all temporary signs from the public right-of-way; 3. Add the new members to the Temporary Sign Committee; Have the Temporary Sign Committee reconsider possible standards for detached temporary signs and reconsider the allowable time periods for temporary signs; and, Return any recommended ordinance amendments to the City Council in about 6 months. DISCUSSION: Staff has worked with the City Attorney to amend the proposed Ordinance to allow the grandfathering of existing temporary signs on private property for a period of six months· Staff has also expanded the membership of the Temporary Sign Committee, and is in the process of scheduling another meeting. The Committee will discuss possible standards for detached temporary signs and to reconsider the allowable time periods for temporary signs. Once the Temporary Sign Committee has completed it's work, the recommended changes to the Ordinance will be presented to the Planning Commission and the City Council for their consideration. Old Town Staff is requesting additional direction from the Council regarding enforcement of temporary signs in Old Town. Adoption of the proposed temporary signs ordinance will not relieve the requirement for temporary signs in Old Town to be consistent with the Historic Preservation District Ordinance (Ord. 578). In effect since 1980, Ordinance 578 is intended to maintain the historic guidelines in Old Town. Temporary sign regulations for Old Town were included in the draft Ordinance reviewed by the City Council at it's August 11,1992, meeting. The proposed regulations were developed with the representatives of the Old Town Merchants Association and the Old Town Local Review Board and are in keeping with Ordinance 578. As with temporary signs citywide, no enforcement has been conducted in Old Town during the last year. Staff has analyzed the historic consistency provisions of Ordinance 578 and considered the instructions provided by the City Council concerning the enforcement of the proposed Ordinance Regulating Temporary Signs. Based upon this analysis, there appear to be three feasible alternatives. The three alternatives are as follows: Six-Month Moratorium; discontinue the enforcement of the historic consistency provisions of Ordinance 578 for temporary signs in Old Town for a six month period. Be Continue to enforce Ordinance 578; by requiring that all temporary signs in Old Town be reviewed and approved by the Local Review Board prior to their use. The proposed Ordinance Regulating Temporary Signs would not be implemented on private property in Old Town. Ce Continue to enforce Ordinance 578 and enforce the provisions of the Ordinance Regulating Temporary Signa; by amending Section 5 of the proposed Ordinance to remove the grandfather provision for temporary' signs in Old Town, and by implementing the provisions of the proposed Ordinance in the Old Town Area. Staff recommends Alternative A, the six month moratorium on the enforcement of the historic consistency provisions as they relate to temporary signs on private property in Old Town Temecula. The moratorium period will enable the Local Review Board and City Staff to finalize guidelines for temporary signage in Old Town, pursuant to the provisions of Section 19.10(B) of the proposed Ordinance Regulating Temporary Signs, and will enable the consultant preparing the Specific Plan to address temporary signage in Old Town as part of the design guidelines in the Old Town Specific Plan. CONCLUSION: In the event the City Council approves the proposed Ordinance with the provisions relating to grandfathering, no enforcement activities would occur for a period of six months after adoption of the Ordinance Regulating Temporary Signs. However, this clause does not apply to signs within the right-of-way and vehicle mounted signs. In addition, Staff recommends that the City Council provide additional direction on the issue of temporary signs in Old Town and instruct Staff to implement Alternative A; the six-month moratorium on the enforcement of the Ordinance Regulating Temporary Signs in Old Town· City Staff finds it likely that the proposed Ordinance Regulating Temporary Signs will probably be consistent with, and not interfere with the implementation of the City's General Plan and the Old Town Specific Plan once they are adopted. In addition, City Staff has determined that the ordinance as proposed is exempt from environmental review pursuant to Sections 15061 (b)(3) and 15024(a) of the California Environmental Quality Act because it would permit temporary signs for limited periods of time in existing commercial and service districts and therefore does not have the potential to cause an impact on the environment. Staff recommends that the City Council introduce and read by title only an ordinance entitled: "An Ordinance of the City Council of the City of Temecula amending portions of Ordinance No. 348 pertaining to the regulation of Temporary Signs" and adopt a resolution entitled: "A Resolution of the City Council of the City of Temecula Establishing a Fee for the Processing of Permits for Temporary Signs". ATTACHMENTS: 2. 3. 4. 5. 6. Ordinance Regulating Temporary Signs - page 4 Resolution Establishing a Fee for Processing a Temporary Sign Permit - page 16 August 11, 1992, City Council Agenda Report - page 18 Planning Commission Resolution No. 92- - page 19 July 6, 1992, Planning Commission Staff Report and Minutes - Page 22 April 20, 1992, Planning Commission Staff Report and Minutes - page 23 S~S/GNCOMM%~.2AR 3 ATTACHMENT NO. 1 ORDINANCE NO. 92-._ S~.SIGNC0iI~TEkI::~tGN, 3.AR 4 ATI'ACHMENT NO. 1 ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING PORTIONS OF ORDINANCE NO. 348 PERTAINING TO THE REGULATION OF TEMPORARY SIGNS The City Council of the City of Temecula does hereby ordain as follows: Section 1. Findings. The City Council of the City of Temecula hereby makes the following findings: A. That the City Council is authorized by Section 65850Co) of State Planning and Zoning Law, to adopt ordinances regulating signs and billboards; B. That there is a need to improve the eompetitiveness of service and commercial businesses and maintain the aesthetic quality of all areas in the City; C. That there is a need to provide specific and historically appropriate temporary signage in the Old Town area; D. That regulating temporary signage is an effective method to improve the aesthetic quality of all areas in the City; E. That the overuse of temporary signs results in visual clutter, the deterioration of the City's commercial and service districts, and the inefficient use of business advertising resources. F. That the City is proceeding in a timely fashion with the preparation of the general plan and that: 1. There is a reasonable probability that this Ordinance will be consistent with the general plan proposal now being considered and studied. 2. There is little or no probability of substantial detriment to or interference with the future general plan if this Ordinance is ultimately inconsistent with the plan. 3. There is little or no probability of substantial detriment to or interference with the future Old Town Specific Plan if this Ordinance is ultimately inconsistent with the plan. 4. That this Ordinance complies with all the applicable requirements of State law and local ordinances; and, s~sg~sco~xTm4nms.~t 5 O0n~n~ G. That pursuant to City Oxdinance 90-04, the City Council adopted by reference Riverside County Ordinance No. 348, which the Council has subsequently amended through various City Ordinances. ' Seelion 2. read as follows: Section 19.2 of Article XIX of Ordinance No. 348 is hereby amended to "t. "Temporary Sign" means a sign which is made of cloth, bunting, plastic, vinyl, poster board, painted windows, or other similar materials, and which is located on site of the business use or activity, and is erected or placed for a prescribed period of time to promote, advertise, announce, or provide the following information: ( 1 ) Designates, identifies, or indicates the name of the business, owner, or occupant of the premises where the sign is located; or, (2) Advertises the business conducted, the services available or rendered, or goods produced, sold, or available for sale upon the premises where the sign is located. For the purpose of this Ordinance, temporary signs do not include For Sale, Lease or For Rent Signs (which are regulated by Section 19.5), Temporary Political Signs (which are regulated by Section 19.7), or seasonal window displays than contain traditional holiday characters and messages and which are intended to create or enhance holiday character of an area and do not reference or display service available or rendered, or goods produced, sold or available for sale. u. "Promotional Sign" means a temporary sign intended to attract attention to a use or activity for a limited number of events as identified in this ordinance. v. "Window Sign" means any written representation, emblem or other character, or sign which is painted, attached, glued, or affixed to a window or is otherwise easily visible from the exterior of the building where the advertised product or service is available. w. "Interim Sign" means a temporary sign intended to provide interim signage while the permanent signage is being fabricated, repaired, or prepared for installation. x. "Special Event Sign" means a temporary sign for special community activities or seasonal events. By way of example only, such activities or events may include charitable and community fund raising events, Christmas tree sales, the tractor races, or the annual Temecula wine and balloon festival. y. "Grand Opening Sign" means a temporary sign, bearing the words "Grand Opening", or some similar message to announce the opening of a new business. z. "Temporary Sign Event" means any number of consecutive days, up to fifteen (15), for the display of any promotional sign. SXSU3NCOMMXTEJ~S~ON.2~R 6 aa. "Portable Sign" means a sign not designed to be attached to a building or painanent structure, vehicle or trailer. Examples of portable signs include, but are not limited to: A-Frames, aim known as sandwich boards, and T-Frames, also known as spring- loaded signs. bb. 'Vehicle Mounted Sign* means any temporary sign attached or mounted on any vehicle or trailer, whether or not the tires and wheels are still attached, and whether or not any such vehicle has an engine or other internal combustion machine contained within it. cc. 'Historic Old Town Temecula' means the area within the City of Temecula that is bounded by: Metcedes Street on the cut, 1st Street on the south, the channel of Murrieta Creek on the west, and the intersection of Moreno Road and Metcedes Street on the north. ' Section 3. as follows: Section 19.9 is ndded to Article XIX of Ordinance No. 348 and shall read "Section 19.9. TF. MPORARY SIGNS. No person shall erect, place, or install any temporary sign that is in violation of the pwvisions of this Article. A. Permit Required. A. Temporary Sign Permit shall be required prior to the placing, erecting, or installing of any promotional, special event, grand opening, or interim sign. All such temporary signs shall comply with the provisions of this ordinance and all other applicable laws and ordinances. An application for a permit shall be made on the forms and in the manner specified by the Director of Planning and shall be accompanied by the required fees or removal bond set by resolution of the City Council. The following procedure shall govern the application for, and issuance of, all temporary sign permits under this Article: 1. Within ten (10) working days of receipt of a completed application for a Temporary Sign Permit, the Director of Planning shall either: a. Issue the Temporary Sign Permit, if the sign(s) that is the subject of the application conforms in every respect with the requirements of this Article; or b. Deny the Temporary Sign Permit if the sign(s) that is subject of the application falls in any way to conform with the requirements of this Article. The Director of Planning shall specify in any denial the section or sections of the Article with which the sign(s) is inconsistent. 2. In addition to the temporary sign standards listed in this section, the Director of Planning may attach to any Temporary Sign Permit conditions of approval deemed necessary to ensure the compatibility with the surrounding area and to protect the public health, safety, or welfare. S~IONCOMMYr~MPSKB~.IAa 7 (10/06/92) B. Prohibitions. AH Temporary Signs not expressly permitted by this Ordinance are prohibit~l, including but not limited to the following: 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. Portable signs, including, but not limited to animals, human beings, A-Frames, T-Frames, and those of a similar nature locat~l in the public right-of-way or on public prol~ty. Portable signs, including, but not limited to animals, human beings, A-Frames, T-Frames, and those of a similar nature located on private property. Vehicle mounted signs. Pennants and sUeamen. Promotional signs, except as permitted by this Section. Inlza'im signs, except as permitted by this Section. Special event signs, except as permitted by this Section. Grand opening signs, except as permitted by this Section. Window signs occupying more than ten percent (10%) of the non-door window area, except as permitted by this Section. Flashing or rotating temporary signs. Temporary roof signs. Temporary signs on public property or in the public right-of-way, except as permitted under Section 19.9.E of this Ordinance. Temporary signs in Historic Old Town Temecula, except as permitted under Section 19.10 of this Ordinance. C. Promotional Signs. Promotional signs are permitted in the C-l, C-P, C-P-S, C-T, and M-SC zones and shall comply with the appropriate requirements listed below: 1. For each use or business activity; only one (1) promotional sign may be allowed, except that for a use or business activity with frontage on two or more arterial streets, up to two (2) promotional signs may be allowed. Window signs occupying more than ten percent (10%), and not greater than twenty five percent (25%) of the non-door window area shall be considered equivalent to one (1) promotional sign for purposes of this Section. 2. All promotional signs shall be attached to the building where the use or activity is located and shall comply with the following .-z:quirements: a. The maximum height of the top of any promotional sign shall not exceed the top of the eave line or parapet wall of the building where the use or activity is located. bs following requirements: The dimensions of any promotional sign shall not exceed any the (1) The surface area shall not exceed fifty (50) square feet. s~sKn~coho~rnm, smoN.2aa 8 (2) The height (vertical dimension) shall not exceed three (3) feet. (3) The width (horizontal dimension) shall not exceed sixty percent (60%) of the business or store frontage, whichever is smaller. 3. Promotional signs that are located on window surfaces shall not exceed twenty five percent (2595) of the non-door window area, exert that no permit shall be required for promotional window signs that cover ten perc.~t (1095) or less of the non-door window surface area. 4. The maximum duration for promotional signs, shall not exceed any of the following prescribed time periods: ao consecutive days); or, Up to two (2) consecutive Temporary Sign Events, (ie. thirty (30) b. A total of four (4) Temporary Sign Events per calendar year. D. Grand OIling. Interim and ~.iz~l F. vent Sil, ns. Grand opening, interim, and special event signs are permitted in the C-l, C-P, C-P-S, C-T, and M-SC zones and shall comply with the appropriate requirements listed below: 1. For each use or business activity; up to one (1) sign may be allowed. Except for a use or business activity with frontage on two or more arterial streets, then up to two (2) signs may be allowed. 2. Grand opening signs may be permitted once in the first ninety (90) days of business operation. 3. Interim signs are for interim and emergency purposes and shall contain only the business name and logo. 4. Special event signs for special events shall be located close to the activity or event being advertised. :5. Signs for communitywide events and activities, such as the Tractor Races or the Temecula Wine and Balloon Festival, are allowed only on the site of the proposed event and are issued only to the organization or individuals organizing or promoting the event. 6. All Grand opening, interim and special event signs shall be attached to the building where the use or activity is located and shall comply with the following requirements: a. The maximum height of the top of any sign shall not exceed the top of the eave line or parapet wall of the building where the use or activity is located. S~SIGNCOMMYI'EM~SION.2AR 9 (10/06/92) b. The dimensions of any sign shall not exceed any the following requirements: (1) The surface area shall not exceed thirty (30) square feet. (2) The height (vertical dimension) shall not exceed three (3) (3) The width (horizontal dimension) shall not exceed fifty percent (50%) of the business or store frontage, whichever is smaller. c. Grand opening, intexim and special event signs may be allowed for any period up to forty-five (45) days. The Director of Planning may allow one time extension, for any period up to thirty CH)) days, with good cause. It is the re~onsibility for the proponent of the extension to justify why the extension is appropxlate. E. Hardship Provision. The Director of Planning may approve a Hardship Situation Temporary Sign Permit in cases of extreme hardship and unusual circumstances relating to the property where the business is located, including off-site construction activities that may disrupt the public's access to the business. Hardship Situation Temporary Signs shall be granted only when, because of special circumstances applicable to the propcrty, the strict application of the Temporary Sign Ordinance deprives the property of privileges enjoyed by other property in the vicinity and under the identical zoning classification. 1. The proponent of a request for a hardship situation temporary sign shall be responsible for clearly demonstrating that an extreme hardship and unusual circumstance exists, and that the extreme hardship and unusual circumstances warrants the approval of a hardship situation temporary sign, and that strict implementation of the Temporary Sign Ordinance deprives the property of privileges enjoyed by other property in the vicinity and under the identical zoning classification. 2. The Director of Planning may issue a Temporary Sign Permit for a hardship situation for any period up to six (6) months. Determination of the number, size, and location of temporary signs for hardship situations shall be at the discretion of the Director of Planning. 3. Any hardship temporary sign permit issued shall be condifioned to ensure that said permit does not constitute a grant of special privilege inconsistent with the limitations upon other properties in the vicinity and in the same zone, to ensure compatibility with the surrounding area and to protect the public health, safety or welfare." Section 4. as follows: Section 19.10 is added to Article XIX of Ordinance No. 348 and shall read "Section 19.10. TF-MPORARY SIGNS IN HISTORIC Ol .r} TOWN TF. MFCUI .A. No person shall erect, place or install any temporary sign in Historic Old Town Temecula in violation of the provisions of this Article. A. Permit Retired. A Temporary Sign Permit shall be required prior to the placing, erecting, or installing of any promotional, special event, grand opening, or interim sign. All such temporary signs shall comply with the provisions of this ordinance and all other applicable laws and ordinances. An application for a permit shah be made on the forms and in the manner specified by the Director of Planning and shall be accompanied by the required fees or removal bond set by resolution of the City Council. The following procedure shall govern the application for, and issuance of, all temporary sign permits under this Article: 1. Within ten (10) working days of receipt of a completed application for a Temporary Sign Permit, the Director of Planning shall either: a. Issue the Temporary Sign Permit, if the sign(s) that is the subject of the application conforms in every respect with the requirements of this Article; or b. Deny the Temporary Sign Permit if the sign(s) that is subject of the application fails in any way to conform with the requirements of this Article. The Director of Planning shall specify in any denial the section or sections of the Article with which the sign(s) is inconsistent. 2. In addition to the temporary sign standards listed in this section, the Director of Planning may attach to any Temporary Sign Permit conditions of approval deemed necessary to ensure thc compatibility with the surrounding area and to protect the public health, safety, or welfare. B. Old Town Local Review Board. The Director of Planning is hereby authorized to consult with the Old Town Local Review Board to prepare any supplemental requirements regulating the size, shape, materials, color, or character of temporary signs' in Historic Old Town Temecula that the Director deems necessary to maintain the character of Old Town. C. Prohibitions. All Temporary signs not expressly permitted by this Ordinance are prohibited, including but not limited to the following: 4. 5. 6. 7. 8. 9. 10. Portable signs, including, but not limited to animals, human beings, A-Frames, T-Frames, and those of a similar nature located in the public right-of-way or on public property. Portable signs, including, but not limited to animals, human beings, A-Frames, T-Frames, and those of a similar nature located on private property. Vehicle mounted signs. Pennants and streamers. Promotional signs, except as permitted by this Section. Interim signs, except as permitted by this Section. Special event signs, except as permitted by this Section. Grand opening signs, except as permitted by this Section. Window signs occupying more than ten percent (10%) of the non-door window area or six (6) square feet, whichever is greater. Flashing or rotating temporary signs. 11. 12. 13. Off-site temporary signs. Temporary roof signs. Tcmporazy signs on public propaty or in the public fight-of-way. D. Promofionol ~iim.e in Historic Old Town Temec, ls. Promotional signs in Historic Old Town Temecula are penhitter in the C-l, C-P, C-P-S, and M-SC zones and shall comply with the requirements listed below: may be allowed. For each use or business activity; up to one (I) attached promotional sign 2. Promotional signs in Historic Old Town Temecuh shall be attached to the building where the use or business activity is located and shall comply with the following requirements: a. The maximum height of the top of any temporary sign shall not exceed the top of the eave line or ~ wall of the building where the use or activity is located. No promotional sign shall be erected or placed so as to interfere with normal pedestrian and vehicular traffic. b. The surface area shah not exceed twelve (12) square feet. c. Promotional signs shall be made of non-glossy material with a fabric or cloth-like appearance and shall use dull, non-primary, non-fluorescent, and non- iridescent colors. 3. The maximum duration for any promotional sign, for.any business use or activity, shall not exceed any of the following standards: am consecutive days); or, Up to two (2) consecutive Temporary Sign Events, (ie. thirty (30) b. A total of four (4) Temporary Sign Events per calendar year. E. Grand Opening. Interim nnd Special F. vent Signs in Historic Old Town Temecula. Grand opening, interim, and special event signs in Historic Old Town Temecula are permiUed in the C-I, C-P, C-P-S, and M-SC zones and shall comply with the requirements listed below: 1. For each use or business activity; up to one (1) grand opening or interim sign may be allowed. 2. Grand opening signs are permitted once in the first ninety (90) days of business operation. 3. Interim signs are for interim and emergency purposes and shall contain only the business name and logo. msma,~o~'r~.m~m~.z,,a 12 ooro6/~ 4. Special event signs for special events shah be located close to the activity or event being advertised. 5. Signs for communitywide events and activities, such as the Tractor Races or the Temecula Wine and Balloon Festival, are allowed only on the site of the proposed event and are issued only to the organization or individuals organizing or promoting the event. 6. Grand opening, interim and special event signs in Historic Old Town Temecula shall be attached to the building where the use or activity is located and shall comply with the following requirements: a. The maximum height of the top of any sign shall not exceed the top of the eave line or parapet wall of the building where the use or activity is located. b. The dimensions of any grand opening, interim or special event signs shall not exceed a surface area of twelve (12) square feet. c. Shall be made of non-glossy material with a fabric or cloth-like appearance and shall use dull, non-primary, non-~uorescent, and non-iridescent colon. d. Grand opening, interim and special event Signs may be allowed for any period up to. forty-five (45) days. The Director of Planning may allow one time extension, for any period up to thirty (30) days, with good cause. It is the responsibility of the proponent of the extension to justify why the extension is appropriate. F. Hardship Provision. The Director of Planning may approve a Hardship Situation Temporary Sign Permit in Historic Old Town Temecula in cases of extreme hardship and unusual circumstances relating to the property where the business is located, including off-site construction activities that may disrupt the public's access to the business. Hardship Situation Temporary Signs shall be granted only when, because of special circumstances applicable to the property, the strict application of the Temporary Sign Ordinance deprives the property of privileges enjoyed by other property in the vicinity and under the identical zoning classification. 1. The proponent of a request for a hardship situation temporary sign shall be responsible for clearly demonstrating that an extreme hardship and unusual circumstance exists, and that the extreme hardship and unusual ci~umstances wan'ants the approval of a hardship situation temporary sign, and that strict implementation of the Temporary Sign Ordinance deprives the property of privileges enjoyed by other property in the vicinity and under the identical zoning classification. 2. The Director of Planning may issue a Temporary Sign Permit for a hardship situation for any period up to six (6) months. Determination of the number, size, and location of temporary signs for hardship situations shall be at the discretion of the Director of Planning. 3. Any hardship tesnpo,,uy sign permit issued shall be conditioned to ensure that said permit does not constitute a grant of special privilege inconsistent with the limitations upon other propestles in the vicinity and in the same zonc, to ensure compatibility with the surrounding area and the Old Town Specific Plan, and to protect the public health, safety or welfare. ' Section $. Grandfather Clause Those temporary signs established prior to the Effective Date of this ordinance, with the exception of those temporary signs described in Section 19.9(B)(1), O) and (13), and Section 19.10(C)(1), (3) and (13), are hereby grandfathered and permitted through April 13, 1993. After said date, no temporary signs may be established Section 6. Violations It shall be unlawful for any person to viohte any provision of this ordinance. Any person violating any provision of this ordinance shall be deemed guilty of an infraction or misdemeanor as hereina~cr specified. Such person shall be deemed guilty of a separate offense for each and every day or portion thereof during which any violation of any of the provisions of this ordinance is committed, continued, or permitted. Any person so convicted shall be, (1) guilty of an infraction offense and punished by a fine not exceeding One Hundred Dollars ($100.00) for a first violation; and (2) guilty of an infraction offense and punished by a fine not exceeding Two Hundred Dollars ($200.00) for a second infraction. A third and any additional violation shall constitute a misdemeanor offense and shall be punishable by a fine not to exceed One Thousand Dollars ($1,000.00) or six (6) months in jail, or both. Notwithstanding the above, a first offense may be charged and prosecuted as a misdemeanor. Payment of any penalty herein shall not relieve a person from the responsibility for correcting any violation. Section 7. Severability The City Council hereby declares that the pwvisions of this Ordinance are severable and if for any reason a court of competent jurisdiction shall hold any sentence, paragraph, or section of this ordinance to be invalid, such decision shall not affect the validity of the remaining parts of this ordinance. Section 8. CF-OA Compliance The City Council finds that the regulation of temporary signs in existing commercial, industrial, and retail zones has no possibility of having a significant impact on the environment. As a result, the adoption of these regulations is exempt from environmental review pursuant to the provisions of Section 15061Co)(3) of the State CEQA Guidelines prepared pursuant to Section 21083 of the California Enviwnmental Quality Act, as mended. Section 9. l~.ffectivc r~ate 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 and cause copies of this Ordinance to be posted in three designated posting places. PASSED, APPROVED, AND ADOFrED, this day 6th day of October, 1992. PATRICIA H. BIRDSALL MAYOR ATTEST: June S. Greek, City Clerk [SEAL] SXSK~qCOm~qXTE~WSm~q.2aU 15 O0t06~ ATTACHMENT NO. 2 RESOLUTION A'I'I'ACHMENT NO. 2 RESOL~ON NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TI~IECULA ESTABLIs~HING A FF-F, FOR THE PROCESSING OF PERMITS FOR TEMPORARY SIGNS WHEREAS, the City Council adopted Ordinance 92- regulating the use of Temporary Signs; and WHEREAS, it is the desire of the City Council to establish a fee which does not exceed the cost of processing temporary sign permits; and WHEREAS, it has been determined that $20.00 is a fee that does not exceed the cost of issuing permits for temporary signs. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. The City of Temecula hereby adopts $20 as its fee for the issuance of Temporary Sign Permits. Section 2. This Resolution shall go into effect concurrently with the effective date of Ordinance 92- __, entitled "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING PORTIONS OF ORDINANCE NO. 348 PERTAINING TO THE REGULATION OF TEMPORARY SIGNS". Section 3. The City Clerk shall certify the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED, this day 6th day of October, 1992. PATRICIA H. BIRDSALL MAYOR ATFEST: June S. Greek, City Clerk [SEAL] s~.co.~m.m..u. 17 ATTACHMENT NO. 3 AUGUST 11, 1992 CITY COUNCIL AGENDA REPORT TO: FROM: DATE: SUBTECT: APPROVAL CITY ATTORNEY FINANCE OFFICER CITY MANAGER CITY OF ~ AGENDA I~PORT City Council/City Manager Planning Depaxtment August 11, 1992 Ordinance Regulating Temporary Signs PREPAREB BY: Gary Thornhill, Director of Planning RECOMMENDATION: It is requested that the City Council: ADOPT the attached ordinance entitled: "AN ORDINANCE OF THY-CITY COUNCIL OF TIff- CITY OF TEMECULA AMENDING PORTIONS OF ORDINANCE NO. 348 PERTAINING TO ~ REGULATION OF TEMPORARY SIGNS." and ADOPT the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLIS~G A FF, R FOR THE PROCESSING OF PERMITS FOR TI2VlI~RARY SIGNS". BACKGROUND: In August, 1991, City Staff conducted enforcement activities against illegal temporary signs in commercial areas of the City. The enforcement campaign resulted in letters of violation being sent to a large number of business owners who had erected banners, sandwich boards, and other illegal temporary signs. The City's enforcement efforts resulted in numerous complaints from the local business community. As a result of these complaints, a committee of business people and City Staff was established to develop appropriate standards for temporary signs. The Temporary Sign Committee met four times between December, 1991, and June, 1992, and the Old Town Temporary Sign Working Group met in June, 1992 to discuss appropriate sign standards. SXSIGNCOMM~TF. MPSIGN .AR 1 DISCUSSION: It is Staff s opinion that the proposed ordinance, represents a consensus of the members of the Temixnm'y Sign CommiRee and the Old Town Temporary Sign Working Group who attended the meetings. Because the proposed ordinance represents a consensus, not all of the Committee and Working Gwup members were in complete agreement with every pwvision. However, when taken as a whole, they are generally satisfied with the proposed ordinance. The standards in the proposed ordinnnce provide simple and concise standards that will enable over-the-counter permitting and a minimal permit fee. The provisions of the proposed ordinance are described in the matrices contained in Attachments 1 and 2. Attachment 1 disphys the temporary sign standards for the areas outside of Old Town. Attachment 2 contains the temporary sign standards for historic Old Town Temecuh. The other main theme was for an inexpensive permit fee W accompany the simplified permitting process. As a result, City Staff recommends that a minimal permit fee for each temporary sign application be established. Staff recommends that a permit processing fee of $20 be established by the City Council. The attached Resolution establishes a $20.00 fee for attached temporary signs. The only significant area of disagreement within the Temporary Sign Committee, was the question of whether or not to allow temporary signs that are detached fwm the building where the business use is located. After lengthy discussions, the Committee was unable to arrive at a consensus on the standards or criteria for detached temporary signs. As a result, Staff did not include detached temporary signs in the proposed ordinance because of the hck of clear Committee agreement on the what the standards should be, the complexity of the permitting and enforcement processes, and the potential liability pwblems which could occur with detached temporary signs. To date, the City Planning Department has received four letters commenting on the issue of temporary signs and the proposed Ordinance. The first letter is from the Temecula Valley Chamber of Commerce stating that it supports the proposed ordinance. The second letter was sent to City Manager David Dixon by Donald M. Clark: an area resident and operator of three Wendy's restaurants in Los Angeles. He stated that he did not believe that temporary signs axe the solution to the business pwblems in Temecuh. The third letter is from James Futcher, owner of the Subway Sandwich Shop and member of the Temporary Sign Committee, stating his support of the pwposed ordinance. The fourth letter is from Mr. Greg Treadwell, the owner of Granny's Bakery and member of the Temporary Sign Committee, opposing the proposed ordinance. CONCLUSION: The ordinance as proposed represents a collaboration of the public and private sectors and is a consensus of the members of the Temporary Sign Committee, the Old Town Merchants Associate and the Old Town Local Review Board who attended the various meetings. S~iGNCOMMXTF. MI~IGN.AR 2 The proposed Ordinance Regulating Temporary Signs would add Sections 19.9 and 19.10, to Article XIX (Advertising Regulations) of Ordinance 348, and provide standards to: · Allow appropriate types of temporary signs; · ' Establish special standards for temporary signs in Old Town; · Provide for a simplified and strenmlined permit process; and, · Authorize the fee for Temporary Signs Permits. The ordinance as proposed does not apply to real estate for sale, lease or for rent signs, temporary political signs, or ambient air balloons. These signs are already regulated by the provisions Article XIX. Staff finds it probable that the proposed Ordinance Regulating Temporary Signs will probably be consistent with, and not interfere with the implementation of the City' s General Plan and the Old Town Specific Plan when they are adopted. In addition, City Staff has determined that the ordinance as proposed is exempt from environmental review pursuant to Section 15061Co)(3) of the California Environmental Quality Act because it would permit temporary signs for limited periods of time in existing commercial and service districts and therefore does not have the potential to cause an impact on the environment. Staff recommends that the City Council approve the Ordinance Regulating Temporary Signs for First Reading and approve the Resolution establishing the fee for the processing Temporary Sign permits. ATTACHMENTS: , 6. 7. 8. Temporary Sign Matrix - page 4 Temporary Sign Matrix for Historic Old Town - page 5 April 20, 1992, Staff Report for the proposed Ordinance Regulating Temporary Signs - page 6 July 6, 1992, Staff Report for the proposed Ordinance Regulating Temporary Signs - page 7 Planning Commission Resolution No. 92- - page 8 Ordinance Regulating Timporary Signs - page 11 Ordinance No. 348, Article XIX (Advertising Reguhtions) - page 22 Resolution Establishing a Fee for Processing a Temporary Sign Permit - page 23 $x. SIGNCOMM~TE/vtPSIGN-AR 3 CITY COUNCIL MINUTES AUGUST 11, 1992 I-I,.-~F'- rirdsall opened the public hearing at 7:25 P.M. It was moved by Councilmeml0er, .-.kk.t,~.ullUec(' 6y Councilmember Lindemans to continue Vestina Ten,~ti~u } ~ct k/lap 25320 and LI fa~./I "* 7one 5631 to the meeting ,t,f ^,~.~,uS[ .-no, 1992. The motion was unanimously carried. 18. Ordinance Regulating Temoorarv Signs Gary Thornhill presented the staff report. Councilmember Parks asked if banners were permitted under the Ordinance. Gary Thornhill advised that they are permitted, as long as they are attached to the building. Councilmember Lindemans asked what the make-up of the ad-hoc committee was, and if the Chamber reviewed all the documents prior to endorsing the ordinance. Gary Thornhill advised that there were four ad-hoc committee meetings with representatives from real estate, sign businesses, restaurants, the Chamber of Commerce and several others. He added that there was not consistent attendance at all of the meetings. John Meyer added that the ordinance was reviewed and approved by one of the Chamber's sub-committees. Mayor Birdsall opened the public hearing at 7:45 P.M. Robert Scott, 28535 Front Street, Temecula, stated he agrees that signs should not be on sidewalks, but feels the ordinance will hinder businesses. Mike O'Donnell, 29760 Rancho California Road, Temecula, representing Bob Newsom, C-21 Newsom, read a letter Mr. Newsom addressed to the Council in opposition to the proposed ordinance. In his letter, Mr. Newsom requested postponing the ordinance until there are signs of an end to the recession. Roni Graves, 31040 Via Norte, Temecula, stated that she was part of the ad-hoc committee, however, on the day the ordinance was voted on, the three realtors on the committee were not notified of the meeting. Ms. Graves stated that under the circumstances of the current recession, adoption of the ordinance should be postponed for a minimum of six months. When asked what she felt should be allowed, Ms. Graves stated that A-Frame signs should be allowable. She added that the visibility of the building was important when determining the allowable signage. Gary Thornhill clarified that most of the banners and temporary signs in the City are and have been illegal; however, this proposed ordinance allows signs that are not CCMINB/I 1192 -6- 912192 """ CITY COUNCIL MINUTES AUGUST 11, 1992 allowed under the existing ordinance. City staff has not been enforcing the sign ordinance at the direction of the City Council. Kenneth McKee, 41900 Moreno Drive, Temecula, representing Motel 6, expressed opposition to the time limits on the permit, Costas St. John, 28690 Front Street, Temecula, stated that because the present economic situation, all forms of advertisement should be allowed for a two year period. William Hepburn, 31130 South General Kearney Road, Temecula, stated that he felt the businesses need all the help they can get and suggested that the banners read "Shop Temecula First". Mike Thesing, 20391 Via Brisa, Temecula, concurred with the previously expressed opposition to the ordinance. Greg Treadwell, 27300 B. Jefferson, Temecula, expressed concern that the ordinance will have negative impacts on the already unstable local business industry. Mr. Treadwell added that if the ordinance is approved, all business should adhere to the policy. Mayor Birdsall declared a recess at 8:00 P.M. The meeting was reconvened at 8:15 P.M. Bob Richardson, 29760 Rancho California Road, Temecula, stated that it was very important to allow new business owners a fair chance to advertise their businesses. Gary Bigge, 4525 Catelar Street, San Diego, representing Burger King, stated that a lot of the local business are struggling in this recession, and it is his opinion that the banners increase his business. Lou Kashmere, 29115 Front Street, Temecula, suggested that the City hire a consultant to draft a sign motif for use on banners. Jim Futcher, 27625 Jefferson, Temecula, owner of two local Subway Sandwich Shops, advised that he volunteered to serve on the ad-hoc committee. At the meetings there was consensus to eliminate A-Frame signs, but not to eliminate banners that are not affixed to buildings. Mr. Futcher added that he felt the ordinance was appropriate. Joan Tussing, owner of Fast Signs, advised that she served on the ad-hoc committee and expressed her appreciation for the planning staff's consideration of the business community. Ms. Tussing suggested a six month moratorium on enforcement to allow the businesses to seek appropriate signage. Carol Gamboni, 28535 Front Street, Temecula, expressed her opposition to the ordinance. CCM~8/11/92 -7- 912192 CITY COUNCIL MINUTES AUGUST 11.1992 Councilmember Mu~oz stated that many of the signs are in the public right-of-way which creates a liability for the City and these signs should be removed immediately. He also agreed that signage should be addressed at project approval to ensure that businesses are adequately advertised by "kiosk" signs or marquee. Councilmember Lindemans agreed that any sign in the public right-of-way is an immediate hazard to the City and should be moved. Councilmember Lindemans suggested a moratorium of one year, with signs in the public right-of-way and vehicle mounted to be removed immediately. Councilmember Moore stated that she felt the ordinance was very liberal. Councilmember Parks stated he would like to see a six month delay on enforcement, the sixty days of banner advertisement per year was not enough, and asked that staff determine conditions where free-standing signs and banners could be allowed. Councilmember Mur~oz stated that he would agree to doubling the duration period for banners. City Attorney Scott Field advised the Council that he felt it is was important to take action at this time on the ordinance. It was moved by Councilmember Parks, seconded by Councilmember Lindemans to return this matter to staff with instructions to review and provide a grandfather approval for existing signs for a period of six months and review the time limits proposed; implement enforcement of the two restrictions on signs posted in the right- of-way or vehicle mounted; and study and bring back a recommendation where free- standing signs, A-Frame signs and banners may be used. The motion was carried as follows: AYES: 4 COUNCILMEMBERS: Lindemans, Mur~oz, Parks, Birdsall NOES: 1 COUNCILMEMBERS: Moore Final Listino of Potentially Hazardous Buildin{is Tony Elmo pres~,.;~ the staff report. Mayor Birdsall opened the public h - ' 9:30 P.M. It was moved bv r'e ' ember Lindemans to CCMINall 1192 -8- 912/92 ~ ATTACHMENT NO. 4 PLANNING COMMISSION RESOLUTION ATFACH1V~NT NO. 4 RESOLUTION NO. P.C. 92-031 AN ORDINANCE OF THE PIANNING COMI~gSION OF THE CITY OF TEMECULA AMENDING PORTIONS OF ORDINANCE NO. 348 PERTAINING TO THE REGULATION OF TEMPO~Y SIGNS. WHEREAS, City Ordinance No. 90-04 adopt~l by reference cerUtin portions of the non- codi~ed Riverside County Ordinances, including Ordinance No. 348 ("Land Use Code"); and WHEREAS, such regulations do not contain adequate provisions for the use of temporary signs; and WI1EREAS, the City of Temecula desires to regulate the use of temporary signs and to protect the health, quality of life, and the environment of the residents of Temecula; and WHEREAS, notice of the proposed Ordinance was posted at City Hall, County Library, Rancho California Branch, the U.S. Post Office and the Temecula Valley Chamber of Commerce; WHEREAS, public hearings were conducted on April 20, and July 6, 1992, at which time interested persons had an opportunity to testify either in support or opposition; and NOW, THEREFORE, THE PLANNING COMMISSION OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. That the Planning Commission of the City of Temecula hereby finds that the proposed Ordinance Regulating Temporary Signs will provide for the establishment of regulations for temporary signs in a fair and equitable manner. Section 2. That the Planning Commission of the City of Temecula further finds that the proposed Ordinance Regulating Temporary Signs will probably be consistent with the Old Town Specific Plan when it is adopted. Section 3. That the Planning Commission of the City of Temecula further finds that the proposed Ordinance Regulating Temporary Signs will probably be consistent with the General Plan when it is adopted. Section 4. That the Planning Commission of the City of Temecula further finds that the proposed Ordinance Regulating Temporary Signs does not have the potential to cause a significant impacts on the environment and has determined that the project is exempt from California Environmental Quality Act, as amended, pursuant to Section 15061 (b) (3). Section S. That the Planning Commission of the City of Temecula hereby recommends to the City Council that the Council adopts the proposed Ordinance Regulating Temporary Signs. The Ordinance is incorporated into this Resolution by this reference and marked Attachment "2' for identification. PASSED APPROVED AND ADOPTED this 6th day of July, 1992. IOHN E. HOAGLAND CHAIRMAN I HEREBY 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 6th day of July, 1992 by the following vote of the Commission: AYES: NOES: ABSENT: COMMISSIONERS: Blair, Fahey and Hoagland COMMISSIONERS: COMMISSIONERS: Ford and Chiniaeff · ~,co..~m.,m..u. 21 ATTACHMENT NO. 5 JULY 6, 1992 PLANNING COMMISSION STAFF REPORT AND MINUTES STAFF BEPORT - H,ANNING CITY OF TEMECULA PLANNING COMMISSION July 6, 1992 Case No.: Ordlngnce RekqlhRing Temporary Signs Pl~pared By: David Hogan RECOMMENDA~ON: ADOPT Resolution No. 92- ordinance cntitlcd: recommending adoption of an "AN ORDINANCE OF THE CrrY COUNCIL OF THE CEY OF TEMECLrLA AMENDING PORTIONS OF ORDINANCE NO. 348 PERTAINING TO THE REGULATION OF TEMPORARY SIGNS." APPLICATION INFORMATION APPLICANT: City Of Tcmecula PROPOSAL: An Ordinance Establishing Standards for Temporary Signs. LOCATION: Citywide BACKGROUND Beginning in early August, 1991, City Staff conducted enforcement activities against illegal temporary signs in commercial areas of the City. The enforcement campaign resulted in letters of violation being sent to a large number of business owners who had erected banners, sandwich boards, and other illegal temporary signs. Because of the large number of complaints about the City's decision to enforce the Sign Ordinance, the City established a committee of business people and City Staff to develop appropriate standards for temporary signs. The Temporary Sign Committee's initial standards for temporary signs was presented to the Planning Commission on April 20, 1992. The April 20th Staff Report is contained in Attachment 1. At the April 20th meeting, the Planning Commission received public testimony on the proposed Ordinance Regulating Temporary Signs. The issues raised during public testimony are as follows: That the proposed ordinance should balance the needs of community as a whole with the needs of the small business community during these hard economic times; S',~TAFFRPT~TEMP$1ON.2PC I · The City should continue it's moratorium on enforcement of the current sign ordinance; · That there is a need to clean-up temporary signs in the City; · The importance of maintaining attractive and orderly commercial axeas; · That them is a need for special temporary sign standards in Old Town; and, · That there is a need to allow temporary signs in special hardship situations. Based upon this public testimony, the l~!nnning Commition requested that City Slnff meet with the other members of the Temporary Sign Committee and discuss the following items: The hardship provision to allow temporary signs during public project construction; The feasibility of and possible standards for detached temporary signs; and, Any special standards for temporary signs in Old Town. 2. 3. DISCUSSION The Temporary Sign Committee met on June 3, 1992, and discussed these three topics. The first item discussed by the Committee related to hardship situation signs. The Committee agreed that these signs are needed when major public construction disrupts normal public access to a shopping center or single business. The pwposed ordinance allows the Director of Planning the discretion to determine the appropriate size, number and location of the permitted signs. The Committee also agreed that hardship situation signs are not a cure for poor shopping center access or parking area design. Staff concurs with the Committee's consensus and has included this provision in the proposed ordinance. The second item discussed by the Temporary Sign Committee was the feasibility, desirability, and possible standards for detached temporary signs. As a result of this discussion, the Committee arrived at a consensus that detached temporary signs: Are often more effective than attached temporary signs on commercial streets with higher speed limits; · Need to be aesthetically pleasing; and, Should not to impair or block the visibility of other businesses and their signs, or obstruct the view of motorists. However, after discussing the matter at some length, the Committee was unable to reach an agreement on the standards for detached temporary signs. The discussion of the standards for detached temporary signs centered on the following issues: S'~STAFFRP~TEJ~PSION.2PC 2 The need for free-standing manufactured frames that do not require additional bracing or guy wLres; The need for a minimum separation distance between detached temporary signs; and, The smaller size requirements for detached temporary signs because they may be located closer to the road. Staff has not included detached temporary signs in the proposed ordinance because of the lick of clear Committee agreement on the what the standards should be, the complexity of the perilfiRing and enforcement processes, and the potential liability problems that could occur with detached temporary signs. Therefore, City Staff recommends that standards for detached temporary signs not be included in the proposed ordinance. The third item discussed by the Temporary Sign Committee was the need for special temporary sign standards in the area of historic Old Town Teme~uli. After a great deal of discussion, the Committee agreed that they weren't really qualified to discuss the standards for Old Town; and that the Old Town Merchants Association and the Old Town Local Architectural Review Board should be consulted. With this recommendation from the Temporary Sign Committee, City Staff met with a working group composed of the Old Town Merchants Association and the Old Town Local Review Board on June 12, 1992. Present at the meeting were most of the Board of Directors for the Old Town Merchants Association, several merchants from the old town area, and a member of the Old Town Local Review Board. As a result of this meeting, the working group arrived at a consensus that temporary signs in Old Town should: · Be pedestrian oriented rather than automobile oriented; and, Use non-glossy fabric-like materials rather than ~uorescent or iridescent materials. The working group felt that the following requirements should be included in the temporary sign standards for historic Old Town Temecula: · Use non-glossy fabric-like materials; · Use lettering styles appropriate to the period between 1890 to 1920; · Use appropriate muted colors and earth tones; and, · Be no larger than 12 square feet. Staff concurs with the working group's agreement on temporary signs in Old Town. Their consensus is included the proposed ordinance. Therefore, Staff recommends that the Planning Commission include these provisions in the proposed Ordinance Reguliting Temporary Signs. S'~rAFFRPT~TEJvlP$143N.2PC 3 To date, the City Planning department has received three letters commenting on the issue of temporary signs and the proposed Ordinance. The tint letter is from the Temecula Valley Chamber of Commerce stating that it supports the proposed ordinance. The second letter was sent to City Manager David Dixon by Mr. Donald M. Clark, an area resident and operator of three Wendy's restaurants in Los Angeles. He stated that he did not believe that temporary signs are the solution to the business problems in Temecuia. The third letter is from James Futcher, owner of the Subway Sandwich Shop and member of the Temporary Sign Committee, stating his support of the proposed ordinance. Copies of these letters are contained in Attachment 2. Throughout the process of developing regulations for temporary signs, a number of other sign issues have been repeate~y ~. The representatives of local real estate fLrmS have discussed their need to advertise that free maps and communitywide information is available, and several restaurant owners have mentioned their need to advertise their daily specials and menus. These types of permanent supplemental signs will be included in the new City Sign Ordinance that will be prepared after adoption of the City's new General Plan and Development Code. CONCLUSION The proposed Ordinance Regnhting Temporary Signs represents the consensus of the members of the Temporary Sign Committee, the Old Town Merchants Associate and the Old Town Local Review Board who attended the various meetings. The revised Ordinance represents a consensus of these groups. As a result, not all of the individuals involved agree with every provision, but taken as a whole, the members of the Committee, were generally satisfied with the provisions and requirements contained in the draft Ordinance. The proposed Ordinance represents a collaboration between representatives of the public and private secWrs has resulted in regulations that are both reasonable and implementable. The Temporary Sign Committee was unable to reach a consensus on the standards for detached temporary signs. As a result, Staff continues to recommend that detached temporary signs not be permitted with these regulations. The proposed amendment to the Sign Ordinance will provide uniform standards to reguhte temporary signs within the City. These uniform standards will: 1. Provide for effective business identification; 2. Prevent visual blight and clutter and pwmote tourism; 3. Enhance the image of Temecula as a high quality community; and, 4. Address the special needs of historic Old Town Temecuh. The proposed Ordinance Reguhting Temporary Signs would add Sections 19.9 and 19.10, to Article XIX of Ordinance 348, and pwvide standards that would: · Allow for some types of appropriate temporary signs; S~"TAFFRF~'IT=M]~ION.2I~ 4 · Provide for a simplified and streamlined permit process; and, · Authorize a minimal foe for Temporary Signs Permits. The Ordinance as proposed, does not apply to For Sale, Lease or For Rent Signs which regulated by the provisions of Section 19.5, Temporary Political Signs, which axe regulated by the provisions of Section 19.7, and menu boards and maps available signs which are regulated by the provisions of Section 19.4. City Staff anticipates that these various types of permanent supplemental signs will be addressed in the new City Sign Ordinance that will be prepared after adoption of the City's new General Plan and Development Code. ENVIRON1V~NTAL DETF. MMINATION This Ordinance will allow for the use of temporary signs for limited periods in existing commercial and service districts. As a result, the proposed Ordinance Regulating Temporary Signs does not have the potential to cause significant impacts on the environment. Therefore, Staff has determined that this project is exempt from CEQA pursuant to Section 15061 (b) (3). FINDINGS The proposed Ordinance Regulating Temporary Signs will provide for effective identification. The proposed Ordinance Regulating Temporary Signs will enhance the image of Temecula as a high quality community. o The proposed Ordinance Regulating Temporary Signs will not result in visual blight and clutter. There is reasonable probability that the proposed Ordinance Reguhting Temporary Signs will be consistent with the Old Town Specific Plan. There is no reasonable probability of substantial detriment to, or interference with the future Old Town Specifi& Plan if the proposed Ordinance Regulating Temporary Signs is ultimately inconsistent with the policies contained in said Plan. There is reasonable probability that the proposed Ordinance Regulating Temporary Signs will be consistent with the City's future General Plan, which will be completed in a reasonable time and in accordance with the goals and/or policies of the City's future General Plan. There is no reasonable probability of substantial detriment to, or interference with the future General Plan if the proposed Ordinance Regulating Temporary Signs is ultimately inconsistent with the goals and policies contained in said Plan. It is also likely that the City will consider these policies during the preparation of the City General Plan. S~STAFFRFT'%TF=MI~IGN.21~C 5 FUTURE GENERAL PLAN CONSISTENCY Staff fmds it pwbable that the proposed Ordinance R~guhting Temporary Signs will be consistent with the General Plan when it is adopted since the Community Design Element will address community design and aesthetic issues, including architecture, landscaping and signage. STAFF RECO1VIM~-NDATION: The Plnnning Depamnent Staff recommends that the Planning Commi.~sion: ADOPT Resolution No. P.C. 92- adoption of an ordinance entitled: recommending "AN ORDINANCE OF ~ CITY COUNCIL OF ~ CITY OF TlaVIECI, n_A AMENDING PORTIONS OF ORDINANCE NO. 348 PERTAINING TO ~ REGULATION OF TEMPORARY SIGNS." vgw Attachments: , 3. 4. 5. April 20, 1992, Staff Report for the proposed Ordinance Reguhting Temporary Signs - blue page 7 Letters Supporting the proposed Ordinance Reguhting Temporary Signs - blue page 8 Resolution - blue page 9 Ordinance - blue page 12 Ordinance No. 348, Article XIX (Advertising Regulations) - blue page - 23 S~STAFFRPT~TEMPSIC]N.2PC 6 PLANNING COMMISSION MINUTES JULY 6, 1992 PUBLIC HEARING TENTATIVE PARCEL I43~ NO- 27545 Ze Z A proposal to subdivide 3.0 9TOSS acres into parcels. abutting the west side of Ynez Road and tb;, east side of Triterstate 15. apDrox.~matelV 200 feet rjrth of ~ntersect~on of Ynez Road and Solana Way. Fagan summarized the staff report Mr. Fagan advi due to staff's concerns with the p~zcel line that s[ "B" between Parcels Nr. 2 and No. 3, staff that the following cop.ition be added to read, buildings between P ~cels No. 2 and No. 3 will be . The applic~ ~t concurs with this added Chairman Hoagland enedthe PU,DliC hearing at 6:10 P.M. Larry Gabelle, ,n Bluff Drive, San Diego, applicant, gave a brie~ ma 7 of the project· It was moved by mmiss;oner Fahey, . seconded by Commissioner Blair close ~e public hearing at 6:15 P.M. and Adopt esolution N~ 92-(next) approving Tentative Parcel ap No. 27545 bae.-d on the analysis and findings conta' ed in the staff repo.~ and subject to the Conditions o pproval as amended· . The motio carried as follows: AYES: 3 COMMISSIONERS: Blair, Fahey, h~agland NO : 0 COMMISSIONERS: None ERS; Chiniaeff, Ford TEMPORARY SIGN ORDINANCE 4.1 Proposal to establish standards to allow Temporary Signs. David Hogan summarized the staff report. Mr. Hogan presented the Commission with a copy of a letter of opposition to the ordinance received by Mr. Greg Treadwell, owner of Granny's Bakery and a list of "Sample Time Periods For Temporary Signs" from other local governments. Mr. Hogan advised of the following typographical error, Page 19, Temporary Signs - Old Town, there should be an (A-2), identical to Page 15, 19.9 (A- 2). PCMINTI06192 -2- 7115/92 PLANNING COMMISSION MINUTES JULY 6, 199~ Chairman Hoagland opened the public hearing at 6:35 P.M. Cathy Zeitz, Chairman of the Civic and Developmental Affairs Committee for the Chamber of Commerce, expressed the Committee's support of the Temporary Sign Ordinance. It was moved by Commissioner Fahey, seconded by Commissioner Blair to close the public hearing at 6:40 P.M. and Adopt Resolution No. 92-(next) approving the Ordinance Regulating to Temporary Signs. The motion carried as follows: AYES: 3 COMMISSIONERS: Blair, Fahey, Hoagland NOES: 0 COMMISSIONERS: None ABSENT: 2 COMMISSIONERS: Chiniaeff, Ford NON PUBLIC HEARING ITEMS PRE-aPPLICATION WORKSHOP ON RORIPAUGH HILLS SPECIFIC 1 Proposal to develop 800 acres at an overall dens dwellina units/acre. approximately 30% OD commercial and two element. ted east of Butterfield Staae and Ni, of 3 space. schools. Roads. Jim rgus, 27720 Jefferson , Temecula, re Rancon Financial Cc ration, and James O'Neal, Campus Drive, #1: Irvine, of Landplan Associates, sented the pr~ and provided a slide presentation.. The following Commission: Commissioner Fa the concerns were expressed by the she was concerned with ~ects of the ect: Pre .on of a traffic based on the )osed land use (densities) Grading and erosion control Landscaped hillsides Fire hazard in relation to densities. PCMiN7106192 -} 711 5192 ATTACHMENT NO. 6 APRIL 20.1992 PLANNING COMMISSION STAFF REPORT AND MINUTES ,~,,COe,~Te,,m,.Z,, 23 STAFF REPORT - PLANNING RECOMMENDATION: CITY OF TEM]~ULA PIANNING COMMISSION April 20, 1992 Case No.: Temporary Sign Ordinance Prepared By: David Hogan ADOPT Resolution No. 92- ordinance enti~ed: recommending adoption of an "AN ORDINANCE OF THE CTFY COUNCIL OF THE CITY OF TEMECULA AMENDING PORTIONS OF ORDINANCE NO. 348 PERTAINING TO THE REGULATION OF TEMPORARY SIGNS." APPLICATION INFORMATION APPLICANT: City of Temecula PROPOSAL: An Ordinance establishing standards to allow Temporary Signs. LOCATION: Citywide BACKGROUND Beginning in early August, 1991, City Staff conducted enforcement activities against illegal signs in commercial areas of the City. The enforcement campaign resulted in letters of violation being sent to a large number of business owners who had erected banners, sandwich boards, and other illegal temporary signs. Under Section 19.2 of Ordinance 348, these types of signs are not allowed. Because of the large number of businesses affected by the enforcement action, the City Council received a number of complaints from local business owners about the City's decision to enforce the Sign Ordinance. To respond to the concerns raised by the business community, the City Manager invited members of the business community to discuss the issues of temporary signage on September 30, 1991. At that meeting, a number of business repeated the concerns raised before the City Council. As a result of this meeting, the City Manager agreed to establish a Temporary Sign Committee, composed of business people and members of the City's Planning and Building Departments, to develop appropriate standards for temporary signs. The representatives of the business community included realtors, property managers, business owners, a sign manufacturer, and a representative of the Chamber of Commerce. $XSYA FFRP~TEMI~ ION. PC 1 - DISCUSSION The Temporary Sign Committee met three times, on December S, 1991, January 24, 1992, and April 8, 1992, to formulate appropriate standards for temporary signs. Throughout the process, the Committee worked to arrive at a consensus of what were the most reasonable approaches and standards to reguhte temporary signage. The ~mber 5th meeting was instrumental in formuhting the direction and approach to temporary signs. The Committee members that were present discussexl a wide range of issues and concerns. The Committee's consensus pwvided the direction for subsequent meetings and concerns, ideas, and the draft ordinance. The following is a summary of the issues, opportunities that represent the consensus of the Committee. 2. 3. 4. 5. , 10. 11. 12. 13. The differences between business identification and advertising. That temporary signs can provide unfair competition. That all businesses must be equally treated. That temporary signs obstruct the visibility of other business and signs. That temporary signage is not an intended to compensate for a cheap, low visibility location, or for poor marketing or business decisions. That too much signage gives the impression the image of a "low quality" community, and creates visual blight and clutter. That special standards are needed for old town. The permining process for temporary signs should be an easy, reasonable, and ideally, an over-the-counter approval. That enforcement could be made easier through the use of a stick-on temporary permit with an easy-to-read expiration date. That the City could provide signs for new businesses, such as "GRAND OPENING" or "THE CITY OF TEMECULA WELCOMFS " That color or style preferences should only be guidelines. That seasonal displays (eg. Christmas, Thanksgiving, etc.) should not be regulated if they do not contain any advertising, sale or business information. That the standards need to provide specific requirements and to be flexible enough to allow reasonable extensions. S~TAFFRPT~TEMPSION.PC 2 Following this discussion, the Committee began to identify which type of temporary signs were appropriate and inappropriate. As a result of this discussion, the Committee arrived at a consensus which provided the foundation for the item discussed at the January 241h Committee meeting. The following Table contains a summary of the Committee consensus from December 5th meeting. TYPES OF TEMPORARY SIGNS' AI,I OWn/3? ' ~ A-Frames No Interim (until a penanent sign is available) Opening Promotional Pennants, Company Flags, and Balloons Field Mounted- Onsite Off site Yes Yes Yes Yes Not discussed No On a limited basis for a limited time With special events, for a limited time Vehicle Mounted No Window- Painted Yes Paper, cardboard Yes Electric Yes Up to 10 and 25 % of the window area Based upon the Temporary Sign Committee' s preliminary consensus, and with the guidance and direction from the Temporary Sign Committee, City Staff developed draft temporary sign standards for the January 24, 1992, meeting. Listed below are the lists of appropriate and inappropriate temporary signs. Appropriate Temporary Signs ire: 1. Interim signs: for new businesses until a permanent sign is available; 2. Promotional signs: for special sales events and promotions; 3. Grand opening signs: to announce a business grand opening; and, 4. Special event signs: for temporary, seasonal, or community events. Inappropriate Temporary Signs are: 1. A-Frames and other portable signs; 2. Off-site signs; and, 3. Vehicle mounted signs. S~%'TA FFRF~TE.MP~IGN. PC 3 At ~e January 24ffi meeting, ~e Committee reviewed and discussed ~e draft standards and arrived at a consensus that represented genera] agreement among ~e Committee members present. It was stated at both the January 24ffi and April 8ffi meetings, that the regulation of legal For Sale, Lease or For Rent (real estate) Signs were regulated by Section 19.5 of Ordinance 348, and therefore axe not intended to be part of this Otdlnance. The Committee's consensus included increasing the number of allowable promotional and grand opening signs for businesses with frontage on two or more arterial streets up to 2 signs, simplifying the size requirements for promotional and grand opening signs, and a number of other minor corrections and adjustments. At the end of the meeting of January 24, 1992, the Committee requested that City Staff revise the matrix based upon the consensus of the Committee, draft written descriptions of the Committee' s consensus, and fmalize the definitions for Temporary Signs. With this direction, City Staff revised the matfix and prepared written definitions and standards for the Temporary Sign Committee. The Temporary Sign Committee met on April 8th and discussed the written descriptions and definitions prepared by City Staff. The written descriptions and definitions are shown in Attachment 3. At the meeting, the Committee arrived at a consensus that the revised standards and definitions were acceptable and represented reasonable temporary sign regulations. The one area of disagreement concerned the requirement that promotional, grand opening, and interim signs must be attached to ~e building where the business activity or use occurs. The requirement for. temporary signs to be attached, resulted in a "split consensus" within the Committee. The Committee members in favor of the r~luirement felt that prohibiting detached temporary signs would limit ~e opportunities for blocking the view of other businesses and their signs, reduce the visual clutter, simplify the permitting process, and make temporary (as well as permanent signage) more effective. The Committee members which were opposed to ~e requirement stated that they felt that detached. temporary signs would be more effective and could be located closer to the street. It is StafFs opinion that detached temporary signs could increase visual clutter along the streetscapes in commercial areas of the City. In addition requiring signs to be attached to the buildings should simplify and streamline the permit approval process by enabling staff to conduct mostly over-the-counter approvals and by allowing most business owners to receive permits with only a single visit to City Hall. In contrast, the permitting process for the detached temporary signs would require precise plotting of temporary sign locations, create additional work for applicants, and result in need for additional inspections and permit processing. A minimal (below cost) fee is proposed for temporary sign permits to improve the ease of obtaining a temporary sign permit. The concept for proposing a minimal fee for Temporary Sign Permits is based upon the assumption that Promotional, Grand Opening, and Interim Signs will always be attached to the building. S'~'TAFFRP'I~T~IGN.PC 4 CONCLUSION The proposed Temporary Sign Ordinance that is attached to this Staff Report represents the consensus of the members of the Temporary Sign Committee who attended the meetings. Because the proposed Ordinance represents a consensus, not all the Commitlee members were in complete agreement with every provision. However, when taken as a whole, the members of the members ofthe Committee, except as lloted above, welt satisfied with the provisions and The process of developing has been time consuming and lengthy. It would have been faster for the City Manager to request that staff prepare the Ordinance without outside input. Instead a committee composed of business people and City Staff was created to work Wgether to develop these standards. This collaboration between v~resentatives of the public and private sectors has resulted in reguhtions that are both reasonable and implementable. The proposed amendment to the Sign Ordinance will provide uniform standards to regulate temporary signs within the City. These uniform standards will: Enhance the image of Temecula as a high-quality community; Prevent visual blight and clutter and promote tourism; and, Enhance the property values in commercial and service districts. The proposed Temporary Sign Ordinance will provide the City with the standards to allow appropriate types of temporary signs, allow for a simplified and streamlined permitting, and establish for a minimal fee for Temporary Signs Permits. The Ordinance as proposed, includes the requirement that pwmotional, grand opening, and interim temporary sign be attached to the building. The proposed Ordinance will not apply to For Sale, Lease or For Rent Signs allowed pursuant to by Section 19.5. The Temporary Sign Ordinance amends the City's current Sign Ordinance and would serve as interim regulations until the City's Zoning Development Code is prepared and adopted, at which time this Ordinance could be incorporated and/or modified into the final Zoning Development Code. ENVIRONMENTAL DETERMINATION This Ordinance will allow for the use of temporary signs for limited periods in existing commercial areas. The proposed Ordinance does not have the potential to cause a significant affect on the environment. Therefore, Staff has determined that the project is exempt from CEQA under Section 15061 (b) (3). HNDINGS That the proposed Temporary Sign Ordinance will enhance the image of Temecula as a high quality community. 5XSTAFFRIv~TEMP~ION.I~ 5 That the TemIxn'ary Sign Ordinance, as proposed, will not result in visual blight .and clutter. That the proposed Temporary Sign Ordinance will enhance and maintain property values in commercial areas of the City. There is reasonable probability that the proposed Temporary Sign Ordinance will be consistent with the City's future General Plan, which will be completed in a reasonable time and in accordance with the goals and/or policies of the City' s future General Plan. There is not a likely probability of substantial detriment to, or interference with the future General Plan, ff the proposed policies are ultimately inconsistent with the plan, due to the fact that policies will be adopted for the new General Plan. Therefore, it is likely that the City will consider these policies during their preparation of the General Plan. FUTURE GENERAL PLAN CONSISTENCY Staff finds it probable that the proposed Temporary Sign Ordinance will be consistent with the General Plan when it is adopted since the Community Design Element will address community design and aesthetic issues, including architecture, landscaping and signage. STAFF RECOlVIMI*~NDATION: The Planning Department Staff recommends that the Planning Commission: ADOPT Resolution No. P.C. 92- adoption of an ordinance entitled: recommending "AN ORDINANCE OF ~ CITY COUNCIL OF THE CITY OF TEMECULA A1VIF~NDING PORTIONS OF ORDINANCE NO. 348 PERTAINING TO THE 'REGULATION OF TEMPORARY SIGNS." vgw Attachments: Resolution - blue page 7 Ordinance - blue page 10 Ordinance No. 348, Article XIX (Advertising Regulations) - blue page - 18 S~STAFFRPT~IGN. PC 6 withindrainage easements shown onthe final map. A shall be added to the final map stating dr. sements shall be kept free of buildix .ons. ~ 'e and to concurred with the ap~ No. 14. fication Chairman No. S relative questioned the in Condition Gary Thornhi11 No. 8 could be last sentence of Condition It was moved Fahey, seconded by Commissioner close public hearing at 7:20 P.M. and the ~y adopted Negative Dec] 'ati Plot Plan No. 2 ~ Adopt Resolution No. 92- recommending approval, Tentative Parcel esitions of Approval, modifying Conditio No. 8 as ented by staff and ~ondition No: 14 as ~eq sted by re ~vened at 7:30 P.M. PCMIN4/06/92 TEMPORARY SIGN ORDINANCE 8.1 Proposal to establish standards to allow TemPorarY Sians citywide. David Hogan summarized the staff report and advised of corrections to the Ordinance as follows: - The las~ sentences of Sections U, V, W and X be shifted into the body of the Ordinance in Sections C, D, E and F. - Sub-section "T", Temporary Signs, changing the word short. to prescribed. - Section 19.9, sub-section "B", second line and list deleted. John Cavanaugh added that Page 13, Sub-section 19.9 (A) last sentence be corrected to read" ..... approve with conditions, or deny any request". Chairman Hoagland opened the public hearing at 7:40 P.M. -5- 4/09/92 Chairman Hoagland opened the public hearing at 7: 40 P.M. The following individuals spoke in opposition to the ordinance based on the prohibition of A-Frame signs~ also concern was expressed regarding the construction of the Ynez corridor and limiting advertising for those businesses along Ynez during construction. Concern was also expressed about implementing the ordinance given the current state of the economy and a moratorium was requested until the financial stability of the community improves: Mike Thesing, 28636 Front Street, Temecula, Rosa's Cantina. Daisy Adkison, 30377 Sierra Madre Drive, Temecula, C-21 Newson. Dan Maidment, 41547 Yankee Run Court, Temecula. Gary Anderson, Temecula Jeep/Eagle Dealer. Greg Treadwell, 27300 mB" Jefferson, Temecula, Granny's Bakery. Roni Graves, 31040 Via Norte, Temecula, realtor. Bob Newson, 29760 Rancho California Road, C-21 Newsom, Temecula. Melinda Smith, 24520 Leafwood, Murrieta, owner of ABC' Pre-school and Haircut for Kids, Temecula. Ruby Richardson, 41850 Moreno Road, Temecula, owner Kentucky Fried Chicken. Sharon Miller, 44618 Pala Road, mini-storage owner. Sidney Vernon, 30268 Mercy Court, Temecula. Rick Bidwell, 41915 Motor Car Parkway, Temecula, owner Giant Grinder. Evelyn Harker, 31130 S. General Kearney Road, Temecula, expressed her suppor~ of the Ordinance; however, she stated that the merchants of Old Town should immediately get their signs approved by the Old Town Merchants Committee and that any signs in Old Town reflect the 1890's era. David Cervantes, 29983 Via Puente Este De1 Sol, Temecula, also opposed the Ordinance. Jim Futcher, resides in Murrieta, owns two business in Temecula commended staff for its effor%. After a lengthy discussion, it was moved by Commissioner Fahey, seconded by Commissioner Ford to continue approval of the Temporary Sign Ordinance off calendar and work on the issues related during the public comments as follows: signs in the Old Town area depicting the 1890 era; consider allowing temporary signs that are not attached to the building; time frame restrictions and provisions ~ PCMIN4/06/92 -6- 4/09/92 for hardship cases, such as the effect the road construction will have on the businesses along the Ynez Corridor. The motion was carried unanimously. ~ON PUBLIC !IFARIN~ IT~M - WORESwOP 9. e.X Request fret the Plannina $taff to ~eceive direction f~ e~ens4ens ef t4se for the ~ast s4de mams, bounde~ by PaPa Road, wutte~f~e~d Sta~e Road, Headows ParSe and ~i~hwav 79 South. S,;ed Naas~ presented ~e Sta~ Report s;,d asked app tcan~'s representative to ~ive an ove~i~J o~ plan. Barry,_~n~nell, TSB Planning, 3242 Hallday ~treet# Santa Ana, z_Dresenting the applicant, ,~quested the Commissio,_'s co~ents pertaining to the following unresolved 'ssues: ACOUSTTCAT. ST~.'YI After discussion, the Commission ,nanimously agreed with staff's recommendation that t~:e acoustical study be prepared prior to approval of ~ae Extensions of Time and mitigation measures ~ into porated into ~he project design. SCHOOt STT~S: .ssion~s Chiniaeff, Fahey, and to de-etion of the requirement zone ('DZ) along the front of acceptance of this deletion in district. Commissioners Blair in agreement and ~ted to retain the of =he school site.. r.ANDSCAP~ ZONES {tDZ'S] After di by=he Commission, it was suggested that single homes be constructed on=he lots a~acent to the 's t~at do not meet the LDZ requirement After discussion, Chairman Hoagland, for landscape the school site, writing from and Ford were LDZ along the SYGNAv.S was the consensus of=he Commission that the applica. t y with staff's requirements for traffic signals. /0e/e ITEM NO. 12 CITY OF TEMECULA A GENDA REPORT TO: City Council FROM: David F. Dixon, City Manager DATE: October 6, 1992 SUBJECT: PREPARED BY: RECOMMENDATIONS: PUBLIC HEARING FOR THE SOURCE REDUCTION AND RECYCLING ELEMENT (SRRE), HOUSEHOLD HAZARDOUS WASTE ELEMENT (HHWE), AND PROPOSED NEGATIVE DECLARATION J~~e Hreha Senior Management Analyst, City Manager's ffice ' Approve the Preliminary Source Reduction and Recycling Element, Household Hazardous Waste Element, and Proposed Negative Declaration. Direct Staff to incorporate all comments and prepare the Final Source Reduction and Recycling Element, Household Hazardous Waste Element, and Negative Declaration. DISCUSSION: In compliance with the California Integrated Waste Management Act of 1989 (AB 939), the City must hold a Public Hearing to receive comments and review the Preliminary SRRE, HHWE, and Proposed Negative Declaration. The purpose of the Public Hearing is to provide for public comment and input to these documents. These documents have been prepared by City Staff and the City's consultant, Kleinfelder, and copies have been sent to all required external agencies for their comments. We have received comments from the external agencies and the input from this Public Hearing and comments from City Staff will be incorporated into the Final SRRE, HHWE, and Negative Declaration. Upon completion of the final documents, they will be sent to the same external agencies for approval, another Public Hearing set, and the City Council will consider the adoption of the final documents. The Public Hearing was properly noticed and copies of the Preliminary SRRE, HHWE, and Proposed Negative Declaration were available for public review in the City Clerk's Office from August 26, 1992 through October 5, 1992. FISCAL IMPACT: None. A TTA CHMENTS: Preliminary SRRE Executive Summary, HHWE Executive Summary, and the Proposed Negative Declaration I{\l ~ t I I~ I ~( \1\1 \l~\ The City of Temecula has prepared a Sourc~ Reduction and Recycling Element (SRRE) in accordance with the requirements established by the enactment of Assembly Bill (AB) 939. That bill, signed into law on September 29, 1989, mandated stringent requirements for establishing solid waste diversion programs to be implemented throughout the State of California in order to reduce the amount of refuse entering the waste stream. AB 939 mandated that by 1995 each city/county must divert 25 percent of its waste stream from landfills; further, a 50 percent diversion must be achieved by the year 2000. On ~Iuly 1, 1992, the legislature set July 1, 1992 as the deadline for submittal of AB 939 plans. The Source Reduction and Recycling Element is a comprehensive document which describes 1990 baseline year waste characterization, generation and diversion quantifies. The Element describes and provides analysis of potential alternatives for waste diversion which are available to the City. Goals, objectives and projected diversions from selected programs are discussed. In addition to developing the components listed below, the City's SRRE also describes how the programs are to be funded, who is responsible for implementation and the manner in which the programs will be evaluated and monitored. Short-term (1991-1995) and medium-term (1996- 2000) goals have been identified. Contingency plans have also been included. The components addressed by the City in the SRRE include: · Waste Characterization · Source Reduction · Recycling · Cornposting · Special Waste · Funding · Disposal Facility Capacity · Integration · Education and Public Information A brief discussion of the components follows: Waste Characterization Component This component provides a summary and analysis of the waste characterization, disposal and diversion survey completed by the County of Riverside Waste Management Department for the Copyright 1992 Klcinf=ider Inc. - All Rita,- Roarred August 26, 1992 City ofTengula SRitE Fascutivs Sunmary City of Ternecula, for the base, line year 1990. The dumlclea~on study identified the Constituent mattrials by volume, percentage in weight or volumetric equivalent, ~ type, and sources of generation. The diversion study identified the quantity and type of wastes diverted, and, the method of diversion. The component uses population and other relevant demographic projections to provide estimated waste generation, disposal and diversion quantities, with and without selected program implementation. The following table summarizes projected diversions for the short and medium-term for the City of Temecula. TABLE 1 SUMMARY OF COMPONENT DIVERSIONS FOR TEMECULA: 1995 Source Reduction .=. RgC, ycling. Source TPY Percent' TPY Percent COmpostlng TPY Percent SF Residential 413 0.4% 5,385 5.8% Multi-Family Residential 186 0.2 % 1,928 2.1% Commercial 700 0.8% 10,717 11.6 Industrial 217 0.2% 28.626 30.9% Total 1,516 1.6% 46,657 50.3% 4,828 5.2% 0 0.0% 718 0.8% Q 0.0% 5,547 6.0% SUMMARY OF COMPONENT DIVERSIONS FOR TEMECULA: Source Reduction Recycling Source - TPY Percent TPY Percent 2OOO Cornposting TPY Percent Single Family Residential 1,214 0.9 % 11,088 8.4 % 7,275 5.5 % Multi-Family Residential 545 0.4 % 4,017 3.1% 1,740 1.3% Commercial 1,423 1.1% 19,142 14.5% 2,332 1.8% Industrial 611 0.5 % 40.460 ;~0.7% 2.302 1,7% Total 3,793 2.9% 74,707 56.7% 13,650 10.4% TPY- Ton~ ~ Year Copyright 1992 Klginfelder ln~. - All Right~ Reserved 2 August 26, 1992 Source Reduction Component The objective of this component is to minimize the quantity of solid waste generated by targeting specific. waste types based on such criteria a~ the potential to extend the useful life of materials, products or packaging and the potential to recycle the material. The targeted materials include: · Paper · Yard/Green Waste · Plastics · Metals Several alternatives have been identified by the City for implementation which are aimed at source reduction, including: Technical Assistance Programs On-Site Cornposting Waste Eval(mtions Referral Systems for White Goods Waste Reduction Technical Assistance (for Businesses) Provide Information to Businesses of STATE AND LOCAL Funds Regulatory Programs Ordinance Revisions Non-Procurement Programs (Efficient Use of Materials) Solid Waste Reduction Business Plans Support Siam Packaging Laws Drought Resistant Landscaping Public Recognition Programs Recycling Component This component of the SRRE examines existing recycling programs, as well as evaluates the effectiveness of several alternative recycling programs the City may undertake to achieve the mandated recycling goals. The Recycling Component of the SRRE identifies several alternative programs for implementation that include: · Single Family Residence Curbside Collection Copyrilht 1992 Kiginf~id~r Ira:. - All Rights Re~rve, d 3 City ofTsmguh SRRE Executive Smmmr~ · Waste Processing through an Intermediate Processing Facility or Material Recovery Facility · Promotion of Non-profit Drop-off Centen · Promotion of Cerlifi~ Recycling Centers · White 0o¢~ Salvaging at Solid Waste Facilities · Public Agency Recycling Programs Composti~ Component The Composting Component of the SRRE identifies both short and medium-term objectives for the collection and processing of green and yard wastes generated in the City. Planning calls for the collection of green waste curbside, which will be transported to a private cornposting facility. Special Waste Component The Special Waste Component identifies existing waste handling and disposal practices. The City has identified four (4) special waste types which have the most relative significance when compared to all special waste considered. These four waste types include: tires, construction/demolition (C/D) debris, white goods, and sewage sludge .wastes. Several alternatives exist and have been identified by the City for implementation in an effort to achieve the target year reduction requirements established by AB 939. These programs are identified below. Tires Support the practice of shredding tires received at the land fill and selling the recycled rubber to recyclers Promote diversion of suitable tires to a retreading facility or another use as a whole tire Construction/Demolition Debris · Divert construction and demolition wastes to recycling facilities (covered in the Recycling Component). White Goods Copyright 1992 Klc/nfekler inc. - All Righa Reserved 4 August 26, 1992 City ofTemecuh ~ ib~cufive Summary Support County staff in promoting white goods salvaging at MRFs, sofid waste facilities and transfer stations. Support alternative diversion methods including donation of ~le white goods to thrift stores m~d non-profit org~ni,~rloas. Sewage Sludge Continue to support the co-composting of municipal sewage sludge wastes at permitted co-composting facilities. Education and Public Information Component The Education and Public Information Component identifies specific goals and objectives for the short and medium-term planning periods. Data from the Waste Characterization Study pertaining to waste categories, waste types and waste generators forms the basis for selecting programs. The other determining factor includes community involvement for support of selected programs (i.e., the Chamber of Commerce, school districts, non-profit organizations and the franchise waste hauleL Programs which will promote the goals for recycling, source reduction and composting are incorporated into Public Education and Information Programs. In addition, the following information is included in this component: Plans for expanding and modifying existing public education and information programs Public and private program implementation costs, revenues, and revenue sources Methods by which the programs will be monitored and evaluated. Disposal Facility Capacity Component This component describes the permitted capacity of solid waste landfills as of the baseline year 1990. It identifies the exports from the City of Temecula to the County landfills, and discusses the need for memorandums of agreement for exports. Landfill need projections are predicated for 15 years from 1990. The impact of the implementation of source reduction, recycling and composting programs are incorporated into the 15-year landfill need projections. Copyright 1992 Kleinfeldcr i~:. - All Rights August :26, 1992 City of Temecula $P. KE Kv. ecmive $mmm~ ~udM~ Cmupoueut The Funding component presents the estimated costs for component programs to be implemented. in the short and? medium-term planning periods. These costs include pwgram planning and development, implementation of programs, and potential revenue sources. This component also explores alternative funding methods which may be adopted by the City to ensure the selected SRRE programs can be implemented. In general, solid waste collection and disposal costs for residential, commercial, and industrial generators within the City are funded by user fees. These fees include the costs associated with collection of wastes and disposal at permitted land fills operated by Riverside County. The City regulates the collection of these wastes through an exclusive franchise agreement with the waste hauler. Costs for administration of the franchise agreement are funded through franchise fees based upon a percentage of revenues collected by the hauler. These franchise fee funds are allocated each year by the City Council to cover administrative costs associated with the franchise agreement. Integration Component This component describes the City's complete solid waste management plan which will meet and exceed the legislated goals (mandated 25 and 50 percent diversion rates). The Source Reduction Recycling Element for the City of Temecula promotes integrated solid waste management in accordance with the AB 939 Waste Management Hierarchy. This hierarchy includes the City's selected programs for source reduction, recycling, composting and environmentally safe land disposal of solid wastes. Copyright 1992 Kl,infcld~r in~. - All Righ~, Ru~rve. d 6 ( II~ ~1 ii"Xii.( t i \ j']\t {t i ix ! ~1 \!\! The City of Temecula has p~ a Household Hazardous Waste Element (HHWE) in accordance with the requirements established by the enactment of Assembly 'Bill (AB) 2707, adopted on September 29, 199. AB 2707 mandates stringent requirements for establishing diversion programs for household ba7ardotls waste to be implemented throughout the State of California. The City of Temecula Household Hazardous Waste Element is a comprehensive document which describes the existing waste generation and diversion quantifies and compositions, as well as the programs that will be undertaken to divert additional waste. Specifically, the components to be addressed by the City in the Element include: Statement of Goals and Objectives Existing Conditions Evaluation of Alternatives Program Selection Monitoring and Evaluation Education and Public Information Funding Statement of Goals and Ol~jectives The Statement of Goals and Objectives outlines the progress the City will implement to achieve the goals of the short-term (1991-1995) and medium-term (1996-2000 planning periods. The Statement of Goals and Objectives defines the City's overall goals to be used as a guidance tool for development of the HHWE. Waste Generation and Diversion Study This component provides a summary and analysis of the waste characterization, disposal and diversion survey completed by the County of Riverside Waste Management Department. The study determined the 1990 baseline year constituent .' Copyright 1992 glcinfcidcr inc. - All Righu Rowerred Ci~ oFTemocuJa HH/V~ ~e. cutiv~ Sumhint7 rnaterials which comprise household hazazdous wasl~ disposed and diverted in the. incorpotal~ area of City of Temec-la: The study also discusses the amounts of which is being diverted through existing HHW programs opented by the City and County. Existing Conditions The existing conditions section digusses existing HHW diversion programs and facilities throughout the County and the City which assist in the diversion of HHW. The existing conditions examined include: Description of Existing Programs Landfill Load Checking Programs Future Stares of Programs Evaluation of Alternatives The evaluation of alternatives examines several alternative programs that may be available to the City to achieve the goals and objectives developed to assist the City in diverting HHW from entering land fills. These alternatives include the following: Collection Programs Recycling Programs Education Programs Spotters at MRFs, solid waste facilities and transfer Stations Program Selection The program selection section discusses the most favorable programs for the City based upon City specific conditions, opportunities and constraints. The programs selected also define whether the specific programs will be implemented in the short or medium- term planning periods. The programs selected for implementation include: Coordination and support of the County household hazardous waste collection events Implementation of HHW collection events by the City's franchise waste hauler Support of HHW spotters at solid waste facilities and transfer stations P'Copyright 1992 Kleinfelder Inc. - All Righu Reserved 2 City ofTemecuh HHWE Executive Summary Development of education and information programs to improve pubtic awareness Support of State and federal legishtion to reduce hazardous materials content and the ability to recycle household hazardous waste Monitoring, and Evalnntion The monitoring and evaluation section discusses how the City will monitor and evaluate the selected programs effectiveness in achieving the overall and specific goals and objectives. Education and Public Information The Education and Public Information section of the HHWE identifies specific goals and objectives for the short and medium-term planning periods. These goals and objectives are based on the results of the County waste Study. Data pertaining to waste categories, waste types, waste generators, and attitudes toward recycling and source reduction are incorporated into appropriate programs. In addition, the following information is included in this component: Plans for expanding and modifying existing public education and information programs Public and private program implementation costs, revenues, and revenue soUrceS Fundin~ The Funding component of the HHWE presents the estimated costs for component programs to be implemented in the short-term planning period (1991-1995). These costs include program planning and development, implementation of programs, and revenues. The city's program will be funded in the same manner as the SRRE programs, by user fees. The county program is funded through gate fee revenues, called the Waste Management Enterprise Fund. -Copyright 1992 Kleinfeider Inc. - All Rights Reserved 3 AuSu~ 26, 1992 CITY OF TEMECULA NEGATIVE DECLARATION X Proposed __ Final PROJECT: APPLICANT: LOCATION: DESCRIPTION: source Reduction and Recycling, and Household Hazardous Waste Element; Environmental Assessment (EA) No. 19. City of Temecula. Citywide. Adoption of a Plan to manage the reduction, recycling, and reuse of locally generated solid waste. Based upon the information contained in the Initial Study prepared for this project, and pursuant to the requirements of the California Environmental Quality Act (CEQA), it has been determined that the above mentioned project will have no significant impact upon the environment. The City of Temecula X City Council Planning Commission Director of Planning finds that the project as proposed or revised will not have a significant impact upon the environment, and recommends that a Negative Declaration be adopted. Prepared by: ' Gary Thornhill, Director of Planning e) (Name and Title) Public Review Period: August 31.1992 to October 3~. 1992 Public Notice was given through: X Local Newspaper. _ Posting the Site. _ Notice to Adjacent Property Owners. Negative Declaration Adoption Date: CITY OF TEMF_,C~ PLANNING DEPARTMENT IN1TIAL ENVIRONM~-NTAL STUDY BACKGROUND 1. Name of Project: Case Numbers: Location of Project: Description of Project: Date of Environmental Assessment: Name of Proponent: Address and Phone Number of Proponent: Source Reduction and Recycling Element and the Household Hazardous Waste Element for the City of Temecula Environmental Assessment No. 19 Citywide Adoption of a Plan to manage the reduction, recycling, and reuse of locally generated solid waste. August 17, 1992 City of Temecula 43174 Business Park Drive, Temecula, CA (714) 694-1989 H ENVIRONMI~NTAL IMPACTS (Explanations of the answers are provided in Section Hr) 1. Earth. Will the proposal result in: Unstable earth conditions or in changes geologic substructures? Disruptions, displacements, compaction, or overcovering of the soil? Change in topography or ground surface relief features? The destruction, covering or modification of any unique geologic or physical features? e. Any increase in wind or water erosion of soils, y~5 Maybe No X _ _ X X X $XG'~QA~I9.[E5 YeS Maybe No f. Changes in siltation, deposition or erosion? g. The modification of any wash, channel, creek, river, or lake? h. Exposure of people or property to geologic h17nrdS such as earthquakes, landslides, mudslides, ground failure, liquefaction, or similar h~7~rdS? i. Any development within an Alquist-Priolo Special Studies Zone? Air. Will the proposal result in: a. Air emissions or deterioration of ambient air quality? b. The creation of objectionable odors? c. Alteration of air movement, temperature, or moisture or any change in climate, whether locally or regionally? Water. Will the proposal result in: a. Changes in currents, or the course or direction of water movements, in either marine or fresh waters? b. Changes in absorption rates, drainage patterns, or the rate and mount of surface runoff?. c. Alterations to the course or flow of flood waters? d. Change in the mount of surface water in any waterbody? e. Discharge into surface waters, or in any alteration of surface water quality, including but not limited to, temperature, dissolved oxygen or turbidity? f. Alteration of the direction or rate of flow of ground waters? X X X X X X X X X X X X X S~C'F, QA~F, AIg. IE$ 2 Yes Maybe No Change in the qn~ntity of ground waters, either through direct additions, withdrawals, or through interception of an aquifer by cuts or excavations? Reduction in the amoum of water otherwise available for public water supplies? Exposure of people or property to water related hazards such as flooding? Phnt Life. Will the proposal result in: as Change in the diversity of species,or number of any native species of plants (including trees, shrubs, firass, crops, and aquatic plants)? Reduction of the numbers of any unique, rare, threatened, or endangered species of plants? Introduction of new species of plants into an area of native vegetation, or in a barrier to the normal replenishment of existing species? d. Reduction in the acreage of any agricultural crop? Animal Life. Wffi the proposal result in: ao Change in the diversity of species, or m~mbers of any species of animals (animals includes all land animals, birds, reptiles, amphibians, fish, shellfish, benthic orga~.'ms, and/or insects)? Reduction of the numbers of any unique, rare, threatened, or endangered species of animals? The introduction of new wildlife species into an area? d. A barrier to the migration or movement of animals? e. Deterioration to existing fish or wildlife habitat? X X X X X X X X X X X s~cso^ma~9.ms 3 Y¢$ Maybe No 10. Noise. Will the proposal result in: a. Increases in existing noise levels? b. Exposure of people to severe noise levels? c. Exposure of people to severe vibrations? Light and Ginre. Will the proposal produce or result in new fight or glare? Land Use. Will the proposal result in: a. Alteration of the present land use of an area? b. Alteration to the future planned land use of an area as described in a community or general plan? Naturnl Resources. Will the proposal result in: a. An increase in the rate of use of any natural resources? b. The depletion of any nonrenewable natural resource? Risk of Upset. Will the proposal result in: a. A risk of an explosion or the release of any hazardous substances in the event of an accident or upset conditions (hazardous substances includes, but is not limited to, oil, pesticides, chemicals or radiation)? b. The use, storage, transport or disposal of any toxic or hazardous materials (including, but not limited to oil, pesticicles, chemicals, or radiation)? c. Possible interference with an emergency response plan or an emergency evacuation plan? X X X X X X X X X X X s~cr~^~.~9.ms 4 Y¢~ Maybe NO 11. 12. 13. 14. Population. Will the proposal alter the location, distribution, density, or growth rate of the human population of an area? Housing. Will the proposal affect existing housing or create a demand for additional housing? Transportation/Circulation. Will the proposal result in: a. Generation of substantial additional vehicular movement? b. Effects on existing parking facilities, or demand for new parking? c. Substantinl impac~ upon existing transporlation systems, including public Unnsl~rlntion? d. Alterations to present patXerns of circulation or movement of people and/or goods? c. Alterations to waterborne, rail or air waffic? f. Increase in traffic hazards m motor vehicles, bicyclists or pedestrians? Public Services. Will the proposal have substantial effect upon, or result in a need for new or altered governmentnl services in any of the following areas: a. Fire protection? b. Police protection? c. Schools? d. Parks or other recreational facilities? e. Maintenance of public facilities, including roads? f. Other governmental services: Solid Waste Management. X X X X X X X X X X X X X s~cr~^~:~9.ms 5 Yes Maybe N0 15. 16. 17. 18. Energy. Will the proposal result in: a. Use of substantial mounts of fuel or energy? __ __ b. Substaetia! increase in demand upon existing sources of energy, or require the development of new sources of ene~? -- -- Utilities. Will the proposal result in a need for new systems, or substanti~ alterations to any of the following utilities: a. Power or natural gas? -- -- b. Communications systems? -- -- c. Water systems? -- -- d. Sanitary sewer systems or septic tanks? __ __ e. Swrm water drainage systems? __ -- f. Solid waste disposal systems? X __ g. Will the pwposal result in a disjointed or inefficient pattern of utility delivery system improvements for any of the above? Human Health. Will the proposal result in: a. The creation of any health hazard or potential health hazard? -- -- b. The exposure of people to potential health hazards, including the exposure of sensitive receptors (such as schools and hospitals) to toxic pollutant emissions? __ -- Aesthetics. Will the pwposal result in: a. The obstruction of any scenic vista or view open to the public? -- -- X X X X X X X X X X X SXCEQAX~,AI9.IF~ 6 Yes Maybe NO 19. 20. The creation of an aesthetically offensive site open to public view? c. Detrimental visual impacts on the surrounding area? Recreation. Will the proposal result in an impact upon the quality or quantity of existing recreational resources or opportunities? Cultural Resources. Will the proposal resuR in: The alteration or destruction of any paleontologic, prehistoric, archaeological or historic site? Adverse physical or aesthetic effects to a prehistoric or historic building, stmcukre, or object? Any potential to cause a physical change which would affect unique ethnic cultural values? d, Restrictions to existing religious or sacred uses within the potential impact area? ..X X X X X X X S%CEQAXEAI9.Ir~ 7 HI DISCUSSION OF T~, ENVIRO~AL IMPACTS Earth 1. Water Plant Life 4. No. The Household ~ Waste and Source Reduction and Recycling Elements of the City's solid waste management plan will create programs to reduce the mount of solid waste going inW area landfills and address the disposal and recycling needs for common household hazardous waste such as household cleaners, paints and auwmotive products. Implementation of these programs and activities will reduce the impact on the environment. As a result, no impacts w area earth resources are anticipate~!. No. The Household Hazardous Waste and Source Reduction and Recycling Elements of the City' s solid waste management plan will create programs to reduce the amount of solid waste going inW area landfills and address the disposal and recycling needs for common household b~nrdous waste such as household cleaners, paints and auWmotive products. Implementation of these programs and activities will reduce the impact on the environment. As a result, no impacts to area air resources are anticipated. No. The Household Hazardous Waste and Source Reduction and Recycling Elements of the City' s solid waste management plan will create pwgrams to reduce the amount of solid waste going into area landfi!!-~ and address the disposal and recycling needs for common household hazardous waste such as household cleaners, paints and automotive products. Implementation of these programs and activities will reduce the impact on the environment. As a result, no impacts to area water resources are anticipated. No. The Househol~ H~aT~rdous Waste and Source Reduction and Recycling Elements of the City' s solid waste management plan will create programs to reduce the amount of solid waste going into area hndfdls and address the disposal and recycling needs for common household hazardous waste such as household cleaners, paints-and automotive products. Implementation of these programs and activities will reduce the impact on the environment. As a result, no impacts to area plant life resources are anticipated. ~ S~C~QA~F,A 19.IE$ 8 Animal Life No. The Household Hazardous Waste and Source Reduction and Recycling Elements of the City' s solid waste management plan will create programs to reduce the amount of solid waste going into area landfills and address the disposal and recycling needs for common household hazardous waste such as household cleaners, paints and automotive products. Implementation of these programs and activities will reduce the impact on the environment. As a result, no impacts to area animal life resources are anticipated. No. The Household Hazardous Waste and Source Reduction and Recycling Elements of the City' s solid waste management plan will create programs to reduce the amount of solid waste going into ax~ lnndfillg and addles the disposal and recycling needs for common household hazardous waste such as household cleaners, paints and automotive products. Implementation of these programs and activities will reduce the impact on the environment. As a result, no noise impacts are anticipated. Lil, ht and Glare No. The Household Hazardous Waste and Source Reduction and Recycling Elements of the City' s solid waste management plan will create programs to reduce the amount of solid waste going into area landfills and address the disposal and recycling needs for common household hazardous waste such as household cleaners, paints and automotive products. Implementation of these programs and activities will reduce the impact on the environment. As a result, no light and glare impacts are anticipated. Land Use No. The Household Hazardous Waste and Source Reduction and Recycling Elements of the City 's solid waste management plan will create programs to reduce the amount of solid waste going into area land fills and address the disposal and recycling needs for common household hazardous waste such as household cleaners, paints and automotive products. Implementation of these programs and activities will reduce the impact on the environment. As a result, no in/pacts to area land uses are anticipated. Natural Resources No. The Household ~rdous Waste and Source Reduction and Recycling Elements of the City's solid waste mauagement plan will create programs to reduce the amount of solid waste going into area landfills and address the disposal and recycling needs for common household hazardous waste such as household cleaners, paints and automotive products. Implementation of these programs and activities will reduce the impact on the environment. As a result, no natural resources impacts are anticipated. Risk of Upset 10.a,b. Yes. The management and recycling of solid and household bnTardous wastes could result in a risk of explosion or the release of a hazardous substance, or the storage, transport, and disposal of toxic and hazardous materi~i-~. However, implementation · of this plan will msnd~te improved storage, trallspolt and disposal of these substances which will reduce future impacts on the environment. The impacts from potential accidental release are signi~can~y less than the risks from the continued improper disposal of these materials. As a result, no significant impacts are anticipated from this project. ]O.C. NOo The Household H~7~rdolls Wast~ a!ld Soilroe Reduction and Recycling Elements of the City' s solid waste management plan will create programs to.reduce the amount of solid waste going into area landfills and address the disposal and recycling needs for common household hazardous waste such as household cleaners, paints and automotive products. The program will not impact or interfer with any emergency evacuation plans. As a result, no impacts are anticipated. Population 11. No. The Household 1-137ardous Waste and Source Reduction and Recycling Elements of the City's solid waste management plan will create programs to reduce the amount of solid waste going into area !~nd~lls and address the disposal and recycling needs for common household hazardous waste such as household cleaners, paints and automotive products. Implementation of these programs and activities will reduce the impact on the environment. As a result, no population impacts are anticipated. Housinl, 12. No. The Household Hazardous Waste and Source Reduction and Recycling Elements of the City's solid waste management plan will create programs to reduce the amount of solid waste going into area landfffis and address the disposal and recycling neexis for common household hazardous waste such as household cleaners, paints and automotive products. Implementation of these programs and activities will reduce the impact on the environment. As a result, no impacts to local housing are anticipated. ~ S~CEQA~,EAIg. IE$ 10 Transportation/Circulation 13. No. The Household Hazardous Waste and Source Reduction and Recycling Elements of the City's solid waste management plan will create programs to reduce the mount of solid waste going into area landfills and address the disposal and recycling needs for common household hazardous waste such as household cleanerS, paints and automotive products. Implementation of these proStams and activities will reduce the impact on the environment. As a result, no impacts to transportation/circulation facilities are anticipated. Public Services 14.a,b,c,d,e. No. The Household Hazardous Waste and Source Reduction and l~cycling Elements of the City's solid waste management plan will acate programs to reduce the mount of solid waste going into area landfills and address the disposal and recycling needs for common household bm-ardous waste such as household cleanerS, paints and automotive products. Implementation of these programs and activities will reduce the impact on the environment. As a result, no impacts to these public services arc anticipated. 14.f. Yes. The Household Hazardous Waste and Source Reduction and Recycling Elements of the City's solid waste management plan will create pwgrams to reduce the mount of solid waste going into area land~lh and address the disposal and recycling needs for common household hazardous waste such as household cleanerS, paints and automotive products. The management and recycling of solid and household hazardous wastes could result 'in the need for additional solid waste management services. However, these new public services arc not expected to have a significant impact. Energy 15. No. The Household Hazardous Waste and Source Reduction and Recycling Elements of the City's solid waste management plan will create programs to reduce the mount of solid waste going inW area landfills and address the disposal and recycling needs for common household hazardous waste such as household cleanerS, paints and automotive products. Implementation of these programs and activities will reduce the impact on the environment. As a result, no impacts to energy resources are anticipated. S'kCEQA\F..AIg. I]~q 11 ~ 'Utilities 16.a,b,c,d,e. No. The Household Hazardous Waste and Source Reduction and Recycling Elements of the City' s solid waste management plan will create programs to reduce the mount of solid waste going into area landfills and address the disposal and recycling needs for common household bn79rdOIls waste such as household cleaners, paints and automotive products. Implementation of these progrnm-~ and activities will reduce the impact on the environment. As a result, no impacts to these utilities are anticipated. 16.f. Yes. The Household Hazardous Waste and Source Reduction and Recycling Elements of the City' s solid waste management plan will create programs to reduce the mount of solid waste going into area landfills and address the disposal and recycling needs for common household hazardous waste such as household cleaners, paints and automotive products. The management and recycling of solid and household hazardous wastes will result in the need for additional solid waste management resources. However, the demand for new solid waste disposal facilties will be considerably less is expected W occur without this pwgram. As a result, no significant impacts are expected to occur as as result of this pwgram. Human Health 17. No. The Household Hazardous Waste and Source Reduction and Recycling Elements of the City's solid waste management plan will create programs to reduce the mount of solid waste going into area land fills and address the disposal and recycling needs for common household hazardous waste such as household cleaners, paints and automotive products. Implementation of these programs and activities will reduce the impact on the enviwnment. As a result, no impacts to human health are anticipated. Aesthetics 18. No. The Household Hazardous Waste and Source Reduction and Recycling Elements of the City' s solid waste management plan will create programs to reduce the mount of solid waste going into area landfffis and address the disposal and recycling needs for common household hazardous waste such as household cleaners, paints and automotive products. Implementation of these programs and activities will reduce the impact on the environment. As a result, no impacts to aesthetics resources are anticipated. ~" S\CEQAXEA19.1ES 12 Recreation 19. No. The Household Hazardous Waste and Source Reduction and Recycling Elements of the. City's solid waste management plan will create programs to reduce the mount of solid waste going into area landfills and address the disposal and recycling needs for common household haTerdons waste such as household cleaners, paints and automotive products. Implementation of these programs and activities will reduce the impact on the environment. As a result, no impacts to recreation resources are anticipated. Cultural Resources 20. No. The Household Hazardous Waste and Source Reduction and Recycling Elements of the City's solid waste management plan will create programs to reduce the mount of solid waste going into area landfills and address the disposal and recycling needs for common household hazardous waste such as household cleaners, paints and automotive products. Implementation of these programs and activities will reduce the impact on the environment. As a result, no impacts to cultural resources are anticipated. s~csq^x~9.ms 13 "~ IV MANDATORY FINDINC~ OF SIGNIFICANCE Does the project have the potential to either: degrade the quality of the environment, substantinlly reduce the habitat of a fish, wildlife or bird species, cause a fish, wildlife or bird population to drop below serf sust~ininE levels, threaten to eliminate a plant, bird or animal species, or eliminate important examples of the major periods of California history or prehistory? Maybe No X , Does the project have the potential to achieve sinon term, to the disadvantage of long term, environmental goals? (A short term impact on the environment is one which occurs in a relatively brief, definitive period of time while long term impacts will endure well into the future.) X Does the project have impacts which are individually limited, but cumuhtlvely considerable? (A project's impact on two or more separate resources may be relatively small, but where the effect of the total of those impacts on the environment is significant.) X Does the project have environmental effects which will cause substantial adverse effects on human beings, either directly or indirectly? X V DEPARTMENT OF FISH AND GAME "DE MINIMUS" FINDINGS Does the project have the potential to cause any adverse effect, either individually or cumulatively, on fish and wildlife resources? Wildlife is defmed as "all wild animals, birds, plants, fish, amphibians, and related ecological communities, including the habitat upon which the wildlife depends on for it's continued viability" (Section 711.2, Fish and Game Code). Y¢5 X ---- sxc~^x~ ~9.ms 14 ENVIRONMENTAL DETERMINATION On the basis of this initial evaluation: I fred that the proposed project COULD NOT have a significant effect on the environment, and a NF.~A~ DECLARATION will be prepared. X I fred that although the proposed project could have a significant effect on the environment, there Wrr .l . NOT be a significant effect in this case because the Mitigation Measures descri~ on the atlached sheets and in the Conditions of Approval that have been added to the project wffi mitigate any potentially significant impam to a level of insignificance, and a NEGA~ DECLARATION will be prepared. I fred the proposed project MAY have a significant effect on the environment, and an ENVIRO~AL IMPACT REPORT is required. Prcpaxr~ by: Signature David W. Hotart. Associate Planner Name and Title August 17. 1992 Date sxc'ao^xr~lg.ms 15 '-- ITEM NO. 13 TO: FROM: DATE: SUBJECT: PREPARED BY: APPROVAL CITY ATTORNEY FINANCE OFFICER CITY MANAGER CITY OF TEMECULA AGENDA REPORT City Manager/City Council Scott F. Field City Attorney October 6, 1992 Item No. 13 - Transfer of Jones Intercable Franchise to Inland Cable TV City Clerk June S. Greek BACKGROUND: The staff will finalize a staff report on this item and forward it to you under separate cover. JSG ITEM NO. 14 APPROVAL CITY ATTORNEY FINANCE OFFICER CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Council/City Manager Gary Thornhill, Director of Planning October 6, 1992 Proposed Casino on Pechanga Indian Reservation Property RECOMMENDATION: Receive and File. BACKGROUND At the City Council meeting of September 22, 1992, the Council requested staff to research the status of a proposed plan to construct a casino and related uses on the Pechanga Indian Reservation. Since the last Council meeting, on numerous occasions, staff has attempted to contact representatives of the tribe for information relative to the proposal. Regretfully, none of staff's phone calls were answered, nor were messages returned. However, staff did manage to obtain copies of a proposal (including a memorandum of understanding) by Alex Michaels to construct a casino complex for the Pechanga Indians. The proposal and memorandum of understanding are attached to the report. However, staff does not know the status of this proposal and the copy of the memorandum of understanding that we have is not signed by either party. Mr. Michaels is proposing to construct a destination resort complex on 235 acres know as the "Kelsey Parcel," which is located on Pala Road, near its intersection with Via Eduardo. The proposal consists of a cas. ino (including cards, bingo, off-track betting and video gaming), an amphitheater, a 400 room hotel (with plans for expansion), restaurants, a conference center, recreation vehicle park, health club and spa, a factory outlet shopping center, and an 18 hole golf course. The consultant estimates that the resort will attract over one million visitors annually. In order to obtain more information relative to this proposal and the approval process in general, staff contacted the Bureau of Indian Affairs (B.I.A.). According to a staff person at the Sacramento headquarters, no formal applications has been filed with the B.I.A. S~STN=FWmCASa, O.CC 1 Staff was further advised that an application would only be required to be filed in the event that the Pechanga Tribe chose to contract with an outside management corporation. No approvals are required by the B.I.A. so long as the Tribe does not contract with an outside contractor, nor is any environmental review required. However, if an outside contractor is utilized, the following is required: 1. The contract must be reviewed and approved by the B.I.A, The contract group must be fingerprinted by the F.B.I. and then those prints checked for past infractions, The project is subject to the National Environmental Policy Act (NEPA), which requests review of the proposal. To assure that the City receives notification of any applications, staff has sent a letter (attached) to the B.I.A., requesting notification of any request by the Tribe for development proposals. Staff will also keep the Council informed as to the status of any development proposals being proposed on the Reservation. Attachments: S~TAFRqPT~CASINO.CC 2 PECHANGA BAND OF MISSION INDIANS KELSEY PROJECT Memorandum of Understanding Pechanga / Alex Mlchaels Group Redllne Draft Original document: C:\CLIENT\PECHANGA\MOU.003 Revised document: C:\CLIKNT\PECHANGA\MOU.004 Deletions appear as struck-through text surrounded by [1 Additions appear as bold-underlined text NENORANDUN OF UNDERSTANDING This Memorandum of Understanding summarizes the basic terms of an agreement to be entered into between the Temecula Band of x-uiseno Mission Indians (sometimes referred to as the Pechanga Band of ~ission Indians), a faderally recognized Indian tribe (the 'Tribe' hereinafter), and the Alex Michaels Group of Companies ( "AHG" ), a Nevada corporation. RECITALS A. The Tribe is a faderally recognized Indian tribe with a reservation near Temecula, California. Included within the Tribe's reservation boundaries is a parcel described in Exhibit A attached hereto and referred to hereinafter as the "Kelsey Parcel.e B. The Tribe is desirous of commercially developing the Kelsey Parcel as a destination resort. Tentative plans for development include the 'construction and operation of a gaming facility, hotel, golf course, conference center, restaurants, retail stores, recreational vehicle park, health spa, ' amphitheater, and related uses. C. The Tribe lacks'sufficient capital to develop the Kelsey Parcel and has determined that it will seek capital for such purposes from outside sources. D. AMG is an experienced commercial developer and has the financial resources, experience and expertise necessary to · develop the Kelsey Parcel as planned by the Tribe, and has the desire to assist the Tribe in doing so. E. In order to carry out the purposes and goals set forth above, T~ibe and AMG have agreed to form a Joint venture (the nJV') to develop and provide assistance in the operations of various businesses on the Kelsey Parcel. While the JV may be granted certain rights to assist in the management thereof, Tribe shall retain all ownership of the Parcel, buildings and other improvements thereon and as to any.gaming activities in particular shall retain the sole proprietary Interest as provided in the Indian Gaming Regulatory Act, 25 U.S.C. S 2701, et seq. (nlGRA"). F. ANG acknowledges and agrees that.the primary purpose of the project is to provide economic developmental opportunities to the Tribe, Including employment, job training, career advancement, management. responsibility and the like for Tribal members, and revenues for the Tribe and its various governmental programs. ANG further acknowledges and recognizes that the Tribe is a sovereign governmental entity and that no aspect of this project is intended to, or will, deprive or diminish such status" of the Tribe. G. This Memorandum sets forth the preliminary terms and conditions agreed upon between the parties for the purpose of guiding them in preparing the formal documentation of their agreement (the "Final Documents,), which are intended to be valid and enforceable c6ntracts, leases, and related documents. Although it demonstrates the good faith of the parties in finalising said documents, the Parties understand that the terms herein may change materially end that until the Final Documents have bee~executed by the parties end approved by the appropriate federal agencies, which may include the Bureau of Indian Affairs, the National Indian Gaming Commission, or both (the "Government Agencies"), there shall be no contractual commitment by the parties' except as specifically set forth below. BASIC CONCEPTS: 1. Capital PaYments. AMG has determined that the capital necessary for all development, construction (including furniture, fixtures and equipment), start-up end training costs, staffing and operations for at least one year, totals approximately 830 million (the "Initial Capital"). The tentative use of such funds is set forth in Exhibit B hereto. Tribe'is relying on the experience and expertise of AMG that such cal~ital will be sufficient to accomplish the Purposes set forth in said first phase, and AMG represents that such determination is accurate. , 2. Scope of Protect. The first phase of the ProJect will consist of the construction, delivery to Tribe, and commencement of operations · l. Pe~hel ~lqOI. 014- II~fl I J Be 4 of the basic elements of a first class destination resort, which will consist of (a) a gaming mixed-use 'U'O'U '~'\ of at least 112,000 square feet; (b) golf course of at least 120 acres, plus a clubhouse of at least 6,000 square feet7 (c) an a~phithaster seating at 'least 6,000 persons; (d) a minimum of 50,000 square feet of leasable retail space; (e) several restaurants, including one located within the gaming facility. The BiBS and location of the other restaurants will be established after the configuration of the project improvements has bean established; (f) a health spa consisting of approximately 6,000 square feet; The foregoing sizes are intended to he approximate only, but suggest the general sise and scope of the resort to be specified in the Final Documentation. A new water system for the gaming project shall be constructed, which will upgrade Tribe's other facilities where possible. Security gates and a conferenc~ center shall also be constructed at ANG's sole expense end as a gift to Tribe. 3. Capital Commitment: Loans and Financial Disclosures. ANG represents that it has or will have obtained a firm and legally binding commitment to have access to said Initial Capital on or before the commencement of construction, and will present evidence of such commitment to the Tribe prior to, end as a ., OI. Peckael%NOII. Og, 4-1iedl a lee 5 condition for, submission of Final Documents to the Government Agency for approval. In the event the Initial Capital must be .borrowed, the Tribe shall not be an obligor in connection therewith and any collateral shall be furnished by or on behalf of AMG without recourse to the Tribe. Any such loans shall be subject ~o the prior approval of the Tribe before finalization. In connection with seeking such approval, the complete identity of any obligors (the requirements for which shall be spelled out in the Final Documents), including any guarantors, as well as any source of loan funds, shall be completely disclosed to the Tribe at least sixty (60) days prior to the date any such financing is to fund. 4. Ownership and Control; Formation of Joint Venture. The parties will form the JV for the purpose of managing all development, construction and ~T-emeepk-fe~-gem~Rg-ee~v&~&esT~ operations of the project's businesses. Xt is anticipated that a Tribal corporation wl.ll acquire a Master Lease as to portions of the Kelsey Parcel and that some of the businesses, such as'-the retail stores or hotel, may be operated ~y others under subleases from the Tribal corporation, which subleases-shall be managed by the JV. Other businesses (except for the gaming project) may be operated directly by the JV or either of the vanturers, all aS to be negotiated and determined during preparation of the Final Documents. With respect to any gaming on the Kelsey Parcel, the JV shall engage in the developsent, construction and management thereof, but all ownership and proprietary interests therein 01. Pec:hlm~MO~. O04-RoeB a ida, 6 shall remain with the Tribe and shall not be part of the Master Lease. All references hereinafter to "Tribe sad AMG' may be carried out by the Jr, as maybe further negotiated in the Final Documents. INITIAL PLANNING: 5. DeveloDmant Committees. Trlbe sad AMG shall appoint Development Committees to meet sad confer on sa ongotng basis regarding the development of the Plea for the project sad preparation of the FInal Documents. The size and membership of such Governmental Agency . ~ J~~ ~' C( ~J~ p~u,~r~ ~- consulted and involved in a meaningful way in all steps of the each party'e Development Committee shall be within the sole discretion of the respective partlesA~ribe hereby [des~gaaeed~ desianates the Pechsaga Economic Development Plsaning and Review Committee as its {9eve~epe~] Developsent Commtttee.~ Within ten (10) days after execution of this Memorandum the Development Committees shall meet sad confer to determine the .following: a. A schedule of meetings to develop a Master Plea for the Kelsey Slte,.whtch planning shall take place simultsaeously with the preparation of the Final Doc-ments so that upon submission thereof to the Gov&rnment Agency, the Master Plan showing the location sad size of all facilities on the Parcel csa be submitted therewith in sufficient detail so that say required. environmental reviews can be commenced if and when required by 6. Plannine Expenses= Exclusivitv Fees. Each party shall bear its own expenses in connection with the preparation of the Final Documentation and planning associated therewith, except that in order to help defray the Tribe's expenses and in recognition of Tribe's agreement hereby to deal exclusively with ANG during the negotiation of the Final Documents, ANG shall pay to Trib~ a one-time nonrefundable fee of $100.000. DaYable $33.333 upon execution of this Agreement {~-ene-e~me een~efundab½e-sum-e~-8~00T000T0OT-aadT-upen~ and 866,666 on submission of the Final Documents to the BIA. in addition, as an advance to .the Tribe from construction funding {T~ to be recouped if and when other construction funding is recovered, ANG shall pay the Tribe the sum of {$40OvO~OTO07-wk~eh-sha~--be-depos~ed ~n~e-an-~n~e~es~-bea~ng-ese~ow-aeeeun~-and-pa~d-~e-T~be~ $400.000 upon approval of the Final Documents anY-~n~eFes~-~ke~eon~ by ~he BIA or the Indian GeminQ Commission. as required by law, The latter payment bhall be designated as the 'Tribe's ConstructiOn ~ayment~Tz~.' but its use shall be within°the sole discretion of the Tribe and need not be a~lied # to any construction expenses of this Dro~ect, CONSTRUCTION. 7. Commencement of Construction, Within a set time after approval of the Final Documents by the Government Agency, or from the date of approval of the Final Plans, as set forth below, whichever last occurs, ANG shall commence construction (the Construction Co~encement Date). 8. Construction Standards. The construction end use of the Kelsey Parcel must conform to all environmental law requirements imposed By and through the Indian Gaming Regulatory Act and of construction on Indian reservations generally. All construction must conform to the applicable and current Uniform ~ede~ Codes (e.g. the Uniform Building, Nechanical, Engineering, etc.). One or more independent, private inspectors shall be used to verify compliance with such construction standards, end inspections shall be documented and performed on a no less frequent basis then is customary in Riverside County. 9. Construction PlanninQ. Within a specified time after approval of the Final Documentation by the Government Agency the Development Committees shall commence regular meetings to confer and agree on the Construction Plans for the project. The Tribe shall have final approval of the Plans° ~hich shall not be unreasonably withheld. 10.' ANG AS Contractor. ANG shall act as contractor for the. Project, but shall not charge a contractor's or developer's fee in connection therewith. AHG will have a valid California contractor's license, or will have a duly licensed RNO or RME. Ol. PeOIiaR%IeOI.OO4-1tOdIIOO 9 11. Specifications for Subcontractors: BuildinQ. As part of the Final Plans, specifications for all subcontracts (including any bending requirements) shall be set forth end AMG shall prepare bidding documents for subcontractors in accordance with such specifiaations. Subcontractors shall be selected on the basis of a bidding process in which the 'Pechenga First' preference (as defined below) is used. The Development. Committees and AMG shall meet, review end decide upon all such · bids, and no subcontractor shall be accepted without the approval of the Development Committee, which approval shall not be unreasonably withheld. All invitations to bid, and the final acceptance process, shall reflect the Pechenga First preference (which means first preference for members of the Tribe and their businesses, such as, in this instance, building contractors), then other Native American contractors, then contractors in general. The Pechanga First preference in this instance meansl (a) there will be a right of first refusal to Pechanga members' eb ds biddinu'as subcontractors in the following cases: where a Pechanga member's bid is higher than the lowest responsible bid, # the Pechanga firm wili be given an opportunity to match the bid, and if so matched, will be accepted. The bid must be matched within five days from notification of the lower bid by the . Development Committee. Upon acceptance of bids, the contract amount shall be added to a Master Construction Budget which shall guide construction expenditures: and {b) all subcontractors submittina bids will have to include a committment to train and hire Pechanaa members wherever possible e, i. P,eehe, ~not~. ee4-nee 12. ConstrUction Su~ervision. The Development Committees shall met and confer at least once a week to discuss the progress of construction. Tribe's Development Committee shall also designate an individual ('Agents) to be available to Developer as needed to make decisions on behalf of Tribe regarding construction which does not involve any change costing more than 3% of the subcontract amount. Any request for change orders shall be submitted to and approved by the Development Committees, which shall have authority to approve change orders so long as the total change orders sought by any subcontractor will not exceed ten percent (lOt) of the subcontract. Change orders which cause a change in excess of such amount, or which cause total 'subcontract Costs on the Master Construction Budget to exceed ten percent (10t], must be approved by the Tribe. Neither the Development Committees' no: the Tribe*s approval in connection with such change orders shall be unreasonably withheld. 13. Payment of Subs. ANG shall cause ~11 charges for material and labor to be promptly'paid when due. ANG ~hall indemnify and hold Trib~ harmless from any damages caused by ANG's failure to so perform, and shall prevent the imposition of any liens or claims with respect thereto. 14. Construction Funds. Construction funds shall be disbursed from a commercial construction escrow account independent from AM(I, or by a lender's control arrangement subject to Tribe's approval of the escrow holder or control arrangement, and the method of release. Tribe shall have access to the books ~nd records of the account at all times and shall have the right to audit the account as it may reasonably deem necessary. No construction funds shall be released except in accordance with prior approved plans and specifications. 15. Completion of Construction. On the Completion Date, the JV will deliver to Tribe completed facilities in conformance with the Master Plan and ready for occupancy under no lesser standards than would be applicable to comparable buildings in the County of Riverside. PROVISIONS SPECIFIC TO THE GAMING PROJECT: 16. Pre-Openina Tralnlna. Salaries. Budeat. At least 120 days before the scheduled opening date of the G " "U'S'U"12'\ility, A~IG shall cause all .personnel for all positions at the Gaming Project to be adequately trained pursuant to a training program'to be developed in writing and approved by the Development Committees prior to comsencement of such training. For at least 60 days prior to commencement of such training, and continuing thereafter as needed, ANG and the Tribe shall agree'upon written Job descriptions for each of said positions, in~luding salax~ ranges therefor and a complete Budget for the first year's operations. The adoption of said Budget shall constitute authorization to the Gsming Pro~ect to spend no more than ten percent (10t) over the amount set forth in the Budget in the categories and amounts set forth therein. Said ten percent (10%).fleXibility shall not apply to~salaries, bonuses or other direct payment to personnel set forth in the Budget or to travel expenses. No Palmants of salary, wages or bonuses shall be made to any personnel unless provided in said Budget. 17. Employment Advertisina, Tribe and ANG shall mutually approve a method of advertising positions and salary levels and all such advertisements and solicitations for employment shall specify Tribal and Indian prmferance to the full extant possible and that the Pro~ect shall be an equal opportunity employer. It is recognized that It will be necessary to employ skilled professionals and that efforts will be made to attract the best qualified applicants to the pro~ect, 18. Screenlnu Aoplicants, Tribe and AMG shall agree upon a Personnel Committee, which committee shali screen all applicants for employees and make final decisions with r~spect thereto, except that all managerial level employees shall be subject to final approval by the Tribe and AMG and either Tribe or ANG' may require that such candidates be personally interviewed before considering them for such positions. The Pechanga First rule shall be utilized in making all personnel decisions. 13 19. Books an_d Re_cord_s_~ The books and records of all gaming operations shall be kept in accordance with generally accepted accounting principles, except t~at upon mutual agreement of the parties and ad. vice of the Auditing Firm, the books end records the gaming operations may be maintained on a cash, rather than accrue1, basis. 20. Accountina end Auditina, A major accounting firm in the Orange County, Riv&rside or 8art Diego area, to be mutually agreed upon by the parties, shall be selected prior to the acceptance of any loan proceeds, Such accounting firm shall create the formal books end records to be maintained by the various components of the prOJect,' including ell construction costs. In addition, at least ninety (90) days prior to the opening of the Gaming Project, a 'Big Six' accounting firm familiar with commercial gaming operations and acceptable to both parties shall be selected for the purpose of advising the parties with respect to the internal controls necessary'to assure proper control of transactions within the gaming facility sb the gaming project will be capable of being audited in conforman~e with generally accepted auditing principles, particularly with respect to casino operations. 21. Guarantee to Tribe. Upon opening {e~-any~ the aamina portion of the Project to the public, Tribe shall be paid a guaranteed monthly fee of Fifty Thousand Dollars (850,000), 911. ,,elimll~llOII. ell4-1led] im6 14 prorated for the number of days remaining in the month ~and-] OZ such openIn-, Such guarantee payments shell be paid as a priority over repayneat of any capital or loan palmmats. -~Vhe~eaf~e~ After the initial ~ymont, the guaranteed monthly fee shall be due and payable to the Tribe on the same basis as an expense of the Project and on tha first day of each and evezT month during the term of the Agreement, All guaranteed pa.yments shall be treated as nonrefundable advances on the Tribe's share Of net profits. 22. Operations 'in AccOrdanCe with Ipternal Controls. All operations of the gaming facility shall be operated in accordance with the internal control procedures designed by the Auditor and shall. be operated with adequate security so as to assure appropriate inventory control, receipting and integrity of cash transactions, avoidance of opportunity for skimming, and such other safeguards as would be appropriate in a business runby a reasonably prudent business person. # 23. Bondina, All persons who have access td cash and/or to financial records of the transactions shall be bonded in an amount to be determined after consultation with the Auditor. 24. Payment of Expenses. All expenses of the operation shall be paid when due and any shortfalls shall be promptly made up by AMG as set forth below. $ I. W'mclmmm~,mOm. me ,- ned m i de l ~ 25. OneratinQ Accounts, Operating bank accounts for the gaming facility shall be opened and maintained in a commercially reasonable way. Copies ot all deposits, disbursements and other activity sha~l be readily available to either party, A system for setting aside adequate reserves will be developed, but at e minimamAMG will guarantee that at all times a specified minimum amount, equalling at least one month*s expenses, will be on deposit. 26. Licensina; Gamina Ordinance, Tribe will adopt a gaming ordinance, to be attached as a material pert of the Final Documents, regulating gaming on the reservation as required by IGRA. Such ordinance will include provisions ~or licensing all personnel associated with the. gaming project, and for background investigations of all license applications and renewals. All persons hired must be of good moral character, no~ a danger to the public, the gaming industry, or the integrity of the Project, and competent for the position for which they are hired. 27. Manaaement Hirina, Trainina and Promotions. The gaming project will endeavor to use Tribal members, and then Indian people generally, to fill as many positions as possible. A specific commitment of the project will be to promote competent persons from within, and in particular to assure Tribal management whenever possible. el .Peehem%noe.eei-ltedltSse 16 28. Recetnts Collection and Counttna. All counting of receipts shall be done in a~cordance with the internal controls recommended by the Auditor but at a minimum shall include the presence of both parties' representatives unless expressly waived~ All receipts will be kept in a safe pending deposit in the bank, ~hich shall be done as promptly as possible. All transportation of funds to a bank shall be by armored carrier. 29. Determination of Expenses, All expenses charged to the project shall be in accordance with the Budget, which shall be revised through a formal process between the parties at least once annually, except that in the first year of operation it shall be reviewed at the end of the first six months of operation. Allowable expense categories shall be specified in the Final Documents. All capital expenditures shall be limited as set forth in such documents unless prior approval from both parties is obtained. Loan payments in connection with construction and start-up expenses shall not be an Expense item but instead will be made after*l) the guarantee to the Tribe has been paid and 2) all operational expenses have been made. Loan payments shall be made in accordance with a formula to be determined, A meeting shall be held at least weekly with a Trlbal gaming committee and project management to review. expenses and other operational issues of the project. 30. Profits and Distributions, Profits shall be divided on the general basis of 60% to Tribe, 40% to AMG, and in accordance with a formula to'be developed in the Final Documents and, except for guarantee payments to Tribe, shall be disbursed, if at a11, simultaneously to beth parties. Monthly financial statements, prepared by the project accounting firm and audited annually by the Auditor, shall be prepared and issued by the fifteenth day of the following month and transmitted to both parties by such date, together with payment of any profits due in accordance with said formula. 31. Terms. AMG shall retain its' rights in the project for seven years. Upon terminatio~assets shall be distributed 60~40 on the basis of a formula and timing to be developed in the Final Documents. 32. Security. The project shall provide adequate guard and security services at all times, to be provided by an independent, bonded and licensed security service, or by a Tribal police or security force if one exists. 33. Location of Books and Records. All books and records of the project shall remain on the premises thereof and in a secure, fireproof place, at all times. PROVISIONS APPLICABLE TO OTHER PRO4ECT8: o I. Peehstm~wOw. OOe -Red I f so l 8 "' 34. Leases, FranChises and Subcontracts. Master leases, subleases, franchises and subcontracts in connection with the other elements of the project (e.g., the hotel, spa, etc.) shall be addressed in the Final Documents and may involve the creation of a Tribal corporation and/or a management Joint venture. AMG will begin making efforts as soon as this memorandum is executed to attract tenants, franchisors and the like to operate or occupy such businesses, subject to review and approval of the Development Committees. To the extant possiblesuch arrangements will be specified in the Final Documents. AMG recognizes that no mortgage or security interest will be created in any Tribal asset, including but not limited to the Kelsey Parcel, and that profit participations and other benefits may be differant among the various businesses, all as to he determined in the Final Documents. The Pechanaa First concept shall be used in awardina leases in terms of: fa) the ownership of the leasina business. and (b) committment by prospective lessees to train and hire Pechanqa members. .35. Other Terms. All. Final Documents will have provisions for dispute resolution, application of State, Federal or Tribal law where appropriate, termination, sending of notices and such other provisions as may be appropriate, either specifically or generally, to the matters referred to herein. None of the parties' rights will be subjeot to assignment without the consent of the other· l 4. PwChmwa'~nWw-em41. We) 19 ,._._ 36. Personal Guarantee. All of AMG's obligations herein shall be personally guaranteed by Alex Michaels individually. Date: TEMECULA BAND OF LUISENO MISSION INDIANS (PECHANGA BAND OF MISSION INDIANS) Its: "TRIBE* Date: ALEX MICHAELS GROUP OF COMPANIES By: Its: Date: ALEX MICHAELS, AN INDIVIDUAL ALEX MICHAELS O m. Pectlma*~leOll. 004 -Red I I me 2 0 "~ pOT~-NTI~L w. qyT.OYR~-lq~ OPPORTUNITIES PRC~Ta, NGX CABTNO ]xlqD SP~ DIRECTOR OF ADMINISTRATION Maintenance & Engineering Director of Maintenance Carpenters Electricians Engineers Abatement Painters Laborers .Technicians Upholsterers Carpet Men Truck Drivers Director of landscaping Gardeners Sweeper Operator Security Chief of Security Dispatcher Showline Guards Security Officers Survey Room Box Office Director of Retail Outlets Managers Print.Shop Supervisor Purchasing Director of Purchasing Food Service Receivables Housekeeping Window Washers Linen Porters Public Area Porters Utility Pool Tennis Courts Supply Room Uniform Workers Trash laundry Waxers Shampooers Mail & Distribution Front Desk Cashiers Business Center Pool Valet DIRECTOR OF COMMUNICATIONS Telephone Operators Telephone Maintenance Technicians 1 DIRECTOR OF TRAFFIC MANAGEMENT DIRECTOR OF RECREATIONAL VEHICLE FACILITY LEGAL COUNSEL DIRECTOR INTERNAL.AUDIT DIRECTOR OF ECONOMIC OPPORTUNITY DIRECTOR HUMAN RESOURCES Personnel Personnel Manager Assistant Personnel Manager Secretaries Aptitude Testing Training Manager Apprenticeship Manager Program Coordinators Job Counseling Governmental Assistance Manager (Loans, etc.) DIRECTOR/FINANCE Controller Assistant Controller/Accounting General Ledger Box Office Audit Assistant Controller/Food & Beverage Food & Beverage Control Head Cashier Cashiers Waiters/Waitresses Busboys Accounts Receivable Accounts Payable Cash Accounts Record Retention Planning & Control Manager Casino Cage Operations/Credit & Collections Collection Manager Cage Manager Cage Shift Managers Assistant Cage Shift Manager~ Cage Cashiers Credit & Collection Casino Audit Risk Management Secretary to Vice President of Finance Management Information Systems Risk Coordinator Paymaster Director Information Systems Secretary Assistant Director Information Systems Operations Manager Operations Support Grave Shift Operators Day Shift Operators Swing Shift Operators PC Support PC Specialist Systems Analyst Software Support Programming Financial Programming Casino SyStem Coordinator DIRECTOR OF ENTERTAINMENT Show Ticket Booth Stage Manager carpentry Props Wardrobe Electricians Spots Laser Stage Sound DIRECTOR OF FOOD & BEVERAGE Director Specialty Rooms .Buffet Executive Chef Assistant Executive Chef Executive Steward Kitchen Staff Beverage Manager Manager Cocktail Service DIRECTOR CASINO OPERATIONS Casino Hosts- Race Book Cardroom Manager Shift Supervisor Day Supervisor Grave Supervisor Ending Supervisor Floorperson Board Person ~ealer Coordinator Dealers Lead Porter Porter Props Cashiers Chip Person Chip Runners Lead Food Server Food Server Bingo Manager Bus Supervisor Bus Coordinator Operations Supervisor Game Supervisor Caller Lead Food Server Food Server Lead Floor Clerk Floor Clerk Lead Hostess Hostess Administrative Supervisor (Night/Day) Account Clerks Cashiers Packagers Clerical Staff Off Track Betting Manager AdmisSions Clerks Publications Salesclerks DIRECTOR OF GOLF FACILITY Golf Course Supervisor Golf Course Supervisor Assistant Greenskeepers Greens mower Rough mower Cup changer Sand Traps Pesticides/Fertilizer, Irrigation Mechanics Tree Surgeon Heavy.Equipment Operators Vertidrain Skiploader Boom Truck Landscapers Pro Shop Golf Professional Assistant Golf Pro Pro Shop Manager Buyer Clothing/Accessory Manager Beverage/Snack Manager Cart Room Cart Boys Golf Cart Mechanics etc. CASINO MARKETING Junkets Casino Analysis Coordinators Special Events DIRECTOR SALES & MARKETING DIRECTOR TOUR & TRAVEL Sales Manager Tour Manager Director of Tour & Travel 4 DIRECTOR ADVERTISING & PUBLIC RELATIONS Community Relations Local Government Liaison Media Manager Art Department Publicity Managers DIRECTOR OF ARCHEOLOGICAL SENSITIVITY DIRECTOR INTERNATIONAL MARKET DIRECTOR CASINO PROGRAMS DIRECTOR ORIENTAL MARKETING DIRECTOR/CONVENTIONS Director of Catering Convention Sales Director of Convention Services Technical Director The Jobs as listed set out major categories and subcategories within the major categories. Within these general job descriptions are subpositions which are not limited to assistants, secretaries, clerks, trainsee. As well, the facility will be running on a 24 hour basis. Our estimates are that approximately 1,000 Jobs will be created from the facility and these jobs will be managed under what is know as the "Pethangs First Rule". That means the Tribal Members have the first opportunity for whatever jobs will be available and thereafter, the jobs will be available to primarily, Native Americans. This project will create an enormous employment opportunity for Band Members and we are interested in an inventory of just who might be interested in the various Jobs. You are most certainly not limited to being interested in just one form of employment. There may be several different Jobs that are of interest to you. Please let us know your thoughts and any background information on yourself as soon as possible. 5 CASINO Continued ]ran: B-1 killed. There was all kinds of corruption." ibanez said. "But mey ¢some tribal council members} kept tr}'inE and kept tn.'ing. and now all of a sudden even'thinE has changed." At the end of May. the tribe approved ti;e exclusive seven-year agreement with Claremoat-based developer Alex Michaets. The pmn· includes n casino, 6.000-seat am- phitl~ealer. shopp,ng center. gol; course. clubhouse. ~veral rer~au- tans. 250-room hotel and health spa. In addition to sharing gaming pro~t~ with the tribe. Michaels promised to install a new water system for the gaming operation and resort. As a gift to the tribe. he also promises to build securiv.,' gat5 and n conference center. Michaels expects to spend about $30 million to design. build. fur- nish. staff and operate the project for at leas~ a year. He estimated that 1.000 jobs will be created. The Temecula tribe has 900 members: 420 people. both members and non-members. now live on the reservation. Ibanez. chairman of me tribo's membership committee. said Ire recently received a number of applications. He suspects me inter- est in membership may be tied m plans for the casino. Miranda and diner tribal council members have refused to com- ment on Me project. Some Temecula trmal members fear they will face the same prab- lems that have plaSued similar gaming projects in RiveSde Coun- ty and elsewhere. Cabazon has been besieged by charSes of cor- ruption. including .alleSatio~ of misuse of funds and murder. Mo- rongo and Soboba binSo halls both have closed temporarily in the past because of management problems. The Temecola casino would be built on 235 acres owned by Me tribe on the sonm side of Pare -Road. across from Me entrance to Temecula band of Luiseno Mission Indians ;.-~ '~ DescenOsnts of the TerneKu OartO of IrKhans. the trdoe s ancestral villages were located in tl~ Ternecula Valley. Later the triDe came under tits mlluence of prmSts at the San Luis Roy MissiOn in Ocelnside. Lecstlea: southeast of 'rorneculs E~t tillhal Aug. 29. 1893 Size: 4.394 acres I~ _Iktrm: 420 Tdlml ,.I ~.,ddla: 900 CI,,~r&.L n~ Jennie Mrancll T~Iaal emmeh: seven morntars the reservation. The U.S. govern- meat boutlit the land in 1907. The tribe, hoplq to develop rite proP- eny to mr its economy, artally got ti~e title to the !and in 1988. Since then. Me tribal council bas debated the best way to develop the land, wire proposals ranging from sand mining to commercial operations. lbanez doesn't oppose develop ing the land. He wants to make sure Me revenue from the pro- posed casino project will benefit all members. There is no plan for ho~' the tribe will use the revenue, be said. BurJess. Me oldest tribal mem- ber living on the reservation. has her doubts about the benefits of a casino. "I'm nOI So crazy about the propnsaL" she said. Living alone in an old mobile The Press-Enterprise home with her dog Teehie, Burges~ longs for the simple life that uni- fied the tribe in the past. "Though people lived farther apart, there was a cennin amoun' ~' of interdependence on each oth er," ~e recalled. s .Tribal members used to share their provisions and lake care of tile elderly and sick, she said. In those days, Burgess camed buckets of water across the valley to an old Childless woman who lived at the bose of the foothills. "Our old beloa~ed to even/body on the resen, ation," She said., "Now, it's like everywhere else. You get what you Jet." I I I I I I I I I 1 ! Proposal for a Partnership Agreement between the Alex Michaels Group of Companies and the Pechanga Band of Indians As Partners in a Umited Partnership For Development and Management Agreements for the "Kdsey'Pareel" DECEMBER, 1991 PRF. FAC~- This proposal is submitted to the Pechanga Band of Indians to secure development fights and licenses for the 235 acre Kelsey Parcel. The Alex Michaels Group of Companies (AMGC) is submitting a proposal that is designed to project our sensitivity to Native Americans. This ~ is not written merely as a profit motivated venture, or as a source of additional revenue for the Pechangas. It is written to develop a working, long-term partnership between the Pechangas and AMGC. As with all of the Alex Michaeis Group of Companies (AMGC) submissions, this document is considered a "five" document to be discussed and altered and enhanced with recommendations that reflect a consensus of agreement of all parties in order to develop the Kelsey property in a manner that is best for the partnership. OV'~RVII:,W Kelsey represents the promise of an exceptional economic opportunity for the Pechanga Indians. The Kelsey development is envisioned as a midti-element, full spectrum, destination ,ro)ect featuring the full, Callforn:a casino. Pechanga/Ke~sey. parcel. This project will be development based upon six/diStinct destiaaHon attractions. Kelsey will provide a variety of activiti~ to its gums, and a diversity of revenue generaung sources to ,u owners. Visitors will be attracted to sin le-clay oriented activities ~.mcl. udinS: tel--in at the health c~-and spa, a ' ev.e.ning of excitment of gaming activities in the luxurious Casino Pech-nga. Dueto the scope and diversity of the Kelsey project, AMGC has projected that the corn rehensive development will gen. erate at least four times ~e revenue than a stand-alone castno. This strength will enable the Band to realize economic Self-Determination and Sovereign for the Pechan a eople. With the · of economic strengtt]~ projected by ~{gC the Band willt~ave a free hand in d~termining/controling their future. · Control AMGC is presenting a proposal -.hat allows the maximum control for the Band. The control is in many for~___s including: A. Pechangas maintaining a voting majority on the Joint Committee. B. The Band is in a legal and binding contractual partnership with AMGC overseeing the complete development of Kelsey. C. The Band is in total control of work permits. D. The Pechangas will have the opportunity to staff every position in every department including department directors (top operational position). E. The Band will oversee the enforcement of the Pechanga FnstRule. '1:. The Band has the opportunity to address this document and the full proposal. These documents are considered 'live' documents that will grow with Pechanga recommendations and iupu PROFFf .R The Alex Michaels Group of Companies Founded in 1969, The Alex Michaels Group of Companies (AMCwC), is a dynamic, diversified real estate development and investment firm. Through the years, real estate has proven to be an asset with tremendous economic potential. However. with the complexities of today's real estate marketplace, a sound investment requires a depth of specialized knowledge and experience. AMCwC has learned that any real estate investment needs a comprehensive approach that takes into account the location of the property, creative acquisition and a development program which reflects a sensitivity to the realities of today's .sophisticated development environmenL AMC_~ had assembled a management team with strong, hands-on experience and expertise in the critical fields of acquisition, land use planning, governmental relations, finance and engineering. These separate -disciplines, grouped under one roof, reflect a comprehensive team commitment to achieving successful program. AMGC has long history of successfully developing residential, commercial and business enterprises. AMC_~'s largest project consists of a 1720 acre residental development in Riverside County. Diversity is a key element in the strength of AMC.~'s development portfolio. Alex Michaels Founder Alex Michaels has been called a "text book" example of an entrepreneur. Michaels is a "Self Made" individual. He started his business career early in life and has based his success upon one fundamental premise; "In this life we have to make things hapl~en." He fervently believes that you don't have to have a Harvard MBA to be successful. Michaels is the classic example of individuals who are motivated, who are willing to make a committment to work hard w reach a goal, can accomplish just about anything they desire! This philosophy wok Michaels from a very humble beginning to a gross worth of more than $50,000,000.00. Michaels has more than purely economic and development reasons in making the Kelsey project work. Married to a Native Ameritmu/Hawaiian whose family are activists in Hawaiian issues, Michaeis, through his own involvement has developed a special sensitivity and understanding of Native American issues. A MGC, BY ]',qYN'F.-qR PY-YF[ .ORC)PHY-K F.'I'.RF.Y AMGC has, from the very inception, approached the development of the Kelsey parcel with three principle objectives. They are very simply thac A. The complex must be operated by Native Americans. B. The 235 acre Kelsey property be developed in a comprehensive manner. C. Development decisions for the Kelsey parcel will be orginated and implemented from a partnership relationship established between AMGC and the Pechanga Band of Indians. AMGC feels that if the three principle objectives are achieved then it becomes a Win-Win situation for all. P]:.CHANGA FIR,~T RI TI AMGC is insistant that Pechangas run and staff the Casino and other operations at Kelsey. AMGC has a phrase for this, "Pechanga First*. The priority for employment and economic opportunities at Kelse will be for Pechangas First, then other Native Americans. ~YGC firmly believes that: A. The Pechanga Band members are potentially capable of managing and staffing the operation of the entire complex. (After nil who would have more to gain from a well run facility than the Pecbnngzs?) B. It is their birthright to manage and operate the complex located on their land. C. With the prolnr training, motivated individuals (regardless of previous experience or education) are capable of most jobs and positions offered at Kelsey. D. The Kelsey 'facility is to be a Pechanga/Native American run operation from Departmental Direcwr through all staff levels. Q. Will there be non-Pechanga managers? A. Perhaps, but only in five scenarios: In the event that a Pechanga member cannot be found that is interested in a particular management position. A search of other Native American groups will be made to fill the vacancy. 2~ In the event the manager of the Casino (as an example) deems a need for a non-Pechanga manager/or other employee (i.e. the Pai Cwow Room where Asian presence may be desirable for customer satisfaction). 5 On the ground leases, where the psrmership has limited or no investment I-Iowev~r, affwmative action for P~changa members will be integral to any negotiated contractual agreements.. Temporary and short-term employment, i.e. road shows being held at the amphitheater. 5. Trsininf Personnel/Advisory Personnel In scenario one and two the non-Pechnng~ manager issue will be considered by a joint pechnn~ulAk[C;sC committee for resolution. In scenario three the pamsaship will stress that the lessee provide career opportunities for Pechan~ m~n~gement and staff. In many cases of scenario three AMOC recommends that affirmative action goals for Native Americans be written into the contractual agreement with the lessee as a condition for granting a license to operate a facility at Kelsey. Q. Does Native A_m__e~can A~tive Action apply to AMGC? A. Yes. AMGC will maintain a minimum goal of 50~ of permanent employees to be of Native American heritage. Employment & Ecconomic Oppommities AMGC's business plan has established that approximately 1000 employees will be needed to staff and manage the Kelsey complex. A. All employment opportunities will be posted at Kelsey and the Tribal Hall six months prior to the grand opening and revised each month throughout the life of the operation. B. A newsletter will be created and distributed to all reservation households. The newsletter will have in- depth descriptions of employment and opportunities and how to apply. A separate newsletter will contain all bidding opportunities for vendors, contract. ors and sub-contraaors to be distributed to interested parties. D. AMGC will provide consultants to help in responding to · Bid Requests, RFP's and RFQ's. Eo Pechanga bidders will be given the "Right of First Refusal" and a "Last Look" opportunity to re-qualify their bid prior to contract award. The Joint Committee (3 Pechanga members/2 AMGC members) will award contracts and select employees for .Kelsey. Work Permits All personnel working at Kelsey will be covered by a permitting process, and will be issued a work permit, This permit is issued by the Pechanga Band. The only exc tion to this process is the operational crew and advisory team o~PAMC~. In summary: AMGC does not desire to be a part of a development on tribal lands that does not include the involvement of Pechangas at every level of the organizational chain. AMGC is proposing to construct a TROPHY development for the band. This development will not only serve as a bench mark for Indian development in the quality of the structures, but also create a management organization and plan that all Native Americans, as well as the business com_munity as a whole, will admire. STT'I=, TT)'F,N'~'~F,'ICATTON Alex Michaels Group of Companies is proposing to develop, on behalf of the Pechanga Band of In&am, a 235 acre parcel located on Pain Road, near the City of Temecula, in Riverside County. This land is known locally as the Kelsey parcel, and its dimensions are approximately 3500ft. along Pala Road, by 330Oft, by 300Off., by 3200ft. and it is contiguous to the S-SW - boundary of the City of Temec~ia. This tmlJeny is composed of gently rolling *fiat hnd*(7S%), with the balance being sparsely wooded, rocky foothills. Biseclhg the property_ from South-East to North-West is a dry river bed, which is used for flood control 235 Acre Kelsey Parcel ~ COMPRF. T=T'F.N.~TV~. r)F. VI~.T.OPMF. NT The Kelsey tract development is envisioned by AMGC as a Destination Resort. It will be developed on behalf of the Pechanga Band of Indians by the Alex Michaels Group of Companies headquarttred in Claremoht, California. AMGC is insistent that the entire parcel is developed in a planned, comprehensive manner. To piec~tn~al the development would do an injustice to the parcel and' blunt'the economic synergy of the complex and the ultimate goal of the development... which is to maximize the revenues returned to the Band. SYNERGY is a scientific tt~n for "the joint action of agents, that when united together increases each other's effectiveness." In this case all of the profit centtrs, all of the attractions that AMGC proposes for Kelsey will produce substantially more revenues and profits than if these individual attractions were to operate alone. The bottom line to this SYNI~GY is that the development as proposed,. vimrally ~-liminnts~ th~pt~t--ntial nf fail. re. AMGC is so strongly convinced that an all encompassing development plan is needed for this parcel that we will not proceed with any plan that is not comprehensive. The comprehensive development envisioned is a development which will draw the public from long distances for , cc,~ational/~n~ent putpm~, a Destination Facility/Resort. This is the type of development that AMGC deems appropriate for the Keis~ parcel AMC~ to build a complex on the Keisey parcel that will ~e~eP~~'~est revenue yield with the lowest potential for failure. In California there have been numerous failures of Indian Bingo facilities. AMGC has investigated these enterprises and the general consensus of opinion for each downfall has been attributed to "mismanagement" and/or *bad location ". AMGC has done extensive analysis of these facilities and some of the failures could have been avoided by creating a development that catered and appealed to a broad spectrum of the popuhce, not merely to ca~ and bingo players. AMGC proposes that in addition to the Casino offering Bingo, Cards, Off-Track-Betting and Video Gaming, that the pwject will include an Amphitheater featuring professional recording mists and shows, a Hotel (approx. 400 room initially, to be expanded as needed), Restaurants, the Pechanga Conference Center, Recreational Vehicle Park, liealth Club & Spa, Factory Outlet Shopping and an 18 hole Golf Course. This diversification of destination attractions will create an atmosphere of an adult Disneyland, a Mecca that will have an attraction for people from all walks of life because of its affordability and variety. The Kelsey development will not focus merely on "professional gainbiers" but on a broad spectntm of the "destination" oriented populace. AMGC projects that more than a million people annually will be attracted to Kelsey that did not have gaming as their primary alnction, and a large percentage of these people will' stop and gamble. This type of casual playing will substantially enhance the Casino's revenues by integrating the general public with the finite gaming popultaion. The basic premise of the destination resort is a proven formula that you can see on a national scale in Las Vegas, Atlantic City etc. and on a smaller scale with amphitheaters and factory outlet shopping. AMGC's goal of the comprehensive development is to replicate, on a smaller more personal scale, a Las Vegas casino with Palm Springs class that features recreation, shopping diversity and entertainment on the Pechanga Band's Kelsey site. In summary a comprehensive development would: A. Include a full California type Casino (Cards, Bingo, Off- Track Betting, Video Gaming), with additional profit centers of a Hotel, quality Restaurants, High Profile Amphitheater, l 8 Hole Golf Come, R.V. Park, Factory Outlet Shopping, Health Club & Spa and the Pechanga/ Indian Conference Center. B. Address the entertainment needs and desires of a broad spectrum of the populace instead of a small population of card and bingo players. C. Create much more economic opportunities, employment opportunities for Band members, and revenues for the Band (as a Partner) than a single casino. D. Be fundemantal to the Band for the realization of Self- D~t~nination and Sovm~ignty Eo The multi-faceted attractions of Kelsey would lure more than 1,000,000 additional people to the Casino (the non- professional gamblers) annually. Fo At maturity, the other "profit centers" are projected to generate revenues to pay the Casino overhead (making the Casino virtually Risk Free and considerably more profitable than a single casino operation). TI-.Ii:. R l:'J .A The C, eneval and Limited Panners AMC, C proposes that a limited paintership be established between the Pechanga Band of Indians and the Alex Michaels Group of Companies (AMGC). The different parties bring different elements to the parmership. Pechanga brings the 23S acre Kelsey tract to be master leased to the partnership and the manpower to operate the various components of the development. AMGC brings their development and mnn~gement expertise coupled with the financial strength to execute the development plan. AMGC will be responsible for the raising of the capital needed to develop the Kelsey site and the establishment of operating revenues and reserves. The extent of this commitment may include the pledging of the General Parmer's assets, if deemed necessary, to secure the necessary funds. In a limited partnership there is no liability for the Limited Panners. All liability falls totally on the shoulders of the general partner. The total liability associated with the Kelsey development is enormous. The General Panner has made a commitment to the Pechangas to shoulder this burden. The Band will grant the Kelsey Master Lease to the Pannership. The Parmership will retain the right to sub-lease for various operations it deems necessary and apFropt late. AMGC will hold its 40~ interest in the Parmership as follows: 10 partnership units as General Parmer, 30 pannership units as a Limited Panner. The Parmership will retain the right to sub-lease for various operations it deem necessary and apFwt,fiate. ~ CC)NTRACTITAT. RI~,T.ATTC}N~T-TfP~ Because of the complexity of the Kelsey development, there will be · aSreements between the Band and AMCG. A Parmcrship agreement between the Band and AMGC. In this arrangement the Band will be the Limited Partner with no liability. AMGC will be the General Partner with whom all liability exists. The band will grant to this Partnership the fight to Master Lease the Kelsey site. B. A mnnn_aerial-contract between the Band and AMGC. In return for the men-_aerial conusa, AMGC will: 1. A 60% to 40% division of net profits from all profit centers at Keisey in favor of the 'Pechangas. Dispense to the Band a minimum of $50,000 (Fifty thousand dollars), monthly as guaranteed revenues regardless of the net monthly profits beginning with the opening of the Casino. _. m Build the Pechanga Conference Center as a gift from AMGC to the Pechangas. (The Pechangas will keep all revenues generated from this facility.) 4. Share in the continuing maintenance of the Pechanga Conference Center. Share in the cost of engineering and installing a 1,000,000 gallon water reservoir, including all supporting facilities and infrastructure to serve the Kelsey complex and the Reservation. t Repair and renovate the Reservation's commons, including the playground, ballpark, parking lot and landscape the Tribal Hall. 7. Organize and fund an advisory group of professionals to initially assist with the operation of the entire complex. 8. Implement a business and development plan that addr~es the collective needs and desires of the Band. Secure all funds necessary for the construction and ol -afion of the It lsey project 10. Share in the training and equipping of the Pechanga Emergency Services (Fare & Pammedic). The Man Eerial Contractual Duration The Gaming Managerial contract will be of a duration totalling seven years (five initial years plus an extension of two years). The seven year timing of the contract will officially begin upon the grand opening of the main Casino. Cancellation of the contract must be done by written notification to AMGC six months (6) prior to the end of the term of the operational contractual aSrc~ment, (seven ye.~rs), otherwise the contract will automatically be considered extended under the existing terms and conditions for an additional seven years (five plus two). This six monffi period of time will give Pechanga and AMGC the time in which to .effect an orderly disengagement, particularly if AMC_~ has pledged other proproles and has obligations that need to be assumed by Pechanga, or their agent(s), that were entered into for ~e benefit of the development. 'MEter Lease Pechanga will gram to the partnership a master lease of 235 acre Kelsey parcel for 25 years with a 25 year extension, in order to fully execute the proposed development and business plan. Dissolution of General Partner htcrest Upon cancellation of the managerial contract, AMGC will surrender their 40~ of the partnership to Pechanga. This surrender will take place upon Pechanga assuming the General Partners position of liability as set out in the Managerial Contractual Duration section. Additionally: Ae All monies owing to AMGC are arranged to be paid under all and any existing and/or negotiated agreements prior to formal dissolutionment. ~~~o~, B. Any properties pledged by AMC.,C to obtain financing for .,~ff, m..s J ~ the Kelsey and/or related developments are released from all Pechanga related obligation(s). r)WISlON c}xC PRC)FIT~ AMC~ ~es that the net profits as set forth in our draft proj~ion of r~v~nu~s, which was determined utilizing general accounting principles (d~!uc~ng costs, various reserves, paym=nt of ' ~s, ~t c~ra from th~ total ~t rev=nu~s), !~ divided .60~ffor the Pechanga Band, 40~P~j the Alex Michaels Group of AMC~ further that the net ~,,ofitl split of 60/40 in favor PC)T.TC, Y ~. PR, C)CF.T)I TR'FS Establishment of a Joint Committee AMGC proposes that a joint executive committee be created, representing both Pechanga and AMC~ interests. This joint committee will resolve the many issues that will take place in the predevelopment of the facility and continue functioning into the actual operation of the Kelsey project. This committee will be made up of three (3) members from Pechanga, and two (2) members from AMC~. This committee is to meet on a weekly basis or more, as needed, so that continuity of operations is achieved, and the project runs as smoothly as possible. As AMGC is the General Parmer, this committee will be advisory on issues of liability, but otherwise will be the policy making board for the actual operation of the facility. The Joint Committee will have absolute power and determination of all issues occurring at Kelsey with one exception. When the issue or decision has a direct impact upon the General Pannets investment and places said investment at risk. Under these circumstances the General Partner has the final authority and decision making power. This Joint Committee will be responsible for developing and overseeing the implementation of policies and procedures for the phases of development and operations at Kelsey. Accounting Practices AMGC recommends that a monthly review with a year end audit be mandatory. These monthly and annual accounting procedures are to be undertaken by a "Big Six" firm and it will be considered an open document for all Pechnng~ tribal members. All in-house accounting will be the responsibility of the Controller and ultimately the Director of Finance. All accounting procedures will be can'ied out using General Accmmting Principles. Each profit center will be reviewed and audited independently to guarantee an accurate financial picture. Communications AMGC is aware that communication with the Band is vitally important to the Pechangas. AMGC will create and distribute a monthly newsletter to all Tribal households. This newsletter will keep the Band members abreast of all developments at the Kelsey site. The newsletter will be used as a forum to answer all letters and questions submitted to AMC_sC rcMiding the Kdsey development. Cost Of Development The Cost of development of the Kelsey tract and other related off site projects, are to be based upon actual costs. 'There are to be no surcharges or developer fees. All discounts or other savings are to be passed through direcdy to the Partnership. The cost of development of this project is to be based upon the net cost of the construction efforts. The General Partner will act as the general contractor, sub- contracting the various operations that the General Partner deems appropriate and beneficial for the overall development, All sub- contracts and vendors will be reviewed by the Partnership and require as least three qualified bidders. There ma}r 'be areas where a general contractor is brought in to handle a particular phase of developmenL Decisions of this nature are the sole judgement of the General Parmet'. Cofltractiflg AMGC has the expertise to act in the capacity of the general building contractor. Michaels and the AMGC staff all have extensive construction trade backgrounds. Michaels himself was a general contractor for many years. Most general contractors do not 'have the staffing to complete a job and must sub-contract much of the job out. That is the role of AM(~C in the development of the Kelsey facilities. AMC~ will sub-contract out the work and monitor the progress by utilizing construction management All work whenever feasible, will be "Bid" by contractors for a "Checks and Balances" system. If we fred that a general building contractor can perform the services at close to what we would sub- contract it out or act as the general building contractor for, they've got the job. This simply will allow AMC~ to understand at all times that we are spending the least amount of money to develop the project. C~eneral contractors lie to realize a 2~ 5G gross profit margin. On a $:30,000,000 project the profits can run up $7 ,.~00,000, which are simply unacceptable. With AM(~ as the general contractor these hugh profits will not be chargeS, and can be considered as a savings to the Partnership. This is what the Parmcrship is all about, to captialize on their partners strengths in order to reSuce costs and maximize profits. Debt Retirement It is general financing practices, due to the comprehensive nature of the development, to anticipate the retirement of the lending for the installation of site improvements over a 15-20 year period of time. A,MC~ has yst to uncover any federal regulation stipulating that the Casino construction debt must be tied into the Casino management a~greement of seven years (maximum). If there are certain regulations which require that' the Casino facility be paid off within a seven year period of time, then the cost of the Casino would be broken out separately and amortizeS over a seven year period of time. AMC.~'s pro forma reflects a 20 year amortization period for the Casino. MAN'AC, F.M'P. NT N- ~TA'I:~ OR~A]N'TT. AT]'ON AM GC proposes an ' Pechangas, including Pechnngns at each m,unmgement level up to and including the departmental heads. All hiring and dismissals of upper level personnel will be made through a joint committee of both Pechanga and AM(3C. In order to assist, augment and oversee. the operations management and staff AMGC will create an advisory management staff that will work hand-in-hand with the primary Pechanga management organization. This secondary advisory team will be staffed by professionals, with special expertise in the fields that they will be advising. As the primary management team matures the advisory mmnwgement team will be phased out leaving the Pechangas in firm tonnagemeat control of the day-to- day operation of the complex. There is no timetable for the phasing out of the advisory management team. The decision to phase out the secon.dary team will be reached by AMC.,C, with each department being addressed individually. AMGC's advisory team does not fall under the Pechnnga First rule. Each deparunent will be considered a stand-alone organization, with no other department or department head being more or less important or powerful. Each department will have its own budget, staff, org~ni~.ation and responsibilities. Each department must work closely, smoothly and cooperatively with other departments for the Keisey project to succeed. This type of organization is not the most efficient organizational approach to management, yet in the long run should prove to be the most effective. A close analogy can be made between our proposed organizational make-up and the U.S. Armed forces. The separate branches of the armed forces are true stand alone organizations. These groups have different strengths and weakness which are designed to compliment each other and require them to cooperate. In time of war these separate organizations must integrate their strengths completely and smoothly in order to achieve and insure SUCCesS. L Casino Operations A. Director of Casino Operations 1. Cardroom Manager 2. Bingo Manager 3. Off Track Beuing/Video Gaming Manager IL Human~ A. Director of Human Resources 1. ~itment & Personnel Manager 2. Tr~irting Manager 1. Initial 2. On the Job/R~fresher 3. A~.,cement · 1. On Site - 2. Off site 4. Counseling Manager 1. Diversion 2. Interpersonal Relations Security 1. C. wmunds Security Manager (Internal & External) 2. Personnel Security Manger (P, ecru i~ent & Hiring) 3. Cash Stream Security Manager OreupeeC- r · ,~ IV. irmarice A. Director of Finance 1. Management Information System 2. Controller 1. Accounting V. M=aintenance A. Director of Maintenance 1. Engineering a. Mechanical b. Physical Plant c. Ei~rical 2. T nn4sc~ing &(]munds a. Golf Coune b. Grounds vl. Propeny A. Property~ 1. Leasing & Rentals (restaurants & shops) 2. Amphitheater & Health Club &' Golf Course VII. Food Services A. Director of Food Services 1. Casino 2. Other As previously stated, AMGC will develop an advisory. management team to compliment the seven departments. The funding for the advisory management team is solely the responsibility of AMGC, and will not affect the total revenues being generated by the project or the revenues being directed back to the tribe. Public Rehfions Training Public Relations/Guest Relations will be mandatory training for all management and staff at Kelsey. Not only will public relations training be a requirement at employment, but will be an-ongoing continuous educational requirement for individual employees. Hospitality Industry studies have shown that it costs five times as much to develop a new client as it does to take care of, and maintain existing clientele. Customer and guests tend to go where they feel at ease, where the staff is friendly and courteous. It is true that word of mouth is the best form of advertising. On-Site Emergency Team AMGC proposes the creation, training and equipping of the .Pechanga Fire and Rescue Team(s). These teams will be trained m the latest fire-fighting te~hniques, rescue and paramedicai skills. The Pechanga Fire & Rescue Teams will be housed on Kelsey to augment and assist county and/or city emergency personnel. These teams will react to emergencies at the Kelsey complex and on the Reservation. Employee Benefits AMGC proposes that these employee benefits be established and paid for from the gross revenues generated by the Kelsey projectz 1. That all full time employees will be covered by health insurance and benefits provided by the Partnership. 2. That an employee day tare facility be opened. 0 An employee credit union be established. AMGC will ptwide initial capinuli-niion of the "Pec~ga Employees' Credit Union" by depositing a 3200,000.00 (two hundred thousand dollars) loan to the credit union after the opening of thc main Casino. Credit decisions will be made by a board jointly appointed by Pechanga and AMGC. AMGC's contribution will be returned to them once the operation is underway and it is economicly f~as~ie. An employee.grievance committee and counseling program will be established to address the needs of all employees. An apprenticeship program will be established through the Partnership for management and staff training. All apprentices will be compensated during training periods. In summary: A. Stand-Alone departments be created to staff and mange the various aspects of the project. B. These departments will have equal status. C. The Pechanga First principle will be applied to the staffing of all positions at these departments. D. AMGC will create and fund an advisory management group to assist, augment and oversee all departments. This advisory group will work closely with the primary group in the day-to-day operations. As the primary group matures the advisory group will be phased out of operations at the Kelsey complex. E. The advisory group will be phased out departmentally, as the primary group develops. F. The creation and equipping of the Pechanga Fire & Rescue Team.. G. The creating and initial funding of the Pechanga Credit Union. I,I. Frill health benefits for Kelsey employees. I. Day-Care facilities for Kelsey employees. J. Implement apprentice programs for staff and management positions. K. All staff and management apprentices will be paid during the training period(s). :.DEVELOPMENT_ Predevelopment consists of all necessary planning, studies and desi ning required to properly address all environmental ~A/EIS) and construction concerns. These concerns include soils, geology, hydrology, archeology/cultural, noise, traffic, biological, land use, civil engineering, architectural engineering, structural engineering, mechanical engineering, electrical engineering and landscape design. During this stage, the Partnership will do enemive governmental and political liaison to keep the project moving on schedule (including representation in Washington D.C. if neces~-ry). AMGC, with the approval of the Pechnng~ Band and in the name - of the Pechanga Indians, will pursue with the Bureau of Land Management, and/or the Department of the Interior, the acquisition of the federal land that is contiguous to the Kelsey property. The Pannership will urge and assist those individuals and the tribe to utilize government grants and loans earmarked for Native Americans for private enterprises and reservation improvements. In the Predevelopment phase, a special governmental committee comprised of Pechanga and AMGC appointees will be established to communicate with all levels of govermnent including: A. Municipal (City of Temecula B. County (P, ivmid~) C. State D. Federal This committee is responsible for an open, continuous and positive communication between Partnership and these outside organizations, including the negotiations of any fees. Fees to Local Agencies (Optional) AMGC is recommending that the Partnership review the paying of an annual foe to local governments to cover costs of providing services to Kelsey. The City and County should be reimbursed for infrastructure and emergency services expenses projected for the Kelsey project. A portion of Kelsey*s revenues should be committed to both the City of Temecula and the County of Riverside in assisting those agencies with infrastructure costs. The monies to be paid should be based upon an ' estimated property tax* based upon what the partnership values the entire facility. The fee paid should not be more than one half of one percent of total value (.5~). These types of 'gifts* are commonplace, particularly where large private schools exist 'within a community where the school is charged no property taxes. The actual fee and/or fee formula will be actualized through negotiations between' the governmental committee and the appropriate government agency. It is important that the local governments do not feel that they are being 'used' by an organization which does not provide them any revenues. It is vitally important that these governments are not reluctant in providing the services necessary for maintaining the proper level of police protection and emergency services available to Kelsey at all times. Other Indian gaming facilities have used this mechanism to satisfy the real public relations needs of the surrounding community. The Partnership should also consider the option of contracting out Kelsey's law enforcement needs to either the City of Temecula or Riverside County. Should the Pannership contract out for law enforcement, then as an employer the Parmership can be assured of the proper level of law enforcement at Kelsey without having to rely merely upon "good will". Archaeological Sensitivity A]VIGC will take all necessary and appropriate action to insure that all historically and tribally sensitive areas on Kelsey be identified and properly preserved. Pechangas will be urged to participate and consult on all monitoring and identification actions taken on Kelsey. During predevelopment a survey of the site to determine and identify significant anifacts and historical locations will be undertaken. Once this inventory has been completed, the sensitive areas will be avoided by development and left in a natural state. · r)F. VFJ - PM"F. NT L!lsuz'ance All phases of the operation will be insured at the proper levels of coverage to protect the investmenL AMGC will insist that all contractors and sub-con~ be properly insured and bonded. The Pecb~ng~ FLrst Rule applies to insurance and bonding as well. If there are qualified Pechanga or Native American sub- contractors that require assistance in obtaining the appropriate insurance 'and/or bonding, then AMC3C will assist in helping them to attain all necessary insurance. All construction and. development at Kelsey will be governed by the National Environmental Protection Act (NEPA). Construction and development occurring at or relating to Kelsey and/or the Reservation be independently reviewed for the Pechangas by an engineer(s) of their choice, based upon reasonable induslry-wide practice. The independent review will be paid for by AMC~ after pre-agreement of charges. Substantial Building Construction · It is proposed that the buildings to be developed'on the site be permanent, not temporary structures, so that if the partnership interest of AMGC: has been dissolved, that the Band will have substantial buildings that, with proper maintenance, can carry on the operations at the Kelsey tract for at least a half century, and with continuing maintenance beyond. Projected costs of these facilities has been set out in the economic .projections previously submitted to the Band. The Parmership acknowledges that there will be tremendous impacts of traffic because of the attractions at the Kelsey facility. It will be necessary to develop roads on the Keisey site that will allow for the stacking of vehicles for easy distribution into the parking areas. These stacking areas/roads will, for the most pan, parallel Pala Road. In every instance, when mechanically and biologically possible, all Oak Trees that will be impacted by development will be transplanted on site. The management for Oak Tree transplantation is proven, and it b~ a very high su~ess rate. Many of the facfiities ptol, osed by AM6C for Kelsey will require liquor licenses. In adult recreational facilities the serving of alcoholic beverages is part of do/rig business, and is necessary to 'certain profit centers and the desires of the general public. AMGC suggests that all liquor licenses be obtain early in the development of Kelsey to minimize any controversy. An" inebreated patron' policy is to be established for the management of such individuals. At a minimum, the Partnership should include a 'sober-up' room as part of this policy. The permanent structures to be built by AMGC include a 1,000,000 gallon reservior tank and all supporting infrastructure and facilities, w serve Keisey and the reservation, retail shops (50,000 to 120,000 s.f.), R.V. park (140 spaces), Pechanga ConferenCe Center (10,000 s.f.), golf club house (6,000), casino/casino restaurant/administrative building ( 157,2410 s.f. ) and maintenance facility (10,000 s.f.). During development the Partnership may execute the ground lease for three restaurants (45,000 s.f.), an amphitheater (6000 seat), a health club/spa (8,000 sq.ft.) and a hotel (400 room). The various square footages are estimates only, and may vary at the time of construction. The off site development will address reservation improvements including: a gated security station (for the reservation enwance), {Ire~eeCw I~ d playground improvements (sprinkler system, hydroseeding (10,000 s.f.), playground equipment, playground security lighting system, playground fencing, landscaping the tribal office, repair/replace ball park facilities, ball park sprinkler system, hydroseed ball park outfield and gravel the parking lot. These improvements will be burdened solely by AMC.,C and will not affect the revenues generated by the Kelsey complex or the monies being directed back to the m'be. Casino AMGC proposes that the Casino be constructed of five intersecting circular buildings at various levels. The Casino facility will be of steel and glass (reflecting gold panels). The Casino facility will house the management offices and will be capable of operating its own .food service for the patrons of the casino. The casino food should be good, healthy, generous and inexpensive. The Casino is envisioned as representing five gold coins just floating above the Kelsey property. If economically feasibly, AMGC is considering utilizing dome technology for the roof of the buildings. Dome technology has many advantages over a traditional fiat roof: v iy Stnnn n. eb7 Strong C. Mainte~ free ~ Super Xn~-Imted The Casino construction contractors and subcontractors will follow the Pechanga Fust Rule, and employment opportunities will fall under the Pechs-~g~ Fsrst Rule where ixnaical. Hotel AMGC proposes a hotel that will architecunlly complement the casino and will probably be located directly behind the casinos. The wings of the hotel will extend out beyond the casino creating a grotto-like atmosphere sheltering the casino. AMC. wC feels that it is not in the specialized business of hotel/hospitality management, and proposes that the-experts of that profession be given a ground lease to build and operate the hotel. AMC.~' s research has shown that a hotel is a key element of the Kelsey project. It is instrumental as a draw to the Casino, as well as the amphitheater and the golf course. AMOC is in negotiations with several national hotel groups that have expressed an interest in building and operating a hotel at Kelsey. The hotel's employment opportunities and construction contractors and subcontractors will fall under the Pechanga First Rule. Pechanga Confei-ence Center AMC~ proposes that the Peckan$a Conference Center be built at Kelsey, solely for the use of the Pe4:bnn,,n Band- The center will be a gift from AMGC to the Pechanias: The center will be approximately 10,000 square feet, and be located on a site that will overlook the entire Keisey project. The center's construction budget is 50 dollars per square foot. The funding for the center will be appropriated from the construction funds allocated for the entire project, and later deducted from the AMC, C share of the net profit split, pro-rated over seven years. AMC~ recommends that this structure be the first constructed, and be initially utilized as a training facility under the Peci, nngp First business plan. From the outset, this facility will belong completely to the Pechangas,'to be. used for any purposes they wish at their sole discretion. Any revenue generated from this facility will fall outside of the 60/40 split agreement and be retained internally by the band. The security, maintenance and utilities for the facility will be paid for by the Pann~'ship operation The final design of this fax:ility will be at the disoretion of the Pechanga Band. Pechanga First Rule will apply to the construction of the Indian Conference Center, any further application of this rule is solely within the jurisdiction of the band- areulefC. I a Ground leases will be issued to quality restaurants for the Keisey project. AM(3C has identified and talked to numerous food/hospitality groups that are. definitely interested in building and operating restaurants at Keisey. As with all of the developments at Kelsey, Pechanga First will apply and be enforced from construction thwugh operations. Golf Course & Club House The golf course is vitally important for the presentation and prestige of the Kelsey complex as being more than just a gambling facility. The golf course is integral in wunding out the Kelsey complex. The course will surround the complex in a beautiful sea of green. A. All irrigation water for the golf course will be reclaimed water imported from the East Valley Municipal Water District. This will leave the underground aquifer water untouched from Kelsey irrigation needs. B. AMGC will use a new generation of non-chemical soil enrichment products to keep harmful pollutants/nitrates from penenting into the aquifer. C. These acres upon acres of green will cost the Casino nothing for maintenance. The green fees and cart rentals will pay for all grounds keeping and contribute as a profit center to the revenue base. D. The fairways will be utilized as parking areas for events at the amphitheater eliminating the need for costly and unslightl paved parking. (Much the same as the Rose Bowl in ~t~adena which parks cars on the adjacent golf comse d.ring major events) A golf course is the most inexpensive way to hndscape the Kelsey parcel, create a fire barrier and the control of dust. Pechanga First Rule is enforced for all employees of the golf course and during the construction phase. Retail Structures AMGC proposes that 50,000 to 120,000 square feet of retail building be constructed on Kelsey. AMC.~ has identified and is in communication with a number of manufacturers that are interested in establishing factory outlet facilities at Kelsey. The factory outlet shopping is considered another key component to this destination resort. Retail businesses and restaurants will not be allowed to sub-lease without the consent of the Partnership. A. AMC, C has projected that 100,000's of shoppers will .be auracted to Kelsey's factay outlet shoppinS. B. A large percentage of these shoppers will be inticed to the Casino as well as to utilize other profit centers at Kelsey. C. There is currently an 'outlet' mall in Elsinore ~which validates -the Outlet Shopping concept at Kelsey. BOth 'factory outlets will compliment each other and create their own synergy as customers will travel to both malls. Recreational Vehicle Park AMGC pwposes that ten acres be developed into a small RV park to help capture this mobile population. The ten acres will yield approximately l~lO spaces. A. As a group, RV owners enjoy gaming activities. fFhe new Flamingo Hilton in Laughlin, NV has dedicated 40 acres to RVs). B. The maximum stay at the RV facility will be for three continuous days, not to exceed 12 days per month. The charges per vehicle will cover all costs contributed to RV Park operation. Amphitheater AMGC proposes that an amphitheater be constructed on Kelsey. This, once again, is an important element of the destination resort concept. AMCwC recommends that the amphitheater, due to its nature, be farmed out to a group that specializes in this particular enterta~ament field, and which is willing to construct and operate the The amphitheater will be constructed and advertised as a major entertainment facility in Southern California. This facility will parallel the Greek Theater or Irvine Meadows, and will be operated and advertised at the same high level. AMGC will stress to the entertainm__ent group to contract entertainment that appeals to adult audiences, which demographically commands a high level of disposable income. AMGC is currently. negotiating with an exceptional entertainmet, group that has built seven amphitheaters and has amanagement arm that is presently operating many high profile amphitheaters in Southern California. This entertainment group is very interested in a joint partnership arrangement between the Kelsey project and themselves. Health Club/Spa AMGC ~es that the health club be constructed to wund out the attractions at Kelsey. The healffi club will be helpful in creating an image that the Kelsey complex is not only a gambling facility wiffi attractions for professional card players but rather an adult Disneyland catering to a broad spectnun of society. The results of these attractions will be to fill the Casino with a fresh audience that will spread the word of a "Las Vegas" existing in Ratwho California. Facilities Not Constmcte by the Partnership In the event of facilities that are not constructed by the partnership, a specific example being a hotel, a long term lease arrangement is a necessary element. These types of facilities, due to the enormous amount of capital required to build them, require long-term financing. The only manner in which long-term financing can be obtained would be through a long-term lease on the ground where the facility would be installed. AMGC understands that long-term leases are a sensitive issue with the Band, but the Band must realize these type of agreements must be entered inw in order to insure the success of the overall operation. The Band has a business pwperty (Kelsey) with economic potential and opportunity. The buildings on the Keisey site are not short-term, care free buildings, but permanent buildings designed to last for at least the next 50 years and perhaps well beyond. Hence; ground leasing for these facilities that will provide income to the Band, and help the with the overall success of the Keisey complex, must reflect this long-tam commitment. Revenues will accrue from these ground leases to augment the total revenues coming in from other profit centers. These are long term revenues that will continue to accrue to the Band far into the future. The Band must understand that the vendors/developers of this type of facility, example stated, must be able to retrieve their capital investment. If they can't do that, then they will not build a facility, and that could be detrimental to the overall success of the destination resort concept proposed for the Keisey site. Security The security at Kelsey will be maintained through a mix of security personnel and electronic security equipment (i.e. earneras). Security is to be divided into three distinct fields of operation. A. Grounds B. Personnel C. Cash Stream The security department will be created under the direct supervision of the finest security consultants in the business. The final structuring of the department will not be known until the consultan~ set out the special and unique needs of this project. But, AMGC can provide a few highlights and consideration to security. Grounds S cUrit All ground security will be issued communication gear, and be in constant communication with security shift supervisors. The Grounds Security Operation is further broken down into two arenas, external and intennl. External Security External security is the job of patrolling and securing the physical grounds outside the structures. These security personnel will be uniformed, travel in pairs on foot and in various vehicles. These personnel will have training in the following areas: C. D. Public Relations Crowd Control The external security will not be issued fifearms. There will be no weapons at an time, regardless of the circumstances in the Casino. If there is a felYony disuubance anywhere on the Kelsey complex the primary job of the external security force is of containment until law enforcement officers from the City, County or State arrive. This containment is to occur as far away from the Casino and other highly populated centers as poss~le. Electronic security devices will oe placed throughout the grounds at strategic points. All cameras and security devices will feed information to a central security station. Internal security is primarily the job of keeping a "Presence" in the Casino. These security forces will be dressed in a distinguishing "blazer" attire. Their function in the Casino is to resolve any_, problems that may arise in the most courteous and diplomatic way. Their interaction with all customers is always non-offensive and non-aggressive. These personnel will have training in the following areas: A. Public Rehtion B. Primary FLrst Aid · C. SelfDefense The internal security will never be armed. Each table in the Casino will have a fixed camera, and each five table module will have a roving camera. Then will be fixed 'and roving cameras throughout the entire Casino. Personnel Security Each applicant that seeks employment at Kelsey will be screened by security for any felony a,,~sts or substance abuse charges on a case by case basis. Bach applicant that handles large quantifies of money or are part of the cash stream will be completely screened including a financial check. AMC.-d2 also recommends random and spot checking of personnel for alcohol and/drugs while on duty. This type of testing is legal and should occur at least twice a year at the option of management. Drug flee is a condition of employment. Cash Stream Security The security or protection of the cash stream is the most sensitive of security issues. The cash stream is simply the flow of money from when it leaves the guest's hand until it is deposited in the bank. This level of security is to guaranty that all money spent at Kelsey is totally and completely accounted. The knowledge of all cash stream checks and balances is restrictive information avaihble only on a need to know basis. A mere handful of Kelsey employees will have this knowledge. Be assured that the cash stream security will be designed by the top professionals in the country. A few highlights of cash stream security are to minimize any and all hand counting of money. The encoding of chips will enable counting magnetically at various stations in the Casino. The installation of permanently stationed electronic survillance equipment to be operated 24 hours per day. Publicity Publicity takes in any public relations, advertising, marketing and promotional activities under taken by all and any of the profit centers at Kelsey. The primary duties of AMGC's publicity management teara is to create, coordinate and oversee all publicity activities between the outside agencies hired to promote Keisey. AMGC' s publicity w~n~gement will have on 24 hour call, a team of senior public relations specialists to handle Crisis Communications for the Kelsey project. Water AMGC will work closely with the Pechangas to guarantee a continuous supply of quality water for both the reservation and the Kelsey project. AMGC will engineer and install a one million gallon reservoir to service the needs of the reservation and the Keisey complex. The tank will be located on the Pechanga reservation. The existing high volume well currently operating at Kelsey will be the primary source of water for the Kelsey project and the reservation. The partnership will be responsible for all cost associated with we!l/reservoir operation including: A. energy costs for pumping B. line maintenance C. ruc~oir maintenance D. water ts~ng E. water treatment (if necessary) F. service personnel G. All irrigation water for the golf course will be reclaimed water imported from the East Valley Municipal Water District This will leave the underground aquifer water untouched from Kelsey in'igation needs. Chemical Polhtants AMGC researched the use of chemical and petrochemical fertilizers and their harmful effect on the immediate surface · cos stem(s) and their accumulative effect in the water table. AM~C has found a new generation of non-chemical, non- petwleum based soil enhancer. The substance is non-toxic, bio- degradable with absolutely no nitrates. These soil enhanccrs completely replace traditional fertilizers, and will not pollute the aquifer ground water. Waste Water Disposal of sewage generated on the Kelsey property will be handled by accessing the existing sewage system of the Eastern Municipal Sewage District. The District has given preliminary approval for the Kelsey project to utilize the existing six and eight inch mains running in from of Keisey along Pala Roach The approximate cost for access is $750,000 (seven hundred fifty thousand dollars). Env nmentally Sensitive AMC, C proposes that if and when economically feasibly, that all construction on Kelsey and the reservation, utilize enviwnmentally sensitive materials and methods. AMGC will also conslruct in a rosenet that will op~mize passive energy and water conservation i.e. the use of drought resistant landscaping and the channeling of rain runoff for ground water recharge. AMC~ will follow all N]~A guidelines and requirements. PRC) FC)RMA A,~g~ ]MPTYC)N~ All Kelsey development expense projections were intentionally inflated. All Kelsey revenue projections were intentia!iy decreased. Examples: AMGC utilized Industry-wide averages and costs and increased them by 30~ for our expense projections. B. Revenues AMC.~ used Industry-wide averages and. decreased them by 50~ for our revenue projections for all profit centers. This type of projection, based upon using higher than average expenses and lower' than average revenues, is called "worst case scenario" projecting. If a business lan's profitability is viable under worst case projections, th~n it Follows that the business will succeed. A review of the pro forma for the Kelsey complex shows that under the worst case scenario the Kelsey profits for a comprehensive development are incredible. Projected Revenues To The Band AMGC has projected in the first full year of operation (start-up), that more than $14,222.00 per capita will be distributed back to the Band as their share of the profits. (Assuming that there are 500 eligible Band members) In Year Seven, the per capits profits for the Band yield more than $57,G00.00. Please be aware that these projections are based on "worst case scenario* and the actual profits should be greater than projected. -E IZZISECT AND INTANGTRLE BENEFITS TO_ THF. RAND AND ITS M3:.M~ERS Direct Benefits EmplOyment- There will be a Pechanga First Preference for every job and position at Kelsey. These positions (approx- 1000) will be available at the Casino and other businesses run by the Partnership. Establishment of Day Care facilities for Pechanga employees working at Kelsey. lob Selection-All hiring and dismissal will be under direct conuol of the loint Committee. There will be job counseling, and aptitude testing for all positions and applicants available through the Human Resources Department. Job Training-There will be extensive training for initial employment and advancement available throughout the contractual period. All employees involved in any apprenticeship/job trnining Will be paid during the training period(s). Assistance- AMGC will provide assistance at the Band level to insure governmental cooperation with the Kelsey project (local, state and federal representation). Aquisition of the federal land contiguous to Kelsey. Obtain grants, loans etc. for reservation and tribal land improvements. AMGC will pwvide assistance at the individual level to qualify band members in receiving vendor and/or contracts stemming from the Kelsey project; qualify for federal and state grants, loans etc. for personal needs or business requirements. Reservation- Installation of an automated security gate at the entrance of the reservation. Repair/renovate tribal playground, ball park and t ~ndsc.~pe Tribal Hall .. Installation of 1,000,000 gallon water reservior and all necessary support facilities for Kelsey and Reservation use. Construction of the 10,000 sq.ft. Pechanga Conference Center (for Pechanga use only). The training and equipping of the Pechanga Emergency Services (F'we and Pammedic) The initial funding of the Pechanga Credit Union Dispense to the Band a monthly minimum guarantee of $50,000 upon the grand opening of main casino. Develop and execute a business plan that is projected to return over the seven year duration of the mana erial contract, a per capita yield of Intangible Benefits Sovereignty/Self Determination The enormous scope of the economic benefits will allow the Pechangas true self-determination and sovereignty. The Pechangas economic independence will break the cycle of decades of inadequate governmental response to the Band's requirements and insensitivity to their culture. .Pride- The Kelsey project success will make a significant statement illustrating the capabilities of Native Americans. This project when fully executed in accordance with the AMC, C proposal will be totally operated by Pechangas and other Native Americans. This will be a source of pride and self-esteem for the Pechan~as personally and the entire Native American population, APPROVAL CITY ATTORNEY FINANCE OFFICER CITY MANAGER ~ TO: FROM: DATE: SUBJECT: PREPARED BY: CITY OF TEMECULA AGENDA REPORT City Manager/City Council Planning Director Gary Thornhill October 6, 1992 Item No. 14 - Discussion of Development Plans for Pechanga Indian Reservation City Clerk June S. Greek BACKGROUND: The staff will finalize a staff report on this item and forward it to you under separate cover. JSG ITEM NO. 15 i~PROVI~L CITY ~TTORNEY FINI~NCB OFFICER CITY I~).~FAGER CITY OF TEMECULA AGENDA REPORT TO: FROM: DATE: CITY COUNCIL DAVID F. DIXON, CITY MANAGER OCTOBER 6, 1992 SUBJECT: FLOAT PARTICIPATION FOR RIVERSIDE COUNTY I OOTH BIRTHDAY CELEBRATION PREPARED BY: ~ RECOMMENDATION: SHAWN D. NELSON, COMMUNITY SERVICES DIRECTOR That the City Council: Direct the Community Services Department to use its volunteer resources to enter a float representing the City of Temecula in the Riverside County Centennial Parade on May 8, 1993. DISCUSSION: At the September 22, 1992 City Council meeting, the Council directed staff to explore the costs associated with entering a float in the Riverside County Centennial Parade scheduled for May 8, 1993 and consider coordinating efforts with other cities in the area. After discussing this situation with the Recreation Division of the Community Services Department, it is felt that the City's volunteer resources would be able to enter a float in the parade representing the City of Temecula without using City funds. It is recommended that our Volunteer Coordinator, Ruth Chesher, be appointed to coordinate the volunteering effort on behalf of the City. It is anticipated that a volunteer float committee will be formed with representatives from the community to facilitate this effort. FISCAL IMPACT: No costs are expected to be borne by the City except for staff time to coordinate the volunteer float committee. TEMECULA COMMUNITY SERVICES DISTRICT AGENDA ITEM 1 MINUTES OF A REGULAR MEETING OF THE TEMECULA COMMUNITY SERVICES DISTRICT HELD SEPTEMBER 22, 1992 A. regular meeting of the City of Temecula Community Services District was called to order Tuesday, September 22, 1992, 8:15 P.M., Temecula Community Center, 28818 Pujol Street, Temecula, California. President Ronald J. Parks presiding. PRESENT: 5 DIRECTORS: Birdsall, Lindemans, Moore, Mur~oz, Parks ABSENT: 0 DIRECTORS: None Also present were City Manager David Dixon, City Attorney Scott Field and City Clerk June S. Greek. PUBLIC COMMENT None CONSENT CALENDAR It was moved by Director Birdsall,.seconded by Director Moore to approve Consent Calendar Items No. 1 and 2. The motion was carried as follows: AYES: 5 DIRECTORS: Birdsall, Lindemans, Moore, Mu~oz, Parks NOES: 0 DIRECTORS: None Minutes 1.1 Approve the minutes of the meeting of September 8, 1992· Desion Services for Riverton Park Site 2.1 Award contract to the Alhambra Group to provide design services, construction documents and project administration for the Riverton Park Site. CSDMin/O92292 -1 - O9129192 CSD Minutes Sereember 22. 1992 DISTRICT BUSINESS 3. Mass Gradinq Contract for Phase I of the Community Recreation Center (CRC) Project Director of Community Services, Shawn Nelson advised that the bid opening was held on September 17, 1992. A total of twelve (12) bids were received, with the low bid of $428,573 submitted by R.W. Cash Construction. Mr. Nelson added that the contractor's license and references have been verified and recommended the contract for mass grading of Phase 1 be awarded to R.W. Cash Construction. James Marpie, 19210 St. Gallen Way, Murrieta, addressed on- site water run-off retention, contamination of well water and Federal and State E.P.A. recommendations. Director Mu~oz stated he felt it was important that staff foresee the requirements that Mr. Marpie addressed. Director of Public Works Tim Serlet advised that the City is co-permittee with Riverside County in a municipal permit and has joined with them in a construction permit. He stated that every development that gets approved in the City is currently conditioned to comply with the I.P.D.S. requirements. The construction permit goes into effect October 1, 1992, and all contractors will be required to comply with the requirements. It was moved by Director Moore, seconded by Director Birdsall to approve the award of contract for mass grading of Phase I to R.W. Cash Construction. The motion was carried as follows: AYES: 5 DIRECTORS: Birdsall, Lindemans, Moore, Mu~oz, Parks NOES: 0 DIRECTORS: None COMMUNITY SERVICES DEPARTMENTAL REPORT No report given. GENERAL MANAGER'S REPORT No report given. DIRECTOR OF COMMUNITY SERVICES REPORT Shawn Nelson invited the Councilmembers to attend the Ground Breaking Ceremony for the Community Recreation Center on Tuesday, October 6, 1992, 5:00 P.M. at the Sports Park. CSDMinI092292 - 2- 09/29192 CSD Minutes BOARD OF DIRECTORS REPORTS No report given. Seotember 22, 1992 ADJOURNMENT It was moved by Director Moore, seconded by Director Birdsall to adjourn to the meeting of October 6, 1992, 8:00 P.M., Temecula Community Center, 28818 Pujol Street, Temecula, California. The motion was unanimously carried. ATTEST: President Ronald J. Parks June S. Greek, City Clerk CSDMin/O9 229 2 -3- O9129192 ITEM 2 APPROVAL TY CITY MANAGER TEMECULA COMMUNITY SERVICE DISTRICT AGENDA REPORT TO: City Manager/Board of Directors FROM: Mary Jane Henry, Finance Officer DATE: October 6, 1992 SUBJECT: Resolution No. CSD 92- Authorizing the Participation, Sale and Deliver of Certificates of Participation of Trust Agreement, for the Community Recreation Center Project RECOMMENDATION: That the Board of Directors adopt a resolution entitled: RESOLUTION NO. CSD 92- RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT AUTHORIZING THE PREPARATION, SALE AND DELIVERY OF NOT TO EXCEED $6,000,000 CERTIFICATES OF PARTICIPATION (COMMUNITY RECREATION CENTER PROJECT), SERIES 1992, AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, AN INSTALLMENT PURCHASE AGREEMENT AND A CERTIFICATE PURCHASE CONTRACT, APPROVING A FORM OF OFFICIAL STATEMENT, AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH. DISCUSSION: In order to facilitate the sale of bonds for the Temecula Community Services District (Community Recreation Center Project), the Board of Directors needs to adopt the attached resolution. Attachment: Resolution No. CSD 92- V:\WP~CSDBONDI.AGN RESOLUTION NO. CSD 92- RESOLUTION OF THE BOARD OF DIRFX:TORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT AUTHORIZING THE PIIEPARATION, SALE AND D~LIVERY OF NOT TO EXCePt} $6,000,000 CERTIFICATES OF PARTICIPATION (COMMIIN1TY RECREATION CENTER PROJECT), SERIES 1992, AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST AGREEIMI~NT, AN INSTALLM~NT PURCHASE AGREElVfENT AND A CERTIFICATE PURCHASE CONTRACT, AlPROVING A FORM OF OFFICIAL STATEMENT, AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the Temecula Community Services District (the "District") has the authority to assist in the financing of the construction of a community recreation center; and WHEREAS, the Temecula Public Facilifes Financing Corporation (the "Corporation") and the District desire to enter into that certain Installment Purchase Agreement, dated as of October 1, 1992 (the "Installment Purchase Agreement"), by and between the District and the Corporation, the form of which has been presented to this Board of Directors at this meeting, pursuant to which the District will agree to purchase the Project (as defined in the Installment Purchase Agreement) from the Corporation and to pay certain Series 1992 Installment Payments (as defined in ,the Installment PUrchase Agreement) in connection therewith which will be pledged to the owners of the Certificates of Participation (defined below) by the Corporation pursuant to a Trust Agreement, dated as of October 1, 1992 (the "Trust Agreement"), by and among the Trustee named therein, as trustee, the Corporation and the District, the form of which has been presented to this Board of Directors at this meeting; and WHEREAS, the Corporation will assign to the Trustee payments under the Installment Purchase Agreement, such assignment to be made pursuant to an Assignment Agreement, dated as of October 1, 1992, by and between the Corporation and the Trustee; and WHEREAS, the Corporation and the District have determined that it would be in the best interests of the Corporation, the District and citizens of the community to authorize the preparation, sale and delivery of Certificates of Participation in an aggregate principal amount not to exceed $6,000,000 (the "Certificates'), which Certificates evidence proportionate interests in the Series 1992 Installment Payment to be made pursuant to the Installment Purchase Agreement; and WHEREAS, it is desirable that the Certificates be offered for public sale and the District expects to award the Certificates to Sutro & Co. Incorporated (the "Underwriter") pursuant to the terms of the Certificate Purchase Contract, by and among the Corporation, the District and the Underwriter, the form of which has been presented to this Board of Directors at this meeting; RESOS CSD 04 -1- "" NOW, THEREFORE, the Board of Directors of the DisWict does hereby resolve as follows: Section 1. Certi~t'-~tes. The Board of Directors hereby authorizes the preparation, sale and delivery of the Certificates in an aggregate principal mount not to exceed $6,000,000 to the Underwriter at a discount, including Underwriter's discount and original issue discount, if any, not to exceed %, and at a net interest cost not to exceed % pursuant to the Certificate Purchase Contract and the Trust Agreement. The person executing the Certificate Purchase Contract shall approve the final discount, the final net interest cost and the final principal mount, his/her execution of the Certificate purchase Contract to be conclusive evidence of the approval thereof. The purposes for which the proceeds of the sale of the Ccrti~cates shall be cxpended are to finance the construction of a community recreation center in the City of Temecula, to fund a reserve fund, if necessary, to pay accrued interest, if any, and to pay the costs of the sale and delivery of the Certificates. Section 2. Trust Agreement. The Trust Agreement presented at this meeting is approved. The President or Vice-President of the District or the President's designee is authorized and directed to execute and deliver said agreement. The agreement shall be executed in substantially the form hereby approved, with such additions thereto and changes therein as are recommended or approved by Special Counsel to the District and approved by such officers of the District executing the document, such approval to be conclusively evidenced by the execution and delivery thereof. The officers of the District executing the Trust Agreement are hereby authorized and directed to select a Trustee. Section 3. Installment Purchase Agreement. The Installment Purchase Agreement presented at this meeting is approved. The President or Vice-President of the District or the President's designee is authorized and directed to execute and deliver said.agreement. The agreement shall be executed in substantially the form hereby approved, with such additions thereto and changes therein as are recommended or approved by Special Counsel to the District and approved by such officers of the District executing the document, such approval to the conclusively evidenced by the execution and delivery thereof. Section 4. Certificate Purchase Contract. The Certificate Purchase Contract presented at this meeting is approved. The President or Vice-President of the District or the President's designee is authorized and directed to execute and deliver said agreement. The agreement shall be executed in substantially the form hereby approved, with such additions thereto and changes therein as are recommended or approved by Special Counsel to the District and approved by such officers of the District executing the document, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. Official Statement. The Preliminary Official Statement presented at this meeting is approved. The President or Vice-President of the District or the President's designee is authorized and directed to ~nalize the Preliminary Official Statement and to execute a final Official Statement. The Board of Directors of the District hereby approves the distribution and RESOS CSD 04 -2- use of a Preliminary Official Statement and final Official Statement in connection with the offer and sale of the Certificates by the Underwriter. Section 6. Other Actions. The PrediCt and the Secretary, and such other officers of the District, are authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necttsary or advisable in order to consummate-the sale and. delivery of the Certificates, and the delivery of the Certificate Purchase Contract, the Official Statement, and the Installment Purchase Agreement, the Assignment Agreement and the Trust Agreement, and otherwise effectuate the purposes of this Resolution, and such actions previously taken by such officers are hereby ratified and confirmed. Section 7. Effect. The City Clerk shall certify to the adoption of this Resolution shall take effect from and after its date of adoption. ADOPTED, PASSED AND APPROVFx} this 6th day of October, 1992. Ronald J. Parks, President ATI'EST: June S. Greek, City Clerk/TCSD Secretary RE,SOS CSD 04 '3- ~ STATE OF CALIFORNIA) COUNTY OF RIVERSIDE) SS CITY OF TEMF, CULA ) I, June S. Greek, City Clerk of the City of Temecual, HEREBY DO CERTIFY that the foregoing Resolution No. CSD 92- was duly adopted at a regular meeting of the City Council of the City of Temecula on the 6th day of October, 1992 by the following roll call vote. AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILlVfF-MBERS: June S. Greek, City Clerk RE.SOS CSD 04 -4- Draft of 9/22/92 TRUST AGREEMENT by and among as Trustee and TEME~ PUBLIC FACILITIES FINANCING CORPORATION as Corporation and TEMECULA COMMUNITY SERVICES DISTRICT Dated as of October 1, 1992 Relating to CERTIFICATES OF PARTICIPATION (COMMUNITY RECREATION CENTER PROJECT) SERIES 1992 TABhE OF CONTENTS Parties ................................................. Recitals ................................................ Pace 1 1 ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; RECITALS Section 1.01. Section 1.02. Section 1.03. Definitions ............................ Rules of Construction .................. Recitals ............................... I-1 I-6 I-6 Section 2.01. Section 2.02. Section 2.03. Section Section Section Section Section Section Section 2.04. 2.05. 2.06. 2.07. 2.08. 2.09. 2.10. ARTICLE II CERTIFICATES; TERMS AND PROVISIONS Preparation of Certificates ............ Denominations; Medium and Place of Payment; Dating ...................... Payment of Principal and Interest with Respect to Certificates ......... Form of Certificates ................... Execution .............................. Transfer of Certificates ............... Exchange of Certificates ............... Certificate Registration Books ......... Temporary Certificates ................. Certificates Mutilated, Lost, Destroyed or Stolen ............................ II- II- II- II- II- II- II- II- II- II- 1 2 2 2 2 3 3 4 ARTICLE III DELIVERY OF CERTIFICATES; CONSTRUCTION FUND Section 3.01. Section 3.02. Section 3.03. Section 3.04. Delivery of Certificates ............... Application of Proceeds of Certificates Construction Fund ...................... Validity of Certificates ............... III-1 III-1 III-1 III-2 4185\6636000004\TRUST AGREEMENT Section Seection Section Section Section 4.01. 4.02. 4.03. 4.04. 4.05. ARTICLE IV PREPAYMENT OF CERTIFICATES Terms of Prepayment ........................ IVol Selection of Certificates for Prepayment... IV-2 Notice of Prepayment ....................... IV-2 Partial Prepayment of Certificate .......... VI-3 Effect of Prepayment ....................... VI-3 ARTICLE V Series 1992 Installment Payments Section Section Section Section Section Section 5.01. 5.02. 5.03. 5.04. 5.05. 5.06. Pledge and Deposit of Serie~ 1992 Installment Payments ................. Certificate Payment Fund ............... Investment of Moneys in Special Funds.. Reserve Fund ........................... Rebate Fund ............................ Pledge of Moneys in Funds .............. V-1 V-1 V-2 V-3 V-4 V-6 Section Section Section Section Section Section Sectlon Section Section Section Section 6.01. 6.02. 6.03. 6.04. 6.05. 6.06. 6.07. 6.08. 6.09. 6.10. 6.11. ARTICLE VI COVENANTS Corporation and District to Perform Installment Furchase Agreement ...... District Budgets .................. ;... Tax Covenants ......................... Accounting Records and Reports ........ Compliance with Trust Agreement ....... Observance of Laws and Regulations .... Compliance with Contracts ............. Prosecution and Defense of Suits ...... Recordation and Filing ................ Eminent Domain ........................ Further Assurances .................... VI- 1 VI- 1 VI- 1 VI-2 VI-2 VI-2 VI- 3 VI-3 VI - 3 VI - 4 VI-4 Section 7.01. Section 7.02. Section 7.03. Section 7.04. ARTICLE VII DEFAULT AND LIMITATION OF LIABILITY Notice of Non-Payment .................. Action on Default or Termination ....... Other Remedies of the Trustee .......... Non-Waiver ............................. VII-1 VII-1 VII-1 VII-2 4185\6636000004\TRUST AGREE~XENT Section 7.05. Section 7.06. Section 7.07. Section 7.08. Section 7.09. Section 7..10. Remedies Not Exclusive ................. No 0bligationby the District to Owners ............................... No Obligation with Respect to Performance by Trustee ............... No Liability to Owners for Payment ..... No Responsibility for Sufficiency ...... Indemnification of Trustee ............. VII-2 VII-2 VII-2 VII-2 VII-3 VII-3 Section 8.01. Section 8.02. Section 8.03. Section 8.04. Section 8.05. ARTICLE VIII THE TRUSTEE Employment of Trustee .................. Acceptance of Employment ............... Trustee; Duties, Removal and Resignation .......................... Compensation of the Trustee ............ Protection of the Trustee .............. VIII-1 VIII-1 VlIIol VIII-2 VlIIo2 Section 9.01. Section 9.02. Section 9.03. ARTICLE IX AMENDMENT OF TRUST AGREEMENT Amendments Permitted ................... Endorsement or Replacement of Certificates After Amendment or Supplement ........................... Amendment of Particular Certificates... IX- 1 IX- 1 IX-2 Section 10.01. Section 10.02. Section 10.03. ARTICLE X DEFEASANCE Discharge of Trust Agreement ........... Deposit of Money or Securities with Trustee ......................... Unclaimed Moneys ....................... X-1 X-1 X-2 Section 11.01. Section 11.02. ARTICLE XI MISCELLANEOUS Benefits of Trust Agreement Limited to Parties ........................... Successor Deemed Included in all References to Predecessor ............ XI-1 XI-1 4185\6636000004\TRUST AGREEMENT 3 Section Section Section Section Section Section Section Section Section Section Exhibit Exhibit 11.03. 11.04. 11.05. 11.06. 11.07. 11.08. 11.09. 11.10. 11.11. 11.12. Execution of Documents by Owners ...... Disqualified Certificates ............. Waiver of Personal Liability .......... Acquisition of Certificates by District; Destruction of Certificates ........................ Headings .............................. Funds and Accounts .................... Partial Invalidity .................... California Law ........................ Notices ............................... Execution in Counterparts ............. A Form of Certificate of Participation and Form of Assignment ........................ B Form of Requisition for Disbursement from from Construction Fund ................ ~... XI- 1 XI-2 XI-2 XI-2 XI-2 XI-2 XI-3 XI-3 XI-3 XI-4 A-1 B-1 4185\6636000004\TRUST AGREMMBNT TRUST Ac'-Rv. mwmqT THIS TRUST AGREEMENT, made and entered into as of October 1, 1992 (the "Agreement"), by and among , as trustee (the "Trustee"), a national banking association authorized to conduct a trust business, duly organized and existing under the. laws of the United States of America, and TBMECULA PUBLIC FACILITIES FINANCING CORPORATION, as the seller of the 1992 Project, hereinafter defined, a nonprofit public benefit corporation duly organized and existing under the laws of the State of California (the "Corporation"), and TEMECULA COMMUNITY SERVICES DISTRICT, a ccmmnn~ity services district duly organized and existing under the laws of the State of California (the "District"); In consideration of the mutual covenants herein contained and for other valuable consideration, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; RECITALS Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of any report or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. All capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Installment Purchase Agreement: Agreement. The term "Agreement" means this Trust Agreement, as originally executed or as it may from time to time be amended or supplemented as provided for herein. AssigDment Agreement. The term "Assignment Agreement" means that certain Assignment Agreement, by and between the Corporation and the Trustee, dated as of October 1, 1992, as originally executed or as it may from time to time be amended or supplemented in accordance with its terms. Certificate Payment Fund. The term "Certificate. Payment Fund" means the fund by that name established in Section 5.02. Certificate Year. The term "Certificate Year" means the period beginning on the date of execution and delivery of the Certificates and ending on October 1, 1993, and each successive one-year period thereafter until there are no Outstanding Certificates. Certificates. The term "Certificates" means the certificates of participation executed and delivered by the Trustee pursuant to this Agreement. Code. The term "Code" means the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder. Construction Fund. The term "Construction Fund" means the fund by that name established in Section 3.03. Federal Securities. of the following: The term "Federal Securities" means any (a) Direct general obligations of (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), or obligations the payment of principal of and interest on which are directly or indirectly guaranteed by, 4185\6636000004\TRUST AGREEMENT I-1 the United States of America (including state and local government series), including, without limitation, such of the foregoing which are c~.only referred to as "stripped" obligations and coupons; or (b) Any of the following obligations of the following agencies of the United States of America: (i) direct obligations of the Farport-In~ort Bank, (ii) certificates of beneficial ownership issued by the Farmers Home Administration, (iii) participation certificates issued by the General Services Administration, (iv) project notes issued by the United States Department of Housing and Urban Development, (v) public housing notes and bonds guaranteed by the United States of America, and (vi) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association. Guidelines for Compliance. The term "Guidelines for Compliance" means the Guidelines for Compliance delivered on the date of execution and delivery of the Certificates. Information Services. The term "Information Services" means Financial Information, Inc.'s "Daily Called Bond Service," 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny Information Services' "Called Bond Service," 65 Broadway, 16th Floor, New York, New York 10006; Moody's Investors Service "Municipal and Government," 99 Church Street, 8th Floor, New York, New York 10007, Attention: Municipal News Reports; Standard and Poor's Corporation "Called Bond Record," 25 Broadway, 3rd Floor, New York, New York 10004; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other services providing information with respect to called bonds as the District may designate in a Written Request of the District delivered to the Trustee. Installment Payment. Date. The term "Installment Payment Date" means the date on which Series 1992 Installment Payments are scheduled to be paid by the District pursuant to the Installment Purchase Agreement. Installment Purchase Agreement. The term "Installment Purchase Agreement" means the Installment Purchase Agreement, dated as of October 1, 1992, by and between the District and the Corporation, as originally executed or as it may from time to time be amended or supplemented in accordance with its terms. Interest Fund. The term "Interest Fund" means the fund by that name established in Section 5.02. 4185\6636000004\TRUST AGREEMENT I-2 !992 Project. The term w1992 Projectw means the construction of the coDasunity recreation center described in Exhibit A attached to the Installment Purchase Agreement, or any property substituted therefor in conformance with Section 3.02 thereof. Outstanding. The term '0utstanding,. when used as of any particular time with reference to Certificates, means (subject to the provisions of Section 11.04) all Certificates except -- (1) Certificates cancelled by the Trustee or delivered to the Trustee for cancellation; (2) Certificates paid or deemed to have been paid within the meaning of Section 10.01; and (3) Certificates in lieu of or in substitution for which other Certificates shall have been executed and delivered by the Trustee pursuant to Section 2.10. Owner. The term "Owner", when used with respect to the Certificates, means any person who shall be the registered owner of any Outstanding Certificate. Payment Dates: Payment Date. The term "Payment Dates" means April 1 and October I in each year con=nencing April 1, 1993 and any date on which the unpaid Series 1992 Installment Payments are declared to be due and payable immediately and provided such declaration is not rescinded or annulled, all in accordance with Section 8.01 of the Installment Purchase Agreement. Permitted Investments. "Permitted Investments" mean: (1) Federal Securities; (2) any of the following obligations of federal agencies not guaranteed by the United States of America: (a) debentures issued by the Federal Housing Administration; (b) participation certificates or senior debt obligations of the Federal Home Loan Mortgage Corporation; (c) senior debt obligations of the Federal Home Loan Bank System established under the Federal Home Loan Bank Act; and (d) mortgage-backed securities and senior debt obligations issued by the Federal National Mortgage Association; (3) interest-bearing demand or time deposits (including certificates of deposit) in federal or state chartered banks (including the Trustee), provided that such banks are rated in the two highest rating categories of Standard & Poor's Corporation and Moody's Investors Service and (i) in the case of a savings and loan association, such demand or time deposits shall be fully insured by the successor to the Federal Savings and Loan Insurance Corporation, and (ii) in the case of a bank, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation; (4) repurchase agreements which satisfy the following criteria: (1) repurchase agreements 4185\6636000004\TRUST AGREEMENT I-3 must be between the Trustee and a dealer bank or securities firm which are (a) primary dealers on the Federal Reserve reporting dealer list which are rated 'AAw or 'Aa' or better by Standard & Poor's Corporation and Moody's Investors Service and which fall under the jurisdiction of the SIPC, or (b) banks rated 'AA' or 'Aa' or above by Standard & Poor's Corporation and Moody's Investors Service; (2) the written repurchase contract must include the following: (a) securities which are obligations described in (1) above; (b) the term of the repurchase agreement may be up to 30 days; (c) the collateral must be delivered to the Trustee (if the Trustee is not supplying the collateral) or third party (if the Trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities); (d) the Trustee has a perfected first priority security interest in the collateral; (e) collateral is free and clear of third-party liens; (f) failure to maintain the requisite collateral percentage will require the Trustee to liquidate collateral; (g) the securities must be valued weekly, marked-to-market at current market priceILl a2 secured interest; and (h) the value of collateral must be equal to 103% of the amount of cash transferred by the Agency to the dealer bank or security firm under the repurchase agreement plus accrued interest. If the value of securities held as collateral falls below 103% of the value of the cash transferred by the Agency, then additional cash and/or acceptable securities must be transferred; (3) a legal opinion must be delivered to the Agency stating that the repurchase agreement meets guidelines under state law for legal investment of public funds; (5) bankers acceptances with a maximum term of one year endorsed and guaranteed by banks.which have an unsecured, uninsured and unguaranteed obligation rating of "Prime-1~ or "A3" or better by Moody's Investors Service and 'A-l" or "A' or better' by Standard & Poor's Corporation; (6) obligations, the interest on which is exempt from federal income taxation under Section 103 of the Code and is not subject to the alternative minimum tax imposed under Section 57(a)(5) of the Code, and which are rated in one of the top two rating categories by Moody's Investors Service or by Standard & Poor's Corporation; (7) money market funds registered under the federal Investment Company Act of 1940, whose shares are registered under the federal Securities Act of 1933, and having a rating by Standard & Poor's Corporation of "AAAm-G", "AAAm" or "AAm"; or (8) investment agreements, guaranteed investment contracts, funding agreements, or any other form of corporate note representing the unconditional obligations of entities: (a) the unsecured long-term debt obligations of which are rated at all times in the top two categories by Moody's Investors Service or by Standard & Poor's Corporation; or (b) the short-term debt obligation of which is rated at all times in the two highest categories of either of such rating agencies. 4 185\6636000004 \TRUST/~33RI~EMENT I-4 PrepaVment D,nd. The term 'Prepayment Fund' means the fund by that name established in Section 5.02. Prepayment Price. The term 'Prepayment Price' means, with respect to any Certificate (or portion thereof), the principal amount with respect to such Certificate (or portion) plus the applicable premium, if any, payable upon prepayment thereof pursuant to the provisions of such Certificate and this Agreement. Principal Fund. The term 'Principal Fund' means the fund by that name established in Section 5.02. Rebate Fund. The term 'Rebate Fund' means the fund by that name established in Section 5.05. Recor~ Date. The term "Record Date' means, with respect to any Payment Date for the Certificates, the fifteenth (15th) day of the calendar month preceding such Payment Date, whether or not such day is a business day. Reserve Fund. The term "Reserve Fund" means the fund by that name established in Section 5.02. Securities Depositories. The term "Securities Depositories" means: The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax-(516) 227-4039 or 4190; Midwest Securities Trust Company, Capital Structures-Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605, Fax-(312) 663-2343; Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department, Dex-(215) 496-5058; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses as such depositories may specify and/or such other securities depositories as the District may designate in a Written Request of the District delivered to the Trustee. Series 1992 Installment Payments. The term "Series 1992 Installment Payments" means the installment payments payable by the District pursuant to the Installment Purchase Agreement and in the amounts and at the times set forth in the Installment Purchase Agreement. State. The term "State" means the State of California. Statement of the Corporation or District. The term "Statement of the Corporation or District' means a statement signed by or on behalf of (i) the Corporation by its President or a Vice President or (ii) by the District by the President of its Board of Directors and by the Secretary of its Board of Directors 4185\6636000004\TRUST AGREEMENT I-5 or by any other person or persons (whether or not an officer of =he Board of Directors of the District) who are specifically authorized by resolution of the District to sign or execute such a document on its behalf. Tr~2stee. The term "Trustee" means , a national banking association duly organized and existing under and byvir=ue of the laws of the United States of America having a principal corporate =rus~ office in Los Angeles, California, or its successor as Trustee hereunder. Written Consent of the Corporat~ on or D~ strict, Wr~ tten Order of nhe Corporat~ on or D~ ~nr~ ct. WT~ tten Re~uesn of the Co=poration o~ n~ ~3~r.~ ct. Written Re~,~ .6 t~ on of the Corporat~ on or Districn. The terms "Wrinten Consent of the Corporation or District," "Written Order of nhe Corporation or District," "Written Request of the Corporanion or District," and "Wrinten Requisition of the Corporation or District" mean, respectively, a written consent, order, request or requisinion signed by or on behalf of (i) the Corporation by its President or a Vice President or (ii) the District by nhe President of ins Board of Directors and by the Secretary of its Board of Directors or by any other person or persons (whether or not an officer of the Board of Directors of the District) who are specifically authorized by resolution of the District to sign or execute such a document on its behalf. Section 1.02. ~,les of Construction. Words of any gender shall be deemed and construed to include all genders, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. Unless the context otherwise indicates, words importing the singular number shall include the plural number and vice versa. Section 1.03. Recitals. (a) Installment Purchase AGreement. The Corporation and the District have entered into the Installment Purchase Agreement whereby the Corporation has agreed to sell to the District the 1992 Project, and the District has agreed to purchase the 1992 Project from the Corporation. (b) Series 1992 Installment Payments. Under the Installment Purchase Agreement, the District is obligated to pay to the Corporation or its assigns Series 1992 Installment Payments for the purchase of the 1992 Project. (c) Ass~gDment Agreement. For the purpose of obtaining the moneys required to be deposited by the Corporation with the Trustee, and for the purpose of securing the obligations of the Corporation hereunder, the Corporation has assigned and 4185\6636000004\TRUST AGREFa4XNT I-6 transferred certain of its rights under the Installment Purchase Agreement to the Trustee pursuant to the Assignment Agreement; and in consideration of such assigranent and the execution of this Agreement, the Trustee has agreed to execute and deliver certificates of participation, each evidencing an interest in the Series 1992 Installment Payments in an aggregate amount equal to the aggregate principal amount of certificates of participation so executed and delivered. (d) Condition. Precedent Sat~A~e~. The District and the Corporation hereby certify that all acts, conditions and things required by law to exist, happen and be performed precedent to and in connection with the execution and entering into of this Agreement have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly empowered to execute and enter into this Agreement. 4185\6636000004\TRUST A~R~M~NT I-7 ARTICLE II CERTIFICATES; TEP, MS AND PROVISIONS Section 2.01. Pr~Da~at4on of Ce~t~f~cateA. The Trustee is hereby authorized to execute certificates of participation, to be denominated "Certificates of Participation (Co~=,,unity Recreation Center Project) Series 1992" in an aggregate principal amount of $ evidencing undivided interests in Series 1992 Installment Payments to be paid by the District under the Installment Purchase Agreement. Section 2.02. Denom4nat~onA: Mea~,,mana Place of Payment: Dating. The Certificates shall be delivered in the form of fully registered Certificates in the denomination of $5,000 each or any integral multiple thereof; provided that no Certificate shall have principal represented thereby maturing in more than one year. The Certificates shall be payable in lawful money of the United States of America. The principal and Prepayment Price with respect to all Certificates shall be payable upon presentation and surrender thereof at the principal corporate trust office of the Trustee in Los Angeles, California. Interest with respect to Certificates shall be payable by check or draft of the Trustee mailed by first class mail on the Payment Dates of such Certificates to the respective Owners of record thereof as of the close of business on the Record Date at the addresses shown on the books required to be kept pursuant to Section 2.08, except that such interest will be paid by wire upon the written request of an Owner of not less than $1,000,000 in aggregate principal amount of Certificates, which request must be filed by no later than the applicable Record Date, except in each case, that, if and to the extent that there shall be a default in the payment of the interest due on such Payment Date, such defaulted interest shall be paid to the Owners in whose names any such Certificates are registered at the close of business on a special record date as determined by the Trustee. The Certificates shall be dated October 1, 1992. Interest with respect to Certificates shall be payable from the Payment Date preceding their date of execution, unless such date shall be after a Record Date and on or before the succeeding Payment Date, in which case interest shall be payable from such Payment Date or unless such date shall be on or before the first Record Date, in which case interest shall be payable from October 1, 1992, provided, however, that if, as shown by the records of the Trustee, interest represented by the Certificates shall be in default, Certificates executed in exchange for Certificates surrendered for transfer or exchange shall represent interest from the last date to which interest has been paid in full or 4185\6636000004\TRUST AGRE~NT II-1 duly provided for with respect to the Certificates, or, if no interest has been paid or duly provided for with respect to the Certificates, from October 1, 1992. Section 2.03. Payment of Principal ana Interest with Respect to Certificates. (a) Certificates in the aggregate principal amount of $ shall become payable on October i in the years and in the amounts and with an interest component as provided in subsection (b) below at the rates, as follows: Payment Date Principal Interest October i Amount Rate $ % % Principal or Prepayment Price due with respect to the Certificates at maturity or prepayment thereof, whichever is earlier, shall, to the extent of the aggregate principal amount stated upon the Certificates, represent the sum of those portions of the Series 1992 Installment Payments designated as principal coming due on the Installment Payment Dates in~nediately preceding the Payment Dates in each year. (b) Interest with respect to the Certificates shall be payable on April 1 and October 1 of each year, co~encing April 1, 1993, and continuing to and including the date of maturity or prior prepayment, whichever is earlier.- Said interest shall represent the sum of those portions of the Series 1992 Installment Payments designated as interest coming due on the Payment Dates, at the rates set forth in subsection (a) above. Section 2.04. Form of Certificates. The. Certificates and the form of assignment to appear thereon shall 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 Agreement. Section 2.05. Execution. The Certificates's~all be executed by and in the name of the Trustee, as trustee under this Agreement, by the manual signature of an authorized officer or signatory of the Trustee. Section 2.06. Transfer of Certificates. Any Certificate may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08, 4185\6636000004\TRUST AGREEMENT II-2 by the person in whose name it is registered, in person or by such person's duly authorized attorney, upon surrender of such Certificate for cancellation at the principal corporate trust office of the Trustee in Los Angeles, California, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Trustee. Whenever any Certificate or Certificates shall be surrendered for transfer, the Trustee shall execute and deliver a new Certificate or Certificates of the same maturity, for a like aggregate principal amount and of authorized denomination or denominations. The Trustee may charge a sum for each new Certificate executed and delivered upon any transfer. The Trustee may require the payment by any Owner requesting any such transfer of any tax or other governmental charge required to be paid with respect to such transfer. Following any transfer of Certificates the Trustee shall cancel and destroy the Certificates it has received. Section 2.07. Rxchanue of Certificates. Certificates may be exchanged at the principal corporate trust office of the Trustee in Los Angeles, California, for a like aggregate principal amount of Certificates of other authorized denominations of the same maturity. The Trustee may charge a sum for each new Certificate executed and delivered upon any exchange except in the case of any exchange of temporary Certificates for definitive Certificates. The Trustee may require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. Following any exchange of Certificates the Trustee shall cancel and destroy the Certificates it has received. The Trustee shall not be required to register the exchange, or transfer pursuant to Section 2.06, of any Certificate (i) within 15 days preceding selection of Certificates for prepayment or (ii) selected for prepayment. Section 2.08. Certificate Registration Books. The Trustee will keep or cause to be kept, at its principal corporate trust office in Los Angeles, California, sufficient books for the registration and transfer of the Certificates, which shall upon reasonable prior notice and at all reaaonable times be open to inspection by the Corporation or the District; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Certificates as hereinbefore provided. The person in whose name any Certificate shall be registered shall be deemed the Owner thereof for all purposes hereof, and payment of or on account of the interest with respect to and 4185\6636000004\TRUST A~REEMENT II-3 principal of and Prepayment Price represented by such Certificate shall be made only to or upon the order in writing of such Owner, which payments shall be valid and effectual to satisfy and discharge liability upon such Certificate to the extent of the sum or sums so paid. Section 2.09. Ten~orary Cert~cateA. The Certificates may be initially executed and delivered in temporat7 form exchangeable for definitive Certificates when ready for delivery. The temporary Certificates may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Trustee, ehall be in registered form and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Certificate shall be executed by the Trustee upon the same conditions and in substantially the same manner as the definitive Certificates. If the Trustee executes and delivers temporary Certificates it will execute and furnish definitive Certificates without delay, and thereupon the temporary Certificates may be surrendered, for cancellation, in exchange therefor at the principal corporate trust office of the Trustee in Los Angeles, California, and the Trustee shall deliver in exchange for such temporary Certificates an equal aggregate principal amount of definitive Certificates of the same maturity or maturities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits under this Agreement as definitive Certificates executed and delivered hereunder. Section 2.10. Certificates Mutilated. Lost. Destroyed or Stolen. If any Certificate shall become mutilated, the Trustee shall execute and deliver a new Certificate of like tenor, maturity and principal amount in exchange and substitution for the Certificate so mutilated, but only upon surrender to the Trustee of the Certificate so mutilated. Every mutilated Certificate so surrendered to the Trustee shall be cancelled by it and destroyed. If any Certificate shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee, and, if such evidence is satisfactory to the Trustee and indemnity satisfactory to the Trustee shall be given indemnifying the Trustee, the Corporation and the District, the Trustee, at the expense of the Certificate Owner, shall execute and deliver a new Certificate of like tenor and maturity, and numbered as the Trustee shall determine, in lieu of and in substitution for the Certificate so lost, destroyed or stolen. The Trustee may require payment of a sum not exceeding the actual cost of preparing each new Certificate executed under this Section and of the expenses which may be incurred by the Trustee under this Section. Any Certificate executed under the provisions of this Section in lieu of any Certificate alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits of this 4185\6636000004\TRUST AGReEMeNT II-4 Agreement with all other Certificates secured by this Agreement. The Trustee shall not be required to treat both the original Certificate and any replacement Certificate as being Outstanding for the purpose of determining the principal amount of Certificates which my be executed hereunder or for the purpose of determining any percentage of Certificates Outstanding hereunder, but both the original and replacement Certificate shall be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of delivering a new Certificate for a Certificate which has been mutilated, lost, destroyed or stolen and which has mtured, the Trustee may make payment of such Certificate upon receipt of indemnity satisfactory to the Trustee. 4185\6636000004\TRUST AGREEMENT II-5 ARTICLE III DELIVERY OF CERTIFICATES; CONSTRUCTION FUND Section 3.01. Delivery of Certificates. The Trustee is hereby authorized to execute and deliver Certificates in an aggregate principal amount of $ , upon the Written Order of the District. Section 3.02. Application of Proceeas of Certificates. The proceeds received from the sale of 6he Certificates shall be deposited with the Trustee, who shall deposit the sum of $ , in the Reserve Fund, the sum of $ representing accrued interest, in the Certificate Payment ~nd, and the sum of $ in a separate fund to be known as the "Temecula Community Services District Community Recreation Center Construction Fund, Series 1992" (the "Construction Fund") which the Trustee shall establish and maintain. Section 3.03. Construction Fund. The moneys in the Construction Fund shall be held by the Trustee in trust and applied to the payment of the costs of construction of the 1992 Project and of expenses incidental thereto, including the initial fees and expenses of the Trustee, expenses in connection with the preparation, execution and delivery of the Certificates, legal fees and expenses of counsel, and similar expenses. Before any payment is made from the Construction Fund by the Trustee, the District, acting as agent of the Corporation, shall cause to be filed with the Trustee a Written Requisition of the District, showing with respect to each payment to be made -- (a) the item number of the payment; (b) is due; the name and address of the person to whom payment (c) the amount to be paid; and (d) the purpose for which the obligation to be paid was incurred. Each such Written Requisition shall state, and shall be sufficient evidence to the Trustee -- (a) that obligations in the stated amounts have been incurred by the District and that each item thereof is a proper charge against the Construction Fund; and (b) that there has not been filed with or served upon the District notice of any lien, right to lien or attachment 4185\6636000004\TRUST AGREEMENT III-1 upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named in such Written Requisition, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen's or mechanics' liens accruing by mere operation of law. Upon receipt'of each such Written Requisition, the Trustee will pay the amount set forth in such Written Requisition as directed by the terms thereof. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, which has not been released or will not be released simultaneously with such payment. When the 1992 Project shall have been constructed in accordance with the Installment Purchase Agreement, a Statement of the District stating the fact and date of such construction and acceptance and stating that all of such cost of construction and incidental expenses have been determined and paid (or that all of such costs and expenses have been paid less specified claims which are subject to dispute and for which a retention in the Construction Fund is to be maintained in the full amount of such claims until such dispute is resolved), shall be delivered to the Trustee by the District. Upon the receipt of such statement, the Trustee shall transfer any remaining balance in the Construction Fund not needed for Construction Fund purposes (but less the amount of any such retention which amount shall be certified to the Trustee by the District) first to the Reserve Fund until the amount therein equals the Series 1992 Reserve Fund Requirement, and thereafter to the Certificate Payment Fund. Section 3.04. Validity of Certificates. The validity of the authorization and delivery of the Certificates is not dependent on and shall not be affected in any way by any proceedings taken by the District, the Corporation or the Trustee with respect to or in connection with the Installment Purchase Agreement. The recital contained in the Certificates that all acts, conditions and things required by the Constitution and statutes of the State and this Agreement to exist, to have happened and to have been performed precedent to and in the delivery thereof do exist, have happened and have been performed in due time, form and manner as required by law shall be conclusive evidence of their validity and of compliance with the provisions of law in their delivery. 4185\6636000004\TRUST ~J3R~EMENT III-2 ARTICLE IV PREPAYMENT OF CERTIFICATES Section 4.01. Terms of Prepayment. (a) The Certificates shall be subject to prepayment prior to their respective stated maturities, as a whole on any date or in part on any Payment Date in the order of maturity as directed by the District in a Written Request provided to the Trustee at least 75 days prior to the Payment Date and by lot within each maturity in integral multiples of $5,000 from prepaid Series 1992 Installment Payments made by the District from Net Proceeds, upon the terms and conditions of, and as provided for in, Section 6.10 of this Agreement, and Sections 6.08 and 6.12 of the Installment Purchase Agreement, at a Prepayment Price equal to the principal amount thereof and accrued interest thereon to the date fixed for prepayment, without premium. (b) The Certificates with stated maturities on or after October 1, , shall further be subject to prepayment prior to their respective stated maturities, as a whole or in part on any Payment Date in the order of maturity as directed by the District in a Written Request provided to the Trustee at least 75 days prior to the Payment Date and by lot within each maturity in integral multiples of $5,000, on or after October 1, , from amounts prepaid by the District pursuant to the Installment Purchase Agreement at a Prepayment Price (expressed as a percentage of the principal amount of such Certificates to be prepaid) plus interest accrued to the date fixed for prepayment, as set forth below: Prepayment Period Prepayment Price (c) The Certificates maturing October 1, are subject to mandatory prepayment in part (by lot) on any October 1 on or after October 1, , in integral multiples of $5,000 at a Prepayment Price of the principal amount thereof plus accrued interest evidenced and represented thereby to the date fixed for prepayment, without premium. Such Certificates shall be prepaid in the amounts and upon the dates as follows: 4185\6636000004\TRUST AGREEMENT IV- 1 Mandatory Prepayment Dates (October l) Amount * Fin&l maturity. Section 4.02. Selection of Certificate. for P~epayment. Whenever less than all of the Certificates are called for prepayment, the Trustee shall select the Certificates or portions thereof to be prepaid from the Outstanding Certificates in accordance with Section 4.01. The Trustee shall promptly notify the District in writing of the numbers of the Certificates or portions thereof so selected for prepayment. Section 4.03. Notice of Prepayment. Notice of prepayment shall be mailed, first class postage prepaid, to the respective Owners of any Certificates designated for prepayment at their addresses appearing on the Certificate registration books and to the Information Services and by registered or certified or overnight mail to the Securities Depositories at least 30 days but not more than 60 days prior to the prepayment date. Each notice of prepayment shall state the date of notice, the prepayment date, the place or places of prepayment and the Prepayment Price, shall designate the maturities, CUSIP numbers, if any, and, if less than all of any such maturity is to be prepaid, the serial numbers of the Certificates of such maturity to be prepaid by giving the individual number of each Certificate or by stating that all Certificates between two stated numbers, both inclusive, have been called for prepayment and, in the case of Certificates to be prepaid in part only, the respective portions of the principal amount thereof to be prepaid. Each such notice shall also state that on said date there will become due and payable on each of said Certificates the Prepayment Price thereof or of said specified portion of the principal represented thereby in the case of a Certificate to be prepaid in part only, together with interest accrued with respect thereto to the prepayment date, and that (provided that moneys for prepayment have been deposited with the Trustee) from and after such prepayment date interest with respect thereto shall cease to 4185\6636000004 \TRUST AGREEMENT IV- 2 accrue, and shall require that such Certificate be then surrendered to the Trustee. Any defect in the notice or the mailing will not affect the validity of the prepayment of any Certificate. Notice of prepayment of Certificates shall be given by the Trustee. Section 4.04. Partial Prepayment of Certificate. Upon surrender of any Certificate prepaid in part only, the Trustee shall execute and deliver to the Owner thereof, at the expense of the District, a new Certificate or Certificates of authorized denominations equal in aggregate principal amount to the unprepaid portion of the Certificate surrendered and of the same interest rate and maturity. Section 4.05. Rffect of Prepayment. When notice of prepayment has been duly given as aforesaid, and moneys for payment of the Prepayment Price of, together with interest accrued to the prepayment date with respect to, the Certificates (or portions thereof) so called for prepayment are held by the Trustee, the Certificates (or portions thereof) so called for prepayment shall, on the prepayment date designated in such notice, become due and payable at the Prepayment Price specified in such notice and interest accrued thereon to the prepayment date; and from and after the prepayment date interest represented by the Certificates so called for prepayment shall cease to accrue, said Certificates (or portions thereof) shall cease to be entitled to any benefit or security under this Agreement, and the Owners of said Certificates shall have no rights in respect thereof except to receive payment of said Prepayment Price and accrued interest. All Certificates prepaid pursuant to the provisions of this Article shall be cancelled upon surrender thereof and destroyed by the Trustee. 418B\6636000004\TRUST AGREF~ENT IV- 3 ARTICLE V Series 1992 Installment Payments Section 5.01. Pledge an~ n~o.~t of Ser~es 1992 In. tallment Payment-. The Series 1992 Installment Payments are hereby irrevocably pledged to, and shall be used for, the punctual payment of the Certificates, and the Series 1992 Installment Payments shall not be used for any other purpose while any of the Certificates remain Outstanding. This pledge shall constitute a first and exclusive lien on the Series 1992 Installment Payments in accordance with the terms hereof. All Series 1992 Installment Payments to which the Corporation may at any time be entitled (including income or profit from investments pursuant to Section 5.03) shall be paid directly to the Trustee pursuant to the terms of the Assignment Agreement, and if received by the Corporation at any time shall be deposited by the Corporation with the Trustee within one business day after the receipt thereof, and the Trustee shall deposit all Series 1992 Installment Payments as and when received in the Certificate Payment Fund. All moneys at any time deposited in the Certificate Payment Fund shall be held by the Trustee in trust for the benefit of the Owners from time to time of the Certificates, but shall nevertheless be disbursed, allocated and applied solely for the uses and purposes herein set forth. Section 5.02. Certificate Payment Fund. There is hereby established with the Trustee the Certificate Payment Fund and the Reserve Fund, each of which the Trustee shall establish and maintain and hold in trust separate and apart from other funds held by it so long as any Series 1992 Installment Payments remain unpaid. The Trustee shall transfer from the Certificate Payment Fund the following amounts at the times and in the manner hereinafter provided, and shall deposit such amounts in one or more of the following respective funds, each of which the Trustee shall establish and maintain and hold in trust separate and apart from other funds held by it, and each of which shall be disbursed and applied only as h~reinafter authorized. Such amounts shall be so transferred to and deposited in the following respective funds in the following order of priority, the requirements of each such fund at the time of deposit to be satisfied before any transfer is made to any fund subsequent in priority: (a) Interest Fund. The Trustee, no later than the business day before each Payment Date (coA~.encing April 1, 1993), shall deposit in the Interest Fund an amount representing the portion of the Series 1992 Installment Payments designated as interest coming due on the next succeeding Payment Date. 4185\6636000004\TRUST AGREEMENT V-1 No deposit need be made into the Interest Fund so long as there shall be in such fund moneys sufficient to pay the interest portion of all Certificates then Outstanding on the next Payment Date. Except as hereinafter provided, moneys in the Interest Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the interest with respect to the Certificates when due and payable (including accrued interest on any Certificates prepaid prior to. maturity pursuant to this Agreement). (b) Principal ~,na. The Trustee, no later than the business day before each Payment Date (co,,~.encing October 1, 199 ), shall deposit in the Principal Fund an amount equal to the principal coming due with respect to the Certificates on the next succeeding October 1. No deposit need be made into the Principal Fund so long as there shall be in such fund moneys sufficient to pay the portion of all Certificates then Outstanding designated as principal and coming due on the next succeeding October 1. Except as hereinafter provided, moneys in the Principal Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the principal with respect to the Certificates when due and payable. (c) Prepayment Fund. Moneys to be used for prepayment pursuant to Section 4.01 hereof and paid by the District pursuant to Section 7.01 of the Installment Furchase Agreement shall be transferred by the Trustee from the Certificate Payment Fund and deposited in the Prepayment Fundon the prepayment date specified in the Written Request of the District filed with the Trustee pursuant to Section 7.02 of the Installment Purchase Agreement. Said moneys shall be set aside in the Prepayment Fund solely for the purpose of prepaying the Certificates in advance of their respective stated maturities and shall be applied on or after the date specified for prepayment pursuant to Section 4.01 hereof to the payment of the Prepayment Price with respect to the Certificates to be prepaid upon presentation and surrender of such Certificates. Section 5.03. Investment of Moneys in Special Funds. Any moneys in the Construction Fund, the Certificate Payment Fund, the Interest Fund, the Principal Fund, the Reserve Fund and the Prepayment Fund shall be invested, upon the Written Request of the District, by the Trustee, in Permitted Investments which will mature on or before the dates when such moneys are scheduled to be needed for payment from such fund and in accordance with the limitations set forth in Section 6.03 and the Guidelines for 4185\6636000004\TRUST AGREEMENT V-2 Compliance. Securities acquired as an investment of moneys in a fund shall be credited to such fund. In the absence of written investment direction from the District, the Trustee shall invest moneys held by it solely in Permitted Investments specified in clause (7) of the definition thereof. Any interest, profit or other income on such investments shall be deposited in the Reserve Fund to the extent the amount available and contained therein is less than the Series 1992 Reserve Fund Requirement and thereafter in the Certificate Payment Fund. Subject to the further provisions of Section 6.03, the Trustee may sell or present for prepayment any obligations so purchased at the direction of the District 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 investment. The Trustee may act as principal or agent in the acquisition or disposition of any investment. The Trustee may co~,u~ingle any of the funds or accounts established pursuant to this Agreement into a separate fund or funds for investment purposes only; provided, however, that all funds or accounts held by the Trustee hereunder shall be accounted for separately notwithstanding such comingling. Section 5.04. Reserve Funa. The Trustee shall deposit in the Reserve Fund the amounts required to be deposited therein pursuant to the Installment Purchase Agreement and this Agreement and apply moneys in the Reserve Fund in accordance with this Section 5.04. If four business days prior to any Payment Date the moneys in the Certificate Payment Fund are insufficient to make the payments-required by this Agreement with respect to Certificates on such Payment Date, the Trustee shall transfer from the Reserve Fund to the Certificate Payment Fund the amount of such insufficiency. In the event that the Trustee has transferred moneys from the Reserve Fund to the Certificate Payment Fund in accordance with this Section 5.04, upon receipt of the moneys from the District to increase the balance in the Reserve Fund to the Series 1992 Reserve Fund Requirement, the Trustee shall deposit such moneys in the Reserve Fund. If the amount available and contained in the Reserve Fund exceeds an amount equal to the Series 1992 Reserve Fund Requirement and if the District is not then in default under the Installment Furchase Agreement, the Trustee shall semiannually on 4185\6636000004\TRUST AGREEMENT V-3 or before April I and October i withdraw the amount of such excess from the Reserve Fund and shall, if prior to the completion of the 1992 Project or any other uncompleted Project, transfer such amount to the District for deposit in the Construction Fund, and thereafter deposit such amount in the Certificate Payment Fund, and for this determination the Trustee shall make a valuation of the Reserve Fund on April i and October i in each year. Except for such withdrawals, all moneys in the Reserve Fund shall be used and withdrawn by the Trustee solely for the purpose of paying principal and interest with respect to the Certificates in the event that no other moneys of the District are available therefor. For the purpose of determining the amount in the Reserve Fund, all Permitted Investments credited to the Reserve Fund shall be valued at the lower of cost (inclusive of all interest accrued but not paid) or market value. Section 5.05. Rebate Fund. (a) The Trustee shall establish a special fund designated the "Temecula Community Services District 1992 Project Rebate Fund" (the "Rebate Fund"). All amounts at any time on deposit in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the requirement to make rebate payments to the United States (the "Rebate Requirement") pursuant to Section 148(f) of the Code and the Treasury Regulations promulgated thereunder (the "Rebate Regulations"). Such amounts shall be free and clear of any lien under this Agreement and shall be governed by this Section and Section 6.03 and by the "Guidelines for Compliance with Section 148(f) of the Internal Revenue Code" executed by the District on the closing date. The Trustee shall be deemed conclusively to have complied with the Rebate Requirement if it follows the directions of the District, and shall have no independent responsibility to, or liability resulting from its failure to, enforce compliance by the District with the Rebate Requirement. (b) Within 45 days of the end of each Certificate Year, (1) the District shall calculate or cause to be calculated with respect to the Certificates the amount that would be considered "rebatable arbitrage" within the meaning of Section 1,148-2(a) of the Rebate Regulations, using as the "computation date" for this purpose the end of such Certificates Year, and (2) upon the District's written direction, the Trustee shall deposit to the Rebate Fund from deposits from the District, if and to the extent required, amounts sufficient to cause the balance in the. Rebate Fund to be equal to the amount of "rebatable arbitrage" so calculated. The Trustee shall not be required to deposit any amount to the Rebate Fund in accordance with the preceding sentence if the amount on deposit in the Rebate Fund prior to the 4185\6636000004\TRUST AGREEMENT V-4 deposit required to be made under this subsection (b) exceeds the amount of 'rebatable arbitrage" calculated in accordance with the preceding sentence. Such excess may be withdrawn from the Rebate Fund to the extent permitted under subsection (g) of this Section. The District shall not be required to calculate the amount of "rebatable arbitrage" within the meaning of Section 1,148-2(a) of the Rebate Regulations with respect to all or a portion of the proceeds of the Certificates (including amounts treated as proceeds of the Certificates) (1) to the extent such proceeds satisfy the expenditure requirements of Section 148(f)(4)(B) or Section 148(f)(4)(C) of the Code, whichever is applicable, and otherwise qualify for the exception to the Rebate Requirement pursuant to whichever of said sections is applicable, (2) to the extent such proceeds are subject to an election by the District under Section 148(f)(4)(C)(vii) of the Code to pay a 1- 1/2% penalty in lieu of arbitrage rebate in the event any of the percentage expenditure requirements of Section 148(f)(4)(C) are not satisfied, or (3) to the extent such proceeds qualify for the exception to arbitrage rebate under Section 148(b)(4)(A)(ii) of the Code for amounts in a "bona fide debt service fund." In such event, and with respect to such amounts, the District shall provide written direction to the Trustee that the Trustee shall not be required to deposit any amount to the Rebate Fund in accordance with this subsection (b). (c) Any funds remaining in the Rebate Fund after prepayment of all of the Certificates and payment of any amounts described in paragraph (2) of subsection (d) of this Section, or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees to the Trustee, shall be withdrawn by the Trustee and remitted to the District. (d) Upon the District's written direction, but subject to the exceptions contained in subsection (b) of this Section to the requirement to calculate "rebatable arbitrage" and make deposits to the Rebate Fund, the Trustee shall pay to the United States, from amounts on deposit in the Rebate Fund, (1) not later than 60 days after the end of (i) the fifth Certificate Year, and (ii) each fifth Certificate Year thereafter, an amount that, together with all previous rebate payments, is equal to at least 90% of the sum of (A) the "rebatable arbitrage" calculated as of the end of such Certificate Year in accordance with Section 1,148-2 of the Rebate Regulations, and (B) all previous rebate payments; and (2) not later than 60 days after the payment of all Certificates, an amount equal to 100% of the "rebatable arbitrage" calculated as of the end of such Certificate Year (and any income attributable to the rebatable arbitrage 4185\6636000004\TRUST AGREEMENT V-5 determined to be due and payable) in accordance with Section 1,148-2 of the Rebate Regulations. (e) In the event that, prior to the time of any payment required to be made from the Rebate Fund, the amount in the Rebate Fund is not sufficient to make such payment when such payment is due, the District shall calculate the amount of such deficiency and direct the Trustee to deposit an amount received from the District equal to such deficiency into the Rebate Fund prior to the time such payment is due. (f) Each payment required to be made pursuant to subsection (d) of this Section shall be made to the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038-T. (g) In the event that immediately following the calculation required by subsection (b) of this Section, but prior to any deposit made under said subsection, the amount on deposit in the Rebate Fund exceeds the amount of "rebatable arbitrage" calculated in accordance with said subsection, upon written instructions from the District, the Trustee shall withdraw the excess from the Rebate Fund and credit such excess to the Interest Fund. (h) The District shall retain records of all determinations made hereunder until six years after the retirement of the last obligation of the Certificates. (i) Notwithstanding anything in this Indenture to the contrary, the Rebate Requirement shall survive the defeasance of the Certificates. Section 5.06. Pledge of Moneys in Funds. All amounts on deposit in the Construction Fund, the Certificate Payment Fund, the Interest Fund, the Principal Fund, the Prepayment Fund and the Reserve Fund are hereby irrevocably pledged to the Owners of the Certificates as provided herein. This pledge shall constitute a first and exclusive lien on the Construction Fund, the Certificate Payment Fund, the Interest Fund, the Principal Fund, the Prepayment Fund and the Reserve Fund for the benefit of the Owners of the Certificates in accordance with the terms hereof and of the Installment Purchase Agreement. 4185\6636000004\TRUST AGREEMENT V-6 ARTICLE VI COVENANTS Section 6.01. Co~orat~oD and n~Rt~.t tO Perform vnsta~3ment B,rcB~me Agreement. The Corporation and District covenant and agree with the Owners to performall obligations and duties imposed on .them under the Installment Purchase Agreement and, together with the Trustee, to enforce such Installment Purchase Agreement against the other party thereto in accordance with its terms. The Corporation and the District will in all respects promptly and faithfully keep, perform and comply with all the terms, provisions, covenants, conditions and agreements of the Installment Purchase Agreement to be kept, performed and complied with by it. The Corporation and the District agree not to do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted to be done, or any such omission of or refraining from action, would or might be a ground for cancellation or termination of the Installment Purchase Agreement. Section 6.02. District Budgets. On or prior to the fifteenth day of each Fiscal Year, the District shall certify to the Trustee that the amounts budgeted for payment of Series 1992 Installment Payments are fully adequate for the payment of all Series 1992 Installment Payments due under the Installment Purchase Agreement for such Fiscal Year. If the amounts so budgeted are not adequate for the payment of Series 1992 Installment Payments due under the Installment Purchase Agreement, the District will take such action as may be necessary to cause such annual budget to be amended, corrected or augmented so as to include therein the amounts required to be raised by the District in the then ensuing Fiscal Year for the payment of Series 1992 Installment Payments due under the Installment Purchase Agreement and will notify the Trustee of the proceedings then taken or proposed to be taken by the District. Section 6.03. Tax Covenants. The Corporation and the District hereby covenant with the Owners that, notwithstanding any other provision of this Agreement, they will make no use of the proceeds of the Certificates that would cause the Certificates to be "arbitrage bonds" within the meaning of Section 148 of the Code. The District will not make any use of the proceeds of the Certificates or any other funds of the District, or take or omit to take any other action, that would cause the Certificates to be 4185\6636000004\TRUST AGReeMeNT VI- 1 "private activity bonds" within the meaning of Section 141 of the Code, or "federally guaranteed. within the meaning of Section 149(b) of the Code. To that end, so long as any Series 1992 Installment Payments are unpaid, the District, with respect to such proceeds and such other funds, will comply with all requirements of such Sections and all regulations of the United States Department of the Treasury issued thereunder and under Section 103 of the Internal Revenue Code of 1954, as amended, to the extent such requirements are, at the time, applicable and in effect. The District will not use or permit the use of the 1992 Project or any portion thereof by any person other than a governmental unit as such term is used in Section 141 of the Code, in such manner or to such extent as would result in the loss of exclusion from gross income for federal income tax purposes of the interest portion of any Series 1992 Installment Payments. Section 6.04. Acc~,-ting Records and Reports. The Trustee shall keep or cause to be kept proper books of record and account in which complete and correct entries shall be made of all transactions made by it relating to the receipts, disbursements, allocation and application of the Series 1992 Installment Payments, and such books shall be available for inspection by the District and by any Owner of at least 5% principal amount, or his agent or representative, at reasonable hours and under reasonable conditions. Each month, so long as the Certificates are Outstanding, the Trustee shall furnish to the District a statement covering receipts, disbursements, allocation and application of amounts on deposit in the funds and accounts created hereunder held by it. Section 6.05. Compliance with Trust Acreement. The Trustee will not execute, or permit to be executed, any Certificates in any manner other than in accordance with the provisions of this Agreement, and the District will not suffer or permit any default by it to occur under this Agreement, but will faithfully observe and perform all the covenants, conditions and requirements hereof. Section 6.06. Observance of Laws and Req~lations. To the extent necessary to assure their performance hereunder, the Corporation and the District will well and truly keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on them by contract, or prescribed by any law of the United States of America, or of the State, or by any officer, board or co~,~,~ission having jurisdiction or control, as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired by the Corporation or the District respectively, including its right to 4185\6636000004\TRUST AGPaEM~NT VI-2 exist and carry on its business, to the end that such contracts, rights and franchises shall be maintained and preserved, and shall not become abandoned, forfeited or in any manner impaired. Section 6.07. Con~l~nce w~th Contract-. The District shall comply with the terms, covenants and provisions, express or implied, of all contracts for the use of the 1992 Project by the District, and all'other contracts and agreements affecting or involving the 1992 Project to the extent that the District is a party thereto. Section 6.08. Pro. ecut~on and De[en~e of Su~t.. The District shall promptly, upon request of the Trustee or any Owner, from time to time take such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the 1992 Project or any part thereof, whether now existing or hereafter developing, shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall indemnify and save the Trustee, the Corporation and every Owner harmless from all loss, cost, damage a-d expense, including attorneys' fees, which they or any of them may incur by reason of any such defect, cloud, suit, action or proceeding. The District shall defend against every suit, action or proceeding at any time brought against the Trustee, the Corporation-or any Owner. upon any claim arising out of the receipt, application or disbursement of any of the Series 1992 Installment Payments or involving the rights of the Trustee, the Corporation or any Owner under this Agreement; provided that the Trustee, the Corporation or any Owner at such party's election may appear in and defend any such suit, action or proceeding. The District shall indemnify andshold harmless the Trustee, the Corporation and the Owners against any and all liability claimed or asserted by any person, arising out of such receipt, application or disbursement, and shall indemnify and hold harmless the Owners against any attorneys' fees or other expenses which any of them may incur in connection with any litigation to which any of them may become a party by reason of ownership of Certificates. The District shall promptly reimburse the Corporation or any Owner in the full amount of any attorneys' fees or other expenses which the Corporation or such Owner may incur in litigation or otherwise in order to enforce such party's rights under this Agreement or the Certificates, provided that such litigation shall be concluded favorably to such party's contentions therein. Section 6.09. Recordation and Filing. The Trustee, upon written direction of the District, shall record, register, file, renew, refile and re-record all such documents, including financing statements, as may be required by law in order to maintain a security interest in this Agreement and the Assignment 4185\6636000004\TRUST AGREEMXNT VI - 3 Agreement, all in such manner, at such times and in such places as may be required by, and to the extent permitted by, law in order fully to preserve, protect and perfect the security of the Owners and the rights and security interests of the Trustee. The Trustee, upon written direction of the District, shall (subject to Section 8.05) do whatever else may be necessary or be reasonably required in order to perfect and continue the lien of this Agreement and'theAssignment Agreement. Section 6.10. ~n~nent Domain. If all or any part of the 1992 Project shall be taken by eminent domain proceedings (or sold to a government threatening to exercise the power of eminent domain), the Net Proceeds therefrom shall be applied in the manner specified in Section 6.12 of the Installment Purchase Agreement. Section 6.11. Further Ass~r~ncee. Whenever and so often as requested so to do by the Trustee or any Owner, the Corporation and the District will promptly execute and deliver or cause to be executed and delivered all such other and further 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 Owners all rights, interest, powers, benefits, privileges and advantages conferred or intended to be conferred upon them by this Agreement. 4185\6636000004\TRUST ~33R~EM~NT VI-4 ARTICLE VII DEFAULT AND LIMITATION OF LIABILITY Section 7.01. Notice of Non-Payment. In the event of delinquency in the payment of any Series 1992 Installment Payments due by the District pursuant to the Installment Purchase Agreement, the Trustee shall, after one business day following the date upon which such delinquent Installment Payment was due, immediately give written notice of the delinquency and the amount of the delinquency to the District and the Corporation. Section 7.02. Action on Default or Termination. Upon the occurrence of an Event of Default (as that term is defined in the Installment Purchase Agreement), which event shall constitute a default hereunder, and in each and every such case during'the continuance of such Event of Default, the Trustee or the Owners of not less than a majority in aggregate principal amount of Certificates at the time Outstanding shall be entitled, upon notice in writing to the District, to exercise the remedies provided to the Corporation in the Installment Purchase Agreement. Upon declaration of the entire principal amount of the unpaid Series 1992 Installment Payments and the accrued interest thereon to be due and payable immediately and provided such declaration is not rescinded or annulled, all in accordance with Section 8.01 of the Installment Purchase Agreement, the Trustee may apply all moneys received as Series 1992 Installment Payments and all moneys held in any fund or account hereunder to the payment of the entire principal amount of the Certificates and the accrued interest with respect thereto, with interest on the overdue Certificates at the rate or rates of interest applicable to the Certificates if paid in accordance with their terms. Section 7.03. Other Remedies of the Trustee. shall have the right -- The Trustee (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the District or any director, officer or employee thereof, and to compel the District or any such director, officer or employee to perform or carry out its or his duties under law and the agreements and covenants required to be performed by it or him contained herein; (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Trustee; or (c) by suit in equity upon the happening of any default hereunder to require the District and its directors, 4185\6636000004\TRUST AGREEMENT VII-1 officers and employees to account as the trustee of an express trust. Section 7.04. Non-Waiver. A waiver of any default or breach of duty or contract by the Trustee shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee. If any action, proceeding or suit to enforce any right or to exercise any remedy is abandoned or determined adversely to the Trustee, the Trustee and the District shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken. Section 7.05. Remeaies Not Rxclusive. No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by any law. Section 7.06. No Obligation by the District to Owners. Except for the payment of Series 1992 Installment Payments when due in accordance with the Installment Purchase Agreement and the performance of the other covenants and agreements of the District contained in said Installment Purchase Agreement and herein, the District shall have no obligation or liability to the Owners of the Certificates with respect to this Agreement or the execution, delivery or transfer of the Certificates, or the disbursement of Series 1992 Installment Payments to the Owners by the Trustee; provided however that nothing contained in this Section shall affect the rights, duties or obligations of the Trustee expressly set forth herein. Section 7.07. No Obligation with Respect to Performance by Trustee. Neither the District nor the Corporation shall have any obligation or liability to any of the other parties hereto or to the Owners of the Certificates with respect to the performance by the Trustee of any duty imposed upon it under this Agreement. Section 7.08. No Liability to Owners for Payment. The Corporation shall not have any obligation or liability to the 4185\6636000004\TRUST AGReEMeNT VII-2 Owners of the Certificates with respect to the payment of the Series 1992 Installment Payments by the District when due, or with respect to the performance by the District of any other covenant made by it in the Installment Purchase Agreement or herein. Except as provided in this Agreement, the Trustee shall not have any obligation or liability to the Owners of the Certificates with respect to the payment of the Series 1992 Installment Payments by the District when due, or with respect to the performance by the District of any other covenant made by it in the Installment Purchase Agreement or herein. Section 7.09. No Responsibility ~or S,,ff~c~ency. The Trustee shall not be responsible for the sufficiency of this Agreement, the Installment Purchase Agreement, or of the assignment made to it by the Assignment Agreement of rights to receive Series 1992 Installment Payments pursuant to the Installment Purchase Agreement, or =he value of or title to the 1992 Project. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it under the terms of and in accordance with this Agreement. Section 7.10. Indemnification of Trustee. The District shall indemnify the Trustee and hold it harmless against any loss, liability, expenses or advances, including but not limited to fees and expenses of counsel and other experts, incurred or made without negligence or willful misconduct on the part of the Trustee, (i) in the exercise and performance of any of the powers and duties hereunder or under the Installment Purchase Agreement by the Trustee, (ii) relating to or arising out of the Project, or the conditions, occupancy, use, possession, conduct or management of, or work done in or about, or from the planning, design, acquisition, installation or construction of the Project or any part thereof, or (iii) arising out of or relating to any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading in any official statement or other offering circular utilized in connection with the sale of the Certificates, including the costs and expenses of defending itself against any claim of liability arising under this Agreement. Such indemnity shall survive payment of the Certificates or resignation or removal of the Trustee. 4185\6636000004\TRUST AGREEMENT VII-3 ARTICLE VIII THE TRUSTEE Section 8.01. ~ployment of Tru. tee. In consideration of the recitals hereinabove set forth and for other valuable consideration, the District hereby agrees to employ the Trustee to receive, hold, invest and disburse the moneys received pursuant to the Installment Purchase Agreement for credit to the various funds and accounts established by this Agreement; to execute, deliver and transfer the Certificates; and to apply and disburse the Series 1992 Installment Payments received from the District to the Owners; and to perform certain other functions; all as herein provided and subject to the terms and conditions of this Agreement. Section 8.02. Acceptance of ~3oyment. In consideration of the compensation herein provided for, the Trustee accepts the employment above referred to subject to the terms and conditions of this Agreement. Section 8.03. Trustee: Duties, Removal and Resianation. By executing and delivering this Agreement, the Trustee accepts the duties and obligations of the Trustee provided in this Agreement, but only upon the terms and conditions set forth in this Agreement. The District, or, if the District is in default under the Installment Purchase Agreement, the Owners of a majority in aggregate principal amount of all Certificates Outstanding, may by written request to the Trustee, remove the Trustee initially a party to this Agreement, and any' successor thereto, and may appoint a successor Trustee, but any such successor shall be a bank or trust company doing business and having a corporate trust office in California, which has (or the parent holding company of which has) a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authorities. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee may at any time resign by giving written notice to the District and by giving to the Owners notice of such resignation by mail at the addresses shown on the registration books maintained by the Trustee. Upon receiving such notice of resignation, the District shall promptly appoint a successor 4185\6636000004\TRUST AGREEMENT VIII-1 Trustee by an instrument in writing; provided, however, that in the event that the District does not appoint a successor Trustee within 30 days following receipt of such notice of resignation, the resigning Trustee may at the expense of the District petition the appropriate court having jurisdiction to appoint a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. Section 8.04. Condensation of the TD,.tee. The District shall from time to time, subject to any agreement in effect with the Trustee, pay to the Trustee reasonable compensation for its services and shall reimburse the Trustee for all its advances and expenditures, including but not limited to advances to and fees and expenses of independent appraisers, accountants, consultants, counsel, agents and attorneys-at-law or other experts employed by it in the exercise and performance of its powers and duties hereunder. Such compensation and reimbursement shall be paid by the District and amounts owing therefor shall constitute a charge on the moneys in the Construction Fund and payable by the District; provided, however, that the Trustee shall not otherwise have any claims, except in accordance with Section 7.10, or lien for payment of compensation for its services against any other moneys held by it in the funds or accounts established hereunder but may take whatever legal actions are lawfully available to it directly against the District. Section 8.05. Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any resolution, notice, telegram, request, consent, waiver, certificate, statement, affidavit, voucher, bond, requisition or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions of this Agreement, and the Trustee shall be under no duty ~o make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall not be bound to recognize any person as an Owner or to take any action at the request of any such person unless such Certificate shall be deposited with the Trustee or satisfactory evidence of the ownership of such Certificate shall be furnished to the Trustee. The Trustee may consult with counsel, who may be counsel to the Corporation or the District, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith in accordance therewith. Whenever in the administration of its duties under this Agreement, the Trustee shall deem it necessary or desirable that 4185\6636000004\TRUST AGREEMENT VIII-2 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) shall be deemed to be conclusively proved and established by a certificate of the Corporation or the District and such certificate shall be full warranty to the Trustee for any action taken or suffered under the provisions of this Agreement upon the faith thereof, but in its discretion the Trustee may (but shall have no duty), in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee may buy, sell, own, hold and deal in any of the Certificates provided pursuant to this Agreement, and may join in any action which any Owner may be entitled to take with like effect as if the Trustee were not a party to this Agreement. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the District or the Corporation, and may act as depositary, trustee, or agent for any co~,u.ittee or body of Owners or of obligations of the Corporation or the District as freely as if it were not Trustee hereunder. The Trustee may, to the extent reasonably necessary, execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duties hereunder, and the Trustee shall not be answerable for the default or misconduct of any such attorney, agent or receiver selected by it with reasonable care. The Trustee shall not be answerable for the exercise of any discretion or power under this Agreement or for anything whatever in connection with the funds and accounts established hereunder, except only for its own willful misconduct or negligence. The recitals, statements and representations by the District or the Corporation contained in this Agreement or in the Certificates shall be taken and construed as made by and on the part of the District or Corporation and not by the Trustee and the Trustee does not assume, and shall not have, any responsibility or obligations for the correctness of any thereof. The Trustee undertakes to perform such duties, and only such duties as are specifically set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against the Trustee. No provision in this Agreement shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder if it shall have reasonable grounds for believing that repayment of 4185\6636000004\TRUST AGREEMENT VIII-3 such funds or adequate indemnity against such risk or liability is not assured to it. In accepting the trust hereby created, the Trustee acts solely as Trustee for the Owners ~d not in its individual capacity and all persons, including without limitation the Owners and the District or the Corporation having any claim against the Trustee arising from this Agreement shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidencedby the Certificates. The Trustee makes no representation or warranty, express or implied as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the District or the Corporation of the Project. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Installment Purchase Agreement or this Agreement for the existence, furnishing or use of the Project. The Trustee shall not be deemed to have knowledge of any Event of Default hereunder or under the Installment Purchase Agreement unless and until it shall have actual knowledge thereof or have received notice thereof at its corporate trust office at the address set forth in Section 11.11. The Trustee shall not be accountable for the use or application by the District, or the Corporation or any other party of any funds which the Trustee has released in accordance with the terms of this Agreement. 4 185\6636000004 \TRUST A~RMEM~NT VIII-4 ARTICLE IX AMENDMENT OF TRUST AGREEMENT Section 9.01. Amendments Permitted. (a) This Agreement and the rights and obligations of the District and of the Owners and of the Trustee may be modified or amended at any time by an amendment hereto which shall become binding when the written consents of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, exclusive of Certificates disqualified as provided in Section 11.04, shall have been filed with the Trustee. No such modification or amendment shall (1) extend the stated maturities of the Certificates, or reduce the rate of interest represented thereby, or extend the time of payment of interest, or reduce the amount of principal represented thereby, or reduce any premium payable on the prepayment thereof, without the consent of the Owner of each Certificate so affected, or (2) reduce the aforesaid percentage of Owners whose consent is required for the execution of any amendment or modification of this Agreement, or (3) modify any of the rights or obligations of the Trustee or the Corporation without its written consent thereto. (b) This Agreement and the rights and obligations of the Corporation and the District and of the Owners may also be modified or amended at any time by an amendment hereto which shall become binding upon adoption, without the consent of the Owners, but only to the extent permitted by law and only for any one or more of the following purposes-- (1) to add to the covenants and agreements of the Corporation or the District contained in this Agreement other covenants and agreements thereafter to be observed or to surrender any right or power herein reserved to or conferred upon the Corporation or the District, and which shall not materially adversely affect the interests of the Owners; (2) to cure, correct or supplement any ambiguous or defective provision contained in this Agreement or in regard to questions arising under this Agreement, as the Corporation or the District may deem necessary or desirable and which shall not materially adversely affect the interests of the Owners; and (3) to make such other amendments or modifications as shall not materially adversely affect the interests of the Owners. Section 9.02. Endorsement or Replacement of Certificates After Amendment or Supplement. After the effective date of any 4185\6636000004\TRUST AGREEMENT IX- 1 action taken as hereinabove provided, the Trustee may determine that the Certificates may bear a notation by endorsement in form approvedby the Trustee as to such action, and in that case upon demand of the Trustee to the Owner of any Outstanding Certificate and presentation of such Owner's Certificate for such purpose at the principal corporate trust office of the Trustee a suitable notation as to such action shall be made on such Certificate. If the Trustee shall so determine, new Certificates so modified as in the opinion of the Trustee shall be necessary to conform to such action shall be prepared, and in that case upon demand of the Trustee to the Owner of any Outstanding Certificates such new Certificates shall be exchanged at the principal corporate trust office of the Trustee without cost to each Owner for Certificates then Outstanding upon surrender of such Outstanding Certificates. Section 9.03. ~men~ment of Part~c~lav Certificates. The provisions of this Article shall not prevent any Owner from accepting any amendments to the particular Certificates held by him, provided that due notation thereof is made on such Certificates. 4185\6636000004 \TRUST AGPaEM~NT IX-2 ARTICLE X DEFEAS~CE Section 10.01. D~scharge of Tz~,.t ~greement. When the obligations of the District under the Installment Purchase Agreement shall cease pursuant to Article IX of the Installment Purchase Agreement (except for the right of the Trustee and the obligation of the District to have the money and Permitted Investments mentioned therein applied to the payment of Series 1992 Installment Payments as therein set forth), then and in that case the obligations created by this Agreement shall thereupon cease, terminate and become void except for the right of the Owners to have applied and the obligation of the Trustee to apply such moneys and Permitted Investments to the payment of the Certificates as herein set forth, and the Trustee shall turn over to the District, after provision for payment of amounts due the Trustee hereunder, as an overpayment of Series 1992 Installment Payments, any surplus in the Certificate Payment Fund and all balances remaining in any other funds or accounts other than moneys and Permitted Investments held for the payment of the Certificates at maturity or on prepayment, which moneys and Permitted Investments shall continue to be held by the Trustee in trust for the benefit of the Owners and shall be applied by the Trustee to the payment, when due, of the principal and interest and premium, if any, represented by the Certificates, and after such payment, this Trust Agreement shall become void. If moneys or Federal Securities are deposited with and held by the Trustee as hereinabove provided, the Trustee shall within thirty 30 days after such moneys or Federal Securities shall have been deposited with it, mail a notice, first class postage prepaid, to the Owners at the addresses listed on the registration books kept by the Trustee pursuant to Section 2.08, setting forth (a) the date fixed for prepayment of the Certificates, (b) a description of the moneys or Federal Securities so held by it, and (c) that this Agreement has been released in accordance with the provisions of this Section. Section 10.02. Deposit of Money or Securities with Trustee. Whenever in this Agreement or the Installment Purchase Agreement it is provided or permitted that there be deposited with or held in trust by the Trustee money or Federal Securities in the necessary amount to pay or prepay any Certificates, the money or Federal Securities to be so deposited or held may include money or Federal Securities held by the Trustee in the funds and accounts established pursuant to this Agreement and shall be -- (a) lawful money of the United States of America in an amount equal to the principal amount represented by such Certificates and all unpaid interest represented thereby to 4185\6636000004\TRUST AGREEMENT X-1 maturity, except that, in the case of Certificates which are to be prepaid prior to maturity and in respect of which notice of such prepayment 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, the amount to be deposited or held shall be the principal amount or Prepayment Price and all unpaid interest to such date of prepayment if any, represented by such Certificates; or (b) non-callable Federal Securities which will provide money sufficient to pay the principal at maturity or the principal or Prepayment Price upon prepayment plus all accrued interest to maturity or to the prepayment date, as the case may be, represented by the Certificates to be paid or prepaid, as such amounts become due, provided that, in the case of Certificates which are to be prepaid prior to the maturity thereof, notice of such prepayment 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; provided, in each case, that the Trustee shall have been irrevocably instructed (by the terms of this Trust Agreement and the Installment Purchase Agreement or by Written Request of the District) to apply such money or Federal Securities to the payment of such principal or Prepayment Price and interest represented by such Certificates. Section 10.03. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of the interest or principal or Prepayment Price represented by any of the Certificates which remain unclaimed for two years after the date of deposit of such moneys if deposited with the Trustee after the date when the interest and principal or Prepayment Price represented by such Certificates have become payable, shall at the Written Request of the District be repaid by the Trustee to the District as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the District for the payment of the interest and principal or Prepayment Price represented by such Certificates; provided, however, that before being required to make any such payment to the District, the Trustee shall, at the written request and expense of the District, first mail a notice to the Owners of the Certificates so payable that such moneys remain unclaimed and that after a date named in such notice, which date shall not be less than 30 days after the date of the mailing of such notice, the balance of such moneys then unclaimed will be returned to the District. 4185\6636000004\TRUST AGReEMeNT X-2 ARTICLE XI MISCELLANEOUS Section 11.01. Benefits of T~,st Agreement L~m~ted to Parties. Nothing contained herein, expressed or implied, is intended to give to any person other than the District, the Trustee, the Corporation and the Owners any claim, remedy or right under or pursuant hereto, and any agreement, condition, covenant or term required herein to be observed or performed by or on behalf of the District shall be for the sole and exclusive benefit of the Trustee, the Corporation and the Owners. Section 11.02. Successor Deemed Tncluded in al~ References to Predecessor. Whenever either the District, the Corporation or the Trustee or any officer thereof is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the District, the Corporation or the Trustee or such officer, and all agreements, conditions, covenants and terms required hereby to be observed or performed by or on behalf of the District, the Corporation or the Trustee or any officer thereof shall bind and inure to the benefit of the respective successors thereof whether so expressed or not. Section 11.03. Execution of Documents by Owners. Any declaration, request or other instrument which is permitted or required herein to be executed by Owners may be in one or more instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed in writing. The fact and date of the execution by any Owner or such 0wner's attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer, or by such other proof as the Trustee may accept which it may deem sufficient. The ownership of any Certificates and the amount, payment date, number and date of owning the same may be proved by the books required to be kept by the Trustee pursuant to the provisions of Section 2.08. Any declaration, request or other instrument in writing of the Owner of any Certificate shall bind all future Owners of such Certificate with respect to anything done or suffered to be done 4185\6636000004\TRUST AGREEMENT XI- 1 by the District or the Trustee in good faith and in accordance therewith. Section 11.04. D4squa]4f4ea Cert~f4cates. Certificates owned or held by or for =he account of the Corporation or the District (but excluding Certificates held in any pension or retirement fund) shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Certificates provided for in this Agreement, and shall not be entitled to consent to or take any other action provided for in this Agreement. The Trustee may adopt appropriate regulations to require each Owner of Certificates, before his consent provided for in this Agreement shall be deemed effective, to reveal if the Certificates as to which such consent is given are disqualified as provided in this Section. Section 11.05. Waiver o~ Personal Ta~h~l~ty. No director, officer or employee of the District or the Corporation shall be individually or personally liable for the payment of the interest or principal or the prepayment premiums, if any, represented by the Certificates, but nothing contained herein shall relieve any director, officer or employee of the District or Corporation from the performance of any official duty provided by any applicable provisions of law or by the Installment Purchase Agreement or hereby. Section 11.06. Acquisition of Certificates by D~str~ct: Destruction of Certificates. All Certificates acquired by the District, whether by purchase or gift or otherwise, shall be surrendered to the Trustee for cancellation. Whenever in this Agreement provision is made for the cancellation by the Trustee of any Certificates, the Trustee shall destroy such Certificates and deliver a certificate of such destruction to the District. Section 11.07. Heaaings. Headings preceding the text of the several Articles and Sections hereof, and the table of contents, are solely for convenience of reference and shall not constitute a part of this Agreement or affect its meaning, construction or effect. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement; and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. Section 11.08. ~,nds and Accounts. Any fund required by this Agreement to be established and'maintained by the Trustee 4185\6636000004\TRUST AGREEMENT XI-2 may be established and maintained in the accounting records of =he Trustee either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds shall at all times be maintained in accordance with sound industry practices and with due regard for the protection of the security of the Certificates and the rights of every Owner thereof. Section 11.09. Partial Tnval~d~ty. If any one or more of the agreements, conditions, covenants or terms required herein to be observed or performed by or on the part of the District, the Corporation or the Trustee shall be contrary to law, then such agreement or agreements, such condition or conditions, such covenant or covenants or such term or terms shall be null and void and shall be deemed separable from the remaining agreements, conditions, covenants and terms hereof and shall in no way affect the validity hereof or of the Certificates, and the Owners shall retain all the benefit, protection and security afforded to them under any applicable provisions of law. The District, the Corporation and the Trustee hereby declare that they would have executed this Agreement, and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Certificates pursuant hereto irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstances may be held to be unconstitutional, unenforceable or invalid. Section 11.10. California Law. THIS AGREEMENT'SHALL BE CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE. Section 11.11. Notices. All written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other parties in writing from time to time. If to the District: If to the Corporation: 4185\6636000004\TRUST A~REEMENT XI-3 the Trustee: Section 11.12. ~xecut~on .an Co-nte=part.. This Agreement may be executed in several counterparts, each of which shall be deemed an original', and all of which shall constitute but one and the same instrument. 4185\6636000004\TRUST AGREEMENT XI -4 IN WITNESS WHEREOF, the parties have executed and attested this Agreement by their officers thereunto duly authorized as of the date and year first written above. as Trustee Authorized Signatory TEMECITLa~PUBLIC FACILITIES FINANCING CORPORATION By President TEMECULA COMMUNITY SERVICES DISTRICT By President Board of Directors (SEAL) Attest: Secretary of the Board of Directors 4185\6636000004\TRUST AGRMEMENT XI-5 EXHIBIT A [FORM OF CERTIFICATE OF PARTICIPATION] [FORM OF FACE OF CERTIFICATE] CERTIFICATE OF PARTICIPATION (COA,,,,unity Recreation Center Project) Series 1992 Evidencing an Interest of the Owner Hereof in Series 1992 Installment Payments to be Made by TEMECULA COMITY SERVICES DISTRICT INTBREST CBRTIFICATB ORIGINAL RAT~ PAYmeNT DATB ISSU~ DATE October 1, 1992 CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: THIS IS TO CERTIFY that the Registered Owner (specified above) of this Certificate of Participation (herein called the "Certificate") is the owner of an undivided interest in the right to receive certain Series 1992 Installment Payments (as that term is defined in the Trust Agreement hereinafter mentioned) under that certain Installment Purchase Agreement, dated as of October 1, 1992 (the "Installment Purchase Agreement"), by and between Temecula Public Facilities Financing Corporation (the "Corporation") and the Temecula CO~Lunity Services District (the "District"), the Series 1992 Installment Payments to be made thereunder having been assigned to , as trustee (the "Trustee"), having a principal corporate trust office in Los Angeles, California. The Trustee has executed and delivered $ aggregate principal amount of Certificates of Participation (Community Recreation Center Project) Series 1992 (the "Certificates"). The Registered Owner of this Certificate is entitled to receive, subject to the terms of the Installment Purchase Agreement and the Trust Agreement, on the Certificate Payment Date (specified above) the Principal Amount (specified above) representing a portion of the Series 1992 Installment Payments designated as principal coming due on the Certificate Payment Date, and to receive an interest component on such principal component at the interest rate per annum specified above, from the Interest Payment Date (as hereinafter defined) next preceding the date of execution hereof by the Trustee, unless such date of execution is after a Record Date (as hereinafter defined) and on 4185\6636000004\TRUST AGREEMENT A-1 or before the succeeding Interest Payment Date, in which case interest shall be payable from such Interest Payment Date or unless such date of execution is on or before the first Record Date, in which case interest shall be payable from October 1, 1992; provided, however, that if, as shown by the records of the Trustee, interest represented by this Certificate shall be in default, Certificates executed in exchange for this Certificate surrendered for transfer or exchange shall represent interest from the last date to which interest has been paid in full or duly provided for with respect to this Certificate, or, if no interest has been paid or duly provided for with respect to this Certificate, from October 1, 1992. Interest with respect to this Certificate shall be paid on April I and October I of each year, commencing April 1, 1993 (each, an "Interest Payment Date"), and continuing to and including the Certificate Payment Date or the date of prior prepayment hereof, whichever is earlier. The principal with respect hereto and prepayment premiums, if any, are payable in lawful money of the United States of America upon presentation and surrender at the principal corporate trust office of the Trustee in Los Angeles, California. Interest with respect hereto is payable by check or draft of the Trustee mailed by first class mail on each Interest Payment Date to the Registered Owner hereof as of the close of business on the fifteenth day of the month prior to such Interest Payment Date, whether or not said day is a business day (the "Record Date") at the address shown on the registration books maintained by the Trustee, except that such interest will be paid by wire upon the written request of an Owner of not less than $1,000,000 in aggregate principal amount of Certificates, which request must be filed by no later than the applicable Record Date, except, in each case that, if and to the extent that there shall be a default in the payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid to the owner in whose name this Certificate is registered at the close of business on a special record date as determined by the Trustee. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE SET FORTH ON THE REVERSE SIDE, W~ICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. The District has certified that all acts, conditions and things required by the Constitution and statutes of the State of California and the Trust Agreement to exist, to have happened and to have been performed precedent to and in the delivery of this Certificate, do exist, have happened and have been performed in due time, form and manner as required by law. 4185\6636000004\TRUST AGREEMENT A-2 IN WITNESS WHEREOF, this Certificate has been executed by the manual signature of an authorized signatory of the Trustee, all as of the date set forth below. Execution date: as Trustee By (Authorized Signatory) 4185\6636000004\TRUST AGREEMENT A-3 [FORM OF BACK OF CMRTIFICATE] This Certificate has been executed by the Trustee pursuant to the terms of a Trust Agreement, dated as of October 1, 1992, by and among the Trustee, the Corporation and the District (the "Trust Agreement"). Copies of the Trust Agreement and the Installment Purchase Agreement are on file at the corporate trust office of the Trustee in Los Angeles, California, and reference is made to the Trust Agreement and the Installment Purchase Agreement and any and all amendments thereto for a description of the pledges and covenants securing the Certificates, the nature, extent and manner of enforcement of such pledges, the rights and remedies of the registered owners of the Certificates with respect thereto and the other terms and conditions upon which the Certificates are delivered thereunder. The Certificates are payable from Series 1992 Installment Payments and other amounts on deposit in certain funds and accounts created under the Trust Agreement, including but not limited to the Reserve Fund, all in accordance therewith. All Revenues and all amounts on deposit in the Revenue Fund (as such terms are defined in the Installment Purchase Agreement) are irrevocably pledged to the payment of the Series 1992 Installment Payments and the Revenues shall not be used for any other purpose while any of the Series 1992 Installment Payments remain unpaid; provided that out of Revenues there may be apportioned such sums for such purposes as are expressly permitted in the Installment Purchase Agreement. Such pledge constitutes a first and exclusive lien on Revenues and, subject to application of amounts on deposit therein as permitted in the Installment Purchase Agreement, the Revenue Fund and the other funds and accounts created under the Installment Purchase Agreement for the payment of the Series 1992 Installment Payments and all other Contracts and Bonds (as such terms are defined in the Installment Purchase Agreement) in accordance with the terms of the Installment Purchase Agreement and of the Trust Agreement. The obligation of the District to make Series 1992 Installment Payments is a special obligation of the District payable solely from Revenues (as defined in the Installment Purchase Agreement), the Revenue Fund and other funds described in the Installment Purchase Agreement and does not constitute a debt of the District or the State of California or any political subdivision thereof within the meaning of any constitutional or statutory debt limitation or restriction. The District may at any time execute any Contract the installment payments under which, or issue any Bonds the payments of which, as the case may be, are on a parity with the Series 1992 Installment Payments and which are secured by a pledge of and lien on the Revenues in accordance with the Installment Purchase Agreement. 4185\6636000004\TRUST AGREEMENT A-4 The Certificates are authorized to be executed and delivered in the form of fully registered Certificates in the denomination of $5,000 each or any integral multiple thereof, so long as no Certificate shall represent principal becoming payable in more than one year. Subject to the limitations and conditions and upon payment of the taxes or charges, if any, as provided in the Trust Agreement, Certificates may be exchanged for a like aggregate principal amount of Certificates of the same Certificate Payment Date of other authorized denominations at the principal corporate trust office of the Trustee in Los Angeles, California. This Certificate is transferable by the Registered Owner hereof, in person or by such person's duly authorized attorney, at said office of the Trustee, but only in the manner, subject to the limitations and upon payment of the taxes and charges provided in the Trust Agreement, and upon surrender of this Certificate for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form approved bythe Trustee. Upon such transfer a new Certificate or Certificates, of the same Certificate Payment Date 'and of authorized denomination or denominations, for the same aggregate principal amount will be delivered to the transferee in exchange herefor. The Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Trustee shall not be affected by any notice to the contrary. The Trustee shall not be required to register the transfer or exchange of any Certificate (i) within 15 days preceding selection of Certificates for prepayment or (ii) selected for prepayment. The Certificates shall be subject to prepayment prior to their respective stated maturities, as a whole on any date or in part on any Interest Payment Date in the order of maturity as directed by the District in a written request to the Trustee and by lot within each maturity in integral multiples of $5,000, from prepaid Series 1992 Installment Payments made by the District from Net Proceeds (as defined in the Installment Purchase Agreement), under the circumstances and upon the terms prescribed in the Trust Agreement, at a prepayment price equal to the principal amount represented thereby and accrued interest represented thereby to the date fixed for prepayment, without premium. The Certificates with stated maturities on or after October 1, , shall further be subject to prepayment prior to their respective stated maturities, as a whole or in part on any Interest Payment Date in the order of maturity as directed by the District in a written request to the Trustee and by lot within each maturity in integral multiples of $5,000, on or after 4185\6636000004\TRUST AGREEMENT A-5 October 1, , from amounts prepaid by the District pursuant to the Installment Purchase Agreement, at a prepayment price (expressed as a percentage of the principal amount of such Certificates to be prepaid) plus interest represented thereby accrued to the date fixed for prepaymen=, as set forth below: PreDayment Period Prepayment Price The Certificates maturing October 1, __ are subject to mandatory prepayment, upon notice as hereinafter provided, in part (by lot) on any October I on or after October 1, , in integral multiples of $5,000 at a prepayment price of the principal amount thereof plus accrued interest evidenced and represented thereby to the date fixed for prepayment, without premium, in the amounts and upon the dates set forth in the Trust Agreement. As provided in the Trust Agreement, notice of prepayment hereof shall be mailed, first class postage prepaid, not less than 30 nor more than 60 days prior to the prepayment.'date, to the Registered Owner of this Certificate. If this Certificate is called for prepayment and payment is duly provided therefor as specified in the Trust Agreement, interest represented hereby shall cease to accrue from and after the date fixed for prepayment. Any defect in the notice or the mailing will not affect the validity of the prepayment of this Certificate. To the extent and in the manner permitted by the terms of the Trust Agreement and the Installment Purchase Agreement, as the case may be, the Trust Agreement and the rights and obligations of the District and of the registered owners of the Certificates and of the Trustee or the Installment Purchase Agreement and the rights and obligations of the Corporation and the District and the registered owners of the Certificates and the Trustee, respectively, may be modified or amended, in certain cases without the consent of any owners. Upon acceleration, the Certificates shall become due and payable immediately from the sources described in the Trust Agreement. The Trustee has no obligation or liability to the registered owners of the Certificates for the payment of interest, principal or prepayment premium, if any, with respect to the Certificates out of the Trustee's own funds; the Trustee's sole obligations are those described in the Trust Agreement. The recitals of 4185\6636000004 \TRUST AGPaEMENT A-6 facts herein shall be taken as statements of the District and the Corporation and the Trustee does not have any responsibility for the accuracy thereof. 4185\6636000004\TRUST AGREB~IENT A-7 [FORM OF ASSIGNMENT] ASSIGNMENT For value received the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned Certificate and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the Certificate register of the Trustee with full power of substitution in the premises. Dated: Signature Guaranteed: Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within Certificate in every particular, without alteration or enlargement or any change whatsoever. Note: Signature(s) must be guaranteed by a con~nercial bank or trust company or a member of the New York Stock Exchange. 4185\6636000004\TRUST AGREBMENT A-8 EXHIBIT B $ TEMECULA COMITY SERVICES DISTRICT CERTIFICATES OF PARTICIPATION (COMMUNITY RECREATION CENTER PROJECT) SERIES 1992 REQUISITION NO. FOR DISBURSm~ENT FROM CONSTRUCTTON FUND The undersigned hereby states and certifies: (i) that he is the duly appointed, qualified and acting of the Temecula Community Services District, a community services district organized and existing under the Constitution and laws of the State of California (the "District"), and as such, is familiar with the facts herein certified and is authorized to certify the same; (ii) that, pursuant to Section 3.03 of that certain Trust Agreement, dated as of October 1, 1992, by and among , as trustee (the "Trustee"), Temecula Public Facilities Financing Corporation and the District (the "Trust Agreement"), the undersigned hereby requests the Trustee to disburse this date the following amounts from the Construction Fund established under the Trust Agreement, to the payees designated on the attached Exhibit A; (iii) that each obligation mentioned herein has been incurred by the District and is a proper charge against the Construction Fund; and (iv) that there has not been filed with or served upon the District notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the payees named on the attached Exhibit A, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen's or mechanics' liens accruing by mere operation of law. Dated: TEMECULA COMMUNITY SERVICES DISTRICT By [Title] 4185\6636000004\TRUST AGREEMENT B-1 Item Number EXHIBIT A CONSTRUCTION FUND DISBURSEMENTS Payee Name an~ Adsress Purpose of Obligation $ Amount 4185\6636000004\TRUST AGREEMENT B-2 Draft of 9/22/92 INSTALLMENT PURCHASE AGREEMENT by and between TEMECULA COMMUNITY SERVICES DISTRICT and TEMECULA PUBLIC FACILITIES FINANCING CORPORATION Dated as of October 1, 1992 relating to CERTIFICATES OF PARTICIPATION (COMMUNITY RECREATION CENTER PROJECT) SERIES 1992 Section 1.01. Section 2.01. Section 2.02. Section 3.01. Section 3.02. Section 3.03. Section 4.01. Section 4.02. Section 5.01. Section 5.02. Section 5.03. Section 5.04. Section 5.05. TABLE OF CONTENTS Definitions ARTICLE I DEFINITIONS ARTICLE II REPRESENTATIONS AND WARRANTIES Representations by the District ....... Representations and Warranties by the Corporation ............. ARTICLE III CONSTRUCTION OF THE 1992 PROJECT Construction of the 1992 Project ....... Changes to the 1992 Project ......... Title .................... ARTICLE IV SERIES 1992 INSTALLMENT PAYMENTS Purchase Price ................ Series 1992 Installment Payments ....... Page 2 10 10 ARTICLE V SECURITY Pledge of Revenues .............. 11 Allocation of Revenues ............ 11 Additional Contracts and Bonds ........ 12 Revenue Levels ................ 13 Investments ................. 13 i 4177\6636000004\INSTALLMENT PURCHASE AGREEMENT Section 6.01. Section 6.02. Section 6.03. Section 6.04. Section 6.05. Section 6.06. Section 6.07. Section 6.08. Section 6.09. Section 6.10. Section 6.11. Section 6.12. Section 6.13. Section 7.01. Section 7.02. ARTICLE VI COVENANTS OF THE DISTRICT Compliance with Installment Purchase Agreement and Ancillary Agreements ..... Against Encumbrances ............ Against Sale or Other Disposition of ' 14 14 Property .................. 15 Tax Covenants ................ 15 Prompt Construction ............. 15 Maintenance and Operation of the 1992 Project ............... 15 Payment of Clai~ .............. 16 Insurance .................. 16 Accounting Records; Financial Statements and Other Reports . Protection of Security and Rights'o~ &h~ ' ' ' 17 Corporation ...... 17 Payment or Taxes 6o pii n e'witA Governmental Regulations .......... 17 Eminent Domain Proceeds ........... 18 Further Assurances .............. 18 ARTICLE VII PREPAYMENT OF SERIES 1992 INSTALLMENT PAYMENTS Prepayment .................. 19 Method of Prepayment ............. 19 Section 8.01. Section 8.02. Section 8.03. Section 8.04. Section 8.05. ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF THE CORPORATION Events of Default and Acceleration of Maturities ................. 20 Application of Funds Upon Acceleration .... 21 Other Remedies of the Corporation ...... 21 Non-Waiver .................. 22 Remedies Not Exclusive ............ 22 ii 4177\6636000004\INSTALLM~NT PURCliAS~ AG~BMENT Section 9.01. ARTICLE IX DISCHARGE OF OBLIGATIONS Discharge of 0bligations ........... 23 Section 10.01. Section 10.02. Section 10.03. Section 10.04. Section 10.05. Section 10.06. Section 10.07. Section 10.08. Section 10.09. Section 10.10. Section 10.11. Section 10.12. Section 10.13. Section 10.14. ARTICLE X MISCELLANEOUS Liability of District Limited to Revenues ............ Benefits of in;tallment ~rc~ase ' 25 Agreement Limited to Parties ..... 25 Successor Is Deemed Included in ili References to Predecessor ........ 25 Waiver of Personal Liability ........ 25 Article and Section Headings, Gender and References .............. 26 Partial Invalidity ............. 26 Assignment ................. 26 Net Contract ................ 26 California Law ............... 26 Notices ................... 26 Effective Date ............... 27 Execution in Counterparts .......... 27 Indemnification of Corporation ....... 27 Amendments Permitted ............ 27 Exhibit A -- The 1992 Project A-1 iii 4177\6636000004\INSTALI~MENT PUR(~M TNST~T,T,MENT PURCFa~R AGRERM~.NT This INSTALLMENT PURCHASE AGREEMENT, made and entered into as of October 1, 1992, by and between TEMECULA COMMUNITY SERVICES DISTRICT, a community services district duly organized and existing under and.by virtue of the laws of the State of California (the "District"), and TEMECULA PUBLIC FACILITIES FINANCING CORPORATION, a nonprofit public benefit corporation duly organized and existing under and by virtue of the laws of the State of California (the "Corporation"). W I TNE S S R TH: WHEREAS, the District has undertaken the construction of a community recreation center within the District, more particularly described in Exhibit A attached hereto (the "1992 Project"); WHEREAS, the Corporation has agreed to assist the District by financing the construction of the 1992 Project for the District; WHEREAS, the District is authorized by Division 3 of Title 6 of the Government Code of the State of California (the "Law"), including but not limited to Section 61623, to construct a community recreation center; WHEREAS, the District has determined that the purchase of the 1992 Project by the District is necessary and proper for District uses and purposes under the terms of the Law; WHEREAS, the Corporation proposes to sell the 1992 Project to the District and the District desires to purchase the 1992 Project from the.Corporation upon the terms and conditions set forth herein; WHEREAS, the District and the Corporation have duly authorized the execution of this Agreement; WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of this Installment Purchase Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Installment Purchase Agreement; NOW, THEREFORE, IN CONSIDERATION OF THESE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: ARTICLE I DEFINITIONS Section 1.01. Def~t~onA. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of any report Or other document mentioned herein or therein have the meanings defined herein# the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. All capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Trust Agreement. Accountant's Report The term 'Accountant's Report' means a report signed by an Independent Certified Public Accountant. Bonds The term "Bonds" means all revenue bonds or notes of the District authorized, executed, issued and delivered by the District, the payments of which are on a parity with the Series 1992 Installment Payments and which are secured by a pledge of and lien on the Revenues. Contracts The term "Contracts' means this Installment Purchase Agreement and any amendments and supplements hereto,.and all contracts of the District authorized and executed by the District, the Installment Payments under which are on a parity with the Series 1992 Installment Payments and which are secured by a pledge and lien on the Revenues. Corporation The term "Corporation" means Temecula Public Facilities Financing Corporation, a nonprofit public benefit corporation duly organized and existing under and by virtue of the laws of the State. Date of Operation The term "Date of Operation" means, with respect to any uncompleted Project, the estimated date by which such Project will have been completed and, in the opinion of an engineer, will be ready for use and occupancy by or on behalf of the District. 2 4177\6636000004\INSTALLMMNT PURC1{ASE AGReEMeNT Debt Service of: The term "Debt Service" means, for any Fiscal Year, the sum (1) the interest accruing during such Fiscal Year on all outstanding Bonds, assuming that all outstanding serial Bonds are retired as scheduled and that all outstanding term Bonds are prepaid or paid from sinking fund payments as scheduled (except to the extent that such interest is to be paid from the proceeds of sale of any Bonds); (2) that portion of the principal amount of all outstanding serial Bonds maturing in such Fiscal Year or maturing in the next succeeding Fiscal Year accruing during such Fiscal Year, in each case computed as if such principal amounts were deemed to accrue daily during such Fiscal Year in equal amounts; (3) that portion of the principal amount of all outstanding term Bonds required to be prepaid or paid in such Fiscal Year or during the next succeeding Fiscal Year, in each case computed as if such principal amounts were deemed to accrue daily during such Fiscal Year in equal amounts; and (4) that portion of the Installment Payments required to be made during such Fiscal Year or during the next succeeding Fiscal Year, in each case computed as if such Installment Payments were deemed to accrue daily during such Fiscal Year in equal amounts; provided that, as to any such Bonds or Installment Payments bearing or comprising interest at other than a fixed rate, the rate of interest used to calculate Debt Service shall be 110% of the greater of (a) the daily average interest rate on such Bonds or Installment Payments during the twelve calendar months preceding the date of calculation (or the portion of the then current Fiscal Year that such Bonds or the principal amount of such Installment Payments have borne interest) or (b) the most recent effective interest rate on such Bonds or Installment Payments prior to the date of calculation; and provided further that if any series or issue of such Bonds or Installment Payments have 25% or more of the aggregate principal amount of such series or issue due in any one year, Debt Service shall be determined for the Fiscal Year of determination as if the principal of and interest on such series or issue of such Bonds or Installment Payments were being paid from the date of incurrence thereof in 3 4177\6636000004\INSTALLMENT PURCI~ASB AGRMMMENT substantially equal annual amounts over a period of 25 years from the date of calculation; and prov~aed f,,rther that, as to any such Bonds or Installment Payments or portions thereof bearing no interest but which are sold at a discount and which discount accretes with respect to such Bonds or Installment Payments or portions thereof, such accreted discount shall be treated as interest in the calculation of Debt Service; and provided f-rther that the amount on deposit in a debt service reserve fund on any date of calculation of Debt Service shall be deducted from the amount of principal due at the final maturity of the Bonds and Contracts for which such debt service reserve fund was established and in each preceding year until such amount is exhausted. District The term "District" means Temecula Co~unity Services District, a con~nunity services district duly organized and existing under and byvirtue of the laws of the State. Event of Default The term "Event of Default" means an event described in Section 8.01. Fiscal Year The term "Fiscal Year" means the period beginning on July 1 of each year and ending on the last day of June of the next succeeding year, or any other twelve-month period selected and designated as the official Fiscal Year of the District. Independent Certified Public Accountant The term "Independent Certified Public Accountant" means any firm of certified public accountants appointed by the District, and each of whom is independent pursuant to the Statement on Auditing Standards No. 1 of the American Institute of Certified Public Accountants. Independent Financial Consultant The term "Independent Financial Consultant" means a financial consultant or firm of such consultants appointed by the District, and who, or each of whom: (1) is in fact independent and not under domination of the District; 4 4177\6636000004\INSTALIMENT PURCHASB AGRMMM~MT (2) does not have any substantial interest, direct or indirect, with the District; and (3) is not connected with the District as an officer or employee of the District, but who may be regularly retained to make reports to the District. Installment Payment hate: .~erles 1992 Instal.3ment Payment Date The term "Installment Payment Date' means any date on which Installment Payments are scheduled to be paid by the District under and pursuant to any Contract. The term 'Series 1992 Installment Payment Date" means March 26 and September 25 of each year commencing on March 26, 1993. Installment Payments: Series 1992 Installment Payments The term "Installment Payments" means the payments of interest and principal scheduled to be paid by the District pursuant to the Contracts, whether in the form of lease payments, purchase payments or similar payments. The term "Series 1992 Installment Payments' means the Installment Payments scheduled to be paid by the District pursuant hereto. Installment Purchase A~reement The term "Installment Purchase Agreement" means this Installment Purchase Agreement, by and between the District and the Corporation, dated as of October 1, 1992, as originally executed and as it may from time to time be amended or supplemented in accordance herewith. Law The term "Law" means the Community Services District Law (being Division 3 of Title 6 of the Government Code of the State of California) and all laws amendatory thereof or supplemental thereto. Manager The term "Manager" means the General Manager of the District, or any other person designated by the General Manager to act on behalf of the General Manager. Net Proceeds The term "Net Proceeds" means, when used with respect to any casualty insurance or condemnation award, the proceeds from such insurance or condemnation award remaining after payment of all 5 4177\6636000004\INST~T.T~NT PURCHASE AGREEMENT expenses (including attorneys' fees) incurred in =he collection of such proceeds. Project: !99.9. Project The term 'Project' means any additions, betterments, extensions or improvements to the District's facilities designatedby the Board of Directors of the District as a Project, the acquisition and construction of which is to be paid for by the proceeds of any Contracts or Bonds. The term '1992 Project' means the construction of the cohen, unity recreation center described in Exhibit A hereto and as modified in conformance with Section 3.02. Purchase Price The term "Purchase Price" means the principal amount plus interest thereon owed by the District to the Corporation under the terms hereof as provided in Section 4.01. Revenue Fund The term "Revenue Fund" means the fund by that name established pursuant to Section 5.02. Revenues The term "Revenues" means all assessments, income, rents, rates, fees, charges and other moneys derived by the District from its Citywide levy and collection. Series 1992 Reserve Fund Requirement The term "Series 1992 Reserve Fund Requirement" means an amount equal to the lesser of (i) 10% of the proceeds of the Certificates delivered under the Trust Agreement, or (ii) maximum Series 1992 Installment Payments due in the then current or any future Fiscal Years. Trust Agreement The term "Trust Agreement" means the Trust Agreement, dated as of October 1, 1992, by and among the District, the Corporation and the Trustee, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. Trustee The term "Trustee" means , Los Angeles, California, acting in its capacity as Trustee under and pursuant to the Trust Agreement, and its successors and assigns. 6 4177\6636000004\INSTALLMENT PURCMASI AGRMMMENT ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.01. Representation. by the D~str~c=. District makes the following representations: The (a) The District is a cc~aunity services district duly organized and existing under and pursuant to the laws of the State. (b) The District has full legal right, power and authority to enter into this Agreement and carry out its obligations hereunder, to carry out and consunnnate all other transactions contemplated by this Agreement, and the District has complied with the provisions of the Law in all matters relating to such transactions. (c) By proper action, the District has duly authorized the execution, delivery and due performance of this Agreement. (d) The District will not take or, to the extent within its power, permit any action to be taken which results in the interest paid for the installment purchase of the 1992 Project under the terms of the Installment Purchase Agreement being included in the gross income of the Corporation or its assigns for purposes of federal or State personal income taxation. (e) The District has determined that it is necessary and proper for District uses and purposes within the terms of the Law that the District acquire the 1992 Project in the manner provided for in this Agreement, in order to provide essential services and facilities to persons residing in the District. Section 2.02. Representations and Warranties by the CorDoration. The Corporation makes the following representations and warranties: (a) The Corporation is a nonprofit public benefit corporation duly organized and in good standing under the laws of the State of California, has full legal right, power and authority to enter into this Agreement and to carry out and consmYu:mte all transactions contemplated by this Agreement and by proper action has duly authorized the execution and delivery and due performance of this Agreement. 4177\6636000004\INSTALLMENT PURCHASE (b) The execution and delivery of this Agreement and the consun~nation of the transactions herein contemplated will not violate any provision of law, any order of any court or other agency of government, or any indenture, material agreement or other instrument to which the Corporation is now a party or by which it or any of its properties or assets is bound, or be in conflict with, result in a breach of or constitute a default (with due notice or the passage of time or both) under any such indenture, agreement or other instrument, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Corporation. (c) The Corporation will not take or permit any action to be taken which results in interest paid for the installment purchase of the 1992 Project under the terms of this Agreement being included in the gross income of the Corporation or its assigns for purposes of federal or State personal income taxation. 9 4177\6636000004\INSTALLMENT PURCHAS= AGR~MB~T ARTICLE III CONSTRUCTION OF THE 1992 PROJECT Section 3.01. Con. t~,ct.4on of the 199~ Project. The Corporation hereby agrees to cause the 1992 Project to be constructed by the District as its agent. The District shall enter into contracts and provide for, as agent for the Corporation, the complete construction of the 1992 Project. The District hereby agrees that it will cause the construction of the 1992 Project to be diligently performed after the deposit of funds with the Trustee pursuant to Section 3.03 of the Trust Agreement, and that it will use its best efforts to cause the construction of the 1992 Project to be completed by October 1, 1995, unforeseeable delays beyond the reasonable control of the District only excepted. It is hereby expressly understood and agreed that the Corporation shall be under no liability of any kind or character whatsoever for the payment of any cost of the 1992 Project and that all such costs and expenses shall be paid by the District, regardless of whether the funds deposited in the Construction Fund are sufficient to cover all such costs and expenses. Section 3.02. Changes to the 7992 Project. The District may substitute other improvements for those listed as. components of the 1992 Project in Exhibit A hereto, but only if the District first files with the Corporation and the Trustee a statement of the District: (a) identifying the improvements to be substituted and the improvements to District facilities they replace in the 1992 Project; and (b) stating that the estimated costs of construction, acquisition and installation of the substituted improvements are-not less than such costs for the improvements previously planned. Section 3.03. Title. All right, title and interest in each component of the 1992 Project shall vest in the District in~.ediately upon construction thereof. Such vesting shall occur without further action by the Corporation or the District and the Corporation shall, if requested by the District or if necessary to assure such automatic vesting, deliver any and all documents required to assure such vesting. The District grants to the Corporation, to the extent necessary, easements and rights of ingress and egress to and from the 1992 Project on the land upon which the 1992 Project is being constructed, and the District will delivery any and all documents in recordable form to effectuate the same when requested by the Corporation to do so. 10 4177\6636000004\INSTALLMENT PURCMASI A~R~EMENT ARTICLE IV SERIES 1992 INSTALLMENT PAYMENTS Section 4.01. Purcha-e Price. (a) The Purchase Price to be paid by the District hereunder to the Corporation is the sum of the principal amount of the District's obligations hereunder plus the interest to accrue on the unpaid balance of such principal amount from the effective date hereof over the term hereof, subject to prepayment as provided in Article VII. (b) The principal amount of the payments to be made by the District hereunder is set forth in Exhibit B hereto. (c) The interest to accrue on the unpaid balance of such principal amount is as specified in Section 4.02 and Exhibit B hereto, and shall be paid by the District as and constitute interest paid on the principal amount of the District's obligations hereunder. Section 4.02. Series 1992 Tn. ta3]ment Payments. The District shall, subject to its rights of prepayment provided in Article VII, pay the Corporation the Purchase Price in installment payments of interest and principal in the amounts and on the Series 1992 Installment Payment Dates as set forth in Exhibit B hereto. Each Series 1992 Installment Payment shall be paid to the Corporation in lawful money of the United States of America. In the event the District fails to make any of the payments required to be made by it under this Section, such payment shall continue as an obligation of the District until such amount shall have been fully paid and the District agrees to pay the same with interest accruing thereon at the rate or rates of interest then applicable to the remaining unpaid principal balance of the Series 1992 Installment Payments if paid in accordance with their terms. The obligation of the District to make the Series 1992 Installment Payments is absolute and unconditional, and until such time as the Purchase Price shall have been paid in full (or provision for the payment thereof shall have been made pursuant to Article IX), the District will not discontinue or suspend any Series 1992 Installment Payments required to be made by it under this Section when due, whether or not the 1992 Project or any part thereof is operating or operable or has been completed, or its use is suspended, interfered with, reduced or curtailed or terminated in whole or in part, and such payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party of any agreement for any cause whatsoever. 11 4177\6636000004\INSTALLMENT PURCHASZ ARTICLE V SECURITY Section 5.01. Pledue of Rev~,~-. All Revenues and all amounts on deposit in the Revenue Fund are hereby irrevocably pledged to the payment of the Series 1992 Installment Payments as provided herein and the Revenues shall not be used for any other purpose while any of the Series 1992 Installment Payments remain unpaid; provided that out of the Revenues there my be apportioned such sums for such purposes as are expressly permitted herein. This pledge shall constitute a first and exclusive lien on Revenues and, subject to application of amounts on deposit therein as permitted herein, the Revenue Fund and the other funds and accounts created hereunder for the payment of the Series 1992 Installment Payments and all other Contracts and Bonds in accordance with the terms hereof and of the Trust Agreement. Section 5.02. JlloC~t~on of Revem,es. In order to carry out and effectuate the pledge and lien contained herein, the District agrees and covenants that all Revenues shall be received by the District in trust hereunder and shall be deposited when and as received in a special fund designated as the 'Revenue Fund", which fund is hereby established and which fund the District agrees and covenants to maintain and to hold separate and apart from other funds so long as any Installment Payments or Bonds remain unpaid. Moneys in the Revenue Fund shall be used and applied by the District as provided in this Installment Purchase Agreement. All moneys in the Revenue Fund shall be set aside by the District at the following times in the following respective special funds in the following order of priority and all moneys in each of such funds shall be held in trust and shall be applied, used and withdrawn only for the purposes hereinafter authorized in this Section: (a) Certificate Payment Fund. On or before each Series 1992 Installment Payment Date, the District shall, from the moneys in the Revenue Fund, transfer to the Trustee for deposit in the Certificate Payment Fund a sum equal to the portion of the next succeeding Series 1992 Installment Payment designated as interest and coming due on the next succeeding Series 1992 Installment Payment Date and the portion of the next succeeding Series 1992 Installment Payment designated as principal and coming due on the next applicable Series 1992 Installment Payment Date. The District shall also, from the moneys in the Revenue Fund, transfer to the Trustee or other fiduciary for deposit in the applicable payment fund, without preference or priority, 12 4177\6636000004\INSTALLMENT PURCHASE AGREEMENT and in the event of any insufficiency of such moneys ratably without any discrimination or preference, any other Debt Service in accordance with the provisions of the Contract, resolution or indenture relating thereto. No deposit need be made in the Certificate Payment Fund as Series 1992 Installment Payments if the amount in the Certificate Payment Fund is at least equal to the amount of the Series 1992 Installment Payment due and payable on the next succeeding Series 1992 Installment Payment Date. All money in the Certificate Payment Fund shall be used and withdrawn by the Trustee in accordance with the Trust Agreement. (b) Reserve Fund. On or before each Series 1992 Installment Payment Date, the District shall, from the remaining moneys in the Revenue Fund, thereafter, without preference or priority, and in the event of any insufficiency of such moneys ratably without any discrimination or preference, transfer to the Trustee for deposit in the Reserve Fund, that sum, if any, equal to one-twelfth (1/12) of the amount, calculated on the date of any transfer described above, necessary to restore the Reserve Fund to an amount equal to the Series 1992 Reserve Fund Requirement or such other reserve fund or account for Bonds or Contracts to an amount equal to the amount required to be maintained therein; provided however, that the District may provide for the Reserve Fund by (i) a policy of insurance issued by a municipal bond insurance company, (ii) a letter of credit, (iii) a surety bond, or (iv) any other security device, in each case with ratings approved by Moody's Investors Service and Standard & Poor's Corporation. No transfer of moneys for deposit to the Reserve Fund in connection with the Series 1992 Installment Payments need be made if the amount contained therein is at least equal to the Series 1992 Reserve Fund Requirement. (c) surplua. on each Series 1992 Installment Payment Date, moneys on deposit in the Revenue Fund not necessary to make any of the payments required above may be expended by the District at any time for any purpose permitted by law. Section 5.03. Additional Contracts and Bonds. The District may at any time execute any Contract or issue any Bonds, as the case may be, in accordance herewith; provided: (1) The Revenues for the most recent audited Fiscal Year preceding the date of adoption by the Board of Directors of the District of the resolution authorizing the 13 4177\6636000004\INSTALLMENT PURC}~ASR issuance of such Bonds or the date of the execution of such Contract, as the case my be, as evidencedby both a calculation prepared by the District and a special report prepared by an Independent Certified Public Accountant or Independent Financial Consultant on such calculation on file with the District, shall have produced a sum equal to at least 125% of the Debt Service for such Fiscal Year; and (2) The Revenues for the most recent audited Fiscal Year preceding the date of the execution of such Contract or the date of adoption by the Board of Directors of the District of the resolution authorizing the issuance of such Bonds, as the case may be, including adjustments to give effect as of the first day of such Fiscal Year to increases or decreases in fees, rates and charges of the District approved and in effect as of the date of calculation, as evidenced by both a calculation prepared by the District and a special report prepared byan Independent Certified Public Accountant or Independent Financial Consultant on such calculation on file with the District, shall have produced a sum equal to at least 125% of the Debt Service for such Fiscal Year plus the Debt Service which would have accrued had such Contract been executed or Bonds been issued at the beginning of such Fiscal Year. Section 5.04. Revenue Levels. The District covenants and agrees to adopt all ordinances and resolutions necessary in each year in order to ensure, to the extent possible, that Revenues to be collected in the ensuing Fiscal Year will be equal to no less than 125% of the Debt Service for such Fiscal Year. Section 5.05. Investments. All moneys held by the District in the Revenue Fund shall be invested in Permitted Investments and the investment earnings thereon shall remain on deposit in such fund, except as otherwise provided herein. 14 4177\6636000004\INST~T.T~4~NT PURCHASB AGR~Eld~NT ARTICLE VI COVENANTS OF THE DISTRICT Section 6.01. Compliance with Tnstallment Purchase A~reement ana ~nc~l~ary AgreementA. The District will punctually pay the Series 1992 Installment Payments in strict conformity with the terms hereof, and will faithfully observe and perform all the agreements, conditions, covenants and terms contained herein required to be observed and performed by it, and will not terminate the Installment Purchase Agreement for any cause including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the 1992 Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either or any failure of the Corporation to observe or perform any agreement, condition, covenant or term contained herein required to be observed and performed by it, whether express or implied, or any duty, liability or obligation arising out of or connected herewith or the insolvency, or deemed insolvency, or bankruptcy or liquidation of the Corporation or any force majeure, including acts of God, tempest, storm, earthquake, war, rebellion, riot, civil disorder, acts of public enemies, blockade or embargo, strikes, industrial disputes, lock outs, lack of transportation facilities, fire, explosion, or acts or regulations of governmental authorities. The District will faithfully observe and perform all the agreements, conditions, covenants and terms contained in the Trust Agreement required to be observed and performed by it, and it is expressly understood and agreed by and among the parties to the Installment Purchase Agreement and the Trust Agreement that, subject to Section 10.06 hereunder, each of the agreements, conditions, covenants and terms contained in each such agreement is an essential and material term of the purchase of and payment for the 1992 Project by the District pursuant to, and in accordance with, and as authorized under the Law. The District will faithfully observe and perform all the agreements, conditions, covenants and terms required to be observed and performed by it pursuant to all outstanding Contracts and Bonds as such may from time to time be executed or issued, as the case may be. Section 6.02. A~ainst Encumbrances. The District will not make any pledge of or place any lien on Revenues or the moneys in the Revenue Fund except as provided herein. The District may at any time, or from time to time, issue evidences of indebtedness or incur other obligations for any lawful purpose which are payable from and secured by a pledge of and lien on Revenues or 15 4177\6636000004\INSTALLMENT PURCwaASE AGREemeNT any moneys in the Revenue Fund as may from time to time be deposited therein (as provided in Section 5.02), provided that such pledge and lien shall be subordinate in all respects to the pledge of and lien thereon provided herein. Section 6.03. Again. t ~ale or Other 9~sRos~t~on of Property. The District will not enter into any agreement or lease which impairs the receipt of adequate Revenues for the payment of the Series 1992 Installment Payments, or which would otherwise impair the rights of the Corporation hereunder. Section 6.04. Tax Covenants. The District hereby covenants that, notwithstanding any other provision of this Installment Purchase Agreement, it will make no use of the proceeds of the Certificates or of any other amounts, regardless of the source, or of any property or take any action, or refrain from taking any action, that would cause the Certificates to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the The District will not use or permit the use of the 1992 Project or any portion thereof by any person other than a governmental unit as such term is used in Section 141 of the Code, in such manner or to such extent as would result in the loss of exclusion from gross income for federal income tax purposes of the portion. of the Series 1992 Installment Payments constituting interest under Section 103 of the Code. The District will not make any use of the proceeds of the Certificates or any other funds of the District, or take or omit to take any other action, that would cause the obligation provided herein to be "federally guaranteed" within the meaning of Section 149(b) of the Code or "private activity bonds" within the meaning of Section 141 of the Code. To that end, so long as any Series 1992 Installment Payments are unpaid, the District, with respect to such proceeds and such other funds, will comply with all requirements of such Sections and all regulations of the United States Department of the Treasury issued thereunder and under Section 103 of The Internal Revenue Code of 1954, as amended, to the extent such requirements are, at the time, applicable and in effect. Section 6.05. Prompt Construction. The District will take all necessary and appropriate steps to construct the 1992 Project, as agent of the Corporation, with all practicable dispatch and in an expeditious manner and in conformity with law so as to complete the same as soon as possible. Section 6.06. Maintenance ana Operation of the 1992 Project. The District will maintain and preserve the 1992 Project in good repair and working order at all times. 16 4177\6636000004\INSTJ~T.T.MENT PURCHASE AGREEMENT Section 6.07. Payment of ClatmR. The District will pay and discharge any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien on the Revenues or the funds or accounts created hereunder or under the Trust Agreement or on any funds in the hands of the District pledged to pay the Series 1992 Installment Payments or to the Owners prior or superior to the lien of the Series 1992 Installment Payments or which might impair the security of the Series 1992 Installment Payments. Section 6.08. Tneurance. (a) The District will procure and maintain or cause to be procured and maintained insurance on the 1992 Project with responsible insurers in such amounts and against such risks (including accident to or destruction of the 1992 Project) as are usually covered in connection with facilities similar to the 1992 Project so long as such insurance is available from reputable insurance companies. In the event of any damage to or destruction of the 1992 Project caused by the perils coveredby such insurance, the Net Proceeds thereof shall be applied to the reconstruction, repair or replacement of the damaged or destroyed portion of the 1992 Project. The District shall begin such reconstruction, repair or replacement promptly after such damage or destruction shall occur, and shall continue and properly complete such reconstruction, repair or replacement as expeditiously as possible, and shall pay out of such Net Proceeds all costs and expenses in connection with such reconstruction, repair or replacement so that the same shall be completed and the 1992 Project shall be free and clear of all claims and liens. If such Net Proceeds exceed the costs of such reconstruction, repair or replacement, then the excess Net Proceeds shall be applied to the prepayment of Series 1992 Installment Payments as provided in Article VII. If such Net Proceeds are sufficient to enable the District to retire the entire obligation evidenced hereby prior to the final due date of the Series 1992 Installment Payments, the District may elect not to reconstruct, repair or replace the damaged or destroyed portion of the 1992 Project, and thereupon such Net Proceeds shall be applied to the prepayment of Series 1992 Installment Payments as provided in Article VII. (b) The District will procure and maintain such other insurance which it shall deem advisable or necessary to protect its interests and the interests of the Corporation, which insurance shall afford protection in such amounts and against such risks as are usually covered in connection with facilities similar to the 1992 Project. 17 4177\6636000004\INST~TJa~ENT PURCHASB AGReEMeNT (c) Any insurance required to be maintained by paragraph (a) above and, if the District determines to procure and maintain insurance pursuant to paragraph (b) above, such insurance, may be maintained under a self-insurance program so long as such self-insurance is maintained in the amounts and manner usually maintained in connection with facilities similar to the 1992 Project and is, in the opinion of an accredited actuary, actuarially sound. All policies of insurance required to be maintained herein shall provide that the District shall be given 30 days' written notice to the Trustee of any intended cancellation thereof or reduction of coverage provided thereby. Section 6.09. Acc~,nt~ng Recora-: F~nanc~a.1 Statements ana Other Reports. (a) The District will keep appropriate accounting records in which complete and correct entries shall be made of all transactions relating to the 1992 Project, which records shall be available for inspection by the Corporation and the Trustee at reasonable hours and under reasonable conditions. (b) The District will prepare and file with the Corporation annually within 120 days after the close of each Fiscal Year (commencing with the Fiscal Year ending June 30, 1993) -- (1) financial statements of the District for the preceding Fiscal Year prepared in accordance with generally accepted accounting principles, together with an Accountant's Report thereon; and (2) a report as to all insurance policies maintained and self-insurance programs maintained by the District with respect to the 1992 Project, as of the close of such Fiscal Year, including the names of the insurers which have issued the policies and the amounts thereof and the property or risks covered thereby. Section 6.10. Protection of Security and Rights of the Corporation. The District will preserve and protect the security hereof and the rights of the Corporation to the Series 1992 Installment Payments hereunder and will warrant and defend such rights against all claims and demands of all persons. Section 6.11. Payment of Taxes and Compliance with Governmental Regulations. The District will pay and discharge all taxes, assessments and other governmental charges which may hereafter be lawfully imposed upon the 1992 Project, or any part thereof or upon the Revenues when the same shall become due. The District will duly observe and conform with all valid regulations 18 4177\6636000004\INST;T.T~4~NT FURCHASM AG~EM~NT and requirements of any governmental authority relative to the operation of the 1992 Project, or any part thereof, but the District shall not be required to comply with any regulations or requirements so long as the validity or application thereof shall be contested in good faith. Section 6.12. ~n~nent ~om~n Proceea.. If all or any part of the 1992 Project shall be taken by eminent domain proceedings, the Net Proceeds thereof shall be applied as follows: (a) To the repair, reconstruction or replacement of the 1992 Project in whole or in part at the discretion of the District, or (b) To the prepayment of Series 1992 Installment Payments as provided in Article VII. Section 6.13. Further Assurances. The District will adopt, deliver, execute and make any and all further assurances, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the performance hereof and for the better assuring and confirming unto the Corporation of the rights and benefits provided to it herein. 19 4177\6636000004\INSTALLMENT PURCHASE ASRBBM~NT ARTICLE VII PREPAYMENT OF SERIES 1992 INSTALLMENT PAYMENTS Section 7.01. Prepayment. (a) The District may or shall, as the case may be, prepay from the Net Proceeds as provided herein the Series 1992 Installment Payments in whole or in part in the order of payment date as directed by the District at a prepayment price equal to the sum of the principal amount prepaid plus accrued interest thereon to the date of prepayment. (b) The District may prepay the Series 1992 Installment Payments as a whole or in part in the order of payment date as directed by the District on and after October 1, __, at a prepayment price (expressed as a percentage of the principal amount of the Certificates to be prepaid) plus accrued interest thereon to the date of prepayment, as set forth below: Prepa3Fment Period Prepa3vment Pr~ ce Notwithstanding any such prepayment, the District shall not be relieved of its obligations hereunder, including its obligations under Article IV, until the Purchase Price shall have been fully paid (or provision for payment thereof shall have been provided to the written satisfaction of the Corporation). Section 7.02. Method of Prepayment. Before making any prepayment pursuant to Section 7.01, the District shall, within 30 days following the event permitting the exercise of such right to prepay or creating such obligation to prepay, give written notice to the Corporation and the Trustee describing such event and specifying the date on which the prepayment will be paid, which date shall be not less than 75 days from the date such notice is given. 20 4177\6636000004\INSTALLMENT PURCMASZ AGR~MMMNT ARTICLE VIII EVENTS OF DEFAULT AND EEMEDIES OF THE CORPORATION Section 8.01. ~vent. of Defa,,]t ~n8 Acceleration of Maturetie-. If one or more of the following Events of Default shall happen, that is to say -- (1) if default shall be made by the District in the due and punctual payment of any Series 1992 Installment Payment or any Contract or Bond when and as the same shall become due and payable; (2) if default shall be made by the District in the performance of any of the agreements or covenants required herein to be performed by it, and such default shall have continued for a period of 60 days after the District shall have been given notice in writing of such default by the Corporation; or (3) if the District shall file a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if a court of competent jurisdiction shall approve a petition filed with or without the consent of the District seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if under the provisions of any other law for the relief or aid of debtors any court of competent jurisdiction shall assume custody or control of the District or of the whole or any substantial part of its property; or (4) if payment of the principal of any Contract or Bond is accelerated in accordance with its terms; then and in each and every such case during the continuance of such Event of Default specified in clauses (3) and (4) above, the Corporation shall, and for any other such Event of Default the Corporation may, by notice in writing to the District, declare the entire principal amount of the unpaid Series 1992 Installment Payments and the accrued interest thereon to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything contained herein to the contrary notwithstanding. This Section, however, is subject to the condition that if at any time after the entire principal amount of the unpaid Series 1992 Installment Payments and the accrued interest thereon shall have been so declared due and payable and before any judgment or decree for the payment of the moneys due shall have been obtained or entered the District shall deposit with the Corporation a sum sufficient to pay the unpaid 21 4177\6636000004\INSTALLMENT PURCHASE AGREEMENT principal amount of the Series 1992 Installment Payments or the unpaid payment of any other Contract or Bond referred to in clause (1) above due prior to such declaration and the accrued interest thereon, with interest on such overdue installments, at the rate or rates applicable to the remaining unpaid principal balance of the Series 1992 Installment Payments or such Contract or Bond if paid in accordance with their terms, and the reasonable expenses of the Corporation, and any and all other defaults known to the Corporation (other than in the payment of the entire principal amount of the unpaid Series 1992 Installment Payments and the accrued interest thereon due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Corporation or provision deemed by the Corporation to be adequate shall have been made therefor, then and in every such case the Corporation, by written notice to the District, may rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon. Section 8.02. Application of ~,nas Upon Acceleration. Upon the date of the declaration of acceleration as provided in Section 8.01, all Revenues thereafter received by the District shall be applied in the following order -- First, to the payment, without preference or priority, and in the event of any insufficiency of such Revenues ratably without any discrimination or preference, of the fees, costs and expenses of the Corporation and Trustee if any, in carrying out the provisions of this Article, including reasonable compensation to their respective accountants and counsel; and Second, to the payment of the entire principal amount of the unpaid Series 1992 Installment Payments and the unpaid principal amount of all Bonds and Contracts and the accrued interest thereon,.with interest on the overdue installments at the rate or rates of interest applicable to the Series 1992 Installment Payments and such Bonds and Contracts if paid in accordance with their respective terms.. Section 8.03. Other Remedies of the Corporation. Corporation shall have the right -- The (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the District or any director, officer or employee thereof, and to compel the District or any such director, officer or employee to perform and carry out 'its or his duties under the Law and the agreements and covenants required to be performed by it or him contained herein; 22 4177\6636000004\INSTALLMENT PURCHASZ A~EM~NT (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Corporation; or (c) by suit in equity upon =he happening of an ~vent of Default to require the District and its directors, officers and employees to account as the trustee of an express trust. Notwithstanding anything contained herein, the Corporation shall have no security interest in or mortgage on the 1992 Project or the 1992 Project and no default hereunder shall result in the loss of the 1992 Project or the 1992 Project. Section 8.04. Non-Waiver. Nothing in this Article or in any other provision hereof shall affect or in~3air the obligation of the District, which is absolute and unconditional, to pay the Series 1992 Installment Payments to the Corporation at the respective due dates or upon prepayment from the Revenues, the Revenue Fund and the other funds herein pledged for such payment, or shall affect or impair the right of the Corporation, which is also absolute and unconditional, to institute suit to enforce such payment by virtue of the contract embodied herein. A waiver of any default or breach of duty or contract by the Corporation shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Corporation to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Corporation by the Law or by this Article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Corporation. If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned or determined adversely to the Corporation, the District and the Corporation shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken. Section 8.05. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Corporation is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by the Law or any other law. 23 4177\6636000004\INST~T.TA~ENT P~IRCHASE~3R~M~NT ARTICLE IX DISCHARGE OF OBLIGATIONS Section 9.01. m4 Acharge of Oh~ 4 gat4 ons. When (a) all or any portion of the Series 1992 Installment Payments shall have become due and payable in accordance herewith or a written notice of the District to prepay all or any portion of the Series 1992 Installment Payments shall have been filed with the Trustee; and (b) there shall have been deposited with the Trustee at or prior to the Series 1992 Installment Payment Dates or date (or dates) specified for prepayment, in trust for the benefit of the Corporation or its assigns and irrevocably appropriated and set aside to the payment of all or any portion of the Series 1992 Installment Payments, sufficient moneys and non-callable Federal Securities the principal of and interest on which when due will provide money sufficient to pay all principal, prepayment premium, if any, and interest of such Series 1992 Installment Payments to their respective Series 1992 Installment Payment Dates or prepayment date or dates as the case my be; and (c) provision shall have been made for paying all fees and expenses of the Trustee, then and in that event, if an opinion of bond counsel acceptable to the Trustee is filed with the Trustee to the effect that the actions authorized by and taken pursuant to this Article IX shall not adversely affect the tax exempt status of the interest portion of the Series 1992 Installment Payments, the right, title and interest of the Corporation herein and the obligations of the District hereunder shall, with respect to all or such portion of the Series 1992 Installment Payments as have been so provided for, thereupon cease, terminate, become void and be completely discharged and satisfied (except for the right of the Trustee and the obligation of the District to have such moneys and such Federal Securities applied to the payment of such Series 1992 Installment Payments). In such event, upon request of the District the Trustee shall cause an accounting for such period or periods as may be requested by the District to be prepared and filed with the District and shall execute and deliver to the District all such instraments as may be necessary or desirable to evidence such total or partial discharge and satisfaction, as the case may be, and, in the event of a total discharge and satisfaction, the Trustee shall pay over to the District, after payment of all amounts due the Trustee pursuant to the Trust Agreement, as an overpayment of Series 1992 Installment Payments, all such moneys or such Permitted Investments held by it pursuant hereto other than such moneys and such Federal Securities, as are required for the payment or prepayment of the Series 1992 Installment Payments, which moneys 24 4177\6636000004\INSTALLMENT PURC}{ASZ AG~MM~NT and Federal Securities shall continue to be held by the Trustee in trust for the payment of the Series 1992 Installment Payments and shall be applied by the Trustee to the payment of the Series 1992 Installment Payments of the District. 25 4177\6636000004\INSTALLMENT PURCHA~K AGPa~EMENT ARTICLE X MISCELLANEOUS Section 10.01. T.~ah~l~ty of D~-tr~ct T.~m~tea to Revenue.. Notwithstanding anything contained herein, the District shall not be required to advance any moneys derived from any source of income other than'the Revenues, the Revenue Fund and the other funds provided herein and in the Trust Agreement for the payment of the Series 1992 Installment Payments or for the performance of any agreements or covenants required to be performed by it contained herein. The District may, however, advance moneys for any such purpose so long as such moneys are derived from a source legally available for such purpose and may be legally used by the District for such purpose. The obligation of the District to make the Series 1992 Installment Payments is a special obligation of the District payable solely from such Revenues, Revenue Fund and other funds described herein, and does not constitute a debt of the District or of the State of California or of any political subdivision thereof within the meaning of any constitutional or statutory debt limitation or restriction. Section 10.02. Benefits of Tnsta~]ment Purchase Agreement Limited to Parties. Nothing contained herein, expressed or implied, is intended to give to any person other than the District or the Corporation any right, remedy or claim under or pursuant hereto, and any agreement or covenant required herein to be performed by or on behalf of the District or the Corporation shall be for the sole and exclusive benefit of the other party. Section 10.03. Successor Is Deemed Included in all References to Predecessor. Whenever either the District or the Corporation is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the District or the Corporation, and all agreements and covenants required hereby to be performed by or on behalf of the District or the Corporation shall bind and inure to the benefit of the respective successors thereof whether so expressed or not. Section 10.04. Waiver of Personal Liability. No director, officer or employee of the District shall be individually or personally liable for the payment of the Series 1992 Installment Payments, but nothing contained herein shall relieve any director, officer or employee of the District from the performance of any official duty provided by any applicable provisions of law or hereby. 26 4177\6636000004\INSTAZJ~M~NT PURCI~E A~R~EM~NT Section 10.05. Article and Section Head~nas. Gender and References. The headings or titles of the several Articles and Sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof, and words of any gender shall be deemed and construed to include all genders. All references herein to "Articles," "Sections" and other subdivisions or clauses are to the corresponding Articles, Sections, subdivisions or clauses hereof~ and the words "hereby," "herein," "hereof," "hereto," "herewith" and other words of similar import refer to the Installment Purchase Agreement as a whole and not to any particular Article, Section, subdivision or clause hereof. Section 10.06. Partial Tnval~dity. If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the District or the Corporation shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof. The District and the Corporation hereby declare that they would have executed the Installment Purchase Agreement, and each and every other Article, Section, paragraph, subdivision, sentence, clause and. phrase hereof irrespective of the fact that any one or more Articles, Sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. Section 10.07. Assignment. The Installment Purchase Agreement and any rights hereunder may be assigned by the Corporation, as a whole or in part, without the necessity of obtaining the prior consent of the District. Section 10.08. Net Contract. The Installment Purchase Agreement shall be deemed and construed to be a net contract, and the District shall pay absolutely net during the term hereof the Installment Payments and all other payments required hereunder, free of any deductions and without abatement, diminution or set-off whatsoever. Section 10.09. California Law. THE INSTALLMENT PURCHASE AGREEMENT SHALL BE CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. Section 10.10. Notices. All written notices to be given hereunder shall be given by mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely: 27 4177\6636000004\INST~T.x~NT PIIRCMASK ]~3REEM~I~T If to the District: If to the Corporation: Section 10.11. Rffect~ve Date. The Installment Purchase Agreement shall become effective upon its execution and delivery, and shall terminate when the Purchase Price shall have been fully paid (or provision for the payment thereof shall have been made to the written satisfaction of the Corporation). Section 10.12. ~xecut4on ~n Counterparts. The Installment Purchase Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. Section 10.13. Indean~f~cat.~on of Corporation. The District hereby agrees to indemnify and hold harmless the Corporation-if and to the extent permitted by law, from and against all claims, advances, damages and losses, including legal fees and expenses, arising out of or in connection with the acceptance or the performance of its duties hereunder, and under the Trust Agreement and the Assignment Agreement; provided that no indemnification will be made for willful misconduct, negligence or breach of an obligation hereunder, or under the Trust Agreement or the Assignment Agreement by the Corporation. Section 10.14. Amendments Permitted. (a) This Agreement and the rights and obligations of the Corporation and the District and of the Owners and of the Trustee may be modified or amended at any time by an amendment hereto which shall become binding when the written consents of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, exclusive of Certificates disqualified as provided in Section 11.04 of the Trust Agreement, shall have been filed with the Trustee. No such modification or amendment shall (1) extend the stated maturities of the Certificates, or reduce the rate of interest represented thereby, or extend the time of payment of interest, or reduce the amount of principal represented thereby, or reduce any premium payable on the prepayment thereof, without the consent of the Owner of each Certificate so affected, or (2) reduce the aforesaid percentage of Owners whose consent is required for the execution of any amendment or modification of this Agreement, or (3) modify any of the rights or obligations of 28 4177\6636000004\INSTALLMENT PURC}{AS[ A~3REEM~NT the Trustee or the Corporation without its written consent thereto. (b) This Agreement and the rights and obligations of the Corporation and the District and of the Owners may also be modified or amended at any time by an amendment hereto which shall become binding upon adoption, without the consent of the Owners, but only to the extent permitted by law and only for any one or more of the following purposes-- (1) to add to the covenants and agreements of the Corporation or the District contained in this Agreement other covenants and agreements thereafter to be observed or to surrender any right or power herein reserved to or conferred upon the Corporation or the District, and which shall not materially adversely affect the interests of the Owners; (2) to cure, correct or supplement any ambiguous or defective provision contained in this Agreement or in regard to questions arising under this Agreement, as the Corporation or the District may deem necessary or desirable and which shall not materially adversely affect the interests of the Owners; and (3) to make such other amendments or modifications as shall not materially adversely affect the interests of the Owners. 29 4177\6636000004\INSTALLMENT PURCHASE AGR]~EMENT IN WITNESS WHEREOF, the parties hereto have executed and attested this Installment Purchase Agreement by their officers thereunto duly authorized as of the day and year first written above. TEMECULA CON~UNITY SERVICES DISTRICT (SEAL) Attest: President of the Board of Directors Secretary of the Board of Directors TEMECULA PUBLIC FACILITIES FINANCING CORPORATION By President 30 4177\6636000004\INSTALLMENT PURCHA~[ J~R~F}FT EXHIBIT A DRSCRIPTION OF 1992 PROJRCT A-1 4177\6636000004\INSTALLMENT PURCHASE A~R~EM~NT EXHIBIT B PURCFa~ PRIC~ 1. The principal amount of payments to be made by the District hereunder is $ . 2. The installment payments of principal and interest are payable in the amounts and on the Installment Payment Dates as follows: Payment Date Amount Attributable to Principal Amount Attributable to Interest B-1 4177\6636000004\INSTALLMENT PURCMASB AGReeMeNT DRAft DATED ,9'//2 ~',~:~ DRAFT DATiD, CERTIFICATE PUR~E COIITItACT REX~TING TO CERTIFICATES OF PI~IITICIPATION (Comeunity Recreation Center Project) Series 1992 Evidencin9 Proportionate Interests of the Owners Thereof in Installment .Payments made by the TENECUI~ CONNUNITY SERVICES DISTRICT ~s the Purchase Price for a Community Recreation Center Pursuant to an Installment Purchase ~reement with the TEHECUI~ PUBLIC FACILITIES FIN~NCING CORPORATION amon~ SUTRO & CO. INCORPORATED 'and TEHECUI~ PUBLIC FACILITIES FINANCING CORPO~TION and TEHECUL~' CONNUNITY SERVICES DISTRICT DATED , 1992 $ CERTIFICATES OF PARTICIPATION (Community Recreation Center Project) Series 1992 Evidencing Proportionate Interests of the Owners Thereof in Installment Payments made by the TBMECULA COMMUNITY SERVICES DISTRICT As the Purchase Price for a Community Recreation Center Pursuant to an Installment Purchase Agreement with the TEMECUI~ PUBLIC FACILITIES FINANCING CORPORATION CERTIFICATE PURCHASE CONTRACT · 1992 Temecula community Services District Temecula Public Facilities Financing Corporation 43174 Business Park Drive Temecula, California 92590 Ladies and Gentlemen: Sutro & Co. Incorporated (the "Underwriter"), acting not as fiduciary or agent for you, but on behalf of itself, offers to enter into this Certificate Purchase Contract (this "Purchase Contract") with the Temecula Public Facilities Financing Corporation (the "Corporation") and the Temecula Community Services District (the "District"), which upon acceptance shall be binding upon the Corporation, the District and the Underwriter. This offer is made subject to the execution of this Purchase Contract by each of the Corporation and the District and its delivery to the Underwriter at or before 8:00 P.M., local time, on the date hereof, and, if not so accepted, shall be subject to withdrawal by the Underwriter upon notice delivered to the Corporation and the District at any time prior to the acceptance hereof by such parties. Section 1. Certificates. Purchase, Sale and Delivery of the (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase for reoffering to the public, and the Corporation and the District hereby agree to cause (the "Trustee") to execute and deliver to the Underwriter for such purpose, all (but not less than all) of the $ aggregate principal amount of the Certificates of Participation (Community Recreation Center Project), Series 1992 (the .Certificates"), dated as of , 1992 (the "Certificate Date"), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Certificates shall be % of the aggregate principal amount thereof plus accrued interest with respect to the Certificates, calculated on a 360-day year basis, from the Certificate Date to the Closing Date (as hereinafter defined). The Certificates shall be substantially in the form described in, shall be executed, delivered and secured under the provisions of, and shall be payable from benefit assessments (the "Assessments") and shall be subject to prepayment, as provided in that certain Trust Agreement by and among the Trustee, the Corporation and the District dated as of October 1, 1992 (the "Trust Agreement"), the Preliminary Official Statement relating to the Certificates dated , 1992 (the "Preliminary Official Statement"), and the Community Services District Law, as amended, being Division 3, Title 6, of the Government Code of the State of California (the "Act"). (b) Pursuant to the authorization of the Corporation and the District, the Underwriter has distributed copies of the Preliminary Official Statement. By its acceptance of this proposal, the Corporation and the District hereby ratify the use by the Underwriter of the Preliminary Official Statement, and approve and authorize the use by the Underwriter of, and the District agrees to execute, a final official statement relating to the Certificates (the "Official Statement"), which shall consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Brown & Wood, Special Counsel to the Corporation and the District ("Special Counsel"), and the Underwriter prior to the Closing Date. The Corporation and the District hereby authorize the Underwriter to use and distribute in connection with the offer and sale of the Certificates: the Preliminary Official Statement, the Official Statement, and other documents and contracts to which the Corporation or the District are parties, including this Purchase Contract and all information contained herein, and all other documents, certificates and statements furnished by the Corporation or the District to the Underwriter in connection with the transactions contemplated by this Purchase Contract. (c) Except as the Corporation, the District and the Underwriter may otherwise agree, the District shall deliver to the Underwriter, at the offices of Special Counsel in Los Angeles, California, or at such other location as may be mutually agreed upon by the Corporation, the District and the Underwriter, the documents hereinafter mentioned, and the District shall deliver to the Underwriter, at a location to be designated by the Underwriter in New York, New York, the Certificates, in definitive form (all Certificates being lithographed on steel engraved borders and bearing CUSIP numbers), duly executed in the manner provided for in the Trust Agreement, at 9:00 A.M., California time, on , 1992 (the "Closing Date"), and the Underwriter shall accept such delivery and pay the purchase price of the Certificates as set forth in paragraph (a) of this Section by wire transfer.payable in Federal or other immediately available funds (such delivery and payment being herein referred to as the ,,Closing"). The Certificates shall be made available to the Underwriter not later than 72 hours prior to the Closing for purposes of inspection and packaging. The Certificates shall be in fully registered form and shall be registered in accordance with instructions to be supplied to the Trustee by the Underwriter not later than four business days prior to the Closing Date. Section 2. Representations, Warranties and Aqreements of the District. The District represents and warrants to, and covenants and agrees with, the Underwriter that: (a) The-District is a community services district duly created pursuant to the Act and the Constitution and laws of the State of California and has, and at the Closing Da'~e shall have, full legal right, power and authority (i) to enter into, execute, deliver and perform its obligations under this Purchase Contract, the Installment Purchase Agreement dated as of October 1, 1992 (the "Installment Agreement") between the District and the Corporation, and the Trust Agreement (this Purchase Agreement, the Installment Agreement and the Trust Agreement are hereinafter collectively referred to as the "District Documents"); and (ii) to carry out, give effect to and consummate the transactions contemplated by the District Documents and the Official Statement· (b) The District has complied, and shall at the Closing Date be in compliance in all respects, with the District Documents, the Act and all other applicable laws. (c) The Board of Directors, as the governing body of the District, has, or prior to the Closing Date shall have, duly and validly (i) approved and authorized the execution and delivery of each of the District Documents, the Preliminary Official Statement, the Official Statement and any other applicable agreements~ and (ii) authorized and approved the performance by the District of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by, each of said documents, and at the Closing Date the Certificates, each of the District Documents and any other applicable agreements shall constitute the valid, legal and binding obligations of the District and (assuming due authorization, execution and delivery by the respective other parties thereto, where necessary) such documents shall be enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles relating to or limiting the rights of creditors. (d) The District is not, and at the Closing Date shall not be, in breach of or in default under any law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable cohrt or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the District is a party or is otherwise subject or bound, a consequence of which could be to adversely affect the performance by the District of its obligations under the District Documents· The execution of any documents described in the Official Statement and the execution and delivery of the District Documents, the contract or contracts for the acquisition, construction and installation of the public improvements (the "Public Facilities") to be acquired, constructed and installed with the proceeds of the Certificates, any other applicable agreements and the other instruments contemplated by any of such documents to which the District is a party, and compliance with the provisions of each thereof, shall not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order. The District Documents, the contract or contracts for the acquisition, construction and installation of the Public Facilities, any other documents described in the Official Statement and any other instruments executed or delivered pursuant thereto to which the District is a party, and compliance with the provisions of each thereof, shall not conflict with or cause a breach of or default under any loan agreement, note, resolution, indenture, contract, agreement or other instrument.to which the District is a party or is otherwise subject or bound. (e) Except as may be required under the blue sky or other securities laws of any jurisdiction, all approvals, consents, authorizations, elections and orders of, or filings or registrations with, any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would adversely affect, the performance by the District of its obligations hereunder and under the District Documents and any other documents described in the Official Statement, have been or shall timely be obtained and ere or shall timely be in full force and effect. (f) The Certificates and the District Documents conform as to form and tenor to the descriptions thereof contained in the Official Statement, and the Certificates when delivered to and paid for by the Underwriter on the Closing Date as provided herein, shall be validly executed and outstanding. (g) The Certificates shall be paid from the Assessments, which have been duly and validly authorized pursuant to the Act, and the Assessments shall be fixed and levied annually in an amount which, together with other available funds, is required for the payment of the principal of and interest payable with respect to the Certificates becoming due and payable during the ensuing year, as provided in the Installment Agreement and the Trust Agreement. The Assessments shall be levied and collected at the same time and in the same manner as ordinary ad valorem property taxes and shall be subject to the same penalties in case of delinquency as provided for ad valorem taxes, and such Assessments, when levied, shall constitute a valid and legally binding lien on the properties on which they have been levied. (h) Except as disclosed in the Official Statement, there are, to the best of the District's knowledge, after reasonable and diligent investigation of records made available by the County of Riverside, no entities with outstanding assessment liens against any of the properties within the District which are senior to the Assessments. (i) The information contained in the Official Statement is, as of the 'date hereof, and shall be, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant to paragraph (j) below, true, correct and complete in all material respects and does not, as of the date hereof, and shall not, as of the Closing Date or as of the date of any supplement or amendment thereto pursuant to paragraph (j) below, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (j) During the period commencing on the date hereof and ending on the date 90 days following the end of the "underwriting period" (as defined in Section 240.15c2-12 in Chapter II of Title 17 of the Code of Federal Regulations ("Rule 15c2-12")), if any event shall occur as a result of which it may be necessary to supplement the Official Statement in order to make the statements therein, in the light of the circumstances existing at such time, not misleading, the District shall forthwith notify the Underwriter of any such event of which it has knowledge and, if in the opinion of the Underwriter, the Corporation or the District, such event requires an amendment or supplement to the Official Statement, the District shall amend or supplement the Official Statement in a form and manner jointly approved by the Corporation, the District and the Underwriter so that the statements therein as so amended or supplemented shall not be misleading in the light of the circumstances existing at such time~ provided that all expanses incurred in connection with any such supplement or amendment. shall be paid by the District. (k) Except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, or public board or body is pending or threatened in any way affecting the existence of the District or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the execution, sale or delivery of the Certificates, the application of the proceeds thereof in accordance with the Trust Agreement or the collection or application of the Assessments pledged or to be pledged to pay the principal of and interest with respect to the Certificates, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Certificates, the District Documents, or any action of the District contemplated by'any of said documents, or in any way contesting the completeness or accuracy of the Official Statement or the powers of the District or its authority with respect to the Certificates, the District Documents, or any action of the District contemplated by any of said documents, or which could adversely affect the exclusion from gross income for Federal income tax purposes of interest paid with respect to the Certificates or the exemption of interest paid with respect to the Certificates from State of California personal income taxation. (1) The District shall furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may request in order for the Underwriter to qualify the Certificates for offer and sale under the blue sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate~ provided, however, that the District shall not be required to register as a dealer or broker of securities or to consent to service of process or qualify to do business in any jurisdiction where it is not now so subject· (m) The District, as agent of the Corporation, shall apply the proceeds of the Certificates in accordance with the Trust Agreement, the Installment Agreement and all other applicable documents and as described in the Official Statement. (n) The District shall preserve and protect the security for the Certificates as provided in the Trust Agreement and the rights of the owners of the Certificates in accordance with the covenants contained in the District Documents. Until such time as the Certificates are no longer Outstandin~ (as such term is defined in the Trust Agreement), the District shall faithfully perform and abide by all of the covenants, undertakings and provisions contained in the District Documents. (o) The District shall diligently carry out and continue to completion with all practicable dispatch, the acquisition, construction or installation of the Public Facilities in accordance with the Act and the District Documents in a sound and economical manner. (p) The District shall not take or omit to take any action that would cause interest with respect to the Certificates to be includable in gross income for purposes of Federal income taxation or to be subject to State of California personal income taxation. (q) The District shall use its best efforts to cause any property owners and developers within the District to cooperate with the Underwriter in the preparation of the Official Statement; provided, however, that such efforts shall not include the expenditure of funds by the District. (r) The Preliminary Official Statement heretofore delivered to the Underwriter is deemed final by the District as of its date and as of the date hereof, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2-12. The District hereby covenants and agrees that, within seven business days from the date hereof, or upon reasonable written notice from the Underwriter within sufficient time to accompany any confirmation requesting payment from any customers of the Underwriter, the District shall cause a final printed form of the Official Statement to be delivered to the Underwriter in sufficient quantity to comply with paragraph (b)(4) of Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Board· The execution and delivery of this Purchase Contract by the District shall constitute a representation to the Underwriter that the representations and warranties contained in this Section 2 are true as of the date hereof. Section 3. Representations, Warranties and Aqreements of the Corporation. The Corporation represents and warrants to, and covenants and agrees with, the Underwriter that: (a) The Corporation is a non-profit public benefit corporation duly created pursuant to the California Corporations Code and other laws of the State of California and has, and at the Closing Date shall have, full legal right, power and authority (i) to enter into, execute, deliver and perform its obligations under.this Purchase Contract, the Installment Agreement, the Assignment Agreement between the Corporation and the Trustee dated as of October 1, 1992 (the "Assignment Agreement"), and the Trust Agreement (this Purchase Agreement, the Installment Agreement, the Assignment Agreement and the Trust Agreement are hereinafter collectively referred to as the "Corporation Documents"); and (ii) to carry out, give effect to and consummate the transactions contemplated by the Corporation Documents and the Official Statement. (b) The Corporation has complied, and shall at the Closing Date be in compliance in all respects, with the Corporation Documents and all other applicable laws. (c) The Board of Directors, as the governing body of the Corporation, has, or prior to the Closing Date shall have, duly and validly (i) approved and authorized the execution and delivery of each of the Corporation Documents, the Preliminary Official Statement, the Official Statement and any other applicable agreements; and (ii) authorized and approved the performance by'the Corporation of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by, each of said documents, and at the Closing Date each of the Corporation Documents and any other applicable agreements shall constitute the valid, legal and binding obligations of the Corporation and (assuming due authorization, execution and delivery by the respective other parties thereto, where necessary) such documents shall be enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles relating to or limiting the rights of creditors. (d) The Corporation is not, and at the Closing Date shall not be, in breach of or in default under any law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Corporation is a party or is otherwise subject or bound, a consequence of which could be to adversely affect the performance by the Corporation of its obligations under the Corporation Documents. The execution of any other documents described in the Official Statement and the execution and delivery of the Corporation Documents, the contract or contracts for the acquisition, construction and installation of the Public Facilities to be acquired, constructed and installed with the proceeds of the.Certificates, any other applicable agreements and the other instruments contemplated by any of such documents to which the Corporation is a party, and compliance with the provisions of each thereof, shall not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order. The Corporation Documents, the contract or contracts for the acquisition, construction and installation of the Public Facilities, any other documents described in the Official Statement and any other instruments executed or delivered pursuant thereto to which the Corporation is a party, and compliance with the provisions of each thereof, shall not conflict with or cause a breach of or default under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Corporation is a party or is otherwise subject or bound. 10. (e) Except as may be required under the blue sky or other securities laws of any jurisdiction, all approvals, consents, authorizations, elections and orders of, or filings or registrations with, any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would adversely affect, the performance by the Corporation of its obligations hereunder and under the Corporate Documents and any other documents described in the Official Statement, have been or shall timely be obtained and are or shall timely be in full force and effect. (f) The Corporation Documents conform as to form and tenor to the descriptions thereof contained in the Official Statement. (g) The information contained in the sections entitled "INTRODUCTION -- Security and Sources of Payment for the Certificates, -- Description of the Certificates, -- Tax Exemption, -- Authority for Execution, Delivery and Offerings" "THE SECURITIES BEING OFFERED -- The Certificates, -- Prepayment, -- Investment of Proceeds, -- Security and Sources of Payment for the Certificates~" "DEBT STRUCTURE -- Limitations on Additional Debt;" BASIC DOCUMENTATIONs" "LEGAL MATTERS -- Opinion of Special Counsel, -- Tax Exemption;" "APPENDIX and "APPENDIX C" of the Official Statement is, as of the date hereof, and shall be, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant to paragraph (h) below, true, correct and complete in all material respects and does not, as of the date hereof, and shall not, as of the Closing Date or as of the date of any supplement or'amendment thereto pursuant to paragraph (h) below, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein cr necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (h) During the period commencing on the date hereof and ending on the date 90 days following the end of the "underwriting period" (as defined in Section 240.15c2-12 in Chapter II of Title 17 of the Code of Federal Regulations ("Rule 15c2-12")), if any event shall occur as a result of which it may be necessary to supplement the Official 11. Statement in order to make the statements therein, in the light of the circumstances existing at such time, not misleading, the Corporation shall forthwith notify the Underwriter of any such event of which it has knowledge and, if in the opinion of the Underwriter, the Corporation, or the District, such event requires an amendment or supplement to the Official Statement, the Corporation shall cause the District to amend or supplement the Official Statement in a form and manner jointly approved by the Corporation, the District and the Underwriter so that the statements therein as so amended or supplemented shall not be misleading in the light of the circumstances existing at such time~ provided that all expenses incurred in connection with any such supplement or amendment shall be paid by the District. (i) Except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, or public board or body is pending or threatened in any way affecting the existence of the Corporation or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the Certificates, the application of the proceeds thereof in accordance with the Trust Agreement or the collection or application of the Assessments pledged or to be pledged to pay the principal of and interest with respect to the Certificates, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Certificates, the Corporation Documents or any action of the Corporation contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Official Statement or the powers of the Corporation or any action of the Corporation contemplated by any of said documents, or which could adversely affect the exclusion from gross income for Federal income tax purposes of interest paid with respect to the Certificates or the exemption of interest paid with respect to the Certificates from State of California personal income taxation. (j) The Corporation shall furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may request in order for the Underwriter to qualify the Certificates for offer and sale under the blue sky or other securities 12. laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, that the Corporation shall not be required to register as a dealer or broker of securities or to consent to service of process or qualify to do business in any jurisdiction where it is not now so subject. (k) The Corporation shall apply the proceeds of the Certificates in accordance with the Trust Agreement, the Installment Agreement and all other applicable documents and as described in the Official Statement. (1) The District shall preserve and protect the security for the Certificates as provided in the Trust Agreement and the rights of the owners of the Certificates in accordance with the covenants contained in the Corporation Documents. Until such time as the Certificates are no longer Outstanding, the Corporation shall faithfully perform and abide by all of the covenants, undertakings and provisions contained in the Corporation Documents. (m) The Corporation shall diligently carry out and continue to completion with all practicable dispatch, the acquisition, construction or installation of the Public Facilities in accordance with the Act and the Corporation Documents in a sound and economical manner. (n) The Corporation shall not take or omit to take any action that would cause interest with respect to the Certificates to be includable in gross income for purposes of Federal income taxation or to be subject to State of California personal income taxation. (o) The Preliminary Official Statement heretofore delivered to the Underwriter is deemed final by the Corporation as of its date and as of the date hereof, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2-12. The execution and delivery of this Purchase Contract by the Corporation shall constitute a representation to the Underwriter that the representations and warranties contained in this Section 3 are true as of the date hereof. 13. Section 4. Conditions to the Obliqations of the Underwriter. The obligations of the Underwriter to accept delivery of and pay for the Certificates on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the Corporation and the District contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Corporation and the District made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by each of the Corporation and the District of its obligations to be performed hereunder at or prior to the Closing Date, and to the following additional conditions: (a) At the Closing Date, the Trust Agreement, the Installment Agreement, the Assignment Agreement, this Purchase Contract and any other documents described in the Official Statement shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the execution and delivery of the Certificates and with the transactions contemplated thereby and by this Purchase Contract, all such actions as, in the opinion of Special Counsel, shall be necessary and appropriate; (b) Between the date hereof and the Closing Date, the market price or marketability, at the initial offering prices set forth on the cover of the Official Statement, of the Certificates shall not have been adversely affected (evidenced by a written notice to the District terminating the obligation of the Underwriter to accept delivery of and pay for the Certificates), by reason of any of the following: (1) Legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States of America, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration, or a decision rendered by a court established under Article 14. III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department of the United States of America or the Internal Revenue Service, with the purpose or effect, directly or indirectly, of including interest with respect to the Certificates in the gross income of any recipient thereof~ (2) Legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by.or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Certificates, or the Certificates, including any or all underlying arrangements, or the Installment Agreement, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Trust Agreement is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the execution, offering or sale of obligations of the general character of the Certificates, or of the Certificates, including any or all underlying arrangements, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the Federal securities laws as amended and then in effect; (3) A general suspension of trading in securities on the New York Stock Exchange, or a general banking moratorium declared by Federal, State of New York or State of California officials authorized to do so; (4) The United States of America shall have become engaged in hostilities or there shall have been an escalation in hostilities involving the United States of America or there shall have been a declaration of war or 15. a national emergency by the United States of America or a local, national or international calamity or crisis, financial or otherwise, shall have occurred~ '(5) The introduction, proposal or enactment of any amendment to the Federal or California Constitution or any action or threatened action by any Federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the Corporation or the District, its or their property, income, securities (or interest thereon), the validity or enforceability of the Assessments or the ability of the Corporation or the District to acquire, construct and install the Public Facilities as contemplated by the Trust Agreement and the Official Statement~ (6) Any event occurring, or information becoming known that, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (7) An event described in Section 2(j) or 3(h) hereof, which in the opinion of the Underwriter requires a supplement or amendment to the Official Statement, and such supplement or amendment is not prepared by the District or the Corporation, as applicable. (c) At or prior to the Closing Date, the Underwriter shall have received two counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Underwriter: (1) The Official Statement, executed on behalf of the District by the President thereof; (2) Resolution No. adopted on , 1992, authorizing the execution of the District Documents, together with a 16. certificate of the Secretary of the District, dated as of the Closing Date, to the effect that such resolution is a true, correct and complete copy of the resolution duly adopted by the Board of Directors, as the governing body.of the District, at meetings duly called, held and conducted in accordance with law and that such resolution has not been amended, modified or rescinded (except as may have been agreed to in writing by the Underwriter) and is in full force and effect as of the Closing Date; (3) Resolutions (the "Corporate Resolutions") of the Board of Directors of the Corporation adopted on , 1992, authorizing the execution of the Corporation Documents, together with a certificate of the Secretary of the Corporation, dated as of the Closing Date, to the effect that such resolutions are a true, correct and complete copy of the resolutions duly adopted by the Board of Directors, as the governing body of the Corporation, at meetings duly called, held and conducted in accordance with law and that such resolutions have not been amended, modified or rescinded (except as may have been agreed to in writing by the Underwriter) and are in full force and effect as of the Closing Date; (4) The Trust Agreement, the Installment Agreement and Assignment Agreement, together with a certificate of the Secretary to the District dated as of the Closing Date, to the effect that they are true, correct and complete copies of the Trust Agreement and the Installment Agreement duly approved by the Board of Directors, as the governing body of the District, at a meeting duly called, held and conducted in accordance with law and that they have not been amended, modified or rescinded (except as may have been agreed to in writing by the Underwriter) and are in full force and effect as of the Closing Date; (5) An unqualified opinion, dated the Closing Date and addressed to the District, of Special Counsel, in substantially the form included as Appendix C to the Official Statement, together with a reliance letter of Special Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that such opinion addressed to the District may be relied upon by the Underwriter to the same extent as if such opinion was addressed to it; (6) A supplemental opinion, dated the Closing Date and addressed to the Underwriter, of Special Counsel to the effect that~i) the Official Statement and the distribution thereof have been duly approved by the District;A(ii) this Purchase Contract has been duly authorized, executed and delivered by the District and, assuming due authorization, execution and delivery by the Underwriter, constitutes the legal, valid and binding obligation of the District, enforceable against the District in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles relating to or limiting the rights of creditors; (iii) neither the Certificates nor the Installment Agreement is subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; (iv) the Certificates, the Trust Agreement, the Installment Agreement and the Assignment Agreement conform as to form and tenor to the description thereof contained in the Official Statement, and the statements contained in the Official Statement on the cover and under the captions insofar as such statements purport to summarize certain provisions of the Act, the Certificates, and other applicable laws and agreements, present a fair and accurate Agreement creates a val and lien upon and security interest in the proceeds of the Assessments and the moneys in: (a) the Construction Fund; and (b) the Interest Fund, the Principal Fund, the Prepayment Fund and the Certificate Payment Fund, including the investments thereof, subject in all cases to the provisions of the Trust Agreement permitting the application thereof for the 18. purposes and on the terms and conditions set forth therein; and (vi) the Certificates are secured by Assessments to be levied for the payment of principal, premium, if any, and interest with respect to the CertificateS; (7) A supplemental opinion, dated the Closing Date and addressed to the Underwriter, of Special Counsel .to the effect that (i) the Corporation is a non-profit public benefit corporation duly organized and validly existing under California law; (ii) the Official Statement and the distribution thereof have been duly approved by the Corporation; (iii) the Trust Agreement, Installment Agreement and the Assignment Agreement have been duly adopted at a meeting of the Board of Directors, as the governing body of the Corporation, which was called and held pursuant to law [and with all public notice required by law and at which a quorum was present and acting throughout]; (iv) except as disclosed in the Official Statement,.no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending or, to such counsel's knowledge, threatened, in any way affecting the existence of the Corporation or the titles of its officers to their respective offices, or in any way contesting or affecting the validity or enforceability of the Trust Agreement, the Installment Agreement, the Assignment Agreement, this Purchase Contract or any other documents described in the Official Statement or any action of the Corporation contemplated by any of said documents or in any way contesting the completeness or accuracy of the Official Statement or the powers of the Corporation or its authority with respect to the Trust Agreement, the Installment Agreement, the Assignment Agreement, this Purchase Contract or any other documents described in the Official Statement, or any action on the part of the Corporation contemplated by any of said documents; (v) this Purchase Contract has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the Underwriter, constitutes the legal, valid and binding obligation of the Corporation, enforceable 19. against the Corporation in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles relating to or limiting the rights of creditors; (8) An opinion, dated the Closing Date and addressed to the Underwriter, of Burke. Willjams & Sorensen, counsel to the District, to the effect that, except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending or, to such counsel's knowledge, threatened, in any way affecting the existence of the District or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the execution, sale or delivery of the Certificates, the application of the proceeds thereof in accordance with the Trust Agreement, the collection or application of the Assessments to pay the principal of, and interest with respect to the Certificates, or in any way contesting or affecting the validity or enforceability of the Certificates, the Trust Agreement, the Installment Agreement, this Purchase Contract or any other documents described in the Official Statement or any action of the District contemplated by any of said documents or in any way contesting the completeness or accuracy of the Official Statement or the powers of the District or its authority with respect to the Certificates, this Purchase Contract or any other documents described in the Official Statement, or any action on the part of the District contemplated by any of said documents, or which challenges the exclusion from gross income for Federal income tax purposes of interest paid with respect to the Certificates or the exemption of interest paid with respect to the Certificates from State of California personal income taxation; (9) A Supplemental opinion, dated the Closing Date and addressed to the Underwriter, of Burke, Williams & Sorensen, counsel to the District, to the effect that (i) the District is a community services district duly organized and validly existing under the Act; 20. (ii) the Trust Agreement and Installment Agreement have been duly adopted at a meeting of the Board of Directors, as the governing body of the District, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout~ (iii) except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending or, to such counsel's knowledge, threatened, in any way affecting the existence of the District or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the execution, sale or delivery of the Certificates, the application of the proceeds thereof in accordance with the Trust Agreement and Installment Agreement, the collection or application of the Assessments to pay the principal of and interest with respect to the Certificates, or in any way contesting or affecting the validity or enforceability of the Certificates, the Trust Agreement, the Installment Agreement, the Assignment Agreement, this Purchase Contract or any other documents described in the Official Statement or any action of the District contemplated by any of said documents or in any way contesting the completeness or accuracy of the Official Statement or the powers of the District or its authority with respect to the Certificates, the Trust Agreement, the Installment Agreement, this Purchase Contract or any other documents described in the Official Statement, or any action on the part of the District contemplated by any of said documents, or that challenges the exclusion from gross income for Federal income tax purposes of interest paid with respect to the Certificates or the exemption of interest paid with respect to the Certificates from State of California personal income taxation~ (iv) the statements contained in the Official Statement on the cover and under the captions insofar as such statements purport to summarize certain provisions of the Act, the Certificates, and other applicable laws and agreements, present a fair and accurate 21. summary of such provisions, and such summaries do not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Official Statement or necessary to make the statements made. therein, in the light of ~he circumstances under which they were made, not misleading in any material respect; (v) upon the execution and delivery of the Certificates, the Certificates shall constitute the legal, valid and binding obligations of the District, enforceable against the District in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles relating to or limiting the rights of creditors; (vi) principal, premium, if any, and interest with respect to the Certificates are payable out of the Certificate Payment Fund, and Assessments are to be collected on the tax roll on which general taxes on real property are collected; (vii) the Assessments have been duly and validly authorized in accordance with the provisions of the Act and, when levied, the Assessments shall be valid and binding obligations payable with respect to the affected property, enforceable by the District in accordance with the Installment Agreement and the Act, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles relating to or limiting the rights of creditors; and (viii) the District has a valid and binding obligation annually to fix and levy that amount of Assessments required for the payment of principal and interest with respect to the Certificates for the ensuing year, including any amounts necessary to pay the costs of collecting the Assessments and any amounts necessary to pay the continuing costs of the Certificates (including the fees of Trustee); (10) An opinion, dated the Closing Date and addressed to the Underwriter, of counsel to the Corporation, to the effect that, except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending or, to such counsel's 22. knowledge, threatened, in any way affecting the existence of the Corporation or the titles of its officers to their respective offices, or in any way contesting or affecting the validity or enforceability of the Trust Agreement, the Installment Agreement, the Assignment Agreement, this Purchase Contract or any other documents described in the Official Statement'or any action of the Corporation contemplated by any of said documents or in any way contesting the completeness or accuracy of the Official Statement or the powers of the Corporation or its authority with respect to this Purchase Contract or any other documents described in the Official Statement, or any action on the part of the Corporation contemplated by any of said documents; (11) An opinion, dated the Closing Date and addressed to the Underwriter, of Morrison & Foerster, counsel to the Underwriter, to the effect that (i) based upon the information made available to them in the course of their participation in the preparation of the Official Statement as counsel to the Underwriter and without having undertaken to determine independently or assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement, such counsel does not believe that the Official Statement, as of its date and as of the Closing Date, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any appendices and any other financial and statistical data contained in the Official Statement); and (ii) the Certificates are not subject to the registration requirements of the Securities Act of 1933, as amended; and (iii) the Trust Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; (12) A certificate, dated the Closing Date and signed by the President of the District on behalf of the District or such other officer of the District as the 23. Underwriter may approve, to the effect that (i) the representations and warranties of the District contained herein, in the Trust Agreement, and in the Installment Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) no event has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (iii) the District has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under this Purchase Contract, the Trust Agreement, the Installment Agreement and the Official Statement at or prior to.the Closing Date; (13) A certificate, dated the Closing Date and signed by the President of the corporation on behalf of the Corporation or such other officer of the Corporation as the Underwriter may approve, to the effect that (i) the representations and warranties of the Corporation contained herein, in the'Trust Agreement, and in the Installment Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) no event has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (iii) the Corporation has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under this Purchase Contract, the Trust Agreement, the Installment Agreement, the Assignment Agreement, and the Official Statement at or prior to the Closing Date; (14) A transcript of all proceedings relating to the authorization, execution, sale and delivery of the Certificates; 24. (15) Certified copies of the general resolution of the Trustee authorizing the execution and delivery of the Trust Agreement, the Assignment Agreement and the Certificates by certain officers of the Trustee~ (16) A Certificate of the Trustee, dated the Closing Date, to the effect that (i) the Trustee is a duly organized and existing under the laws of having full power and authority to perform its duties under the Trust Agreement~ (ii) the Trustee is duly authorized to accept the obligations created by the Trust Agreement and to execute and deliver the Certificates pursuant to the terms of the Trust Agreement~ (iii) the Trust Agreement and Assignment Agreement have been duly executed and delivered in the name and on behalf of the Trustee~ (iv) pursuant tO the provisions of the Trust Agreement and in accordance with the instructions of the District, the Trustee has examined the form of the Certificates and has found said form to be in substantially the form called for by the Trust Agreement~ (v) each person who, on behalf of the Trustee, executed and delivered the Trust Agreement and the Assignment Agreement or authenticated the Certificates was at the date thereof and is now a duly elected, appointed or authorized, qualified and acting officer of the Trustee and was duly authorized to perform such acts at the respective times of such acts, and the signatures of such persons appearing on such documents are their genuine signatures; (vi) to the best of its knowledge, no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or shall be required for the authentication of the Certificates or the consummation by the Trustee of the other transactions contemplated to be performed by the Trustee in connection with the authentication of the Certificates and the acceptance and performance of the obligations created by the Trust Agreement~ and (vii) to the best of its knowledge, compliance with the terms of the Trust Agreement and the Assignment Agreement will not conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution or any other agreement or instrument to which the Trustee is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Trustee or any of its activities or properties; (17) An opinion, dated the Closing Date and addressed to the Underwriter, of the Trustee's counsel, to the effect that (i) the Trust Agreement and Assignment Agreement have been duly authorized, executed and delivered by the Trustee, and constitute the legal, valid and binding obligation of the Trustee, enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles relating to or limiting the rights of creditors; and (ii) the Trustee is a duly organized and validly existing under ~he laws of the State of having the full power and authority to perform its obligations under the Trust Agreement and Assignment Agreement; (18) A nonarbitrage certificate of the District in form and substance acceptable to Special Counsel and the Underwriter; (19) A certificate of the District's Financial Advisor, Fieldman, Rolapp & Associates, dated the Closing Date to the effect that: (i) nothing has come to its attention that would lead it to believe that the information contained in the Official Statement, and any amendment or supplement thereto, contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) since the date of the Official Statement, nothing has come to its attention that should have been set forth in an amendment or supplement to the Official Statement which has not been so set forth in an amendment or supplement; and (iii) since the date of the Official Statement, nothing has come to its attention that would lead it 26. to believe that a material adverse change has occurred in the operations or financial affairs of the District; and (20) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the material representations and warranties of the District contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the District at or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the District in connection with the transactions contemplated hereby and by the Trust Agreement, the Installment Agreement and the Official Statement. (21) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the material representations and warranties of the Corporation contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Corporation at or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the Corporation in connection with the transactions contemplated hereby, and by the Trust Agreement, the Installment Agreement, the Assignment Agreement and the Official Statement. If any of the conditions to the obligations of the Underwriter contained in this Section or elsewhere in this Purchase Contract shall not have been satisfied when and as required herein, all obligations of the Underwriter hereunder may be terminated by the Underwriter at, or at any time prior to, the Closing Date by written notice to the Corporation and the District. Section 5. EXpenses. (a) Whether or not the Underwriter accepts delivery of and pays for the Certificates as set forth herein, it shall be under no obligation to 27. pay, and the District shall pay or cause robe paid out of the proceeds of the Certificates or any other legally available funds of the District, all expenses incidental to the performance of the District's obligations hereunder, including but not limited to the fees and disbursements of the District, the Corporation, the Trustee, Special Counsel, accountants, appraisers, economic consultants, financial advisors and any other experts or consultants retained by the District or the Corporation in connection with the execution, delivery and sale of the Certificates; the cost of obtaining a direct and overlapping debt schedule from California Municipal Statistics, Inc.; the costs of printing, engraving and delivering the Certificates to the Underwriter and the costs of printing and shipping the Preliminary Official Statement and the Official Statement; and any other expenses not specifically enumerated in paragraph (b) of this Section.incurred in connection with the execution, delivery and sale of the Certificates. (b) Whether or not the Certificates are delivered to the Underwriter as set forth herein, the District shall be under no obligation to pay, and the Underwriter shall be responsible for and pay, CUSIP Bureau and CDAC fees and expenses to qualify the Certificates for sale under any blue sky laws; and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Certificates not specifically set forth in paragraph (a) of this Section, including the fees and disbursements of its counsel. Section ~. Undertakinqs of the District. The District agrees to make available to the Underwriter, at the District's expense, sufficient copies of its audited financial statements, if any, certified Assessment projections, resolutions with respect to the Certificates, the Resolution, the Preliminary Official Statement, the Official Statement, any amendments or supplements thereto, and other documents relating to the Certificates and pertaining to the District as may be reasonably required from time to time for the prompt and efficient performance by the Underwriter of its obligations hereunder. Section 7. Undertakinqs of the Corporation. The Corporation agrees to make available to the Underwriter, at the Corporation's expense, sufficient copies of the Corporate Resolution and other documents relating to the 28. Certificates and pertaining to the Corporation as may be reasonably required from time to time for the prompt and efficient performance by the Underwriter of its obligations hereunder. Section 8. Notices. Any notice or other communication to be given to the Corporation or to the District under this Purchase Contract may be given by delivering the same in writing to 43174 Business Park Drive, Temecula, California 92590, Attention: Mr. Dave Dixon; any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to Sutro & Co. Incorporated, 555 South Flower Street, Suite 3400, Los Angeles, California 90071, Attention: Ms. Catherine Bando. Section 9. Parties in Interest. This Purchase Contract is made solely for the benefit of the Corporation, the District, and the Underwriter (including any successors or assignees of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. Section 10. Survival of Representations and Warranties. The representations and warranties of the Corporation and the District shall not bedeemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the Corporation and the District and regardless of delivery of and payment for the Certificates. Section 11. Execution in Counterparts. This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Section 12. No Prior Aqreements. This Purchase Contract supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of the Certificates. Section 13. Effective Date. This Purchase Con- tract shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Corporation and the District and shall be valid and enforceable as of the time of such acceptance. 29. Section 14. Governinq Law. This Purchase Contract shall be governed by the internal laws of the State of California without giving effect to the conflict of law principles of such State. Very truly yours, SUTRO & CO. INCORPORATED By: Accepted: , 1992 Director TEMECULA PUBLIC FACILITIES FINANCING CORPORATION By: Its: TEMECULA COMMUNITY SERVICES DISTRICT By: Its: V '% 0806 [ EXHIBIT Maturit~ Schedule Certificates of Participation Maturity Principal Interest Date Amount Rate Price OFFICIAL STAT!IIEI~T DATED , 1992 IeEgISSUE RATINGS Moody'm: Standard & Poor'a: (See wasttags" herein) In the opinion of Brown & Mood, Los Angeles, California, Special Counsel, under existing law and assuming continuing compliance utah certain covenants in documents relating to the Certificates and requirements of the Internal Revenue Code of 1986, as amended, the portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the Ogners is not includable in the 2ross income of the OMners thereof for federal income tax purposes. In the further opinion of Special Counsel, the portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the O~ners will not be treated as an item of ~ax preference in calculating alternative minimum taxable income of Individuals or corporations. The portion of each Installment Payment due under the Installment Purchase Agreement designated ss and conprisin2 interest and received by the Ogners may be included in the calculation of certain taxes, however, including the alternative minimum tax and environmental tax on corporations. The portion of each Installment Payment due under ~he Installment Purchase Agreement designated as and comprising interest and received by the Ogners will be exempt from present State of California personal income taxes. See '*LEGAL NATTERS -- Tax Exemption" herein. $ CERTIFICATES OF PARTICIPATION (Community Recreation Center Project) Series 1992 Evidencing Proportionate Interests of the Owners Thereof in Installment Payment made by the TENECIF~ CONNUNITY SERVICES DISTRICT As the Purchase Price for a Community Recreation Center Pursuant to an Installment Purchase Agreement with the TENECULA PUBLIC FACILITIES FINANCINC CORPORATION Dated: Date of Delivery Due: October 1, ms shown below The Certificates constitute proportionate interests in the Installment Payment to be made by the Temecula Community Services District (Che *'DlsErict'*) under the Installment Purchase Agreement, dated as of October 1, 1992, by and between the District and the Temecula Public Facilities Financing Corporation (the "Corporation") pursuant to which certain recreational facilities (the *'Project") will be sold to the District. Interest with respect to the CerClficates will be payable on April I and October 1 of each year, commencing April 1, 1993. The Certificates are deliverable as fully registered certificates, viihour coupons, In denominations of $5,000 each or any integral multiple thereof. Payments with respect to the Certificates are to be nade by , DRAFT DATED Y'//~/~-~. as trustee (the "Trustee") to the reSistered ovners of the Certificates. The Certificates s~e subject to p~epaymnt prio~ to security as described here~n, Neither the falth and credit nor the taxlng power of the DIstrict, the Clty of Tesecula, the State of California or any political subdivision thereof ls pledged tc the payment of principal, preslum, If any, or triterest wlth respect to the Certificates. The Certificates do not constitute a debt, 11ability oz obligation for whlch the Dlstrtct ls obligated, directly, Indirectly or contlnSently, to levy any tax or make any appropriation, except as expressly provided hereln and In the Certificates. K&IUIlI~ SCBEDULEt Haturlty Haturtty Date Principal Interest Date Principal Interest October I Amount Rate Price October I Amount l~e Price $ z $ z THIS COVER PAGE CONTAINS CERTAIN INFORHATION FOR QUICK REFERENCE ONLY, IT IS NOT A SUMMARY OF THIS OFFERING. INVESTORS NUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE HAKING OF AN INFORPIED INVESTMENT DECISION. Dated , 1992 SUTRO & CO. INCORPORATED Preliminary, subject to change. VlO368[12687]new TABLE OF CONTENTS Paqe INTRODUCTION ....................................... 1 The Corporation .................................... 2 Security and Sources of Payment for the Certificates ........... ..... ........3 ~oo. o~ t~, S;;;iH~;;;; .................... 3 Description of the Certifica&;; ...................4 Tax Exemption ...... 5 ......... h'&A. o~;~i.~ .............~ Professionals Involved ............ Authority for Execution, Delivery end Certificates Owners' Risks ........................ 6 Other Information ................................. 6 THE SECURITIES BEING OFFERED ........................... 7 The Certificates ................................... 7 ~.~,~.~t ........................~i~ .............7 Constitutional and Statutory ~imita ns on Taxes~ ........................................ 10 Use of Proceeds; The Project ....................... 11 Investment of Proceeds ............................. 13 Security and Sources of Payment for the Certificates ..................................... 13 Budget and Appropriations ........................... 17 Title to the Project ............................... Form of Securities ................................. 21 CERTIFICATE OWNERS' RISKS .............................. 22 General ............................................ 22 Bankruptcy and Similar Laws; Resolution Trust Corporation ................................ 22 Factors That May Affect Land Development and Value ....................................... 24 Future Indebtedness ................................ 25 DESCRIPTION OF THE DISTRICT ............................ 25 DESCRIPTION OF THE CORPORATION ......................... 27 Other Indebtedness of ~ ................ 27 Limitations on Additional Debt .................... 28 Debt Service ...................................... 29 Direct and Overlapping Debt ....................... 31 Certain Information Concerning Overlapping Debt ................................ 31 Legal Debt Limits; Tax Limit ...................... 31 BASIC DOCI~ME~ATION .................................... FINANCIAL INFORMATION .................................. 31 31 LEGAL MATTERS .......................................... 38 No Litigation ..................................... 38 Opinion of Special Counsel ........................ 38 38 Tax Exemption ..................................... 39 MISCELLANEOUS ......................................... Ratings ........................................... 39 The Underwriter ................................... 40 Financial Advisor ................................. 40 Interests of Certain Persons ...................... 40 Additional Information ............................ 40 APPENDIX A: General Information Regarding the City of Temecula ............................. APPENDIX B: Summary of Financing Documents .......... APPENDIX C: Proposed Form of Special Counsel Opinion ............................... A-1 B-1 C-1 ii OFFICIAL STATEMENT · CERTIFICATES OF PARTICIPATION (Com~unityRecreationCenterProJect) Series 1992 Evidencing Proportionate Interests of the Owners Thereof in Installment Payments made by the TEMECULA COMMUNITY SERVICES DISTRICT As the Purchase Price for a Community Recreation Center Pursuant to an Installment Purchase Agreement with the TEMMCULA PUBLIC FACILITIES FINANCING CORPORATION INTRODUCTION THIS INTRODUCTION IS NOT A SUMMARY OF THIS OFFICIAL STATEMENT. IT IS ONLY A BRIEF DESCRIPTION OF AND GUIDE TO, AND IS QUALIFIED BY, MORE COMPLETE AND DETAILED INFORMATION CONTAINED IN THE ENTIRE OFFICIAL STATEMENT, INCLUDING THE COVER PAGE AND APPENDICES HERETO, AND THE DOCUMENTS SUMMARIZED OR DESCRIBED HEREIN. A FULL REVIEW SHOULD BE MADE OF THE ENTIRE OFFICIAL STATEMENT AND ALL SUCH DOCUMENTS. THE OFFERING AND SALE OF THE CERTIFICATES TO POTENTIAL INVESTORS IS MADE ONLY BY MEANS OF THE ENTIRE OFFICIAL STATEMENT. The purpose of this Official Statement, which includes the cover page and the appendices hereto, is to provide certain information concerning the sale, execution and delivery of the Certificates of Participation, Series 1992 (the "Certificates"), in the aggregate principal amount of $ * for the benefit of the Temecula Community Services District (the "District"). The Certificates represent direct and proportionate interests of the registered owners (the "Owners") thereof in Installment Payments (the "Installment Payments") to be made by the District pursuant to an Installment Purchase Agreement dated as of October 1, 1992 (the "Installment Purchase Agreement") between the District, as purchaser, and the Temecula Public FaCilities Financing Corporation (the "Corporation"), as seller. Such payments will constitute the Installment * Preliminary; subject to change 1 Payments for the purchase of a community recreation center (the -Project") by the District. The District has agreed to provide for the design, construction, delivery and installation of the Project as agent of the Corporation. The Certificates are being executed and delivered pursuant to a Trust Agreement dated as of' October 1, 1992 (the "Trust Agreement") by and among the Corporation, the District, and , as trustee (the "Trustee"). Pursuant to an Assignment Agreement dated as of October 1, 1992 (the -Assignment Agreement"), the Corporation will assign to the Trustee for the benefit of the Owners of the Certificates certain of its rights under the Installment Purchase Agreement. The District is required under the Installment Purchase Agreement to pay the Trustee specified Installment Payments as the purchase price of the Project, which payments are designed in both time and amount to be sufficient to pay, when due, the principal and interest due with respect to the Certificates. The District is also required to pay any taxes, assessments, other government charges, and maintenance and repair costs of the Project. The District will pay the Installment Payments when due, but solely from certain revenues on deposit in the Certificate Payment Fund, the Interest Fund, and the Principal Fund pledged and assigned to secure such payment under the Trust Agreement. See "APPENDIX B" hereto for a description of the Trust Agreement, Installment Purchase Agreement and Assignment Agreement. The District The District was established on December 1, 1989. The D~strict's boundaries are coterminous with the boundaries of the City of Temecula (the "City"), which is located in southern California approximately 85 miles southeast of Los Angeles and 60 miles north of San Diego. See "DESCRIPTION OF THE DISTRICT" herein and "APPENDIX A" hereto. The Corporation The Corporation was incorporated as a California non-profit public benefit corporation on , 1992 to provide assistance to the~City, its special districts and related entities in financing projects for those entities. See "DESCRIPTION OF THE CORPORATION" herein. Security and Sources of Payment for the Certificates The Certificates are secured bY certain benefit assessments (the "Assessments") on all parcels of real property located within the District (the wParcels") which Assessments constitute a trust fund for the prepayment and payment of the principal and interest with respect to the Certificates. Assessments sufficient to meet debt service with respect to the Certificates will be included on the regular property tax bills sent to owners of the Parcels. The unpaid Assessments represent fixed liens on the Parcels. The District has contracted with the County of Riverside (the "County") for the prosecution by the County of judicial foreclosure proceedings, under certain circumstances and conditions, against the Parcels with delinquent Assessments. For more complete and detailed information, see "THE CERTIFICATES - Security and Sources of Payment for the Certificates" herein. Pursuant to the Trust Agreement, the Trustee has established a Construction Fund, Certificate Payment Fund, Interest Fund, Principal Fund, and Prepayment Fund. The Certificates are also secured by the moneys in these funds, and principal, premium, if any, and interest with respect to the Certificates are payable exclusively out of such funds. PAYMENT' OF THE PRINCIPAL, PREMIUM, IF ANY, AND INTEREST WITH RESPECT TO THE CERTIFICATES WILL BE SECURED ONLY BY ASSESSMENT INSTALLMENTS ASSESSED ON THE PARCELS AND THE MONEYS ON DEPOSIT IN THE CONSTRUCTION FUND, THE CERTIFICATE PAYMENT FUND, THE INTEREST FUND, THE PRINCIPAL FUND AND THE PREPAYMENT FUND, PURSUANT TO THE TRUST AGREEMENT. MO~YS ON DEPOSIT IN THE REBATE FUND CREATED UNDER THE TRUS AGREEMENT DO NOT CONSTITUTE A SOURCE OF PAYMENT FOR THE CERTIFICATES. FURTHERMORE, THE PROJECT IS NOT ENCUMBERED OR OTHERWISE PLEDGED AS SECURITY FOR PAYMENT OF THE PRINCIPAL, PREMIUM, IF ANY, OR INTEREST WITH RESPECT TO THE CERTIFICATES. Purpose of the Certificates Proceeds from the sale of the Certificates will be used to finance the design, construction and installation of a community recreation center for the benefit of the' District. For more complete information, see "THE SECURITIES BEING OFFERED -- Use of Proceeds~ The Project" herein. 3 Description of the Certificates Each Certificate will represent an undivided proportionate interest in the principal portion of the Installment Payment due and payable on the maturity date of the Certificate, and in the interest portion of the Installment Payment due and payable semiannually, to be made by the District in payment of the purchase price for the Project pursuant to the Installment Purchase Agreement. Interest with respect to the Certificates will accrue from october 1 1992 at the rates set forth on the cover page hereof anA will be payable to maturity semiannually on April 1 and October 1, commencing April l, 1993. The Certificates will be issued in fully registered form in denominations of $5,000 or any integral multiple thereof. The District has covenanted in the Installment Purchase Agreement to pay the principal and interest with respect to the Certificates from "Revenues.~ The Installment Purchase Agreement defines "Revenues~ as The general funds of each of the District and the City are not liable for Installment Payments, and the District and the City cannot be compelled to exercise their respective taxing powers to make Installment Payments. The Certificates mature as set forth on the cover page hereof and are subject to mandatory and optional prepayment as described under '~HE SECURITIES B~TNG. OFFeReD -- Prepayment" below. The entire principal amount of the unpaid Installment Payments and accrued interest thereon may be declared due and payable immediately upon the occurrence of certain events of default, as set forth in the Installment Purchase Agreement. See "THE SECURITIES BEING OFFERED -- The Certificates" herein and "APPENDIX B" hereto. The Certificates may be transferred or exchanged at the principal corporate trust office of the Trustee in , California, to the extent and upon t~e conditions set forth in the Trust Agreement. In accordance with the Installment Purchase Agreement, the District may at any time execute additional contracts or issue additional revenue bonds or notes, the payment of which are on parity with the Certificates and which are secured by a pledge and lien on the Revenues, provided that certain conditions are met. See "DEBT STRUCTURE -- Limitations on Additional Debt" herein. 4 For further information regarding the Certificates, see "THE SECURITIES BEING OFFERED -- The Certificates" herein and aAPPENDIX B -- The Trust Agreement" hereto. Tax Exemption In the opinion of Brown & Wood, Los Angeles, California, Special Counsel,Au~.der existin~ law and assuming continuing compliance with certain covenants in the documents relating to the Certificates and requirements of the Internal Revenue Code of 1926, as amended, the portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the Owners is not includable in the gross income of the Owners thereof for federal income tax purposes. In the further opinion of Special Counsel, the portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the Owners will not be treated as an item of tax preference in calculating alternative minimum taxable income of individuals or corporations. The portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the Owners may be included in the calculation of certain taxes, however, including the alternative minimum tax and environmental tax on corporations. The portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the Owners will be exempt from present State of California personal income taxes. See "LEGAL MATTERS -- Tax Exemption" herein. Professionals Involved in the Offering Fieldman, Rolapp & Associates is the District's financial advisor with respect to the Certificates. All proceedings in connection with the offering of the Certificates are subject to the approval of Brown & Wood, Special Counsel. Certain legal matters will be passed on for the Underwriter by Morrison & Foerster. , , , will act as Trustee. Authority for Execution, Delivery and Offering These proceedings are authorized under the terms and provisions of the Community Services District Law, 5 Division 3 of Title 6 of ~he California Govemment Code (the "Act"), and Resolution of the District adopted on (the -Resolution). The Certificates are executed and delivered pursua to the Resolution and the Trust Agreement. Offering and Delivery of the Certificates The Certificates are offered when, as and if issued, subject to the approval as to their legality by Special Counsel and the satisfaction of certain other conditions. It is anticipated that the Certificates will be available for delivery to the Underwriter in New York, New York on or about , 1992. Certificate Ownersw Risks See -CERTIFICATE OWNERS' RISKS" below for certain risk factors which should be considered in making an investment decision concerning the Certificates- Other Information This Official Statement speaks only as of its date, and the information contained herein is subject to change. The District has not entered into any contractual commitment to provide information on a continuing basis to investors or any other party. Questions regarding this Official Statement may be addressed to ary Jane Henry, 43174 Business Park Drive, Temecula, Ca~'fornia 92590~ In addition, copies of the Trust Agreement, Installment Purchase Agreement, Assignment Agreement and other documents and information are available, upon request and upon payment to the District of a charge for copying, mailing and handling, from~Ms. Henry. Except where otherwise indicated, all information contained in this Official Statement has been provided by the District. No dealer, broker, salesman or other parson has been authorized by the District or the Underwriter to give any information or to make any representations, other than those contained herein, and, if given or made, such other information or representations must not be relied upon as having been authorized by either the District or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Certificates by any parson in 6 any Jurisdiction in which it is unlawful for such parson to make such offer, solicitation or sale. The information set forth herein has been obtained from sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Underwriter. Neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of any party described herein subsequent to the date as of which such information is presented. In connection with this offering, the Underwriter may effect transactions which stabilize or maintain ~he market price of the Certificates offered hereby at a level above that which might otherwise prevail in the opan market. Such stabilization, if con~enced, may be discontinued at any time. THE SECURITIES BEING OFFEP, ED The Certificates The Certificates will be delivered in the aggregate principal amount of $ and will initially be dated October 1. 1992. Each Certificate will represent an undiv~aed proportionate interest in the principal portion of the InstallmentSPayment due and payable on the maturity date of the Certificate, and in the interest portion of the InstallmentSPayment due and payable semiannually, to be made by the District in payment of the purchase price for the Project pursuant to the Installment Purchase Agreement. Interest with respect to the Certificates will accrue from October 1, 1992 at the rates set forth on the cover page hereof and will be payable to maturity semiannually on April I and October i (each a "Payment Date"), commencing April 1, 1993. The Certificates are deliverable in fully registered form, without coupons, in minimum denominations of $5,000 or any integral multiple thereof. The Certificates will mature on October i of each of the designated years and in the principal amounts shown on the cover page hereof, but are subject to mandatory and optional prepayment as described under "Prepayment" below. The principal of the Certificates and prepayment price, if any, will be payable upon presentation and surrender of the Certificates at the principal corporate trust office of the Trustee in · 7 Payment of interest with respect to the Certificates shall be made by check or draft of the Trustee mailed to the Owner of record on the Payment Date therefor at the address shown on the Certificate register as of the applicable Record Date, except that such interest will be paid by wire upon the written request of an Owner of not less than ~l,00o,o00 in aq~re~ate Drinci~al amount of Certificates, whlch re uest must be filed by no later than the applicable Record Da~e[c' The Record Date means, with respect to any Payment Date or the Certificates, the fifteenth day of the calendar month preceding such Payment Date, whether or not such day is a business day. The Certificates may be transferred or exchanged at the principal corporate trust office of the Trustee, to the extent and upon the conditions set forth in the Trust Agreement. In each case, the Trustee may require payment by the Owner of a sum sufficient to cover any tax or other governmental charge required to be paid with respect to such transfer or exchange. The Trustee will not be required to register the transfer or exchange of any Certificate (i) within 15 days preceding selection of Certificates for prepayment, or (ii) selected for prepayment. Prepayment The Certificates maturing October 1, are subject to mandatory prepayment in part (by lot) on each October I on or after October 1, , in integral multiples of $5,000. The prepayment price of these Certificates is the principal amount thereof plus accrued interest to the date fixed for prepayment, without premium, and will be paid in the amounts and on the dates as set forth in the following table: Mandatory Prepayment Dates (October 1) Amount [To follow.] The Certificates with stated maturities on or after October 1, are subject to prepayment prior to their respective stated maturities, as a whole or in part on any Payment Date in the order of maturity as directed by the District in a written request provided to the Trustee and by 8 lot within each maturity in integral multiples of $5,000, on or after October 1, , from amounts prepaid by the District pursuant to the Installment Purchase Agreement. The prepayment price (expressed as a percentage of the principal amount of such Certificates prepaid) plus Anterest accrued to the date fixed for prepeyment of such Certificates is as set forth below: PreDaVment Period PreDa~ment Price [To follow.] The Certificates are also subject to prepayment prior to their respective stated maturities, as a whole on any date or in part on any Payment Date in the order of maturity as directed by the District and by lot within each maturity in integral multiples of $5,000, from prepaid Installment Payments made by the District under the Installment Purchase Agreement, from the net proceeds of insurance or any award in eminent domain, as provided in the Trust Agreement. Selection of Certificates for PrepaVment. 'Whenever less than all of the Certificates are called for prepayment, the Trustee will select the Certificates or portions thereof to be prepaid as directed by the District in a written request provided to the Trustee at least 75 days prior to the Payment Date and by lot within each maturity. The Trustee will promptly notify the District in writing of the numbers of the Certificates or portions thereof so selected for prepayment. Notice of Prepa~ment. Notice of prepayment will be given by the Trustee by mail, first class postage prepaid, to the respective Owners of any Certificates designated for prepayment at their addresses appearing on the Certificate registration books and to certain information services and by registered or certified or overnight mail to certain securities depositories. Such notice will be given at least 30 days, but not more than 60 days, prior to the prepayment date. 9 Partial Prepavment of Certificates. Upon surrender of any Certificate prepaid in part only the Trustee will execute and deliver to the Owner thereof, at the expense of the District, a new Certificate or Certificates of authorized denominations equal in aggregate principal amount to the unprepaid portion of the Certificate surrendered and of the same interest rate and maturity. Effect of Pre~ayment. When notice of prepayment has been duly given and moneys for payment of the prepayment price of, together with interest accrued to the prepayment date with respect to, the Certificates (or portions thereof) so called for prepayment are held by the Trustee, the Certificates (or portions thereof) so called for prepayment will, on the prepayment date designated in such notice, become due and payable at the prepayment price specified in such notice. From and after the prepayment date, interest represented by the Certificates so called for prepayment will cease to accrue, said Certificates (or portions thereof) will cease to be entitled to any benefit or security under the Trust Agreement, and the Owners of said Certificates will have no rights in respect thereof except to receive payment of said prepayment price and accrued interest. The Trustee will, upon surrender for prepayment of such Certificates, pay such Certificates at the prepayment price evidenced and represented thereby, and cancel and destroy such Certificates. Any defect in any notice of prepayment will not affect the validity of the prepayment of any Certificate. Constitutional and Statutory Limitations on Taxes~ Article XlII A. Article XIII A, known as Proposition 13, of the California Constitution limits the amount of ad valorem taxes on real property to 1% of "full cash value" as determined by the County Assessor. Article XIII A defines "full cash value" to mean the County Assessor's valuation of real property as shown on the 1975-76 fiscal year tax bill under full cash value, or thereafter the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975-76 assessment. "Changes in Ownership" do not include purchases or transfers when the person acquiring the property was displaced by eminent domain, inverse condemnation, or acquisition of property by a government entity, or certain transfers between spouses or parents and children. "Newly constructed" does not include real property constructed after a disaster as declared by the Governor of the~State when the property reconstructed is 10 comparable in value to that destroyed. Furthermore, all real property valuation may be increased to reflect the inflationary rate, as shown by the consumer price index or comparable data, not to exceed 2% per year, or may be reduced. Article XIII A also permits the reduction of the "full cash value" base in the event of declining property values caused by damage, destruction, or other factors. Article XIII A exempts from the 1% tax limitation any general or special taxes to repay indebtedness approved by the voters prior to July 1, 1978, and required approval by two thirds of the qualified electorate to impose special taxes, while totally precluding the imposition of any additional ad valeram, sales, or transaction tax on real property. In addition, Article XIII A requires the approval of two thirds of all members of beth houses of the State legislature to change any State tax laws resulting in increased tax revenues. On June 3, 1986, California voters approved Proposition 46, which added an additional exemption to the 1% tax limitation imposed by Article XIII A. Under this amendment to Article XIII A, local governments and school districts may increase the property tax rate above 1% for the period necessary to retire new general obligation bonds, if two-thirds of those voting in a local election approve the isiuance of such bonds and the mo~rys raised through the sale of the bonds are used exclusively to acquire or improve real property. A Use of Proceeds~ The Project The proceeds of the Certificates will be applied toward the design and construction of a community recreation center of approximately 26,000 square feet. The recreation center will include a gymnasium, teen areas, kitchen, performing arts room, indoor and outdoor stages, amphitheater, restrooms, a 25 meter pool and parking for 450 vehicles. The Project will be constructed in two phases, The Phase I consists of the design and mass grading of the Project, and the District anticipates that it will open bids for such work in mid-September 1992. Phase II consists of the construction of the Project. Bids for Phase II will be awarded in November 1992, with the work for Phase II beginning in December 1992. The anticipated completion date of the Project is July 4, 1993. 11 A portion of the costs of the Project will be paid from contributions that have been received by the District from the public presently amounting to approximately 00.000. The District antici~ates that '~nother $100,0~ in dona~ions from the public will be received by the time the Project is completed. The moneys from the donations will be used to defray the costs of the design of and the furniture and equipment for the Project. The construction costs for the Project will be paid from the proceeds from the sale of the Certificates, and to the extent that the proceeds are not sufficient to meet such costs, from development impact fees received by the City. The following table summarizes the estimated uses of proceeds from the sale of the Certificates.* Construction and Engineering Costs and Costs of Issuance ...................... /bnderwriter's Discount ................... Subtotal .......................... Less: Other Contributions Toward Project Costs .................... Total Principal Amount of the Certificates ................ . Preliminary; subject to change Under the Installment Purchase Agreement, the District may substitute other improvements for the Project, but only if the District first files with the Corporation and the Trustee a statement of the District (a) identifying the improvements to be substituted and the improvements to the Project to be replaced; and (b) stating that the estimated costs of construction, acquisition and installation of the substituted improvements are not less than such costs for the improvements previously planned. Investment of Proceeds Moneys held by the Trustee in the funds established under the Trust Agreement will, when invested, be invested in investments that constitute permitted investments for the District under the Trust Agreement and applicable law for 12 such moneys. See "~PPENDIX B -- The Trust Agreement" for a discussion of permitted investments. Security and Sources of Payment for the Cert~ficates Each Certificate represents an undivided proportionate interest in the Installment Payments to be made by the District under the Installment Purchase Agreement. The Corporation, pursuant to the Assignment Agreement, will assign certain of its rights under the Installment Purchase Agreement, including its right to receive Installment Payments from the District, and its remedies under the Installment Purchase Agreement, to the Trustee for the benefit of the Owners of the Certificates. The Installment Payments will be designed to be sufficient to pay, when due, the annual principal and interest due with respect to the Certificates. The obligation of the District to make Installment Payments does not constitute an obligation of the District for which the District is obligated to levy or pledge any form of taxation or for which the District has levied or pledged.any form of taxation. Neither the Certificates nor the obligation of the District to make Installment Payments constitutes an indebtedness of the City, the State of California or any of its political subdivisions within the meaning of the Constitution of the State of California or otherwise under State law. The Certificates are secured by City-wide Assessments, and unpaid City-wide Assessments constitute a trust fund for the prepayment and payment of the principal and interest with respect to the Certificates. The City- wide Assessments are. pledqed as security for the Certificates on a qross basis. No assessments, other than City-wide Assessments, constitute such security. Under the provisions of the Act, the Assessments will be included annually on the regular property tax bills sent to owners of the Parcels. Such Assessments are to be paid into the Certificate Payment Fund, which will be held by the District and transferred to the Trustee for payment of the principal and interest with respect to the Certificates as they become due and to pay any prepayment price payable with respect to the Certificates. Unpaid Assessments become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do general taxes on real property. The properties upon which the Assessments are levied are subject to the same 13 provisions for sale and redemption as exist for nonpayment of general taxes. See "APPENDIX ~' hereto. The Assessments and penalties thereon constitute a fixed lien against the Parcels until the same are paid. ASuch lien has priority over all private liens and over all fixed special assessment liens which may thereafter be created against the Parcels. Such lien is co-equal to and independent of the lien of any general [and special taxes.] The District has contracted with the County for the County to institute and prosecute actions on the District's behalf in the Superior Court of the State to foreclose the lien of any unpaid Assessment in the event any Assessment is not paid when due. In such action, the real property subject to the unpaid Assessment may be sold at a court foreclosure sale. Effective July 1, 1983, a judgment debtor (property owner) has at least 140 days from the date of service of the notice of levy to redeem the property to be sold. If a property owner fails so to redeem and the property is sold, the owner's only remedy is an action to set aside.the sale, which must be brought within 90 days of the date of sale. If, as a result of such an action, a foreclosure sale is set aside, the judgment is revived, and the Judgment creditor is entitled to interest on the revived judgment as if the sale had not been made. (Section 701.680 of the California Code of Civil Procedure.) The constitutionality of the aforementioned legislation (which repeals the one-year redemption period formerly applicable) has not been tested, and there can be no assurance that, if tested, such legislation will be upheld. PAYMENT OF THE PRINCIPAL, PREMIUM, IF ANY, AND INTEREST WITH RESPECT TO THE CERTIFICATES WILL BE SECURED ONLY BY ASSESSMENTS ASSESSED ON REAL PROPERTY LOCATED WITHIN D I Y , INTEREST FUND, PRINCIPAL FUND T ~ R CONSTITUTE A SOURCE OF PAYMENT WITH RESPECT TO THE CERTIFICATES. FURTHERMORE, THE PROJECT IS NOT ENCUMBERED OR OTHERWISE PLEDGED AS SECURITY FOR THE PAYMENT OF THE PRINCIPAL, PREMIUM, IF ANY, OR INTEREST WITH RESPECT TO THE CERTIFICATES. 14 The assessed valuations for the Parcels in the District for the 1990-91 and 1991-92 property tax years were as follows: ASSESSED VALUATIONS IN THE DISTRICT (Before Deduction of Redevelopsent Incremental Valuation) Did not exist in prior years. Tax Year Local Secured Utility Unsecured Total 1990-91 $2,209,779,590 $82,580 1991-92 2,468,275,977 82,580 -0- $2,209,842,170 133,263,480 2,601,602,037 Secured Tax Charges and Delinquencies are not available. Source: California Municipal Statistics, Inc. 15 The following table sets forth the assessed valuations of the Parcels within the District by land use for the 1991-92 property tax year. aSSESSED VALUATIONS BY LAND USE Cateqory Parcels Assessed Value Residential 4,207 $ 739,976,263 Commercial 215 $ 319,027,610 Industrial 157 $ 277,775,662 Irrigated I $ 72,527 Dry Farm 5 $ 1,351,151 Recreational 6 $ 9,370,823 Institutional 8 $ 14,853,485 Miscellaneous 2 $ 2,811,991 Vacant Land 2,475 $ 390,157,839 Possessory Int. [50] $ 4,172,900 Unsecured [1,858] $ 130,861,211 Unknown 698 $ 136,209,642 TOTALS 7,774 $2,026,641,104 Source: County Assessor Combined Tax Rolls, 1991-92 Property Tax Year Budget and Appropriations ~ Each year the Board of Directors of the District causes a report to be prepared and filed with the Secretary of the District. The report contains descriptions of each parcel of real property within the District and related rates and charges thereto for the upcoming fiscal year. The financial analysis section of the report itemizes the budgets for each of the service levels within the District. Each service level budget estimates the costs, fees, expenditures, surpluses, %eficits, delinquencies and City administration costs for the upcoming fiscal year, as determined by the Board of Directors. The service level budget total is the dollar amount that will be apportioned to each of the non-exempt benefitting parcels within the particular service level. This amount is apportioned by a method and formula which is 16 intended to fairly distribute the service level budget total among all non-exempt parcels in proportion to the estimated benefits to be received by each such parcel from the services and programs provided within the respective service level. The assessments for the District are based on a city-wide levy. All land use codes are equated by using a weighing factor. The formula used to calculate the amount of spread to all parcels starts with the basic equivalent dwelling unit ("EDU"). The EDU is given a value of one (1.0) for a single-family (Land Use Code R01) parcel. From this base, all other occurring non-exempt parcels are equated to the single-family residence using weighing factors to distinguish the different levels of benefit. A minimum assignment of 1.0 EDU per parcel is assigned where the EDU's are computed based on parcel acreage. The formulas utilized in the calculation of the assessments are as follows. FORMULAS J = B + (C x E) + (Dn x F) + (Dn x G) + (Dn x H) + (Dn x I) K =A/J L =KxE M1 = K x F1 M2 = K x F2 N =KxG O =KxH P =KxI The foregoing formulas are based on the legend provided below. LEGEND A - Service Level Budget Total B = Total Single-Family Dwelling Units (SF) C = Number of Multi-Family Dwelling Units (MF) 17 Dn E F1 F2 G H J K L M1 M2 N O P = Acres of Vacant Residential (Greater than one acre), Non-residential Agricultural, Commercial and Industrial (Improved) and Vacant Commercial, Industrial, and Other - Weighing Factor for Multi-Family Residential Parcels Weighing Factor for Vacant Residential (YR) (Greater than one acre) Weighing Factor for Vacant Residential (YR) (Less than one acre) Weighing Factor for Agricultural Weighing Factor for Commercial and Industrial (Developed) Weighing Factor for Vacant Commercial, Industrial and Other = Total Equivalent Single-Family Dwelling Units = Assessment per Single-Family Assessment per Multi-Family Assessment per Vacant Residential Parcel (YR) (Greater than one acre) Assessment per Vacant Residential Parcel (YR) (Less than one acre) Assessment per Agricultural Acreage Assessment per Commercial and Industrial (Improved) Acreage Assessment per Vacant Commercial, Industrial and Other Acreage (AC) 0.75 2.00 0.50 0.50 6.O0 4.00 Based on the foregoing formulas, the assessments for non-exempt Parcels within the District for the 1992-93 fiscal year have been calculated to be as follows: 18 1992-93 ASSESSMENTS TyDeof Property Single Family Residential Multi-Family (apartments, condominiums, mobile homes) Residential Vacant Agricultural Non Residential (improved) Non Residential (vacant) Assessment $58.30/unit $43.74/unit $116.60/acre $ 29.16/acre $349.80/acre $233,20/acre Source: Muni Financial Services, Inc. The 1992-93 assessments include the amounts necessary to pay debt service on the Certificates. The District anticipates that the foregoing assessments will not be increased unless services rendered by the District to the Parcels are increased. Prior to incorporation of the City, the Parcels within the District were within the boundaries of a County service area (the "County Service Area") and therefore were subject to County assessments for certain services rendered and benefits provided by the County to those Parcels. The County Service Area was formed in 1985, and the Parcels have therfore been subject to assessment levies since that time. After incorporation of the City, the District assumed many of the duties and inherited many of the powers of the County with regard to the Parcels. Although the boundaries of the County Service Area and the District are not coterminous, and the District has been broken down into numerous service areas, the following table provides an indication of the amount of assessments that the owners of the Parcels that were once within the County Service Area ha~e paid in prior years. 19 COUNTY SERVICE AREA ASSESSMENTS [To be completed by the City. ] 1989-90 1988-89 1987-88 Type of Proi)erty Assessmellts Assessments Assessments Single Family $ /unit $ /unit $ /unit Residential Multi-Family $ /unit $ /unit $ /unit (Apartments, Condominiums, Mobile Homes) Residential $ /unit $ /unit $ /unit Vacant Agricultural $ /unit $ /unit $ /unit Non Residential $ /unit $ /unit $ /unit (ImproVed) Non Residential $ /unit $ /unit $ /unit (Vacant) Source: Title to the Project ~The real property on which the Pro~ect will be built was deeded to the City from the County in connection with the incorporation of the City. The City will continue to own the underlying real property, but will grant the District an easement for use of the site. The Property is not pledged as security for payment of interest or principal with respect to the Certificates. "See THE SECURITIES BEING OFFERED -- Security and Sources for Payment for the Certificates" herein. Form of Securities See "THE SECURITIES BEING OFFERED -- The Certificates" herein for a discussion of the form in which the securities will be delivered. 2O CERTIFICATE OWNERS w RISKS Genera 1 In order to provide for the payment of debt service on the Certificates, it is necessary that unpaid Assessments be paid in a timely manner. Although the unpaid Assessments constitute fixed liens on the Parcels assessed, they do not constitute a personal indebtedness of the respective owners of such parcels. There is no assurance that the owners will be financially able to pay the Assessment or that they will pay the Assessment even though financially able to do so. Failure by owners of the Parcels to pay Assessments when due or the inability to sell the Parcels at foreclosure proceedings for amounts sufficient to cover delinquent Assessments levied against such parcels would result in the inability to make full or punctual payments of debt service to the Owners of the Certificates. The District has not undertaken to assess the financial condition of the current owners of any of the Parcels or the likelihood that they will pay or will be able to pay their share of the Assessments when due, and expresses no view concerning these matters. Bankruptcy and Similar Laws; Resolution Trust Corporation If any owner of a Parcel files bankruptcy, absent available funds there could be a delay in payment of Assessments, as such bankruptcy filing would delay the County's superior court foreclosure proceedings on behalf of the District. Moreover, amounts received upon foreclosure sales may not be sufficient fully to pay delinquent Assessments. The County's ability to foreclose the lien of delinquent Assessments on behalf of the District is limited with regard to properties in which the Federal Deposit Insurance Corporation (the "FDIC") or the Resolution Trust Corporation (the "RTC") has an interest. On June 10, 1991 an RTC Statement of Policy Regarding the Payment of State and Local Real Property Taxes (the "Policy Statement") was released to the public. The FDIC has adopted a substantially identical policy. The Policy Statement applies to the RTC when it is liquidating assets in its corporate and receivership capacities. The Policy Statement does not apply when the RTC is acting as conservator or with respect to a subsidiary of a receivership. The Policy 21 Statement provides that real property owned by the RTC is subject to state and local real property taxes only if those taxes are assessed according to the property's value and that the RTC is immune from real property taxes assessed on any basis other than property value. According to the Policy Statement, the RTC will pay its property tax obligations when they become due and payable and will pay claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly administration of the institution*s affairs, unless abandonment of the RTC's interest in the property is appropriate. The RTC will pay claims for interest on delinquent property taxes owed at the rate provided under state law. The RTC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts. If any property taxes (including interest) on RTC owned property are secured by a valid lien (in effect before the property became owned by the RTC), the RTC will pay those claims. The Policy Statement further provides that no property of the RTC is subject to levy, attachment, garnishment, foreclosure or sale without the RTC's consent. In addition, the RTC will not permit a lien or security interest held by the RTC to be eliminated by foreclosure without the RTC*$ consent. The Policy Statement is unclear as to whether the RTC considers special assessments, such as those levied by the District, to be "real property taxes" which it intends to pay. The Policy Statement provides: "The [RTC] is only liable for state and local taxes which are based on the value of the property during the period for which the tax is imposed, notwithstanding the failure of any person, including prior record owners, to challenge an assessment under the procedures available under state law. In the exercise of its business judgment, the [RTC] may challenge assessments which do not conform with the statutory provisions, and during the challenge will generally pay tax claims based on the assessment level deemed appropriate. The [RTC] will generally limit challenges to the current and immediately preceding taxable years and to the pursuit of previously filed tax protests. However, the [RTC] may, in the exercise of its business judgment, challenge any prior taxes and assessments provided that (1) the [RTC's] records (including appraisals, offers or bids received for the purchase of the property, etc.) indicate that the assessed value is clearly excessive, (2) a successful challenge will result in a substantial savings to the [RTC], (3) the challenge will not unduly delay the sale of the property, and (4) there is a reasonable likelihood of a successful challenge." 22 The District is unable to predict what effect the application of the Policy Statement would have in the event of a delinquency with respect to a Parcel in which the FDIC or the RTC has an interest, although prohibiting the lien of the FDIC or the RTC to be foreclosed on at a judicial foreclosure sale would likely reduce the number of or eliminate the persons willing to purchase such a parcel at a foreclosure sale. Owners of the Certificates should assume that the County will be unable to foreclose on behalf of the District on any Parcel owned by the FDIC or RTC. Such an outcome would perhaps ultimately cause a default in payment of the Certificates. The District has not undertaken to determine whether the FDIC or the RTC currently has, or is likely to acquire, any interest in any of the Parcels, and therefore expresses no view concerning the likelihood that the risks described above will materialize while the Certificates are outstanding. The various legal opinions to be delivered concurrently with the delivery of the Certificates (including Special Counsel's approving legal opinion) will be qualified, as to the enforceability of the various legal instruments, by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally. Factors That May Affect Land Development and Value As of the 1991-92 property tax year, approximately 32% of the Parcels consisted of unimproved property. There can be no assurance that any further improvement or development of the Parcels will occur. The construction of improvements (other than the Project) on any Parcel that is currently unimproved may be adversely affected by changes in general economic conditions, fluctuations in the real estate market, changes in ownership of the land and other factors. In addition, construction of improvements on the Parcels will be subject to existing and future federal, state and local regulations. Approval may be required from various public agencies in connection with the design, nature and extent of improvements, or such matters as land use and zoning. Failure to meet any such existing or future regulations or obtain any such approvals in a timely manner could delay or adversely affect the improvement of the Parcels. 23 ~t~e ~d~tedn~s At present, a majority of the acres comprising the Parcels is undeveloped. To develop these parcels, their current or future owners nay require financing that would increase. the public or private debt for which these Parcels would be security. Such debt and any additional debt could reduce the ability or desire of the owners of these Parcels to pay the Assessments as they become due. See also ,,THE SECURITIES BEING OFFERED -- Security and Sources for Payment of the Certificates" herein. DESCRIPTION OFT HE DISTRICT The District was established on December 1, 1989, under the Act and the laws of the State of California. The District's boundaries are coterminous with the boundaries of the City. Covering approximately 26 square miles, the District is located in southern California, approximately 85 miles southeast of Los Angeles and 60 miles north of San Diego. As permitted by the Act, the principal officers of the District are appointed by the City Council. The City Council has appointed itself as the Board of Directors for the District. The members of the District's Board of Directors and their respective terms are set forth in the following table. BOARD OF DIRECTORS OF THE DISTRICT Member Ronald J. Parks J. Sal Munoz Peg Moore* Patricia H. Birdsall Karel Lindemans Position President Vice President Director Director Director Term Expires November, 1994 November, 1992 November, 1992 November, 1994 November, 1992 , Will not serve for a subsequent term. 24 The District is governed by the Board of Directors, which sets the programs, services and capital development to be provided by the District. Policy and program decisions are made pursuant to ordinances, resolutions or motions passed or effective only upon an affirmative vote of a majority of the members of the Board of Directors. The District currently employs 17 individual~, none of whom belong to unions or other collective bargaining The District is responsible for the (1) service, operation, maintenance, improvement and administration of the community park system, recreation facilities, services and programs; (2) service, operation, maintenance, energy and administration for all arterial street lighting and medians (',Service Level A"); (3) service, operation, maintenance, energy and administration for all local street lighting within recorded subdivisions (-Service Level B"); (4) service, operation, maintenance, improvements and administration for all perimeter landscaping and slope maintenance within recorded subdivisions (,,Service Level C"); and (5) recycling program and refuse collection for all detached single-family residential homes ("Service Level D"). Excluding the Project, there are seven parks or recreational facilities within the District. In addition, the District services 13,817 parcels in Service Level A, 6,239 parcels within Service Level B, 3,269 parcels within Service Level C, and 7,858 residences within Service Level D. The revenue to supportAthe services provided by the District in Service Levels A through D is obtained through the levy and collection of benefit assessments which are in addition to the Assessments, on certain real p~Dertv located within the District. Such assessments are collected on the tax roll in the same manner and time as general taxes. Other governmental entities, such as the State of CaIifornia, the County~ various school districts, water and other districts also provide various levels of service within the District. For example, the County provides police and fire protection within the Distri~4, as well as library services. In addition, the District receives 25 services from the Western Municipal, Eastern Municipal, Elsinore Valley Municipal, Rancho California and Murrieta County Water Districts. Because the boundaries of the District and the City are coterminous, certain demographic and other background information pertaining to the City provided in4"APP~NDIX A" hereto is also relevant to the District. ~ DESCRIPTION OF THE CORPORATION The Corporation was incorporated as~non-profit public benefit corporation under the laws of the State of California on , 1992. The Corporation was formed for the sole purpose of providing assistance to the A~itv. its special districts and related entities in financing pro~&cts for those entities. ~_he City Council also serves as the Corporation's Board of Directors. DEBT STRUCTURE Other Indebtedness of the District The District has not incurred any debt that is senior to or on par with debt service for the Certificates. The only other indebtedness of the District consists of a sinqle lease obliqation. Payments with respect to the e~ase obligation amounted to approximately $10,200 for t~e fiscal t principal amount of such indebtednessawas approximately $22,693. Limitations on ~iditional Debt The District is to pay the Installment Payments from the Revenues. Under the Installment Purchase Agreement, the District's ability to enter into obligations subordinate to such agreement is not limited. It is entitled to create parity obligations ~n the nature of bonds or contracts, however, only if: (1) The Revenues for the most recent audited fiscal year preceding the date of adoption by the Board of Directors of the District of the resolution authorizing the issuance of such bonds or the date of the execution of such contract, as the case may be, will have produced a sum equal to at least 125% of the Debt Service (as defined in the Installment Purchase Agreement) for such fiscal year (see "APPENDIX B" hereto)~ and (2) The Revenues for the most recent audited fiscal year preceding the date of the execution of such contract or the date of adoption by the Board of Directors of the District of the resolution authorizing the issuance of such bonds or the date of execution of such contract, as the case maybe, including adjustments to give effect as of the first day of such fiscal year to increases or decreases in fees, rates and charges of the District approved and in effect as of the date of calculation will have produced a sum equal to at least 125% of Debt Service which would have accrued had such contract been executed or bonds been issued at the beginning of such fiscal year. Debt Service The principal and interest payable with respect to the Certificates, including principal payable as regularly scheduled prepayments, is set forth below. ANNUAL DEBT SERVICE SCHEDULE FOR THE CERTIFICATES Year Ending October 1 Principal Interest Total $ $ $ In addition, under the Installment Purchase Agreement, the District has covenanted and agreed to adopt all ordinances and resolutions necessary in each year to ensure, to the extent possible, that Revenues to be collected in the ensuing fiscal year will be equal to no less than 125% of Debt Service for such fiscal year. Direct and Overlapping Debt The direct and overlapping debt applicable to the District, excluding the Certificates, is set forth on the following schedule. DIRECT AND OVERLAPPING DEBT SC~ff~Ia~ 1991-92 Assessed Valuation| $2,097,393,373 (after deducting $50&,208,664 redevelopsent incremental valuation) DIRECT AND OVERLAPPING BONDED DEBT: % AppliCable Debt 10/1/92 RIverside County Building Authorities Riverside County Board of Education Certificates of Participation Riverside County Free Library Authority 6.423 Metropolitan Water District 0.280 Eastern Municipal Water District, I.D. ~25 IO0. Eastern Municipal Water District, I.D. #U8 90.757 Temecula Unified School District and Certificates of Participation 71.073 Hemet Valley Hospital District 2.666 Rancho California Water District Certificate~ of Participation 42.365 Rancho California Water District, Rancho Division 64.889 Rancho California Water District, Santa Rosa Division 4.954 Rancho California Water District Community Facilities District t88-3 100. Riverside County Community Facilities District ~88-12 100. RIverside County Assessment Districts ~155, 156, 159 & 161 Temecula Community Services Dlstrlct Temecula Community Services District 1915 Act Bonds 3.901% $ 20,619,887 3.901 935,737 28,582 1,910,818 130,000 8,535,696 26,014,98( 64,165 84,886,450 8,841,126 805,520 8,185,000 18,325,000 48.320-1OO. 100. 100. 71,878,909 4,500,000 (1: TOTAL GROSS DIRECT AND OVERLAPPING BONDED DEBT 1255,661,856 (2: Less: Rancho California Water District self-supporting Certificates of Participation 77,132,028 TOTAL NET DIRECT AND OVERLAPPING BONDED DEBT $178,529,828 (1) Excludes Certificates to be sold. 28 (2) Excludes tax and revenue anticipation notes, revenue, mortgage revenue and tax allocation bonds and non-bonded capital lease obligations. Ratios to Assessed Valuation~ Direct Debt ............... -- Z Total Cross Debt .......... 12.19Z Total Net Debt ............ 8,51Z State School Bulldinx Aid Repayable As Of 6/30/92= $0 ($350) Source: California Nunicipal Statistics, Inc. 29 ICetrain Information Concernin~ Overlapping Debt [City to provide average debt per District resident.] [City to provide average debt expressed as a percentage of total assessed valuation of taxable real and personal property in ~he District.] [City to provide average debt per District resident expressed as a percentage of per resident income.] Legal Debt Limits; Tax limit The Act limits the amount of funded indebtedness that the District may incur. Except for the issuance of revenue bonds and general obligation bonds under certain circumstances, the District's funded indebtedness cannot exceedS percent of the assessed valuation of all real and personal property situated within the District. This limitation only applies to indebtedness which is to be paid by an ad valorem tax on real property. The Act further limits the annual property tax rate to one dollar per one hundred dollars of assessed valuation of all taxable property within the District, unless otherwise approved by a majority of the District's electors. This limitation does not prevent a community service district having a validly contracted general obligation bonded indebtedness from levying and collecting taxes for the payment of such indebtedness and the interest thereon, in addition to the taxes authorized to be levied and collected on the basis of an annual property tax. BASIC DOCUMENTATION For a description of the Trust Agreement, Installment Purchase Agreement and Assignment Agreement relating to the Certificates, see ,'APPENDIX A" hereto. FINANCIAL INFORMATION The audit performed by KPMG Peat Marwick ("KPMG") of the City's general purpose financial statements as of June 30, 1991 included an audit of the District's financial statements. According to KPMG's Independent Auditor's Report dated October 15, 1991, such financial statements "present fairly, in all material respects, the financial position of the City as of June 30, 1991, and the results of its operations and the cash flows of its proprietary fund type for the year then ended in conformity with generally accepted accounting principles." 3O The following table provides the actual fiscal 1991-92 expenditures by the District and comparable budqeted amounts for the 1992-93 fiscal year. , DISTRICT EXPENDITURES Actual Budgeted FY 1991,92 FY 1992-93 Salaries and Benefits Supplies and Services Capital Outlay--Vehicles and Equipment Capital Outlay--Park Improvements Operating Transfer Out--Debt Service Operating Transfer Out--Capital Projects Total 688,766 677,058 706,776 1,148,896 59,739 7,620 170,275 505,000 332,000 1,957,556 2,338,574 Source: Finance Department of the City 31 The following table provides changes balance of the District for 1990-91, 1991~92 changes in the fund balance for ~92-9~. A CHANGES IN FUNDBAXANCE OF THEDISTRICT in the fund and projected Revenues Expenditures Revenues Over Expenditures Fund Balance, July 1, 1992 Fund Balance. June 30, 1993 Reserves: Reserve for Economic Uncertainty /Contingencies $ 2,338,57~ (2.338.57~) -0- 568,981 568,981 233,857 Unreserved Fund Balance $ 335.124 Source: Finance Department.of the City 32 LEGaL MATTERS No Litigation According to District Counsel, there is no action, suit or proceeding knovn to be pending or threatened, restraining or enJoining the execution or delivery of the Certificates, the Trust Agreement, the Installment Purchase Agreement or the Assignment Agreement or in any way contesting or affecting the validity of the foregoing or any proceedings of the District taken with respect to any of the foregoing. Receipt of an opinion to this effect will constitute a condition to the Underwriter's obligation to purchase the Certificates. Opinion of Special Counsel Brown & Wood, Special Counsel, will render an opinion with respect to the validity and enforceability of the Trust Agreement, Installment Purchase Agreement and Assignment Agreement against the District and the Corporation, as applicable, and as to the validity of the Certificates. Copies of such approving opinion, in substantially the form of "APPENDIX C" hereto, will be available at the time of ~elivery of the Certificates. Tax Exemption In the opinion of Brown & Wood, Los Angeles, California, Special Counsel, based on existing statutes, regulations, rulings and judicial decisions~an~ assuming '%ontinuing compliance by the District with certain covenants in the documents pertaining to the Certificates and requirements of the Internal Revenue Code of 1986, as amended, regarding the use, expenditure and investment of Certificate proceeds and the timely payment of certain amounts to the United States Treasury, the portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the Owners is not includable in the gross income of the Owners for purposes of federal income taxation. Failure to comply with such covenants and requirements may cause the portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the Owners to be includable in gross income retroactively to the date of issue. The portion of each Installment Payment due under the Installment Purchase Agreement designated as and 33 comprising interest and received by the Owners will not be treated as an item of tax preference in calculating the alternative minimum taxable income of individuals or corporations; however, the portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the Owners will be included as an adjustment in the calculation of corporate alternative minimum taxable income and may, therefore, effect a corporation's alternative minimum tax and environmental tax liabilities. Ownership of tax-exempt obligations may result in collateral income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, certain foreign corporations doing business in the United States, certain S Corporations, and taxpayers that may be deemed to have incurred or continued indebtedness to purchase or carry tax- exempt obligations. Special Counsel expresses no opinion regarding any collateral federal income tax consequences and, accordingly, prospective purchasers of the Certificates should consult their tax advisors as to applicability of any such collateral consequences. In the further opinion of Special Counsel, interest with respect to the Certificates is exempt from present State of California personal income taxes. The form of opinion of Special Counsel is attached hereto as "APPENDIX C" hereto. MISC~-~NEOUS Ratings Moody's Investors Service has given the Certificates the rating of" "and Standard & Poor's corporation has assigned the Certificates the rating of " ." Such ratings reflect only the views of such organizations, and an explanation of the significance of such ratings may be obtained from each rating agency. The District furnished to the rating agencies certain information and materials concerning the Certificates and the District. Generally, rating agencies base their ratings on such information and materials and on investigations, studies and assumptions made by the rating agencies themselves. There is no assurance that such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by such rating agencies, if in the judgment of such rating agencies, circumstances so warrant. Neither the District nor the Underwriter have undertaken any responsibility to bring to 34 the attention of the Owners of the Certificates any proposed change in or withdrawal of the ratings or to oppose any such proposed revision or withdrawal. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Certificates. The Underwriter The Certificates are being purchased by Sutro & Co. Incorporated (the "Underwriter"). The Underwriter has agreed to purchase the Certificates at s price of provides that the Underwriter will Certificates if any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in such agreement, the approval of certain legal matters by counsel and certain other conditions. The Underwriter may offer and sell the Certificates to certain dealers and.others at a price lower than the offering price stated on the cover page hereof. The offering price may be changed from time to time by the Underwriter. Financial Advisor Fieldman, Rolapp & Associates has acted as financial advisor to the District in connection with the execution, sale and delivery of the Certificates.and will receive compensation from the District for its services.4 %nder its letter agreement dated as of , 1992 with the City, Fieldman, Rolapp & Associates will provide services to the City which include, but are not limited to: preliminary surveys of the Project and coordination of financings; attendance at public meetings and conferences; consultation and advice; participation in work sessions and seminars; furnishing the City with information concerning current municipal securities market conditions and making recommendations as to the technical details of the financing; negotiation of the sale of the Certificates or providing assistance to the City in calling for competitive bids; working with rating agencies; attendance at and assistance in the coordination of the closing; computation of closing figures; furnishing a table of debt service setting forth actual semiannual and annual payments of principal and interest with respect to the Certificates; and assistance with the ongoing service and administration of the Certificates. 35 Interests of Certain Persons The fees to be paid to Brown & Wood, as Special Counsel, and to Fieldman, Rolapp & Associates, as financial advisor to the District, are contingent on the successful sale and delivery of the Certificates. Additional Information References are made herein and in the Appendices hereto to certain documents which are brief summaries thereof and which do not purport to be complete or definitive, and reference is made to such documents for a full and complete statement of the contents thereof. Copies of the Trust Agreement, Installment Purchase Agreement and Assignment Agreement, and other documents and information, are available upon request and upon payment to the District of a charge for copying, mailing and handling, from~MarV Jane Henry, 43174 Business Park Drive, Temecula, California 92590~ Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the District and the purchasers or Owners of any of the Certificates. The execution and delivery of this Official Statement has been duly authorized by the District. TEMECULA COMMUNITY SERVICES DISTRICT By: Its: 36 v10333 [ 12687] O0000new GENEI~,L INFOR!~TION RE~xtDII~ THE CITY OF TE~E~ THE CITY HAS PROVIDED THE FOLLOWING DATA AS GENEI~ BACKGROUND INFOI~w~TION ONtY. NEITHER THE FAITH ~d~D C~EDIT NOR THE TAXING POWER OF THE DISTRICT, THE CITY, THE COUNTY, THE STATE OF CK~IFOI~IA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL, PREMIUM, IF ANY, OR INTEREST WITH RESPECT TO THE CERTIFICATES. General Information Following a vote by the residents thereof, the City was incorporated under the general laws of the State of California on December 1, 1989. The City covers approximately 26 square miles, and is located in southern California approximately 85 miles southeast of Los Angeles and 60 miles north of San Diego. The City is bisected by Interstate 15, which directly connects the City with San Diego, and Interstate 10, which connects the City with Los Angeles. Interstate 15 also directly connects with Highway 91 leading to Orange County and Interstate 215 leading to San Bernardino County. The City operates under a Council-Manager form of government. The Council of the City (the "City Council") appoints the City Manager, who heads the executive branch of government, implements City Council directires and policies, and manages administrative and operational functions through various department heads, who are appointed by the City Manager. The members of the City Council, the expiration dates of their terms, and key administrative personnel are listed below in Table A-1 and Table A-2. Member Patricia H. Birdsall Karel F. Lindemans Peg Moore, J. Sal Mufioz Ronald J. Parks TABLEA-1 CITY OF TEMECULA CITY COUNCIL MEMBERS Position Mayor Mayor Pro Tem Councilmember Councilmember Councilmember · Will not run for re-election. Term Exl~ires November, 1994 November, 1992 November, 1992 November, 1992 November, 1994 A-1 TABLE/%-2 CITY OF TEMECULA KEY ADMINISTRATIVE P~RSONNEL Nam Position David F. Dixon Scott F. Field Mary Jane Henry Tim D. Setlet June S. Greek City Manager City Attorney Finance Officer Director of Public Works City Clerk The City budgeted for 95 full-time employees for the 1992-93 fiscal year. The City's police and fire department services are provided by the County and include 31 sworn police officers and 31 fireman. The City is serviced by one police station and two fire stations. [During fiscal 1990-91, the City Council elected to supplement the basic levels of police and fire services provided by the County to achieve optimum response times and service levels.] Other governmental entities, such as the State of California, the County, various school, water and other districts, also provide various levels of service to the city. Climate Warm summers and moderate winters are typical of the overall climate of the City. Annual average tempe[atures range from 80.5 degrees fahrenheit to a minimum of 46.3 degrees fahrenheit. Annual average precipitation is 11.58 inches. Population The community's population in 1980 was 8,324 and has grown in 1992 to approximately 35,650, an increase of 76 percent. A summary of the community's population and the State's population for the past five years is shown below in Table A-3. A-2 TABLE A-3 CITY OF TENZCOLX AND STATE OF C&LIFORNIA POPOI~TION 1988-92 The City The State Year of Temecula of California 1992 35,650 1991 32,000 30,351,000 1990 31,551 29,558,000 1989 N/A 28,701,000 1988 N/A 27,995,100 Housinq The City's residents are offered a broad range of housing options from apartments to luxury custom homes. The median housing price as of was $192,000. Education According to a report issued in August 1990 by , the Temecula Valley Unified School Distr't~ (the ,,School District") is one of the fastest growing school districts in the State of California. The total number of students in the School District jumped from approximately 6,000 students at to 9,000 students at the end of the 1991 school year. The School District encompasses five elementary schools, two middle schools, one high school and one continuation school. The University of California, Riverside has opened an extension center in the City, and Mr. San Jacinto Community College has opened a new campus ten miles north of the City to serve the community's growing population. Industry Table A-4 lists the major employers within the City and the estimated number individuals employed by each as of June 30, 1992. A-3 TABLE A-4 CIT~ OF TEMECUIA LARGEST EMPLOYERS BY NUMBER OF EMPLOYEES as of aune 30, 1992 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. Employer Advanced Cardiovascular System Temecula Valley Unified School District International Rectifier (Hexfet America) Hudson Respiratory Care, Inc. Professional Hospital Supply Bianchi Leather Products Banks and Savings and Loans Target Temecula Creek Inn Golf Resort Borg Warner Corporation Opto 22 Ranpac Engineering General Dynamics Rancho California Water District Lucky Stores Rancon Financial Albertsons Stater Brothers Milgard Mfg. Doubletree Suites Vons Companies, Inc. Number of Employees 750 675 600 400 250 225 223 220 197 183 180 150 140 127 120 110 100 100 70 60 Source: Temecula Chamber of Commerce A-4 The following Tables A-5 and A-6 list the major manufacturing and non-manufacturing employers in the City and surrounding area by number of employees. TABLE A-5 CITY OF TEMECulaAND S~RROD)DING AREA MAJOR MANUFACTURING EMPLOYERS BIDlover Approziaate of Employees-1991 Type of Business Advanced Cardiovssculsr Systems Rudson Oxygen Company International Rectifer Professional Hospital Supply Blanchi Leather Products Borg-Warner Mechanical Seals Opto 22 General Dynamics California Curves, Inc. AhamTor (ATI) Mllgard Manufacturing American Industries Plant Equipment 750 400 600 250 225 183 180 140 120 98 87 85 75 Medlcal Devlces Therapy Equipment Semi Conductors Medical Supplies Leather Goods Pump Parts Semi Conductors Defense Television Cabinets Heat SlnKs Dual Claze Windows & Doors Remanufacturer Auto ParCs Telephone Equipment Source: City of Temecula A-5 TABLE A-6 CrTY OF TEMECULA AND SURROUNDTNG AREA MAJOR NON-MANI~ACwr0RTNG EMPLOYERS EmploYer Approzimate ~o- of gmnloyees-1991 Temecula Unified School District Von's, Stater Bros., Albertson's Lucky's and Hu2hes Narkets Inland Valley Hospital Various Banks and Savings & Loans Target Stores Abraham Administrative Center Temecula Creek Inn Ranpac Engineering Corporation Rancho California Water District Rancon Financial U.S. Border Patrol T~pe of Business 675 Education 522 Grocery Stores 386 Nedical 223 Financial 220 Retail 200 Government 197 Hotel 150 Engineering 130 Utility I10 Developer 77 Government Source: City of Temecula Agriculture The City's climate and soil are particularly favorable for growing avocados, grapes and citrus crops, and there are currently 20 agricultural managements firms in the area. These firms manage agricultural production for thousands of acres of land owned by individual investors, partnerships and corporations oftentimes combining many small and medium sized parcels of land and operating them as if they were one large ranch to take advantage of certain economies of scale. A substantial wine industry has also developed in the City and its surrounding areas. Approximately 4,000 acres of land are planted with grapevines, and there are currently 12 local wineries that produce wine with grapes grown in the Temecula area. The following Table A-7 sets out the leading crops produced in the City. [Table to come from Fieldman, Rolapp & Associates or the City.] A-6 Commercial Activity The City's economic base is anchored by a number of companies that specialize in biomedical technology and supplies, high technology controls and semi-conductors. The City's retail base has been growing and during fiscal 1990-91, a 429,175 square foot regional retail center was opened. Another 273,584 square feet of retail space was occupied in fiscal 1991-92. Temecula is also home to twelve auto dealers including Honda, Toyota and Nissan. Table A-8 shows historical retail sales for certain types of businesses. [Table to come from Fieldman, Rolapp & Associates or the City.] Construction Activity In 1991, the City issued building permits valued in excess of $ . [to come from Fieldman, Rolapp & Associates or the City] City Financial Information Financial Records. The City's financial records for general governmental operations are maintained on a modified accrual basis, with revenues recorded when available and measurable, and expenditures recorded when services or goods are received and the liability incurred. Management of the City is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the City are protected from loss, theft or misuse and to ensure that adequate accounting data are compiled so that the City's financial statements can be prepared in conformity with generally accepted accounting principles. The internal control structure is designed to provide reasonable, but not absolute, assurance that the foregoing objectives are met. The concept of reasonable assurance recognizes that: (1) the cost of the control should not exceed the benefits likely to be derived; and (2) the valuation of costs and benefits requires estimates and Judgments by management. Budgetary Policy and Control. The City Council anndally adopts a budget by resolution. The City's Finance Officer is responsible for preparing the budgets for each fund in accordance with the fund's basis of accounting and is also responsible for implementing the budget after adoption. All appropriations lapse at year end. The City A-7 Manager has the legal authority to transfer operating budget appropriations within a budgetary department provided that total appropriations for a department are not changed. Changes to total departmental appropriations require approval of the.City Council. The City maintains budgetary controls to ensure compliance with legal provisions embodied in the annual budget adopted by the City Council. The level of budgetary control (that is, the level at which expenditures cannot legally exceed the appropriated amount) is established by department. Tables. Tables A-9 through A-11 have been prepared by the City Finance Department from audited financial statements. Table A-9 presents the general revenues to the City by source since incorporation. TABLE A-9 GENERAL GOV~I~NM~NT REVENUES BY SOURCE (From Incorporation) Source Taxes Licenses and permits Intergovernmental Charges for service Fines and forfeitures Use of money and property Annexation fees Other Total Revenues 1991 7,931,203 1,470,552 3,000,442 8,025,496 145,813 511,522 8,400 112,159 $21,205,587 1990 (7 months only) $1,741,086 45,661 1,040,796 185,055 7,220 48,873 9,600 57,078 $3,135,369 Note: Includes all governmental fund types Source: City Finance Department A-8 Table A-10 presents the general governmental expenditures by function from incorporation. TABLEA-10 GENERAL GOVERNMENTALEXPENDITURES BY FUNCTION FROM INCORPORATION Function General government Public safety Public works Community development Community services Capital outlay Total Expenditures 1990 1991 (7 months only) 1,919,700 $ 615,152 2,927,974 97,414 515,247 7,920 4,293,252 195,590 1,132,293 346,330 1,284,520 82,579 $12,072,986 $1,344,985 Note: Includes all governmental fund types Source: City Finance Department Table A-11 shows the assessed value of taxable property for the year ended June 30, 1991. TABLEA-11 CITY OF TEMECULA ASSESSED AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY FOR THE YEAR ENDED aTJNE 30, 1991 (Values In Thousands) Fiscal Total Exemptions Hat Tear Secured and Veteran Assessed Taxes Unsecured Church, etc. Value 199! S2,228,686 $(8,108) $2,220,578 Net Total heaplions assessed Hoseowners Value Estismted Actual Value $(27,927) $2,192,651 $2,192,651 Source: Riverside County Assessor's Office A-9 Construction, Bank Deposits, and Property Values. Construction, bank deposits and property values within the City for the year ended June 30, 1991 are set forth in the following Table A-12. TABLEA-12 CONSTRUCTION, BANK DEPOSITS, AND PROPERTYVALU~ FORTBE YEAR ENDEDJ13NE 30, 1991 (Value In Thousands) Cossercial Xasideatial Best Property Construction Construction iknosits Values (i) (a) (2) Fiscal Number Year of Units Value Number of Units Value lk~osits Comsercial Residential 1991 181 $17,3&6 387 $6,~07 N/A (2) $1,270,735 $1,353,396 Source: (1) City Building end Safety Department (2) 199! data unavailable (3) County Land Use Statistical Recap Repor= Principal Taxpayers The City's principal taxpayers as of June 30, 1991 and their 1991 assessed value are set forth in Table A-13 below: A-10 TABLE A-13 CITY OF TEMECULA PRINCIPAL TAXPAYERS as of Jth'ie 30, 1991 10. Taxpayer Kancho California Development Co. International Rectifier Corp. Advanced Cardiovascular Systems, Inc. Taylor Woodrow Homes Calif. Ltd. Eli Lilly & Company Rancho Regional Shopping Center Inc. Bedford Development Co. Acacia Construction Inc. First Prudential Corp. Margarlta Village Development Co. Type of Business Real Estate Dev, Hanufacturer Manufacturer Real Estate Dev. Pharmaceutical Shopping Center Dev. Real Estate Day. Construc:lon Real Es:ate Dev./ Holding Co. Real Estate Dev. 1991 Assessed Valuation (in thousands) $126,570 57,9~2 45,107 25,567 22,502 21,066 18,663 16,762 16,561 16,190 $366,930 Percentale of Total Assessed Valuation 5.681 2,60Z 2.021 1.012 0.95Z 0.8~1 0.75I 0.7~Z 0.731 16.~6~ Source: Riverside County Assessor's Office A-11 APPENDIX B SUMMARY OF THE [To come from Brown & Wood. ] ~PPENDIX C PROPOSED FORM OF OPINION OF SFECL~ COUNSEL [To come from Brown & Wood. ] ITEM NO. 3 TO: CITY OF TEMECULA AGENDA REPORT BOARD OF DIRECTORS FROM: DATE: DAVID F. DIXON, CITY MANAGER SEPTEMBER 22, 1992 SUBJECT: LOMA LINDA PARK SITE PROJECT PREPARED BY: ~ RECOMMENDATION: SHAWN D. NELSON, COMMUNITY SERVICES DIRECTOR That the Board of Directors: 1. Approve the master plan for the Loma Linda Park Site. Award contract to Lewis Valley Contractors, Inc. for $24,920 to provide site grading and install concrete walking paths subject to receipt of title policy for the park site. Award contract to Mentone Turf Supply for $57,000 to install an irrigation system for the site subject to receipt of title policy for the park site. DISCUSSION: The City of Temecula entered into an agreement to receive a donation of an approximate 2.9 acre park site divided into four (4) parcels located in the Rainbow Canyon area. Unfortunately, prior to the formal dedication of the property, one of the owners (Silverwood) abandoned the project and several liens were placed on the property. The City is now in the process of obtaining clear title for the property, which should be complete in the next few weeks. In the meanwhile, staff has been proceeding with the development of the park site. The City Council has already approved through the City's Capital Improvement Program that 8200,000 be appropriated to complete improvements for Phase I of this project. The improvements for Phase I include installing an irrigation system, planting of grass and landscaping improvements, installing concrete walking paths, developing tot lot areas, and establishing picnic areas throughout the park site. Future phased improvements will include developing additional tot lot and picnic areas in the park. Staff received three bids for the design and installation of an irrigation system for the park site. Mentone Turf submitted the lowest, qualified bid at $57,000. Staff also received three bids for grading the park site and installing concrete walking paths. The lowest, qualified bid was submitted by Lewis Valley Contractors, Inc. at $24,920. Staff is recommending that Mentone Turf and Lewis Valley Contractors, Inc. be awarded a contract to provide their respective services. The City is also in the process of receiving bids for the planting of the landscaping improvements and installation of tot lot areas to complete Phase I of the project. These bids will be considered by the Board of Directors at a later date. The master plan for the Loma Linda Park Site was reviewed and approved by the Parks and Recreation Commission on September 14, 1992. A presentation will be made by the Alhambra Group concerning the master plan for this park site. If the master plan is approved by the Board of Directors, staff will proceed with developing Phase I of the improvements once clear title for the property is obtained. FISCAL IMPACT: Cost to provide site grading and install the concrete walking paths is $24,920. Cost to install the irrigation system is $57,000. A budget of $200,000 was approved for this project in the City's Capital Improvement Program for FY 1992-93. CITY OF TEMECULA AGREEMENT THIS AGREI~iENT, made this 29th day of September, 1992, by and between the CITY OF 'I~2~!Y. CULA, a Municipal Corporation,duly organized and existing under and by virtue of the laws of the State of California, hereinafter called the "City" and Lewis Valley Contractors, Inc., hereinafter called the "Principal". WITNESSETH That the Principal, in consideration of the promises of the City hereinafter set forth, hereby agrees to furnish all tools, equipment, hbor and materials necessary to perform and complete in a worklnnnllke manner, all of the work required for the construction of the improvement described in Exhibit A attached hereto. Where Exhibit A describes potions of the work in general terms, but not in complete detail, the latest version of the 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") shah control. Copies of these Standard Specifications are available from the publisher: Building News, Incorporated 3055 Ove~and Avenue Los Angeles, California 90034 (213) 202-7775 Where Exhibit A 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. SECOND: The City, in consideration of the performance of this Contract, agrees to pay the Principal and the Principal agrees to accept in full satisfaction for the work done hereunder the sum of Twenty Four Thousand Nine Hundred and Twenty Dollars ($24,920), in accordance with the bid of the Principal which sum shah be paid to the Principal within the time and in the manner set forth in the Contract documents, final payment to be made within thirty-five (35) days after fig Notice of Completion of said work and improvement with the Riverside County Recorder. ~ AGR-.08 r~vis~l 1/22/92 CITY OF ~CULA AGI~J~]T 2. FOURTH: SIXTH: SEVENTH: Pursuant to the provisions of Section 1773 of the Labor code of the State of California, the City Council has obtained the general prevailing rat 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 f'~e in the office of the City Clerk. Copies may be obtained at cost at the City Clerk's office in Temecula. Principal shall post a copy of such wage rates at the job site and shall pay the adopted prevailing wage rates as a minimum. Principal shall comply with the provisions of Sections 1773.8, 1775, 1776, 1777.15, 1777.6, ad 1813 of the Labor Code. Pursuant to the provisions of 1775 of the Labor Code, Principal 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. Principal agrees to complete the work in a period not to exceed 30 calendar days, commencing with the delivery of Notice to Begin Work by City. Principal, by executing the Agreement, 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 serf-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." 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 Principal alone. Principal agrees to save, indemnify, hold harmless and defend City, its officers, employees, and agents, against any and all liability, injuries, or death of persons (Principal's employees included) and damage to property, arising directly or indirectly out of the obligations herein undertaken or out of the operations conducted by Principal, save and except claims or litigations arising through the sole active negligence or sole willful misconduct of the City. Contractor and subcontractor shall obtain all necessary licenses, including but not limited to City business license. CITY' OF TEMECUIA AGREEM~-~ Page 3. IN WITNESS WHEREOF, the City has caused its corporate name and seal to be hereunto subscribed and affixed by the Mayor and attested to by the City Clerk, both thereunto duly authorized, and the Principal has hereunto subscribed this Contract the day, month and year hereinabove written. CITY OF TEMECULA By: Name: Patricia H, Bridsall Title: Mayor By: Name: Title: A17EST: June S. Greek, City Clerk (Date) APPROVED AS TO FORM: Scott F. Field, City Attorney AGR~8 t~viu~l !/22/92 ~I(XX(IlII /~"~lef,.Genm, kOllTI. TeOaePIOl11~J. Illll+i LEWIS VALLEY CONTRACTORS, INC. 41430 Los Alamos Road MURRIETA, CALIFORNIA 92562 (714) 677-5675 FAX (714) 677-1781 S.C,L V~104989 1 of ' 1 Pages PROPOSAL SUBMITTED TO City of Temecula 43174 Business Park Drive CITY, ~TATE AND ZIP CODE Temecula, California 92590 ARCHITECT { DATE OF PLANS We hereby submit specificatsons and estimates for: PHONE ~ DATE (714 ,q,,pt~mh~,r ?~ ~oe A~ 69A-64R~ N T.om T,~nd~ P~rk JOB L~TION ~ma ~nda & Z~ Temecula, California I JoB PHONE 1QQP ....... I..N._ST....AL.~.....~RO~..T..E~..y_8.,..?Q.O__S..,..L._ 9F_._S_I_D_E~._kLK _INCLUD!MG_ CLEAR_ AND _GRUB. ,.._.RQU. GH._ANn ............. FINE GRADING PER SCOPE OF WORK EXHIBIT A. ................................................................................................................................ _8..,...9.Qo_...S..,._E,. ......Q.__~_~.~_8..Q..._.=.__.$.._2..~_9.2Q,.QQ ...... * THIS IS A LI~ SIH~ BID UNLESS kDDITIONkL SIDE~WkLK REQUIRED, * PER PLANS AND SPECS. * COST OF WATER FOR GRADING OPERATION INCLUDED. TWENTY FOUR THOUSAND Payment to be maoe as follows: Nec 15 Days hereby to furnish material and labor --complete in accordance with above specifications, for the sum of: NINE HUNDRED TW"F, NTY AND 00/] (]0 dollars ($ 24,920. O0 ). pt fp a[ ~[ alt~[ 1] rDFO~ -- The a~ove Or,ces. s~ec,hcat,ons and cond,t,ons are ~bsfacto~ and are hereby acceptM. You are 8uthor,zed to do the work as s~c,f,ed. Payment will be made as outl,n~ a~ve. tnh g ore: This proposal may be with raw y us mf not accepted wdhm 10 ~ys. Ssgnature CITY OF TEMECULA CONTRACT FOR PROJECT: Loma Linda Road Park Site Irrigation THIS CONTRACT, made and entered into the 22nd day of September, 1992, by and between the City of Temecula, a municipal corporation, hereinafter referred to as "CITY", and Mentone Tuff Supply, hereinafter referred to as "CONTRACTOR." W1TNESSETH: That CITY and CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 1 .a. CONTRACT DOCUMENTS. The complete Contract includes all of the Contract Documents, to wit: Notice Inviting Bids, Instructions to Bidders, Proposal, Performance Bond, Labor and Materials Bond, Scope of Work for Loma LLnda Road Park Site Irrigation Project, Insurance Forms, this Contract, and all modifications and amendments thereto, and the latest version of the 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"). Copies of these Standard Specifications are available from the publisher: Building News, Incorporated 3055 Overland Avenue Los Angeles, California 90034 (2 13) 202-7775 The Standard Specifications will control the general provisions, construction materials, and construction methods for this Contract except as amended by the Plans and Specifications of this Contract. In case of conflict between the Standard Specifications and the other Contract Documents, the other Contract Documents shall take precedence over and be used in lieu of such conflicting portions. Where the Plans or Specifications 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. Unless otherwise specified, the CONTRACTOR shall furnish all labor, materials, tools, equipment, and incidentals, and do all the work involved in executing the Contract. The Contract Documents are complementary, and what is called for by anyone shall be as binding as if called for by all. Any conflict between this Contract and any other Contract Document shall be resolved in favor of this Contract. SCOPE OF WORK. CONTRACTOR shall perform everything required to be performed, shall provide and furnish all the labor, materials, necessary tools, expendable equipment, and all utility and transportation services required for the following: Project: Loma I inda Road Pmrk Site Irrigation All of said work to be performed and materials to be furnished shall be in strict accordance with the Drawings and Specifications and the provisions of the Contract Documents hereinabove enumerated and adopted by CITY. CITY APPROVAL. All labor, materials, tools, equipment, and services shall be furnished and work performed and completed under the direction and supervision and subject to the approval of CITY or its authorized representatives. CONTRACT AMOUNT AND SCHEDULE. CITY agrees to pay and CONTRACTOR agrees to accept in full payment for the work above agreed to be done, the sum of: Fifty Seven Thousand Dollars ($57,000) the total amount of the base bid including Alternates Nos. . which sum is to be paid according to the following schedule and subject to additions, and deductions, if any, as hereinafter provided. CONTRACTOR agrees to complete the work in a period not to exceed 60 calendar days, commencing with delivery of Notice to Begin Work by CITY. Construction shall not commence until bonds and insurance are approved by CITY. CHANGE ORDERS. All change orders shall be approved by the City Council, except that the City Manager is hereby authorized by the City Council to make, by written order, changes or additions to the work in a cumulative amount not to exceed $10,000, and in an individual amount not to exceed $5,000. pAYMENTS. On or about the 30th day of the month next following the commencement of the work, there shall be paid to the CONTRACTOR a sum equal to 90 percent of the value of the work completed since the commencement of the work. Thereafter, on or about the 30th day of each successive month as the work progresses, the CONTRACTOR shall bc paid such sum as will bring the payments each month up to 90 percent of the previous payments, provided that the CONTRACTOR submits his request for payment prior to the last day of each preceding month. The final payment, if uncncumbered, or any pan thereof unencumbered, shall be made 60 days after CITY acceptance of the work and the CONTRACTOR filing a one year warranty with the CITY on a warranty form provided by the CITY. Payments shall bc made on demands drawn in the manner required by law, accompanied by a certificate signed by the City Manager, stating that the work for which payment is demanded has been performed in accordance with the terms of the Contract, and that the amount stated in the certificate is due under the terms of the Contract. Partial payments on the Contract price shall not be considered as an acceptance of any pan of the work. WARRANTY REFENTION. Commencing with the date the Notice of Completion is recorded, the CITY shall retain a portion of the Contract award price, to assure warranty performance and correction of construction deficiencies according to the following schedule: CONTRACT AMOUNT RETENTION RETENTION PERIOD PERCENTAGE $25,000 - $75,000 S75,000 - $500,000 Over $500,00 180 days3 % 180 days2 % One Yearl % Failure by the CONTRACTOR to take corrective action within 24 hours after personal ~r telephonic notice by the City on items affecting use of facility, safety, or deficiencies will result in the CITY taking whatever corrective action it deems necessary. All costs resulting from such action by the CITY will be deducted from the retention. The amount of retention provided for herein shall not be deemed a limitation upon the responsibility of the CONTRACTOR to carry out the terms of the Contract Documents. LIOUIDATED DAMAGES: EXTENSION OF TIME. In accordance with Government Code Section 53069.85, CONTRACTOR agrees to forfeit and pay to CITY the sum of Fifty Dollars ($50.00) per day for each calendar day completion is delayed beyond the time allowed pursuant to Paragraph 4 of this Contract. Such sum shall be deducted from any payments due to or to become due to CONTRACTOR. Such sum shall be deducted from any payments due to or to become due to CONTRACTOR. CONTRACTOR will be granted an extension of time and will not be assessed liquidated damages for 10. unforeseeable delays beyond the control of and without the fault or negligence of the CONTRACTOR including delays caused by CITY. CONTRACTOR is required to promptly notify CITY of any such delay. WAIVER OF CLAIMS. Unless a shorter time is specified elsewhere in this Contract, on or before making final request for payment under Paragraph 6 above, CONTRACTOR shall submit to CiTY, in writing, all claims for compensation under or arising out of this contract; the acceptance by CONTRACTOR of the final payment shall constitute a waiver of all claims against CITY under or arising out of this Contract except those previously made in writing and request for payment. CONTRACTOR shall be required to execute an affidavit, release and indemnify agreement with each claim for payment. pREVAIlING WAGES. 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 Contractor from the Director of the Department of Industrial Relations. These rates are on fie with the City Clerk. Copies may be obtained at cost at the City Clerk' s office of 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 of Sections 1773.8, 1775, 1776, 1777.5, 1777.6, a d 1813 of the Labor Code. Pursuant to the provisions of 1775 of the Labor Code, CONTRACTOR shall forfeit to the CrrY~ 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 rams for any work done under this contract, by him or by any subcontractor under him, in violation of the provisions of the Contract. .11. 12. 13. LIABILITY INSURANCE. CONTRACTOR, by executing this Agreement, hereby certifies: "I am aware of the provision of Section 3700 of the Labor Code which requires every employer to 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." TIME OF THE ESSENCE. Time is of the essence in this Contract. INDEMNIFICATION. 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 4 14. defend CITY, its officers, employees, and agents, against any and all liability, injuries, or death of persons (CONTRACTOR's employees included) and damage to property, arising directly or indirectly out of the obligations herein undertaken or out of the operations conducted by CONTRACTOR, save and except claims or litigations arising through the sole active negligence or sole willhi misconduct of the CITY. CONTRACTOR'S INDEPENDENT INVESTIGATION. No plea of ignorance of conditions that exist or that may hereafter exist or of conditions of difficulties that may be encountered in the execution of the work under this Contract, as a result of failure to make the necessary independent examinations and investigations, and no plea of reliance on initial investigations or reports prepared by CITY for purposes of letting this Contract out to bid will be accepted a.s an excuse for any failure or omission on the part of the CONTRACTOR to fulfill in every detail all requirements of this Contract. Nor will such reasons be accepted as a basis for any claims whatsoever for extra compensation or for an extension of time. 15. GRATIJrTI~. CONTRACTOR warrants that neither it nor any of its employees, agents, or representatives has offered or given any gratuities or promises to CITY's employees, agents, or representatives with a view toward securing this Contract or securing favorable treatment with respect thereto. 16. CONFLICT OF INTEREST. CONTRACTOR warrants that he has no blood or marriage relationship, and that he is not in any way associated with any City officer or employee, or any architect, engineer, or other puerperal of the Drawings and Specifications for this project. CONTRACTOR further warrants that no person in his/her employ has been employed by the CITY within one year of the date of the Notice Inviting Bids. 17. CONTRACTOR'S AFFIDAVIT. After the completion of the work contemplated by this Contract, CONTRACTOR shall fie with the City Manager his affidavit stating that all workmen and persons employed, all fm-ns supplying materials, and all subcontractors upon the Project have been paid in full, and that there are no claims outstanding against the project for either labor or materials, except certain items, if any, to be set forth in an affidavit covering disputed claims or items in connection with a Stop Notice which has been filed under the provisions of the laws of the State of California. 18. 19. CITY MANAGER. Whenever the phrase "City Manager" is used in this Agreement or in any document incorporated within this Agreement by reference, it shall mean and refer to the City Manager of the City of Temecula, or such person as the City Manager shall designate in writing. SUBSTITLrTED SECURITY. In accordance with Section 22300 of the Public Contracts Code, CONTRACTOR may substitute securities for any monies withheld by the CITY 20. 21. 22. 23. 24. 25. 26. to ensure performance under the Contract. At the request and expense of the CONTRACTOR, securities equivalent to the amount withheld sh~tl be deposited with the CITY or with a State or Federally chartered ba~k or an escrow agent who shall pay such monies to the CONTRACTOR upon notification by CITY of CONTRACTOR' s s~tisfactory completion of the Contract. The type of securities deposited and the method of release shall be approved by the City Anorney's office. I~RSOLIJTION OF CLAIMS. Any dispute or claim arising out of this Contract shall be arbitrated pursuant to Section 10240 of the California Public Contracts Code. NOTICE TO CITY OF LABOR DISPUTF-'q. Whenever CONTRACTOR has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of the Contract, CONTRACTOR shall immediately give notice thereof, including all relevant information with respect thereto, to CITY. BOOKS AND RECORDS. CONTRACTOR' s books, records, and plans or such pan thereof as may be engaged in the performance of this Contract, shall at all reasonable times be subject to inspection and audit by any authorized representative of the CITY. U'TTLITY LOCATION. CITY acknowledges its responsibilities with respect to locating utility facilities pursuant to Caiifomia Government Code Section 4215. REGIONAL NOTIFICATION CENTI=.RS. CONTRACTOR agr~s to contact the appropriate regional notification center in accordance with Government Code Section 4215. TRENCH PROTECTION. CONTRACTOR shall submit its derailed plan for worker protection during the excavation of trenches required by the scope of the work in accordance with Labor Code Section 6705. TRENCHING AND EXCAVATION. As Contractor shall, without disturbing the condition, notify City in writing as soo~ as Contractor, or any of Contractor's subcontractors, agents, or employees have knowledge and reporting is possible, of the discovery of any of the following condition s: (1) The presence of any material that the Contractor believes is hazardous waste, as defined in Section 25117 of the Health and Safety Code; (2) Subsurface or latent physical conditions at the site differing from those indicated in the specifications; or 27. 28. 29. 30. (3) Unknown physical con~Uons at me site of any unusu~ nature, different materiall.y for those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract. Pending a demrmination by the City of appropriate action to be taken, Contractor shall provide security measures (e.g., fences) adequate to prevent the h~,v~rdous waste or physical conditions from causing bodily injury to any person. City shall promptly investigate the reportai conditions. If City, through, and in the exercise of its sole discretion, determines that the conditions do materially differ, or do involve b,-~rdous waste, and will cause a decrease or increase in the Contractor's cost of, or time required for, perforrnancc of any part of the work, then City shall issue a change order. In the event of a dispute between City and Contnctor as to whether the conditions materially differ, or invoBre hazardous waste, or cause a decrease or increase in the Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date, and shall proceed with all work to be performed under the contract. Contracwr shall retain any and all rights which pertain to the resolution of disputes and protests between the parties. INSPECTION. The work shall be subject to inspection and testing by CITY and its authorized representatives during manufacture and construction and all other times and places, including without limitation, the plans of CONTRACTOR and any of its supplien. CONTRACTOR shall provide all reasonable facilities and assistance for the safety and convenience of inspectors. All inspections and tests shall be performed in such manner as to not unduly delay the work. The work shall be subject to final inspection and acceptance notwithstanding any payments or other prior inspections. Such final inspection shall be made within a reasonable time after completion of the work. DISCRIMINATION. CON'I1L~CTOR represents that it has not, and agrees that it will not, discriminate in its employment practices on the basis of race, creed, religion, national origin, color, sex, age, or handicap. GOVERNING LAW. This Contract and any dispute arising hereunder shall be governed by the law of the State of California. WRITYEN NOTICe:-. Any written notice required to be given in any part of the Contract Documents shall be performed by depositing the same in the U.S. Mail, postage prepaid, dixected to the address of the CONTRACTOR as set forth in the Contract Documents, and to the City addressed as follows: City Manager ' City of Temecula 43174 Business Park Drive Temecula, CA 92590 Attn: Grant Yates IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed on the date first above written.., DATED: CONTRACTOR: By: Name: Title: DATED: CITY OF TEMECULA By: Patricia H. Birdsall, Mayor ATTEST: June S. Greek City Clerk APPROVED AS TO FORM: Scott F. Field City Attorney TEMECULA REDEVELOPMENT AGENCY AGENDA ITEM 1 MINUTES OF A REGULAR MEETING OF THE CITY OF TEMECULA REDEVELOPMENT AGENCY HELD SEPTEMBER 22, 1992 A regular meeting of the City of Temecula Redevelopment Agency was called to order Tuesday, September 22, 1992, 8:25 P.M., Temecula Community Center, 28818 Pujol Street, Temecula, California. The meeting was called to order by Chairperson J. Sal Mu~oz. PRESENT: 5 AGENCY MEMBERS: Birdsall, Lindemans, Moore, Parks, Mu~oz ABSENT: 0 AGENCY MEMBERS: None Also present were City Manager David Dixon, City Attorney Scott Field and City Clerk June S. Greek. PUBLIC COMMENT None AGENCY BUSINESS 1. Minutes It was moved by Agency Member Moore, seconded by Agency Member Lindemans to approve the minutes of September 8, 1992 as mailed. The motion carried as follows: AYES: 5 AGENCY MEMBERS: NOES: Birdsall, Lindemans, Moore, Parks, Mu~oz 0 AGENCY MEMBERS: None Award of Contract - Geotechnical Services - Margarita Road Extension Tim Serlet presented the staff report. It was moved by Agency Member Birdsall, seconded by Agency Member Moore to approve staff recommendation as follows: 2.1 Approve the award of a Professional Services Agreement in the amount of $6,300,000 to Law/Crandall Incorporated for Geotechnical Services on the Margarita Road Extension Interim Improvements Project PW92-04, and authorize the Chairperson of the Redevelopment Agency (R.D.A.), and the City Clerk to execute said contract; RDAM~nI092292 -1 - O9/29/92 RDA Minutes 2.2 2.3 2.4 Seotember 22. 1992 Advance $6,300.00 from the General Fund/Revolving Fund to the R.D.A.; Transfer $6,300.00 from R.D.A. funds to Capital Projects Funds and appropriate $6,300.00 to Account No. 021-165-606-5804; Adopt a resolution entitled: RESOLUTION NO. RDA 92-06 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DECLARING CERTAIN FINDINGS REGARDING CITY EXPENDITURES IN CONNECTION WITH THE GEOTECHNICAL SERVICES FOR THE CONSTRUCTION OF THE MARGARITA ROAD EXTENSION INTERIM IMPROVEMENTS AS REQUIRED BY UNITED STATES DEPARTMENT OF THE TREASURY REGULATION (SECTION 1.103-18) The motion carried as follows: AYES: 5 AGENCY MEMBERS: Birdsall, Lindemans, Moore, Parks, Mur~oz NOES: 0 AGENCY MEMBERS: None RedeveloDment Aaencv Sources and Uses of Funds Mary Jane Henry presented the staff report. Chairperson Mu~oz stated that he does not agree with the Auto Mall Marque, the Museum, the Northwest Sports Parks Complex (i.e. stadium), and possibly the Overland crossing as expenditures to be made out of redevelopment funds. It was moved by Agency Member Parks, seconded by Agency Member Moore to approve staff recommendation for the use of Redevelopmerit Agency Bond Proceeds. The motion carried as follows: AYES: 5 AGENCY MEMBERS: NOES: Birdsall, Lindemans, Moore, Parks, Mu~oz 0 AGENCY MEMBERS: None RDAMm/O92292 -2- 09129192 RDA Minutes Seotember 22, 1992 EXECUTIVE DIRECTOR'S REPORT City Manager David Dixon invited the Councilmembers to attend a Ground Breaking Ceremony for the Margarita Road Extension, Monday, September 28, 1992, 9:30 A.M. AGENCY MEMBER REPORT None ADJOURNMENT It was moved by Agency Member Parks, seconded by Agency Member Moore to adjourn at 9:00. The next regular meeting of the City of Temecula Redevelopment Agency will be held Tuesday, October 6, 1992, 8:00 P.M., Temecula Community Center, 28818 Pujol Street, Temecula, California. ATTEST: Chairperson J. Sal Mu~oz City Clerk June S. Greek RDAMmI092292 -3- 09/29/92 TO: FROM: DATE: SUBJECT: APPROVAL CITY ATTORNEY FINANCE OFFICER ~ CITY MANAGER ~ TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT Executive Director/Redevelopment Agency Members Mary Jane Henry, Finance Officer October 6, 1992 Resolution No. RDA 92-__ Approving Issuance of Tax Allocation Bonds RECOMMENDATION: That the Agency Members adopt a resolution entitled: RESOLUTION NO. RDA 92- RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THE ISSUANCE OF NOT TO EXCEED $25,000,000 OF ITS 1992 TAX ALLOCATION BONDS, SERIES A, AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE AND A COOPERATION AGREEMENT, AUTHORIZING THE PUBLICATION OF A NOTICE OF SALE, APPROVING THE FORM OF OFFICIAL STATEMENT, AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH. DISCUSSION: In order to facilitate the sale of bonds for the Redevelopment Agency (RDA), the RDA Members need to adopt the attached resolution. The resolution includes a provision for joint financing with the Temecula Valley Unified School District. Attachment: Resolution No. RDA 92- V:\WP~RDABONDI.AGN ITEM 2 RESOLUTION NO RDA. RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THE ISSUANCE OF NOT TO EXCEED $25,000,000 OF ITS 1992 TAX ALLOCATION BONDS, SERrF, S A, AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE AND A COOPERATION AGREEMENT, AUTHORIZING THE PUBLICATION OF A NOTICE OF SALE, APPROVING THE FORM OF OFFICIAL STATEMENT, AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH. WHEREAS, the Redevelopment Agency of the City of Temecula (the "Agency") is a redevelopment agency duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Community Redevelopment Law, being Section 33000 and following of the Health and Safety Code of the State of California, and the powers of the Agency include the power to issue bonds for any of its corporate purposes; and WHEREAS, a redevelopment plan for a redevelopment project (the "Project") has been adopted and approved and all requirements of law for, and precedent to, the adoption and approval of said plan have been duly complied with; and WHEREAS, the Agency proposes to issue not to exceed $25,000,000 aggregate principle amount of its 1992 Tax Allocation Bonds, Series A (the "Bonds"), the proceeds of which will be used, together with other moneys available therefor, to finance a portion of the Pro. leer, and WII EREAS, a portion of the proceeds of the Bonds will be used by the Temecula Valley Unified School District (the "District") to finance certain capital projects, in return for which the District will pledge a portion of its pass through amount to pay its pro rata share of the debt service on the Bonds; and W!IEREAS, in order to expedite the issuance of the Bonds, the City, the Agency and the l)sstrict will enter into a cooperation agreement (the "Cooperation Agreement"), the form of which has been presented to this Agency at this meeting; and WitEREAS, there has been presented at this meeting a form of Trust Indenture providing for the issuance of the Bonds; and W!IEREAS, there has been presented to this meeting a form of Notice of Sale and Bid Form; and RDAReso276 -I- WHEREAS, there has been presented to this meeting a form of preliminary official statement relating to the Bonds. NOW, THEREFORE, THE REDEVF-I~OPMENT AGENCY OF THE CITY, OF TEMECULA DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. ApproVal of Issuance of Bonds. The, issuance of not to exceed $25,000,000 principal amount 1992 Tax Allocation Bonds, Series A (the "Bonds"), in order to finance the Project is hereby authorized and approved. Section 2. Trust Indenture. The form of Trust Indenture, dated as of November 1, 1992 (the "Indenture"), by and between the Agency and a banking institution, as trustee (the "Trustee"), presented at this meeting is hereby approved and the Chairman or any other member of the Agency and the Secretary are hereby aathorized and directed, for and in the name of and on behalf of the Agency, to execute, acknowledge and deliver said Indenture in substantially the form presented at this meeting with such changes therein and additions thereto as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. The officers executing the Indenture may also select the Trustee. Section 3. Cooperation Agreement. The Cooperation Agreement presented at this meeting is hereby approved. The Chairman or any other member of the Agency and the Secretary are authorized and directed to execute and deliver said agreement. The agreement shall be executed in substantially the form hereby approved, with such additions thereto and changes therein as are recommended or approved by the City Attorney and approved by such officials executing the document, such approval to be conclusively evidenced by the execution and delivery thereof. Section 4. Official Statement. The form of preliminary officil l statement relating to the Bonds and presented to this meeting is hereby approved. The preparation of a final official statement relating to the Bonds is hereby approved and the Chairman or his designee is hereby authorized and directed, for an in the name and on behalf of the Agency, to execute and deliver a final official statement containing such changes from the preliminary official statement as may be approved by the Chairman or his designee and the distribution of such preliminary and final official statements in connection with the sale of the bonds is hereby authorized. Section 5. Sale of Bonds. The Bonds shall be offered for sale and sealed proposals therefor shall be received by the Agency at the place and up to the time and date fixed in a Notice of Sale and Bid Form in substantially the form on file in the office of the City Clerk of the City of Temecula (the "Notice Inviting Bids"), relating to the public sale of the bonds, ,.~ Inch ~s hereby approved. The Agency shall award the Bonds at the time and date and in the manner specified in the Notice Inviting Bids. The Agency is hereby authorized to cause the Notice Inviting Bids to be published at least once in a newspaper of general circulation circulated within the boundaries of the City of Temecula as the Agency staff shall deem appropriate, at least ten days prior to the date set for the opening of bids in the Notice Inviting Bids, with such RDARc~276 -2- additions and changes therein as the Agency staff may approve, and as are approved as to form by the City Attorney of the City of Temecula, such approval to be conclusively evidenced by such publishing of the Notice Inviting Bids, as described above, with such additions and changes. The terms and conditions of the offering and sale of the Bonds shall be as specified in the Notice Inviting Bids. Section 6. Notice of Intention to Sell. A Notice of Intention to Sell Bonds shall be published at lease once in The Bond Buyer, or in such other newspaper of general circulation circulated within the boundaries of the City of Temecula as the Agency staff shall deem appropriate, at least 15 days prior to the date fuced for the receipt of sealed proposals. Section 7. Other Acts. The officers and staff of the Agency are hereby authorized and directed, jointly and severally, to do any and all things (including , but not limited to, obtaining a policy or policies of municipal bond insurance and/or a rating from a national rating agency with respect to the bonds), to execute and deliver any and all documents, which in consultation with Agency staff and Bond Counsel, they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the bonds, or otherwise effectuate the purposes of this Resolution, and any and all such actions previously taken by such officers or staff members are hereby ratified and confirmed. Section 8. Effective Date. adoption of this Resolution. The City Clerk shall certify to the passage and ATTEST: J. Sal Munoz, Chairperson June S. Greek, City Clerk [SEAL] RDAReso276 -3- STATE OF CALIFORNIA) COUNTY OF RIVERSIDE) SS CITY OF TEMECULA) I, June S. Greek, City Clerk/Redevelopment Agency Secretary of the City of Temecula, HEREBY DO CERTIFY that the foregoing Resolution No. RDA 92-_ was duly adopted at a regular meeting of the Re. development Agency of the City of Temecula on the __ day of , 1992, by the following roll call vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: June S. Greek, City Clerk Redevelopment Agency Secretary RDARc~276 .-4- COOPERATION AGREEMENT AMONG THE TEMECULA VALLEY UNIFIED SCHOOL DISTRICT, THE CITY OF TEMECULA AND THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA This Agreement is made as of ,1992, by and among the Temecula Valley Unified School District (the *District*), the City of Temecula (the *City*), and the Re. development Agency of the City of Temecula (the *Agency*). RECITALS: A. The Agency proposes to issue its 1992 Tax Allocation Bonds, Series A (the "Bonds") in a principal amount of $ , which is expected to be sufficient to finance certain redevelopment activities of the Agency, as well as certain capital projects for the District. The District's pro rata share of the principal amount of the Bonds is $ , or % of the Bonds (the *District's Pro Rata Share*). B. A portion of the proceeds of the sale of the Bonds will be deposited into the District Bond Proceeds Account established under that certain Trust Indenture, dated as of November 1, 1992 ( the "Indenture"), between the Agency and , as trustee (the "Trustee"), in order to finance certain District capital projects. C. Under and pursuant to that certain pass through agreement (the *Pass Through Agreement"), the District is entitled to a portion of the tax increment attributable to the Agency (the "District's Pass Through Amount"). D. The District proposes to pay the District's Pro Rata Share of the debt service on the Bonds, together with the District's Pro Rata Share of administrative expenses relating to the Bonds. including annual and customary Trustee's fees. E. The District proposes to instruct the officials of Riverside County to pay the District's Pass Through Amount directly to the Trustee. The Trustee will deposit a portion of the District's Pass Through Amount (as specified in Appendix A to the Indenture) to the Interest Account, Principal Account and Reserve Account as specified in Section 5.02 of the Indenture, and will deposit the remainder to the District's Pass Through Amount in the District Additional Projects Account. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: Section 1. The Agency shall use its best efforts to issue and sell the Bonds. Section 2. The District will take all actions necessary to assign its rights to the District's Pass Through Amount directly to the Trustee. The District's Pass Through Amount shall be applied by the Trustee only as follows: First, to the Interest Account, Principal Account and Reserve Account as provided in the Indenture solely to pay the District's Pro Rata Share of forrns/coopagr - 1 - the debt service on the bonds; and, thereafter, to the District Additional Projects Account as provided in the Indenture to be used by the District for any lawful purpose. Section 3. In the event the District dotemines to redeem all or a potion of the District's Pro Rata Share of the Bonds in accordance with Section 4.01 (a) of the Indenture, the Agency will cooperate with the District in so redeeming Bonds. The Bonds to be so redeemed shall be by lot within each maturity to provide, as nearly as possible, for level debt service. Section 4. In the event the District purchases Bonds in the open market and presents them to the Trustee for cancellation in accordance with Section 4.01(b) of the Indenture, the Agency will cooperate with the District in so canecling Bonds. The Bonds to be so caneclod shall be by lot within each maturity to provide, as nearly as possible, for level debt service. Section 5. In no event may the Agency or the District either provide for the optional redemption of Bonds in accordance with Section 4.01 (a) of the Indenture or the open market purchase of Bonds in accordance with Section 4.01 (b) of the Indenture in any one maturity in excess of its respective pro rata share of Bonds outstanding within such maturity. Section 6. The Agency and the District will cooperate in a defeasance of the Bonds in accordance with Section 10.03 of the Indenture under reasonable terms and conditions. Section 7. The Agency will not agree to any amendment or Supplement to the Indenture which materially adversely affects the interests of the District without first obtaining the District's written consent. For purposes of this Section, any amendment or supplement providing for the issuance of Additional Bonds under the Indenture shall not be deemed to materially adversely affect the interests of the District in the absence of the District's showing that such issuance of Additional Bonds adversely affects the District's Pass Through Amount. Section 8. Neither the Agency nor the District will take any action, or omit to take any action, within their respective control which adversely affects the exclusion from federal income tax' of interest on the Bonds. Section 9. It is hereby agreed that, for purposes of the calculation of the District' s Pro Rata Share, if for any reason a portion of the Bonds is redeemed or purchased in the open market and submitted to the Trustee for cancellation, the District's Pro Ram Share hereunder shall be adjusted to be that percentage calculated by dividing (1) the original principal amount of District Bonds less any redemption or open market purchase made at the District's direction from District funds, by (2) the principal amount of Bonds Outstanding under the Indenture following the redemption or open market purchase. Section 10. This Agreement shall be govemed by and construed in accordance with the laws of the State of California. forrnslcoopagr -2- TEMECULA VALLEY UNIFIED SCHOOL DISTRICT ATTEST: By: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA ATFEST: By: Charman Secretary CITY OF TEMECULA ATTEST: By: Mayor City Clerk formSlcoOpagr -3- Draft: 9/28/92 TRUST INDENTURE by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA and Trustee Dated as of November 1, 1992 Relating to $ Temecula Redevelopment Project No. 1 1992 Tax Allocation Bonds, Series A TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.01. Section 1.02. Definitions ....... ARTICLE II THE BONDS Section 2.01. Section 2.02. Section 2.03. Section 2.04. Section 2.05. Section 2.06. Section 2.07. Section 2.08. Section 2.09. Authorization of Bonds .......... Terms of the Series 1992 Bonds ...... Form of Series 1992 Bonds ........ Execution of Bonds ............ Transfer of Bonds ............ Exchange of Bonds ............ Bond Register .............. Temporary Bonds ............. Bonds Mutilated, Lost, Destroyed or Stolen ARTICLE III APPLICATION OF PROCEEDS AND PARITY BONDS Section 3.01. Section 3.02. Section 3.03. Section 3.04. Section 3.05. Application of Proceeds of the Series 1992 Bonds ............... Redevelopment Fund ............ Costs of Issuance Fund .......... Issuance of Parity Bonds ......... Proceedings for Issuance of Parity Bonds . ARTICLE IV REDEMPTION Section 4.01. Section 4.02. Section 4.03. Section 4.04. Section 4.05. Section 4.06. Terms of Redemption ........... Selection of Bonds for Redemption .... Notice of Redemption ........... Partial Redemption of Bonds ....... Effect of Redemption ........... Open Market Purchase of Bonds ...... I-1 1-11 II-1 II-1 II-2 II-2 II-3 II-3 II-4 II-4 II-4 III-1 III-1 III-1 III-2 III-4 IV-1 IV-2 IV-2 IV-3 IV-4 IV-4 4173.01\6636000003 ARTICLE V THE TAX REVENUES; SPECIAL FUND AND ACCOUNTS; SURPLUS Section 5.01. Section 5.02. Section 5.03. Section 5.04. Pledge of Tax Revenues ........... V-1 Special Fund; Deposit of Tax Revenues . . . V-1 Establishment and Maintenance of Accounts · V-2 Redemption Fund .............. V-4 ARTICLE VI COVENANTS OF THE AGENCY Section 6.01. Section 6.02· Section 6.03. Section 6.04. Section 6.05. Section 6.06· Section 6.07. Section 6.08. Section 6.09. Section 6.10. Section 6.11. Section 6.12. Section 6.13. Section 6.14. Section 6.15. Section 6.16. Section 6.17. Punctual Payment ............. VI-1 Extension of Time for Payment ...... VI-1 Against Encumbrances ........... VI-1 Protection of Security and Rights of Owners ................ Payments of Taxes and Other Charges . · · Compliance with Law, Completion of Project VI-1 VI-2 VI-2 Financial Statements ........... VI-2 Taxation of Leased Property ....... VI-2 Disposition of Property ......... VI-2 Tax Revenues ............... VI-3 VI-3 Use of Proceeds ............. Further Assurances ............ VI-3 VI-3 Non-Arbitrage Bonds ........... Private Activity Bonds .......... VI-3 Federal Guarantee ........... VI-4 Compliance with the Code ......... VI-4 Limit on Indebtedness .......... VI-4 ARTICLE VII THE TRUSTEE; INVESTMENT OF MONEYS 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. Duties, Immunities and Liabilities of Trustee ............... VII-1 Merger or Consolidation ......... VII-3 Liability of Trustee ........... VII-3 Right to Rely on Documents ........ VII-4 Preservation and Inspection of Documents . VII-5 Compensation and Indemnification ..... VII-5 Deposit and Investment of Moneys in Funds VII-6 Accounting Records and Financial · . . VII-6 Statements ............ Rebate of Excess Investment Earnings to United States ............. VII-7 ii 4173.01\6636000003 ARTICLE VIII MODIFICATION OR AMENDMENT OF THE INDENTURE Section 8.01. Section 8.02. Section 8.03. Section 8.04. Section 8.05. Section 8.06. Amendments Permitted .......... Owners Meeting · s . . . . . .' . . Procedure for Amendment with ~r~t&en Consent of Owners ........... Disqualified Bonds ...... Effect of Supplemental indentar~ .... Endorsement or Replacement of Bonds Issued After Amendments ........... Section 8.07. Amendatory Endorsement of Bonds ARTICLE IX EVENTS OF DEFAULT AND REMEDIES OF OWNERS VIII-1 VIII-2 VIII-2 VIII-3 VIII-3 VIII-3 VIII-3 Section 9.01. Events of Default and Acceleration of Maturities ............. IX-1 Section 9.02. Application of Funds Upon Acceleration . . IX-2 Section 9.03. Power of Trustee to Control Proceedings . IX-3 Section 9.04. Limitation on Owners' Right to Sue .... IX-3 Section 9.05. Non-waiver ................ IX-4 Section 9.06.. Actions by Trustee as Attorney in Fact . . IX-5 Section 9.07. Remedies Not Exclusive .......... IX-5 Section 10.01. Section 10.02. Section 10.03. Section 10.04. ARTICLE X MISCELLANEOUS Benefits of Indenture Limited to Parties . X-1 Successor is Deemed Included in All References to Predecessor ........ X-1 Discharge of Indenture .......... X-1 Execution of Documents and Proof of Ownership by Owners ........... X-2 Waiver of Personal Liability ....... X-3 Destruction of Canceled Bonds ....... X-3 Notices and Demands on Agency ....... X-3 Partial Invalidity ............ X-3 Effective Date of Indenture ........ X-4 Governing Law ............... X-4 Unclaimed Moneys ............. X-4 Execution in Counterparts ......... X-4 Section 10.05. Section 10.06. Section 10.07. Section 10.08. Section 10.09. Section 10.10. Section 10.11. Section 10.12. Exhibit A - Bond Form .................. A-1 iii 4173.01\6636000003 TRUST INDENTURE THIS TRUST INDENTURE (the "Indenture") is made and entered into as of November 1, 1992, by and between the Redevelopment Agency of the City of Temecula, a public body, corporate and politic, organized and existing under, and by virtue of, the laws of the State of California (the "Agency"), and , a national banking association organized and existing under the laws of the United States of America and authorized to accept and execute trusts of the character heroin set out, as trustee (the "Trustee"), WHEREAS, the Agency is a redevelopment agency, a public body, corporate and politic, duly created, established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California (the "Law"), including the power to issue bonds, notes and other obligations for any of its corporate purposes; WHEREAS, a Redevelopment Plan has been adopted in compliance with all requirements of the Law; WHEREAS, in order to provide for the authentication and delivery of the Bonds (as defined herein), 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 interest and premium, if any, thereon, the Agency has authorized the execution and delivery of this Indenture; and WHEREAS, the proceeds of the Series 1992 Bonds (as defined heroin) will be used (i) to finance certain redevelopment projects; (ii) to provide for a reserve fund; and (iii) to provide for the costs of issuing the Series 1992 Bonds; and WHEREAS, all acts and proceedings required by law necessary to make the Bonds, when executed by the Agency, authenticated and delivered by the Trustee, and duly issued, the valid, binding and legal special obligations of the Agency, and to constitute this Indenture a valid and binding agreement for the uses and purposes heroin set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Indenture have been in all respects duly authorized; NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of, and the interest and premium, if any, on, all the 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 heroin set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the Agency does hereby covenant and agree with the Trustee, for the benefit of the respective Owners from time to time of the Bonds, as follows: 2 4173.01 \6636000003 ARTICLE I DEFINITIONS Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.01 shall, for all purposes of this Indenture, or any indenture supplemental hereto, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified: "Additional Allowance" means, as of the date of calculation, the sum of the following: (a) the amount of Tax Revenues that, as shown in the Report of an Independent Financial Consultant, Independent Certified Public Accountant or Redevelopment Consultant, are, assuming a tax rate of 1%, estimated to be receivable by the Agency within the Fiscal Year following the Fiscal Year in which such calculation is made as a result of increases in the assessed valuation of taxable property in the Project Area which has been recorded with the County Assessor's Office since the previous lien date, due to either (i) construction, or (ii) transfer of ownership or any other interest in real property, plus (b) the amount of Tax Revenues which, as shown in the Report of an Independent Financial Consultant, Independent Certified Public Accountant or Redevelopment Consultant, are estimated to be receivable by the Agency within the Fiscal Year following the Fiscal Year in which such calculation is made as a result of increases in the assessed valuation of taxable property in the Project Area due to inflation at an assumed annual inflation rate of two percent or such rate as accurately reflects development substantially completed but not yet recorded by the County Assessor but which is anticipated to be reflected on the rolls within the Fiscal Year following the Fiscal Year in which such calculation is made. For purposes of this definition, the term "increases in the assessed valuation" means the amount by which the assessed valuation of taxable property in the Project Area is estimated to increase above the assessed valuation of taxable property in the Project Area (as shown on the records of the County) as of the date on which such calculation is made. "Agency" means the Redevelopment Agency of the City of Temecula, a public body, corporate and politic, established under the Law. "Annual Debt Service" means, for each Bond Year, the sum of (a) the interest payable on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Serial Bonds are retired as I-1 4173.01\6636000003 scheduled and that the Outstanding Term Bonds are redeemed from sinking fund payments as scheduled, (b) the principal amount of the Outstanding Serial Bonds payable by their terms in such Bond Year, and (c) the principal amount of the Outstanding Term Bonds scheduled to be paid or redeemed from sinking fund payments in such Bond Year, excluding the redemption premiums, if any, thereon. For purposes of such calculation, there shall be excluded the principal of and interest on any Parity Bonds, determined among the maturities of such Parity Bonds in such manner as may be determined by the Agency in the Supplemental Indenture under which such Parity Bonds are issued, to the extent the proceeds thereof are then deposited in an escrow fund from which amounts may not be released to the Agency except in accordance with the provisions of Section 3.04 relating to Parity Bonds. "Bond Counsel" means any attorney or firm of attorneys nationally recognized for expertise in rendering opinions as to the legality and tax exempt status of securities issued by public entities and selected by the Agency. "Bond Year" means, with respect to the Series 1992 Bonds, the twelve-month period extending from November 2 in any year to the following November 1, both dates inclusive; provided, however, that the first Bond Year shall begin on the Closing Date and end on November 1, 1993, and with respect to any Parity Bonds, the meaning ascribed in any Supplemental Indenture relating thereto. "Bonds" means the Series 1992 Bonds and, to the extent required by any Supplemental Indenture, any Parity Bonds authorized by, and at any time Outstanding pursuant to, this Indenture and such Supplemental Indenture. "Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York and Los Angeles, California, are authorized or obligated by law to be closed. "Chairman" means the chairman of the Agency appointed pursuant to Section 33113 of the California Health and Safety Code, or other duly appointed officer of the Agency authorized by the Agency by resolution or bylaw to perform the functions of the chairman in the event of the chairman's absence or disqualification. "City" means the City of Temecula, California. "City Bond Proceeds Account" means the Account by that name established pursuant to Section 3.02. I-2 4 173.01 \6636000003 "Closing Date" means any date upon which there is a physical delivery of any series of the Bonds in exchange for an amount representing the purchase price of the Bonds by the original purchaser. "Code'* means the Internal Revenue Code of 1986, as amended. Any reference to a provision of the Code shall be deemed to include the applicable Tax Regulations promulgated with respect to such provision. "Costs of Issuance" means items of expense payable or reimbursable directly or indirectly by the Agency, the City and the District and related to the authorization, sale and issuance of any series of the Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, fees and charges of the Trustee, including its first annual administration fee, expenses incurred by the Agency, the City and the District in connection with the issuance of any series of the Bonds, underwriter's discount, legal fees and charges, including bond counsel and financial consultants' fees, premiums for any municipal bond insurance policy that may be purchased and for any reserve account surety bond the Agency may purchase, charges for execution, transportation and safekeeping of any series of the Bonds and other costs, charges and fees in connection with the original issuance of any series of the Bonds. "Costs of Issuance Fund" means the Fund by that name established by Section 3.03. "County" means the County of Riverside, California. "County Assessor" means the person who holds the office in the County designated as the County Assessor, or one of his duly appointed deputies, or any person or persons performing substantially the same duties in the event said office is ever abolished or changed. "County Auditor-Controller" means the person who holds the office in the County designated as the County Auditor-Controller, or one of his duly appointed deputies, or any person or persons performing substantially the same duties in the event said office is ever abolished or changed. "District" means the Temecula Valley Unified School District, and its successors and assigns. "District Additional Projects Account" means the Account by that name established pursuant to Section 3.02. 4173.01 \6636000003 I-3 "District Bond Proceeds Account" means the Account by that name established pursuant to Section 3.02. "Executive Director" means the executive director of the Agency appointed pursuant to the Law, or other duly appointed officer of the Agency authorized by the Agency by resolution or by law to perform the functions of the executive director including, without limitation, any deputy executive director of the Agency. "Event of Default" means any of the events described in Section 9.01. "Federal Securities" mean any of the following: (a) Direct general obligations of (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), or obligations the payment of principal of and interest on which are directly or indirectly guaranteed by, the United States of America (including state and local government series), including, without limitation, such of the foregoing which are commonly referred to as "stripped" obligations and coupons; or (b) Any of the following obligations of the following agencies of the United States of America: (i) direct obligations of the Export-Import Bank, (ii) certificates of beneficial ownership issued by the Farmers Home Administration, (iii) participation certificates issued by the General Services Administration, (iv) project notes issued by the United States Department of Housing and Urban Development, (v) public housing notes and bonds guaranteed by the United States of America, and (vi) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association. "Fiscal Year" means any twelve-month period extending from July I in one calendar year to June 30 of the succeeding calendar year, both inclusive, or any other twelve-month period hereafter selected and designated by the Agency as its official fiscal year period. "Indenture" means this Trust Indenture, as it may be amended or supplemented by any Supplemental Indenture adopted pursuant to the provisions hereof. "Independent Certified Public Accountant" means any accountant or firm of such accountants duly licensed or registered or entitled to practice and practicing as such under I-4 4173.01\6636000003 the laws of the State, appointed by the Agency, and who, or each of whom: (1) is in fact independent and not under domination of the Agency; (2) does not have any substantial interest, direct or indirect, with the Agency; and (3) is not connected with the Agency as an officer or employee of the Agency, but who may be regularly retained to make reports to the Agency. "Independent Financial Consultant" means any financial consultant or firm of such consultants appointed by the Agency, and who, or each of whom: (1) is in fact independent and not under domination of the Agency; (2) does not have any substantial interest, direct or indirect, with the Agency; and (3) is not connected with the Agency as an officer or employee of the Agency, but who may be regularly retained to make reports to the Agency. "Information Services" means Financial Information, Inc.'s "Daily Called Bond Service," 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny Information Services' "Called Bond Service," 65 Broadway, 16th Floor, New York, New York 10006; Moody's Investors Service "Municipal and Government," 99 Church Street, 8th Floor, New York, New York 10007, Attention: Municipal News Reports; Standard & Poor's Corporation "Called Bond Record," 25 Broadway, 3rd Floor, New York, New York 10004; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other services providing information with respect to the redemption of bonds as the Agency may designate in a Written Request of the Agency filed with the Trustee. "Interest Account" means the Account by that name established pursuant to Section 5.03. "Interest Payment Date" means May 1 and November i in any year in which Bonds are Outstanding, commencing May 1, 1993. "Law" means the Community Redevelopment Law constituting Part 1 (commencing with Section 33000) of Division 24 of the 4173.01\6636000003 I-5 California Health and Safety Code and the acts amendatory thereof and supplemental thereto. "Maximum Annual Debt Service" means, with respect to any series of Bonds, as of the date of any calculation, the largest Annual Debt Service with respect to such series of Bonds during the current or any future Bond Year. Maximum Annual Debt Service with respectto all Outstanding Bonds means the largest Maximum Annual Debt Service amount in any one given Bond Year for all series of Outstanding Bonds combined. "Outstanding," when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.04) all Bonds except- (1) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (2) Bonds paid or deemed to have been paid within the meaning of Section 10.03 (regardless of whether all Bonds shall have been so paid or so deemed to have been paid); and (3) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the Agency pursuant to the Indenture. "Owner" means the person or persons whose name appears on the registration books maintained by the Trustee as the registered owner of a Bond or Bonds. "Parity Bonds" means any bonds, notes, loans, advances or indebtedness issued or incurred by the Agency on a parity with the Series 1992 Bonds in accordance with the provisions of Sections 3.04 and 3.05. "Permitted Investments" mean: (1) Federal Securities; (2) any of the following obligations of federal agencies not guaranteed by the United States of America: (a) debentures issued by the Federal Housing Administration; (b) participation certificates or senior debt obligations of the Federal Home Loan Mortgage Corporation; (c) senior debt obligations of the Federal Home Loan Bank System established under the Federal Home Loan Bank Act; and (d) mortgage-backed securities and senior debt obligations issued by the Federal National Mortgage Association; (3) interest-bearing demand or time deposits (including certificates of deposit) in federal or state chartered banks (including the Trustee), provided that such banks are rated in the two highest rating categories of Standard & Poor's Corporation and Moody's Investors Service and (i) in the case of a savings and loan association, such demand or time deposits shall be fully insured by the successor to' the Federal Savings I-6 4173.01 \6636000003 and Loan Insurance Corporation, and (ii) in the case of a bank, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation; (4) repurchase agreements which satisfy the following criteria: (1) repurchase agreements must be between the Trustee and a dealer bank or securities firm which are (a) primary dealers on the Federal Reserve reporting dealer list which are rated "AA" or "Aa" or better by Standard & Poor's Corporation and Moody's Investors Service and which fall under the jurisdiction of the SIPC, or (b) banks rated "AA" or "Aa" or above by Standard & Poor's Corporation and Moody's Investors Service; (2) the written repurchase contract must include the following: (a) securities which are obligations described in (1) above; (b) the term of the repurchase agreement may be up to 30 days; (c) the collateral must be delivered to the Trustee (if the Trustee is not supplying the collateral) or third party (if the Trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities); (d) the Trustee has a perfected first priority security interest in the collateral; (e) collateral is free and clear of third-party liens; (f) failure to maintain the requisite collateral percentage will require the Trustee to liquidate collateral; (g) the securities must be valued weekly, marked-to-market at current market price DlUS secured interest; and (h) the value of collateral must be equal to 103% of the amount of cash transferred by the Agency to the dealer bank or security firm under the repurchase agreement plus accrued interest. If the value of securities held as collateral falls below 103% of the value of the cash transferred by the Agency, then additional cash and/or acceptable securities must be transferred; (3) a legal opinion must be delivered to the Agency stating that the repurchase agreement meets guidelines under state law for legal investment of public funds; (5) bankers acceptances with a maximum term of one year endorsed and guaranteed by banks which have an unsecured, uninsured and unguaranteed obligation rating of "Prime-l" or "A3" or better by Moody's-Investors Service and "A-I" or "A" or better by Standard & Poor's Corporation; (6) obligations, the interest on which is exempt from federal income taxation under Section 103 of the Code and is not subject to the alternative minimum tax imposed under Section 57(a)(5) of the Code, and which are rated in one of the top two rating categories by Moody's Investors Service or by Standard & Poor's Corporation; (7) money market funds registered under the federal Investment Company Act of 1940, whose shares are registered under the federal Securities Act of 1933, and having a rating by Standard & Poor's Corporation of "AAAm-G", "AAAm" or "AAm"; or (8) investment agreements, guaranteed investment contracts, funding agreements, or any other form of corporate note representing the unconditional obligations of entities: (a) the unsecured long-term debt obligations of which are rated at all times in the top two categories by Moody's Investors Service or by Standard & Poor's Corporation; or (b) the I-7 4173.01\6636000003 short-term debt obligation of which is rated at all times in the two highest categories of either of such rating agencies. "Principal Account" means the Account by that name established pursuant to Section 5.03. "Principal Payment Date" means November I in each year in which any of the Bonds mature by their respective terms. "Project" or "Redevelopment Project" means the undertaking of the Agency pursuant to the Redevelopment Plan and the law for the redevelopment of the Project Area. "Project Area" or "Redevelopment Project Area" means the Project area described in the Redevelopment Plan. "Rebate Fund" means the Fund by that name established by Section 7.10. "Record Date" means, with respect to any Interest Payment Date, the close of business on the fifteenth calendar day of the month preceding such Interest Payment Date, whether or not such day is a Business Day. "Redemption Fund" means the Fund by that name established by Section 5.04. "Redevelopment Consultant" means any consultant or firm of consultants appointed by the Agency and judged by the Agency to have experience in matters relating to the collection of Tax Revenues or otherwise with respect to financing in redevelopment project areas, and who, or each of whom: (1) is in fact independent and not under domination of the Agency; (2) does not have any substantial interest, direct or indirect, with the Agency; and (3) is not connected with the Agency as an officer or employee of the Agency, but who may be regularly retained to make reports to the Agency. "Redevelopment Fund" means the Fund by that name established by Section 3.02. "Redevelopment Plan" or "Plan" means the Redevelopment Plan for the Temecula Redevelopment Plan No. 1 approved and adopted by Ordinance No. 658 of the County and by Ordinance No. 91-11 and Ordinance No. 91-15 of the City. I-8 4173.01\6636000003 "Report" means a Report in writing signed by an Independent Certified Public Accountant, Independent Financial Consultant or Redevelopment Consultant and including- (1) a statement that the person or firm making or giving such Report has read the pertinent provisions of this Indenture to which such Report relates; (2) a brief statement as to the nature and scope of the examination or investigation upon which the Report is based; and (3) a statement that, in the opinion of such person or firm, sufficient examination or investigation was made as is necessary to enable said consultant to express an informed opinion with respect to the subject matter referred to in the Report. "Reserve Account" means the account by that name established pursuant to Section 5.03. "Reserve Requirement" means, with respect to each series of Bonds, as of the date of calculation, an amount equal to the least of (i) 10% of the proceeds of the series of Bonds excluding from said calculation the principal amount of any Parity Bonds then on deposit in any escrow fund created with respect to such Parity Bonds pursuant to Section 3.04; (ii) Maximum Annual Debt Service; or (iii) 125% of average Annual Debt Service. The Reserve Requirement with respect to all Outstanding Bonds means the sum of the individual Reserve Requirements for each series. "Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax (516) 227-4039 or 4190; Midwest Securities Trust Company, Capital Structures-Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605, Fax (312) 663-2343; Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department, Fax (215) 496-5058; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the Agency may designate in a Written Request of the Agency delivered to the Trustee. "Serial Bonds" means all of the Bonds of any series other than the Term Bonds. "Series 1992 Bonds" means the Agency's Temecula Redevelopment Project No. 1 1992 Tax Allocation Bonds, Series A, issued pursuant to this Indenture. I-9 4173.01 \ 6636000003 "Special Fund" means the Fund by that name established by Section 5.02. "State" means the State of California. "Supplemental Indenture" means an agreement, resolution or other instrument then in full force and effect which has been duly adopted by the Agency in accordance with the provisions hereof, amendatory of or supplemental to this Indenture. "Tax Regulations" means temporary and permanent regulations promulgated under Section 103 and related provisions of the Code, and under the Internal Revenue Code of 1954, as amended, as applicable. "Tax Revenue Certificate" means a written certificate of the Agency identifying the amount of Tax Revenues shown on the records of the County Assessor to be received by the Agency in either the current Bond Year or the next Bond Year, and including the Additional Allowance in the case of a Tax Revenue Certificate relating to the next Bond Year. "Tax Revenues" means all taxes annually allocated to the Agency with respect to the Project Area following the Closing Date pursuant to Article 6 of Chapter 6 (commencing with Section 33670) of the Law and Section 16 of Article XVI of the Constitution of the State and as provided in the Redevelopment Plan, including (a) all payments, subventions and reimbursements (if any) to the Agency specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations and (b) all amounts of such taxes required to be deposited into the Low and Moderate Income Housing Fund of the Agency in any Fiscal Year pursuant to Section 33334.3 of the Redevelopment Law, to the extent permitted to be applied to the payment of principal, interest and premium (if any) with respect to the Bonds; but excluding all amounts of such taxes required to be paid by the Agency to other taxing agencies (other than the District to the extent herein provided) pursuant to pass-through agreements or similar'tax-sharing agreements entered into pursuant to Section 33401 of the Law existing on the Closing Date. "Term Bonds" means, with respect to the Series 1992 Bonds, the Series 1992 Bonds originally issued hereunder maturing on November 1, and with respect to any Parity Bonds means such Parity Bonds w"~ch are payable on or before their specified Principal Payment Dates from sinking account payments established for that purpose and calculated to retire such Parity Bonds on or before their respective Principal Payment Dates. 1-10 4173.01\6636000003 "Treasurer" means the treasurer of the Agency appointed pursuant to the Law, or other duly appointed officer of the Agency authorized by the Agency by resolution delivered to the Trustee or bylaw to perform the functions of the treasurer including, without limitation, the Assistant Treasurer of the Agency. "Trustee" means the Trustee appointed by the Agency with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01. "Written Request of the Agency" means an instrument in writing signed by the Chairman, the Executive Director, the Treasurer or any other officer of the Agency duly authorized by the Agency by resolution or bylaw delivered to the Trustee for that purpose. Section 1.02. Article and Section Headings and References. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture, 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. 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. Words of the masculine gender shall mean and include words of the feminine and neuter genders. Words of the singular shall mean and include words of the plural, and vice versa. 1-11 4173.01\6636000003 ~RTICLE II THE BONDS Section 2.01. Authorization of Ronds. Bonds in unlimited amounts may be issued at any time under and subject to the terms of this Indenture. All acts, conditions and things required by law to exist, happen or be performed precedent to and in connection with the issuance of the Series 1992 Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Agency is duly authorized, pursuant to each and every requirement of law, to issue the Series 1992 Bonds in the manner and form provided in this Indenture. Sect{on 2.02. Terms of the Series !992 Bonds. The Series 1992 Bonds shall be issued in the aggregate principal amount of $ and shall be designated "Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. I 1992 Tax Allocation Bonds, Series A." The Series 1992 Bonds shall be issued only as registered bonds without coupons in the denomination of $5,000 or any integral multiple thereof. The Series 1992 Bonds shall be dated November 1, 1992 and shall be issued in the principal amounts, bear interest at the rates and mature on November i in each of the years as set forth below: Maturity Date Principal Interest (November 1] Amount Rate 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 II-1 4173.01\6636000003 Interest on the Bonds shall be calculated on the basis of a 360-day year, consisting of twelve 30-day months, and shall be payable on each Interest Payment Date until maturity or prior redemption as provided herein. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or unless it is authenticated prior to the first Record Date, in which event it shall bear interest from its dated date; provided, however, if at the time of authentication interest is in default, the Bond shall bear interest from the Interest Payment Date to or for which interest has been paid or provided for. The principal of and premium, if any, on the Bonds shall be payable upon presentation and surrender of such Bonds at maturity or earlier redemption at the corporate trust office of the Trustee in , California. The principal of, premium (if any) and interest on the Bonds shall be payable in lawful money of the United States of America. Payment of the interest on any Bond shall be made to the person whose name appears on the bond registration books of the Trustee as the Owner thereof as of the close of business on the Record Date immediately prior to such Interest Payment Date by check or draft mailed by first class mail to the Owner'at his address as it appears on such registration books, or by wire transfer to Owners of $1,000,000 or more in aggregate principal amount of Bonds at such wire transfer address in the continental United States as such Owner shall specify in a written notice requesting payment by wire transfer delivered to the Trustee not later than the Record Date. Any interest not paid when due or duly provided for shall forthwith cease to be payable to the registered Owner as of the Record Date immediately preceding the applicable Interest Payment Date and shall be paid to the person in whose name the Bond is registered as of the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee. The Trustee shall give notice of such special record date to the Owner not less than 10 days prior thereto. Section 2.03. Form of Series 1992 Bonds. The Series 1992 Bonds, the form of Trustee's certificate of authentication and registration, and assignment to appear thereon, shall be substantially in the form set forth on Exhibit A hereto, respectively, with necessary or appropriate variations, omissions and insertions as permitted or required by this Indenture. Section 2.04. Execution of Bonds. The Bonds shall be executed on behalf of the Agency by the manual or facsimile signatures of its Chairman and its Secretary who are in office on II-2 4173.01\6636000003 the date of adoption of this Indenture or at any time thereafter, and the seal of the Agency shall be impressed, imprinted or reproduced by facsimile thereon. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the purchaser. Any Bond may be signed and attested on behalf of the Agency by such persons as at the actual date of the execution of such Bond shall be the proper officers of the Agency although at the nominal date of such Bond any such person shall not have been such officer of the Agency. Only such Bonds as shall bear thereon a certificate of authentication and registration in the form hereinbefore recited, executed and dated by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee shall be conclusive evidence that the Bonds so registered have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Indenture. Section 2.05. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the registration books kept by the Trustee for such purpose, by the person in whose name it is registered in person or by his duly authorized attorney upon surrender of such Bond for cancellation accompanied by delivery of a written instrument of transfer in a form approved by the Trustee duly executed. Whenever any Bond or Bonds shall be surrendered for transfer the Agency shall execute and the Trustee shall deliver a new Bond or Bonds for like aggregate principal amount and of the same series and maturity. The Trustee shall require the Owner requesting such registration of transfer to pay any tax or other governmental charge required to be paid with respect, to such transfer. The Trustee may also require the Owner requesting such registration of transfer to pay a reasonable sum as may be necessary to cover any customary expenses incurred and fees charged by the Truste~ or the Agency with respect to such registration of transfer. No transfers of Bonds shall be required to be made (i) during the period fifteen days prior to the date established by. the Trustee for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption. Section 2.06. E×chanqe of Bonds. Bonds may be exchanged at the corporate trust office of the Trustee in , California, for a like aggregate principal amount of Bonds of authorized denominations and of the same series and maturity. II-3 4173.01\6636000003 The Trustee shall require the Owner requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange. The Trustee may also require the Owner requesting such exchange to pay a reasonable charge as may be necessary to cover customary expenses incurred and fees charged by the Trustee or the Agency with respect to such exchange. No exchanges of Bonds shall be required to be made (i) during the period fifteen days prior to the date established by the Trustee for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption. Section 2.07. Bond Register. The Trustee will keep or cause to be kept, at its corporate trust office in , California, sufficient books for the registration and transfer of the Bonds, which shall at all times be open to inspection by the Agency during normal business hours upon reasonable notice; and upon presentation for such purpose the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books Bonds as hereinbefore provided. Section 2.08. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Agency, 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 Agency upon the same conditions and in substantially the same manner as the definitive Bonds. If the Agency issues temporary Bonds it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered, for cancellation in exchange therefor at the corporate trust office of the Trustee in California, and the Trustee shall deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations and of the same series and maturity or maturities. Until so exchanged the temporary Bonds shall be entitled to the same benefits pursuant to this Indenture as definitive Bonds authenticated and delivered hereunder. Section 2.09. Bonds Mutilatedi Lost. Destroyed or Stolen. If any Bond shall become mutilated the Agency, at the expense of the Owner of said Bond, shall execute and the Trustee shall thereupon deliver a new Bond of like series, tenor and principal amount in exchange and substitution for the Bond so mutilated but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it. If any Bond shall be lost, destroyed or stolen, II-4 4173.01\6636000003 evidence of such loss, destruction or theft may be submitted to the Agency and the Trustee and, if such evidence be satisfactory to both and indemnity satisfactory to them shall be given, the Agency, at the expense of the Owner, shall execute and the Trustee shall thereupon authenticate and deliver a new Bond of like series, tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The Agency may require payment of a sum not exceeding the actual cost of preparing each new Bond issued under this Section and of the expenses which may be incurred by the Agency and the Trustee in the premises. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Agency 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 issued pursuant to this Indenture. 11-5 4173.01\6636000003 ARTICLE III APPLICATION OF PROCEEDS AND PARITY BONDS Section 3.01. Appl.{cation of Proceed~ of the Series 1992 Bonds. The net proceeds from the sale of the Series 1992 Bonds, being the amount of $ , shall be paid to the Trustee who shall forthwith set aside, pay over and deposit such proceeds as follows: (1) Deposit the amount of $ , representing accrued interest, in the Interest Account; Account Deposit the amount of $ in the Reserve (3) Deposit the amount of $ Issuance Fund; in the Costs of (4) Deposit the amount of $ Proceeds Account; and in the City Bond (5) Deposit the amount of $ Bond Proceeds Account. in the District Section 3.02. RedeveloDment Fund. There is hereby established a separate fund to be known as the "Redevelopment Fund," which shall be held by the Trustee in trust. Within the Redevelopment Fund there are hereby established the "City Bond Proceeds Account," the "District Bond Proceeds Account" and the "District Additional Projects Account." The moneys in the City Bond Proceeds Account shall be used and withdrawn by the Trustee from time to time to pay costs of the Redevelopment Project upon submission of a Written Request of the Agency stating the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said account. The moneys in the District Bond Proceeds Account and the District Additional Projects Account shall be use~ and withdrawn by the Trustee from time to time for the purposes described in a written certificate furnished to the Trustee by the Assistant Superintendent - Business Services of the District, or his designee, which written certificate sets forth the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was' incurred, whether the obligation will be paid from the District Bond Proceeds Account or the District Additional Projects Account and that such payment is a proper charge against said account. All money in the Redevelopment Fund shall be used and disbursed in the manner provided by the Law for the purpose of III-1 4173.01\6636000003 aiding in financing or refinancing the Redevelopment Project, except that amounts in the District Additional Projects Account may be used for any lawful purpose of the District. section 3.03. Costs of Issuance Fund. There is hereby established a separate fund to be known as the "Costs of Issuance Fund," which shall be held by the Trustee in trust. The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of the Agency stating the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. On the date six months following the Closing Date, or upon the earlier Written Request of the Agency stating that all known Costs of Issuance have been paid, all amounts, if any, remaining in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Agency to be applied for lawful redevelopmerit purposes. Section 3.04. Issuance of Parity Ronds. In addition to the Series 1992 Bonds, the Agency may, by a Supplemental Indenture, issue Parity Bonds payable from Tax Revenues as and to the extent provided in this Indenture and secured by the pledge made under this Indenture equally and ratably with the Bonds previously issued. The Agency may issue, and the Trustee may authenticate and deliver to the purchasers thereof, Parity Bonds, in such principal amount as shall be determined by the Agency, but only upon compliance by the Agency with the provisions of this Section 3.04, Section 3.05 and any additional requirements set forth in said Supplemental Indenture and subject to the following specific conditions, which are hereby made conditions precedent.to the issuance of any such Parity Bonds: (a) No Event of Default shall have occurred and then be continuing; (b) A Tax Revenue Certificate shall be delivered to the Trustee stating that Tax Revenues to be received by the Agency in the current Fiscal Year, based upon the most recent assessed valuation of taxable property in the Project Area and as shown on the records of the County and assuming a property tax rate of 1%, plus, at the option of the Agency, the Additional Allowance if any Additional Allowance is identified in a Report of an Independent Financial Consultant, Independent Certified Public Accountant or Redevelopment Consultant delivered to the Trustee, is at least equal to 125% of Maximum Annual Debt Service on all Bonds which will be Outstanding following the issuance of such Parity Bonds; III-2 4173.01 \6636000003 (C) The Agency shall certify to the Trustee that the aggregate amount of the principal of and interest on all Outstanding Bonds coming due and payable following the issuance of such Parity Bonds shall not exceed the maximum amount of Tax Revenues permitted under the Redevelopment Plan to be allocated and paid to the Agency following the issuance of such Parity Bonds; (d) The Supplemental Indenture authorizing the issuance of Parity Bonds shall provide that (i) interest on such Parity Bonds, if the Agency determines in such Supplemental Indenture that it is to be paid on a current basis, shall be payable on May i and November I in each year of the term of such Parity Bonds except the first twelve-month period during which interest may be payable on any May i or November 1, and (ii) the principal of such Parity Bonds shall be payable on November I in any year, as determined by the Agency, in which principal is payable; (e) Money shall be deposited in the Reserve Account from the proceeds of the sale of said Parity Bonds (or a reserve fund letter of credit, bank insurance policy or other comparable credit facility provided) in an amount equal to the Reserve Requirement for such series of Bonds; and (f) The Agency shall deliver to the Trustee a certificate of the Agency certifying that the conditions precedent to the issuance of such Parity Bonds set forth in the Indenture have been satisfied and that the deposit into the Reserve Account as set forth above has been made. For the purposes of the calculation of the coverage requirements set forth in subsection (b) of this Section 3.04 with respect to the issuance of Parity Bonds, Outstanding Bonds and Parity Bonds shall not include a principal amount of such Parity Bonds, determined on such basis among maturities as the Agency may determine, equal to the proceeds of such Parity Bonds to be deposited in an escrow fund established for such Parity Bonds (the "Escrowed Bonds"), provided that the Supplemental Indenture authorizing the issuance of such Parity Bonds shall provide that: (1) Such proceeds shall be invested in Permitted Investments, and an amount equal to the difference between the projected interest earnings on such proceeds and the interest due on the Escrowed Bonds (when the earnings on such proceeds are less than the interest due on the Escrowed Bonds) shall be deposited in the Interest Account so as to pay interest on the Escrowed Bonds as it becomes due and payable; III-3 4173.01\6636000003 (2) Moneys may be transferred from the escrow fund established for the Escrowed Bonds only if a Tax Revenue Certificate establishes that the amount of Tax Revenues and Additional Allowance, if any Additional Allowance is identified in a Report of an Independent Financial Consultant, Independent Certified Public Accountant or Independent Redevelopment Consultant, based on the most recent assessed valuation of taxable property in the Project Area as shown on the records of the County and assuming a property tax rate of 1%, for the next Fiscal Year after the proposed transfer date of such Parity Bonds at least equals 125% of the Maximum Annual Debt Service on all Outstanding Bonds; and (3) Such Parity Bonds shall be redeemed from moneys remaining on deposit in the escrow fund established for the Escrowed Bonds at the expiration of a specified escrow period in such manner as may be determined by the Agency in the Supplemental Indenture. Section 3.05. ProceedinGs for Issuance of Parity Bonds. Whenever the Agency shall determine to issue Parity Bonds pursuant to Section 3.04, the Agency shall authorize the execution of a Supplemental Indenture specifying the principal amount and prescribing the forms of such Parity Bonds and providing the terms, conditions, distinctive designation, denominations, date, maturity date or dates, interest rate or rates (or the manner of determining same), redemption provisions and place or places of payment of principal of or premium (if any) and interest on such Parity Bonds, and any other provisions respecting the Parity Bonds not inconsistent with the terms of this Indenture. Before such Parity Bonds shall be issued and delivered, the Agency shall file the following documents with the Trustee: (a) An executed copy of the Supplemental Indenture authorizing such Bonds. (b) A written certificate of the Agency stating that, to the knowledge of the Agency, no Event of Default has occurred and is then continuing. (c) An opinion of Bond Counsel that the execution of the Supplemental Indenture has been duly authorized by the Agency in accordance with this Indenture; that the Parity Bonds, when duly executed by the Agency and authenticated and delivered by the Trustee, will be legally valid and binding limited obligations of the Agency; and that the issuance of such Parity Bonds will not in and of itself III-4 4173.01\6636000003 impair the exclusion for federal income tax purposes of interest on any Outstanding Bonds. (d) A written certificate of the Agency certifying that the conditions precedent to the issuance of such Parity Bonds set forth in Section 3.04 have been satisfied. III-5 4173.01\6636000003 ARTICLE IV REDEMPTION Section 4.07. Terms of Redemption. (a) Optional Redemption. The Series 1992 Bonds maturing on or before November 1, , are not subject to call and redemption prior to maturl~97. The Series 1992 Bonds maturing on or after November 1, shall be subject to call and redemption prior to maturity, at the option of the Agency, as a whole on any date or in part on any Interest Payment Date, among maturities as shall be determined by the Agency, and by lot within each maturity (each Series 1992 Bond being deemed to be composed of $5,000 portions with each such portion being separately redeemable), from funds derived by the Agency from any source, on or after November 1, at the redemption price for each redeemed Series 1992 Bond set forth below, calculated as a percentage of the principal amount thereof, with accrued interest to the date of redemption: Redemption Redemption Period Price November 1, November 1, November 1, tO October 31, to October 31, and thereafter (b) Sinkinq Fund Redemption. The Series 1992 Bonds maturing on November 1, being the Series 1992 Term Bonds, shall be subject to mandatory sinking fund redemption in part, by lot, commencing on November 1, and on each November 1 thereafter from mandatory sinking fund payments set aside in the Principal Account, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, in the aggregate respective principal amounts and on the dates set forth below: IV-1 4173.01\6636000003 Payment Dates (November 1) Amount 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 (maturity) In the event that all or a portion of the principal installments of the Series 1992 Term Bonds have been prepaid by the Agency and any Series 1992 Term Bonds have thus been redeemed, the total amount of all future sinking fund payments set forth in the preceding schedule will be reduced by the aggregate principal amount of the Series 1992 Term Bonds so redeemed, to be allocated among each sinking fund payment on a pro rata basis in integral multiples of $5,000 as determined by the Agency in a written certificate forwarded to the District and the Trustee. In lieu of depositing cash with the Trustee as a mandatory sinking fund payment, the Agency shall have the option to tender to the Trustee for cancellation at least 60 days prior to a sinking fund redemption date any amount of Series 1992 Term Bonds purchased by the Agency which Series 1992 Term Bonds may be purchased by the Agency at public or private sale as and when and at such prices as the Agency may in its discretion determine. The par amount of any Series 1992 Term Bonds so purchased by the Agency and tendered to the Trustee in any twelve-month period ending on August 1 in any calendar year shall be credited towards and shall reduce the next mandatory sinking fund payments required to be made in the order in which they are required to be made pursuant to this Section 4.01(b). Section 4.02. Selection of Bonds for Redemption. Except as otherwise provided herein, whenever provision is made in this Indenture for the redemption of less than all of the Bonds of any series or any given portion thereof, the Trustee shall select the Bonds to be redeemed from all Bonds subject to redemption or such given portion thereof equal to a multiple of $5,000 not previously called for redemption by lot in any manner which the Trustee in its sole discretion shall deem appropriate and fair. The Trustee shall promptly notify the Agency and the District in writing of the Bonds or portions thereof so selected for redemption. Section 4.03. Notice of Redemption. Notice of redemption shall be given by the Trustee for and on behalf of the Agency, IV-2 4173.01\6636000003 not less than 30 nor more than 60 days prior to the redemption date by first class mail to each of the Owners designated for redemption at their addresses appearing on the Bond registration books of the Trustee on the date such Bonds are selected for redemption. Each notice of redemption shall (a) state the redemption date; (b) state the redemption price; (c) state the place or places of redemption; (d) state the CUSIP numbers of the Bonds to be redeemed, the individual number of each Bond to be redeemed or that all Bonds between two stated numbers (both inclusive) or that all of the Bonds are to be redeemed and, in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed; (e) state that on the redemption date there will become due and payable on each Bond the redemption price thereof and that from and after such redemption date interest thereon shall cease to accrue; and (f) require that such Bonds be then surrendered, with a written instrument of transfer duly executed by the Owner thereof or by his attorney duly authorized in writing if payment is to be made to a person other than the Owner. Additionally, on the date on which the notice of redemption is mailed to the Owners of the Bonds pursuant to the provisions above, such notice of redemption shall be given by (i) first class mail, postage prepaid, (ii) confirmed facsimile transmission, or (iii) overnight delivery service, to each of the Securities Depositories and to one or more of the Information Services as shall be designated in writing by the Agency to the Trustee and to any additional Information Services. The actual receipt of notice of such redemption by the Owner of any Bond shall not be a condition precedent to redemption, and failure to receive such notice or any defect therein shall not affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the redemption date. A certificate by the Trustee that notice of call and redemption has been given to Owners of the Bonds as herein provided shall be conclusive as against all parties, and no Owner whose Bond, or portion thereof, is called for redemption may object to the cessation of interest on the redemption date fixed by any claim or showing that he failed to receive actual notice of call and redemption. Notice of redemption of Bonds shall be given by the Trustee at the expense of the Agency. Section 4.04. Partial Redemption of Bonds. Upon surrender of any Bond redeemed in part only, the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Agency, a new Bond or Bonds of authorized denominations, and of the same maturity and series and equal in aggregate principal amount to the unredeemed portion of the Bond surrendered. IV-3 4173.01\6636000003 Section 4.05. ~ffect of Redemption. When notice of redemption has been given substantially as provided above and when the amount necessary for the redemption of the Bonds called for redemption (principal and premium, if any) is set aside for that purpose in the Redemption Fund, as provided in Section 5.04, and when interest accrued and to accrue to the redemption date has been set aside for that purpose in the Interest Account, the Bonds designated for redemption shall become due and payable on the redemption date thereof at the place specified in the notice of redemption. Such Bonds shall be redeemed and paid at said redemption price out of the Redemption Fund and no interest will accrue on such Bonds called for redemption after the redemption date specified in such notice. The Owners of said Bonds so called for redemption after such redemption date shall look for the payment of such Bonds and the premium thereon, if any, only to the Redemption Fund. All Bonds redeemed shall forthwith be canceled by the Trustee and shall not be reissued. All unpaid interest with respect to the Bonds payable at or prior to the redemption date shall continue to be payable to the respective Owners thereof, or their order, but without interest thereon. Section 4.06. Open Market Purchase of Bonds. The Agency may at any time buy Bonds of any series at public or private sale at a price which, inclusive of brokerage fees, will not exceed the par amount of the Bonds so purchased, plus any applicable premium at the next redemption date and any Bonds so purchased shall be tendered to the Trustee for cancellation. IV-4 4173.01\6636000003 ARTICLE V THE TAX REVENUES; SPECIAL FUND AND ACCOUNTS; SURPLUS Section 5.0~. Pledge of T~x Revenues. The Bonds shall be secured by a pledge (which pledge shall be effected in the manner and to the extent hereinafter provided) of all of the Tax Revenues (except as otherwise provided in Section 5.02), and, by a pledge of all of the moneys in the City Bond Proceeds Account, the District Bond Proceeds Account, the Costs of Issuance Fund, the Special Fund, the Interest Account, the Principal Account, the Reserve Account and the Redemption Account. Moneys in the District Additional Projects Account shall not be pledged in any manner to the repayment of the Bonds. The Tax Revenues shall be allocated solely to the payment of the principal and interest, and redemption premium, if any, of the Bonds and to the Reserve Account for the purpose set forth in Section 5.03; except that out of the Tax Revenues may be apportioned in such amounts for such other purposes as are expressly permitted by Section 5.02. The pledge and allocation of Tax Revenues is for the exclusive benefit of the Bonds and shall be irrevocable until all of the Bonds have been paid and retired or until moneys have been set aside irrevocably for that purpose. In consideration of the acceptance of the Bonds by those who shall own them from time to time, this Indenture shall be deemed to be and shall constitute a contract between the Agency and the Owners from time to time of the Bonds and the covenants and agreements herein set forth to be performed on behalf of the Agency shall be for the equal and proportionate security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof, of the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. Section 5.02. Special Fund: Deposit of Tax Revenues. There is hereby established a special fund to be known as the "Temecula Redevelopment Project No. 1 Tax Allocation Bonds Special Fund" (the "Special Fund"), which shall be held by the Trustee. The Agency shall transfer all of the Tax Revenues received in any Bond Year to the Trustee for deposit in the Special Fund promptly upon receipt thereof by the Agency; provided, that the Agency shall not be obligated to deposit in the Special Fund in any Bond Year an amount of Tax Revenues which, together with other available amounts in the Special Fund exceeds the amounts required to be transferred to the Trustee for deposit in the Interest Account, the Principal Account, the Reserve Account and the District Additional Projects Account in such Bond Year pursuant to Section 5.03. Any Tax Revenues received by the V-1 4173.01\6636000003 Agency during any Bond Year in excess of the amounts required to be transferred to the Trustee for deposit into the Interest Account, the Principal Account, the Reserve Account and the District Additional Projects Account in such Bond Year pursuant to Section 5.03, shall be released from the pledge and lien hereunder and may be used for any lawful purposes of the Agency. All Tax Revenues and any other amounts at any time paid by the Agency and designated in writing for deposit in the Special Fund shall be held by the Trustee solely for the uses and purposes hereinafter in this Article V set forth. So long as any of the Bonds are Outstanding, the Agency shall not have any beneficial right or interest in the Tax Revenues, except only as provided in this Indenture, and such moneys shall be used and applied as herein set forth. Attached hereto as Appendix A is a schedule of principal and interest payments for each Bond Year and the portion thereof attributable to the Agency and the District. On or prior to January 15 in each year, commencing January 15, 1993, the District shall supply the Trustee with the amount to be deposited in that Bond Year into the District Additional Projects Account. Section 5.03. Establishment and Maintenance of Accounts. All moneys in the Special Fund shall be transferred and set aside by the Trustee in the following respective special accounts of the Special Fund (each of which is hereby created to be held in trust by the Trustee) in the following order of priority: (a) Interest Account. At least one Business Day prior to each Interest Payment Date,-the Trustee shall transfer from the Special Fund and set aside in the Interest Account an amount which, when added to the amount contained in the Interest Account will be equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds on such Interest Payment Date. No deposit need be made into the Interest Account if the amount contained therein is at least equal to the interest to become due on the next succeeding Interest Payment Date upon all of the Bonds issued hereunder and then Outstanding. The Trustee shall also deposit in the Interest Account any other moneys received by it from the Agency and designated in writing by the Agency for deposit in the Interest Account. All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity pursuant to this Indenture). V-2 4173.01 \ 6636000003 (b) Pr4nciDal Account. At least one Business Day prior to each Principal Payment Date, the Trustee shall transfer from the Special Fund and set aside in the Principal Account an amount which, when added to the amount contained in the Principal Account will be equal to the principal becoming due and payable on the Bonds on such Principal Payment Date, whether by reason of scheduled maturity or mandatory sinking fund redemption pursuant to Section 4.01(b) hereof. No deposit need be made into ~he Principal Account if the amount contained therein is at least equal to the principal to become due on such Principal Payment Date, whether by reason of scheduled maturity or mandatory sinking fund redemption. The Trustee shall also deposit in the Principal Account any other moneys received by it from the Agency and designated in writing by the Agency for deposit in the Interest Account. All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal on the Bonds as it shall become due and payable, whether by reason of scheduled maturity or mandatory sinking fund redemption. (c) Reserve Account. At least one Business Day before each Interest Payment Date and after the deposits required pursuant to the preceding subparagraphs have been made, the Trustee shall withdraw from the Special Fund and deposit in the Reserve Account an amount of money, if any, required to maintain the Reserve Account in the full amount of the Reserve Requirement. No deposit need be made in the Reserve Account so long as there shall be on deposit therein a sum equal to at least the amount required by this paragraph to be on deposit therein. The Trustee shall deposit proceeds from subsequent series of Bonds into the Reserve Account in such amounts as may be set forth in the Supplemental Indentures pursuant to which such subsequent series of Bonds are issued. The Trustee shall hold deposits from each series of Bonds in a separate subaccount of the Reserve Account. All transfer of moneys from or into the Reserve Account shall be ~ade from or into each subaccount on a pro-rata basis for each series of Bonds. All money in the Reserve Account shall be used and withdrawn by the Trustee solely for the purpose of replenishing the Interest Account and the Principal Account, in such order, in the event of any deficiency at any time in any of such accounts, or for the purpose of paying the interest on or principal of or redemption premiums, if any, on the Bonds in the event that no other money of the Agency is lawfully available therefor, or for the retirement of all the Bonds then Outstanding, except that so long as the Agency is not in default hereunder, any amount in the Reserve Account in excess of the amount required by this paragraph to be on deposit V-3 4173.01\6636000003 therein except as herein otherwise provided shall be transferred to the Special Fund. The Reserve Requirement may be satisfied by crediting to the Reserve Account moneys, a letter of credit, a bond insurance policy, any other comparable credit facility or any combination thereof, which in the aggregate make funds available in the Reserve Account in an amount equal to the Reserve Requirement; provided, however, the provider of any such letter of credit, bond insurance policy or other comparable credit facility must be rated in one of the two highest rating categories by Standard & Poor's Corporation and Moody's Investors Service at the time of delivery of such letter of credit, bond insurance policy or other comparable credit facility. Upon the deposit with the Trustee of such letter of credit, bond insurance policy or other comparable credit facility, the Trustee shall transfer moneys then on hand in the Reserve Account to the Agency to be applied for lawful redevelopment purposes. The Agency shall transfer to the District any applicable pro rata share of such moneys. (d) District Additional Pro~ects Account. There shall be deposited to the District Additional Projects Account such amounts at such times as is set forth in the January 15 letter of the District delivered to the Trustee as described in the last paragraph of Section 5.02. (e) SurDlus. Except as may be otherwise provided in any Supplemental Indenture, the Agency shall not be obligated to transfer to the Trustee for deposit in the Special Fund in any Bond Year an amount of Tax Revenues which, together with other available amounts in the Special Fund, exceeds the amounts required in such Bond Year pursuant to Section 5.03. In the event that for any reason whatsoever any amounts shall remain on deposit in the Special Fund on any August 2 after making all of the transfers theretofore required to be made pursuant to the preceding clauses (a), (b), (c) and (d) and pursuant to any Supplemental Indenture, the Trustee shall withdraw such amounts from the.Special Fund and transfer such amounts to the Agency, to be used for any lawful purposes of the Agency. Section 5.04. Redemption Fund. The Redemption Fund shall be held by the Trustee. On or before the Business Day preceding any date on which the Bonds are to be redeemed pursuant to Section 4.01(a), the Agency shall deposit with the Trustee for deposit in the Redemption Fund an amount required to pay the principal of and premium, if any, on the Bonds to be redeemed pursuant to Section 4.01(a). All moneys in the Redemption Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of and premium, if any, on the Bonds to V-4 4173.01\6636000003 be redeemed pursuant to Section 4.01(a) on ~he date set for such redemption. V-5 4173.01\6636000003 ARTICLE VI COVENANTS OF THE AGENCY Sect{on 6.01. Punctual Payment. The Agency will punctually' pay or cause to be paid the principal and interest to become due in respect of all the Bonds in strict conformity with the terms of the Bonds and of this Indenture, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Indenture and all Supplemental Indentures and of the Bonds. Nothing herein contained shall prevent the Agency from making advances of its own moneys howsoever derived to any of the uses or purposes permitted by law. Section 6.02. Rxtension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the Agency will not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and will not, directly or indirectly, approve any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded whether or not with the consent of the Agency, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded. Section 6.03. AGainst Encumbrances. Except for Parity Bonds issued in accordance with Sections 3.04 and 3.05, the Agency covenants and agrees that it will not issue any other obligations payable, as to either principal or interest, from the Tax Revenues which have, or purport to have, any lien upon the Tax Revenues superior to or on a parity with the lien of the Bonds; provided, however, that nothing in this Indenture shall prevent the Agency from issuing and selling pursuant to law refunding bonds or other refunding obligations payable from and having a first lien on a parity basis with all Outstanding Bonds upon the Tax Revenues if such refunding bonds or other refunding obligations are issued and are sufficient for the purpose of refunding all or a portion of the Bonds then Outstanding and, provided further, that the Agency may a~ any time issue any obligation or security subordinate to the Bonds. Section 6.04. Protection of Security and Rights of Owners. The Agency will preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the sale and delivery of any of the Bonds by the Agency the Bonds shall be incontestable by the Agency. VI-1 4173.01\6636000003 Section 6.05. Payments of Taxes and Other Chardes. The Agency will pay and discharge, or cause to be paid and discharged, all taxes, service charges, assessments and other governmental charges which may hereafter be lawfully imposed upon the Agency or the properties then owned by the Agency in the Project Area, or upon the revenues therefrom, when the same shall become due. Nothing herein contained shall require the Agency to make any such payment so long as the Agency in good faith shall contest the validity of said taxes, assessments or charges. The Agency will duly observe and conform with all valid requirements of any governmental authority relative to the Project or any part thereof. Section 6.06. Compliance with T.aw. Completion of Project. The Agency will comply with all applicable provisions of the Law in completing the Project including, without limitation, duly noticing and holding any public hearing required by either Section 33445 or 33679 of the Law prior to application of proceeds of the Bonds to any portion of the Project subject to either Section 33445 or 33679. In addition, the Agency will comply timely with the public hearing and further requirements of Section 33334.6. The Agency will commence, and will continue to completion, with all practicable dispatch, the Project and the Project will be accomplished and completed in a sound and economical manner and in conformity with the Redevelopment Plan and the Law. Section 6.07. Financial Statements. The Agency will cause to be prepared and filed with the Trustee annually, within 180 days after the close of each Fiscal Year so long as any of the Bonds are Outstanding, complete financial statements with respect to such Fiscal Year showing the Tax Revenues, all disbursements from the Redevelopment Fund and the financial condition of the Project, including the balances in all funds and accounts relating to the Project, as of the end of such Fiscal Year. Section 6.08. Taxation of Leased Property. Whenever any property in the Redevelopment Project has been redeveloped and thereafter is leased by the Agency to any person or persons (other than the City) or whenever the Agency leases real property in the Redevelopment Project to any person or persons (other than the City) for redevelopment, the property shall be assessed and taxed in the same manner as privately owned property, as required by Section 33673 of the Law. Section 6.09. Disposition of Property. The Agency will not participate in the disposition of any and or real property in the Project Area to anyone which will result in such property becoming exempt from taxation because of public ownership or use or otherwise (except property dedicated for public right-of-way and except property planned for public ownership or use by the VI -2 4173.01\6636000003 Redevelopment Plan in effect on the date of this Indenture) if the effect of such disposition would be to cause the amount of Tax Revenues for the then current Fiscal Year based on assessed valuation of property in the Project Area as evidenced in a written document from the County, to fall below 125% of Maximum Annual Debt Service. Section 6.10. Tax Revenues. The Agency shall comply with all requirements of the Law to insure the allocation and payment to it of the Tax Revenues including without limitation the timely filing of any necessary statements of indebtedness with appropriate officials of the County. Section 6.11. Use of Proceeds. The Agency covenants and agrees that the proceeds of the sale of the Bonds will be deposited and used as provided in the Law. Section 6.12. Further Assurances. The Agency will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture and for the better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in this Indenture. Section 6.13. Non-Arbitraqe Bonds. The Agency covenants with the Owners of the Series 1992 Bonds at any time Outstanding that it will make no use of the proceeds of the Series 1992 Bonds which will cause the Series 1992 Bonds to be "arbitrage bonds" subject to federal income taxation by reason of Section 148 or any successor section of the Code. To that end, so long as any of the Series 1992 Bonds are Outstanding, the Agency, with respect to the proceeds of the Series 1992 Bonds, shall comply with all requirements of said Section 148 or any successor section and all regulations of the United States Department of the Treasury issued thereunder, to the extent that such requirements are, at the time, applicable and in effect. Section 6.14. Private Activity Bonds. The Agency covenants with the Owners of the Series 1992 Bonds at any time Outstanding that it will not use any of the proceeds of the Series 1992 Bonds in any way that would cause the Series 1992 Bonds to become "private activity bonds" within the meaning of Section 141(a) of the Code. Section 6.15. Federal Guarantee. The Agency covenants with the Owners of the Series 1992 Bonds at any time Outstanding that it will not use any of the proceeds of the Series 1992 Bonds in any way that would cause the Series 1992 Bonds to be "federally guaranteed" within the meaning of Section 149 of the Code. VI-3 4173.01\6636000003 Section 6.16. Compliance w.~th the Code. The Agency covenants to take any and all action and to refrain from taking such action, which is necessary in order to comply with the Code in order to maintain the exclusion from gross income for federal income tax purposes pursuant to Section 103 of the Code of the interest on the Series 1992 Bonds paid by the Agency and received by the Owners. Sect{on 6.17. v.i~it on Tndebtedne~s. The Agency covenants with the Owners of all of the Bonds at any time Outstanding that it will not enter into any obligation or make any expenditure payable from taxes allocated to the Agency under the Law the payments of which, together with payments theretofore made or to be made with respect to other obligations (including, but not limited to, the Bonds) previously entered into by the Agency, would exceed the then-effective limit on the amount of taxes which can be allocated to the Agency pursuant to Section 33333.2(1) of the Law and the Redevelopment Plan. VI -4 4173.01\6636000003 ARTICLE VII THE TRUSTEE; INVESTMENT OF MONEYS Section 7.01. Trustee. Duties. Immunities and Liabilities of (a) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture. The Trustee shall only be obligated to perform such duties as are expressly set forth herein, and no duties or obligations not expressly set forth herein shall be implied. The Trustee shall, 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 person would exercise or use under the circumstances in the conduct of his own affairs. (b) The Agency may remove the Trustee, at any time, unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or (ii) if at any time the Trustee shall cease to be eligible in accordance with subsection (e) of this Section 7.01, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. In each case such removal shall be accomplished by the giving of written notice of such removal by the Agency to the Trustee, whereupon in the case of the Trustee, the Agency shall appoint a successor Trustee by an instrument in writing. (c) The Trustee-may at any time resign by giving written notice of such resignation to the Agency and by giving the Owners notice of such resignation by mail at their respective addresses shown on the registration books. Upon receiving such notice of resignation, the Agency shall promptly appoint a successor Trustee by an instrument in writing. The Trustee shall not be relieved of its duties until such successor Trustee has accepted such appointment. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted VII-1 4173.01\6636000003 appointment within 45 days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of himself and all other Owners), at the expense of the Agency, may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture shall signify its acceptance of such appointment by executing and delivering to the Agency and to its predecessor Trustee a written acceptance thereof, and thereupon and upon receipt by the predecessor Trustee of all fees and expenses due and payable to it, such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, at the Written Request of the Agency or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Agency shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance o[ appointment by a successor Trustee as provided in this subsection (d), the Agency shall mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which then has a current rating on the Bonds, if any, and to the Owners at their respective addresses shown on the Registration Books. If the Agency fails to mail such notice within 15 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Agency. (e) Any Trustee appointed under the provisions of this Section 7.01 in succession to the Trustee shall be a corporation organized and doing business under the laws of any state, the District of Columbia or the United States of America, authorized under such laws to exercise corporate trust powers, which shall have (or, in the case of a corporation included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least, $50,000,000, and subject to supervision or examination by federal or state authority, so long as any Bonds are Outstanding. If such corporation publishes a report of condition at least annually, VII-2 4173.01 \6636000003 pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection (e) the combined capital and surplus of each corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in Section (d). Section 7.02. MerGer or Consolidation. Any bank or trust company into which the Trustee may be merged or converted or with which either of them may be consolidated or any bank or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank or trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such bank or trust company shall be eligible under subsection (e) of Section 7.01, shall be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. Section 7.03. LiabilitV of Trustee. (a) The recitals of facts herein and in the Bonds contained shall be taken as statements of the Agency, and the Trustee shall not assume responsibility for the correcthess of the same, nor make any representations as to the validity or sufficiency of this Indenture or of the Bonds nor shall incur any. responsibility in respect thereof, other than as expressly stated herein. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee shall not be liable for the acts of any agents of it selected by it with due care. The Trustee may become the Owner of Bonds with the same rights it would have if it were not Trustee and, to the extent permitted by law, may act as depositary for and permit any of its officers or directors to act as member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners, whether or not such committee shall represent the Owners of a majority in principal amount of the Bonds then Outstanding. (b) The Trustee shall not be liable for any error of judgment made in good faith by its officers, agents, directors or employees, unless it shall be proved that it was negligent in ascertaining the pertinent facts. (c) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in VII-3 4173.01\6636000003 accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. (d) The Trustee shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. (e) The Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless and until it shall have actual knowledge thereof, or shall have received written notice thereof, at its corporate trust office in , California. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of an Event of Default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. Without limiting the generality of the foregoing, the Trustee shall not be responsible for reviewing the contents of any financial statements furnished to the Trustee pursuant to Section 6.07 and may rely conclusively on the certificates accompanying such financial statements to establish the Agency's compliance with its financial covenants hereunder, including, without limitation, its covenants regarding the deposit of Tax Revenues into the Special Fund and the investment and application of moneys on deposit in the Special Fund (other than its covenants to transfer such moneys to the Trustee when due hereunder). Section 7.04. RiGht to Rely on Documents. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, Bonds or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be counsel of or to the Agency, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection. in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. The Trustee shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto is established to the satisfaction of the Trustee. VII-4 4173.01\6636000003 Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidencein respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a written certificate of the Agency, which shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of this Indenture in reliance upon such written certificate. No provision in this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability hereunder if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity is not assured to it. Section 7.05. Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of this Indenture shall be retained in its possession and shall be subject at all reasonable times during business hours upon reasonable notice to the inspection of the Agency and any Owner of at least 5% of the principal amount of Bonds Outstanding, and their agents and representatives duly authorized in writing, at reasonable hours and under reasonable conditions. x Section 7.06. ComDensation and Indemnification- The Agency shall pay to the Trustee from time to time all compensation for all reasonable services rendered under this Indenture and also all reasonable expenses, charges, legal and consulting fees and other disbursements and those of its attorneys, agents and employees, incurred in and about the performance of'its powers and duties under this Indenture. The Agency further covenants and agrees to indemnify and save the Trustee and its officers, directors, agents and employees harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise and performance of its powers and duties hereunder, including the costs and expenses of defending against any claim of liability, but excluding any and all losses, expenses and liabilities which are due to the negligence, willful misconduct or willful default of the Trustee, its officers, directors, agents or employees. The obligations of the Agency under this paragraph shall survive resignation or removal of the Trustee under this Indenture and payment of the Bonds and discharge of this Indenture. Section 7.07. Deposit and Investment of Moneys in Funds. Moneys in the City Bond Proceeds Account, the Special Fund, the Interest Account, the Principal Account, the Reserve Account, the Redemption Account and the Costs of Issuance Fund shall be VII-5 4173.01\6636000003 invested by the Trustee in Permitted Investments as specified in writing by the Treasurer of the Agency. Moneys in the District Bond Proceeds Account and the District Additional Projects Account shall be invested by the Trustee in Permitted Investments as specified in writing by the Assistant Superintendent - Business Services of the District or his designee. In the absence of any such written direction, the Trustee shall invest any such moneys in Permitted Investments described clause 7 of the definition thereof which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Obligations purchased as an investment of moneys in any fund or account shall be deemed to be part of such fund or account. Whenever in this Indenture any moneys are required to be transferred by the Agency to the Trustee, such transfer may be accomplished by transferring a like amount of Permitted Investments which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. 111 interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be retained in the respective funds and accounts to be used for the purposes thereof; provided, however, that all interest or gain from the investment of amounts in the Reserve Account shall be deposited by the Trustee in the Interest Account, but only to the extent that the amount remaining in the Reserve Account following such deposit is equal to the Reserve Requirement. For purposes of acquiring any investments hereunder, the Trustee may in its discretion commingle funds held by it hereunder. The Trustee may act as principal or agent in the acquisition of any investment. The Trustee shall incur no liability for losses arising from any investments made pursuant to this Section 7.07. For purposes of determining the amount on deposit in any fund or account held hereunder, all Permitted Investments credited to such fund or account shall be valued by the Trustee, at least monthly, at the market value (excluding accrued interest and brokerage commissions, if any). Section 7.08. Aocountina Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with industry standards, in which complete and accurate entries shall be made of all transactions relating to the proceeds of the Bonds and all funds and accounts established and held by the Trustee pursuant to this Indenture. Such books of record and account shall be available for inspection by the Agency and the District at reasonable hours, upon reasonable notice and under reasonable circumstances. The Trustee shall furnish to the Agency and the District, at least monthly, an accounting of all transactions relating to the proceeds of the Bonds and all funds and accounts VII-6 4173.01\6636000003 established pursuant to this Indenture, which may be in the form of the Trustee's regular monthly statement. Section 7.09. United States. Rebate of ~xcess Investment ~arninas to (a) The Trustee shall establish a special fund designated the "Redevelopment Agency of the City of Temecula Rebate Fund" (the "Rebate Fund"). All amounts at any time on deposit in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the requirement to make rebate payments to the United States (the "Rebate Requirement") pursuant to Section 148(f) of the Code and the Treasury Regulations promulgated thereunder (the "Rebate Regulations"). Such amounts shall be free and clear of any lien under this Indenture and shall be governed by this Section and Section 6.13 and by the "Guidelines for Compliance with Section 148(f) of the Internal Revenue Code" executed by the Agency on the Closing Date. The Trustee shall be deemed conclusively to have complied with the Rebate Requirement if it follows the directions of the Agency, and shall have no independent responsibility to, or liability resulting from its failure to, enforce compliance by the Agency with the Rebate Requirement. (b) Within 45 days of the end of each Bond Year, (1) the Agency shall calculate or cause to be calculated with respect to the Bonds the amount that would be considered "rebatable arbitrage" within the meaning of Section 1.148-2(a) of the Rebate Regulations, using as the "computation date" for this purpose the end of such Bond Year, and (2) upon the Agency's written direction, the Trustee shall deposit to the Rebate Fund from deposits from the Agency, if and to the extent required, amounts sufficient to cause the balance in the Rebate Fund to be equal to the amount of "rebatable arbitrage" so calculated. The Trustee shall not be required to deposit any amount to the Rebate Fund in accordance with the preceding sentence if the amount on deposit in the Rebate Fund prior to the deposit required to be made under this subsection (b) exceeds the amount of "rebatable arbitrage" calculated in accordance with the preceding sentence. Such excess may be withdrawn from the Rebate Fund to the extent permitted under subsection (g) of this Section. The Agency shall not be required to calculate the amount of "rebatable arbitrage" within the meaning of Section 1.148-2(a) of the Rebate Regulations with respect to all or a portion of the proceeds of the Bonds (including amounts treated as proceeds of the Bonds) (1) to the extent such proceeds satisfy the expenditure requirements of Section 148(f)(4)(B) or Section 148(f)(4)(C) of the Code, whichever is applicable, and otherwise qualify for the exception to the Rebate Requirement pursuant to whichever of said sections is applicable, (2) to the extent such proceeds are subject to an election by the Agency under Section VII-7 4173.01\6636000003 148(f)(4)(C)(vii) of the Code to pay a 1-1/2% penalty in lieu of arbitrage rebate in the event any of the percentage expenditure requirements of Section 148(f)(4)(C) are not satisfied, or (3) to the extent such proceeds qualify for the exception to arbitrage rebate under Section 148(b)(4)(A)(ii) of the Code for amounts in a "bona fide debt service fund." In such event, and with respect to such amounts, the Agency shall provide written direction to the Trustee that the Trustee shall not be required to deposit any amount to the Rebate Fund in accordance with this subsection (b). (c) Any funds remaining in the Rebate Fund after redemption of all of the Bonds and payment of any amounts described in paragraph (2) of subsection (d) of this Section, or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees to the Trustee, shall be withdrawn by the Trustee and remitted to the Agency. (d) Upon the Agency's written direction, but subject to the exceptions contained in subsection (b) of this Section to the requirement to calculate "rebatable arbitrage" and make deposits to the Rebate Fund, the Trustee shall pay to the United States, from amounts on deposit in the Rebate Fund, (1) not later than 60 days after the end of (i) the fifth Bond Year, and (ii) each fifth Bond Year thereafter, an amount that, together with all previous rebate payments, is equal to at least 90% of the sum of (A) the "rebatable arbitrage" calculated as of the end of such Bond Year in accordance with Section 1.148-2 of the Rebate Regulations, and (B) all previous rebate payments; and (2) not later than 60 days after the payment of all Bonds, an amount equal to 100% of the "rebatable arbitrage" calculated as of the end of such Bond Year (and any income attributable to the rebatable arbitrage determined to be due and payable) in accordance with Section 1.148-2 of the Rebate Regulations. (e) In the event that, prior to the time of any payment required to be made from the Rebate Fund, the amount in the Rebate Fund is not sufficient to make ~uch payment when such payment is due, the Agency shall calculate the amount of such deficiency and direct the Trustee to deposit an amount received from the Agency equal to such deficiency into the Rebate Fund prior to the time such payment is due. (f) Each payment required to be made pursuant to subsection (d) of this Section shall be made to the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038-T. VII-8 4173.01\6636000003 (g) In the event that immediately following the calculation required by subsection (b) of this Section, but prior to any deposit made under said subsection, the amount on deposit in the Rebate Fund exceeds the amount of "rebatable arbitrage" calculated in accordance with said subsection, upon written instructions from the Agency, the Trustee shall withdraw the excess from the Rebate Fund and credit such excess to the Interest Account. (h) The Agency shall retain records of all determinations made hereunder until six years after the retirement of the last obligation of the Bonds. (i) Notwithstanding anything in this Indenture to the contrary, the Rebate Requirement shall survive the defeasance of the Bonds. VII-9 4173.01\6636000003 ~T~CLE V~ MODIFICATION OR AMENDMENT OF THE INDENTURE Sect{on 8.01. Amendments Permitted. This Indenture and the rights and obligations of the Agency and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Indenture with the consent of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (1) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the Agency to pay the principal thereof, or interest thereon, or any premium payable on the redemption thereof, at the time and place and at the rate and in the currency provided therein without the express consent of the Owner of such Bond, or (2) permit the creation by the Agency of any mortgage pledge or lien upon the Tax Revenues superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise provided in this Indenture) or (3) reduce the percentage of Bonds required for the affirmative vote or written consent to an amendment or modification or (4) modify any of the rights or obligations of the Trustee without its written assent thereto. This Indenture and the rights and obligations of the Agency and of the Owners of the Bonds may also be modified or amended at any time by a Supplemental Indenture without the consent of any Owners, but only to the extent permitted by law and only for any one or more of the following purposes- (a) to add to the covenants and agreements of the Agency in this Indenture contained, other covenants and agreements thereafter to be observed or to limit or surrender any right or power herein reserved to or conferred upon the Agency; or (b) to make modifications not adversely affecting any Outstanding series of Bonds of the Agency in any material respect; or (c) with the written consent of the Trustee to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in regard to questions arising under this Indenture, as the Agency and the Trustee may deem necessary or desirable and which shall not materially adversely affect the rights of the Owners of the Bonds; or VIII-1 4173.01\6636000003 (d) to provide for the issuance of any Parity Bonds, and to provide the terms and conditions under which such Parity Bowas may be issued, subject to and in accordance with the provisions of Section 3.04 and Section 3.05. Section 8.02. Owners' Meetings. The Agency may at any time call a meeting of the Owners. In each event the Agency is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting. Section 8.03. Procedure for Amendment with Written Consent of Owners. The Agency may at any time adopt a Supplemental Indenture amending the provisions of the Bonds or of this Indenture or any Supplemental Indenture, to the extent that such amendment is permitted by Section 8.01, to take effect when and as provided in this Section. A copy of such Supplemental Indenture, together with a request to Owners for their consent thereto, shall be mailed by the Agency to each registered Owner of Bonds Outstanding, but failure to mail copies of such Supplemental Indenture and request shall not affect the validity of the Supplemental Indenture when assented to as in this Section provided. Such Supplemental Indenture shall not become effective unless there shall be filed with the Trustee the written consents of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership ofthe Bonds for which such consent is given which proof shall be such as is permitted by Section 10.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Trustee prior to the date when the notice hereinafter in this Section provided for has been mailed. Any revocation received by the Trustee after such notice has been mailed shall be of no force or effect. After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Indenture, the Agency shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Indenture, stating in substance that the Supplemental Indenture has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Indenture or consents VIII-2 4 173.01 \6636000003 thereto). Proof of the mailing of such notice shall be filed with the Trustee. A record consisting of the papers required by this Section to be filed with the Trustee shall be proof of the matters therein stated until the contrary is proved. The Supplemental Indenture shall become effective upon the filing with the Trustee of the proof of mailing of such notice, and the Supplemental Indenture shall be deemed conclusively binding upon the Agency and the Owners of all Bonds. Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the Agency or the City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon, consent to or take any other action provided for in this Article VIII. Section 8.05. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VIII, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Indenture of the Agency and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments. The Agency may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form approved by the Agency, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the'corporate trust office of the Trustee in California or at such other office as the Agency may select and aesignate for that purpose, a suitable notation shall be made on such Bond. The Agency may determine that new Bonds, so modified as in the opinion of the Agency is necessary to conform to such Owners' action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the corporate trust office of the Trustee in , California, without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds. Section 8.07. Amendatorv Endorsement of Bonds. The provisions of this Article VIII shall not prevent any Owner from VIII-3 4173.01\6636000003 accepting any amendment as to the particular Bonds held by him provided that due notation thereof is made on such Bonds. VIII-4 4 173.01 \6636000003 ARTICLE IX EVENTS OF DEFAULT AND REMEDIES OF OWNERS Section 9.01. ~vents of Default and Acceleration of Maturities. The following events shall constitute Events of Default hereunder: (a) if default shall be made in the due and punctual payment of the principal of or interest or redemption premium (if any) on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; (b) if default shall be made by the Agency in the observance of any of the covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, other than a default described in the preceding clause (a), and such default shall have continued for a period of 60 days following the receipt by the Agency of written notice from the Trustee or any Owner of the occurrence of such default; provided, however, that if in the reasonable opinion of the Agency the failure stated in such notice can be corrected, but not within such 60-day period, the Trustee shall not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the Agency within such 60-day period and diligently pursued until such failure is corrected; or (c) if the Agency shall file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of'the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the Agency, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Agency or of the whole or any substantial part of its property. If an Event of Default has occurred under this Section 9.01 and is continuing, the Trustee may and if requested in writing by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding the Trustee shall (a) declare the principal of the Bonds, together with the accrued interest thereon, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything in this Indenture or in the Bonds to the contrary notwithstanding, and (b) subject to the provisions of Section IX-1 4173.01\6636000003 9.06, exercise any other remedies available to the Trustee and the Owners in law or at equity. Immediately upon obtaining actual knowledge of the occurrence of an Event of Default, the Trustee shall give notice' of such Event of Default to the Agency by telephone confirmed in writing. Such notice shall also state whether the principal of the Bonds shall have been declared to be or have immediately become due and payable. With respect to any Event of Default described in clause (a) or (c) above the Trustee shall, and with respect to any Event of Default described in clause (b) above the Trustee in its sole discretion may, also give such notice to the Owners of the Bonds in the same manner as provided herein for notices of redemption of the Bonds. This provision, however, is subject to the condition that if, at any time after the principal of the Bonds shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Agency shall deposit with the Trustee a sum sufficient to pay all principal on the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal and interest at the net effective rate then borne by the Outstanding Bonds, and the reasonable expenses of the Trustee, and any'and all other defaults known to 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 Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the Agency and to the Trustee, may, on behalf of the Owners of all of the Bonds, rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. The Trustee agrees to enforce by mandamus, suit or other proceeding at law or in equity the covenants and agreements of the Agency. Section 9.02. Application of Funds Upon Acceleration. All of the Tax Revenues and all sums in the funds and accounts established and held by the Trustee hereunder upon the date of the declaration of acceleration (other than the Rebate Fund) as provided in Section 9.01, and all sums thereafter received by the Trustee hereunder, shall be applied by the Trustee in the following order upon presentation of the several Bonds, and the IX-2 4173.01\6636000003 stamping thereon of the payment if only partially paid, or upon the surrender. thereof if fully paid: First, to the payment of the fees, costs and expenses of the Trustee and thereafter of the Owners in declaring such Event of Default, including reasonable compensation to its or their agents, attorneys and counsel; and Second, to the payment of the whole amount then owing and unpaid upon the Bonds for principal and interest, with interest on the overdue principal and installments of interest, at the net effective rate then borne by the Outstanding Bonds (to the extent that such interest on overdue installments of principal and interest shall have been collected), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment of such principal and interest without preference or priority of principal over interest, or interest over principal, or of any installment of interest over any other installment of interest, or any Bond over any other Bond, ratably to the aggregate of such principal and interest. Section 9.03. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners 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 Owners 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, 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 Owners of a majority in principal amount of the Outstanding Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation. Section 9.04. Limitation on Owners' Right to Sue. No Owner of any Bond 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 Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of 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 Owners shall have tendered to the Trustee IX-3 4173.01\6636000003 indemnity acceptable to the Trustee, which indemnity will not be unreasonably rejected, 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 60 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 Owner of Bonds of any remedy hereunder, it being understood and intended that no one or more Owners of Bonds shall have any right in any manner whatever by his or their action to 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 Owners of the Outstanding Bonds. The right of any Owner of any Bond to receive payment of the principal of (and premium, if any) and interest on such Bond as herein provided or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture. Section 9.05. Non-waiver. Nothing in this Article IX or in any other provision of this Indenture or in the Bonds, shall affect or impair the obligation of the Agency, which is absolute and unconditional, to pay from the Tax Revenues and other amounts pledged hereunder, the principal of and interest and premium (if any) on the Bonds to the respective Owners of the Bonds on the respective Interest Payment Dates, as herein provided, or affect or impair the right of action, which is also absolute and unconditional, of the Owners to institute suit to enforce such payment by virtue of the contract embodied in the Bonds. A waiver of any default by any Owner shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of any Owner of any of the Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Owners by the Law or by this Article IX may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners of the Bonds. If a suit, action or proceeding to enforce any right or exercise any remedy shall be abandoned or determined adversely to IX-4 4173.01\6636000003 the Owners, the Agency and the Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. Sect{on 9.06. Actions by Trustee as Attorney .~n Fact. Any suit, action or proceeding which any Owner of Bonds shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners of Bonds similarly situated and the Trustee is hereby appointed (and the successive respective Owners of the Bonds issued hereunder, by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney in fact of the respective Owners of the Bonds for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners of the Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney in fact; provided, however, the Trustee shall have no obligation to exercise any rights or remedies hereunder unless it has been indemnified to its satisfaction by the Owners from any liability or expense, including attorneys' fees. All rights of action under this Indenture or the Bonds or otherwise may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in the name of the Trustee for the benefit and protection of the Owners of such Bonds, subject to the provisions of this Indenture. Section 9.07. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Owners of Bonds is intended to be exclusive of any other remedy. 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 or by statute or otherwise, and may be exercised without exhausting and without ~egard to any other remedy conferred by law. IX-5 4173.01 \ 6636000003 ARTICLE X MISCELLANEOUS Section 10.01. Benefits of Indenture T.imited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Agency, the District, the Trustee and the Owners of the Bonds, any right, remedy, claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture contained by and on behalf of the Agency shall be for the sole and exclusive benefit of the Owners of the Bonds and the Trustee. Section 10.02. Successor is Deemed Included ~n All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the Agency, the District or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof and all the covenants and agreements in this Indenture contained by or on behalf of the Agency, the District or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 10.03. Discharae of Indenture. If the Agency shall pay and discharge the entire indebtedness on all Bonds Outstanding in any one or more of the following ways- (1) by well and truly paying or causing to be paid the principal of and interest on all Bonds Outstanding, as and when the same become due and payable; (2) by irrevocably depositing with the Trustee, in trust, at or before maturity money which, together with the amounts then on deposit in the funds and accounts established pursuant to this Indenture is fully sufficient to pay all Bonds Outstanding, including all principal, interest and redemption premiums; or (3) by irrevocably depositing with the Trustee, in trust, non-callable Federal Securities in such amount as an Independent Financial Consultant shall certify to the Trustee, based upon a certificate of an Independent Certified Public Accountant, will together with the interest to accrue thereon and moneys then on deposit in the funds and accounts established pursuant to this Indenture, be fully sufficient to pay and discharge the indebtedness on all Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates; and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Indenture provided or provision satisfactory to the X-1 4173.01\6636000003 Trustee shall have been made for the giving of such notice, then notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Tax Revenues and other funds provided for in this Indenture and all other obligations of the Agency under this Indenture with respect to all Bonds Outstanding shall cease and terminate, except only the obligation of the Agency to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon, and thereafter Tax Revenues shall not be payable to the Trustee. If, subject to the above conditions, the Agency shall pay or cause to be paid or make provision for the payment to the Owners of less than all of the Outstanding Bonds the principal of and premium, if any, and interest on such Bonds which is and shall thereafter become due and payable upon such Bonds in accordance with the provisions of clauses (1), (2) and (3) above, such Bonds, or portions thereof, shall cease to be entitled to any lien, benefit or security under this Indenture. Any funds thereafter held by the Trustee which are not required for said purpose or for any remaining fees or expenses of the Trustee shall be paid over to the Agency. Section 10.04. Execution of Documents and Proof of Ownership bv Owners. Any request, declaration, or other instrument which this Indenture may require or permit to be executed by Owners may be in one or more instruments of similar tenor and shall be executed by Owners in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument or of such writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer. Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity number and date of holding the same shall be proved by the registration books. Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Agency or the Trustee in good faith and in accordance therewith. X-2 4 173.01 \6636000003 Section 10.05. Waiver of Personal X.iabilitv. No member, officer, agent or employee of the Agency or the District shall be individually or personally liable for the payment of the principal of or interest on the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duly provided by law. Section 10.06. Destruction of Canceled Bonds. Whenever in this Indenture provision is made for the surrender to the Agency of any Bonds which have been paid or canceled pursuant to the provisions of this Indenture, the Trustee may, if permitted by law, destroy such canceled Bonds and provide to the Agency upon request a certificate of destruction duly executed by the Trustee and the Agency shall be entitled to rely upon any statement of fact contained in any certificate with respect to the destruction of any such Bonds therein referred to; provided, however, if the Agency requests the destruction of such Bonds, the Agency agrees to reimburse the Trustee for the Trustee's costs incurred in connection with the microfilming or other required permanent recording, if any, related thereto. Section 10.07. Notices and Demands on Agency. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee to or on the Agency or the District may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Agency with the Trustee) as follows: If to the Agency: Redevelopment Agency of the City of Temecula 43174 Business Park Drive Temecula, California 92590 Attention: Executive Director If to the District: Temecula Valley Unified School District 31350 Rancho Vista Road Temecula, California 92592 Attention: Assistant Superintendent - Business Services If to the Trustee: Section 10.08. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Indenture shall for 4173.01\6636000003 X-3 any reason be held illegal or unenforceable such holding shall not affect the validity of the remaining portions of this Indenture. The Agency hereby declares that it would have adopted this Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid or unenforceable. If, by reason of the judgment of any court, the Trustee is rendered unable to perform its duties hereunder all such duties and all of the rights and powers of the Trustee hereunder shall be assumed by and vest in the Treasurer of the Agency in trust for the benefit of the Owners. The Agency covenants for the direct benefit of the Owners that its Treasurer in such case shall be vested with all of the rights and powers of the Trustee hereunder and shall assume all of the responsibilities and perform all of the duties of the Trustee hereunder in trust for the benefit of the Owners. Section 10.09. Rffective Date of Indenture. This Indenture shall take effect from and after the date of its execution. Section 10.10. Governinu Law. This Indenture shall be governed by and construed in accordance with the laws of the State of California. Section 10.11. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, but subject to applicable escheat laws, any money held by the Trustee in trust for the payment and discharge of the interest or premium (if any) on or principal of the Bonds which remains unclaimed for two years after the date when the payments of such interest, premium and principal have become payable, if such money was held by the Trustee at such date, or for two years after the date of deposit of such money if deposited with the Trustee after the date when the interest and premium (if any) on and principal of such Bonds have become payable, shall be delivered to the Agency as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the Agency for the payment of the interest and premium (if any) on and principal of such Bonds. Section 10.12. Execution in Counterparts. This Indenture 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. X-4 4173.01\6636000003 IN WITNESS WHEREOF, the Agency has caused this Indenture to be executed in its name and its seal to be affixed hereto and attested and the Trustee, in token of its acceptance of the trusts created hereunder, has caused this Indenture to be executed in its name all as of the day and year above written. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By: Chairman (SEAL) Attest: Secretary Trustee By: Authorized Officer X-5 4173.01\6636000003 EXHIBIT A (FORM OF BOND) UNITED STATES OF AMERICA STATE OF CALIFORNIA REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA TEMECULA REDEVELOPMENT PROJECT NO. 1 1992 TAX ALLOCATION BOND, SERIES A INTEREST RATE: REGISTERED OWNER: PRINCIPAL AMOUNT: MATURITY DATE: DATED DATE: November 1, 1992 CUSIP: DOLLARS The REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California (the "Agency"), for value received hereby promises to pay to the Registered Owner stated above or registered assigns, on the Maturity Date stated above (subject to any right of prior redemption hereinafter provided for), the Principal Amount stated above in lawful money of the United States of America and to pay interest thereon at the Interest Rate stated above in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (unless (i) this Bond is authenticated after a Record Date (as hereinafter defined) and on or before the following Interest Payment Date in which event it shall bear interest from such Interest Payment Date, or (ii) this Bond is authenticated on or prior to April 15, 1993, in which event it shall bear interest from the Dated Date stated above; provided, however, that if at the time of authentication of this Bond, interest is in default on this Bond, this BoHd shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on this Bond) until payment, of such Principal Amount in full, payable semiannually on each May 1 and November 1, commencing May 1, 1993 (each an "Interest Payment Date"), calculated on the basis of a 360-day year, consisting of twelve 30-day months. Principal hereof at maturity and premium, if any, upon earlier redemption hereof are payable upon presentment and surrender at the corporate trust office of the trustee under the Indenture (as hereinafter defined) (the ~'Trustee"), in , California. Interest hereon (including the final interest payment upon maturity or earlier redemption) is payable by check 4173.01\6636000003 A-1 or draft of the Trustee mailed by first class mail to the Registered Owner hereof at the Registered Owner's address as it appears on the Bond registration books maintained by the Trustee at the close of business on the fifteenth day of the month preceding each Interest Payment Date (the "Record Date"), or by wire transfer to an owner of $1,000,000 or more in aggregate principal amount of Bonds at such wire transfer address in the continental United States as such owner shall specify in a written notice requesting payment by wire transfer delivered to the Trustee not later than the Record Date for such payment. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF, WHICH FURTHER PROVISIONS OF THIS BOND SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time and manner as required by the Law and the laws of the State of California, and that the amount of this Bond, together with all other indebtedness of the Agency, does not exceed any limit prescribed by the Law or any laws of the State of California and is not in excess of the amount of Bonds permitted to be issued under the Indenture. This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Trustee. 4173.01\6636000003 A-2 IN WITNESS WHEREOF, the Redevelopment Agency of the City of Temecula has caused this Bond to be executed in its name and on its behalf with the facsimile signature of its Chairman and its seal to be reproduced hereon and attested by the facsimile signature of its Secretary, all as of November 1, 1992. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA (SEAL) ATTEST: By: Chairman Secretary [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within-mentioned Indenture. Authentication Date: as Trustee By: Authorized Officer 4173.01 \6636000003 A-3 (FORM OF BACK OF BOND) -, This Bond is one of a duly authorized issue of Bonds of the Agency designated as "Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. I 1992 Tax Allocation Bonds, Series A" (the "Bonds"), in an aggregate principal amount of $ , all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates, redemption and other provisions). The Bonds are issued pursuant to the provisions of the Community Redevelopment Law, being Part I (commencing with Section 33000) of Division 24 of the Health and Safety Code of the State of California (the "Law"), and pursuant to a Trust Indenture, dated as of November 1, 1992, entered into by and between the Agency and the Trustee (the "Indenture"), authorizing the issuance of the Bonds. Reference is hereby made to the Indenture (copies of which are on file at the office of the Agency) and all indentures supplemental thereto and to the Law for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Tax Revenues, as that term is defined in the Indenture, and other amounts pledged under the Indenture, and the rights thereunder of the owners of the Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Agency thereunder, to all of the provisions of which Indenture the Registered Owner of this Bond, by acceptance hereof, assents and agrees. The Bonds have been issued by the Agency to (i) finance certain redevelopment projects; (ii) to fund a reserve account; and (iii) to pay costs related to the issuance of the Bonds. The Bonds are special obligations of the Agency, and this Bond and the interest hereon and on all other Bonds and the interest thereon (to the extent set forth in the Indenture) are payable from, and are secured equally and on a parity, without distinction as to series, by a charge and lien on the Tax Revenues derived by the Agency from the Redevelopment Project (as defined in the Indenture) and other amounts pledged under the Indenture. There has been created and will be maintained by the Trustee a Special Fund (as defined in the Indenture) into which Tax Revenues shall be deposited and from which the Trustee shall thereafter pay the principal of, any redemption premium and the interest on the Bonds when due. Subject to the foregoing, as and to the extent set forth in the Indenture, all such Tax Revenues (together with all of the moneys in the Reserve Account, as defined in the Indenture) are exclusively and irrevocably pledged to and constitute a trust fund, in accordance with the terms hereof and the provisions of the Indenture and the Law, for the security and payment or redemption of, including any premium upon 4173.01\6636000003 A-4 early redemption, and for the security and payment of interest on, the Bonds. Notwithstanding the foregoing, in accordance with the Indenture, certain amounts of Tax Revenues may be applied for other purposes as provided in the Indenture, including the issuance of parity bonds. This Bond is not a debt of the City of Temecula, the State of California, or any of its political subdivisions, and neither said City, said State, nor any of its political subdivisions is liable hereon, nor in any event shall this Bond be payable out of any funds or properties other than those of the Agency. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Bonds maturing on or before November 1, are not subject to optional redemption before their stated maF6'~Ities. Bonds maturing on or after November 1, are subject, at the option of the Agency, to call and redemption prior to their stated maturities on or after November 1, as a whole on any date or in part on any Interest Payment Date, in such order among maturities as may be determined by the Agency, and by lot within a maturity, upon notice as described below, from any available source of funds, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest thereon to the redemption date, if any is due and owing, plus a premium as follows: Redemption Period Premium November 1, November 1, November 1, to October 31, to October 31, and thereafter The Bonds maturing on November 1, are subject to mandatory redemption in part, by lot, on November 1 of each year as further provided in the Indenture, at a redemption price equal to the principal amount thereof to be redeemed plus accrued interest, if any, to the date fixed for redemption, without premium, from mandatory sinking payments in the amounts and on the dates required to be made by the Agency under the Indenture. As provided in the Indenture, notice of redemption shall be given by first class mail no less than 30 nor more than 60 days prior to the redemption date to the respective owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books maintained by the Trustee, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption. 4173.01\6636000003 A-5 If this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption. If an Event of Default, as defined in the Indenture, shall 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, but such declaration and its consequences may be rescinded and annulled as further provided in the Indenture. The Bonds are issuable as fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Indenture, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the same series and maturity. This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing at said offices of the Trustee, but only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of this Bond. Upon registration of such transfer a new fully registered Bond or Bonds, of authorized denomination or denominations for the same aggregate principal amount and of the same maturity, will be issued to the transferee in exchange therefor. The Trustee shall not be required to register the transfer or exchange of Bonds (i) between the date which is fifteen days before selection of Bonds for redemption and the date of mailing notice of redemption, and (ii) as to any Bond selected for redemption. The Agency and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Agency and the Trustee shall not be affected by any notice to the contrary. The rights and obligations of the Agency and the owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall permit a change in the terms of redemption or maturity of the principal of any outstanding Bond, or of any installment of interest thereon, or a reduction in the principal amount or the redemption price thereof, or in the rate of interest thereon, without the consent of the owner of such Bond, or shall reduce the percentages the consent of the owners of which is required to effect any such modification or amendment. 4173.01\6636000003 A-6 (FORM OF ASSIGNMENT) For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the bond register of the Trustee with full power of substitution in the premises. Dated: NOTE: The signature(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. Signature Guaranteed: NOTE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. 4173.01\6636000003 A-7 DRAFT OF SEPTEMBER 17, 1992 NOTICE OF SALE AND BID FORM I~F-DEVELOPMg~ AGENCY OF ~ CITY OF TEMEC~ TEMECULA I~EDEVELOP1VIENT PROJECT NO.1 TAX ALLOCATION BONDS, SERIES "1992" (Riverside County, California) Date of Sale Tuesday, November 10, 1992 11:00 A.M., P.S.T. Bids to be received at the offices of: Fieldman, Rolapp & Associates 2100 S. E. Main Street, Suite 210 Irvine, California 92714 Phone (714) 660-8500 Fax (714) 474-8773 NOTICE IS HEREBY GIVEN that sealed proposals will be received for the purchase of $ principal mount of Redevelopment Agency of the City of Temecula, Temecula Redevelopment Project No. 1, Tax Allocation Bonds, Series "1992" (the"Bonds"), for the purpose of providing moneys to the Agency to construct to come (the "Project"), make an initial deposit to a Reserve Fund and to pay costs of issuance of the bends. The Bonds are mor~ particularly described in an indenture of trust (the "Indenture") by and among the Agency and Cnlifornia (the "Trustee"). Copies of the Indenture will be furnished to any interested bidder upon request. The sealed bids will be received and opened by a r~resentative of the Agency up to the time and at the place specified as follows: At the hour of 11:00 A.M., P.S.T. Tuesday, November 10, 1992 PLACE: Fieldman, Rolapp & Associates 2100 S. E. Main Street, Suite 210 Irvine, California 92714 provided however that, without further advertising, and so long as a proposal has not been accepted by the Agency, sealed proposals will be accepted at such time and place on November 17, 1992, and November 24, 1992 and successive Tuesdays until a bid is accepted. NOTICE IS FURTHFR GIVEN that sealed bids for the purchase of the Bonds received and opened as described above, will be reported to the Members of the Re, development Agency at its meeting later the same day, and considered subject to the terms and conditions specified as follows: Issue Redevelopment Agency of the City of Temecula, Temecula Redevelopment Project No. 1, Tax Allocation Bonds Series "1992" (the "Bonds"). The Bonds The Bonds are being sold to provide moneys to the Agency to construct To Come (the "Project"). to make an initial deposit to the Reserve Account and to pay costs of issuance of the Bonds. Interest with respect to the Bonds is payable semi-annually on November 1 and May 1 of each year. commencing May I, 1993, by check or draft mailed by first class mail to the person registered as the Owner as of the close of business on the fifteenth day of the month before each Interest Payment Date (the "Regular Record Date"); provided that upon the request of the owner of $1,000,000 or more of the Bonds prior to the Regular Record Date, interest shall be paid by wire transfer on the Interest Payment Date to an account designated by such Owner. The Bonds shall be payable upon presentation at the corporate trust office of the Trustee. The Bonds shall be issued in the form of fully registered bends in denominations of $5,000 or any whole multiple thereof. Denomination and Numbering The Bonds are deliverable in fully registered form in the denomination of $5,000 or any integral multiple thereof. The Bonds shall be numbered upward sequentially by maturity in order of their issuance. -1- ESTIMATED MATURITY SCHEDULE I~r}EVELOP1VrF~NT AGENCY OF THE CITY OF TEMECULA TEMECULA i~x}EVELOPMENT PROJECT NO.1 Maturity Principal Maturity Principal (November 1) Amount (November 1) Amount 1993 2003 1994 2004 1995 2005 1996 2006 1997 2007 1998 2008 1999 2009 2000 2010 2001 2011 2002 2012 * Subject to change after receipt of bids to achieve level debt service Optional Redemption Bonds maturing on and after November 1, 2000, shall not be subject to optional redemption prior to maturity. The Bonds maturing on or after November 1, 2001, may be called before maturity and redeemed at the option of the Agency, in whole or in part from the proceeds of refunding Bonds or any other available funds on November 1, 2000, or any Interest Payment Date thereafter, prior to maturity in inverse order of maturity and by lot within a maturity. Bonds called for redemption shall be redeemed at the redemption prices (expressed as a percentage of the principal amount of Bonds to be redeemed) plus accrued interest to the redemption date as shown in the following table. Redemption Dates Redemption Prices November 1, 2000 and May 1, 2001 November 1, 2001 and May 1, 2002 November 1, 2002 and May 1, 2003 November 1, 2003 and May 1, 2004 November 1, 2004 and thereafter 102.0% 101.5 101.0 100.5 100.0 Date of Bonds The Bonds will be dated as of their date of delivery which is anticipated to be November 25, 1992. Interest The Bonds shall bear interest from theft date at a rate or rates to be fixed upon sale thereof, but not to exceed twelve percent (12 %) per annum. Interest shall be payable semi-annually on November 1 and May 1 in each year, commencing May 1, 1993 (each, an "Interest Payment Date"). -2- Payment The Bonds are payable in lawful money of the United States of America at the California corporate trust office of (To Comc~ the Trustee. Interest is l~ayable by check mailed to the registered owners of record as of the 15th day of the calendar month preceding an Interest Payment Date; provided that upon the request of the owner of $1,000,000 or more of the Bonds prior to the Regular Record Date, interest Shall be paid by wire transfer on the Interest Payment Date to an account designated by such owner. Registration The Bonds will be fully registered Bonds, and may be exchanged for a like aggregate amount of fully registered Bonds of other authorized denominations of the same maturity. Payment of principal and interest on each Bond shall be made by the Trustee only to the registereli owner. Purpose The Bonds are being sold to fund the construction of the Project, to make a deposit to the Reserve Fund and to pay the costs of issuing the Bonds. Security The Bonds are special obligations of the Agency and are seeuretl by an irrevocable pledge of "Pledged Tax Revenues" and other funds as described in the Preliminary Official Statement and the Indenture. The Bonds and. interest thereon are not a debt of the City of Temecula, the State of California or any of its political subdivisions and neither the City of Temecula, the State of California or any of its political subdivisions is liable on them. The Agency has no taxing power. Rating Standard and Poor's Corporation has given the Bonds a rating of" Moody' s Investor's Service has given the Bonds a rating of "__" These ratings reflect only the views of such organizations and an explanation of the significance of such rating may be obtained from such organization. There is no assurance that the rating will continue for any given period of time or that such rating will not be revised downward or withdrawn entirely by the rating agency that issued it, if, in the judgement of such rating agency, circumstances so warrant. Any such downward revision or withdrawl of such rating may have adverse effects on the market price of the Bonds. Discount All bids shall be for not less than ninety-eight and eighty one-hundredths percent (98.80%) of the par value of all of the Bonds offered for sale and accrued interest to date of delivery. The amount of any discount specified in any bid shall not exceed one and twenty one-hundredths percent (1.20%) of the aggregate principal amount of the Bonds. Interest Rate The maximum rate bid may not exceed 12% per annum, payable semiannually commencing May 1, 1993. Each rate bid must be a multiple of l/8th of 1% or 1/20th of 1%. No Bond shall bear more than one interest rate, and all Bonds of the same maturity shall bear the same rate. Each Bond must bear interest at the rate specified in the bid from its date to its fixed maturity date. Each interest rate bid must be equal to or greater than that interest rate bid on any prior maturity. No "zero" interest rate bids will be accepted. -3- Award to the Highest Bidder The Bonds will be sold for cash only to the highest, responsible bidder. All bids shall be unconditional. Each bidder must state separately the premium or discount, ff any, and the rate or rates of interest offered for the Bonds. The highest bid wffi be determined by deducting the amount of the premium bid (ff any) from, or by adding the amount of the discount bid (ff any) to, the total amount of .interest which would be paid from the date of the Bonds to their respective maturity dates at the rates specified in the bid, and the award will be made on the basis of the lowest net interest cost to the Agency thus determined. Bids shall be for all of the Bonds to be executed and delivered and any bids for less than the entire amount of the Bonds will be rejected. The purchaser shall pay accrued interest from the date of the Bonds to the date of delivery. All interest will be computed on a 360-day year basis. Cost of Printing The cost of printing the Bonds will be borne by the Agency. Right of Rejection The Agency reserves the fight, in its sole discretion, to reject any and all bids and to waive any irregularity or informality in any bid. Prompt Award The Agency will take action awarding the Bonds or rejecting all bids not later than twenty-four (24) hours after the expiration of time herein prescribed for the receipt of bids; provided that the award may be made after the expiration of the specified time ff the bidder shall not have given to the Agency a notice in writing of the withdrawal of such bid. The sale of the Bonds is subject to approval of the Trust Agreement by the Agency, and the Agency has agreed to take action giving or withholding such approval within the time herein specified for award. Notice of the award will be given promptly to the successful bidder. Deliver).' and Payrnent The Bonds in def'mitive form are anticipated to be available for delivery in Los Angeles, California or a location agrreable to the Agency and the purchaser on or about November 24, 1992. Payment ~'ill be made in Federal Reserve funds, check or wire transfer or other funds immediatel>' available to the Agency. Right of Withdrawal The successful bidder shall have the right, at its option, to withdraw its bid ff the Trustee shall fail to execute the Bonds and tender the same for delivery within sixty (60) days from the date of sale thereof. In such event the successful bidder shall be entitled to the return of the deposit accompanying his bid. Form of Bid All bids must be for the par value of all of the Bonds and accrued interest from the date of the Bonds to date of delivery, less such discount or plus such premium as is specified in the bid. Each bid must be hand delivered, received by telecopy (see "Telecopied Bids" below) or delivered in a sealed envelope, addressed to the Redevelopment Agency of the City of Temecula, in care of Fieldman, Rolapp & Associates, with the envelope and bid clearly marked: "Proposal for Re. development Agency of the City of Temecula Tax Allocation Bonds" Series "1992". Telecopied Bids Telecopy Number: (714) 474-8773 Telecopied bids are at the. sole risk of the bidder and will be accepted only upon prior receipt of a bid check (described below) by Fieldman, Roiapp & Associates at their Irvine office no later than 11:00 a.m., Tuesday, November 10, 1992. Neither the Agency nor their Financila Advisor shall be responsible for any transmission equipment failure resulting in a bid not being accurately received or received later than 11:00 a.m. Tuesday, November 10, 1992, or other designated bid cut-off time or bid date. Bid Check A certified or cashier's check on a responsible bank or trust company in the amount of Fifty Thousand dollars ($50,000), payable to the order of Redevelopment Agency of the City of Temecula, shall accompany each proposal as a guaranty that the bidder, if successful, will accept and pay for the Bonds in accordance with the 'terms of the bid. The check accompanying any accepted proposal will be cashed and the amount applied to the purchase price, or, if such proposal is accepted but not performed, no interest would be paid upon the deposit. The proceeds shall be retained by the Agency and be applied by the Agency in partial satisfaction of whatever actual damages the Agency may suffer by reason of the successful bidder's failure to perform hereunder in accordance with the terms of the sale. In such instances, should the Agency's actual damages be determined to be less than said amount, thirty (30) days after any such determination by a court having jurisdiction thereof becomes fmaJ, the balance of this amount shall be returned to the successful bidder without interest. Should the successful bidder fail to perform hereunder, the Agency may also recover all costs relating thereto, including a reasonable amount for artorney's fees. The check accompanying each unaccepted proposal shall be returned promptly. Net Interest Cost Each bidder is requested to state in its bid the total net interest cost of its bid in dollars to the Agency and the net interest rate to the Agency determined thereby. Such costs and rate shall be considered as informative only and not binding on either the bidder or the Agency. Certification of Reoffering Price The successful bidder shah be required, as a condition to the delivery of the Bonds by the Agency, to certify to the Agency in writing the price at which a substantial amount of the Bonds were sold to institutional investors and the general public, in form and substance satisfactory to the Agency and to Bond Counsel. Underwriting Group Each bidder is requested to furnish the names of all t'tnns participating in the bid. Tax Exempt Status In the opinion of Brown & Wood, a Professional Corporation, Los Angeles, California, Bond Counsel, based on existing statutes, regulations, rulings and judicial decisions and assuming continuing compliance by the Agency with certain covenants in the documents and requirements of the Internal Revenue Code of 1986, as amended, regarding the use, expenditure and investment of Bond proceeds, the interest on the Bonds paid by the Agency and received by the Bond Owners is not includable in the gross income of the Owners of the -5- Bonds for federal income tax purposes and will not be treated as an item of tax prefcrencc in calculating the alternative minimum taxable income of individuals or corporations; however, such intcrest may be included as an adjustment in the calculation of the alternative minimum taxable income of a corporation and may therefore affect such corporation's alternative minimum tax and cnvironmcntal tax liability (subject to certain qualifications more particularly described in the Official Statement) and is exempt from personal income tax imposed by the State of California. Failur~ to comply with such covenants and requirements may cause such Intcrest Payments designated as and comprising interest to be included in gross income retroactivcly to thc date of execution and delivery of thc Bonds. Legal Opinion The legal opinion of Brown & Wood, A Professional Corporation, Los Angeles, California, Bond Counsel, approving the validity of the Trust Agreement will be furnished to the successful bidder without cost. A copy of the legal opinion, certified by the official in whose office the original is Fried, will be printed on each Bond without charge to the successful bidder. No Litigation There is no litigation pending concerning the validity of the Trust Agreement, the Bonds, the existence of the Agency or the entitlement of the officers thereof to their respective offices. The successful bidder will be furnished a no-litigation certificate certifying to the foregoing as of and at the time of delivery of the Bonds. CUSIP Numbers It is anticipated that CUSIP identification numbers will be printed on the Bonds. It Shall be the responsibility of the purchaser to obtain CUSIP numbers. Neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds in accordance with the terms hereof. All expenses in relation to the printing of CUSIP numbers on the Bonds shall be paid for by the Agency; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the purchaser. California Debt Advisory Commission Fee The Agency has duly notified the California Debt Advisory Commission of the proposed sale of the Bonds. Attention of bidders is directed to California Government Code Section 8856 and a resolution adopted pursuant thereto, which provides that the lead underwriter or the purchaser of the Bonds may be charged a fee by the California Debt Advisory Commission. Closing Documents In addition to the opinion of Bond Counsel referred to above, at the time of payment for the delivery of the Bonds, the Agency will furnish the successful bidder the following documents, all to be dated as of the date of delivery: Non-Arbitrage Certificate -- A cenLficate of an appropriate officer of the Agency certifying that, on the basis of facts, estimates and circumstances in effect at the time of delivery of the Bonds, it is not expected that the proceeds of the Bonds will be used in a manner that will cause the Bonds to be "arbitrage bonds". -6- No Litit, ation Certificate -- A certificate of an appropriate officer of the Agency certifying that there is not litigation pending, or, in the best of such officer's knowledge, threatened against the Agency affecting the validity of the Bonds. Trustees Receipt -- The receipt of the Trustee of the Agency showing that the purchase price of the Bonds, including accrued interest to the date of delivery, if any, has been received by the Agency. Preliminary Official Statement The Agency has adopted a Preliminary Official Statement relating to the Bonds. A copy of the Preliminary Official Statement and any other information concerning the proposed financing will be furnished upon request W: Fieldman, Bohpp & Associates, Atm: Katrina Heller, 2100 S. E. Main St., Suite 210, Irvine, CA 92714, (714) 660-8500. Copies of the Official Statement to Successful Bidder The Agency will approve an Official Statement relating to the Bonds. The Agency will provide the successful bidder with 300 copies of the Official Statement at the expense of the Agency. Additional copies will be available at the expense of the bidder. Given by order of the Redevelopment Agency of the City of Temecuh on 1992. /s/ Executive Director -7- BID FORM FOR TAX ALLOCATION BONDS TO: Board of Directors Redevelopment Agency of the City of Temecula C/O F!~-I-r~MAN, ROLAPP & ASSOCIATES 2100 S.E. Main Streex, Suite 210 Irvine, Callfomia 92714 FOR: Proposal for $ , Redevelopment Agency of the City of Temecula, Temecula Redevelopment Project No. 1, Tax Allocation Bonds, Series 1992. In accordance with all terms and conditions of your Notice of Sale of Series 1992 Tax Allocation Bonds, we submit the following bid for the Tax Allocation Bonds to be initially dated the date of delivery, with interest payable May ], 1993 and thereafter semiannually on November 1 and May 1: MATURITY SCFFw~nULE * $ I~nEVELOPlV!~NT AGENCY OF ~ CITY OF TEM~CULA TAX ALLOCATION BONDS SF~!'F~ 1992 Maturity Principal (Novemberl) Amount Interest Maturity Principal Interest Rate ('November 1) Amount Rate 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 % 2003 $ % 2004 2005 2006 2007 2008 2009 2010 2011 2012 We we will pay from the $ % for a total of $ which is a discount/(premium) of $ par value, plus accrued interest to date of delivery. Gross Interest Cost Discount/(Premium) TOTAL NET INrI'EREST COST Effective Net Interest Rate $ $ $ This offer is subject to a satisfactory legal opinion by Brown & Wood, Los Angeles, California, approving the validit>, of the Trust Agreement. Enclosed heroin is a Cashier's or Certified check in the amount of $50,000 payable to the order of Redevelopment Agency of the City of Temecula. which funds we request be returned promptly in the event we are not the successful bidder, otherwise to be retained and applied against the purchase price of the Bonds. Other Members of the Syndicate are: Submitted By: CRepresentative's Printed Name) 2heck Number: *Preliminary, subject to change. service on the Bonds. (Representative's Signature) Firm: Date: Principal amounts may be changed after receipt of bids to allow level debt -8- DRAFT OF SEFrEMBER 11, 1992 PRELIMINARy OFFICIAL STATE1Vm.~ NEW ISSUE: RATINGS: Moody's Investor's Service: Standard & Poor's Corporation: (See "RATINGS" herein) In the opinion of Brown & Wood, Los Angeles, California, Bond Counsel, under existing law and assuming continuing compliance with certain covenants in the documents relating to the Series 1992 Bonds and requirements of the Internal Revenue Code of 1986, as amended, interest on the Series 1992 Bonds is not includable in the gross income of the owners thereof for federal income tax purposes. In the further opinion of Bond Counsel, interest on the Series 1992 Bonds will not be treated as an item of tax .preference in calculating alternative minimum taxable income of individuals or corporattons. Interest on the Series 1992 Bonds may be included in the calculation of certain taxes, however, including the alternative minimum tax and environmental tax on corporations. Interest on the Series 1992 Bonds will be exempt from State of California personal income taxes. See "TAX EXEMPTION" herein. RFx)EVELOPNIENT AGENCY OF THE CITY OF TEIVIECULA TEMECULA REDEVELOPMENT PROJECT NO. 1 TAX ALLOCATION BONDS, SERIES "1992" (RBrERSIDE COUNTY, CALIFORNIA) DATED: Date of Delivery DUE: November 1, as shown below The Series 1992 Bonds are being issued in accordance with a Trust Indenture, dated as of 1992 (the "Indenture"), by and between the Re, development Agency of the City of Temecula (the "Agency") and , as trustee thereunder (the "Trustee"). Interest on the Series 1992 Bonds is payable on May 1, 1993 and semi-annually thereafter on November 1 and May 1 of each year (each, an "Interest Payment Date") until maturity or prior redemption. The Series 1992 Bonds will be issued as fully registered Series 1992 Bonds in denominations of $5,000 or any integral multiple thereof. The principal of and premium, if any, on the Series 1992 Bonds are payable upon presentation and surrender of such Series 1992 Bonds at maturity or earlier redemption at the corporate trust office of the Trustee in Los Angeles, California. Payment of the interest on the Series 1992 Bonds is made to the person whose name appears on the bond registration books of the Trustee as the Owner thereof as of the close of business on the fifteenth calendar day of the month preceding the Interest Payment Date, whether or not such day is a business day (the "Rer..ord Date"), by check or draft mailed to the Owner at his address as it appears on such registration books, or by wire transfer to Owners of $1,000,000 or more in aggregate principal mount of Series 1992 Bonds at such wire transfer address in the continental United States as such Owner shall specify in a written notice requesting payment by wire transfer delivered to the Trustee not later than the Record Date. The Series 1992 Bonds are subject to optional and mandatory redemption as described herein. The Series 1992 Bonds are being issued for the purpose of funding certain projects of the Agency as more fully described herein, funding a Debt Service Reserve Account for the Series 1992 Bonds and financing certain costs of issuance of the Series 1992 Bonds. The Series 1992 Bonds are limited obligations of the Agency and are secured by Tax Revenues consisting of a portion of all taxes levied upon all taxable property within the Temecula Re. development Project No. 1 Project Area, as mended (the "Project THE SERIES 1992 BONDS ARE NOT A DEBT OF THE CITY OF TEMECULA, THE STATE OF CALIFORNIA, OR ANY OF ITS POLITICAL SUBD~SIONS, AND NEITHER THE CITY, THE STATE NOR ANY OF ITS POLITICAL SUBDIVISIONS IS LIABLE TIq~-REFOR. THE PRINCIPAL OF, PR3EMIUM, IF AN~', AND INTEREST ON THE SERIES 1992 BONDS ARE PAYABLE SOLELY FROM TAX REVENUES ALLOCATED AND PAID TO THE AGENCY FROM THE PROJECT AREA AND CERTAIN OTHER MONEYS. THE SERIES 1992 BONDS DO NOT CONSTIllFI~ AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT I-IMITATION OR RESTRICTION. ETHER THE MEMBERS OF THE AGENCY, THE CITY, NOR ANY PERSONS EXECU'IING THE SERIES ]992 BONDS ARE LIABLE PERSONALLY ON THE' SERIES ]992 BONDS BY REASON OF THEIR ISSUANCE. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR REFERENCE ONLY. IT IS NOT A SUMMARY OF MS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. Maturity November 1 1993 1994 1995 1996 1997 1998 1999 20O0 2001 2002 2003 2004 2005 2006 2007 20O8 2009 2010 2011 2012 MATURITY SCHEDULE, Series 1992 Bonds Price Principal Interest or Amount Rate ~ The Seri.'es 1992 Bonds are offered, when, as and if issued subject to approval as to legality by Brown & Wood, Los Angeles, California, Bond Counsel and to certain other conditions. It is anticipated that the Series 1992 Bonds will be available for delivery on or about November , 1992. ,1992 Preliminary, subject to change TEMECULA I!I~-DEVELOP1V~-~ AGENCY COUNTY OF RIVERSIDE, CALIFO~ Redevelopmerit Agency and City Council AGENCY ~ERS Sai Munoz Chairperson and Councilmember Ron Parks Vice Chairperson and Councilmember Patricia Birdsall Agency Member and Mayor Carl Lindemans Agency Member and Mayor Pro Tem Peg Moore Agency Member and Councilmember CITY STAFF David Dixon City Manager Mary Jane Henry Director of Finance BOND COUNSEL Brown & Wood Los Angeles, California FINANCIAL ADVISOR Fieldman, Rolapp & Associates Irvine, California TRUSTEE California No dealer, broker, salesperson or other person has been authorized by the Agency to give any information or to make any representations other than those contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Series 1992 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. The Agency considers this Preliminary Official Statement to be "near final" within the meaning of SEC Rule 15c2-12. This Official Statement is not to be construed as a contract with the purchasers of the Series 1992 Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of facts. The information set forth herein has been furnished by the Agency and by other sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Agency or any other parties described herein since the date hereof. CITY OF TEMECULA TABLE OF CONTE-NTS SECTION PAGE INTRODUCTORY STATEMENT .................................................................................................. The S~ries 1992 Bonds .............................................................................................................. The Agency and the Rodevelopment Project ..................................................................................... Tax Allocation Fireracing ........................................................................................................... Summaries of Documents ........................................................................................................... The Project ............................................................................................................................ ESTIMATED SOURCES & USES OF FUNDS THE SERIES 1992 BONDS .......................................................................................................... 2 General ................................................................................................................................ 2 Redemption ........................................................................................................................... 2 SECURITY FOR THE SERIES 1992 BONDS ................................................................................... 4 Tax Allocation Financing ........................................................................................................... 4 Allocation of Taxes .................................................................................................................. 4 Agency's Agreement with Temecula Valley USD re: Tax Increment ....................................................... 5 ~ Tax Revenues ..........................................................................................................................5 Issuance of Parity Bonds ............................................................................................................ 6 Reserve Account ..................................................................................................................... 7 TAX REVENUES & DEBT SERVICE ............................................................................................ 8 ESTIMATED DEBT SERVICE COVERAGE ................................................................................... 9 REDEVELOPS, lENT AGENCY OF THE CITY OF TEMECULA .......................................................... 9 Members and Officers .............................................................................................................. 10 Agency Powers ...................................................................................................................... 10 Factors Affecting Agency Generally ............................................................................................. 10 TEh. fF, CULA REDEVELOPMENT PROJECT NO. I ........................................................................ 12 TEN LARGEST TAXPAYERS ..................................................................................................... 12 RISK FACTORS ....................................................................................................................... 12 CONSTITUTIONAL & STATUTORY LIMITATIONS ON TAXES & APPROPRIATIONS ....................... 13 Article XIIIA ........................................................................................................................ 13 Statutory Limitations ............................................................................................................... 14 Property Tax Collection Procedures ............................................................................................. 15 Business Inventory Exemption .................................................................................................... 16 CITY OF TEMECULA TABLE OF CONTENTS Unitary Property .............................. Recent Limitation on Tax Revenues .......................................................................................16 Appropriations and Limitations' Article XIIIR of the California Con'~i'~i'~' .............................................16 ~ow .~d ~oa=~,~ ,~o-,e uo.'~g .................................................::::::::::::::::::::::::::::::::::::::::::::: ~7 Future Iaitiatives ............... 17 ...................................................................................................... 18 LITIGATION ............................................................ RATINGS ......................................... ........................................................................................ 19 TAX EXEMPTION .............. ....................................................................................................... 19 CERTAIN LEGAL MATTERS ...................................................................................................... 20 ]%flSCELLANEOUS ............... ..................................................................................................... 20 APPENq)IX A - COUNTY OF RIVERSIDE, TAX INCRE1VIENT REVENUE SU~{MARY APPEN'DIX B - FOR~! OF OPINION OF BOND COUNSEL APPENDIX C - ALq:)ITED FINANCIAL STATEMENTS - FISCAL YEAR ENDED JUNE 30, 1991 APPENDIX D - GENERAL & ECONOMIC INFORMATION ON THE CITY AND THE AREA APPENDIX E - 5U~IS1ARY OF PRINCIPAL LEGAL DOCUMENTS [Insert Location Map Here] REDEVELOPMEaNT AGENCY OF THE CITY OF TEMECULA ~ULA REDEVE~O~ PROJECT NO. 1 1992 TAX ALLOCATION BONDS, SERIF.~ A (RIVERSBE COUNTY, CALD'ORNIA) INTRODUCTORY STATEMENT This Official Statement, including the cover page and appendices hereto, is provided to furnish information regarding the $ aggregate principal amount of Redevelopment Agency of the City of Temecula, Temecula Redevelopment Project No. 1, 1992 Tax Allocation Bonds, Series A (the "Series 1992 Bonds"). The Series 1992 Bonds, together with any Parity Bonds issued pursuant to the Indenture (as defined below) and a Supplemental Indenture (as defined below), are referred to herein as the "Bonds ". The Series 1992 Bonds The Series 1992 Bonds 'will be ,issued under the provisions of the Community Redevelopmerit Law, constituting Pan 1 of Division 24 (commencing with Section 33000) of the California Health and Safety Code, as amended and Section 53580 and following of the Government Code of the State of California (the "Law"), and pursuant to a Trust Indenture, dated as of , 1992 (the "Indenture"), by and between the Agency and as trustee thereunder (the "Trustee"). The proceeds of the Series 1992 Bonds, together with other available funds, will be used to fund the construction of (the "Project") to fund a Debt Service Reserve and to finance certain costs of issuance of the Series 1992 Bonds. The Agencv and the Redevelopment Project The Agency was activated on by Ordinance No. ~ adopted by the City Council (the "City Council") of the City of Temecula (the "City") pursuant to the Law. The City Council at the same time declared itseft to be the Agency. Temecula Redevelopment Project No. 1 (the "Redevelopment Project") was formally created with the adoption by the City Council of a redevelopmerit plan for the Redevelopment Project (the "Re, development Plan") on Tax Allocation Financing The Law provides a means for financing re. development projects based upon an allocation of taxes collected within a project area. The taxable valuation of a project area last equalized prior to adoption of the redevelopment plan, or base roll, is established and, except for any period during which the taxable valuation drops below the base year level, the taxing agencies thereafter receive the taxes produced by the levy of the then current tax rate upon the base roll. Taxes collected upon any increase in taxable valuation over the base roll are allocated to a redevelopment agency and may be pledged by a redevelopment agency to the -1- repayment of any indebtedness incurred in financing or re~nancing a redevclopmcnt project. Redevelopment agencies themselves have no authority to levy property taxes and must look specifically to the allocation of taxcs produced as above indicated. Any future decrease in the taxable valuation in the Project Area or in the applicable tax rates may reduce the Tax Revenues (as more particularly described under the caption "SECURITY FOR THE SBRIF_,S 1992 BONDS - Tax Revenues* herein) allocated to the Agency from the Project Area and correspondingly would have an adverse impact on the ability of the Agency to pay debt service on the Series 1992 Bonds. See *RISK FACTORS" herein. Summaries of Documents There follows in this Official Statement descriptions of the Series 1992 Bonds, the Indenture, the Agency and the City. The descriptions and summaries of documents herein do not purport to be comprehensive or definitive, and reference is made to each such document for the complete details of all terms and conditions. All statements herein are qualified in their entirety by reference to each such document which set forth the complete details of all terms and conditions. Terms not defined herein shall have the meanings set forth in the Indenture. Definitions of certain terms used herein are set forth in Appendix E - "SLHVlMARY OF PRINCIPAL LEGAL DOCUMENTS - Certain Definitions". Copies of the Indenture are available for inspection during business hours at the offices of the Trustee in , California, and at the offices of the Agency in Temecula, Cnlifomia. See also Appendix E -- "SUlVlMARY OF PRINCIPAL I-F-GAL DOCUlVfF~NTS - The Indenture." THE PROJECT (To Come) ESTEVIATED SOURCES AND USES OF FUNDS THE SERIFS 1992 BONDS General The Series 1992 Bonds will bear interest from their date at the rates and mature on the dates and in the principal amounts shown on the cover page of this Official Statement. The principal of the Series 1992 Bonds and any premiums upon the redemption thereof prior to maturity will be payable by check or draft of the Trustee denominated in lawful money of the United States of America upon presentation and surrender at the corporate trust office of the Trustee in Los Angeles, California. Redemption Optional Redemption. The Series 1992 Bonds maturing on or before November 1, 2000. are not subject to call and redemption prior to maturity. The Series 1992 Bonds maturing on or after November 1, 2001 shall be subject to call and redemption prior to maturity, at the option of the Agency, as a whole on any date or in part on any Interest Payment Date, among maturities as shall be determined by the Agency, and by lot within each -2- maturity (each Series 1992 Bond being deemed to be composed of $5,000 portions with each such portion being separately redeemable), from funds derived by the Agency from any source, on or after November 1, 2000, at the redemption price for each redeemed Series 1992 Bond set forth below, calculated as a percentage of the principal amount thereof, with accrued interest to the date of redemption: Redemption Redemption Period Price November 1, 2000 to October 31, 2001 November 1, 2001 to October 31, 2002 November 1, 2002 and thereafter 102% 101% 100% Selection of Bonds for Redemption. Except as otherwise provided in the Indenture, whenever provision is made in the Indenture for the redemption of less than all of the Bonds of any series or any given portion thereof, the Trustee shall select the Bonds to be redeemed from all Bonds subject to redemption or such given portion thereof equal to a multiple of $5,000 not previously called for redemption in inverse order of maturity, by lot within a maturity. The Trustee shall promptly notify the Agency in writing of the Bonds or portions thereof so selected for redemption. Notice of Redemption. Notice of redemption shall be given by the Trustee for and on behalf of the Agency, not less than 30 nor more than 60 days prior to the redemption date by first class marl to each of the Owners designated for redemption at their addresses appearing on the Bond registration books of the Trustee on the date such Bonds are selected for redemption. Each notice of redemption shall (a) state the redemption date; (b) state the redemption price; (c) state the place or places of redemption; (d) state the CUSIP numbers of the Bonds to be redeemed, the individual number of each Bond to be redeemed or that all Bonds between two stated numbers (both inclusive) or that all of the Bonds 'are to be redeemed and, in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed; (e) state that on the redemption date there will become due and payable on each Bond the redemption price thereof and that from and after such redemption date interest thereon shall cease to accrue; and (f) require that such Bonds be then surrendered, with a wrinen instrument of transfer duly executed by the Owner thereof or by his attorney duly authorized in writing ff payment is to be made to a person other than the Owner. The actual receipt of notice of such redemption by the Owner of any Bond is not a condition precedent to redemption, and failure to receive such notice or any defect therein will not affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the redemption date. A certificate by the Trustee that notice of call and redemption has been given to Owners of the Bonds will be conclusive as against all parties, and no Bondowner whose Bond, or portion thereof, is called for redemption may object to the cessation of interest on the redemption date fixed by any claim or showing that he failed to receive actual notice of call and redemption. Effect of Redemption. When notice of redemption has been given substantially as provided above and when the amount necessary for the redemption of the Bonds called for redemption (principal and premium, if any) is set aside for that purpose in the Redemption Fund, and when interest accrued and to accrue to the redemption date has been set aside for that purpose in the Interest Account, the Bonds designated for redemption will become due and payable on the redemption date thereof at the place specified in the notice of redemption. -3- Such Bonds will be redeemed and paid at said redemption price out of the Redmption Fund and no interest will accrue on such Bonds called for redemption after the redemption date specified in such notice. The Owners of said Bonds so called for redemption after such redemption date may look for the payment of such Bonds and the premium thereon, if any, only to the Redemption Fund. SECIIITY FOR ~ SEI~n;'-~ 1992 BONDS Tax Allocation Financint, The Law provides a means for f'mancing redevelopment projects based upon an allocation of taxes collected within a project area. The taxable valuation of a project area last equalized prior to adoption of the redevelopment plan, or base roll, is established and, except for any period during which the taxable valuation drops below the base year level, the taxing agencies thereafter receive the taxes produced by the levy of the then current tax rate upon the base roll. Taxes collected upon any increase in taxable valuation over the base roll axe allocated to a redevelopment agency and may be pledged by a xvzlevelopment agency to the repayment of any indebtedness incurred in financing or ref'mancing a re, development project. Redevelopment agencies themselves have no authority to levy property taxes and must look specifically to the allocation of taxes produced as above indicated. Allocation of Taxes As provided in the Re, development Plan, and pursuant to Article 6 of Chapter 6 of the Law and Section 16 of Article XVI of the Constitution of the State of California, taxes levied upon taxable propenny in the Project Area each year by or for the benefit of the State of California and any city, county, city and county, district or other public corporation (herein collectively referred to as "taxing agencies") for fiscal years beginning after the effective date of the RedevelopineRt Project, are divided as follows: 1. To Taxing Aeencies: That portion of the taxes which would be produced by the rate ,upon which the tax is levied each year by or for each of said taxing agencies upon the total sum of the assessed value of the taxable property in the Project Area as shown upon the assessment roll used in connection with the taxation of such property by such taxing agency last equalized prior to the effective date of the ordinance adopting the Plan shall be allocated to, and when collected shall be paid into the funds of the respective taxing agencies as taxes by or for said taxing agencies on all other property are paid (for the purpose of allocating taxes levied by or for any taxing agency or agencies which did not include the territory of the Re, development Project on the effective date of such ordinance but to which such territory is annexed or otherwise included after such effective date, the assessment roll of the County of Riverside last equalized on the effective date of said ordinance shall be used in determining the assessed valuation of the taxable property in the Re, development Project on said effective date); and 2. To the Agency: That portion of said levied taxes each year in excess of such amount shall be allocated to, and when collected, shall be paid to the Agency, subject to the 20% low and moderate income housing set-aside and certain other obligations. See Appendix A - "Tax Increment Revenue Summary". The Agency is authorized to make pledge of the portion of taxes mentioned in paragraph (2) above as to specific advances, loans and indebtedness as appropriate in -4- carrying out the Redevelopment Project. The portion of taxes divided and allocated to the Agency pursuant to the Redevelopment Plan shall not exceed a cumulative of $ Agency's Agreement with Temecula Valley Unified School District repardinf Tax Increment TO COME FROM BROWN & WOOD Tax Revenues The Indenture def'mes "Tax Revenues" to mean all taxes annually allocated to the Agency with respect to the Project Area following the date of delivery of the Series 1992 Bonds, pursuant to Article 6 of Chapter 6 (commencing with Section 33670) of the Law and Section 16 of Article XV'I of the Constitution of the State and as provided in the Redevelopment Plan, including (a) all payments, subventions and reimbursements (ff any) to the Agency specifically attributable to ad valorera taxes lost by reason of tax exemptions and tax rate limitations and Co) all mounts of such taxes required to be deposited into the Low and Moderate Income Housing Fund of the Agency in any Fiscal Year pursuant to Section 33334.3 of the Law, to the extent permitted to be applied to the payment of principal, interest and premium (ff any) with respect to the Bonds; but excluding all mounts of such taxes required to be paid by the Agency to other taxing agencies pursuant to pass-through agreements or similar tax-sharing agreements entered into pursuant to Section 33401 of the Law existing on the date of delivery of the Series 1992 Bonds and Business Inventory Subventions, all as more particularly set forth in the Indenture. All Tax Revenues received by the Agency are required to be deposited in the Special Fund until such time as the mounts on deposit in the Special Fund equal the aggregate amounts required to be transferred to the Trustee pursuant to the Indenture. The Agency has no power to levy and collect property taxes, and any property tax limitation, legislative measure, voter initiative or provisions of additional sources of income to taxing agencies having the effect of reducing the property tax rate. could reduce the amount of Tax Re~'enues that would other'~ise be available to pay the principal of, and interest on, the Series 1992 Bonds. Likewise, broadened property tax exemptions could have a similar effect. See "RISK FACTORS." THE BONDS ARE NOT A DEBT OF THE CITY OF TEMECULA, THE STATE OF CALIFORNIA, OR ANY OF ITS POLITICAL SUBDIVISIONS, AND NEITHER TILIE CITY. THE STATE NOR ANY OF ITS POLITICAL SUBDIVISIONS IS LIABLE THEREFOR. THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS ARE PAYABLE SOL~_I .y FROM TAX REVENUES AI J-OCATED AND PAID TO THE AGENCY FROM THE PROJECT AREA AND CERTAIN OTHER MONEYS. THE BONDS DO NOT CONSTITUTE AN INDFRTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORy DEBT LIMIT OR RESTRICTION. NEITHER THE MENfBERS OF THE AGENCY, THE CITY, NOR ANY PERSONS EXECUTING THE BONDS ARE LIABLE PERSONALLy ON THE BONDS BY REASON OF THEIR ISSUANCE. -5- issuance of Parity Bonds In addition to the Series 1992 Bonds, the Agency may, by a Supplemental Indenture, issue Parity Bonds payable fwm Tax Revenues as and to the extent pwvided in the Indenture and secured by the pledge made under the Indenture equally and ratably with the Bonds previously issued. The Agency may issue, and the Trustee may authenticate and deliver to the purchasers thereof, Parity Bonds, in such principal amount. as shall be determined by the Agency, but only upon compliance by the Agency with the provisions of the Indenture and any additional requirements set forth in said Supplemental Indenture and subject to the following specific conditions, which are made conditions precedent to the issuance of any such Parity Bonds: (a) No Event of Default shall have occurrexl and then be continuing; Co) A Tax Revenue Certificate shall be delivered to the Trustee stating that Tax Revenues to be received by the Agency in the current Fiscal Year, based upon the most recent assessed valuation of taxable property in the Project Area and based upon the most recently established tax rates, as shown on the records of the County and assuming a property tax rate of 1%, plus, at the option of the Agency, the Additional Allowance if any Additional Allowance is identified in a Report of an Independent Financial Consultant, Independent Certified Public Accountant or an Independent Redevelopment Consultant delivered to the Trustee, is at least equal to 120% of Maximum Annual Debt Service on all Bonds which will be outstanding following the issuance of such Parity Bonds; (c) The Agency shall certify to the Trustee that the aggregate mount of the principal of and interest on all Outstanding Bonds coming due and payable following the issuance of such Parity Bonds shall not exceed the maximum mount of Tax Revenues pertained under the Redevelopment Plan to be allocated and paid to the Agency following the issuance of such Parity Bonds; (d) The Supplemental Indenture authorizing the issuance of Parity Bonds shall provide that (i) interest on such Parity Bonds, ff the Agency determines in such Supplemental Indenture that it is to be paid on a current basis, shall be payable on February 1 and August 1 in each year of the term of such Parity Bonds except the first twelve-month period during which interest may be payable on any February 1 or August 1, and (ii) the principal of such Parity Bonds shah be payable on August 1 in any year, as determined by the Agency, in which principal is payable; (e) Money shall be deposited in the Reserve Account from the proceeds of the sale of said Parity Bonds (or a reserve fund surety bond provided) in an amount necessary to increase the amount in the Reserve Account to the Reserve Requirement for the Bonds, taking into account the issuance of the Parity Bonds; and (f) The Agency shah deliver to the Trustee a certificate of the Agency certifying that the conditions precedent to the issuance of such Parity Bonds set forth in the Indenture have been satisfied and that the deposit into the Reserve Account as set forth above has been made. "Additional Allowance" means, as of the date of calculation, the sum of the following: (a) the amount of Tax Revenues that, as shown in the report of an Independent Financial Consultant, Independent Certified Public Accountant or Independent Redevelopment Consultant, estimated to be receivable by the Agency within the Fiscal -6- Year following the Fiscal Year in which such calculation is made as a result of increases in the assessed valuation of taxable property in the Project Area which has been recorded with the County Assessor's Office since the previous lien date due to either (i) construction, or (ii) transfer of ownership or any other interest in real property; and Co) the amount of Tax Revenues which, as shown in. the Report of an Independent Financial Consultant, Independent Certified Public Accountant or Independent Redevelopment Consultant, are estimated to be receivable by the Agency within the Fiscal Year following the Fiscal Year in which such calculation is made, as a result of increases in the assessed valuation of taxable property in the Project Area due to inflation at an assumed annual inflation rate of two percent (2%), or such rate as accurately reflects substantially completed development in the project area the completed value of which has not yet been recorded by the County Assessor but which is anticipated to appear on the tax roll within the fiscal year following the ~'scaI year in which such calculation is made. For purposes of the above def'mition, the term "increases in the assessed valuation" means the mount by which the assessed valuation of taxable property in the Project Area is estimated to increase above the assessed valuation of taxable property in the Project Area (as shown on the records of the County) as of the date on which such calculation is made. For the purposes of the calculation of the coverage requirements set forth in subsection (b) with respect to the issuance of Parity Bonds, Outstanding Bonds 'and Parity Bonds shall not include a principal mount of such Parity Bonds, determined on such basis among maturities as the Agency may determine, equal to the proceeds of such Parity Bonds to be deposited in an escrow fund established for such Parity Bonds (the "Escrowed Bonds"), provided that the Supplemental Indenture authorizing the issuance of such Parity Bonds shah provide that: (1) Such proceeds shall be invested in Permitted Investments, and an mount equal to the difference between the projected interest earnings on such proceeds and the interest due on the Escrowed Bonds (when the earnings on such proceeds are less than interest due on the Escrowed Bonds) shah be deposited in the Interest Account so as to pay interest on the Escrowed Bonds as it becomes due and payable; (2) Moneys may be transferred from the escrow fund established for the Escrowed Bonds only ff a report of an Independent Financial Consultant establishes that the amount of Tax Revenues and Additional Allowance, ff any, for the next Fiscal Year after the proposed transfer date of such Parity Bonds at least equals one hundred twenty percent (120%) of the Maximum Annual Debt Service on all Outstanding Bonds; and (3) Such Parity Bonds shall be redeemed from moneys remaining on deposit in the escrow fund established for the Escrowed Bonds at the expiration of a specified escrow period in such manner as may be determined by the Agency in the Supplemental Indenture. Reserve Account ' In order to further secure the payment of the principal of and interest on the Bonds, the Agency is required upon delivery of the Bonds to deposit an amount equal to the Reserve Requirement into the Reserve Account established by the Indenture. The "Reserve Requirement" is equal to the lesser of (a) 10% of the initial outstanding principal mount of the Bonds, Co) Maximum Annual Debt Service on the Bonds, or (c) 125 % of average Annual -7- Debt Service on the Bonds. The Agency is required to set aside from the Special Fund and deposit in the Reserve Account an mount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account. The Agency may at any time elect to maintain the Reserve Requirement by obtaining a letter of credit, a bond insurance policy, any other comparable credit facility or any combination thereof, which in the aggregate make fun& available in the Reserve Account in an mount equal W the Reserve Requirement; pwvided, however, the prorider of any such letter of credit, bond insurance policy or other comparable credit facility must be rated in one of the two highest rating categories by Standard & Poor's Corporation and Moody's Investors Service at the time of delivery of such letter of credit, bond insurance policy or other comparable credit facility. The mounts then on deposit in the Reserve Account will be transferred to the Agency to be applied for hwful redeveloment purposes. TAX REVENUES AND DEBT SERVICE The actual Tax Revenues available to the Agency are set forth below in Table 1. TO COME Debt Service Table 2 sets forth estimated debt service on the Series 1992 Bonds based on the maturity schedule set forth on the cover of this Official Statement. TABLE 2 ESTIMATED DEBT SERVICE Total August 1 Principal Interest Debt Service 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2OO3 2004 2005 2OO6 2007 2OO8 2OO9 2010 2011 2012 -8- Debt Service Covera~,e Table 3 sets forth the estimated debt service coverage ratio on the Series 1992 Bonds for the next five years based on the Tax Revenues available to the Agency and assuming no Parity Bonds are issued by the Agency. The Agency cannot, at this time, estimate when and if such Parity Bonds would be issued. The issuance of Parity Bonds will be subject to the terms and conditions of the Indenture. See "SECURITY FOR TItE SERIFS 1992 BONDS - Issuance of Parity Bonds' heroin. TABLE 3 ESTIMATED DEBT SERVICE COVERAGE 1. Tax Revenues Debt Service (2) Net Debt Service (3) 2. Debt Service Coverage Ratio 3. Net Debt Service Coverage Ratio (1) (2) (3) Equal to the net tax increment revenues available to the Agency as set forth in Table 1 heroin. Equal to total estimated annual debt service. See Table 2 above. Debt Service net of estimated reserve earnings of $ per annum based on an interest rate of__ % and the reserve account equal to the Reserve Requirement. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA The Agency was established on by the City Council of the City with the adoption of Ordinance No. , pursuant to the Law. The five members of the City Council serve as the governing body of the Agency, and exercise all the fights, powers, duties and privileges of the Agency. -9- Members and Officers The members and officers of the Agency and the expiration dates of their terms are as follows: Agency Members Expiration of Terms Sal Munoz, Chairperson and Council Member Ron Parks, Vice Chairperson and Council Member Patricia Birdsall, Agency Member and Mayor Karl Lindemans, Agency Member and Mayor Protein Peg Moore, Agency Member and Council Member November, 1992 November, 1994 November, 1994 November, 1992 November, 1992 Agency Powers All powers of the Agency are vested in its governing body. Pursuant to the Law, the Agency may exercise broad governmental functions and authority to accomplish its purposes, including, but not limited to, the right of eminent domain, the right to issue bonds and expend their proceeds and the right to acquire, sell, develop, administer or lease property. The Agency may demolish buildings, clear land and cause to be constructed certain improvements including streets, sidewalks and public utilities. The Agency may not construct or develop buildings, with the exception of public facilities and housing, but must sell or lease cleared property for construction and development in accordance with the Redevelopment Plan. Factors Affectinl~ Arency Generally Other futures of California law which bear on redevelopment agencies include general provisions which require public agencies to let contracts for construction only after competitive bidding. The Law provides that construction in excess of $5,000 undertaken by the Agency shah be done only after competitive bidding. California statutes also provide for offenses punishable as felonies which involve direct or indirect interest of a public official in a contract made by such official in his official capacity. In addition, the Law prohibits any Agency or City official or employee who, in the course of his duties, is required to participate in the formulation or approval of plans or policies, from acquiring any interest in property in the Project Area. Under a State initiative enacted in 1974, public officials are required to make extensive disclosures regarding their financial interests by filing such disclosures as public records. As of the date of this Official Statement, the members of the City Council and the Agency, and other City and Agency officials have made the required fdings. California also has strict laws regarding public meetings (known as the Ralph M. Brown Act) which makes all Agency and City meetings open to the public, with certain exceptions not applicable here. Redevelopment agencies are required to file a statement of indebtedness with the County Auditor-Controller not later than the first day of October, stating the amount of indebtedness of the Agency as of the close of its fiscal year, June 30. The Agency shah make such filings prior to October 1 of each year. -10- PROJECT AREA [map to come] -11- TEMECULA Rk'T}EVELOPIV!w. NT PROJECT NO. 1 Ten Largest Taxpayers Set forth below are the 10 largest taxpayers of local secured property taxes for fiscal year 1991-92 located in the Project Area. The combined assessed valuation of the property owned by such 10 taxpayers is $256,486,001, which represents approximately 29.98% percent of the Project Area's 1991-92 assessed valuation of $855,637,777 TEMECULA I~r~EVELOPM'~NT PROJECT NO. 1 TEN LARGEST TAXPAYERS 1991-92 Owner ("Number of Parcels) 1 International Rectifier Company (1) ....__. 2 Rancho California Development Company (70) 3 Advanced Cardiovascular Systems Inc. (1) 4 Eli Lilly & Company (4) ~ 5 Rancho Regional Shopping Center I (3) ~ 6 Bedford Development Company (3) 7 Hudson Respiratory Care Inc. (1) 8 Jefferson Court/Jefferson Park Medical Plaza (3) 9 Phillip G. & George M. Osborn (3) 10 Dan & Sandra Perlmuner (9) Assessed Value $ 57,140,177 $ 53,067,031 $ 45,107,391 $ 25,402,441 $18,974,165 $16,265,717 $11,156,499 $ 9,930,801 $ 9,829,486 $ 9,612,293 $ 256,486,001 Data Source.' Count)' Assessor Secured Tax Rolls, 1991/92 Propert),' Tax Year RISK FACTORS Reduction in Taxable Value. Tax increment allocated to the Agency by the County is determined by the amount of incremental taxable value in the Project Area established by the -12- Redevelopment Plan and the current tax rate or rates at which property in such Project Area is taxed. A reduction of taxable values of property in the Project Area caused by economic factors beyond the Agency's control, such as a relocation out of the Project Area by one or more major property owners, or the complete or partial destruction of such property caused by, among other eventunlities, an earthquake or other natural disaster, could cause a reduction in Tax Revenues. A reduction of Tax Revenues would likely have an adverse effect on the Agency' s ability to make timely payment of debt service on the Series 1992 Bonds. Reduction in In~ationary Rate. As described in greater detail below, Article X'mA of the California Constitution provides that the full cash value base of real property used in determining taxable value may be adjusted from year to year to reflect the inflationary rate, not to exceed a two percent increase for any given year, or may be reduced to reflect a reduction in the consumer price index or comparable local data. Such measure is computed on a calendar year basis. Levy and Collection. The Agency has no independent power to levy and collect property taxes. Any reduction in the tax rate or the implementation of any constitutional or legislative property tax decrease could reduce the Tax Revenues, and accordingly, could have an adverse impact on the ability of the Agency to make payments of debt service on the Series 1992 Bonds. Likewise, delinquencies in the payment of property taxes to the State or the Cou.nty by the owners of taxable property within the Project Area could impair the timely receipt by the Agency of the Tax Revenues and could thus have an adverse effect on the Agency' s ability to make timely payments of debt service on the Series 1992 Bonds. Concentration of Land Ownership. To the extent that land ownership is, or becomes concentrated, the inability or unwillingness of one or a small number of landowners to pay property taxes on its property in the Project Area might have a material adverse affect on the receipt by the Agency of Tax Revenues and the ability of the Agency to make payments of debt service on the Series 1992 Bonds. CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS Article XITIA On June 6, 1978, California voters approved Proposition 13, which added Article XIIIA to the California Constitution ("Article XlIIA"). Article XIIIA limits the amount of any ad valorera tax on real property to one percent of the full cash value thereof, except that additional ad valorera taxes may be levied to pay debt service on indebtedness approved by the voters prior to July 1, 1978 and (as a result of an amendment to Article NIIIA approved by California voters on June 3, 1986) on bonded indebtedness for the acquisition or improvement of real property which has been approved on or after July 1, 1978 by two-thirds of the voters on such indebtedness. Article X'IIIA clef'rues full cash value to mean "the county assessor's valuation of real property as shown on the 1975/76 tax bill under 'full cash value,' or thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment." This full cash value may be increased at a rate not to exceed two percent per year to account for inflation. Article NTrlA has subsequently been amended to permit reduction of the "full cash value" base in the event of declining property values caused by damage, destruction or other factors, to provide that there would be no increase in the "full cash value" base in the event of reconstrucuon of property damaged or destroyed in a disaster and in other minor or technical ways. -13- Court Challenges to Proposition 13. The U.S. Supreme Court recently struck down as a violation of equal protection certain propony tax assessment practices in West Virginia, which had resulted in vas~y different assessments of similar properties. Since Proposition 13 provides that property may only be reassessed up to 2% per year, except upon change of ownership or new construction, recent purchasers may pay substantially higher property taxes than long-time owners of comparable property in a community. The Supreme Court in the West Virginia case expressly declined to comment in any way on the constitutionality of Proposition 13. Based on this decision, however, property owners in Cnlifornia brought three suits challenging the acquisition value assessment provisions of Proposition 13. All three suits were dismissed by the trial court and subsequently appealed. In December 1990, the State Court of Appeal upheld Proposition 13 in two cases; Proposition 13 was upheld in the third case in April 1992. On February 28, 1992, the California Supreme Court declined to hear the appeals of the two cases decidext in December 1990. The United States Supreme Court agreed on :June 3, 1992 to hear the appeal of the case, R.H. Macy & Co.. Inc. v. Contra Costa County. California decided by the State Court of Appeal in December 1990. R.H. Macy & Co. subsequently withdrew its petition. Further appeals to the United States Supreme Court are likely. The Agency cannot predict whether these challenges will be successful or when the ultimate resolution of these cases will occur. ff the assessment rules of Article :X'rnA are ultimately struck down, it is not known what rules would become operative. Further legislation could then be a possibility. The Agency cannot predict what impact any of these developments might have on the Agency or on the Agency's ability to meet its obligations. Legislation Implementing Article XmA. Legislation has been enacted and amended a number of times since 1978 to implement Article XIIIA. Under current law, local agencies are no longer permitted to levy directly any property tax (except to pay voter-approved indebtedness). The 1% property tax is automatically levied by the county and distributed according to a formula among taxing agencies. The formula apportions the tax roughly in proportion to the relative shares of taxes previously levied. Increases of assessed valuation resulting from reappraisals of property due to new construction, change in ownership or from the 2 % annual adjustment are allocated among the various jurisdictions in the "taxing area" based upon their respective "situs." Any such allocation made to a local agency continues as part of its allocation in illlure years. Beginning in the 1981-82 fiscal year, assessors in. California no longer record property values on tax rolls at the assessed value of 25 percent of market value which was expressed as $4.00 per $100 assessed value. All taxable property is now shown at full market value on the tax rolls. Consequently, the tax rate is expressed as $1 per $100 of taxable value. All taxable property value included in this Official Statement is shown at 100% of market value (unless noted differently) and all tax rates reflect the $1 per $100 of taxable value. Statuton' Limitations A statutory initiative ("Proposition 62") was adopted by. the voters voting in the State at the November4, 1986 General Election which (1) requires that any tax for general governmental purposes imposed by local governmental entities be approved by resolution or ordinance adopted by two-thirds vote of the governmental agency's legislative body and by a majorit)' of the electorate of the governmental entity, (2) requires that any special tax (defined as taxes levied for other than general governmental purposes) imposed by a local governmental entity be approved by a two-thirds vote of the voters within that jurisdiction, (3) restricts the use of revenues from a special tax to the purposes or for the service for which the special tax was imposed, (4) prohibits the imposition of ad valorera taxes on real property by local -14- governmental entities except as permitt~ by Article Xrn A, (5) prohibits the imposition of transaction taxes and sales taxes on the sale of real property b~, local governmental entities and (6) requires that any tax imposed by a local governmental enuty on or after March 1, 1985 be ratified by a majority vote of the electorate within two years of the adoption of the initiative or be terminated by November 15, 1988. Several recent decisions of State Courts of Appeal have held that all or portions of the provisions of Proposition 62 requiring majority vote approval of the elmorate for general fund taxes are unconstitutional. A petition for review of one of the decisions was fried with the State Supreme Court on October 21, 1985, which petition was denied by the Court on December 15, 1988, making the Court of Appeal decision in that case final. However, the State Supreme Court has granted a petition for review of the case of Rider v. County of San Diego, wherein the plaintiffs challenged the validity of the San Diego County Regional Justice Facility Financing Act authorizing a county-wide sales tax to f'mance criminal justice facilities by majority vote of the electorate. The Court of Appeal, Fourth District, Division Two, held that even though the sales tax was a special tax, it was still valid because Proposition 62 violated Article lI, Section 9, subdivision (a) of the State Constitution by submitting a tax levied for the "usual current expenses' of local government to an election requirement. -15- Property Tax Collection Procedures Classifications. In California, property which is subject to ad valorera taxes is classified as "secured" or "unsecured". Secured and unsecured property are entered on separate parts of the assessment roll maintained by the county assessor. The secured classification includes property on which any property tax levied by the County becomes a Hen on that property sufficient, in the opinion of the county assessor, to secure payment of the taxes. Every tax which becomes a lien on secured property has priority over all other Hens on the secured property, regardless of the time of the creation of other Hens. A tax levied on unsecured properly does not become a Hen against the taxes on unsecured property, but may become a lien on certain other property owned by the taxpayer. Collections. The method of collecting delinquent taxes is substantially different for the two classifications of property. The taxing authority has four ways of collecting unse~ureA property taxes in the absence of timely payment by the taxpayer: (1) a civil action against the taxpayer; (2) fffing a certificate in the office of the county clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer; (3) filing a certificate of delinquency for record in the county recorder's office, in order to obtain a Hen on certain property of the taxpayer; and (4) seizure and sale of the personal property, improvements or possessory interests belonging or assessed to the assessee. The exclusive means of enforcing the payment of delinquent taxes with respect to property on the secured roll is the sale of property securing the taxes to the State for the mount of taxes which are delinquent. The County currently allocates property taxes to the Agency based on tax increment collected with delinquencies prorated between the taxing agencies and the Agency. Current tax payment practices by the County provide for payment to the Agency of Tax Revenues intermittently throughout the fiscal year. A f'mal reconciliation is made after the close of the fiscal year to incorporate all adjustments to previously reported current year taxable values. Penalties. A 10% penalty is added to delinquent taxes which have been levied with respect to property on the secured roll. In addition, property on the secured roll on which taxes are delinquent is sold to the State on or about June 30 of the fiscal year. Such property may thereafter be redeemed by payment of the delinquent taxes and a delinquency penalty, plus a redemption penalty of 1 I/2 % per month to the time of redemption. If taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the county tax collector. A 10% penalty also applies to delinquent taxes on property on the unsecured roll, and further, an additional penalty of 1 I/2 % per month accrues with respect to such taxes beginning the first day of the third month following the delinquency date. Delinquencies. The valuation of property is determined as of March 1 each year and equal installments of taxes levied upon secured property become delinquent on the following December I0 and April 10. As described under "-Collections," the Agency currently receives property taxes based on tax increment collected with delinquencies prorated between the taxing agencies and the Agency. -16- Taxes on unsecured property are due December 1 and become delinquent August 31. Supplemental Assessments. A bill enacted in 1983, SB 813 (Statutes of 1983, Chapter 498), provides for the supplemental assessment and taxation of property as of the occurrence of a change in ownership or completion of new construction. Previously, statutes enabled the assessment of such changes only as of the next March I tax Ben date following the change and thus delayed the realization of increased property taxes from the new assessments. As enacted, Chapter 498 provides increased revenue to redevelopment agencies to the extent that supplemental assessments as a result of new construction or changes of ownership occur within the boundaries of redevelopment projects subsequent to the March 1 lien date. To the extent such supplemental assessments occur within the Project Area, Tax Revenues may increase. Business Inventor)' Exemi~tion Redevelopment agencies for which a redevelopment plan was adopted prior to 1978-79 am eligible to receive a special subvention to restore to such agencies the difference between the level of business inventory replacement revenues which were to be paid for the loss of business inventory revenues under prior law and the amount of revenue received from taxes on the supplemental roll. The Re, development Plan was adopted after the total exemption of business inventory from taxation became effective and therefore the Agency is not eligible to receive subventions to replace business inventory revenues. Unitary Propertv AB 454 (Chapter 921, Statutes of 1986) provided that revenues derived from Unitary Property, commencing with the 1988-89 fiscal year, will be allocated as follows: (1) for revenues generated from the one percent tax rate, (a) each jurisdiction, including project areas, will receive a percentage up to 102 percent of its prior year State-assessed unitary revenue; and (b) if countywide revenues generated from Unitary Property are greater than 102 percent of the previous year's unitary revenues, each jurisdiction will receive a percentage share of the excess unitary revenues by a specified formula and (2) for revenue generated from the application of the debt service tax rate to county-wide unitary taxable value, each jurisdiction wLLI receive a percentage share of revenue based on the jurisdiction's annual debt service requirements and the percentage of property taxes received by each jurisdiction from unitary property taxes. This provision applies to all Unitary Property except railroads whose valuation will continue to be allocated to individual tax rate areas. The provisions of AB 454 do not constitute an elimination of the assessment of any State-assessed properties nor a revision of the method of assessing utilities by the State Board of Equalization. Generally, AB 454 allows valuation growth or decline of Unitary Property to be shared by all jurisdictions in a county. The County makes payments to the Agency in an amount approximately equal to 102 % of incremental revenue derived from the Project Area from State assessed properties as the Agency' s share of Unitary Property tax revenue for the Project Area. Recent Limitation on Tax Revenues An initiative to amend the California Constitution was approved by California voters at the November 8, 1988 general election. Under prior law, a re, development agency using tax increment revenue rece|ves additional property tax revenue whenever a local government increases its property tax rate to pay off its general obligation bonds. This initiative amends the California Constitution to allow the California Legislature to prohibit redevelopment agencies from receiving any of the property tax revenue raised by increased property tax rates -17- imposed by local governments to make payments on their bonded indebtedness. The initiative only applies to tax rates levied to finance bonds approved by the voters on or after January 1, 1989. Any revenue reduction to redevelopment agencies would depend on the number and value of the general obligation bonds apprnved by voters in future years. The Agency does not currently project receiving any Tax Revenues as a result of general obligation bonds which may be approved on or after January 1, 1989. Appropriations & Limitations: Article ~ B of the California Constitution On November 6, 1979, California voters approved Proposition 4, the so-called Gann Initiative, which added Article :XTrl B to the California Constitution. The principal effect of Article XTfI B is to limit the annual appropriations of the State and any city, county, school district, authority or other political subdivision of the State to the level of appropriations for the prior fiscal year, as adjusted for changes in the cost of living, population and services rendered by the government entity. The "base year" for establishing such appropriation limit is the 1978-79 fiscal year and the limit is to be adjusted annually to reflect changes in population, consumer prices and certain increases in the cost of services provided by these public agencies. Appropriations subject to Article XTrr B include generally the proceeds of taxes levied by the State or other entity of local government, exclusive of certain State subventions, refunds of taxes, and benefit payments from retirement, unemployment insurance and disability insurance funds. Proceeds of taxes include, but are not limited to, all tax revenues and the proceeds to an entity of government from (1) regulatory licenses, user charges, and user fees (but only to the extent such proce. t.,ds exceed the cost of providing the service or regulation), and (2) the investment of tax revenues. Article ~ B includes a requirement that if an entity's revenues in any year exceed the amounts permitted to be spent, the excess would have to be returned by revising tax rates or fee schedules over the subsequent two years. While the tax rate is assumed to decline to one percent of taxable value and remain constant in subsequent years, current hw permits taxing entities deriving revenues from the one percent rate to reduce their levies under certain circumstances. It is the apparent intent of the law to insulate the other taxing entities and redevelopment agencies from the affects of such reductions on their property tax revenues. Effective September 30, 1980, the California Legislature added Section 33678 to the Law which provided that the allocation of taxes to a redevelopment agency for the purpose of paying principal of, or interest-on, loans, advances, or indebtedness shah not be deemed the receipt by such agency of proceeds of taxes levied by or on behalf of the agency within the meaning of Article XlII B, nor shall such portion of taxes be deemed receipt of proceeds of taxes by, or an appropriation subject to the limitatior, of, any other public body within the meaning or for the purpose of the Constitution and laws of the State of California, including Section 33678 of the Law. The constitutionality of Section 33678 has been upheld in two California appellate court decisions Brown v. Community Redevelopment Agency of the City of Santa Ana and Bell Community Redevelopment Agency v. Woosicy. The plaintiff in Brown v. Community Redevelopment Agency of the City of Santa Ana petitioned the California Supreme Court for a hearing of this case. The California Supreme Court formally denied the petition and therefore the earlier court decisions are now final and binding. On the basis of these court decisions, the Agency has not adopted an appropriations limit. Low and Moderate Income Housing. Chapter 1337, Statutes of 1976, added Sections 33334.2 and 33334.3 to the Law requiring redevelopment agencies to set-aside 20 percent of all tax increment derived from -18- redevelopment project areas adopted after December 31, 1976 in a low and moderate income housing fund. This low and moderate income housing requirement could be reduced or eliminated if a redevelopmerit agency finds that: 1) no need exists in the community to improve or increase the supply of low and moderate income housing; 2)that some stated percentage less than 20 percent of the tax increment is sufficient to meet the housing need; or 3) that other substantial efforts, including the obligation of funds from state, local and federal sources for low and moderate income housing, of equivalent impact are being provided for in the community. Chapter 1135, Statutes of 1985 mended Section 33334.3 and added Sections 33334.6 and 33334.7 to extend the requirement for redevelopmerit agencies to set-aside into a low and moderate income housing fund, 20 percent of tax increment to redevelopmerit project areas adopted prior to January 1, 1977, beginning with fiscal year 1985-86 revenues. An agency may make the same findings described above to reduce or eliminate the low and moderate income housing requirement. Additionally, for project areas adopted prior to January 1, 1977, an agency may reduce its low and moderate income housing deposit requirement in any fiscal year that an agency finds that the reduction is necessary to make payments on "existing obligations", and for fiscal years through 1995-96 only, to fund the orderly and timely completion of "public and private projects, programs or activities". Existing obligations include any loan, advance or indebtedness (whether funded, refunded, assumed or otherwise) incurred by an agency to finance or refmanee in whole or in pan, any redevelopmerit project existing on, and created prior to January 1, 1986, and contained on the statement of existing obligations of the agency as discussed below. Public and private projects, programs and activities are those approved by an agency prior to January 1, 1986 and contained on the statement of existing programs as discussed below. An agency which reduces its low and moderate income housing fund deposit requirement due to existing obligations or the orde~y and timely completion of public and private projects, programs or activities must have adopted prior to September 1, 1986, by resolution, after a noticed public hearing, a statement of existing obligations and/or a statement of existing programs describing each such obligation, project, program and activity. The'Re, development Plan, which was adopted after 1977, is subject to the requirements of Chapter 1337. The 20% set-aside amount in excess of the share of the debt service on the Series 1992 Bonds will not be available for the payment of debt service on the Series 1992 Bonds. Future Initiatives Article XTI'I A, Article X1TI B and Proposition 62 were each adopted as measures that qualified for the ballot pursuant to Califomia's initiative process. From time to time other initiative measures could be adopted, further affecting Agency revenues or the Agency's ability to expend revenues. Thereis no litigation pending or, to the Agency's knowledge threatened in any way to n or enjoin the issuance, execution or delivery of the Series 1'992 Bonds, to contest the validity of the Series 1992 Bonds, the Indenture or any proceedings of the Agency with respect thereto. In the opinion of the Agency and its counsel, there are no lawsuits or claims pending -19- against the Agency which will materially affect the Agency's finances so as to impair the Agency 's ability to pay principal of and interest on the Series 1992 Bonds when due. RATINGS Moody's Investors Service, Inc. and Standard & Poor's Corporation have given the Series 1992 Bonds a rating of" "and" ", respectively. An explanation of the significance of each such rating may be obtained only fwm the rating agency furnishing the same. The Agency furnished to each rating agency certain information and materials. Generally, rating agencies base their ratings on such information and materials, and, in addition, on investigations, studies and assumptions made by the rating agencies themselves. There is no assurance that either or both of the ratings mentioned above will continue for any given period of time or that either or both of the ratings may not be lowered or withdrawn entirely by each such rating agency, if in its judgment circumstances so warrant. Any such downward change or withdrawal of any such rating may have an adverse effect on the market price of the Series 1992 Bonds. TAX EXEMI'TION In the opinion of Brown & Wood, Los Angeles, California, Bond Counsel, based on existing statutes, regulations, rulings and judicial decisions and assuming continuing compliance by the Agency with certain covenants in the documents pertaining to the Series 1992 Bonds and requirements of the Internal Revenue Code of 1986, as mended, regarding the use, expenditure and investment of Series 1992 Bond proceeds and the timely payment of certain amounts to the United States Treasury, interest on the Series 1992 Bonds is not includable in the gross income of the owners of the Series 1992 Bonds for purposes of federal income taxation. Failure to comply with such covenants and requirements may cause interest on the Series 1992 Bonds to be includable in gross income retroactively to the date of issue. Interest on the Series 1992 Bonds will not be treated as an item of tax preference in calculating the alternative minimum taxable income of individuals or corporations; however, interest on the Series 1992 Bonds will be included as an adjustment in the calculation of corporate alternative minimum taxable income and may, therefore, affect a corporation's alternative minimum tax and environmental tax liabilities. Ownership of tax-exempt obligations may result in collateral income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, certain foreign corporations doing business in the United States, certain S Corporations, and taxpayers that may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations. Bond Counsel expresses no opinion regarding any collateral federal income tax consequences and, accordingly, prospective purchasers of the Series 1992 Bonds should consult their tax advisors as to applicability of any such collateral consequences. In the further opinion of Bond Counsel, interest on the Series 1992 Bonds is exempt from State of California personal income tax. The form of the opinion of Bond Counsel is attached hereto as Appendix B. -20- C~TAIN~G~MATTERS The legal opinion of Brown & Wood, Los Angeles, California, Bond Counsel, approving the validity of the Series 1992 Bonds, will be made available to purchasers at the time of original delivery of the Series 1992 Bonds, and a copy thereof will be printeel on each Series 1992 Bond. MISCELLANF~US All summaries of the Indenture, applicable legislation, agreements and other documents are made subject to the provisions of such document and do not purport to be complete statements of any or all of such pwvisions. Reference is hereby made to such documents on fde with the Agency for further information in connection therewith. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realiTed. The execution and delivery of this Official Statement has been duly authorized by the Agency. REr}EVELOPMENT AGENCY OF THE CITY OF TEMECULA By: Chairperson -21- TEMECULA I~-r~EVELO~ PROJECT TAX INCKEMENY REVENUE SUMMARY PREPABle, r} BY COUNTY OF RIVERSIDE APPEP~IX B FORM OF OPINION OF BOND COUNSEL AUDITED FINANCIAL STATEMI~NTS FOR FISCAL YEAR ENDF~ JI..T1NTE 30, 1991 GENERAL AND ECONOMIC INFORMATION ON TFrF~ CITY AND THE AREA Following a vote by the residents on November 7, 1989, the City incorporated under the '- general laws of the State of California on December 1, 1989. The Temecula Community Services District (TCSD) was also established at that time. The TCSD is responsible for providing parks and recreation services to the citizens Temecula, as well as street lighting and slope maintenance in certain areas of the district. The activities of the TCSD are included with the activities of the City for financial reporting purposes, because the City Council serving as the Board of Directors, has oversight responsibility for the TCSD. Other governmental entities, such as the State of California, the County of Riverside and various school, water and other districts, also provide various levels of service within the City of Tcmecula. However, the Tcmecula City Council does not have a continuing oversight responsibility over these other governmental entities. Therefore, f'mancial data for these governmental entities is not included in the accompanying f'mancial statements. The Redevelopment Arencv of Temecula The City of Temecula adopted ordinance No. 91-08 on April 27, 1991, activating the Re. development Agency and declaring the City Council of Temecula as the Re, development Agency. On May 9, 1991, the City Council adopted ordinance No. 91-11 which had the affect of adopting a Redevelopmeat plan. The Re, development plan adopted was the "Redevelopment Plan for Riverside County Redevelopmeat Project 1-1988 CRedevelopment Plan"), the ordinance transferred jurisdiction over the Redevelopmeat Plan from the County of Riverside to the Temecula Redevelopmeat Agency. The County originally established the Re, development Project Area prior to the City of Temecula's Incorporation. Both the City and the Agency were in unincorporated Riverside County prior to the City 's incorporation and the events described above). The Redevelopment Agency's goals include such projects as preservation of historic Old Town "' Temecula as well as other improvements which will benefit the Project Area. ECONOMZIC CONDITION AND OUTLOOK Located on Interstate 15, the City of Temecula is 45 miles south of Riverside and 60 miles north of San Diego. The City's 35,650 residents are offered a broad range of housing options from apartments to luxury custom homes with the median housing price at $192,000. Temecula's economic base is anchored by a number of firms specializing in biomedical technology and supplies, high tecl'mology controllers and semi-conductors, among others. The City's retail base is also experiencing growth. During fiscal year 1990 - 91, a 429,175 square foot regional center successfully opened and another 273,584 square feet was occupied in fiscal year 1991 - 92. Temecula is also home to twelve auto dealers including Honda, Toyota and Nissan. During the year the City brought the community development functions in-house that had been performed by outside consultants. The City also began to tackle circulation issues inherited at incorporation, including the signnliTation and widening of Ynes and Rancho California Roads. Although police and fu'e services axe contracted with the County of Riverside, during the fiscal year 1990-91, the City Council elected to supplement the basic level of County service to achieve optimum response times and service levels. FINANCIAl, INFO~TION The City's financial records for general governmental operations are maintained on a modified accrual basis, with revenues recorded when available and measurable and expenditures recorded when the services or goods are received and the liability incurred. Management of the City is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the governsnent are protected from loss, theft or misuse and to ensure that adequate accounting data are compiled to allow the preparation of financial statements in conformity with generally accepted accounting principles. The internal control structure is designed to provide reasonable, but not absolute, assurance that these objectives are met. The concept of reasonable assurance recognizes that: (1) the cost of the control should not exceed the benefits likely to be derived; and (2) the valuation of costs and benefits requires estimates and judgments by management. Budgetary Policy and Control Budgets are adopted annually by the City Council by resolution and are prepared for each fund in accordance with its basis of accounting. As provided by City ordinance, the Finance Officer is responsible for preparing the budget and for its implementation after adoption. All appropriations lapse at year end. The City Manager has the legal authority to transfer operating budget appropriations within a budgetary department provided that total appropriations for a department are not changed. Changes to total departmental appropriations require the majority approval of the City Council. The City maintains budgetary controls to ensure compliance with legal provisions embodied in the annual budget adopted by the City Council. The level of budgetary control (that is, the level at which expenditures cannot legally exceed the appropriated amount) is established by department. GENERAL INFORMATION A[,riculture. The climate and soft in the City are particularly favorable for growing avocado, grape, and citrus crops. There are currently 20 agricultural management Finns in the Temecula area which manage agricultural production of thousands of acres of land owned b individual inve. stor~, partnerships and corporations. The agricultural managers apply economies o~Y scale, by combining many small and medium sized parcels of land as if these parcels were one large ranch. In addition, a substantial wine industry has been developed in the City and the surrounding area. Approximately 4,000 acres of land are planted with grapevines. There are currently twelve (12) wineries which produce wine with locally grown grapes. Climate. Warm summers and moderate winters are typical of the overall City climate. Annual average precipitation is 11.58 inches and annual average temperatures range from an 80.5 degrees to a minimum annual average of 46.3 degrees. Education. The City serves one of the fastest growing school district in the State, according to a r~ort issued in August, 1990. The Temecula Valley Unified School District has five elementary schools, two middle schools, one high school and one continuation school. The total number of students in the Temecula Valley Unified School District jumped from approximately 6,000 to 9,000 at the end of the school year in 1991. The University of California, Riverside has opened an extension center in the City and Mt. San Jacinto Community College has opened a new campus ten miles north of the City to serve the growing population. Transportation. The City is bisected by Interstate 15 which directly connects it with San Diego and Interstate 10 leading to Los Angeles. Interstate 15 also directly connects with Highway 91 leading to Orange County and Interstate 215 leading to San Bernardino. The following Tables set forth major manufacturing and non-manufacturing employers. CITY OF TEMECUIA AND SURROUNDING AREA MAJOR MANUFACTLrRING EMPLOYERS Approximate No. Type of Emplover of Employees - 1991 Business * Advanced Cardiovasculax Systems 750 * Hudson Oxygen Company 400 * International Rgctifer 600 * Professional Hospital Supply 250 * Bianchi Leather Products 225 * Borg-Warner Mechanical Seals 183 * Opto 22 180 * General Dynamics 140 * California Curves, Inc. 120 = AhamTor (ATI) 98 * Milgard Manufacturing 87 American Industries 85 Plant Equipment 75 Medical D~vic~s Therapy Equipment Semi Conductors Medical Supplies Leather Goods Pump Parts Semi Conductors Defense Television Cabinets Heat Sinks Dual Glaze Windows & Doors Remanufacturer Auto Parts Telephone Equipment * Located in the Redevelopmerit Project Area Source: Ci~.' of Temecula CITY OF TE.IVIECULA AND SURROUNDING AREA MAJOR NON-MANUFACTURING EIVIPLOYERS Employer Approximate No. of Employees - 1991 Temccula Unified School District Von' s, Stater Bros., Albertson's, Lucky' s and Hughes Markets Inland Valley Hospital Various Banks & Savings & Loans Target Stores Abraham Administrative Center Temecula Creek Inn * Ranpac Engineering Corporation * Rancho California Water District * Rancon Financial * U.S. Border Patrol 675 522 386 223 220 200 197 150 130 110 77 * Located in the Redevelopmerit Project Area Type of Business Education Grocery Stores Medical Financial Retail Government Hotel Engineering Utility Developer Government Source: City of Temecula GENERAL GOVERNM~NTAL REVENUES BY SOURCE (From Incorporation) Taxes Licenses and permits Intergovernmental Charges for service Fines and forfeitures Use of money and property Annexation fees Other TOTAL REVENWJF~ 1990 1991 (seven months only) $ 7,931,203 $1,741,086 1,470,552 45,661 3,000,442 1,040,796 8,025,496 185,055 145,813 7,220 511,522 48,873 8,400 9,600 112.159 57.078 - $21,205,587 $3,135,369 Note: Includes all governmental fund types Source: City Finance DeparDnenl GENERAL GOVERNIV~-NTAL EXPEND~ BY FUNCTION (From Incorporation) Current 1990 1991 (seven months only} General government Public safety Public works Community development Community services Capital outlay TOTAL EXPENDITURES $1,919,700 $ 615,152 2,927,974 97,414 515,247 7,920 4,293,252 195,590 1,132,293 346,330 1.284.520 82.579 $12,072,986 $1,344,985 Note: Includes all governmental fund types Source: CiO. Finance Department CITY OF TEI~!ECULA ASSESSED AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY FOR THE YEAR ENDED JUNE 30, 1991 (VALUES IN THOUSANDS) Total Exemptions Net Net Total Estimated Fiscal Year Secured and Veteran Assessed Exemptions Assessed Actual Taxes Unsecured Church. etc. Value Homeowners Value Value 1991 $2,228,686 $(8,108) $2,220,578 $(27,927) $2,192,651 $2,192,651 Source: Riverside County Assessor's Office CITY OF TE1VIECULA PRINCIPAL TAXPAYERS JUNE 30, 1991 Taxpayer 1. Rancho California Development Co. 2. International Recti~er Corp. Type of Rusiness Real Estate Dev. Manufacture 3. Advanced Cardiovascular Systems, Inc. Manufacture 4. Taylor Woodrow Homes Calif. Ltd. 5. Eli Lilly & Company 6. Rancho Regional Shopping Center Inc. 7. Bedford Development Co. 8. Acacia Construction Inc. 9. First Prudential Corp. 10. Margarita Village Development Co. Real Estate Dev. Pharmaceutical Shopping Center Dev. Real Estate Development Construction Real Estate Dev./Holding Co. Real Estate Development 1991 Assessed Valuation fin lhousnnds) $126,570 57,942 45,107 25,567 22,502 21,066 18,663 16,762 16,561 16.190 $366,930 Percentage of Total Assessed Valuation 5.68% 2.60% 2.02% 1.14% 1.01% 0.95% 0.84% 0.75% 0.74% 0.73% 16.46% Source: Riverside County Assessotis Office Construction, Bank Deposits, and Property Value For the Year Ended June 30, 1991 (Value in Thousands) Commercial Constnaction Fiscal Number Year of Units 1991 181 Value $17,346 Residential Bank Construction Deposits (l) N/A (2) Number of Units Value Deposits 387 $6,407 N/A (2) Property Values (3) Commercial Residential $1,270,735 $1,353,396 Source: (2) City Building and Safety Department (2) 1991 data unavailable (3) County Land Use Statistical Recap Report Rk'3~EVELOPMENT AGENCY OF THE CITY OF TEMECULA COMPUTATION OF DIRECT AND OVERLAPPING BONDED DEBT SEPTEMBER 1, 1992 TO COMB CITY OF ~CULA TAXABLE RETAIL ~ALE~ (Taxable Sales in Thousands of Dollars) 1991 (*By Quarter) rn r,,oCZ CITY OF TEMECULA BUILDING PERMITS AND VALUATIONS (Valuations in Thousands of Dollars) JlResidential Single Units Single Valuations Multiple Units Multiple Valuations Alterations/Ad d iton s - Perm its Alterations/Additions Valuations Total Units Sub-Total Valuations 1990 72 6,708 0 0 27 469 72 7,177 1991 370 42,119 78 3,950 48 703 448 46,773 I Non - Residential Commercial Valuations Industrial Valuations Other Valuations Alterations/Additions Valuations Non - Residential Valuations Total Building Valuations 1990 8,361 8,553 1,574 3,707 22, 196 29,373 SOURCE: ECONOMIC SCIENCES CORPORATION CALIFORNIA BUILDING PERMIT ACTIVITY 1991 9,638 11,295 1,320 5,204 28,087 74,860 CITY OF TEM'ECULA LARGEST EMPI.,O~ BY NUMBER OF EMPLOYEES JUNE 30, 1992 Employer 1. Advancexl Cardiovascular Systems 2. Temecula Valley Unified School District 3. International Rcctifcr (Hcxfet America) 4. Hudson Respiratory Cam, Inc. 5. Professional Hospital Supply 6. Bianchi Leather Products 7. Banks and Savings and Loans 8. Target 9. Temecula Creek Inn Golf Resort 10. Borg Wamer Corporation 11. Opto 22 12. RanpacEngineering 13. GeneralDynamics 14. Rancho California Water District 15. Lucky Stores 16. RanconFinancial 17. Albertsons 18. Stater Brothers 19. Milgard Mfg. 20. Doubletree Suites 21. Vons Companies, Inc. Number of Employees 750 675 600 400 250 225 223 220 197 183 180 150 140 127 120 110 1130 100 87 70 60- Source: Temecula Chamber of Commerce CITY OF TEMECULA MISCELLANEOUS STATISTICS Date Incorporated: Form of Government: City Area: Streets: City Maintained Streets: Libraries: No. of Libraries: No. of Volumes Police Protection: No. of Stations No. of Sworn Officers Fire Protection: No. of Stations No. of Firemen 7. Parks: Employees: 8. Number of Registered Votors 9. Population: 1970: 1980 1990 1991 Source: CiO' Departments * According to U.S. Census ** According to Land Use Inventory prepared by Lightfoot Planning Group December 1, 1989 Council/Manager 26 Square Miles 200 Miles 82 Miles Provided by the County of Riverside 1 51,590 Provided by the County of Riverside 1 31 Provided by the County of Riverside 2 31 7 Parksites, 123.53 acres (55 acres developed) 80 11,077 2,773 8,324 27,099 * 35,650 ** APPENDIX-E SUMMARY OF PRINCIPAL LEGAL DOCUI~ff, NTS TO COME FROM BROWN & WOOD TEMECULA PUBLIC FACILITIES FINANCING CORPORATION ITEM 1 ITEM 2 Draft of 9/22/92 TRUST AGREEMENT by and among as Trustee and TEMECULA PUBLIC FACILITIES FINANCING CORPORATION as Corporation and TEMECULA COMMUNITY SERVICES DISTRICT Dated as of October 1, 1992 Relating to CERTIFICATES OF PARTICIPATION (COMMUNITY RECREATION CENTER PROJECT) SERIES 1992 TABLE OF CONTENTS Parties ................................................. Recitals ................................................ Paae 1 1 ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; RECITALS Section 1.01. Section 1.02. Section 1.03. Definitions ............................ Rules of Construction .................. Recitals ............................... I-1 I-6 I-6 Section 2.01. Section 2.02. Section 2.03. Section 2.04. Section 2.05. Section 2.06. Section 2.07. Section 2.08. Section 2.09. Section 2.10. ARTICLE II CERTIFICATES; TERMS AND PROVISIONS Preparation of Certificates ............ Denominations; Medium and Place of Payment; Dating ...................... Payment of Principal and Interest with Respect to Certificates ......... Form of Certificates ................... Execution .............................. Transfer of Certificates ............... Exchange of Certificates ............... Certificate Registration Books ......... Temporary Certificates ................. Certificates Mutilated, Lost, Destroyed or Stolen ............................ II-1 II-1 II-2 II-2 II-2 II-2 II-3 II-3 II-4 11-4 Section Section Section Section ARTICLE III DELIVERY OF CERTIFICATES; CONSTRUCTION FUND 3.01. Delivery of Certificates ............... 3.02. Application of Proceeds of Certificates 3.03. Construction Fund ...................... 3.04. Validity of Certificates ............... III-1 III-1 III-1 III-2 4185\6636000004\TRUST AGREEMENT 1 Section Seection Section Section Section 4.01. 4.02. 4.03. 4.04. 4.05. ARTICLE IV PREPAYMENT OF CERTIFICATES Terms of Prepayment ........................ IV-1 Selection of Certificates for Prepayment... IV-2 Notice of Prepayment ....................... IV-2 Partial Prepayment of Certificate .......... VI-3 Effect of Prepayment ....................... VI-3 ARTICLE V Series 1992 Installment Payments Section Section Section Section Section Section 5.01. 5.02. 5.03. 5.04. 5.05. 5.06. Pledge and Deposit of Serie~ 1992 Installment Payments ................. Certificate Payment Fund ............... Investment of Moneys in Special Funds.. Reserve Fund ........................... Rebate Fund ............................ Pledge of Moneys in Funds .............. V-1 V-1 V-2 V-3 V-4 V-6 Section Section Section Section Section Section Section Section Section Section Section 6.01. 6.02. 6.03. 6.04. 6.05. 6.06. 6.07. 6.08. 6.09. 6.10. G.11. ARTICLE VI COVENANTS Corporation and District to Perform Installment Purchase Agreement ...... District Budgets ...................... Tax Covenants ......................... Accounting Records and Reports ........ Compliance with Trust Agreement ....... Observance of Laws and Regulations .... Compliance with Contracts ............. Prosecution and Defense of Suits ...... Recordation and Filing ................ Eminent Domain ........................ Further Assurances .................... VI- 1 VI- 1 VI - 1 VI - 2 VI - 2 VI - 2 VI- 3 VI-3 VI- 3 VI-4 VI-4 Section 7.01. Section 7.02. Section 7.03. Section 7.04. ARTICLE VII DEFAULT AND LIMITATION OF LIABILITY Notice of Non-Payment .................. Action on Default or Termination ....... Other Remedies of the Trustee .......... Non-Waiver ............................. VII-1 VII-1 VII-1 VII-2 4185\6636000004\TRUST AGREEMENT 2 Section Section Section Section Section Section 7.05. 7.06. 7.07. 7.08. 7.09. 7.10. Remedies Not Exclusive ................. No Obligationby the District to Owners ............................... No Obligation with Respect to Performance by Trustee ............... No Liability to Owners for Payment ..... No Responsibility for Sufficiency ...... Indemnification' of Trustee ............. VII-2 VII-2 VII-2 VII-2 VII-3 VII-3 Section Section Section Section Section 8.01. 8.02. 8.03. 8.04. 8.05. ARTICLE VIII THE TRUSTEE Employment of Trustee .................. Acceptance of Employment ............... Trustee; Duties, Removal and Resignation .......................... Compensation of the Trustee ............ Protection of the Trustee .............. VIII-1 VIII-1 VIII-1 VIII-2 VIII-2 Section Section Section 9.01. 9.02. 9.03. ARTICLE IX AMENDMENT OF TRUST AGREEMENT Amendments Permitted ................... Endorsement or Replacement of Certificates After Amendment or Supplement ........................... Amendment of Particular Certificates... IX-1 IX-1 IX- 2 Section Section Section ARTICLE X DEFEASANCE 10.01. Discharge of Trust Agreement ........... 10.02. Depoeit of Money or Securities with Trustee ......................... 10.03. Unclaimed Moneys ....................... X-1 X-1 X-2 Section Section ARTICLE XI MISCELLANEOUS 11.01. Benefits of Trust Agreement Limited to Parties ........................... 11.02. Successor Deemed Included in all References to Predecessor ............ XI-1 XI- 1 4185\6636000004\TRUST AGREEMENT Section Section Section Section Section Section Section Section Section Section Exhibit Exhibit 11.03. 11.04. 11.05. 11.06. 11.07. 11.08. 11.09. 11.10. 11.11. 11.12. Execution of Documents by Owners ...... Disqualified Certificates ............. Waiver of Personal Liability .......... Acquisition of Certificates by District; Destruction of Certificates ........................ Headings .............................. Funds and Accounts .................... Partial Invalidity .................... California Law ........................ Notices ............................... Execution in Counterparts ............. A Form of Certificate of Participation and Form of Assignment ........................ B Form of Requisition for Disbursement from from Construction Fund .................... XI-1 XI-2 XI-2 XI -2 XI -2 XI-2 XI-3 XI-3 XI-3 XI-4 A-1 B-1 4185\6636000004\TRUST AGREEMENT 4 THIS TRUST AGREEMENT, made and entered into as of October 1, 1992 (the "Agreement"), by and among , as trustee (the "Trustee"), a national banking association authorized to conduct a trust business, duly organized and existing under the laws of the United States of America, and TEMECULA PUBLIC FACILITIES FINANCING CORPORATION, as the seller of the 1992 Project, hereinafter defined, a nonprofit public benefit corporation duly organized and existing under the laws of the State of California (the "Corporation"), and TEMECULA COMMUNITY SERVICES DISTRICT, a conuunity services district duly organized and existing under the laws of the State of California (the "District"); In consideration of the mutual covenants herein contained and for other valuable consideration, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; RECITALS Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of any report or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. All capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Installment Purchase Agreement: Agreement. The term "Agreement" means this Trust Agreement, as originally executed or as it may from time to time be amended or supplemented as provided for herein. Assignment Agreement. The term "Assignment Agreement" means that certain Assignment Agreement, by and between the Corporation and the Trustee, dated as of October 1, 1992, as originally executed or as it may from time to time be amended or supplemented in accordance with its terms. Certificate Payment Fund. The term "Certificate Payment Fund" means the fund by that name established in Section 5.02. Certificate Year. The term "Certificate Year" means the period beginning on the date of execution and delivery of the Certificates and ending on October 1, 1993, and each successive one-year period thereafter until there are no Outstanding Certificates. Certificates. The term "Certificates" means the certificates of participation executed and delivered by the Trustee pursuant to this Agreement. Code. The term "Code" means the Internal Revenue Code of 1986, as amended, and. regulations promulgated thereunder. Construction Fund. The term "Construction Fund" means the fund by that name established in Section 3.03. Federal Securities. of the following: The term "Federal Securities" means any (a) Direct general obligations of (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), or obligations the payment of principal of and interest on which are directly or indirectly guaranteed by, 4185\6636000004\TRUST A~REEI~ENT I-1 the United States of America (including state and local government series), including, without limitation, such of the foregoing which are commonly referred to as "stripped" obligations and coupons; or (b) Any of the following obligations of the following agencies of the United States of America: (i) direct obligations of the Export-Import Bank, (ii) certificates of beneficial ownership issued by the Farmers Home Administration, (iii) participation certificates issuedby the General Services Administration, (iv) project notes issued by the United States Department of Housing and Urban Development, (v) public housing notes and bonds guaranteed by the United States of America, and (vi) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association. Guidelines for ContriVance. The term "Guidelines for Compliance" means the Guidelines for Compliance delivered on the date of execution and delivery of the Certificates. Information Services. The term "Information Services" means Financial Information, Inc.'s "Daily Called Bond Service," 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny Information Services' "Called Bond Service," 65 Broadway, 16th Floor, New York, New York 10006; Moody's Investors Service "Municipal and Government," 99 Church Street, 8th Floor, New York, New York 10007, Attention: Municipal News Reports; Standard and Poor's Corporation "Called Bond Record," 25 Broadway, 3rd Floor, New York, New York 10004; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other services providing information with respect to called bonds as the District may designate in a Written Request of the District delivered to the Trustee. Installment Payment Date. The term "Installment Payment Date" means the date on which Series 1992 Installment Payments are scheduled to be paid by the District pursuant to the Installment Purchase Agreement. Installment Purchase Agreement. The term "Installment Purchase Agreement" means the Installment Purchase Agreement, dated as of October 1, 1992, by and between the District and the Corporation, as originally executed or as it may from time to time be amended or supplemented in accordance with its terms. Interest Fund. The term "Interest Fund" means the fund by that name established in Section 5.02. 4185\6636000004\TRUST A~REEMENT I-2 1992 Project. The term "1992 Project" means the construction of the co~Lunity recreation center described in Exhibit A attached to the Installment Purchase Agreement, or any property substituted therefor in conformance with Section 3.02 thereof. Outstanding. The term "Outstanding," when used as of any particular time with reference to Certificates, means (subject to the provisions of Section 11.04) all Certificates except -- (1) Certificates cancelled by the Trustee or delivered to the Trustee for cancellation; (2) Certificates paid or deemed to have been paid within the meaning of Section 10.01; and (3) Certificates in lieu of or in substitution for which other Certificates shall have been executed and delivered by the Trustee pursuant to Section 2.10. Owner. The term "Owner", when used with respect to the Certificates, means any person who shall be the registered owner of any Outstanding Certificate. Payment Dates: Payment Date. The term "Payment Dates" means April 1 and October i in each year coEf~f~encingApril 1, 1993 and any date on which the unpaid Series 1992 Installment Payments are declared to be due and payable i~f~f, ediately and provided such declaration is not rescinded or annulled, all in accordance with Section 8.01 of the Installment Purchase Agreement. Permitted Investments. "Permitted Investments" mean: (1) Federal Securities; (2) any of the following obligations of federal agencies not guaranteed by the United States of America: (a) debentures issued by the Federal Housing Administration; (b) participation certificates or senior debt obligations of the Federal Home Loan Mortgage Corporation; (c) senior debt obligations of the Federal Home Loan Bank System established under the Federal Home Loan Bank Act; and (d) mortgage-backed securities and senior debt obligations issued by the Federal National Mortgage Association; (3) interest-bearing demand or time deposits (including certificates of deposit) in federal or state chartered banks (including the Trustee), provided that such banks are rated in the two highest rating categories of Standard & Poor's Corporation and Moody's Investors Service and (i) in the case of a savings and loan association, such demand or time deposits shall be fully insured by the successor to the Federal Savings and Loan Insurance Corporation, and (ii) in the case of a bank, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation; (4) repurchase agreements which satisfy the following criteria: (1) repurchase agreements 4185\6636000004\TRUST AGREEMENT I-3 must be between =he Trustee and a dealer bank or securities fi~. which are (a) primary dealers on the Federal Reserve reporting dealer list which are rated "AA" or "Aa" or better by Standard & Poor's Corporation and Moody's Investors Service and which fall under the jurisdiction of the SIPC, or (b) banks rated "AA" or "Aa" or above by Standard & Poor's Corporation and Moody's Investors Service; (2) the written repurchase contract must include the following: (a) securities which are obligations described in (1) above; (b) the term of the repurchase agreement may be up to 30 days; (c) the collateral must be delivered to the Trustee (if the Trustee is not supplying the collateral) or third party (if the Trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities); (d) the Trustee has a perfected first priority security interest in the collateral; (e) collateral is free and clear of third-party liens; (f) failure to maintain the requisite collateral percentage will require the Trustee to liquidate collateral; (g) the securities must be valued weekly, marked-to-market at current market price~la~E secured interest; and (h) the value of collateral must be equal to 103% of the amount of cash transferred by the Agency to the dealer bank or security firm under the repurchase agreement plus accrued interest. If the value of securities held as collateral falls below 103% of the value of the cash transferred by the Agency, then additional cash and/or acceptable securities must be transferred; (3) a legal opinion must be delivered to the Agency stating that the repurchase agreement meets guidelines under state law for legal investment of public funds~ (5) bankers acceptances with a maximum term of one year endorsed and guaranteed by banks which have an unsecured, uninsured and unguaranteed obligation rating of "Prime-l" or "A3" or better by Moody's Investors Service and "A-l" or "A" or better by Standard & Poor's Corporation; (6) obligations, the interest on which is exempt from federal income taxation under Section 103 of the Code and is not subject to the alternative minimum tax imposed under Section 57(a)(5) of the Code, and which are rated in one of the top two rating categories by Moody's Investors Service or by Standard & Poor's Corporation; (7) money market funds registered under the federal Investment Company Act of 1940, whose shares are registered under the federal Securities Act of 1933, and having a rating by Standard & Poor's Corporation of "AAAm-G", "AAAm" or "AAm"; or (8) investment agreements, guaranteed investment contracts, funding agreements, or any other form of corporate note representing the unconditional obligations of entities: (a) the unsecured long-term debt obligations of which are rated at all times in the top two categories by Moody's Investors Service or by Standard & Poor's Corporation~ or (b) the short-term debt obligation of which is rated at all times in the two highest categories of either of such rating agencies. 4185\6636000004\TRUST AGR~FMENT I-4 Prepayment ~,nd. The term "Prepayment Fund" means the fund by that name established in Section 5.02. Prepayment Price. The term "Prepayment Price" means, with respect to any Certificate (or portion thereof), the principal amount with respect to such Certificate (or portion) plus the applicable premium, if any, payable upon prepayment thereof pursuant to the provisions of such Certificate and this Agreement. Principal Fund. The term "Principal Fund" means the fund by that name established in Section 5.02. Rebate Fund. The term "Rebate Fund" means the fund by that name established in Section 5.05. Record Date. The term "Record Date" means, with respect to any Payment Date for the Certificates, the fifteenth (15th) day of the calendar month preceding such Payment Date, whether or not such day is a business day. Reserve Fund. The term "Reserve Fund" means the fund by that name established in Section 5.02. Securities Depositories. The term "Securities Depositories" means: The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax-(516) 227-4039 or 4190; Midwest Securities Trust Company, Capital Structures-Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605, Fax-(312) 663-2343; Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department, Dex-(215) 496-5058; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses as such depositories may specify and/or such other securities depositories as the District may designate in a Written Request of the District delivered to the Trustee. Series 1992 Installment Payments. The term "Series 1992 Installment Payments" means the installment payments payable by the District pursuant to the Installment Purchase Agreement and in the amounts and at the times set forth in the Installment Purchase Agreement. State. The term "State" means the State of California. Statement of the Corporation or District. The term "Statement of the Corporation or District" means a statement signed by or on behalf of (i) the Corporation by its President or a Vice President or (ii) by the District by the President of its Board of Directors and by the Secretary of its Board of Directors 4185\6636000004\TRUST A~REEMENT I-5 or by any other person or persons (whether or not an officer of the Board of Directors of the District) who are specifically authorized by resolution of the District to sign or execute such a document on its behalf. Trustee. The term wTrusteee means , a national banking association duly organized and existing under and byvirtue of the laws of the United States of America having a principal corporate trust office in Los Angeles, California, or its successor as Trustee hereunder. Written Consent of the Corporat~ on or D~-tr~ ct. Written 0r~er of the Corporat~ on or D~ .tr.~ ct. Wr.~ tten Request of the Corporation or D~ et~ ct. Wr~ tten Requ~ .~ t~ on of the Corporation or District. The terms "Written Consent of the Corporation or District," "Written Order of the Corporation or District," "Written Request of the Corporation or District," and "Written Requisition of the Corporation or District" mean, respectively, a written consent, order, request or requisition signed by or on behalf of (i) the Corporation by its President or a Vice President or (ii) the District by the President of its Board of Directors and by the Secretary of its Board of Directors or by any other person or persons (whether or not an officer of the Board of Directors of the District) who are specifically authorized by resolution of the District to sign or execute such a document on its behalf. Section 1.02. Rules of Construction. Words of any gender shall be deemed and construed to include all genders, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. .Unless the context otherwise indicates, words importing the singular number shall include the plural number and vice versa. Section 1.03. Recitals. (a) Installment Purchase Agreement. The Corporation and the District have entered into the Installment Purchase Agreement whereby the Corporation has agreed to sell to the District the 1992 Project, and the District has agreed to purchase the 1992 Project from the CorpDration. (b) Series 1992 Installment Payments. Under the Installment Purchase Agreement, the District is obligated to pay to the Corporation or its assigns Series 1992 Installment Payments for the purchase of the 1992 Project. (c) Assignment Agreement. For the purpose of obtaining the moneys required to be deposited by the Corporation with the Trustee, and for the purpose of securing the obligations of the Corporation hereunder, the Corporation has assigned and I-6 4185\6636000004\TRUST ]~3R~MBNT transferred certain of its rights under the Installment Purchase Agreement to the Trustee pursuant to the Assignment Agreement; and in consideration of such assignment and the execution of this Agreement, the Trustee has agreed to execute and deliver certificates of participation, each evidencing an interest in the Series 1992 Installment Payments in an aggregate amount equal to the aggregate principal amount of certificates of participation so executed and delivered. (d) Conditions Precedent Satisfied. The District and the Corporation hereby certify that all acts, conditions and things required by law to exist, happen and be performed precedent to and in connection with the execution and entering into of this Agreement have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly empowered to execute and enter into this Agreement. 4185\6636000004\TRUST AGREEMENT I-7 ARTICLE II CERTIFICATES; TERMS AND PROVISIONS Section 2.01. Prea~rat~on of Certificates. The Trustee is hereby authorized to execute certificates of participation, to be denominated "Certificates of Participation (C~,unity Recreation Center Project) Series 1992" in an aggregate principal amount of $ evidencing undivided interests in Series 1992 Installment Payments to be paid by the District under the Installment Purchase Agreement. Section 2.02. Denomination.: Me~-m ana Place of Padanent: Dating. The Certificates shall be delivered in the form of fully registered Certificates in the denomination of $5,000 each or any integral multiple thereof; provided that no Certificate shall have principal represented thereby maturing in more than one year. The Certificates shall be payable in lawful money of the United States of America. The principal and Prepayment Price with respect to all Certificates shall be payable upon presentation and surrender thereof at the principal corporate trust office of the Trustee in Los Angeles, California. Interest with respect to Certificates shall be payable by check or draft of the Trustee mailed by first class mail on the Payment Dates of such Certificates to the respective Owners of record thereof as of the close of business on the Record Date at the addresses shown on the books required to be kept pursuant to Section 2.08, except that such interest will be paid by wire upon the written request of an Owner of not less than $1,000,000 in aggregate principal amount of Certificates, which request must be filed by no later than the applicable Record Date, except in each case, that, if and to the extent that there shall be a default in the payment of the interest due on such Payment Date, such defaulted interest shall be paid to the Owners in whose names any such Certificates are registered at the close of business on a special record date as determined by the Trustee. The Certificates shall be dated October 1, 1992. Interest with respect to Certificates shall be payable from the Payment Date preceding their date of execution, unless such date shall be after a Record Date and on or before the succeeding Payment Date, in which case interest shall be payable from such Payment Date or unless such date shall be on or before the first Record Date, in which case interest shall be payable from October 1, 1992, provided, however, that if, as shown by the records of the Trustee, interest represented by the Certificates shall be in default, Certificates executed in exchange for Certificates surrendered for transfer or exchange shall represent interest from the last date to which interest has been paid in full or 4185\6636000004\TRUST AGREEMENT II-1 duly provided for with respect to the Certificates, or, if no interest has been paid or duly provided for with respect to the Certificates, from October 1, 1992. Section 2.03. Payment of Principal and Interest with Respect to Certificates. (a) Certificates in the aggregate principal amount of $ shall become payable on October i in the years and in the amounts and with an interest component as provided in subsection (b) below at the rates, as follows: Payment Date Principal Interest October ! ~mount Rate $ % % Principal or Prepayment Price due with respect to the Certificates at maturity or prepayment thereof, whichever is earlier, shall, to the extent of the aggregate principal amount stated upon the Certificates, represent the sum of those portions of the Series 1992 Installment Payments designated as principal coming due on the Installment Payment Dates i~,~ediately preceding the Payment Dates in each year. (b) Interest with respect to the Certificates shall be payable on April I and October i of each year, conm~encing April 1, 1993, and continuing to and including the date of maturity or prior prepayment, whichever is earlier. Said interest shall represent the sum of those portions of the Series 1992 Installment Payments designated as interest coming due on the Payment Dates, at the rates set forth in subsection (a) above. Section 2.04. Form of Certificates. The Certificates and the form of assignment to appear thereon shall 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 Agreement. Section 2.05. Execution. The Certificates shall be executed by and in the name of the Trustee, as trustee under this Agreement, by the manual signature of an authorized officer or signatory of the Trustee. Section 2.06. Transfer of Certificates. Any Certificate may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08, II -2 4185\6636000004\TRUST ~aREEMENT by the person in whose name it is registered, in person or by such person's duly authorized attorney, upon surrender of such Certificate for cancellation at the principal corporate trust office of the Trustee in Los Angeles, California, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Trustee. Whenever any Certificate or Certificates shall be surrendered for transfer, the Trustee shall execute and deliver a new Certificate or Certificates of the same maturity, for a like aggregate principal amount and of authorized denomination or denominations. The Trustee may charge a sum for each new Certificate executed and delivered upon any transfer. The Trustee may require the payment by any Owner requesting any such transfer of any tax or other governmental charge required to be paid with respect to such transfer. Following any transfer of Certificates the Trustee shall cancel and destroy the Certificates it has received. Section 2.07. Rxchange of Certificates. Certificates may be exchanged at the principal corporate trust office of'the Trustee in Los Angeles, California, for a like aggregate principal amount of Certificates of other authorized denominations of the same maturity. The Trustee may charge a sum for each new Certificateexecuted and delivered upon any exchange except in the case of any exchange of temporary Certificates for definitive Certificates. The Trustee may require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. Following any exchange of Certificates the Trustee shall cancel and destroy the Certificates it has received. The Trustee shall not be required to register the exchange, or transfer pursuant to Section 2.06, of any Certificate (i) within 15 days preceding selection of Certificates for prepayment or (ii) selected for prepayment. Section 2.08. Certificate Registration Books. The Trustee will keep or cause to be kept, at its principal corporate trust office in Los Angeles, California, sufficient books for the registration and transfer of the Certificates, which shall upon reasonable prior notice and at all reasonable times be open to inspection by the Corporation or the District; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Certificates as hereinbefore provided. The person in whose name any Certificate shall be registered shall be deemed the Owner thereof for all purposes hereof, and payment of or on account of the interest with respect to and II-3 4185\6636000004\TRUST AGREEMENT principal of and Prepayment Price represented by such Certificate shall be made only to or upon the order in writing of such Owner, which payments shall be valid and effectual to satisfy and discharge liability upon such Certificate to the extent of the sum or sums so paid. Section 2.09. Temporary Certificates. The Certificates may be initially executed and delivered in temporary form exchangeable for definitive Certificates when ready for delivery. The temporary Certificates may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Trustee, shall be in registered form and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Certificate shall be executed by the Trustee upon the same conditions and in substantially the same manner as the definitive Certificates. If the Trustee executes and delivers temporary Certificates it will execute and furnish definitive Certificates without delay, and thereupon the temporary Certificates may be surrendered, for cancellation, in exchange therefor at the principal corporate trust office of the Trustee in Los Angeles, California, and the Trustee shall deliver in exchange for such temporary Certificates an equal aggregate principal amount of definitive Certificates of the same maturity or maturities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits under this Agreement as definitive Certificates executed and delivered hereunder. Section 2.10. Certificates Mutilated. Lost. Destroyed or Stolen. If any Certificate shall become mutilated, the Trustee shall execute and deliver a new Certificate of like tenor, maturity and principal amount in exchange and substitution for the Certificate so mutilated, but only upon surrender to the Trustee of the Certificate so mutilated. Every mutilated Certificate so surrendered to the Trustee shall be cancelled by it and destroyed. If any Certificate shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee, and, if such evidence is satisfactory to the Trustee and indemnity satisfactory to the Trustee shall be given indemnifying the Trustee, the Corporation and the District, the Trustee, at the expense of the Certificate Owner, shall execute and deliver a new Certificate of like tenor and maturity, and numbered as the Trustee shall determine, in lieu of and in substitution for the Certificate so lost, destroyed or stolen. The Trustee may require payment of a sum not exceeding the actual cost of preparing each new Certificate executed under this Section and of the expenses which may be incurred by the Trustee under this Section. Any Certificate executed under the provisions of this Section in lieu of any Certificate alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits of this 11-4 4185\6636000004\TRUST AGREENENT Agreement with all other Certificates secured by this Agreement. The Trustee shall not be required to treat both the original Certificate and any replacement Certificate as being Outstanding for the purpose of determining the principal amount of Certificates which may be executed hereunder or for the purpose of determining any percentage of Certificates Outstanding hereunder, but both the original and replacement Certificate shall be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of delivering a new Certificate for a Certificate which has been mutilated, lost, destroyed or stolen and which has matured, the Trustee may make payment of such Certificate upon receipt of indemnity satisfactory to the Trustee. 4185\6636000004\TRUST AGReEMeNT II-5 ARTICLE III DELIVERY OF CERTIFICATES; CONSTRUCTION FUND Section 3.01. Delivery of Certificates. The Trustee is hereby authorized to execute and deliver Certificates in an aggregate principal amount of $ , upon the Written Order of the District. Section 3.02. Application of Proceeds of Certificates. The proceeds received from the sale of the Certificates shall be deposited with the Trustee, who shall deposit the sum of $ , in the Reserve Fund, the sum of $ , representing accrued interest, in the Certificate Payment Fund, and the sum of $ in a separate fund to be known as the "Temecula Con~unity Services District Community Recreation Center Construction Fund, Series 1992" (the "Construction Fund") which the Trustee shall establish and maintain. Section 3.03. Construction Fund. The moneys in the Construction Fund shall be held by the Trustee in trust and applied to the payment of the costs of construction of the 1992 Project and of expenses incidental thereto, including the initial fees and expenses of the Trustee, expenses in connection with the preparation, execution and delivery of the Certificates, legal fees and expenses of counsel, and similar expenses. Before any payment is made from the Construction Fund by the Trustee, the District, acting as agent of the Corporation, shall cause to be filed with the Trustee a Written Requisition of the District, showing with respect to each payment to be made -- (a) the item number of the payment; (b) is due; the name and address of the person to whom payment (c) the amount to be paid; and (d) the purpose for which the obligation to be paid was incurred. Each such Written Requisition shall state, and shall be sufficient evidence to the Trustee -- (a) that obligations in the stated amounts have been incurred by the District and that each item thereof is a proper charge against the Construction Fund; and (b) that there has not been filed with or served upon the District notice of any lien, right to lien or attachment III-1 4185\6636000004\~UST AGREEMENT upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named in such Written Requisition, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen's or mechanics' liens accruing by mere operation of law. Upon receipt of each such Written Requisition, the Trustee will pay the amount set forth in such Written Requisition as directed by the terms thereof. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, which has not been released or will not be released simultaneously with such payment. When the 1992 Project shall have been constructed in accordance with the Installment Purchase Agreement, a Statement of the District stating the fact and date of such construction and acceptance and stating that all of such cost of construction and incidental expenses have been determined and paid (or that all of such costs and expenses have been paid less specified claims which are subject to dispute and for which a retention in the Construction Fund is to be maintained in the full amount of such claims until such dispute is resolved), shall be delivered to the Trustee by the District. Upon the receipt of such statement, the Trustee shall transfer any remaining balance in the Construction Fund not needed for Construction Fund purposes (but less the amount of any such retention which amount shall be certified to the Trustee by the District) first to the Reserve Fund until the amount therein equals the Series 1992 Reserve Fund Requirement, and thereafter to the Certificate Payment Fund. Section 3.04. Validity of Certificates. The validity of the authorization and delivery of the Certificates is not dependent on and shall not be affected in any way by any proceedings taken by the District, the Corporation or the Trustee with respect to or in connection with the Installment Purchase Agreement. The recital contained in the Certificates that all acts, conditions and things required by the Constitution and statutes of the State and this Agreement to exist, to have happened and to have been performed precedent to and in the delivery thereof do exist, have happened and have been performed in due time, form and manner as required by law shall be conclusive evidence of their validity and of compliance with the provisions of law in their delivery. 4185\6636000004\TRUST AGRI~M~NT III-2 ARTICLE IV PREPAYMENT OF CERTIFICATES Section 4.01. Terms of Prepayment. (a) The Certificates shall be subject to prepayment prior to their respective stated maturities, as a whole on any date or in part on any Payment Date in the order of maturity as directed by the District in a Written Request provided to the Trustee at least 75 days prior to the Payment Date and by lot within each maturity in integral multiples of $5,000 from prepaid Series 1992 Installment Payments made by the District from Net Proceeds, upon the terms and conditions of, and as provided for in, Section 6.10 of this Agreement, and Sections 6.08 and 6.12 of the Installment Purchase Agreement, at a Prepayment Price equal to the principal amount thereof and accrued interest thereon to the date fixed for prepayment, without premium. (b) The Certificates with stated maturities on or after October 1, , shall further be subject to prepayment prior to their respective stated maturities, as a whole or in part on any Payment Date in the order of maturity as directed by the District in a Written Request provided to the Trustee at least 75 days prior to the Payment Date and by lot within each maturity in integral multiples of $5,000, on or after October 1, , from amounts prepaid by the District pursuant to the Installment Purchase Agreement at a Prepayment Price (expressed as a percentage of the principal amount of such Certificates to be prepaid) plus interest accrued to the date fixed for prepayment, as set forth below: Prepayment Period Prepayment Price (c) The Certificates maturing October 1, are subject to mandatory prepayment in part (by lot) on any October I on or after October 1, , in integral multiples of $5,000 at a Prepayment Price of the principal amount thereof plus accrued interest evidenced and represented thereby to the date fixed for prepayment, without premium. Such Certificates shall be prepaid in the amounts and upon the dates as follows: 4185\6636000004\TRUST AGREEMENT IV- 1 Mandatory Prepayment Da~es (October ~) Amount e Final maturity. Section 4.02. Selection of Certificates for Prepayment. Whenever less than all of the Certificates are called for prepayment, the Trustee shall select the Certificates or portions thereof to be prepaid from the Outstanding Certificates in accordance with Section 4.01. The Trustee shall promptly notify the District in writing of the numbers of the Certificates or portions thereof so selected for prepayment. Section 4.03. Notice of Prepayment. Notice of prepayment shall be mailed, first class postage prepaid, to the respective Owners of any Certificates designated for prepayment at their addresses appearing on the Certificate registration books and to the Information Services and by registered or certified or overnight mail to the Securities Depositories at least 30 days but not more than 60 days prior to the prepayment date. Each notice of prepayment shall state the date of notice, the prepayment date, the place or places of prepayment and the Prepaymeht Price, shall designate the maturities, CUSIP numbers, if any, and, if less than all of any such maturity is to be prepaid, the serial numbers of the Certificates of such maturity to be prepaid by giving the individual number of each Certificate or by stating that all Certificates between two stated numbers, both inclusive, have been called for prepayment and, in the case of Certificates to be prepaid in part only, the respective portions of the principal amount thereof to be prepaid. Each such notice shall also state that on said date there will become due and payable on each of said Certificates the Prepayment Price thereof or of said specified portion of the principal represented thereby in the case of a Certificate to be prepaid in part only, together with interest accrued with respect thereto to the prepayment date, and that (provided that moneys for prepayment have been deposited with the Trustee) from and after such prepayment date interest with respect thereto shall cease to 4185\6636000004\TRUST AGREEMENT IV-2 accrue, and shall require that such Certificate be then surrendered to the Trustee. Any defect in the notice or the mailing will not affect the validity of the prepayment of any Certificate. Notice of prepayment of Certificates shall be given by the Trustee. Section 4.04. Part.~al Prepsannent of Certificate. Upon surrender of any Certificate prepaid in part only, the Trustee shall execute and deliver to the Owner thereof, at the expense of the District, a new Certificate or Certificates of authorized denominations equal in aggregate principal amount to the unprepaid portion of the Certificate surrendered and of the same interest rate and maturity. Section 4.05. Rffect of Prepsannent. When notice of prepayment has been duly given as aforesaid, and moneys for payment of the Prepayment Price of, together with interest accrued to the prepayment date with respect to, the Certificates (or portions thereof) so called for prepayment are held by the Trustee, the Certificates (or portions thereof) so called for prepayment shall, on the prepayment date designated in such notice, become due and payable at the Prepayment Price specified in such notice and interest accrued thereon to the prepayment date; and from and after the prepayment date interest represented by the Certificates so called for prepayment shall cease to accrue, said Certificates (or portions thereof) shall cease to be entitled to any benefit or security under this Agreement, and the Owners of said Certificates shall have no rights in respect thereof except to receive payment of said Prepayment Price and accrued interest. All Certificates prepaid pursuant to the provisions of this Article shall be cancelled upon surrender thereof and destroyed by the Trustee. 4185\6636000004\TRUST AGREEMENT IV- 3 ARTICLE V Series 1992 Installment Payments Section 5.01. Pledge ana D~DoA~t of Serie. 1992 Installment Payments. The Series 1992 Installment Payments are hereby irrevocably pledged to, and shall be used for, the punctual payment of the Certificates, and the Series 1992 Installment Payments shall not be used for any other purpose while any of the Certificates remain Outstanding. This pledge shall constitute a first and exclusive lien on the Series 1992 Installment Payments in accordance with the terms hereof. All Series 1992 Installment Payments to which the Corporation my at any time be entitled (including income or profit from investments pursuant to Section 5.03) shall be paid directly to the Trustee pursuant to the terms of the Assignment Agreement, and if received by the Corporation at any time shall be deposited by the Corporation with the Trustee within one business day after the receipt thereof, and the Trustee shall deposit all Series 1992 Installment Payments as and when received in the Certificate Payment Fund. All moneys at any time deposited in the Certificate Payment Fund shall be held by the Trustee in trust for the benefit of the Owners from time to time of the Certificates, but shall nevertheless be disbursed, allocated and applied solely for the uses and purposes herein set forth. Section 5.02. Certificate Payment Fund. There is hereby established with the Trustee the Certificate Payment Fund and the Reserve Fund, each of which the Trustee shall establish and maintain and hold in trust separate and apart from other funds held by it so long as any Series 1992 Installment Payments remain unpaid. The Trustee shall transfer from the Certificate Payment Fund the following amounts at the times and in the manner hereinafter provided, and shall deposit such amounts in one or more of the following respective funds, each of which the Trustee shall establish and maintain and hold in trust separate and apart from other funds held by it, and each of which shall be disbursed and applied only as hereinafter authorized. Such amounts shall be so transferred to and deposited in the following respective funds in the following order of priority, the requirements of each such fund at the time of deposit to be satisfied before any transfer is made to any fund subsequent in priority: (a) Interest Fund. The Trustee, no later than the business day before each Payment Date (conu~encing April 1, 1993), shall deposit in the Interest Fund an amount representing the portion of the Series 1992 Installment Payments designated as interest coming due on the next succeeding Payment Date. 4185\6636000004\TRUST AGREEMENT V-1 No deposit need be made into the Interest Fund so long as there shall be in such fund moneys sufficient to pay the interest portion of all Certificates then Outstanding on the next Payment Date. Except as hereinafter provided, moneys in the Interest Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the interest with respect to the Certificates when due and payable (including accrued interest on any Certificates prepaid prior to maturity pursuant to this Agreement). (b) Principal Fund. The Trustee, no later than the business day before each Payment Date (co~m~encing October 1, 199 ), shall deposit in the Principal Fund an amount equal to the principal coming due with respect to the Certificates on the next succeeding October 1. No deposit need be made into the Principal Fund so long as there shall be in such fund moneys sufficient to pay the portion of all Certificates then Outstanding designated as principal and coming due on the next succeeding October 1. Except as hereinafter provided, moneys in the Principal Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the principal with respect to the Certificates when due and payable. (c) Prepayment Fund. Moneys to be used for prepayment pursuant to Section 4.01 hereof and paid by the District pursuant to Section 7.01 of the Installment Furchase Agreement shall be transferred by the Trustee from the Certificate Payment Fund and deposited in the Prepayment Fund on the prepayment date specified in the Written Request of the District filed with the Trustee pursuant to Section 7.02 of the Installment Furchase Agreement. Said moneys shall be set aside in the Prepayment Fund solely for the purpose of prepaying the Certificates in advance of their respective stated maturities and shall be applied on or after the date specified for prepayment pursuant to Section 4.01 hereof to the payment of the Prepayment Price with respect to the Certificates to be prepaid upon presentation and surrender of such Certificates. Section 5.03. Investment of Moneys in Special Funds. Any moneys in the Construction Fund, the Certificate Payment Fund, the Interest Fund, the Principal Fund, the Reserve Fund and the Prepayment Fund shall be invested, upon the Written Request of the District, by the Trustee, in Permitted Investments which will mature on or before the dates when such moneys are scheduled to be needed for payment from such fund and in accordance with the limitations set forth in Section 6.03 and the Guidelines for 4185\6636000004\TRUST AGREEMENT V-2 Compliance. Securities acquired as an investment of moneys in a fund shall be credited to such fund. In the absence of written investment direction from the District, the Trustee shall invest moneys held by it solely in Permitted Investments specified in clause (7) of the definition thereof. Any interest, profit or other income on such investments shall be deposited in the Reserve Fund to =he extent the amount available and contained therein is less than the Series 1992 Reserve Fund Requirement and thereafter in the Certificate Payment Fund. Subject to the further provisions of Section 6.03, the Trustee may sell or present for prepayment any obligations so purchased at the direction of the District 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 investment. The Trustee may act as principal or agent in the acquisition or disposition of any investment. The Trustee may commingle any of the funds or accounts established pursuant to this Agreement into a separate fund or funds for investment purposes only; provided, however, that all funds or accounts held by the Trustee hereunder shall be accounted for separately notwithstanding such commingling. Section 5.04. Reserve Fun~. The Trustee shall deposit in the Reserve Fund the amounts required to be deposited therein pursuant to the Installment Purchase Agreement and this Agreement and apply moneys in the Reserve Fund in accordance with this Section 5.04. If four business days prior to any Payment Date the moneys in the Certificate Payment Fund are insufficient to make the payments required by this Agreement with respect to Certificates on such Payment Date, the Trustee shall transfer from the Reserve Fund to the Certificate Payment Fund the amount of such insufficiency. In the event that the Trustee has transferred moneys from the Reserve Fund to the Certificate Payment Fund in accordance with this Section 5.04, upon receipt of the moneys from the District to increase the balance in the Reserve Fund to the Series 1992 Reserve Fund Requirement, the Trustee shall deposit such moneys in the Reserve Fund. If the amount available and contained in the Reserve Fund exceeds an amount equal to the Series 1992 Reserve Fund Requirement and if the District is not then in default under the Installment Purchase Agreement, the Trustee shall semiannually on 4185\6636000004\TRUST AGREEMENT V-3 or before April 1 and October 1 withdraw the amount of such excess from the Reserve Fund and shall, if prior to the completion of the 1992 Project or any other uncompleted Project, transfer such amount to the District for deposit in the Construction Fund, and thereafter deposit such amount in the Certificate Payment'Fund, and for this determination the Trustee shall make a valuation of the Reserve Fund on April I and October I in each year. Except for such withdrawals, all moneys in the Reserve Fund shall be used and withdrawn by the Trustee solely for the purpose of paying principal and interest with respect to the Certificates in the event that no other moneys of the District are available therefor. For the purpose of determining the amount in the Reserve Fund, all Permitted Investments credited to the Reserve Fund shall be valued at the lower of cost (inclusive of all interest accrued but not paid) or market value. Section 5.05. Rebate Fund. (a) The Trustee shall establish a special fund designated the "Temecula Community Services District 1992 Project Rebate Fund" (the "Rebate Fund"). All amounts at any time on deposit in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the requirement to make rebate payments to the United States (the "Rebate Requirement") pursuant to Section 148(f) of the Code and the Treasury Regulations promulgated thereunder (the "Rebate Regulations"). Such amounts shall be free and clear of any lien under this Agreement and shall be governed by this Section and Section 6.03 and by the "Guidelines for Compliance with Section 148(f) of the Internal Revenue Code" executed by the District on the closing date. The Trustee shall be deemed conclusively to have complied with the Rebate Requirement if it follows the directions of the District, and shall have no independent responsibility to, or liability resulting from its failure to, enforce compliance by the District with the Rebate Requirement. (b) Within 45 days of the end of each Certificate Year, (1) the District shall calculate or cause to be calculated with respect to the Certificates the amount that would be considered "rebatable arbitrage" within the meaning of Section 1,148-2(a) of the Rebate Regulations, using as the "computation date" for this purpose the end of such Certificates Year, and (2) upon the District's written direction, the Trustee shall deposit to the Rebate Fund from deposits from the District, if and to the extent required, amounts sufficient to cause the balance in the Rebate Fund to be equal to the amount of "rebatable arbitrage" so calculated. The Trustee shall not be required to deposit any amount to the Rebate Fund in accordance with the preceding sentence if the amount on deposit in the Rebate Fund prior to the 4185\6636000004\TRUST ~I~R~RPI~NT V-4 deposit required =o be made under this subsection (b) exceeds the amount of "rebatable arbitrage" calculated in accordance with the preceding sentence. Such excess may be withdrawn from the Rebate Fund to the extent permitted under subsection (g) of this Section. The District shall not be required to calculate the amount of "rebatable arbitrage" within the meaning of Section 1.148-2(a) of the Rebate Regulations with respect to all or a portion of the proceeds of the Certificates (including amounts treated as proceeds of the Certificates) (1) to the extent such proceeds satisfy the expenditure requirements of Section 148(f)(4)(B) or Section 148(f)(4)(C) of the Code, whichever is applicable, and otherwise qualify for the exception to the Rebate Requirement pursuant to whichever of said sections is applicable, (2) to the extent such proceeds are subject to an election by the District under Section 148(f)(4)(C)(vii) of the Code to pay a 1- 1/2% penalty in lieu of arbitrage rebate in the event any of the percentage expenditure requirements of Section 148(f)(4)(C) are not satisfied, or (3) to the extent such proceeds qualify for the exception to arbitrage rebate under Section 148(b)(4)(A)(ii) of the Code for amounts in a "bona fide debt service fund." In such event, and with respect to such amounts, the District shall provide written direction to the Trustee that the Trustee shall not be required to deposit any amount to the Rebate Fund in accordance with this subsection (b). (c) Any funds remaining in the Rebate Fund after prepayment of all of the Certificates and payment of any amounts described in paragraph (2) of subsection (d) of this Section, or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees to the Trustee, shall be withdrawn by the Trustee and remitted to the District. (d) Upon the District's written direction, but subject to the exceptions contained in subsection (b) of this Section to the requirement to calculate "rebatable arbitrage" and make deposits to the Rebate Fund, the Trustee shall pay to the United States, from amounts on deposit in the Rebate Fund, (1) not la=er than 60 days after the end of (i) the fifth Certificate Year, and (ii) each fifth Certificate Year thereafter, an amount that, together with all previous rebate payments, is equal to at least 90% of the sum of (A) the "rebatable arbitrage" calculated as of the end of such Certificate Year in accordance with Section 1.148-2 of the Rebate Regulations, and (B) all previous rebate payments; and (2) not later than 60 days after the payment of all Certificates, an amount equal to 100% of the "rebatable arbitrage" calculated as of the end of such Certificate Year (and any income attributable to the rebatable arbitrage 4185\6636000004\TRUST AGReEMeNT V-5 determined to be due and payable) in accordance with Section 1.148-2 of the Rebate Regulations. (e) In the event that, prior to the time of any payment required to be made from the Rebate Fund, the amount in the Rebate Fund is not sufficient to make such payment when such payment is due, the District shall calculate the amount of such deficiency and direct the Trustee to deposit an amount received from the District equal to such deficiency into the Rebate Fund prior to the time such payment is due. (f) Each payment required to be made pursuant to subsection (d) of this Section shall be made to the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038-T. (g) In the event that i,~u~ediately following the calculation required by subsection (b) of this Section, but prior to any deposit made under said subsection, the amount on deposit in the Rebate Fund exceeds the amount of "rebatable arbitrage" calculated in accordance with said subsection, upon written instructions from the District, the Trustee shall withdraw the excess from the Rebate Fund and credit such excess to the Interest Fund. (h) The District shall retain records of all determinations made hereunder until six years after the retirement of the last obligation of the Certificates. (i) Notwithstanding anything in this Indenture to the contrary, the Rebate Requirement shall survive the defeasance of the Certificates. Section 5.06. Pledge of Moneys in Funds. All amounts on deposit in the Construction Fund, the Certificate Payment Fund, the Interest Fund, the Principal Fund, the Prepayment Fund and the Reserve Fund are hereby irrevocably pledged to the Owners of the Certificates as provided herein. This pledge shall constitute a first and exclusive lien on the Construction Fund, the Certificate Payment Fund, the Interest Fund, the Principal Fund, the Prepayment Fund and the Reserve Fund for the benefit of the Owners of the Certificates in accordance with the terms hereof and of the Installment Purchase Agreement. 4185\6636000004\TRUST AGREEMENT V-6 ARTICLE VI COVENANTS Section 6.01. Corporation an~ D~.tv~ct to Perform In.=ailment Purchase A~reement. The Corporation and District covenant and agree with the Owners to perform all obligations and duties imposed on them under the Installment Purchase Agreement and, together with the Trustee, to enforce such Installment Purchase Agreement against the other party thereto in accordance with its terms. The Corporation and the District will in all respects promptly and faithfully keep, perform and comply with all the terms, provisions, covenants, conditions and agreements of the Installment Purchase Agreement to be kept, performed and complied with by it. The Corporation and the District agree not to do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted to be done, or any such omission of or refraining from action, would or might be a ground for cancellation or termination of the Installment Purchase Agreement. Section 6.02. District Budgets. On or prior to the fifteenth day of each Fiscal Year, the District shall certify to the Trustee that the amounts budgeted for payment of Series 1992 Installment Payments are fully adequate for the payment of all Series 1992 Installment Payments due under the Installment Purchase Agreement for such Fiscal Year. If the amounts so budgeted are not adequate for the payment of Series'1992 Installment Payments due under the Installment Purchase Agreement, the District will take such action as may be necessary to cause such annual budget to be amended, corrected or augmented so as to include therein the amounts required to be raised by the District in the then ensuing Fiscal Year for the payment of Series 1992 Installment Payments due under the Installment Purchase Agreement and will notify the Trustee of the proceedings then taken or proposed to be taken by the District. Section 6.03. Tax Covenants. The Corporation and the District hereby covenant with the Owners that, notwithstanding any other provision of this Agreement, they will make no use of the proceeds of the Certificates that would cause the Certificates to be "arbitrage bonds" within the meaning of Section 148 of the Code. The District will not make any use of the proceeds of the Certificates or any other funds of the District, or take or omit to take any other action, that would cause the Certificates to be 4185\6636000004\TRUST AGREEMENT VI- 1 "private activity bonds" within the 'meaning of Section 141 of the Code, or "federally guaranteed" within the meaning of Section 149(b) of the Code. To that end, so long as any Series 1992 Installment Payments are unpaid, the District, with respect to such proceeds and such other funds, will comply with all requirements of such Sections and all regulations of the United States Department of the Treasury issued thereunder and under Section 103 of the Internal Revenue Code of 1954, as amended, to the extent such requirements are, at the time, applicable and in effect. The District will not use or permit the use of the 1992 Project or any portion thereof by any person other than a governmental unit as such term is used in Section 141 of the Code, in such manner or to such extent as would result in the loss of exclusion from gross income for federal income tax purposes of the interest portion of any Series 1992 Installment Payments. Section 6.04. Accounting Records and Reports. The Trustee shall keep or cause to be kept proper books of record and account in which complete and correct entries shall be made of all transactions made by it relating to the receipts, disbursements, allocation and application of the Series 1992 Installment Payments, and such books shall be available for inspection by the District and by any Owner of at least 5% principal amount, or his agent or representative, at reasonable hours and under reasonable conditions. Each month, so long as the Certificates are Outstanding, the Trustee shall furnish to the District a statement covering receipts, disbursements, allocation and application of amounts on deposit in the funds and accounts created hereunder held by it. Section 6.05. Compliance with Trust A~reement. The Trustee will not execute, or permit to be executed, any Certificates in any manner other than in accordance with the provisions of this Agreement, and the District will not suffer or permit any default by it to occur under this Agreement, but will faithfully observe and perform all the covenants, conditions and requirements hereof. Section 6.06. Observance of Laws and Regulations. To the extent necessary to assure their performance hereunder, the Corporation and the District will well and truly keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on them by contract, or prescribed by any law of the United States of America, or of the State, or by any officer, board or co~,u~tission having jurisdiction or control, as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired by the Corporation or the District respectively, including its right to 4185\6636000004\TRUST AGREEMENT VI-2 exist and carry on its business, to the end that such contracts, rights and franchises shall be maintained and preserved, and shall not become abandoned, forfeited or in any manner impaired. Section 6.07. Connivance w~th Cont~actA. The District shall comply with the terms, covenants and provisions, express or implied, of all contracts for the use of the 1992 Project by the District, and all other contracts and agreements affecting or involving the 1992 Project to the extent =hat the District is a party thereto. Section 6.08. P~osecut~on ~-~ De[enAe of S~ts. The District shall promptly, upon request of the Trustee or any Owner, from time to time take such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the 1992 Project or any part thereof, whether now existing or hereafter developing, shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall indemnify and save the Trustee, the Corporation and every Owner harmless from all loss, cost, damage and expense, including attorneys' fees, which they or any of them may incur by reason of any such defect, cloud, suit, action or proceeding. The District shall defend against every suit, action or proceeding at any time brought against the Trustee, the Corporation or any Owner upon any claim arising out of the receipt, application or disbursement of any of the Series 1992 Installment Payments or involving the rights of the Trustee, the Corporation or any Owner under this Agreement; provided that the Trustee, the Corporation or any Owner at such party's election may appear in and defend any such suit, action or proceeding. The District shall indemnify and hold harmless the Trustee, the Corporation and the Owners against any and all liability claimed or asserted by any person, arising out of such receipt, application or disbursement, and shall indemnify and hold harmless the Owners against any attorneys' fees or other expenses which any of them may incur in connection with any litigation to which any of them may become a party by reason of ownership of Certificates. The District shall promptly reimburse the Corporation or any Owner in the full amount of any attorneys' fees or other expenses which the Corporation or such Owner may incur in litigation or otherwise in order to enforce such party's rights under this Agreement or the Certificates, provided that such litigation shall be concluded favorably to such party's contentions therein. Section 6.09. Recordation an~ Filing. The Trustee, upon written direction of the District, shall record, register, file, renew, refile and re-record all such documents, including financing statements, as may be required by law in order to maintain a security interest in this Agreement and the Assignment 4185\6636000004\TRUST AGREEMENT VI - 3 Agreement, all in such manner, at such times and in such places as may be required by, and to the extent permitted by, law in order fully to preserve, protect and perfect the security of the Owners and the rights and security interests of the Trustee. The Trustee, upon written direction of the District° shall (subject to Section 8.05) do whatever else may be necessary or be reasonably required in order to perfect and continue the lien of this Agreement and the Assignment Agreement. Section 6.10. ~ninent Domain. If all or any part of the 1992 Project shall be taken by eminent domain proceedings (or sold to a government threatening to exercise the power of eminent domain), the Net Proceeds therefrom shall be applied in the manner specified in Section 6.12 of the Installment Purchase Agreement. Section 6.11. Further Assurances. Whenever and so often as requested so to do by the Trustee or any Owner, the Corporation and the District will promptly execute and deliver or cause to be executed and delivered all such other and further 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 Owners all rights, interest, powers, benefits, privileges and advantages conferred.or intended to be conferred upon them by this Agreement. 4185 \6636000004 \TRUST AGPa~NT VI-4 ARTICLE VII DEFAULT AND LIMITATION OF LIABILITY Section 7.01. Notice of Non-Payment. In the event of delinquency in the payment of any Series 1992 Installment Payments due by the District pursuant to the Installment Purchase Agreement, the Trustee shall, after one business day following the date upon which such delinquent Installment Payment was due, immediately give written notice of the delinquency and the amount of the delinquency to the District and the Corporation. Section 7.02. Action on nefa,,!t or Termination. Upon the occurrence of an Event of Default (as that term is defined in the Installment Purchase Agreement), which event shall constitute a default hereunder, and in each and every such case during the continuance of such Event of Default, the Trustee or the Owners of not less than a majority in aggregate principal amount of Certificates at the time Outstanding shall be entitled, upon notice in writing to the District, to exercise the remedies provided to the Corporation in the Installment Purchase Agreement. Upon declaration of the entire principal amount of the unpaid Series 1992 Installment Payments and the accrued interest thereon to be due and payable immediately and provided such declaration is not rescinded or annulled, all in accordance with Section 8.01 of the Installment Purchase Agreement, the Trustee may apply all moneys received as Series 1992 Installment Payments and all moneys held in any fund or account hereunder to the payment of the entire principal amount of the Certificates and the accrued interest with respect thereto, with interest on the overdue Certificates at the rate or rates of interest applicable to the Certificates if paid in accordance with their terms. Section 7.03. Other Remedies of the Trustee. shall have the right -- The Trustee (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the District or any director, officer or employee thereof, and to compel the District or any such director, officer or employee to perform or carry out its or his duties under law and the agreements and covenants required to be performed by it or him contained herein; (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Trustee; or (c) by suit in equity upon the happening of any default hereunder to require the District and its directors, 4185\6636000004\TRUST Jx/}REEMENT VII-1 officers and employees to account as the trustee of an express trust. Section 7.04. Non-Waiver. A waiver of any default or breach of duty or contract by the Trustee shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee. If any action, proceeding or suit to enforce any right or to exercise any remedy is abandoned or determined adversely to the Trustee, the Trustee and the District shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken. Section 7.05. Remedies Not ~xclusive. No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by any law. Section 7.06. No Obligation by the District to Owners. Except for the payment of Series 1992 Installment Payments when due in accordance with the Installment Purchase Agreement and the performance of the other covenants and agreements of the District contained in said Installment Purchase Agreement and herein, the District shall have no obligation or liability to the Owners of the Certificates with respect to this Agreement or the execution, delivery or transfer of the Certificates, or the disbursement of Series 1992 Installment Payments to the Owners by the Trustee; provided however that nothing contained in this Section shall affect the rights, duties or obligations of the Trustee expressly set forth herein. Section 7.07. No 0bliqation with Respect to Performance by Trustee. Neither the District nor the Corporation shall have any obligation or liability to any of the other parties hereto or to the Owners of the Certificates with respect to the performance by the Trustee of any duty imposed upon it under this Agreement. Section 7.08. No Liability to Owners for Payment. The Corporation shall not have any obligation or liability to the 4185\6636000004\TRUST A~REEM~NT VII-2 Owners of the Certificates with respect to the payment of the Series 1992 Installment Payments by the District when due, or with respect to the performance by the District of any other covenant made by it in the Installment Purchase Agreement or herein. Except as provided in this Agreement, the Trustee shall not have any obligation or liability to the Owners of the Certificates with respect to the paymant of the Series 1992 Installment Payments by the District when due, or with respect to the performance by the District of any other covenant made by it in the Installment Purchase Agreement or herein. Section 7.09. No ReSponsibility fo~ Sufficiency. The Trustee shall not be responsible for the sufficiency of this Agreement, the Installment Purchase Agreement, or of the assignment made to it by the Assignment Agreement of rights to receive Series 1992 Installment Payments pursuant to the Installment Purchase Agreement, or the value of or title to the 1992 Project. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it under the terms of and in accordance with this Agreement. Section 7.10. Tndemn~fication of Trustee. The District shall indemnify the Trustee and hold it harmless against any loss, liability, expenses or advances, including but not limited to fees and expenses of counsel and other experts, incurred or made without negligence or willful misconduct on the part of the Trustee, (i) in the exercise and performance of any of the powers and duties hereunder or under the Installment Purchase Agreement by the Trustee, (ii) relating to or arising out of the Project, or the conditions, occupancy, use, possession, conduct or management of, or work done in or about, or from the planning, design, acquisition, installation or construction of the Project or any part thereof, or (iii) arising out of or relating to any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading in any official statement or other offering circular utilized in connection with the sale of the Certificates, including the costs and expenses of defending itself against any claim of liability arising under this Agreement. Such indemnity shall survive payment of the Certificates or resignation or removal of the Trustee. 4185\6636000004\TRUST AGREEMENT VII-3 ARTICLE VIII THE TRUSTEE Section 8.01. R~loyment of Trustee. In consideration of the recitals hereinabove set forth and for other valuable consideration, the District hereby agrees to employ the Trustee to receive, hold,'invest and disburse the moneys received pursuant to the Installment Purchase Agreement for credit to the various funds and accounts established by this Agreement; to execute, deliver and transfer the Certificates; and to apply and disburse the Series 1992 Installment Payments received from the District to the Owners; and to perform certain other functions; all as herein provided and subject to the terms and conditions of this Agreement. Section 8.02. Acceptance of R~ployment. In consideration of the compensation herein provided for, the Trustee accepts the employment above referred to subject to the terms and conditions of this Agreement. Section 8.03. Trustee: Duties. Removal and Resignation. By executing and delivering this Agreement, the Trustee accepts the duties and obligations of the Trustee provided in this Agreement, but only upon the terms and conditions set forth in this Agreement. The District, or, if the District is in default under the Installment Purchase Agreement, the Owners of a majority in aggregate principal amount of all Certificates Outstanding, may by written request to the Trustee, remove the Trustee initially a party to this Agreement, and any successor thereto, and may appoint a successor Trustee, but any such successor shall be a bank or trust company doing business and having a corporate trust office in California, which has (or the parent holding company of which has) a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authorities. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee may at any time resign by giving written notice to the District and by giving to the Owners notice of such resignation by mail at the addresses shown on the registration books maintained by the Trustee. Upon receiving such notice of resignation, the District shall promptly appoint a successor 4185\6636000004\TRUST ~X3REEMENT VIII-1 Trustee by an instrument in writing; provided, however, that in the event that the District does not appoint a successor Trustee within 30 days following receipt of such notice of resignation, the resigning Trustee may at the expense of the District petition the appropriate court having jurisdiction to appoint a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appoinUnent by the successor Trustee. Section 8.04. Compensation of the Trustee. The District shall from time to time, subject to any agreement in effect with the Trustee, pay to the Trustee reasonable compensation for its services and shall reimburse the Trustee for all its advances and expenditures, including but not limited to advances to and fees and expenses of independent appraisers, accountants, consultants, counsel, agents and attorneys-at-law or other experts employed by it in the exercise and performance of its powers and duties hereunder. Such compensation and reimbursement shall be paid by the District and amounts owing therefor shall constitute a charge on the moneys in the Construction Fund and payable by the District; provided, however, that the Trustee shall not otherwise have any claims, except in accordance with Section 7.10, or lien for payment of compensation for its services against any other moneys held by it in the funds or accounts established hereunder but may take whatever legal actions are lawfully available to it directly against the District. Section 8.05. Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any resolution, notice, telegram, request, consent, waiver, certificate, statement, affidavit, voucher, bond, requisition or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions of this Agreement, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall not be bound to recognize any person as an Owner or to take any action at the request of any such person unless such Certificate shall be deposited with the Trustee or satisfactory evidence of the ownership of such Certificate shall be furnished to the Trustee. The Trustee may consult with counsel, who may be counsel to the Corporation or the District, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith in accordance therewith. Whenever in the administration of its duties under this Agreement, the Trustee shall deem it necessary or desirable that 4185\6636000004\TRUST AGREEMENT VIII-2 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) shall be deemed to be conclusively proved and established by a certificate of the Corporation or the District and such certificate shall be full warranty to the Trustee for any action taken or suffered under the provisions of this Agreement upon the faith thereof, but in its discretion the Trustee may (but shall have no duty), in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee may buy, sell, own, hold and deal in any of the Certificates provided pursuant to this Agreement, and may join in any action which any Owner may be entitled to take with like effect as if the Trustee were not a party to this Agreement. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the District or the Corporation, and may act as depositary, trustee, or agent for any co~,,ittee or body of Owners or of obligations of the Corporation or the District as freely as if it were not Trustee hereunder. The Trustee may, to the extent reasonably necessary, execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be'entitled to advice of counsel concerning all matters of trust and its duties hereunder, and the Trustee shall not be answerable for the default or misconduct of any such attorney, agent or receiver selected by it with reasonable care. The Trustee shall not be answerable for the exercise of any discretion or power under this Agreement or for anything whatever in connection with the funds and accounts established hereunder, except only for its own willful misconduct or negligence. The recitals, statements and representations by the District or the Corporation contained in this Agreement or in the Certificates shall be taken and construed as made by and on the part of the District or Corporation and not by the Trustee and the Trustee does not assume, and shall not have, any responsibility or obligations for the correctness of any thereof. The Trustee undertakes to perform such duties, and only such duties as are specifically set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against the Trustee. No provision in this Agreement shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder if it shall have reasonable grounds for believing that repayment of 4185\6636000004\TRUST AGREEMENT VIII-3 such funds or adequate indemnity against such risk or liability is not assured In accepting the trust hereby created, the Trustee acts solely as Trustee for the Owners and not in its individual capacity and all persons, including without limitation the Owners and the District or the Corporation having any claim against the Trustee arising from this Agreement shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Certificates. The Trustee makes no representation or warranty, express or implied as to the title, value, design, compliance with specifications or legal requirements° quality, durability, operation, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the District or the Corporation of the Project. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Installment Purchase Agreement or this Agreement for the existence, furnishing or use of the Project. The Trustee shall not be deemed to have knowledge of any Event of Default hereunder or under the Installment Purchase Agreement unless and until it shall have actual knowledge thereof or have received notice thereof at its corporate trust office at the address set forth in Section 11.11. The Trustee shall not be accountable for the use or application by the District, or the Corporation or any other party of any funds which the Trustee has released in accordance with the terms of this Agreement. 4185\6636000004\TRUST AGREEMENT VIII-4 ARTICLE IX AMENDMENT OF TRUST AGREEMENT Section 9.01. Amendments Permitted. (a) This Agreement and the rights and obligations of the District and of the Owners and of the Trustee may be modified or amended at any time by an amendment hereto which shall become binding when the written consents of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, exclusive of Certificates disqualified as provided in Section 11.04, shall have been filed with the Trustee. No such modification or amendment shall (1) extend the stated maturities of the Certificates, or reduce the rate of interest represented thereby, or extend the time of payment of interest, or reduce the amount of principal represented thereby, or reduce any premium payable on the prepayment thereof, without the consent of the Owner of each Certificate so affected, or (2) reduce the aforesaid percentage of Owners whose consent is required for the execution of any amendment or modification of this Agreement, or (3) modify any of the rights or obligations of the Trustee or the Corporation without its written consent thereto. (b) This Agreement and the rights and obligations of the Corporation and the District and of the Owners may also be modified or amended at any time by an amendment hereto which shall become binding upon adoption, without the consent of the Owners, but only to the extent permitted by law and only for any one or more of the .following purposes-- (1) to add to the covenants and agreements of the Corporation or the District contained in this Agreement other covenants and agreements thereafter to be observed or to surrender any right or power herein reserved to or conferred upon the Corporation or the District, and which shall not materially adversely affect the interests of the Owners; (2) to cure, correct or supplement any ambiguous or defective provision contained in this Agreement or in regard to questions arising under this Agreement, as the Corporation or the District may deem necessary or desirable and which shall not materially adversely affect the interests of the Owners; and (3) to make such other amendments or modifications as shall not materially adversely affect the interests of the Owners. Section 9.02. Endorsement or Replacement of Certificates After Amendment or Supplement. After the effective date of any 4 185 \6636000004 \TRUST AGREEMENT IX- 1 action taken as hereinabove provided, the Trustee may determine that the Certificates may bear a notation by endorsement in form approved by the Trustee as to such action, and in that case upon demand of the Trustee to the Owner of any Outstanding Certificate and presentation of such 0wner's Certificate for such purpose at the principal corporate trust office of the Trustee a suitable notation as to such action shall be made on such Certificate. If the Trustee shall so determine, new Certificates so modified as in the opinion of the Trustee shall be necessary to conform to such action shall be prepared, and in that case upon demand of the Trustee to the Owner of any Outstanding Certificates such new Certificates shall be exchanged at the principal corporate trust office of the Trustee without cost to each Owner for Certificates then Outstanding upon surrender of such Outstanding Certificates. Section 9.03. ~mendment of P~rt~cu!ar Certificates. The provisions of this Article shall not prevent any Owner from accepting any amendments to the particular Certificates held by him, provided that due notation thereof is made on such Certificates. 4185\6636000004\TRUST AGPaEMENT IX-2 ARTICLE X DEFEASANCE Section 10.01. D~scharae of Trust Agreement. When the obligations of the District under the Installment Purchase Agreement shall cease pursuant to Article IX of the Installment Purchase Agreement (except for the right of the Trustee and the obligation of the District to have the money and Permitted Investments mentioned therein applied to the payment of Series 1992 Installment Payments as therein set forth), then and in that case the obligations createdby this Agreement shall thereupon cease, terminate and become void except for the right of the Owners to have applied and the obligation of the Trustee to apply such moneys and Permitted Investments to the payment of the Certificates as herein set forth, and the Trustee shall turn over to the District, after provision for payment of amounts due the Trustee hereunder, as an overpayment of Series 1992 Installment Payments, any surplus in the Certificate Payment Fund and all balances remaining in any other funds or accounts other than moneys and Permitted Investments held for the payment of the Certificates at maturity or on prepayment, which moneys and Permitted Investments shall continue to be held by the Trustee in trust for the benefit of the Owners and shall be applied by the Trustee to the payment, when due, of the principal and interest and premium, if any, represented by the Certificates, and after such payment, this Trust Agreement shall become void. If moneys or Federal Securities are deposited with and held by the Trustee as hereinabove provided, the Trustee shall within thirty 30 days after such moneys or Federal Securities'shall have been deposited with it, mail a notice, first class postage prepaid, to the Owners at the addresses listed on the registration books kept by the Trustee pursuant to Section 2.08, setting forth (a) the date fixed for prepayment of the Certificates, (b) a description of the moneys or Federal Securities so held by it, and (c) that this Agreement has been released in accordance with the provisions of this Section. Section 10.02. beposit of Money or Securities with Trustee. Whenever in this Agreement or the Installment Purchase Agreement it is provided or permitted that there be deposited with or held in trust by the Trustee money or Federal Securities in the necessary amount to pay or prepay any Certificates, the money Or Federal Securities to be so deposited or held may include money or Federal Securities held by the Trustee in the funds and accounts established pursuant to this Agreement and shall be -- (a) lawful money of the United States of America in an amount equal to the principal amount represented by such Certificates and all unpaid interest represented thereby to 4185\6636000004\TRUST AGREEMENT X-1 maturity, except that, in the case of Certificates which are to be prepaid prior to maturity and in respect of which notice of such prepayment 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, the amount to be deposited or held shall be the principal amount or Prepayment Price and all unpaid interest to such date of prepayment if any, representedby such Certificates~ or (b) non-callable Federal Securities which will provide money sufficient to pay the principal at maturity or the principal or Prepayment Price upon prepayment plus all accrued interest to maturity or to the prepayment date, as the case may be, represented by the Certificates to be paid or prepaid, as such amounts bec~me due, provided that, in the case of Certificates which are to be prepaid prior to the maturity thereof, notice of such prepayment 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; provided, in each case, that the Trustee shall have been irrevocably instructed (by the terms of this Trust Agreement and the Installment Purchase Agreement or by Written Request of the District) to apply such money or Federal Securities to the payment of such principal or Prepayment Price and interest represented by such Certificates. Section 10.03. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of the interest or principal or Prepayment Price represented by any of the Certificates which remain unclaimed for two years after the date of deposit of such moneys if deposited with the Trustee after the date when the interest and principal or Prepayment Price represented by such Certificates have become payable, shall at the Written Request of the District be repaid by the Trustee to the District as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the District for the payment of the interest and principal or Prepayment Price represented by such Certificates~ provided, however, that before being required to make any such payment to the District, the Trustee shall, at the written request and expense of the District, first mail a notice to the Owners of the Certificates so payable that such moneys remain unclaimed and that after a date named in such notice, which date shall not be less than 30 days after the date of the mailing of such notice, the balance of such moneys then unclaimed will be returned to the District. 4185\6636000004\TRUST AGRKEMKNT X-2 ARTICLE XI MISCELLANEOUS Section 11.01. Benefits of Trust Agreement L~mited to Parties. Nothing contained herein, expressed or implied, is intended to give to any person other than the District, the Trustee, the Corporation and the Owners any claim, remedy or right under or pursuant hereto, and any agreement, condition, covenant or term required herein to be observed or performed by or on behalf of the District shall be for the sole and exclusive benefit of the Trustee, the Corporation and the Owners. Section 11.02. Successor Deemed vncl,,aed ~n all References to Predecessor. Whenever either the District, the Corporation or the Trustee or any officer thereof is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the District, the Corporation or the Trustee or such officer, and all agreements, conditions, covenants and terms required hereby to be observed or performed by or on behalf of the District, the Corporation or the Trustee or any officer thereof shall bind and inure to the benefit of the respective successors thereof whether so expressed or not. Section 11.03. Execution of Documents by Owners. Any declaration, request or other instrument which is permitted or required herein to be executed by Owners may be in one or more instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed in writing. The fact and date of the execution by any Owner or such Owner's attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state or territory in which he purports' to act that the person signing such declaration, request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer, or by such other proof as the Trustee may accept which it may deem sufficient. The ownership of any Certificates and the amount, payment date, number and date of owning the same may be proved by the books required to be kept by the Trustee pursuant to the provisions of Section 2.08. Any declaration, request or other instrument in writing of the Owner of any Certificate shall bind all future Owners of such Certificate with respect to anything done or suffered to be done 4185\6636000004 \TRUST AGI:LEEIv~NT XI-1 by the District or the Trustee in good faith and in accordance therewith. Section 11.04. D~squalif~ed Certificates. Certificates owned or held by or for the account of the Corporation or the District (but excluding Certificates held in any pension or retirement fund) shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Certificates provided for in this Agreement, and shall not be entitled to consent to or take any other action provided for in this Agreement. The Trustee may adopt appropriate regulations to require each Owner of Certificates, before his consent provided for in this Agreement shall be deemed effective, to reveal if the Certificates as to which such consent is given are disqualified as provided in this Section. Section 11.05. Waiver of Personal T.~h~.l~ty. No director, officer or employee of the District or the Corporation shall be individually or personally liable for the payment of the interest or principal or the prepayment premiums, if any, represented by the Certificates, but nothing contained herein shall relieve any director, officer or employee of the District or Corporation from the performance of any official duty provided by any applicable provisions of law or by the Installment Purchase Agreement or hereby. Section 11.06. Acquisition of Certificates by District: Destruction of Certificates. All Certificates acquired by the District, whether by purchase or gift or otherwise, shall be surrendered to the Trustee for cancellation. Whenever in this Agreement provision is made for the cancellation by the Trustee of any Certificates, the Trustee shall destroy such Certificates and deliver a certificate of such destruction to the District. Section 11.07. Headings. Headings preceding the text of the several Articles and Sections hereof, and the table of contents, are solely tor convenience of reference and shall not constitute a part of this Agreement or affect its meaning, construction or effect. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement; and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. Section 11.08. Funds and Accounts. Any fund required by this Agreement to be established and maintained by the Trustee 4185\6636000004\TRUST AGReEMeNT XI-2 may be established and maintained in the accounting records of the Trustee either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account~ but all such records with respect to all such funds shall at all times be maintained in accordance with sound industry practices and with due regard for the protection of the security of the Certificates and the rights of every Owner thereof. Section 11.09. Partial Tnval~dity. If any one or more of the agreements, conditions, covenants or terms required herein to be observed or performed by or on the part of the District, the Corporation or the Trustee shall be contrary to law, then such agreement or agreements, such condition or conditions, such covenant or covenants or such term or terms shall be null and void and shall be deemed separable from the remaining agreements, conditions, covenants and terms hereof and shall in no way affect the validity hereof or of the Certificates, and the Owners shall retain all the benefit, protection and security afforded to them under any applicable provisions of law. The District, the Corporation and the Trustee hereby declare that they would have executed this Agreement, and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Certificates pursuant hereto irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstances may be held to be unconstitutional, unenforceable or invalid. Section 11.10. California Law. THIS AGREEMENT SHALL BE CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE. Section 11.11. Notices. All written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other parties in writing from time to time. If to the District: If to the Corporation: 4185\6636000004\TRUST A~REEMENT Xi-3 If to the Trustee: Section 11.12. ~xec-t~on ~n Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original', and all of which shall constitute but one and the same instrument. 4185\6636000004\TRUST AGR~NT XI-4 IN WITNESS WHEREOF, the parties have executed and attested this Agreement by their officers thereunto duly authorized as of the date and year first written above. as Trustee By Authorized Signatory TEMECULA PUBLIC FACILITIES FINANCING CORPORATION By President TEMECULA COMMUNITY SERVICES DISTRICT By President Board of Directors (SEAL) Attest: Secretary of the Board of Directors 4185\6636000004\TRUST AGREEMENT XI-5 EXHIBIT A [FORM OF CERTIFICATE OF PARTICIPATION] [FORMOF FACE OF CERTIFICATE] CERTIFICATE OF PARTICIPATION (Co.=.,unity'Recreation Center Project) Series 1992 Evidencing an Interest of the Owner Hereof in Series 1992 Installment Payments to be Made by TEMECIEA COP~B3NITY SERVICES DISTRICT INTEREST CERTIFICATE ORIGI~J~ RATE pAYwM~TT DATE ISSUE DATE October 1, 1992 CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS THIS IS TO CERTIFY that the Registered Owner (specified above) of this Certificate of Participation (herein called the "Certificate") is the owner of an undivided interest in the right to receive certain Series 1992 Installment Payments (as that term is defined in the Trust Agreement hereinafter mentioned) under that certain Installment Purchase Agreement, dated as of October 1, 1992 (the "Installment Purchase Agreement"), by and between Temecula Public Facilities Financing Corporation (the "Corporation") and the Temecula Community Services District (the "District"), the Series 1992 Installment Payments to be made thereunder having been assigned to , as trustee (the "Trustee"), having a principal corporate trust office in Los Angeles, California. The Trustee has executed and delivered $ aggregate principal amount of Certificates of Participation (CoH~',unity Recreation Center Project) Series 1992 (the "Certificates"). The Registered Owner of this Certificate is entitled to receive, subject to the terms of the Installment Purchase Agreement and the Trust Agreement, on the Certificate Payment Date (specified above) the Principal Amount (specified above) representing a portion of the Series 1992 Installment Payments designated as principal coming due on the Certificate Payment Date, and to receive an interest component on such principal component at the interest rate per annum specified above, from the Interest Payment Date (as hereinafter defined) next preceding the date of execution hereof by the Trustee, unless such date of execution is after a Record Date (as hereinafter defined) and on 4185\6636000004\TRUST AGREEMENT A-1 or before the succeeding Interest Payment Date, in which case interest shall be payable from such Interest Payment Date or unless such date of execution is on or before the first Record Date, in which case interest shall be payable from October 1, 1992; provided, however, that if, as shown by the records of the Trustee, interest represented by this Certificate shall be in default, Certificates executed in exchange for this Certificate surrendered for transfer or exchange shall represent interest from the last date to which interest has been paid in full or duly provided for with respect to this Certificate, or, if no interest has been paid or duly provided for with respect to this Certificate, from October 1, 1992. Interest with respect to this Certificate shall be paid on April I and October I of each year, co~,encing April 1, 1993 (each, an "Interest Payment Date"), and continuing to and including the Certificate Payment Date or the date of prior prepayment hereof, whichever is earlier. The principal with respect hereto and prepayment premiums, if any, are payable in lawful money of the United States of America upon presentation and surrender at the principal corporate trust office of the Trustee in Los Angeles, California. Interest with respect hereto is payable by check or draft of the Trustee mailed by first class mail on each Interest Payment Date to the Registered Owner hereof as of the close of business on the fifteenth day of the month prior to such Interest Payment Date, whether or not said day is a business day (the "Record Date") at the address' shown on the registration books maintained by the Trustee, except that such interest will be paid by wire upon the written request of an Owner of not less than $1,000,000 in aggregate principal amount of Certificates, which ~request must be filed by no later than the applicable Record Date, except, in each case that, if and to the extent that there shall be a default in the payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid to the owner in whose name this Certificate is registered at the close of business on a special record date as determined by the Trustee. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE SET FORTH ON THE REVERSE SIDE, WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. The District has certified that all acts, conditions and things required by the Constitution and statutes of the State of California and the Trust Agreement to exist, to have happened and to have been performed precedent to and in the delivery of this Certificate, do exist, have happened and have been performed in due time, form and manner as required by law. 4185\6636000004\TRUST AGREEMENT A-2 IN WITNESS WHEREOF, this Certificate has been executed by the manual signature of an authorized signatory of the Trustee, all as of the date eet forth below. Execution date: as Trustee By (Authorized Signatory) 4185\6636000004\TRUST AGREEMENT A-3 _- [FORM OF BACK OF CERTIFICATE] This Certificate has been executed by the Trustee pursuant to the terms of a Trust Agreement, dated as of October 1, 1992, by and among the Trustee, the Corporation and the District (the "Trust Agreement"). Copies of the Trust Agreement and the Installment Purchase Agreement are on file at the corporate trust office of the Trustee in Los Angeles, California, and reference is made to the Trust Agreement and the Installment Purchase Agreement and any and all amendments thereto for a description of the pledges and covenants securing the Certificates, the nature, extent and manner of enforcement of such pledges, the rights and remedies of the registered owners of the Certificates with respect thereto and the other terms and conditions upon which the Certificates are delivered thereunder. The Certificates are payable from Series 1992 Installment Payments and other amounts on deposit in certain funds and accounts created under the Trust Agreement, including but not limited to the Reserve Fund, all in accordance therewith. All Revenues and all amounts on deposit in the Revenue Fund (as such terms are defined in the Installment Purchase Agreement) are irrevocably pledged to the payment of the Series 1992 Installment Payments and the Revenues shall not be used for any other purpose while any of the Series 1992 Installment Payments remain unpaid; provided that out of Revenues there may be apportioned such sums for such purposes as are expressly permitted in the Installment Purchase Agreement. Such pledge constitutes a first and exclusive lien on Revenues and, subject to application of amounts on deposit therein as permitted in the Installment Purchase Agreement, the Revenue Fund and the other funds and accounts created under the Installment Purchase Agreement for the payment of the Series 1992 Installment Payments and all other Contracts and Bonds (as such terms are defined in the Installment Purchase Agreement) in accordance with the terms of the Installment Purchase Agreement and of the Trust Agreement. The obligation of the District to make Series 1992 Installment Payments is a special obligation of the District payable solely from Revenues (as defined in the Installment Purchase Agreement), the Revenue Fund and other funds described in the Installment Purchase Agreement and does not constitute a debt of the District or the State of California or any political subdivision thereof within the meaning of any constitutional or statutory debt limitation or restriction. The District may at any time execute any Contract the installment payments under which, or issue any Bonds the payments of which, as the case may be, are on a parity with the Series 1992 Installment Payments and which are secured by a pledge of and lien on the Revenues in accordance with the Installment Purchase Agreement. 4185\6636000004\TRUST AGREEMENT A-4 The Certificates are authorized to be executed and delivered in the form of fully registered Certificates in the denomination of $5,000 each or any integral multiple thereof, so long as no Certificate shall represent principal becoming payable in more than one year. Subject to the limitations and conditions and upon payment of the taxes or charges, if any, as provided in the Trust Agreement, Certificates may be exchanged for a like aggregate principal amount of Certificates of the same Certificate Payment Date of other authorized denominations at the principal corporate trust office of =he Trustee in Los Angeles, California. This Certificate is transferable by the Registered Owner hereof, in person or by such person's duly authorized attorney, at said office of the Trustee, but only in the manner, subject to the limitations and upon payment of the taxes and charges provided in the Trust Agreement, and upon surrender of this Certificate for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Trustee. Upon such transfer a new Certificate or Certificates, of the same Certificate Payment Date and of authorized denomination or denominations, for the same aggregate principal amount will be delivered to the transferee in exchange herefor. The Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Trustee shall not be affected by any notice to the contrary. The Trustee shall not be required to register the transfer or exchange of any Certificate (i) within 15 days preceding selection of Certificates for prepayment or (ii) selected for prepayment. The Certificates shall be subject to prepayment prior to their respective stated maturities, as a whole on any date or in part on any Interest Payment Date in the order of maturity as directed by the District in a written rsquest to the Trustee and by lot within each maturity in integral multiples of $5,000, from prepaid Series 1992 Installment Payments made by the District from Net Proceeds (as defined in the Installment Purchase Agreement), under the circumstances and upon the terms prescribed in the Trust Agreement, at a prepayment price equal to the principal amount represented thereby and accrued interest represented thereby to the date fixed for prepayment, without premium. The Certificates with stated maturities on or after October 1, , shall further be subject to prepayment prior to their respective stated maturities, as a whole or in part on any Interest Payment Date in the order of maturity as directed by the District in a written request to the Trustee and by lot within each maturity in integral multiples of $5,000, on or after 4185\6636000004\TRUST AGEEEMENT A-5 October 1, , from amounts prepaid by the District pursuant to the Installment Purchase Agreement, at a prepayment price (expressed as a percentage of the principal amount of such Certificates to be prepaid) plus interest represented thereby accrued to the date fixed for prepayment, as set forth below: Prepayment Period Prepayment Price The Certificates maturing October 1, are subject to mandatory prepayment, upon notice as hereinafter provided, in part (by lot) on any October I on or after October 1, , in integral multiples of $5,000 at a prepayment price of the principal amount thereof plus accrued interest evidenced and represented thereby to the date fixed for prepayment, without premium, in the amounts and upon the dates set forth in the Trust Agreement. As provided in the Trust Agreement, notice of prepayment hereof shall be mailed, first class postage prepaid, not less than 30 nor more than 60 days prior to the prepayment date, to the Registered Owner of this Certificate. If this Certificate is called for prepayment and payment is duly provided therefor as specified in the Trust Agreement, interest represented hereby shall cease to accrue from and after the date fixed for prepayment. Any defect in the notice or the mailing will not affect the validity of the prepayment of this Certificate. To the extent and in the manner permitted by the terms of the Trust Agreement and the Installment Purchase Agreement, as the case may be, the Trust Agreement and the rights and obligations of the District and of the registered owners of the Certificates and of the Trustee or the Installment Purchase Agreement and the rights and obligations of the Corporation and the District and the ;egistered owners of the Certificates and the Trustee, respectively, may be modified or amended, in certain cases without the consent of any owners. Upon acceleration, the Certificates shall become due and payable immediately from the sources described in the Trust Agreement. The Trustee has no obligation or liability to the registered owners of the Certificates for the payment of interest, principal or prepayment premium, if any, with respect to the Certificates out of the Trustee's own funds; the Trustee's sole obligations are those described in the Trust Agreement. The recitals of 4185\6636000004\TRUST AGREEMENT A-6 facts herein shall be taken as statements of the District and the Corporation and the Trustee does not have any responsibility for the accuracy thereof. A-7 4185\6636000004\TRUST AGR~NT [FORM OF ASSIGNMENT] ASSIGNMENT For value received the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned Certificate and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the Certificate register of the Trustee with full power of substitution in the premises. Dated: Signature Guaranteed: Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within Certificate in every particular, without alteration or enlargement or any change whatsoever. Note: Signature(s) must be guaranteed by a co~ercial bank or trust company or a member of the New York Stock Exchange. 4185\6636000004\TRUST AGREEMENT A-8 EXHIBIT B $ TEMECULA COMMUNITY SERVICES DISTRICT CERTIFICATES OF PARTICIPATION (COMMUNITY RECREATION CENTER PROJECT) SERIES 1992 REQUISITION N0. FOR DISBURSRMRNT FROM CONSTRUCTTON FUND The undersigned hereby states and certifies: (i) that he is the duly appointed, qualified and acting of the Temecula Community Services District, a community services district organized and existing under the Constitution and laws of the State of California (the "District"), and as such, is familiar with the facts herein certified and is authorized to certify the same; (ii) that, pursuant to Section 3.03 of that certain Trust Agreement, dated as of October 1, 1992, by and among , as trustee (the "Trustee"), Temecula Public Facilities Financing Corporation and the District (the "Trust Agreement"), the undersigned hereby requests the Trustee to disburse this date the following amounts from the Construction Fund established under the Trust Agreement, to the payees designated on the attached Exhibit A; (iii) that each obligation mentioned herein has been incurred by the District and is a proper charge against the Construction Fund; and (iv) that there has not been filed with or served upon the District notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the payees named on the attached Exhibit A, which has not been released or will not be released simultaneously with tee payment of such obligation, other than materialmen's or mechanics' liens accruing by mere operation of law. Dated: , TEMECULA COMMUNITY SERVICES DISTRICT By [Title] 4185\6636000004\TRUST AGREEMENT B-1 EXHIBIT A CONSTRUCTION FUND DISBURSEMENTS Item Number Payee Name and Address Purpose of Obligation Amount $ 4185\6636000004\TRUST AGREEMENT B-2 Draft of 9/22/92 INSTALMNT PURCHASE AGREEMENT by and between TEMECULA COMMUNITY SERVICES DISTRICT and TEMECULA PUBLIC FACILITIES FINANCING CORPORATION Dated as of October 1, 1992 relating to CERTIFICATES OF PARTICIPATION (COMMUNITY RECREATION CENTER PROJECT) SERIES 1992 Section 1.01. Section 2.01. Section 2.02. Section 3.01. Section 3.02. Section 3.03. Section 4.01. Section 4.02. Section 5.01. Section 5.02. Section 5.03. Section 5.04. Section 5.05. TABLE OF CONTENTS Definitions ARTICLE I DEFINITIONS ARTICLE II REPRESENTATIONS AND WARRANTIES Representations by the District ....... Representations and Warranties by the Corporation ............. ARTICLE III CONSTRUCTION OF THE 1992 PROJECT Construction of the 1992 Project ....... Changes to the 1992 Project ......... Title .................... ARTICLE IV SERIES 1992 INSTALLMENT PAYMENTS Purchase Price ............... Series 1992 Installment Payments ....... Pa~e 2 7 7 9 9 9 10 10 ARTICLE V SECURITY Pledge of Revenues .............. 11 Allocation of Revenues ............ 11 Additional Contracts and Bonds ........ 12 Revenue Levels ............... 13 Investments ................. 13 i 4177\6636000004\INSTALLMENT PURC"M~,~E A~REM~ENT Section 6.01. Section 6.02. Section 6.03. Section 6.04. Section 6.05. Section 6.06. Section 6.07. Section 6.08. Section 6.09. Section 6.10. Section 6.11. Section 6.12. Section 6.13. ARTICLE VI COVENANTS OF THE DISTRICT Compliance with Installment Purchase Agreement and Ancillary Agreements .... 14 Against Encumbrances ............ 14 Against Sale or Other Disposition of Property .................. 15 Tax Covenants ................ 15 Prompt Construction ............. 15 Maintenance and Operation of the 1992 Project ................ 15 Payment of Claim ............. 16 16 Insurance .................. Accounting Records; Financial Statements and Other Reports ........ 17 and Rights of t e Protection of Security h Corporation .............. 17 Payment of Taxes ina compliance with Governmental Regulations .......... 17 Eminent Domain Proceeds ........... 18 Further Assurances ............. 18 Section 7.01. Section 7.02. ARTICLE VII PREPAYMENT OF SERIES 1992 INSTALLMENT PAYMENTS Prepayment .................. Method of Prepayment ............. 19 19 Section 8.01. Section 8.02. Section 8.03. Section 8.04. Section 8.05. ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF THE CORPORATION Events of Default and Acceleration of Maturities ............... 20 Application of Funds Upon Acceleration .... 21 Other Remedies of the Corporation ...... 21 Non-Waiver ................. 22 Remedies Not Exclusive ............ 22 ii 4177\6636000004\INSTALJ~MENT PURCHASE A~RE~NT ARTICLE IX DISCHARGE OF OBLIGATIONS Section 9.01. Discharge of Obligations ........... 23 Section 10.01. Section 10.02. Section 10.03. Section 10.04. Section 10.05. Section 10.06. Section 10.07. Section 10.08. Section 10.09. Section 10.10. Section 10.'11. Section 10.12. Section 10.13. Section 10.14. ARTICLE X MISCELLANEOUS Liability of District Limited to Revenues ...... enefit. of in t l men i rch,;e Agreement Limited to Parties ....... 25 Successor Is Deemed Included in all References to Predecessor ......... 25 Waiver of Personal Liability ........ 25 Article and Section Headings, Gender and References .............. 26 Partial Invalidity ............. 26 26 Assignment ............... Net Contract ................ 26 California Law ............... 26 Notices .................... 26 EffectiVe Date ............... 27 Execution in Counterparts .......... 27 Indemnification of Corporation ....... 27 Amendments Permitted ........... 27 Exhibit A -- The 1992 Project A-1 iii 4177\6636000004\INST]~T~T/~ENT PURCHASE/q43R~EMENT TNSTALLMRNT PURCHASR AGRREMENT This INSTALLMENT PURCHASE AGREEMENT, made and entered into as of October 1, 1992, by and between TEMECULA COMMUNITY SERVICES DISTRICT, a c~,=,,unity services district duly organized and existing under and by virtue of the laws of the State of California (the "District"), and TEMECIF. a~ PUBLIC FACILITIES FINANCING CORPORATION, a nonprofit public benefit corporation duly organized and existing under and by virtue of the laws of the State of California (the "Corporation"). WITNESSETH: WHEREAS, the District has undertaken the construction of a community recreation center within the District, more particularly described in Exhibit A attached hereto (the "1992 Project"); WHEREAS, the Corporation has agreed to assist the District by financing the construction of the 1992 Project for the District; WHEREAS, the District is authorized by Division 3 of Title 6 of the Government Code of the State of California (the "Law"), including but not limited to Section 61623, to construct a community recreation center; WHEREAS, the District has determined that the purchase of the 1992 Project by the District is necessary and proper for District uses and purposes under the terms of the Law; WHEREAS, the Corporation proposes to sell the 1992 Project to the District and the District desires to purchase the 1992 Project from the Corporation upon the terms and conditions set forth herein; WHEREAS, the District and the Corporation have duly authorized the execution of this Agreement; WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of this Installment Purchase Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Installment Purchase Agreement; NOW, THEREFORE, IN CONSIDERATION OF THESE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: ARTICLE I DEFINITIONS Section 1.01. nef4n~t~ons. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of any report or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. All capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Trust Agreement. Accountant's Report The term "Accountant's Report" means a report signed by an Independent Certified Public Accountant. Bonds The term "Bonds" means all revenue bonds or notes of the District authorized, executed, issued and delivered by the District, the payments of which are on a parity with the Series 1992 Installment Payments and which are secured by a pledge of and lien on the Revenues. Contracts The term "Contracts" means this Installment Purchase Agreement and any amendments and supplements hereto, and all contracts of the District authorized and executed by the District, the Installment Payments under which are on a parity with the Series 1992 Installment Payments and which are secured by a pledge and lien on the Revenues. Corporation The term "Corporation" means Temecula Public Facilities Financing Corporation, a nonprofit public benefit corporation duly organized and existing under and by virtue of the laws of the State. Date of Operation The term "Date of Operation" means, with respect to any uncompleted Project, the estimated date by which such Project will have been completed and, in the opinion of an engineer, will be ready for use and occupancy by or on behalf of the District. 2 4177\6636000004\INSTALLMENT PURCHASE AGREEMENT Debt Service Of: The term "Debt Service" means, for any Fiscal Year, the sum (1) the interest accruing during such Fiscal Year on all outstanding Bonds, assuming that all outstanding serial Bonds are retired as scheduled and that all outstanding term Bonds are prepaid or paid from sinking fund payments as scheduled (except to the extent that such interest is to be paid from the proceeds of sale of any Bonds); (2) that portion of the principal amount of all outstanding serial Bonds maturing in such Fiscal Year or maturing in the next succeeding Fiscal Year accruing during such Fiscal Year, in each case computed as if such principal amounts were deemed to accrue daily during such Fiscal Year in equal amounts; (3) that portion of the principal amount of all outstanding term Bonds required to be prepaid or paid in such Fiscal Year or during the next succeeding Fiscal Year, in each case computed as if such principal amounts were deemed to accrue daily during such Fiscal Year in equal amounts; and (4) that portion of the Installment Payments required to be made during such Fiscal Year or during the next succeeding Fiscal Year, in each case computed as if such Installment Payments were deemed to accrue daily during such Fiscal Year in equal amounts; provided that, as to any such Bonds or Installment Payments bearing or comprising interest at other than a fixed rate, the rate of interest used to calculate Debt Service shall be 110% of the greater of (a) the daily average interest rate on such Bonds or Installment Payments during the twelve calendar months preceding the date of calculation (or the portion of the then current Fiscal Year that such Bonds or the principal amount of such Installment Payments have borne interest) or (b) the most recent effective interest rate on such Bonds or Installment Payments prior to the date of calculation; and provided further that if any series or issue of such Bonds or Installment Payments have 25% or more of the aggregate principal amount of such series or issue due in any one year, Debt Service shall be determined for the Fiscal Year of determination as if the principal of and interest on such series or issue of such Bonds or Installment Payments were being paid from the date of incurrence thereof in 3 4177\6636000004\INST~LTa~ENT PURCHASE AGREEMENT substantially equal annual amounts over a period of 25 years from the date of calculation; and proviaed further that, as to any such Bonds or Installment Payments or portions thereof bearing no interest but which are sold at a discount and which discount accretes with respect to such Bonds or Installment Payments or portions thereof, such accreted discount shall be treated as interest in the calculation of Debt Service; and provided further that the amount on deposit in a debt service reserve fund on any date of calculation of Debt Service shall be deducted from the amount of principal due at the final maturity of the Bonds and Contracts for which such debt service reserve fund was established and in each preceding year until such amount is exhausted. District The term "District" means Temecula Community Services District, a co~Lu~unity services district duly organized and existing under and by virtue of the laws of the State. Event of Default The term "Event of Default" means an event described in Section 8.01. Fiscal Year The term "Fiscal Year" means the period beginning.on July 1 of each year and ending on the last day of June of the next succeeding year, or any other twelve-month period selected and designated as the official Fiscal Year of the District. Independent Certified Public Accountant The term "Independent Certified Public Accountant" means any firm of certified public accountants appointed by the District, and each of whom is independent pursuant to the Statement on Auditing Standards No. 1 of the American Institute of Certified Public Accountants. Independent Financial Consultant The term "Independent Financial Consultant" means a financial consultant or firm of such consultants appointed by the District, and who, or each of whom: (1) is in fact independent and not under domination of the District; 4 4177\6636000004\INSTALLMENT PURCHASE AGREEMENT (2) does not have any substantial interest, direct or indirect, with the District; and (3) is not connected with the District as an officer or employee of the District, but who may be regularly retained to make reports to the District. Installment Payment Date: Series ~99~ ?nstal!ment Payment Date The term "Installment Payment Date" means any date on which Installment Payments are scheduled to be paid by the District under and pursuant to any Contract. The term "Series 1992 Installment Payment Date" means March 26 and September 25 of each year commencing on March 26, 1993. Installment Payments: Series 1992 Installment Payments The term "Installment Payments" means the payments of interest and principal scheduled to be paid by the District pursuant to the Contracts, whether in the form of lease payments, purchase payments or similar payments. The term "Series 1992 Installment Payments" means the Installment Payments scheduled to be paid by the District pursuant hereto. Installment Purchase Agreement The term "Installment Purchase Agreement" means this Installment Purchase Agreement, by and between the District and the Corporation, dated as of October 1, 1992, as originally executed and as it may from time to time be amended or supplemented in accordance herewith. Law The term "Law" means the Community Services District Law (being Division 3 of Title 6 of the Government Code of the State of California) and all laws amendatory thereof or supplemental thereto. Manager The term "Manager" means the General Manager of the District, or any other person designated by the General Manager to act on behalf of the General Manager. Net Proceeds The term "Net Proceeds" means, when used with respect to any casualty insurance or condemnation award, the proceeds from such insurance or condemnation award remaining after payment of all 5 4177\6636000004\INSTALLMENT PURC~E ]~REEi~ expenses (including attorneys' fees) incurred in the collection of such proceeds. Project: ~992 Project The term "Project" means any additions, betterments, extensions or improvements to the District's facilities designatedby the Board of Directors of the District as a Project, the acquisition and construction of which is to be paid for by the proceeds of any Contracts or Bonds. The term "1992 Project' means the construction of the comnunity recreation center described in Exhibit A hereto and as modified in conformance with Section 3.02. Purchase Price The term "Purchase Price' means the principal amount plus interest thereon owed by the District to the Corporation under the terms hereof as provided in Section 4.01. Revenue ~,nd The term "Revenue Fund" means the fund by that name established pursuant to Section 5.02. Revenues The term "Revenues' means all assessments, income, rents, rates, fees, charges and other moneys derived by the District from its Citywide levy and collection. Series 1992 Reserve Fund Requirement The term "Series 1992 Reserve Fund Requirement" means an amount equal to the lesser of (i) 10% of the proceeds of the Certificates delivered under the Trust Agreement, or (ii) maximum Series 1992 Installment Payments due in the then current or any future Fiscal Years. Trust AGreement The term "Trust Agreement' means the Trust Agreement, dated as of October 1, 1992, by and among the District, the Corporation and the Trustee, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. Trustee The term "Trustee" means , Los Angeles, California, acting in its capacity as Trustee under and pursuant to the Trust Agreement, and its successors and assigns. 6 4177\6636000004\INSTALLMENT PURCFa~SE AGREEMENT 7 4177\6636000004\INSTALLMENT PURCHASE/~3PaEMENT ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.01. Representations by the District. District makes the following representations: The (a) The District is a co:~m~unity services district duly organized and existing under and pursuant to the laws of the State. (b) The District has full legal right, power and authority to enter into this Agreement and carry out its obligations hereunder, to carry out and consmmLate all other transactions contemplated by this Agreement, and the District has complied with the provisions of the Law in all matters relating to such transactions. (c) By proper action, the District has duly authorized the execution, delivery and due performance of this Agreement. (d) The District will not take or, to the extent within its power, permit any action to be taken which results in the interest paid for the installment purchase of the 1992 Project under the terms of the Installment Purchase Agreement being included in the gross income of the Corporation or its assigns for purposes of federal or State personal income taxation. (e) The District has determined that it is .necessary and proper for District uses and purposes within the terms of the Law that the District acquire the 1992 Project in the manner provided for in this Agreement, in order to provide essential services and facilities to persons residing in the District. Section 2.02. Representations and Warranties by the CoDoration. The Corporation makes the following representations and warranties: (a) The Corporation is a nonprofit public benefit corporation duly organized and in good standing under the laws of the State of California, has full legal right, power and authority to enter into this Agreement and to carry out and consm:u~-~te all transactions contemplated by this Agreement and by proper action has duly authorized the execution and delivery and due performance of this Agreement. 8 4177\6636000004\INSTA/J/~ENT PURCHASE AGRES:MENT (b) The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not violate any provision of law, any order of any court or other agency of government, or any indenture, material agreement or other instrument to which the Corporation is now a party or by which it or any of its properties or assets is bound, or be in conflict with, result in a breach of or constitute a default (with due notice or the passage of time or both) under any such indenture, agreement or other instrument, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Corporation. (c) The Corporation will not take or permit any action to be taken which results in interest paid for the installment purchase of the 1992 Project under the terms of this Agreement being included in the gross income of the Corporation or its assigns for purposes of federal or State personal income taxation. 9 4177\6636000004\INSTALLMENT PURCHASE AGREEMENT ARTICLE III CONSTRUCTION OF THE 1992 PROJECT Section 3.01. Construction of the 199~ Project. The Corporation hereby agrees to cause the 1992 Project to be constructed by the District as its agent. The District shall enter into contracts and provide for, as agent for the Corporation, the complete construction of the 1992 Project. The District hereby agrees that it will cause the construction of the 1992 Project to be diligently performed after the deposit of funds with the Trustee pursuant to Section 3.03 of the Trust Agreement, and that it will use its best efforts to cause the construction of the 1992 Project to be completed by October 1, 1995, unforeseeable delays beyond the reasonable control of the District only excepted. It is hereby expressly understood and agreed that the Corporation shall be under no liability of any kind or character whatsoever for the payment of any cost of the 1992 Project and that all such costs and expenses shall be paid by the District, regardless of whether the funds deposited in the Construction Fund are sufficient to cover all such costs and expenses. Section 3.02. Changes to the 1992 Project. The District may substitute other improvements for those listed as components of the 1992 Project in Exhibit A hereto, but only if the District first files with the Corporation and the Trustee a statement of the District: (a) identifying the improvements to be substituted and the improvements to District facilities they replace in the 1992 Project; and (b) stating that the estimated costs of construction, acquisition and installation of the substituted improvements are not less than such costs for the improvements previously planned. Section 3.03. Title. All right, title and interest in each component of the 1992 Project shall vest in the District immediately upon construction thereof. Such vesting shall occur without further action by the Corporation or the District and the Corporation shall, if requested by the District or if necessary to assure such automatic vesting, deliver any and all documents required to assure such vesting. The District grants to the Corporation, to the extent necessary, easements and rights of ingress and egress to and from the 1992 Project on the land upon which the 1992 Project is being constructed, and the District will delivery any and all documents in recordable form to effectuate the same when requested by the Corporation to do so. 10 4177\6636000004\INSTALLMENT P~IRC}{ASE~GREEi~NT ARTICLE IV SERIES 1992 INSTALLMENT PAYMENTS Section 4.01. Purchase Price. (a) The Purchase Price to be paid by the District hereunder to the Corporation is the sum of the principal amount of the District's obligations hereunder plus the interest to accrue on the unpaid balance of such principal amount from the effective date hereof over the term hereof, subject to prepayment as provided in Article VII. (b) The principal amount of the payments to be made by the District hereunder is set forth in Exhibit B hereto. (c) The interest to accrue on the unpaid balance of such principal amount is as specified in Section 4.02 and Exhibit B hereto, and shall be paid by the District as and constitute interest paid on the principal amount of the District's obligations hereunder. Section 4.02. Series 1992 Installment Payments. The District shall, subject to its rights of prepayment provided in Article VII, pay the Corporation the Purchase Price in installment' payments of'interest and principal in the amounts and on the Series 1992 Installment Payment Dates as set forth in Exhibit B hereto. Each Series 1992 Installment Payment shall be paid to the Corporation in lawful money of the United States of America. In the event the District fails to make any of the payments required to be made by it under this Section, such payment shall continue as an obligation of the District until such amount shall have been fully paid and the District agrees to pay the same with interest accruing thereon at the rate or rates of interest then applicable to the remaining unpaid principal balance of the Series 1992 Installment Payments if paid in accordance with their terms. The obligation of the District to make the Series 1992 Installment Payments is absolute and unconditional, and until such time as the Purchase Price shall have been paid in full (or provision for the payment thereof shall have been made pursuant to Article IX), the District will not discontinue or suspend any Series 1992 Installment Payments required to be made by it under this Section when due, whether or not the 1992 Project or any part thereof is operating or operable or has been completed, or its use is suspended, interfered with, reduced or curtailed or terminated in whole or in part, and such payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party of any agreement for any cause whatsoever. 11 4177\6636000004\INSTALLMENT PURCI{ASB AGReEMeNT ARTICLE V SECURITY Section 5.01. Pledge of Revem,e.. All Revenues and all amounts on deposit in the Revenue Fund are hereby irrevocably pledged to the payment of the Series 1992 Installment Payments as provided herein and the Revenues shall not be used for any other purpose while any of the Series 1992 Installment Payments remain unpaid; provided =hat out of the Revenues =here may be apportioned such sums for such purposes as are expressly permitted herein. This pledge shall constitute a first and exclusive lien on Revenues and, subject to application of amounts on deposit therein as permitted herein, the Revenue Fund and the other funds and accounts created hereunder for the payment of the Series 1992 Installment Payments and all other Contracts and Bonds in accordance with the terms hereof and of the Trust Agreement. Section 5.02. ~l.location of Reven,,es. In order to carry out and effectuate the pledge and lien contained herein, the District agrees and covenants that all Revenues shall be received by the District in trust hereunder and shall be deposited when and as received in a special fund designated as the "Revenue Fund", which fund is hereby established and which fund the District agrees and covenants to maintain and to hold separate and apart from other funds so long as any Installment Payments or Bonds remain unpaid. Moneys in the Revenue Fund shall be used and applied by the District as provided in this Installment Purchase Agreement. All moneys in the Revenue Fund shall be set aside by the District at the following times in the following respective special funds in the following order of priority and all moneys in each of such funds shall be held in trust and shall be applied, used and withdrawn only for the purposes hereinafter authorized in this Section: (a) Certificate Payment Fund. On or before each Series 1992 Installment Payment Date, the District shall, from the moneys in the Revenue Fund, transfer to the Trustee for deposit in the Certificate Payment Fund a sum equal to the portion of the next succeeding Series 1992 Installment Payment designated as interest and coming due on the next succeeding Series 1992 Installment Payment Date and the portion of the next succeeding Series 1992 Installment Payment designated as principal and coming due on the next applicable Series 1992 Installment Payment Date. The District shall also, from the moneys in the Revenue Fund, transfer to the Trustee or other fiduciary for deposit in the applicable payment fund, without preference or priority, 12 4177\6636000004\INSTALLMENT PURCHASB AGREEMENT and in the event of any insufficiency of such moneys ratably without any discrimination or preference, any other Debt Service in accordance with the provisions of the Contract, resolution or indenture relating thereto. No deposit need be made in the Certificate Payment Fund as Series 1992 Installment Payments if the amount in the Certificate Payment Fund is at least equal to the amount of the Series 1992 Installment Payment due and payable on the next succeeding Series 1992 Installment Payment Date. All money in the Certificate Payment Fund shall be used and withdrawn by the Trustee in accordance with the Trust Agreement. (b) Reserve Fund. On or before each Series 1992 Installment Payment Date, the District shall, from the remaining moneys in the Revenue Fund, thereafter, without preference or priority, and in the event of any insufficiency of such moneys ratably without any discrimination or preference, transfer to the Trustee for deposit in the Reserve Fund, that sum, if any, equal to one-twelfth (1/12) o[ the amount, calculated on the date of any transfer described above, necessary to restore the Reserve Fund to an amount equal to the Series 1992 Reserve Fund Requirement or such other reserve fund or account for Bonds or Contracts to an amount equal to the amount required to be maintained therein; provided however, that the District may provide for the Reserve Fund by (i) a policy of insurance issued by a municipal bond insurance company, (ii) a letter of credit, (iii) a surety bond, or (iv) any other security device, in each case with ratings approved by Moody's Investors Service and Standard & Poor's Corporation. No transfer of moneys for deposit to the Reserve Fund in connection with the Series 1992 Installment Payments need be made if the amount contained therein is at least equal to the Series 1992 Reserve Fund Requirement. (c) Surplus. On each Series 1992 Installment Payment Date, moneys on deposit in the Revenue Fund not necessary to make any of the payments required above may be expended by the District at any time for any purpose permitted by law. Section 5.03. Additional Contracts and Bonds. The District may at any time execute any Contract or issue any Bonds, as the case may be, in accordance herewith; provided: (1) The Revenues for the most recent audited Fiscal Year preceding the date of adoption by the Board of Directors of the District of the resolution authorizing the 13 4177\6636000004\INSTALLMENT PURC}XASX A~R~M~NT issuance of such Bonds or the date of the execution of such Contract, as the case may be, as evidenced by both a calculation prepared by the District and a special report prepared by an Independent Certified Public Accountant or Independent Financial Consultant on such calculation on file with the District, shall have produced a sum equal to at least 125% of the Debt Service for such Fiscal Year; and (2) The Revenues for the most recent audited Fiscal Year preceding the date of the execution of such Contract or the date of adoptionby the Board of Directors of the District of the resolution authorizing the issuance of such Bonds, as the case may be, including adjus~nents to give effect as of the first day of such Fiscal Year to increases or decreases in fees, rates and charges of the District approved and in effect as of the date of calculation, as evidenced by both a calculation preparedby the District and a special report prepared by an Independent Certified Public Accountant or Independent Financial Consultant on such calculation on file with the District, shall have produced a sum equal to at least 125% of the Debt Service for such Fiscal Year plus the Debt Service which would have accrued had such Contract been executed or Bonds been issued at the beginning of such Fiscal Year. Section 5.04. Revenue Levels. The District covenants and agrees to adopt all ordinances and resolutions necessary in each year in order to ensure, to the extent possible, that Revenues to be collected in the ensuing Fiscal Year will be equal to no less than 125% of the Debt Service for such Fiscal Year. Section 5.05. Investments. All moneys held by the District in the Revenue Fund shall be invested in Permitted Investments and the investment earnings thereon shall remain on deposit in such fund, except as otherwise provided herein. 14 4177\6636000004\INSTALLMENT PURCHASE AGRBEM~NT ~TICLE VI COVENANTS OF THE DISTRICT Section 6.01. Compliance with Installment Purchase Agreement and ~nc~l]~ry Agreements. The District will punctually pay the Series 1992 Installment Payments in strict conformity with the terms hereof, and will faithfully observe and perform all the agreements, conditions, covenants and terms contained herein required to be observed and performed by it, and will not terminate the Installment Purchase Agreement for any cause including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the 1992 Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either or any failure of the Corporation to observe or perform any agreement, condition, covenant or term contained herein required to be observed and performed by it, whether express or implied, or any duty, liability or obligation arising out of or connected herewith or the insolvency, or deemed insolvency, or bankruptcy or liquidation of the Corporation or any force majeure, including acts of God, tempest, storm, earthquake, war, rebellion, riot, civil disorder, acts of public enemies, blockade or embargo, strikes, industrial disputes, lock outs, lack of transportation facilities, fire, explosion, or acts or regulations of governmental authorities. The District will faithfully observe and perform all the agreements, conditions, covenants and terms contained in the Trust Agreement required to be observed and performed by it, and it is expressly understood and agreed by and among the parties to the Installment Purchase Agreement and the Trust Agreement that, subject to Section 10.06 hereunder, each of the agreements, conditions, covenants and terms contained in each such agreement is an essential and material term of the purchase of and payment for the 1992 Project by the District pursuant to, and in accordance with, and as authorized under the Law. The District will faithfully observe and perform all the agreements, conditions, covenants and terms required to be observed and performed by it pursuant to all outstanding Contracts and Bonds as such may from time to time be executed or issued, as the case may be. Section 6.02. Auainst Encumbrances. The District will not make any pledge of or place any lien on Revenues or the moneys in the Revenue Fund except as provided herein. The District may at any time, or from time to time, issue evidences of indebtedness or incur other obligations for any lawful purpose which are payable from and secured by a pledge of and lien on Revenues or 15 4177\6636000004\INSTALLMENT PURCHASE AGREBMENT any moneys in the Revenue Fund as may from time to time be deposited therein (as provided in Section 5.02), provided that such pledge and lien shall be subordinate in all respects to the pledge of and lien thereon provided herein. Section 6.03. Against Sale or 0=her D~pom~t~on of Property. The District will not enter into any agreement or lease which impairs the receipt of adequate Revenues for the payment of the Series 1992 Installment Payments, or which would otherwise impair the rights of the Corporation hereunder. Section 6.04. Tax Covenants. The District hereby covenants that, notwithstanding any other provision of this Installment Purchase Agreement, it will make no use of the proceeds of the Certificates or of any other amounts, regardless of the source, or of any property or take any action, or refrain from taking any action, that would cause the Certificates to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"). The District will not use or permit the use of the 1992 Project or any portion thereof by any person other than a governmental unit as such term is used in Section 141 of the Code, in such manner or to such extent as would result in the loss of exclusion from gross income for federal income tax purposes of the portion of the Series 1992 Installment Payments constituting interest under Section 103 of the Code. The District will not make any use of the proceeds of the Certificates or any other funds of the District, or take or omit to take any other action, that would cause the obligation provided herein to be "federally guaranteed" within the meaning of Section 149(b) of the Code or "private activity bonds" within the meaning of Section 141 of the Code. To that end, so long as any Series 1992 Installment Payments are unpaid, the District, with respect to such proceeds and such other funds, will comply with all requirements of such Sections and all regulations of the United States Department of the Treasury issued thereunder and under Section 103 of ~he Internal Revenue Code of 1954, as amended, to the extent such requirements are, at the time, applicable and in effect. Section 6.05. Prompt Construction. The District will take all necessary and appropriate steps to construct the 1992 Project, as agent of the Corporation, with all practicable dispatch and in an expeditious manner and in conformity with law so as to complete the same as soon as possible. Section 6.06. Maintenance and Operation of the 1992 Project. The District will maintain and preserve the 1992 Project in good repair and working order at all times. 16 4177\6636000004\INST~T.T3~ENT PURCHASM AGP~EMENT Section 6.07. Payment of Claims. The District will pay and discharge any and all lawful claim for labor, materials or supplies which, if unpaid, might become a lien on the Revenues or the funds or accounts created hereunder or under the Trust Agreement or on any funds in the hands of the District pledged to pay the Series 1992 Installment Payments or to the Owners prior or superior to the lien of the Series 1992 Installment Payments or which might impair the security of the Series 1992 Installment Payments. Section 6.08. Insurance. (a) The District will procure and maintain or cause to be procured and maintained insurance on the 1992 Project with responsible insurers in such amounts and against such risks (including accident to or destruction of the 1992 Project) as are usually covered in connection with facilities similar to the 1992 Project so long as such insurance is available from reputable insurance companies. In the event of any damage to or destruction of the 1992 Project caused by the perils covered by such insurance, the Net Proceeds thereof shall be applied to the reconstruction, repair or replacement of the damaged or destroyed portion of the 1992 Project. The District shall begin such reconstruction, repair or replacement promptly after such damage or destruction shall occur, and shall continue and properly complete such reconstruction, repair or replacement as expeditiously as possible, and shall pay out of such Net Proceeds all costs and expenses in connection with such reconstruction, repair or replacement so that the same shall be completed and the 1992 Project shall be free and clear of all claims and liens. If such Net Proceeds exceed the costs of such reconstruction, repair or replacement, then the excess Net Proceeds'shall be applied to the prepayment of Series 1992 Installment Payments as provided in Article VII. If such Net Proceeds are sufficient to enable the District to retire the entire obligation evidenced hereby prior to the final due date of the Series 1992 Installment Payments, the District may elect not to reconstruct, repair or replace the damaged or destroyed portion of the 1992 Project, and thereupon such Net Proceeds shall be applied to the prepayment of Series 1992 Installment Payments as provided in Article VII. (b) The District will procure and maintain such other insurance which it shall deem advisable or necessary to protect its interests and the interests of the Corporation, which insurance shall afford protection in such amounts and against such risks as are usually covered in connection with facilities similar to the 1992 Project. 17 4177\6636000004\INSTALLMENT PURCHASE AGREEMENT (c) Any insurance required to be maintainedbyparagraPh (a) above and, if the District determines to procure and maintain insurance pursuant to paragraph (b) above, such insurance, may be maintained under a self-insurance program so long as such self-insurance is maintained in the amounts and manner usually maintained. in connection with facilities similar to the 1992 Project and is, in the opinion of an accredited actuary, actuarially sound. All policies of insurance required to be maintained herein shall provide that the District shall be given 30 days' written notice to the Trustee of any intended cancellation thereof or reduction of coverage provided thereby. Section 6.09. Other Reports. Acco,~nt~ ng RecorHs: Financ~ a] ~tatement~ and (a) The District will keep appropriate accounting records in which complete and correct entries shall be made of all transactions relating to the 1992 Project, which records shall be available for inspection by the Corporation and the Trustee at reasonable hours and under reasonable conditions. (b) The District will prepare and file with the Corporation annually within 120 days after the close of each Fiscal Year (commencing with the Fiscal Year ending June 30, 1993) -- (1) financial statements of the District for the preceding Fiscal Year prepared in accordance with generally accepted accounting principles, together with an Accountant's Report thereon; and (2) a report as to all insurance policies maintained and self-insurance programs maintained by the District with respect to the 1992 Project, as of the close of such Fiscal Year, including the names of the insurers which have issued the policies and the amounts thereof and the property or risks covered thereby. Section 6.10. Protection of Security and Rights of the Corporation. The District will preserve and protect the security hereof and the rights of the Corporation to the Series 1992 Installment Payments hereunder and will warrant and defend such rights against all claims and demands of all persons. Section 6.11. Payment of Taxes and Compliance with Governmental Regulations. The District will pay and discharge all taxes, assessments and other governmental charges which may hereafter be lawfully imposed upon the 1992 Project, or any part thereof or upon the Revenues when the same shall become due. The District will duly observe and conform with all valid regulations 18 4177\6636000004\INSTALLMENT PURCMASB AGREEMENT and requirements of any governmental authority relative to the operation of the 1992 Project, or any part thereof, but the District shall not be required to comply with any regulations or requirements so long as the validity or application thereof shall be contested in good faith. Section 6.12. Rm~nent Domain Proceeds. If all or any part of the 1992 Project shall be taken by eminent domain proceedings, the Net Proceeds thereof shall be applied as follows: (a) To the repair, reconstruction or replacement of the 1992 Project in whole or in part at the discretion of the District, or (b) To the prepayment of Series 1992 Installment Payments as provided in Article VII. Section 6.13. Further Assurances. The District will adopt, deliver, execute and make any and all further assurances, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the performance hereof and for the better assuring and confirming unto the Corporation of the rights and benefits provided to it herein. 19 4177\6636000004\INSTALLMENT PURCHASB AGRMEMENT ARTICLE VII PREPAYMENT OF SERIES 1992 INSTALLMENT PAYMENTS Section 7.01. Prepa3nnent. (a) The District may or shall, as the case may be, prepay from the Net Proceeds as provided herein the Series 1992 Installment Payments in whole or in part in the order of payment date as directed by the District at a prepayment price equal to the sum of the principal amount prepaid plus accrued interest thereon to the date of prepayment. (b) The District may prepay the Series 1992 Installment Payments as a whole or in part in the order of payment date as directedby the District on and after October 1, , at a prepayment price (expressed as a percentage of the principal amount of the Certificates to be prepaid) plus accrued interest thereon to the date of prepayment, as set forth below: Prepayment Period Prep~vment Price Notwithstanding any such prepayment, the District shall not be relieved of its obligations hereunder, including its obligations under Article IV, until the Purchase Price shall have been fully paid (or provision for payment thereof shall have been provided to the written satisfaction of the CorporatiOn). Section 7.02. Method of Prepayment. Before making any prepayment pursuant to Section 7.01, the District shall, within 30 days following the event permitting the exercise of such right to prepay or creating such obligation to prepay, give written notice to the Corporation and the Trustee describing such event and specifying the date on which the prepayment will be paid, which date shall be not less than 75 days from the date such notice is given. 20 4177\6636000004\INSTALLMENT PURCHASE AGReemeNT ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF THE CORPORATION Section 8.01. ~vents of Default and Acceleration of Maturities. If one or more of the following Events of Default shall happen, that is to say -- (1) if default shall be made by the District in the due and punctual payment of any Series 1992 Installment Payment or any Contract or Bond when and as the same shall become due and payable; (2) if default shall be made by the District in the performance of any of the agreements or covenants required herein to be performed by it, and such default shall have continued for a period of 60 days after the District shall have been given notice in writing of such default by the Corporation; or (3) if the District shall file a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if a court of competent jurisdiction shall approve a petition filed with or without the consent of the District seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if under the provisions of any other law for the relief or aid of debtors any court of competent jurisdiction shall assume custody or control of the District or of the whole or any substantial part of its property; or (4) if payment of the principal of any Contract or Bond is accelerated in accordance with its terms; then and in each and every such case during the continuance of such Event of Default specified in clauses (3) and (4) above, the Corporation shall, and for any other such Event of Default the Corporation may, by notice in writing to the District, declare the entire principal amount of the unpaid Series 1992 Installment Payments and the accrued interest thereon to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything contained herein to the contrary notwithstanding. This Section, however, is subject to the condition that if at any time after the entire principal amount of the unpaid Series 1992 Installment Payments and the accrued interest thereon shall have been so declared due and payable and before any judgment or decree for the payment of the moneys due shall have been obtained or entered the District shall deposit with the Corporation a sum sufficient to pay the unpaid 21 4177\6636000004\INSTALLMENT PURCHASE AGi~EKMXNT principal amount of the Series 1992 Installment Payments or the unpaid payment of any other Contract or Bond referred to in clause (1) above due prior to such declaration and the accrued interest thereon, with interest on such overdue installments, at the rate or rates applicable to the remaining unpaid principal balance of the Series 1992 Installment Payments or such Contract or Bond if paid in accordance with their terms, and the reasonable expenses of the Corporation, and any and all other defaults known to the Corporation (other than in the payment of the entire principal amount of the unpaid Series 1992 Installment Payments and the accrued interest thereon due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Corporation or provision deemed by the Corporation to be adequate shall have been made therefor, then and in every such case the Corporation, by written notice to the District, may rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon. Section 8.02. Application of ~n~s Upon Acceleration. Upon the date of the declaration of acceleration as provided in Section 8.01, all Revenues thereafter received by the District shall be applied in the following order -- First, to the payment, without preference or priority, and in the event of any insufficiency of such Revenues ratably without any discrimination or preference, of the fees, costs and expenses of the Corporation and Trustee if any, in carrying out the provisions of this Article, including reasonable compensation to their respective accountants and counsel; and Second, to the payment of the entire principal amount of the unpaid Series 1992 Installment Payments and the unpaid principal amount of all Bonds and Contracts and the accrued interest thereon, with interest on the overdue installments at the rate or rates of interest applicable to the Series 1992 Installment Payments and such Bonds and Contracts if paid in accordance with their respective terms. Section 8.03. Other Remedies of the Corporation. Corporation shall have the right -- The (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the District or any director, officer or employee thereof, and to compel the District or any such director, officer or employee to perform and carry out its or his duties under the Law and the agreements and covenants required to be performed by it or him contained herein; 22 4177\6636000004\INST~.T~ENT PURCHASE AGREEMBNT (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Corporation; or (c) by suit in equity upon the happening of an Event of Default to require the District and its directors, officers and employees to account as the trustee of an express trust. Notwithstanding anything contained herein, the Corporation shall have no security interest in or mortgage on the 1992 Project or the 1992 Project and no default hereunder shall result in the loss of the 1992 Project or the 1992 Project. Section 8.04. Non-Waiver. Nothing in this Article or in any other provision hereof shall affect or impair the obligation of the District, which is absolute and unconditional, to pay the Series 1992 Installment Payments to the Corporation at the respective due dates or upon prepayment from the Revenues, the Revenue Fund and the other funds herein pledged for such payment, or shall affect or impair the right of the Corporation, which is also absolute and unconditional, to institute suit to enforce such payment by virtue of the contract embodied herein. A waiver of any default or breach of duty or contract by the Corporation'shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Corporation to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Corporation by the Law or by this Article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Corporation. If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned or determined adversely to the Corporation, the District and the Corporation shall be restored to their former positions, rights and remedies as ~f such action, proceeding or suit had not been brought or taken. Section 8.05. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Corporation is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by the Law or any other law. 23 4177\6636000004\INSTALLMENT PURC1{ASE AGREEMENT ARTICLE IX DISCHARGE OF OBLIGATIONS Section 9.01. D~ scharge of Obl igat~ ons. When (a) all or any portion of the Series 1992 Installment Payments shall have become due and payable in accordance herewith or a written notice of the District to prepay all or any portion of the Series 1992 Installment Payments shall have been filed with the Trustee; and (b) there shall have been deposited with the Trustee at or prior to the Series 1992 Installment Payment Dates or date (or dates) specified for prepayment, in trust for the benefit of the Corporation or its assigns and irrevocably appropriated and set aside to the payment of all or any portion of the Series 1992 Installment Payments, sufficient moneys and non-callable Federal Securities the principal of and interest on which when due will provide money sufficient to pay all principal, prepayment premium, if any, and interest of such Series 1992 Installment Payments to their respective Series 1992 Installment Payment Dates or prepayment date or dates as the case may be; and (c) provision shall have been made for paying all fees and expenses of the Trustee, then and in that event, if an opinion of bond counsel acceptable to the Trustee is filed with the Trustee to the effect that the actions authorized by and taken pursuant to this Article IX shall not adversely affect the .tax exempt status of the interest portion of the Series 1992 Installment Payments, the right, title and interest of the Corporation herein and the obligations of the District hereunder shall, with respect to all or such portion of the Series 1992 Installment Payments as have been so provided for, thereupon cease, terminate, become void and be completely discharged and satisfied (except for the right of the Trustee and the obligation of the District to have such moneys and such Federal Securities applied to the payment of such Series 1992 Installment Payments). In such event, upon request of the District the Trustee shall cause an accounting for such period or periods as may be requested by the District to be prepared and filed with the District and shall execute and deliver to the District all such instruments as may be necessary or desirable to evidence such total or partial discharge and satisfaction, as the case may be, and, in the event of a total discharge and satisfaction, the Trustee shall pay over to the District, after payment of all amounts due the Trustee pursuant to the Trust Agreement, as an overpayment of Series 1992 Installment Payments, all such moneys or such Permitted Investments held by it pursuant hereto other than such moneys and such Federal Securities, as are required for the payment or prepayment of the Series 1992 Installment Payments, which moneys 24 4177\6636000004\INSTALLMENT PURCHASE AGREEMENT and Federal Securities shall con=inue to be held by the Trustee in trust for the payment of the Series 1992 Installment Payments and shall be applied by the Trustee to the payment of the Series 1992 Installment Payments of the District. 25 4177\6636000004\INST~x.T~NT PURCHASE AGREEMENT ARTICLE X MISCELLANEOUS Section 10.01. !.~ahil~ty of D~.trict L~mited to Revenues. Notwithstanding anything contained herein, the District shall not be required to advance any moneys derived from any source of income other than the Revenues, the Revenue Fund and the other funds provided herein and in the Trust Agreement for the payment of the Series 1992 Installment Payments or for the performance of any agreements or covenants required to be performed by it contained herein. The District may, however, advance moneys for any such purpose so long as such moneys are derived from a source legally available for such purpose and may be legally used by the District for such purpose. The obligation of the District tomake the Series 1992 Installment Payments is a special obligation of the District payable solely from such Revenues, Revenue Fund and other funds described herein, and does not constitute a debt of the District or of the State of California or of any political subdivision thereof within the meaning of any constitutional or statutory debt limitation or restriction. Section 10.02. Benefits of Installment Purchase Agreement Limited to Parties. Nothing contained herein,' expressed or implied, is intended to give to any person other than the District or the Corporation any right, remedy or claim under or pursuant hereto, and any agreement or covenant required herein to be performed by or 'on behalf of the District or the Corporation shall be for the sole and exclusive benefit of the other party. Section 10.03. Successor Is Deemed Included in all References to Predecessor. Whenever either the District or the Corporation is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the District or the Corporation, and all agreements and covenants required hereby to be performed by or on-behalf of the District or the Corporation shall bind and inure to the benefit of the respective successors thereof whether so expressed or not. Section 10.04. Waiver of Personal Liability. No director, officer or employee of the District shall be individually or personally liable for the payment of the Series 1992 Installment Payments, but nothing contained herein shall relieve any director, officer or employee of the District from the performance of any official duty provided by any applicable provisions of law or hereby. 26 4177\6636000004\INST~J,J/~ENT PURCHASE ~3RE~P]ENT Section 10.05. Article and Section Headings. Gender and References. The headings or titles of the several Articles and Sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof, and words of any gender shall be deemed and construed to include all genders. All references herein to "Articles," "Sections" and other subdivisions or clauses are to the corresponding Articles, Sections, subdivisions or clauses hereof; and the words "hereby," "herein," "hereof," "hereto," "herewith" and other words of similar import refer to the Installment Purchase Agreement as a whole and not to any particular Article, Section, subdivision or clause hereof. Section 10.06. Partial .Invalidity. If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the District or the Corporation shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof. The District and the Corporation hereby declare that they would have executed the Installment Purchase Agreement, and each and every other Article, Section, paragraph, subdivision, sentence, clause and phrase hereof irrespective of the fact that any one or more Articles, Sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. Section 10.07. Assignment. The Installment Purchase Agreement and any rights hereunder may be assigned by the Corporation, as a whole or in part, without the necessity of obtaining the prior consent of the District. Section 10.08. Net Contract. The Installment Purchase Agreement shall be deemed and construed to be a net contract, and the District shall pay absolutely net during the term hereof the Installment Payments and all other payments required hereunder, free of any deductiona and without abatement, diminution or set-off whatsoever. Section 10.09. California Law. THE INSTALLMENT PURCHASE AGREEMENT SHALL BE CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. Section 10.10. Notices. All written notices to be given hereunder shall be given by mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely: 27 4177\6636000004\INSTALLMENT PURCHASE ~aREEMBNT If to the District: If to the Corporation: Section 10.11. Rffective Date. The Installment Purchase Agreement shall become effective upon its execution and delivery, and shall terminate when the Purchase Price shall have been fully paid (or provision for the payment thereof shall have been made to the written satisfaction of the Corporation). Section 10.12. ~xecut~on ~n Co,,nteroarts. The Installment Purchase Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. Section 10.13. Indemnification of Corporation. The District hereby agrees to indemnify and hold harmless the Corporation if and to the extent permitted by law, from and against all claims, advances, damages and losses, including legal fees and expenses, arising out of or in connection with the acceptance or the performance of its duties hereunder, and under the Trust Agreement and the Assignment Agreement; provided that no indemnification will be made for willful misconduct,. negligence or breach of an obligation hereunder, or under the Trust Agreement or the Assignment Agreement by the Corporation. Section 10.14. Amendments Permitted. (a) This Agreement and the rights and obligations of the Corporation and the District and of the Owners and of the Trustee may be modified or amended at any time by an amendment hereto which shall become binding when the written consents of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, exclusive of Certificates disqualified as provided in Section 11.04 of the Trust Agreement, shall have been filed with the Trustee. No such modification or amendment shall (1) extend the stated maturities of the Certificates, or reduce the rate of interest represented thereby, or extend the time of payment of interest, or reduce the amount of principal represented thereby, or reduce any premium payable on the prepayment thereof, without the consent of the Owner of each Certificate so affected, or (2) reduce the aforesaid percentage of Owners whose consent is required for the execution of any amendment or modification of this Agreement, or (3) modify any of the rights or obligations of 28 4177\6636000004\INSTALLMENT PURCHASE AGREEMENT the Trustee or the Corporation without its written consent thereto. (b) This Agreement and the rights and obligations of the Corporation and the District and of the Owners may also be modified or amended at any time by an amendment hereto which shall become binding upon adoption, without the consent of the Owners, but only to the extent permitted by law and only for any one or more of the following purposes-- (1) to add to the covenants and agreements of the Corporation or the District contained in this Agreement other covenants and agreements thereafter to be observed or to surrender any right or power herein reserved to or conferred upon the Corporation or the District, and which shall not materially adversely affect the interests of the Owners; (2) to cure, correct or supplement any ambiguous or defective provision contained in this Agreement or in regard to questions arising under this Agreement, as the Corporation or the District may deem necessary or desirable and which shall not materially adversely affect the interests of the Owners; and (3) to make such other amendments or modifications as shall not materially adversely affect the interests of the Owners. 29 4177\6636000004\INSTALLMENT PURCHAS= AGRJEM~NT IN WITNESS WHEREOF, the parties hereto have executed and attested this Installment Purchase Agreement by their officers thereunto duly authorized as of the day and year first written above. TEMCULA COMMUNITY SERVICES DISTRICT (SFAL) Attest: President of the Board of Directors Secretary of the Board of Directors TEMECULA PUBLIC FACILITIES FINANCING CORPORATION By President 30 4177\6636000004\INSTALLMENT PURCHASE A~REBMENT EXHIBIT A DRSCRTPTION OF 1992 PROJECT A-1 4177\6636000004\INSTALLMENT PURCHASE AGREEMENT EXHIBIT B PURCFASE PRICR 1. The principal amount of payments to be made by the District hereunder is $ . 2. The installment payments of principal and interest are payable in the amounts and on the Installment Payment Dates as follows: Payment Date Amount Attributable to Pr.~ncipal Amount Attributable to Interest B-1 4177\6636000004\INSTALLMENT PURC"MASR AGREeMeNT Draft of 9/22/92 ASSIGNMENT AGREEMENT by and between TEMECUI~ PUBLIC FACILITIES FINANCING CORPORATION and as Trustee Dated as of October 1, 1992 relating to CERTIFICATES OF PARTICIPATION (COMMUNITY RECREATION CENTER PROJECT) SERIES 1992 ASSIGNMENT AGREEMENT This Assignment Agreement is made and entered into as of October 1, 1992 by and between TEMECULA PUBLIC FACILITIES FINANCING CORPORATION, a nonprofit public benefit corporation duly organized andexisting under the laws of the State of California (the "Corporation") and , a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee (the "Trustee"); NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREINAND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: SECTION 1. Assignment. The Corporation, for good and valuable consideration in hand received, does hereby sell, assign and transfer to the Trustee without recourse, for the benefit of the owners of the certificates of participation (the "Certificates"), to be executed and delivered by the Trustee pursuant to the Trust Agreement, dated as of October 1, 1992 (the "Agreement"), by and among the Temecula Conu~unity Services District (the "District"), the Corporation and the Trustee, all of its rights, title, and interest in the Installment Purchase Agreement, dated as of October 1, 1992 (the "Installment Purchase Agreement"), by and between the District and the Corporation including the right to receive all Series 1992 Installment Payments from the District under the Installment Purchase Agreement (but not including the right to be indemnified pursuant to the Installment Purchase Agreement and the right of the Corporation to receive notices thereunder), together with any and all of the other rights of the Corporation under the Installment Purchase Agreement as may be necessary to enforce payment of such Series 1992 Installment Payments when due or otherwise to protect the interests of the owners of the Certificates. SECTION 2. Acceptance. The Trustee hereby accepts the foregoing assignment for the purpose of securing the right assigned to it to receive all such Series 1992 Installment Payments from the District under the Installment Purchase Agreement and the other rights assigned to it, subject to the terms and provisions of the Trust Agreement, and all such Series 1992 Installment Payments shall be applied and the rights so assigned shall be exercised by the Trustee as provided in the Trust Agreement. SECTION 3. Conditions. This Assignment Agreement shall confer no rights or impose no obligations upon the Trustee beyond those expressly provided in the Trust Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement by their officers thereunto duly authorized as of the day and year first written above. TEME~PUBLIC FACILITIES FINANCING CORPORATION By President as Trustee By Authorized Officer 4178\6636000004\ASSIGNMENT AGREEMENT 2 DRAFT DATED MARKED TO SHOW CHA GE$ ROM DRAFT DATED, CERTIFICATE PUR~E CONTI~CT RELATING TO CERTIFICATES OF P~TICIPATION ( Community Recreation Center Project ) Series 199;2 Evidencin~ Proportionate Interests of the Owners Thereof in Instsllment .Payments made by the TEMECtFI~ COI~!UNITY SERVICES DISTRICT As the l~rchase Price for a Community Recreation Center Pursuant to an Instsllment Purchase A~reemant with the T!~[ECUI~ PUBLIC FACILITIES FINANCING CORPOI~TION amor~J SUTRO & CO. INCORPORATED and TEMECUI~ PUBLIC FACILITIES FINANCING CORPORATION and TEMECULA COMMUNITY SERVICES DISTRICT DATED , 1992 $ CERTIFICATES OF PARTICIPATION (Community Recreation Center Project) Series 1992 Evidencing Proportionate Interests of the Owners Thereof in Installment Payments made by the TEMECULACOMMUNITY SERVICES DISTRICT As the Purchase Price for a Community Recreation Center Pursuant to an Installment Purchase Xgreemant with the TENECULA PUBLIC FACILITIES FINANCING CORPORATION CERTIFICATE PUR~E CONTRACT · 1992 Temecula Community Services District Temecula Public Facilities Financing Corporation 43174 Business Park Drive Temecula, California 92590 Ladies and Gentlemen: Sutro & Co. Incorporated (the "Underwriter"), acting not as fiduciary or agent for you, but on behalf of itself, offers to enter into this Certificate Purchase Contract (this ,'Purchase Contract") with the Temecula Public Facilities Financing Corporation (the "Corporation") and the Temecula Community Services District (the "District"), which upon acceptance shall be binding upon the Corporation, the District and the Underwriter. This offer is made subject to the execution of this Purchase Contract by each of the Corporation and the District and its delivery to the Underwriter at or before 8:00 P.M., local time, on the date hereof, and, if not so accepted, shall be subject to withdrawal by the Underwriter upon notice delivered to the Corporation and the District at any time prior to the acceptance hereof by such parties. Section 1. Certificates. Purchase, Sale and Delivery of the (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter' hereby agrees to purchase for reoffering to the public, and the Corporation and the District hereby agree to cause (the "Trustee") to execute and deliver to the Underwriter for such purpose, all (but not less than all) of the $ aggregate principal amount of the Certificates of Participation (Community Recreation Center Project), Series 1992 (the "Certificates"), dated as of , 1992 (the "Certificate Date"), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Certificates shall be % of the aggregate principal amount thereof plus accrued interest with respect to the Certificates, calculated on a 360-day year basis, from the Certificate Date to the Closing Date (as hereinafter defined). The Certificates shall be substantially in the form described in, shall be executed, delivered and secured under the provisions of, and shall be payable from benefit assessments (the "Assessments") and shall be subject to prepayment, as provided in that certain Trust Agreement by and among the Trustee, the Corporation and the District dated as of October 1, 1992 (the "Trust Agreement"), the Preliminary Official Statement relating to the Certificates dated , 1992 (the "Preliminary Official Statement"), and the Community Services District Law, as amended, being Division 3, Title 6, of the Government Code of the State of California (the "Act"). (b) Pursuant to the authorization of the Corporation and the District, the Underwriter has distributed copies of the Preliminary Official Statement. By its acceptance of this proposal, the Corporation and the District hereby ratify the use by the Underwriter of the Preliminary Official Statement, and approve and authorize the use by the Underwriter of, and the District agrees to execute, a final official statement relating to the Certificates (the "Official Statement"), which shall consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Brown & Wood, Special Counsel to the Corporation and the District ("Special Counsel"), and the Underwriter prior to the Closing Date. The Corporation and the District hereby authorize the Underwriter to use and distribute in connection with the offer and sale of the Certificates: the Preliminary Official Statement, the Official Statement, and other documents and contracts to which the Corporation or the District are parties, including this Purchase Contract and all information contained herein, and all other documents, certificates and statements furnished by the Corporation or the District to the Underwriter in connection with the transactions contemplated by this Purchase Contract. (c) Except as the Corporation, the District and the Underwriter may otherwise agree, the District shall deliver to the Underwriter, at the offices of Special Counsel in Los Angeles, California, or at such other location as may be mutually agreed upon by the Corporation, the DistrAct and the Underwriter, the documents hereinafter mentioned, and the District shall deliver to the Underwriter, at a location to be designated by the Underwriter in New York, New York, the Certificates, in definitive form (all Certificates being lithographed on steel engraved borders and bearing CUSIP numbers), duly executed in the manner provided for in the Trust Agreement, at 9:00 A.M., California time, on , 1992 (the "Closing Date"), and the Underwriter shall accept such delivery and pay the purchase price of the Certificates as set forth in paragraph (a) of this Section by wire transfer.payable in Federal or other immediately available funds (such delivery and payment being herein referred to as the "Closing"). The Certificates shall be made available to the Underwriter not later than 72 hours prior to the Closing for purposes of inspection and packaging. The Certificates shall be in fully registered form and shall be registered in accordance with instructions to be supplied to the Trustee by the Underwriter not later than four business days prior to the Closing Date. Section 2. Representations, Warranties and Agreements of the District. The District represents and warrants to, and covenants and agrees with, the Underwriter that: (a) The District is a community services district duly'created pursuant to the Act and the Constitution and laws of the State of California and has, and at the Closing Date shall have, full legal right, power and authority (i) to enter into, execute, deliver and perform its obligations under this Purchase Contract, the Installment Purchase Agreement dated as of October 1, 1992 (the "Installment Agreement") between the DistrAct and the Corporation, and the Trust Agreement (this Purchase Agreement, the Installment Agreement and the Trust Agreement are hereinafter collectively referred to as the "District Documents"); and (ii) to carry out, give effect to and consummate the transactions contemplated by the District Documents and the Official Statement. (b) The District has complied, and shall at the Closing Date be in compliance in all respects, with the District Documents, the Act and all other applicable laws. (c) The Board of Directors, as the governing body of the District, has, or prior to the Closing Date shall have, duly and validly (i) approved and authorized the execution and delivery of each of the District Documents, the Preliminary Official Statement, the Official Statement and any other applicable agreements~ and (ii) authorized and approved the performance by the District of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by, each of said documents, and at the Closing Date the Certificates, each of the District Documents and any other applicable agreements shall constitute the valid, legal and binding obligations of the District and (assuming due authorization, execution and delivery by the respective other parties thereto, where necessary) such documents shall be enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles relating to or limiting the rights of creditors. (d) The District is not, and at the Closing Date shall not be, in breach of or in default under -any law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the District is a party or is otherwise subject or bound, a consequence of which could be to adversely affect the performance by the District of its obligations under the District Documents. The execution of any documents described in the Official Statement and the execution and delivery of the District Documents, the contract or contracts for the acquisition, construction and installation of the public improvements (the "Public Facilities") to be acquired, constructed and installed with the proceeds of the Certificates, any other applicable agreements and the other instruments contemplated by any of such documents to which the District is a party, and compliance with the provisions of each thereof, shall not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order. The District Documents, the contract or contracts for the acquisition, construction and installation of the Public Facilities, any other documents described in the Official Statement and any other instruments executed or delivered pursuant thereto to which the District is a party, and compliance with the provisions of each thereof, shall not conflict with or cause a breach of or default under any loan agreement, note, resolution, indenture, contract, agreement or other instrument.to which the District is a party or is otherwise subject or bound. (e) Except as may be required under the blue sky or other securities laws of any jurisdiction, all approvals, consents, authorizations, elections and orders of, or filings or registrations with, any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would adversely affect, the performance by the District of its obligations hereunder and under the District Documents and any other documents described in the Official Statement, have been or shall timely be obtained and are or shall timely be in full force and effect. (f) The Certificates and the District Documents conform as to form and tenor to the descriptions thereof contained in the Official Statement, and the Certificates when delivered to and paid for by the Underwriter on the Closing Date as provided herein, shall be validly executed and outstanding. (g) The Certificates shall be paid from the Assessments, which have been duly and validly authorized pursuant to the Act, and the Assessments shall be fixed and levied annually in an amount which, together with other available funds, is required for the payment of the principal of and interest payable with respect to the Certificates becoming due and payable during the ensuing year, as provided in the Installment Agreement and the Trust Agreement. The Assessments shall be levied and collected at the same time and in the same manner as ordinary ad valorem property taxes and shall be subject to the same penalties in case of delinquency as provided for ad valorem taxes, and such Assessments, when levied, shall constitute a valid and legally binding lien on the properties on which they have been levied. (h) Except as disclosed in the Official Statement, there are, to the best of the District's knowledge, after reasonable and diligent investigation of records made available by the County of Riverside, no entities with outstanding assessment liens against any of the properties within the District which are senior to the Assessments. (i) The information contained in the Official Statement is, as of the date hereof, and shall be, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant to paragraph (j) below, true, correct and complete in all material respects and does not, as of the date hereof, and shall not, as of the Closing Date or as of the date of any supplement or amendment thereto pursuant to paragraph (j) below, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (j) During the period commencing on the date hereof and ending on the date 90 days following the end of the "underwriting period" (as defined in Section 240.15c2-12 in Chapter II of Title 17 of the Code of Federal Regulations ("Rule 15c2-12")), if any event shall occur as a result of which it may be necessary to supplement the Official Statement in order to make the statements therein, in the light of the circumstances existing at such time, not misleading, the District shall forthwith notify the Underwriter of any such event of which it has knowledge and, if in the opinion of the Underwriter, the Corporation or the District, such event requires an amendment or supplement to the Official Statement, the District shall amend or supplement the Official Statement in a form and manner jointly approved by the Corporation, the District and the Underwriter so that the statements therein as so amended or supplemented shall not be misleading in the light of the circumstances existing at such time; ~rovided that all expenses incurred in connection with any such supplement or amendment shall be paid by the District. (k) Except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, or public board or body is pending or threatened in any way affecting the existence of the District or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the execution, sale or delivery of the Certificates, the application of the proceeds thereof in accordance with the Trust Agreement or the collection or application of the Assessments pledged or to be pledged to pay the principal of and interest with respect to the Certificates, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Certificates, the District Documents, or any action of the District contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Official Statement or the powers of the District or its authority with respect to the Certificates, the District Documents, or any action of the District contemplated by any of said documents, or which could adversely affect the exclusion from gross income for Federal income tax purposes of interest paid with respect to the Certificates or the exemption of interest paid with respect to the Certificates from State of California personal income taxation. (1) The District shall furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may request in order for the Underwriter to qualify the Certificates for offer and sale under the blue sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, that the District shall not be required to register as a dealer or broker of securities or to consent to service of process or qualify to do business in any jurisdiction where it is not now so subject. (m) The District, as agent of the Corporation, shall apply the proceeds of the Certificates in accordance with the Trust Agreement, the Installment Agreement and all other applicable documents and as described in the Official Statement. (n) The District shall preserve and protect the security for the Certificates as provided in the Trust Agreement and the rights of the owners of the Certificates in accordance with the covenants contained in the District Documents. Until such time as the Certificates are no longer Outstanding (as such term is defined in the Trust Agreement), the District shall faithfully perform and abide by all of the covenants, undertakings and provisions contained in the District Documents. (o) The District shall diligently carry out and continue to completion with all practicable dispatch, the acquisition, construction or installation of the Public Facilities in accordance with the Act and the District Documents in a sound and economical manner. (p) The District shall not take or omit to take any action that would cause interest with respect to the Certificates to be includable in gross income for purposes of Federal income taxation or to be subject to State of California personal income taxation. (q) The District shall use its best efforts to cause any property owners and developers within the District to cooperate with the Underwriter in the preparation of the Official Statement; provided, however, that such efforts shall not include the expenditure of funds by the District. (r) The Preliminary Official Statement heretofore delivered to the Underwriter is deemed final by the District as of its date and as of the date hereof, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2-12. The District hereby covenants and agrees that, within seven business days from the date hereof, or upon reasonable written notice from the Underwriter within sufficient time to accompany any confirmation requesting payment from any customers of the Underwriter, the District shall cause a final printed form of the Official Statement to be delivered to the Underwriter in sufficient quantity to comply with paragraph (b)(4) of Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Board. The execution and delivery of this Purchase Contract by the District shall constitute a representation to the Underwriter that the representations and warranties contained in this Section 2 are true as of the date hereof. Section 3. Representations, Warranties and Aqreements of the Corporation. The Corporation represents and warrants to, and covenants and agrees with, the Underwriter that: (a) The Corporation is a non-profit public benefit corporation duly created pursuant to the California Corporations Code and other laws of the State of California and has, and at the Closing Date shall have, full legal right, power and authority (i) to enter into, execute, deliver and perform its obligations under.this Purchase Contract, the Installment Agreement, the Assignment Agreement between the Corporation and the Trustee dated as of October 1, 1992 (the "Assignment Agreement,,), and the Trust Agreement (this Purchase Agreement, the Installment Agreement, the Assignment Agreement and the Trust Agreement are hereinafter collectively referred to as the "Corporation Documents")~ and (ii) to carry out, give effect to and consummate the transactions contemplated by the Corporation Documents and the Official Statement. (b) The Corporation has complied, and shall at the Closing Date be in compliance in all respects, with the Corporation Documents and all other applicable laws. (c) The Board of Directors, as the governing body of the Corporation, has, or prior to the Closing Date shall have, duly and validly (i) approved and authorized the execution and delivery of each of the Corporation Documents, the Preliminary Official Statement, the Official Statement and any other applicable agreements~ and (ii) authorized and approved the performance by the Corporation of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by, each of said documents, and at the Closing Date each of the Corporation Documents and any other applicable agreements shall constitute the valid, legal and binding obligations of the Corporation and (assuming due authorization, execution and delivery by the respective other parties thereto, where necessary) such documents shall be enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles relating to or limiting the rights of creditors. (d) The Corporation is not, and at the Closing Date shall not be, in breach of or in default under any law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Corporation is a party or is otherwise subject or bound, a consequence of which could be to adversely affect the performance by the Corporation of its obligations under the Corporation Documents. The execution of any other documents described in the Official Statement and the execution and delivery of the Corporation Documents, the contract or contracts for the acquisition, construction and installation of the Public Facilities to be acquired, constructed and installed with the proceeds of the Certificates, any other applicable agreements and the other instruments contemplated by any of such documents to which the Corporation is a party, and compliance with the provisions of each thereof, shall not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of.the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order. The Corporation Documents, the contract or contracts for the acquisition, construction and installation of the Public Facilities, any other documents described in the Official Statement and any other instruments executed or delivered pursuant thereto to which the Corporation is a party, and compliance with the provisions of each thereof, shall not conflict with or cause a breach of or default under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Corporation is a party or is otherwise subject or bound. 10. (e) Except as may be required under the blue sky or other securities laws of any jurisdiction, all approvals, consents, authorizations, elections and orders of, or filings or registrations with, any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would adversely affect, the performance by the Corporation of its obligations hereunder and under the Corporate Documents and any other documents described in the Official Statement, have been or shall timely be obtained and are or shall timely be in full force and effect. (f) The Corporation Documents conform as to form and tenor to the descriptions thereof contained in the Official Statement. (g) The information contained in the sections entitled "INTRODUCTION -- Security and Sources of Payment for the Certificates, -- Description of the Certificates, -- Tax Exemption, -- Authority for Execution, Delivery and Offering;" "THE SECURITIES BEING OFFERED -- The Certificates, -- Prepayment, -- Investment of Proceeds, -- Security and Sources of Payment for the Certificates;,, "DEBT STRUCTURE -- Limitations on Additional Debt;" BASIC DOCUMENTATION;,, "LEGAL MATTERS -- Opinion of Special Counsel, -- Tax Exemption;,, "APPENDIX B;" and "APPENDIX C" of the Official Statement is, as of the date hereof, and shall be, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant to paragraph (h) below, true, correct and complete in all material respects and does not, as of the date hereof, and shall not, as of the Closing Date or as of the date of any supplement or amendment thereto pursuant to paragraph (h) below, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (h) During the period commencing on the date hereof and ending on the date 90 days following the end of the "underwriting period" (as defined in Section 240.15c2-12 in Chapter II of Title 17 of the Code of Federal Regulations ("Rule 15c2-12")), if any event shall occur as a result of which it may be necessary to supplement the Official 11. Statement in order to make the statements therein, in the light of the circumstances existing at such time, not misleading, the Corporation shall forthwith notify the Underwriter of any such event of which it has knowledge and, if in the opinion of the Underwriter, the Corporation, or the District, such event requires an amendment or supplement to the Official Statement, the Corporation shall cause the District to amend or supplement the Official Statement in a form and manner jointly approved by the Corporation, the District and the Underwriter so that the statements therein as so amended or supplemented shall not be misleading in the light of the circumstances existing at such time~ provided that all expenses incurred in connection with any such supplement or amendment shall be paid by the District. (i) Except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, or public board or body is pending or threatened in any way affecting the existence of the Corporation or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the Certificates, the application of the proceeds thereof in accordance with the Trust Agreement or the collection or application of .the Assessments pledged or to be pledged to pay-the principal of and interest with respect to the Certificates, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Certificates, the Corporation Documents or any action of the Corporation contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Official Statement or the powers of the Corporation or any action of the Corporation contemplated by any of said documents, or which could adversely affect the exclusion from gross income for Federal income tax purposes of interest paid with respect to the Certificates or the exemption of interest paid with respect to the Certificates from State of California personal income taxation. (j) The Corporation shall furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may request in order for the Underwriter to qualify the Certificates for offer and sale under the blue sky or other securities 12. laws and regulations of such states and o~her jurisdictions of the United States as the Underwriter may designate; provided, however, that the Corporation shall not be required to register as a dealer or broker of securities or to consent to service of process or qualify to do business in any jurisdiction where it is not now so subject. (k) The Corporation shall apply the proceeds of the Certificates in accordance with the Trust Agreement, the Installment Agreement and all other applicable documents and as described in the Official Statement. (1) The District shall preserve and protect the security for the Certificates as provided in the Trust Agreement and the rights of the owners of the Certificates in accordance with the covenants contained in the Corporation Documents. Until such time as the Certificates are no longer Outstanding, the Corporation shall faithfully perform and abide by all of the covenants, undertakings and provisions contained in the Corporation Documents. (m) The Corporation shall diligently carry out and continue to completion with all practicable dispatch, the acquisition, construction or installation of the Public Facilities in accordance with the Act and the Corporation Documents in a sound and economical manner. (n) The Corporation shall not take or omit to take any action that would cause interest with respect to the Certificates to be includable in gross income for purposes of Federal income taxation or to be subject to State of California personal income taxation. (o) The Preliminary Official Statement heretofore delivered to the Underwriter is deemed final by the Corporation as of its date and as of the date hereof, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2-12. The execution and delivery of this Purchase Contract by the Corporation shall constitute a representation to the Underwriter that the representations and warranties contained in this Section 3 are true as of the date hereof. 13. Section 4. Conditions to the Obliqations of the Underwriter. The obligations of the Underwriter to accept delivery of and pay for the Certificates on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the Corporation and the District contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Corporation and the District made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by each of the Corporation and the District of its obligations to be performed hereunder at or prior to the Closing Date, and to the following additional conditions: (a) At the Closing Date, the Trust Agreement, the Installment Agreement, the Assignment Agreement, this Purchase Contract and any other documents described in the Official Statement shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the execution and delivery of the Certificates and with the transactions contemplated thereby and by this Purchase Contract, all such actions as, in the opinion of Special Counsel, shall be necessary and appropriate~ (b) Between the date hereof and the Closing Date, the market price or marketability, at the initial offering prices set forth on the cover of the Official Statement, of the Certificates shall not have been adversely affected (evidenced by a written notice to the District terminating the obligation of the Underwriter to accept delivery of and pay for the Certificates), by reason of any of the following: (1) Legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the president of the United States of America, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration, or a decision rendered by a court established under Article 14. III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of ~he Treasury Department of the United States of America or the Internal Revenue Service, with the purpose or effect, directly or indirectly, of including interest with respect to the Certificates in the gross income of any recipient thereof~ (2) Legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by.or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Certificates, or the Certificates, including any or all underlying arrangements, or the Installment Agreement, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Trust Agreement is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the execution, offering or sale of obligations of the general character of the Certificates, or of the Certificates, including any or all underlying arrangements, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the Federal securities laws as amended and then in effect; (3) A general suspension of trading in securities on the New York Stock Exchange, or a general banking moratorium declared by Federal, State of New York or State of California officials authorized to do so~ (4) The United States of America shall have become engaged in hostilities or there shall have been an escalation in hostilities involving the United States of America or there shall have been a declaration of war or 15. a national emergency by the United States of America or a local, national or international calamity or crisis, financial or otherwise, shall have occurred; (5) The introduction, proposal or enactment of any amendment to the Federal or California Constitution or any action or threatened action by any Federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the Corporation or the District, its or their property, income, securities (or interest thereon), the validity or enforceability of the Assessments or the ability of the Corporation or the District to acquire, construct and install the Public Facilities as contemplated by the Trust Agreement and the Official Statement; (6) Any event occurring, or information becoming known that, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (7) An event described in Section 2(j) or 3(h) hereof, which in the opinion of the Underwriter requires a supplement or amendment to the Official Statement, and such supplement or amendment is not prepared by the District or the Corporation, as applicable. (c) At or prior to the Closing Date, the Underwriter shall have received two counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Underwriter: (1) The Official Statement, executed on behalf of the District by the President thereof; (2) Resolution No. adopted on , 1992, authorizing the execution of the District Documents, together with a 16. certificate of the Secretary of the District, dated as of the Closing Date, to the effect that such resolution is a true, correct and complete copy of the resolution duly adopted by the Board of Directors, as the governing body of the District, at meetings duly called, held and conducted in accordance with law and that such resolution has not been amended, modified or rescinded (except as may have been agreed to in writing by the Underwriter) and is in full force and effect as of the Closing Date; (3) Resolutions (the -Corporate Resolutions") of the Board of Directors of the Corporation adopted on , 1992, authorizing the execution of the Corporation Documents, together with a certificate of the Secretary of the Corporation, dated as of the Closing Date, to the effect that such resolutions are a true, correct and complete copy of the resolutions duly adopted by the Board of Directors, as the governing body of the Corporation, at meetings duly called, held and conducted in accordance with law and that such resolutions have not been amended, modified or rescinded (except as may have been agreed to in writing by the Underwriter) and are in full force and effect as of the Closing Date; (4) The Trust Agreement, the Installment Agreement and Assignment Agreement, together with a certificate of the Secretary to the District dated as of the Closing Date, to the effect that they are true, correct and complete copies of the Trust Agreement and the Installment Agreement duly approved by the Board of Directors, as the governing body of the District, at a meeting duly called, held and conducted in accordance with law and that they have not been amended, modified or rescinded (except as may have been agreed to in writing by the Underwriter) and are in full force and effect as of the Closing Date; (5) An unqualified opinion, dated the Closing Date and addressed to the District, of Special Counsel, in substantially the form included as Appendix C to the Official Statement, together with a reliance letter of 17. Special Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that such opinion addressed to the District may be relied upon by the Underwriter to the same extent as if such opinion was addressed to it; (6) A supplemental opinion, dated the Closing Date and addressed to the Underwriter, of Special Counsel to the effect that~i) the Official Statement and the distribution thereof have been duly approved by the District;A(ii) this Purchase Contract has been duly autMorized, executed and delivered by the District and, assuming due authorization, execution and delivery by the Underwriter, constitutes the legal, valid and binding obligation of the District, enforceable against the District in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles relating to or limiting the rights of creditors; (iii) neither the Certificates nor the Installment Agreement is subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification under the Trust Indenture Act of 1939, as. amended; (iv) the Certificates, the Trust Agreement, the Installment Agreement and the Assignment Agreement conform as to form and tenor to the description thereof contained in the Official Statement, add the statements contained in the Official Statement on the cover and under the captions insofar as such statements purport to summarize certain provisions of the Act, the Certificates, and other applicable laws and agreements, present a fair and accurate summary of such prov' ' - et~ Trust upon and security interest in the proceeds of the Assessments and the moneys in: (a) the Construction Fund; and (b) the Interest Fund, the Principal Fund, the Prepayment Fund and the Certificate Payment Fund, including the investments thereof, subject in all cases to the provisions of the Trust Agreement permitting the application thereof for the 18. purposes and on the terms and conditions set forth therein~ and (vi) the Certificates are secured by Assessments to be levied for the payment of principal, premium, if any, and interest wi~h respect to the Certificate~ (7) A supplemental opinion, dated the Closing Date and addressed to the Underwriter, of Special Counsel-to the effect that (i) the Corporation is a non-profit public benefit corporation duly organized and validly existing under California law~ (ii) the Official Statement and the distribution thereof have been duly approved by the Corporation~ (iii) the Trust Agreement, Installment Agreement and the Assignment Agreement have been duly adopted at a meeting of the Board of Directors, as the governing body of the Corporation, which was called and held pursuant to law [and with all public notice required by law and at which a quorum was present and acting throughout]~ (iv) except as disclosed in the Official Statement, no action, suit,' proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending or, to such counsel's knowledge, threatened, in any way affecting the existence of the Corporation or the titles of its officers to their respective offices, or in any way contesting or affecting the validity or enforceability of the Trust Agreement, the Installment Agreement, the Assignment Agreement, this Purchase Contract or any other documents described in the Official Statement or any action of the Corporation contemplated by any of said documents or in any way contesting the completeness or accuracy of the Official Statement or the powers of the Corporation or its authority with respect to the Trust Agreement, the Installment Agreement, the Assignment Agreement, this Purchase Contract or any other documents described in the Official Statement, or any action on the part of the Corporation contemplated by any of said documents~ (v) this Purchase Contract has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the Underwriter, constitutes the legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles relating to or limiting the rights of creditors; (8) An opinion, dated the Closing Date and addressed to the Underwriter, of Burke, Willjams & Sorensen, counsel to the District, to the effect that, except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending or, to such counsel's knowledge, threatened, in any way affecting the existence of the District or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the execution, sale or delivery of the Certificates, the application of the proceeds thereof in accordance with the Trust Agreement, the collection or application of the Assessments to pay the principal of, and interest with respect to the Certificates, or in any way contesting or affecting the validity or enforceability of the Certificates, the Trust Agreement, the Installment Agreement, this Purchase Contract or any other documents described in the Official Statement or any action of the District contemplated by any of said documents or in any way contesting the completeness or accuracy of the Official Statement or the powers of the District or its authority with respect to the Certificates, this Purchase Contract or any other documents described in the Official Statement, or any action on the part of the District contemplated by any of said documents, or which challenges the exclusion from gross income for Federal income tax purposes of interest paid with respect to the Certificates or the exemption of interest paid with respect to the Certificates from State of California personal income taxation; (9) A Supplemental opinion, dated the Closing Date and addressed to the Underwriter, of Burke, Williams & Sorensen, counsel to the District, to the effect that (i) the District is a community services district duly organized and validly existing under the Act; 20. (ii) the Trust Agreement and Installment Agreement have been duly adopted at a meeting of the Board of Directors, as the governing body of the District, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout~ (iii) except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending or, to such counsel's knowledge, threatened, in any way affecting the existence of the District or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the execution, sale or delivery of the Certificates, the application of the proceeds thereof in accordance with the Trust Agreement and Installment Agreement, the collection or application of the Assessments to pay the principal of and interest with respect to the Certificates, or in any way contesting or affecting the validity or enforceability of the Certificates, the Trust Agreement, the Installment Agreement, the Assignment Agreement, this Purchase Contract or any other documents described in the Official Statement or any action of the District contemplated by any of said documents or in any way contesting the completeness or accuracy of the Official Statement or the powers of the District or its authority with respect to the Certificates, the Trust Agreement, the Installment Agreement, this Purchase Contract or any other documents described in the Official Statement, or any action on the part of the District contemplated by any of said documents, or that challenges the exclusion from gross income for Federal income tax purposes of interest paid with respect to the Certificates or the exemption of interest paid with respect to the Certificates from State of California personal income taxation: (iv) the statements contained in the Official Statement on the cover and under the captions insofar as such statements purport to summarize certain provisions of the Act, the Certificates, and other applicable laws and agreements, present a fair and accurate 21. summary of such provisions, and such summaries do not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Official Statement or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading in any material respect; (v) upon the execution and delivery of the Certificates, the Certificates shall constitute the legal, valid and binding obligations of the District, enforceable against the District in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles relating to or limiting the rights of creditors; (vi) principal, premium, if any, and interest with respect to the Certificates are payable out of the Certificate Payment Fund, and Assessments are to be collected on the tax roll on which general taxes on real property are collected; (vii) the Assessments have been duly and validly authorized in accordance with the provisions of the Act and, when levied, the Assessments shall be valid and binding obligations payable with respect to the affected property, enforceable by the District in accordance with the Installment Agreement and the Act, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles relating to or limiting the rights of creditors; and (viii) the. District has a valid and binding obligation annually to fix and levy that amount of Assessments required for the payment of principal and interest with respect to the Certificates for the ensuing year, including any amounts necessary to pay the costs of collecting the Assessments and any amounts necessary to pay the continuing costs of the Certificates (including the fees of Trustee); (10) An opinion, dated the Closing Date and addressed to the Underwriter, of counsel to the Corporation, to the effect that, except as disclosed in the Official Statement, no action, suit, p[oceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending or, to such counsel's 22. knowledge, threatened, in any way affecting the existence of the Corporation or the titles of its officers to their respective offices, or in any way contesting or affecting the validity or enforceability of the Trust Agreement, the Installment Agreement, the Assignment Agreement, this Purchase Contract or any other documents described in the Official Statement 'or any action of the Corporation contemplated by any of said documents or in any way contesting the completeness or accuracy of the Official Statement or the powers of the Corporation or its authority with respect to this Purchase Contract or any other documents described in the Official Statement, or any action on the part of the Corporation contemplated by any of said documents~ (11) An opinion, dated the Closing Date and addressed to the Underwriter, of Morrison & Foerster, counsel to the Underwriter, to the effect that (i) based upon the information made available to them in the course of their participation in the preparation of the Official Statement as counsel to the Underwriter and without having undertaken to determine independently or assuming any responsibility for the accuracy, completeness or fairness of the'statements contained in the Official Statement, such counsel does not believe that the Official Statement, as of its date and as of the Closing Date, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any appendices and any other financial and statistical data contained in the Official Statement)~ and (ii) the Certificates are not subject to the registration requirements of the Securities Act of 1933, as amended; and (iii) the Trust Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; (12) A certificate, dated the Closing Date and signed by the President of the District on behalf of the District or such other officer of the District as the 23. Underwriter may approve, to the effect that (i) the representations and warranties of the District contained herein, in the Trust Agreement, and in the Installment Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date~ (ii) no event has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect~ and (iii) the District has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under this Purchase Contract, the Trust Agreement, the Installment Agreement and the Official Statement at or prior to.the Closing Date~ (13) A certificate, dated the Closing Date and signed by the President of the corporation on behalf of the Corporation or such other officer of the Corporation as the Underwriter may approve, to the effect that (i) the representations and warranties of the Corporation contained herein, in the Trust Agreement, and in the Installment Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) no event has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (iii) the Corporation has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under this Purchase Contract, the Trust Agreement, the Installment Agreement, the Assignment Agreement, and the Official. Statement at or prior to the Closing Date; (14) A transcript of all proceedings relating to the authorization, execution, sale and delivery of the Certificates; 24. (15) Certified copies of the general resolution of the Trustee authorizing the execution and delivery of the Trust Agreement, the Assignment Agreement and the Certificates by certain officers of ~he Trustee~ (16) A Certificate of the Trustee, dated the Closing Date, to the effect that (i) the Trustee is a duly organized and existing under the laws of having full power and authority to perform its duties under the Trust Agreements (ii) the Trustee is duly authorized to accept the obligations created by the Trust Agreement and to execute and deliver the Certificates pursuant to the terms of the Trust Agreement; (iii) the Trust Agreement and Assignment Agreement have been duly executed and delivered in the name and on behalf of the Trusteel (iv) pursuant t0 the provisions of the Trust Agreement and in accordance with the instructions of the District, the Trustee has examined the form of the Certificates and has found said form to be in substantially the form called for by the Trust Agreement~ (v) each person who, on behalf of the Trustee, executed and delivered the Trust Agreement and the Assignment Agreement or authenticated the Certificates was at the date thereof and is now a duly elected, appointed or authorized, qualified and acting officer of the Trustee and was duly authorized to perform such acts at the respective times of such acts, and the signatures of such persons appearing on such documents are their genuine signaturest (vi) to the best of its knowledge, no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or shall be required for the authentication of the Certificates or the consummation by the Trustee of the other transactions contemplated to be performed by the Trustee in connection with the authentication of the Certificates and the. acceptance and performance of the obligations created by the Trust Agreement~ and (vii) to the best of its knowledge, compliance with the terms of the Trust Agreement and the Assignment Agreement will not conflict with, or result in a violation or breach of, or constitute a default under, any loan 25. agreement, indenture, bond, note, resolution or any other agreement or instrument to which the Trustee is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having Jurisdiction over the Trustee or any of its activities or properties; (17) An opinion, dated the Closing Date and addressed to the Underwriter, of the Trustee's counsel, to the effect that (i) the Trust Agreement and Assignment Agreement have been duly authorized, executed and delivered by the Trustee, and constitute the legal, valid and binding obligation of the Trustee, enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles relating to or limiting the rights of creditors; and (ii) the Trustee is a duly organized and validly existing under the laws of the State of having the full power and authority to perform its obligations under the Trust Agreement and Assignment Agreement; (18) A nonarbitrage certificate of the District in form and substance acceptable to Special Counsel and the Underwriter; (19) A certificate of the District's Financial Advisor, Fieldman, Rolapp & Associates, dated the Closing Date to the effect that: (i) nothing has come to its attention that would lead it to believe that the inf6rmation contained in the Official Statement, and any amendment or supplement thereto, contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) since the date of the Official Statement, nothing has come to its attention that should have been set forth in an amendment or supplement to the Official Statement which has not been so set forth in an amendment or supplement; and (iii) since the date of the Official Statement, nothing has come to its attention that would lead it 26. to believe that a material adverse change has occurred in the operations or financial affairs of the District; and (20) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as 'of the Closing Date, of the material representations and warranties of the District contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the District at or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the District in connection with the transactions contemplated hereby and by the Trust Agreement, the Installment Agreement and the Official Statement. (21) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the material representations and warranties of the Corporation contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Corporation at or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the Corporation in connection with the transactions contemplated hereby, and by the Trust Agreement, the Installment Agreement, the Assignment Agreement and the Official Statement. If any of the conditions to the obligations of the Underwriter contained in this Section or elsewhere in this Purchase Contract shall not have been satisfied when and aS required herein, all obligations of the Underwriter hereunder may be terminated by the Underwriter at, or at any time prior to, the Closing Date by written notice to the Corporation and the District. Section 5. Expenses. (a) Whether or not the Underwriter accepts delivery of and pays for the Certificates as set forth herein, it shall be under no obligation to 27. pay, and the District shall pay or cause to be paid out of the proceeds of the Certificates or any other legally available funds of the District, all expenses incidental to the performance of the District's obligations hereunder, including but not limited to the fees and disbursements of the District, the Corporation, the Trustee, Special Counsel, accountants, appraisers, economic consultants, financial advisors and any other experts or consultants retained by the District or the Corporation in connection with the execution, delivery and sale of the Certificates; the cost of obtaining a direct and overlapping debt schedule from California Municipal Statistics, Inc.; the costs of printing, engraving and delivering the Certificates to the Underwriter and the costs of printing and shipping the Preliminary Official Statement and the Official Statement; and any other expenses not specifically enumerated in paragraph (b) of this Section.incurred in connection with the execution, delivery and sale of the Certificates. (b) Whether or not the Certificates are delivered to the Underwriter as set forth herein, the District shall be under no obligation to pay, and the Underwriter shall be responsible for and pay, CUSIP Bureau and CDAC fees and expenses to qualify the Certificates for sale under any blue sky laws; and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Certificates not specifically set forth in paragraph (a) of this Section, including the fees and disbursements of its counsel. Section e. Undertakings of the District. The District agrees to make available to the Underwriter, at the District's expense, sufficient copies of its audited financial statements, if any, certified Assessment projections, resolutions with respect to the Certificates, the Resolution, the Preliminary Official Statement, the Official Statement, any amendments or supplements thereto, and other documents relating to the Certificates and pertaining to the District as may be reasonably required from time to time for the prompt and efficient performance by the Underwriter of its obligations hereunder. Section 7. Undertakinqs of the Corporation. The Corporation agrees to make available to the Underwriter, at the Corporation's expense, sufficient copies of the Corporate Resolution and other documents relating to the 28. Certificates and pertaining to the Corporation as may be reasonably required from time to time for the prompt and efficient performance by the Underwriter of its obligations hereunder. Section 8. Notices. Any notice or other communication to be given to the Corporation or to the District under this Purchase Contract may be given by delivering the same in writing to 43174 Business Park Drive, Temecula,'California 92590, Attention: Mr. Dave Dixon; any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to Sutro & Co. Incorporated, 555 South Flower Street, Suite 3400, Los Angeles, California 90071, Attention: Ms. Catherine Bando. Section 9. Parties in Interest. This Purchase Contract is made solely for the benefit of the Corporation, the District, and the Underwriter (including any successors or assignees of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. Section 10. Survival of Representations. and Warranties. The representations and warranties of the Corporation and the District shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the Corporation and the District and regardless of delivery of and payment for the Certificates. Section 11. Execution in Counterparts. This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Section 12. No Prior Aqreements. This Purchase Contract supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of the Certificates. Section 13. Effective Date. This Purchase Con- tract shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Corporation and the District and shall be valid and enforceable as of the time of such acceptance. 29. Section 14. Governinq Law. This Purchase Contract shall be governed by the internal laws of the State of California without giving effect to the conflict of law principles of such State. Very truly yours, SUTRO & CO. INCORPORATED By: Accepted: , 1992 Director TEMECULA PUBLIC FACILITIES FINANCING CORPORATION By: Its: TEMECULA COMMUNITY SERVICES DISTRICT By: Its: V 10806 [ '12687] 30. EXHIBIT Maturity Schedule Certificates of Participation Maturity Principal Interest Date Amount Rate Price PRELIMINARY OffICIAL STATelENT DATED , 1992 ISSUE RATINGS Moody's: Standard & Poor'a: (See **letlaBs" herein) In the opinion of Brovn & good, Los Angeles, California, Special Counsel, under existing lay and assuming continuing compliance Mith certain covenants in documents relating to the Certificates and requirements of the Internal Revenue Code of 1986, as amended, the portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the Ogners is not includable in the 2ross income of the O~ners thereof for federal income tax purposes. In the further opinion of Special Counsel, the portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the Owners viii not be treated as an item of tax preference in calculating alternative minimum taxable income of individuals corporations. The portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the Ovners may be included in the calculation of certain taxes, however, including the alternative minimum tax and environmental tax on corporations, The portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the Owners gill be exempt from present State of California personal income taxes. See 'LECAL BATTERS -- Tax Exemption" herein. $ CEKTIFICATES OF PARTICIPATION (Community Recreation Center Project) Series 1992 Evidencing Proportionate Interests of the Ouners Thereof in Installment Payment made by the TENECULA COHNUNITY SERVICES DISTRICT As the Purchase Price for a Community Recreation Center Pursuant to an Installment Purchase Agreement with the TENECULA PUBLIC FACILITIES FINANCINC CORPORATION Dated: Date of Delivery Due: October 1, as shown below The Certificates constitute proportionate interests in the Installment Payment to be made by the Temecula Community Services District (the "District") under the Installment Purchase Agreement, dated as of October l, 1992, by and bergmen the Dlstrlct and the Temecula Public Facilities Financing Corporation (the "Corporation") pursuant to ghich certain recreational facilities (the "Project") ~111 be sold to the DIstrict. Interest glth respect to the Certificates vlll be payable on April I and October I of each year, commencing April 1, 1993. The Certificates are deliverable as fully registered certificates, githout coupons, in denominations of $5,000 each or any integral multiple thereof. Payments vlth respect to the Certificates are to be made by , DRAFT DATED as trustee (the '*Trustee") to the registered owners of the Certificates. The Certificates are subject to prepsysent prior to maturity as described herman. Nelther the faith and credit nor the taxing power of the District, the City of Temecula, the State of California or any political subdivision thereof ls pledged to the payment of principal, premium, if any, or interest with respect to the Certificates. The Certificates do not constitute a debt, liability or obligation for which the District is obligated, directly, indirectly or contingently, to levy any tax or make any appropriation, except as expressly provided herman and in the Certificates. MATUEITY SCHEDULE* Haturity Naturlty Date Principal Interest Date Principal Interest October 1 Amount Rate price October 1 Amount Kate Prlce $ Z $ % THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS OFFERING. INVESTORS NUST READ THE ENTIRE OFFICIAL STATENENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFOKNED INVESTMENT DECISION. Dated , 1992 SUTRO & CO. INCORPORATED Preliminary, subject to change. VlO368[12687]new TABLE OF CONTENTS Paqe INTRODUCTION ....................................... 1 The Corporation .................................... 2 Security and Sources of Payment for ~he Certificates ........................ 3 ~.=~oo, of t~, &;~;H~;~ ....................... 3 Description of the Certificates ................... 4 Tax Exemption .........iA';A;'~iA; .............5 Professionals Involved ............ 5 Authority for Execution, Delivery and Offering and Delivery ......... 6 Certificates Owners' Risks ........................ 6 Other Information ................................. 6 THE SECURITIES BEING OFFERED ........................... 7 The Certificates ................................... 7 Prepayment ......................................... 7 Constitutional and Statutory Limitations on. Taxes~ ......................................... 10 Use of Proceeds; The Project ....................... 11 Investment of Proceeds ............................. 13 Security and Sources of Payment for the Certificates ............................. ' ........ 13 Budget and Appropriations ........................... 17 Title to the Project ............................... 21 Form of Securities ................................. CERTIFICATE OWNERS' RISKS .............................. 22 General ............................................ 22 Bankruptcy and Similar Laws; Resolution Trust Corporation ................................ 22 Factors That May Affect Land Development and Value ....................................... 24 Future Indebtedness ................................ 25 DESCRIPTION OF THE DISTRICT ............................ 25 DESCRIPTION OF THE CORPORATION ......................... 27 i Limitations on Additional Debt ... ................. 28 Debt Service ......................... 29 Certain Information Concerning Overlapping Debt ........... ..................... 31 Legal Debt Limits; Tax Limit ......................31 BASIC DOCUNZNTATION .................................... FINANCIAL INFORMATION .................................. 31 31 LEGAL MATTERS .......................................... 38 No Litigation ..................................... 38 Opinion of Special Counsel ........................ 38 Tax Exemption ..................................... 38 39 MISCELLANEOUS ......................................... Ratings ........................................... 39 The Underwriter ................................... 40 Financial Advisor ................................ 40 Interests of Certain Persons ...................... 40 Additional Information ............................ 40 APPENDIX A: General Information Regarding the City of Temecula ............................. APPENDIX B: APPENDIX C: Summary of Financing Documents .......... Proposed Form of Special Counsel Opinion ............................... A-1 B-1 C-1 ii O~ICIAL ~a~ CERTIFICATES OF PARTICIPATION (Community Recreation Center Project) Series 1992 Evidencing Proportionate Interests of the Owners Thereof in Installment Payments made by the TENECULX CONNUNITY SERVICES DISTRICT As the Purchase Price for a Community Recreation Center Pursuant to an Installment Purchase ~4reement with the TEMECUIa~ PUBLIC FACILITIES FINANCING CORPORATION INTRODUCTION THIS INTRODUCTION IS NOT A SUMMARY OF THIS OFFICIAL STATEMENT. IT IS ONLY A BRIEF DESCRIPTION OF AND GUIDE TO, AND IS QUALIFIED BY, MORE COMPLETE AND DETAILED INFORMATION CONTAINED IN THE ENTIRE OFFICIAL STATEMENT, INCLUDING THE COVER PAGE AND APPENDICES HERETO, AND THE DOCUMENTS SUMMARIZED OR DESCRIBED HEREIN. A FULL REVIEW SHOULD BE MADE OF THE ENTIRE OFFICIAL STATEMENT AND ALL SUCH DOCUMENTS. THE OFFERING AND SALE OF THE CERTIFICATES TO POTENTIAL INVESTORS IS MADE ONLY BY MEANS OF THE ENTIRE OFFICIAL STATEMENT. The purpose of this Official Statement, which includes the cover page and the appendices hereto, is to provide certain information concerning the sale, execution and delivery of the Certificates of Participation, Series 1992 (the -Certificates"), in the aggregate principal amount of $ · for the benefit of the Temecula Community Services District (the ,,District"). The Certificates represent direct and proportionate interests of the registered owners (the "Owners") thereof in Installment Payments (the ,,Installment Payments") to be made by the District pursuant to an Installment Purchase Agreement dated as of October 1, 1992 (the ,,Installment Purchase Agreement") between the District, as purchaser, and the Temecula Public FaCilities Financing Corporation (the "Corporation"), as seller. Such payments will constitute the Installment · Preliminary; subject to change 1 Payments for the purchase of a community recreation center (the -Project") by the District. The District has agreed to provide for the design, construction, delivery and -installation of the Project as agent of the Corporation. The Certificates are being executed and delivered pursuant to a Trust Agreement dated as of October 1, 1992 (the "Trust Agreement") by and among the Corporation, the District, and , as trustee (the "Trustee"). Pursuant to an Assignment Agreement dated as of October 1, 1992 (the -Assignment Agreement"), the Corporation will assign to the Trustee for the benefit of the Owners of the Certificates certain of its rights under the Installment Purchase Agreement. The District is required under the Installment Purchase Agreement to pay the Trustee specified Installment Payments as the purchase price of the Project, which payments are designed in both time and amount to be sufficient to pay, when due, the principal and interest due with respect to the Certificates. The District is also required to pay any taxes, assessments, other government charges, and maintenance and repair costs of the Project. The District will pay the Installment Payments when due, but solely from certain revenues on deposit in the Certificate Payment Fund, the Interest Fund, and the Principal Fund pledged and assigned to secure such payment under the Trust Agreement. See "APPENDIX B" hereto for a description of the Trust Agreement, Installment Purchase Agreement and Assignment Agreement. The District The District was established on December 1, 1989. The District's boundaries are coteruinous with the boundaries of the City of Temecula (the "City"), which is located in southern California approximately 85 miles southeast of Los Angeles and 60 miles north of San Diego. See "DESCRIPTION OF THE DISTRICT" herein and "APPENDIX A" hereto. The Corporation The Corporation was incorporated as a California non-profit public benefit corporation on , 1992 to provide assistance to the~City, its special districts and related entities in financing projects for those entities. See "DESCRIPTION OF THE CORPORATION" herein. 2 Security and Sources of Payment for the Certificates The Certificates are secured by certain benefit · ' assessments (the -Assessments") on all parcels of real property located within the District (the -Parcels") which Assessments constitute a trust fund for the prepayment and payment of the principal and interest with respect to the Certificates. Assessments sufficient to meet debt service with respect to the Certificates will be included on the regular property tax bills sent to owners of the Parcels. The unpaid Assessments represent fixed liens on the Parcels. The District has contracted with the County of Riverside (the "County") for the prosecution by the County of judicial foreclosure proceedings, under certain circumstances and conditions, against the Parcels with delinquent Assessments. For more complete and detailed information, see "THE CERTIFICATES - Security and Sources of Payment for the Certificates" herein. Pursuant to the Trust Agreement, the Trustee has established a Construction Fund, Certificate Payment Fund, Interest Fund, Principal Fund, and Prepayment Fund. The Certificates are also secured by the moneys in these funds, and principal, premium, if any, and interest with respect to the Certificates are payable exclusively out of such funds. PAYMENT OF THE PRINCIPAL, PREMIUM, IF ANY, AND INTEREST WITH RESPECT TO THE CERTIFICATES WILL BE SECURED ONLY BY ASSESSMENT INSTALLMENTS ASSESSED ON THE PARCELS AND THE MONEYS ON DEPOSIT IN THE CONSTRUCTION FUND, THE CERTIFICATE PAYMENT FUND, THE INTEREST FUND, THE PRINCIPAL FUND AND THE PREPAYMENT FUND, PURSUANT TO THE TRUST UNDER THE TR M CONSTITUTE A SOURCE OF PAYMENT FOR THE CERTIFICATES. FURTHERMORE, THE PROJECT IS NOT ENCUMBERED OR OTHERWISE PLEDGED AS SECURITY FOR PAYMENT OF THE PRINCIPAL, ~REMIUM, IF ANY, OR INTEREST WITH RESPECT TO THE CERTIFICATES. Purpose of the Certificates Proceeds from the sale of the Certificates will be used to finance the design, construction and installation of a community recreation center for the benefit of the District. For more complete information, see "THE SECURITIES BEING OFFERED -- Use of Proceeds; The Project" herein. Description cf the Certificates Each Certificate will represent an undivided proportionate interest in the principal portion of the Installment Payment due and payable on the maturity date of the Certificate, and in the interest portion of the Installment Payment due and payable semiannually, to be made by the District in payment of the purchase price for the Project pursuant to the Installment Purchase Agreement. Interest with respect to the Certificates will accrue from October 1 1992 at the rates set forth on the cover page hereof ana will be payable to maturity semiannually on April 1 and October 1, commencing April 1, 1993. The Certificates will be issued in fully registered form in denominations of $5,000 or any integral multiple thereof. The District has covenanted in the Installment Purchase Agreement to pay the principal and interest with respect to the Certificates from "Revenues." The Installment Purchase Agreement defines "Revenues" as The general funds of each of the District and the City are not liable for Installment Payments, and the District and the City cannot be compelled to exercise their respective taxing powers to make Installment Payments. The Certificates mature as set forth on the cover page hereof and are subject to mandatory and optional prepayment as described under THE SECURITIES R~ING'OFF~RED -- Prepayment" below. The entire principal amount of the unpaid Installment Payments and accrued interest thereon may be declared due and payable immediately upon the occurrence of certain events of default, as set forth in the Installment Purchase Agreement. See "THE SECURITIES BEING OFFERED -- The Certificates" herein and "APPENDIX B" hereto. The Certificates may be transferred or exchanged at the principal corporate trust office of the Trustee in , California, to the extent and upon t~e conditions set forth in the Trust Agreement. In accordance with the Installment Purchase Agreement, the District may at any time execute additional contracts or issue additional revenue bonds or notes, the payment of which are on parity with the Certificates and which are secured by a pledge and lien on the Revenues, provided that certain conditions are met. See "DEBT STRUCTURE -- Limitations on Additional Debt" herein. For further information regarding ~he Certificates, see "THE SECURITIES BEING OFFERED -- The Certificates" herein and "APPENDIX B -- The Trust Agreement" hereto. Tax Exemption In the opinion of Brown & Wood, Los Anqeles, California, Special Counsel,Au~.der existinq law and assuming continuing compliance with certain covenants in the documents relating to the Certificates and requirements of the Internal Revenue Code of 1986, as amended, the portion of each Installment Payment due under the Xnstallment Purchase Agreement designated as and comprising interest and received by the Owners is not includable in the gross income of the Owners thereof for federal income tax purposes. In the further opinion of Special Counsel, the portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the Owners will not be treated as an item of tax preference in calculating alternative minimum taxable income of individuals or corporations. The portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the Owners may be included in the calculation of certain taxes, however, including the alternative minimum tax and environmental tax on corporations. The portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the Owners will be exempt from present State of California personal income taxes. See "LEGAL MATTERS -- Tax Exemption" herein. Professionals Involved in the Offering Fieldman, Rolapp & Associates is the District's financial advisor with respect to the Certificates. All proceedings in connection with the offering of the Certificates are subject to the approval of Brown & Wood, Special Counsel. Certain legal matters will be passed on for the Underwriter by Morrison & Foerster. , , , will act as Trustee. Authority for Execution, Delivery and Offering These proceedings are authorized under the terms and provisions of the Community Services District Law, Division 3 of Title 6 of the California Government Code (the "Act"), and Resolution of the District adopted on (the "Resolution). The Certificates are executed and delivered pursua to the Resolution and the Trust Agreement. Offering and Delivery of the Certificates The Certificates are offered when, as and if issued, subject to the approval as to their legality by Special Counsel and the satisfaction of certain other conditions. It is anticipated that the Certificates will be available for delivery to the Underwriter in New York, New York on or about , 1992. Certificate Owners' Risks See "CERTIFICATE OWNERS' RISKS" below for certain risk factors which should be considered in making an investment decision concerning the Certificates. Other Information This Official Statement speaks only as of 'its date, and the information contained herein is subject to change. The District has not entered into any contractual commitment to provide information on a continuing basis to investors or any other party. Questions regarding this Official Statement may be Trust Agreement, Installment Purchase Agreement, Assignment Agreement and other documents and information are available, upon request and upon .payment to the District of a charge for copying, mailing and handling, from Ms. Henry. Except where otherwise indicated, all information contained in this Official Statement has been provided by the District. No dealer, broker, salesman or other person has been authorized by the District or the Underwriter to give any information or to make any representations, other than those contained herein, and, if given or made, such other information or representations must not be relied upon as having been authorized by either the District or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Certificates by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth heroin has been obtained from sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Underwriter. Neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of any party described heroin subsequent to the date as of which such information is presented. In connection with this offering, the Underwriter may effect transactions which stabilize or maintain the market price of the Certificates offered hereby at a level above that which might otherwise prevail in the open market. Such stabilization, if commenced, may be discontinued at any time. THE SECURITIES BEING OFFERED The Certificates The Certificates will be delivered in the aggregate principal amount of $ and will initially be dated~ctober 1. 1992. Each Certificate will represent an undivided proportionate interest in the principal portion of the InstallmentSPayment due and payable on the maturity date of the Certificate, and in the interest portion of the InstallmentSPayment due and payable semiannually, to be made by the District in payment of the purchase price for the Project pursuant to the Installment Purchase Agreement. Interest with respect to the Certificates will accrue from October 1, 1992 at the rates set forth on the cover page hereof and will be payable to maturity semiannually on April i and October i (each a "Payment Date"), commencing April 1, 1993. The Certificates are deliverable in fully registered form, without coupons, in minimum denominations of $5,000 or any integral multiple thereof. The Certificates will mature on October i of each of the designated years and in the principal amounts shown on the cover page hereof, but are subject to mandatory and optional propayment as described under "Propayment" below. The principal of the Certificates and propayment price, if any, will be payable upon presentation and surrender of the Certificates at the principal corporate trust office of the Trustee in · 7 Payment of interest with respect to the Certificates shall be made by check or draft of the Trustee mailed to the Owner of record on the Payment Date therefor at the address shown on the Certificate register as of the applicable Record Date, except that such interest will be paid by wire upon the written request of an Owner of not less ~nan ~l,uoo,oo0 in aqqreQate ~rlnct~al amount of Certificates, wAXcA must be filed by no later than the applicable Record ,. The Record Date means, with tee.pact to any Payment Date for the Certificates, the fifteenth day of the calendar month preceding such Payment Date, whether or not such day is a business day. The Certificates may be transferred or exchanged at the principal corporate trust office of the Trustee, to the extent and upon the conditions set forth in the Trust Agreement. In each case, the Trustee may require payment by the Owner of a sum sufficient to cover any tax or other governmental charge required to be paid with respect to such transfer or exchange. The Trustee' will not be required to register the transfer or exchange of any Certificate (i) within 15 days preceding selection of Certificates for prepayment, or (ii) selected for prepayment. Prepayment The Certificates maturing October 1, are subject to mandatory prepayment in part (by lot) on each October i on or after October 1, , in integral multiples of $5,000. The prepayment price of these Certificates is the principal amount thereof plus accrued interest to the date fixed for prepayment, without premium, and will be paid in the amounts and on the dates as set forth in the following table: Mandatory Prepayment Dates (October 1) Amount [To follow.] The Certificates with stated maturities on or after October 1, are subject to prepayment prior to their respective stated maturities, as a whole or in part on any Payment Date in the order of maturity as directed by the District in a written request provided to the Trustee and by 8 lot within each maturity in integral multiples of $5,000, on or after October 1, , from amounts prepaid by the District pursuant to the Installment Purchase Agreement. The prepayment price (expressed as a percentage of the principal amount of such Certificates prepaid) plus interest accrued to the date fixed for prepayment of such Certificates is as set forth below: Preferment Period PreDavment Price [To follow.] The Certificates are also subject to prepayment prior to their respective stated maturities, as a whole on any date or in part on any Payment Date in the order of maturity as directed by the District and by lot within each maturity in integral multiples of $5,000, from prepaid Installment Payments made by the District under the Installment Purchase Agreement, from the net proceeds of insurance or any award in eminent domain, as provided in the Trust Agreement. Selection of Certificates for Prepayment. Whenever less than all of the Certificates are called for prepayment, the Trustee will select the Certificates or portions thereof to be prepaid as directed by the District in a written request provided to the Trustee at least 75 days prior to the Payment Date and by lot within each maturity. The Trustee will promptly notify the District in writing of the numbers of the Certificates or portions thereof so selected for prepayment. Notice of PrepaVment. Notice of prepayment will be given by the Trustee by mail, first class postage prepaid, to the respective Owners of any Certificates designated for prepayment at their addresses appearing on the Certificate registration books and to certain information services and by registered or certified or overnight mail to certain securities depositories. Such notice will be given at least 30 days, but not more than 60 days, prior to the prepayment date. Partial PTeDaVment of Certificates. Upon surrender of any Certificate prepaid in part only the Trustee will execute and deliver to the Owner thereof, at the expense of the District, a new Certificate or Certificates of authorized denominations equal in aggreqate principal amount to the unprepaid portion of the Certificate surrendered and of the same interest rate and maturity. Effect of PreDavment. When notice of prepayment has been duly given and moneys for payment of the prepayment price of, together with interest accrued to the prepayment date with respect to, the Certificates (or portions thereof) so called for prepayment are held by the Trustee, the Certificates (or portions thereof) so called for prepayment will, on the prepayment date designated in such notice, become due and payable at the prepayment price specified in such notice. From and after the prepayment date, interest represented by the Certificates so called for prepayment will cease to accrue, said Certificates (or portions thereof) will cease to be entitled to any benefit or security under the Trust Agreement, and the Owners of said Certificates will have no rights in respect thereof except to receive payment of said prepayment price and accrued interest. The Trustee will, upon surrender for prepayment of such Certificates, pay such Certificates at the prepayment price evidenced and represented thereby, and cancel and destroy such Certificates. Any defect in any notice of prepayment will not affect the validity of the prepayment of any Certificate. Constitutional and Statutory Limitations on Taxes~ Article XIII A. Article XIII A, known as Proposition 13, of the California Constitution limits the amount of ad valorem taxes on real property to 1% of "full cash value" as determined by the County Assessor. Article XIII A defines "full cash value" to mean the County Assessor's valuation of real property as shown on the 1975-76 fiscal year tax bill under full cash value, or thereafter the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975-76 assessment. "Changes in Ownership" do not include purchases or transfers when the person acquiring the property was displaced by eminent domain, inverse condenunation, or acquisition of property by a government entity, or certain transfers between spouses or parents and children. "Newly constructed" does not include real property constructed after a disaster as declared by the Governor of the A~State when the property reconstructed is 10 comparable in value to that destroyed. Furthermore, all real property valuation maybe increased to reflect the inflationary rate, as shown by the consumer price index or comparable data, not to exceed 2% per year, or may be reduced. Article XIII A also permits the reduction of ~he -full cash value" base in the event of declining property values caused by damage, destruction, or other factors. Article XIII A exempts from the 1% tax limitation any general or special taxes to repay indebtedness approved by the voters prior to July 1, 1978, and required approval by two thirds of the qualified electorate to impose special taxes, while totally precluding the imposition of any additional ad valorem, sales, or transaction tax on real property. In addition, Article XIII A requires the approval of two thirds of all members of both houses of the State legislature to change any State tax laws resulting in increased tax revenues. On June 3, 1986, California voters approved proposition 46, which added an additional exemption to the 1% tax limitation imposed by Article XIII A. Under this amendment to Article XIII A, local governments and school districts may increase the property tax rate above 1% for the period necessary to retire new general obligation bonds, if two-thirds of those voting in a local election approve the issuance of such bonds and the mo~ys raised through the sale of the bonds are used exclusively to acquire or improve real property. A Use of Proceeds; The Project The proceeds of the Certificates will be applied toward the design and construction of a community recreation center of approximately 26,000 square feet. The recreation center will include a gymnasium, teen areas, kitchen, .performing arts room, indoor and outdoor stages, amphitheater, restrooms, a 25 meter pool and parking for 450 vehicles. The Project will be constructed in two phases. The Phase I consists of the design and mass grading of the Project, and the District anticipates that it will open bids for such work in mid-September 1992. Phase II consists of the construction of the Project. Bids for Phase II will be awarded in November 1992, with the work for Phase II beginning in December 1992. The anticipated completion date of the Project is July 4, 1993. 11 A portion of the costs of the Project will be paid from contributions that have been received by the District from the public presently amounting to approximately 00.000. The District anticipates that '~nother $100,0~ in donations from the public will be received by the time the Project is completed. The moneys from the donations will be used to defray the costs of the design of and the furniture and equipment for the Project. The construction costs for the Project will be paid from the proceeds from the sale of the Certificates, and to the extent that the proceeds are not sufficient to meet such costs, from development impact fees received by the City. The following table summarizes the estimated uses of proceeds from the sale of the Certificates.* Construction and Engineering Costs and Costs of Issuance ...................... $ /bnderwriter's Discount ................... Less: Subtotal .......................... $ Other Contributions Toward Project Costs .................... $ Total Principal Amount of the Certificates ................ Preliminary; subject to change Under the Installment Purchase Agreement, the District may substitute other improvements for the Project, but only if the District first files with the Corporation and the Trustee a statement of the District (a) identifying the improvements to be substituted and the improvements to the Project to be replaced; and (b) stating that the estimated costs of construction, acquisition and installation of the substituted improvements are not less than such costs for the improvements previously planned. Investment of Proceeds Moneys held by the Trustee in the funds established under the Trust Agreement will, when invested, be invested in investments that constitute permitted investments for the District under the Trust Agreement and applicable law for 12 such moneys. See -APPENDIX B -- The Trust Agreement" for a discussion of permitted investments. Secur:Lty and Sources of Payment for the Certificates Each Certificate represents an undivided proportionate interest in the Installment Payments to be made by the District under the Installment Purchase Agreement. The Corporation, pursuant to the Assignment Agreement, will assign certain of its rights under the Installment Purchase Agreement, including its right to receive Installment Payments from the District, and its remedies under the Installment Purchase Agree~nt, to the Trustee for the benefit of the Owners of the Certificates. The Installment Payments will be designed to be sufficient to pay, when due, the annual principal and interest due with respect to the Certificates. The obligation of the District to make Installment Payments does not constitute an obligation of the District for which the District is obligated to levy or pledge any form of taxation or for which the District has levied or pledged any form of taxation. Neither the Certificates nor the obligation of the District to make Installment Payments constitutes an indebtedness of the City, the State of California or any of its political subdivisions within the meaning of the Constitution of the State of California or otherwise under State law. The Certificates are secured by City-wide Assessments, and unpaid City-wide Assessments constitute a trust fund for the prepayment and payment of the principal and interest with respect to the Certificates. The City- wide Assessments are pledged as security for the Certificates on a gross basis.. No assessments, other than City-wide Assessments, constitute such security. Under the provisions of the Act, the Assessments will be included annually on the regular property tax bills sent to owners of the Parcels. Such Assessments are to be paid into the Certificate Payment Fund, which will be held by the District and transferred to the Trustee for payment of the principal and interest with respect to the Certificates as they become due and to pay any prepayment price payable with respect to the Certificates. Unpaid Assessments become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do general taxes on real property. The properties upon which the Assessments are levied are subject to the same 13 provisions for sale and redemption as exist for nonpayment of general taxes. See "APPENDIX ~' hereto. The Assessments and penalties thereon constitute a fixed lien against the Parcels until the same are paid. ASuch lien has priority over all private liens and over all fixed special assessment liens which may thereafter be created against the Parcels. Such lien is co-equal to and independent of the lien of any general [and special taxes.] The District has contracted with the County for the County to institute and prosecute actions on the District's behalf in the Superior Court of the State to foreclose the lien of any unpaid Assessment in the event any Assessment is not paid when due. In such action, the real property subject to the unpaid Assessment may be sold at a court foreclosure sale. Effective July 1, 1983, a judgment debtor (property owner) has at least 140 days from the date of service of the notice of levy to redeem the property to be sold. If a property owner fails so to redeem and the property is sold, the owner's only remedy is an action to set aside the sale, which must be brought within 90 days of the date of sale. If, as a result of such an action, a foreclosure sale is set aside, the judgment is revived, and the judgment creditor is entitled to interest on the revived judgment as if the sale had not been made. (Section 701.680 of the California Code of Civil Procedure.) The constitutionality of the aforementioned legislation (which repeals the one-year redemption period formerly applicable) has not been tested, and there can be no assurance that, if tested, such legislation will be upheld. PAYMENT OF THE PRINCIPAL, PREMIUM, IF ANY, AND INTEREST WITH RESPECT TO THE CERTIFICATES WILL BE SECURED ONLY BY ASSESSMENTS ASSESSED ON REAL PROPERTY LOCATED WITHIN THE DISTRICT AND THE MONEYS ON DEPOSIT IN THE CONSTRUCTION FUND, CERTIFICATE PAYME~'~UND, INTEREST FUND, PRINCIPAL FUND, E D~ R DO NOT FUND C T CONSTITUTE A SOURCE OF PAYMENT WITH RESPECT TO THE CERTIFICATES. FURTHERMORE, THE PROJECT IS NOT ENCUMBERED OR OTHERWISE PLEDGED AS SECURITY FOR THE PAYMENT OF THE PRINCIPAL, PREMIUM, IF ANY, OR INTEREST WITH RESPECT TO THE CERTIFICATES. 14 The assessed valuations for the Parcels in the District for the 1990-91 and 1991-92 property tax years were as follows: ASSESSED VALUATIONS IN THE DISTRICT (Before Deduction of Redevelopment Incremental Valuation) Tax Year 1990-91 1991-92 Did not exist i, prior years. Local Secured Utility Unsecured Total $2,209,779,590 2,468,275,977 $82,580 $ -0- $2,209,842,170 82,580 133,263,480 2,601,602,037 Secured Tax Charges and Delinquencies are not available. Source: California Municipal Statistics, Inc. 15 The following table sets forth the assessed valuations of the Parcels within the District by land use for the 1991-92 property tax year. ASSESSED VALUATIONS BY LAND USE CateqorV Parcels Assessed Value Residential 4,207 $ 739,976,263 Commercial 215 $ 319,027,610 Industrial 157 $ 277,775,662 Irrigated I $ 72,527 Dry Farm 5 $ 1,351,151 Recreational 6 $ 9,370,823 Institutional 8 $ 14,853,485 Miscellaneous 2 $ 2,811,991 Vacant Land 2,475 $ 390,157,839 Possessory Int. [50] $ 4,172,900 Unsecured [1,858] $ 130,861,211 Unknown 698 $ 136,209,642 TOTALS 7,774 $2,026,641,104 Source: County Assessor Combined Tax Rolls, 1991-92 Property Tax Year Budget and Appropriations ~ Each year the Board of Directors of the District causes a report to be prepared and filed with the Secretary of the District. The report contains descriptions of each parcel of real property within the District and related rates and charges thereto for the upcoming fiscal year. The financial analysis section of the report itemizes the budgets for each of the service levels within the District. Each service level budget estimates the costs, fees, expenditures, surpluses, ~eficits, delinquencies and City administration costs for the upcoming fiscal year, as determined by the Board of Directors. The service level budget total is the dollar amount that will be apportioned to each of the non-exempt benefitring parcels within the particular service level. This amount is apportioned by a method and formula which is 16 intended to fairly distribute the service level budget total among all non-exempt parcels in proportion to the estimated benefits to be received by each such parcel from the services and programs provided within the respective service level. The assessments for the District are based on a city-wide levy. All land use codes are equated by using a weighing factor. The formula used to calculate the amount of spread to all parcels starts with the basic equivalent dwelling unit ("EDU"). The EDU is given a value of one (1.0) for a single-family (Land Use Code R01) parcel. From this base, all other occurring non-exempt parcels are equated to the single-family residence using weighing factors to distinguish the different levels of benefit. A minimum assignment of 1.0 EDU per parcel is assigned where the EDU's are computed based on parcel acreage. The formulas utilized in the calculation of the assessments are as follows. FORMULAS J = B + (C x E) + (Dn x F) + (Dn x G) + (Dn x H) + (Dn x I) K =A/J L =KxE M1 = K x F1 M2 = K x F2 N '--KxG O =KxH P =KxI The foregoing formulas are based on the legend provided below. LEGEND A - Service Level Budget Total B z Total Single-Family Dwelling Units (SF) ~C = Number of Multi-Family Dwelling Units (MF) 17 Dn - Acres of Vacant Residential (Greater than one acre), Non-residential Agricultural, Commercial and Industrial (Improved) and Vacant Commercial, Industrial, and Other E - Weighing Factor for Multi-Family Residential Parcels F1 = Weighing Factor for Vacant Residential (YR) (Greater than one acre) F2 - Weighing Factor for Vacant Residential (YR) (Less than one acre) G = Weighing Factor for Agricultural = Weighing Factor for Commercial and Industrial (Developed) I = Weighing Factor for Vacant Commercial, Industrial and Other j = Total Equivalent Single-FamilyDwelling Units K = Assessment per Single-Family L = Assessment per Multi-Family M1 = Assessment per Vacant Residential Parcel (YR) (Greater than one acre) M2 ~ Assessment per Vacant Residential Parcel (YR) (Less than one acre) N = Assessment per Agricultural Acreage O = Assessment per Commercial and Industrial (Improved) Acreage P = Assessment per Vacant Commercial, Industrial and Other Acreage (AC) 0.75 - 2.00 0.50 0.50 6.00 4.00 Based on the foregoing formulas, the assessments for non-exempt Parcels within the District for the 1992-93 fiscal year have been calculated to be as follows: 18 1992-93 ASSESSMENTS TYpe of Property Single Family Residential Multi-Fandly (apartments, condominiums, mobile homes) Residential Vacant Agricultural Non Residential (improved) Non Residential (vacant) Assessment $58.30/unit $4S.V4/tlnit $116.60/acre $ 29.16/acre $349.80/acre $233.20/acre Source: Muni Financial Services, Inc. The 1992-93 assessments include the amounts necessary to pay debt service on the Certificates.. The District anticipates that the foregoing assessments will not be increased unless services rendered by the District to the Parcels are increased. Prior to incorporation of the City, the Parcels within the District were within the boundaries of a County service area (the "County Service Area") and therefore were subject to County assessments for certain services rendered and benefits provided by the County to those Parcels. The County Service Area was formed in 1985, and the Parcels have therfore been subject to assessment levies since that time. After incorporation of the City, the District assumed many of the duties and inherited many of the powers of the County with regard to the Parcels. Although the boundaries of the County Service Area and the District are not coterminous, and the District has been broken down into numerous service areas, the following table provides an indication of the amount of assessments that the owners of the Parcels that were once within the County Service Area ha~e paid in prior years. 19 COUNTY SERVICE AREA ASSESSMENTS [To be completed by the City. ] 1989-90 1988-89 1987-88 Type of Property Assessments Assessments Assessments Single Family $ /unit $ /unit $ /unit Residential Multi-Family $ /unit $ /unit $ /unit (Apartments, Condominiums, Mobile Homes) Residential $ /unit $ /unit $ /unit Vacant Agricultural $ /unit $ /unit $ /unit Non Residential $ /unit $ /unit $ /unit (Improved) Non Residential $ /unit $ /unit $ /unit (Vacant) Source: Title to the Project ~The real property on which the Pro~ect will be built was deeded tD the City from the County in connection with the incorporation of the City. The City will continue to own the underlying real property, but will grant the District an easement for use of the site. The Property is not pledged as security for payment of interest or principal with respect to the Certificates. "See THE SECURITIES BEING OFFERED -- Security and Sources for Payment for the Certificates" herein. Form of Securities See "THE SECURITIES BEING OFFERED -- The Certificates" herein for a discussion of the form in which the securities will be delivered. 20 General In order to provide for the payment of debt service on the Certificates, it is necessary that unpaid Assessments be paid in a timely manner. Although the unpaid Assessments constitute fixed liens on the Parcels assessed, they do not constitute a personal indebtedness of the respective owners of such parcels. There is no assurance that the owners will be financially able to pay the Assessment or that they will pay the Assessment even though financially able to do so. Failure by owners of the Parcels to pay Assessments when due or the inability to sell the Parcels at foreclosure proceedings for amounts sufficient to cover delinquent Assessments levied against such parcels would result in the inability to make full or punctual payments of debt service to the Owners of the Certificates. The District has not undertaken to assess the financial condition of the current owners of any of the Parcels or the likelihood that they will pay or will be able to pay their share of the Assessments when due, and expresses no view concerning these matters. Bankruptcy and Similar Laws; Resolution Trust Corporation If any owner of a Parcel files bankruptcy, absent available funds there could be a delay in payment of Assessments, as such bankruptcy filing would delay the County,s superior court foreclosure proceedings on behalf of the District. Moreover, amounts received upon foreclosure sales may not be sufficient fully to pay delinquent Assessments. The County's ability to foreclose the lien of delinquent Assessments on behalf of the District is limited with regard to properties in which the Federal Deposit Insurance Corporation (the "FDIC") or the Resolution Trust Corporation (the "RTC") has an interest. On June 10, 1991 an RTC Statement of Policy Regarding the Payment of State and Local Real Property Taxes (the "Policy Statement") was released to the public. The FDIC has adopted a substantially identical policy. The Policy Statement applies to the RTC when it is liquidating assets in its corporate and receivership capacities. The Policy Statement does not apply when the RTC is acting as conservator or with respect to a subsidiary of a receivership. The Policy 21 Statement provides that real property owned by the RTC is subject to state and local real property taxes only if those taxes are assessed according to the property's value and that the RTC is immune from real property taxes assessed on any basis other than property value. According to the Policy Statement, the RTC will pay its property tax obligations when they become due and payable and will pay claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly administration of the institution's affairs, unless abandonment of the RTC's interest in the property is appropriate. The RTC will pay claims for interest on delinquent property taxes owed at the rate provided under state law. The RTC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts. If any property taxes (including interest) on RTC owned property are secured by a valid lien (in effect before the property became owned by the RTC), the RTC will pay those claims. The Policy Statement further provides that no property of the RTC is subject to levy, attachment, garnishment, foreclosure or sale without the RTC's consent. In addition, the RTC will not permit a lien or security interest held by the RTC to be eliminated by foreclosure without the RTC's consent. The Policy Statement is unclear as to whether the RTC considers special assessments, such as those levied by the District, to be "real property taxes" which it intends to pay. The Policy Statement provides: "The [RTC] is only liable for state and local taxes which are based on the value of the property during the period for which the tax is imposed, notwithstanding the failure of any person, including prior record owners, to challenge an assessment under the procedures available under state law. In the exercise of its business judgment, the [RTC] may challenge assessments which do not conform with the statutory provisions, and during the challenge will generally pay tax claims based on the assessment level deemed appropriate. The [RTC] will generally limit challenges to the current and immediately preceding taxable years and to the pursuit of previously filed tax protests. However, the [RTC] may, in the exercise of its business judgment, challenge any prior taxes and assessments provided that (1) the [RTC's] records (including appraisals, offers or bids received for the purchase of the property, etc.) indicate that the assessed value is clearly excessive, (2) a successful challenge will result in a substantial savings to the [RTC], (3) the challenge will not unduly delay the sale of the property, and (4) there is a reasonable likelihood of a successful challenge." The District is unable to predict what effect the application of the Policy Statement would have in the event of a delinquency with respect to a Parcel in which the FDIC or the RTC has an interest, although prohibiting the lien of the FDIC or the RTC to be foreclosed on at a Judicial foreclosure sale would likely reduce the number of or eliminate the persons willing to purchase such a parcel at a foreclosure sale. Owners of the Certificates should assume that the County will be unable to foreclose on behalf of the District on any Parcel owned by the FDIC or RTC. Such an outcome would perhaps ultimately cause a default in payment of the Certificates. The District has not undertaken to determine whether the FDIC or the RTC currently has, or is likely to acquire, any interest in any of the Parcels, and therefore expresses no view concerning the likelihood that the risks described above will materialize while the Certificates are outstanding. The various legal opinions to be delivered concurrently with the delivery of the Certificates (including Special Counsel's approving legal opinion) will be qualified, as to the enforceability of the various legal instruments, by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally. Factors That May Affect Land Development and Value As of the 1991-92 property tax year, approximately 32% of the Parcels consisted of unimproved property. There can be no assurance that any further improvement or development of the Parcels will occur. The construction of improvements (other than the Project) on any Parcel that is currently unimproved may be adversely affected by changes in general economic conditions, fluctuations in the real estate market, changes in ownership of the land and other factors. In addition, construction of improvements on the Parcels will be subject to existing and future federal, state and local regulations. Approval may be required from various public agencies in connection with the design, nature and extent of improvements, or such matters as land use and zoning. Failure to meet any such existing or future regulations or obtain any such approvals in a timely manner could delay or adversely affect the improvement of the Parcels. 23 Future Indebtedness At present, a majority of the acres comprising the Parcels is undeveloped. To develop these parcels, their current or future owners may require financing that would increase the public or private debt for which these Parcels would be security. Such debt and any additional debt could reduce the ability or desire of the owners of these Parcels to pay the Assessments as they become due. See also "THE SECURITIES BEING OFFERED -- Security and Sources for Payment of the Certificates" herein. DESCRIPTION OFTHE DISTRICT The District was established on December 1, 1989, under the Act and the laws of the State of California. The District's boundaries ar~ coterminous with the boundaries of the City. Covering approximately 26 square miles, the District is located in southern California, approximately 85 miles southeast of Los Angeles and 60 miles north of San Diego. As permitted by the Act, the principal officers of the District are appointed by the City Council. The City Council has appointed itself as the Board of Directors for the District. The members of the District's Board of Directors and their respective terms are set forth in the following table. BOARD OF DIRECTORS OF THE DISTRICT Member Ronald J. Parks J. Sal Munoz Peg Moore* Patricia H. Birdsall Karel Lindemans Position President Vice President Director Director Director Term Expires 3~ovember, 1994 November, 1992 November, 1992 November, 1994 November, 1992 , Will not serve for a subsequent term. 24 The District is governed by the Board of Directors, which sets the programs, services and capital development to be provided by the District. Policy and program decisions are made pursuant to ordinances, resolutions or motions passed or effective only upon an affirmative vote of a majority of the members of the Board of Directors. The District currently employs 17 individualS, none of whom belong to unions or other collective bargaining group . Seasonal employees are also hired from time to time as ne~ed. The District is responsible for the (1) service, operation, maintenance, improvement and administration of the community park system, recreation facilities, services and programs; (2) service, operation, maintenance, energy and administration for all arterial street lighting and medians ("Service Level A"); (3) service, operation, maintenance, energy and administration for all local street lighting within recorded subdivisions ("Service Level B"); (4) service, operation, maintenance, improvements and administration for all perimeter landscaping and slope maintenance within recorded subdivisions ("Service Level C"); and (5) recycling program and refuse collection for all detached single-family residential homes ("Service Level D"). Excluding the Project, there are seven'parks or recreational facilities within the District. In addition, the District services 13,817 parcels in Service Level A, 6,239 parcels within Service Level B, 3,269 parcels within Service Level C, and 7,858 residences within Service Level D. The revenue to supportSthe services provided by the District in Service Levels A through D is obtained through the levy and collection of benefit assessments which are in addition to the Assessments, on certain real D~Derty located within the District. Such assessments are collected on the tax roll in the same manner and time as general taxes. Other governmental entities, such as the State of CaIifornia, the Count~ various school districts, water and other districts also ovide various levels of service within the District. For example, the Count~provides police and fire protection within the Distri , as well as library services. In addition, the District receives 25 services from the Western Municipal, Eastern Municipal, Elsinore Valley Municipal, Rancho California and Murrieta County Water Districts. Because the boundaries of the District and the City are coterminous, certain demographic and other background information pertaining to the City provided in4"APP~NDIX A" hereto is also relevant to the District. ~ DESCRIPTION OF THE CORPORATION The Corporation was incorporated as~non-profit public benefit corporation under the laws of the State of California on , 1992. The Corporation was formed for the sole purpose of providing assistance to the A~itv, its special districts and related entities in financing pro~ects for those entities. ~he City Council also serves as the Corporation's Board of Directors. DEBT STRUCTURE Other Indebtedness of the District The District has not incurred any debt that is senior to or on par with debt service__for the Certificates. The only other indebtedness of the District consists of a single lease obligation. Payments with respect to the ~ease obligation amounted to approximatel $10,200 fortes fiscal approximately $22 693. , Limitations on Additional Debt The District is to pay the Installment Payments from the Revenues. Under the Installment Purchase Agreement, the District's ability to enter into obligations subordinate to such agreement is not limited. It is entitled to create parity obligations in the nature of bonds or contracts, however, only if: (1) The Revenues for the most recent audited fiscal year preceding the date of adoption by the Board of Directors of the District of the resolution authorizing the issuance of such bonds or the date of the execution of such contract, as the case may be, will have produced a sum equal to at least 125% of the Debt Service (as defined in the Installment 26 Purchase Agreement) for such fisoal year (see "APPENDIX B" hereto); and (2) The Revenues for the most recent audited fiscal year preceding the date of the execution of such contract or the date of adoption by the Board of Directors of the District of the resolution authorizing the issuance of such bonds or the date of execution of such contract, as the case maybe, including adjustments to give effect as of the first day of such fiscal year to increases or decreases in fees, rates and charges of the District approved and in effect as of the date of calculation will have produced a sum equal to at least 125% of Debt Service which would have accrued had such contract been executed or bonds been issued at the beginning of such fiscal year. Debt Service The principal and interest payable with respect to the Certificates, including principal payable as regularly scheduled prepayments, is set forth below. ANNUAL DEBT SERVICE SCHEDULE FOR THE CERTIFICATES Year Ending October i Principal Interest Total In addition, under the Installment Purchase Agreement, the District has covenanted and agreed to adopt all ordinances and resolutions necessary in each year to ensure, to the extent possible, that Revenues to be collected in the ensuing fiscal year will be equal to no less than 125% of Debt Service for such fiscal year. Direct and Overlapping Debt The direct and overlapping debt applicable to the District, excluding the Certificates, is set forth on the following schedule. DIRECT AND OVERLAPPING DEBT SClui~u~E 1991-92 Assessed Valuation= $2,097,393,373 (after deducting 2504,208,664 redevelopsent incremental valuation) DIRECT AND OVERLAPPING BONDED DEBT: Z Applicable Debt 10/1/92 Riverside County Building Authorities RIverside County Board of Education Certificates of Participation Riverside County Free Library Authority 6.423 Metropolitan Water District 0,280 Eastern Municipal Water District, I.D. t25 100. EasterB Municipal Water District, I.D. tU8 90,757 Temecula Unified School District and Certificates of Participation 71.073 Hemet Valley Hospital District 2,666 Rancho California Water District Certificates of Participation Rancho California Water District, Rancho Division Rancho California Water District, Santa Rosa Division Rancho California Water District Community Facilities District #88-3 100. Riverside County Community Facilities District #88-12 IO0. Riverside County Assessment Districts #155, 156, 159 & 161 Temecula Community Services District Temecula Community Services District 1915 Act Bonds 3.901Z $ 20,619,887 3.901 935,737 28,582 1,910,818 130,OOO 8,535,696 26,014,986 64,165 42.365 64.889 84,886,450 8,841,126 805,520 8,185,000 18,325,000 48.320-100. IOO- 1OO. TOTAL GROSS DIRECT AND OVERLAPPING BONDED DEBT 71,878,909 4,500,000 (1: Less: Rancho California Mater District self-supporting Certificates of Participation $255,661,856 (2: TOTAL NET DIRECT AND OVERLAPPING BONDED DEBT 77,132,028 (1) Excludes Certificates to be sold. $178,529,828 28 (2) Excludes tax and revenue anticipation notes, revenue, mortgage revenue and tax allocation bonds and non-bonded capital lease obligations. Ratios to Assessed Valuation: Dtrec~ Debt ............... -- Z To~al Gross D~bt .......... 12.19Z Total Net Debt ............ 8.51% State School Buildinz Aid Renavable As Of 6/30/92: $0 Yv: ($350) Source: California Hunicipal Statistics, Inc. 29 ICetrain Information Concerning Overlappin~ Debt [City to provide average debt per District resident.] [City to provide average debt expressed as a percentage of total assessed valuation of taxable real and personal property in the District.] [City to provide average debt per District resident expressed as a percentage of per resident income.] Legal Debt Limits~ Tax limit The Act limits the amount of funded indebtedness that the District may incur. Except for the issuance of revenue bonds and general obligation bonds under certain circumstances, the District's funded indebtedness cannot exceedS percent of the assessed valuation of all real and personal property situated within the District. This limitation only applies to indebtedness which is to be paid by an ad valorem taxon real property. The Act further limits the annual property tax rate to one dollar per one hundred dollars of assessed valuation of all taxable property within the District, unless otherwise approved by a majority of the District's electors. This limitation does not prevent a community service district having a validly contracted general obligation bonded indebtedness from levying and collecting taxes for the payment of such indebtedness and the interest thereon, in addition to the taxes authorized to be levied and collected on the basis of an annual property tax. BASIC DOCEB4ENTATION For a description of the Trust Agreement, Installment Purchase Agreement and Assignment Agreement relating to the Certificates, see ,,APPENDIX A" hereto. FINANCIAL INFORMATION The audit performed by KPMG Peat Marwick ("KPMG") of the City's general purpose financial statements as of June 30, 1991 included an audit of the District's financial statements. According to KPMG's Independent Auditor's Report dated October 15, 1991, such financial statements "present fairly, in all material respects, the financial position of the City as of June 30, 1991, and the results of its operations and the cash flows of its proprietary fund type for the year then ended in conformity with generally accepted accounting principles." 3O The following table provides the actual fiscal 1991-92 expenditures by the District and comparable budqeted amounts for the 1992-93 fiscal year. , DISTRICT EXPENDITURES Actual Budgeted FY 1991-92 FY 1992-93 Salaries and Benefits Supplies and Services Capital Outlay--Vehicles and Equipment Capital Outlay--Park Improvements Operating Transfer Out--Debt Service Operating Transfer Out--Capital Projects Total 688,766 677,058 706,776 1,148,896 59,739 7,620 170,275 505,000 332,000 1,957,556 2,338,574 Source: Finance Department of the City 31 The following table provides changes in the fund balance of the District for 1990-91, 1991~92 and projected changes in the fund balance for ~92-9~. A CHANGES IN FUNDBALANCE OF THEDISTRICT Revenues Expenditures Revenues Over Expenditures Fund Balance, July 1, 1992 Fund Balance, June 30, 1993 Reserves: Reserve for Economic Uncertainty /Contingencies $ 2,338,576 (2.338,57A) -0- 568,981 568,981 233,857 Unreserved Fund Balance $ 335,124 Source: Finance Department of the City 32 No Litigation &ccording to District Counsel, there is no action, suit or proceeding known to be pending or threatened, restraining or enJoining the execution or delivery of the Certificates, the Trust Agreement, the Installment Purchase Agreement or the Assignment Agreement or in any way contesting or affecting the validity of the foregoing or any proceedings of the District taken with respect to any of the foregoing. Receipt of an opinion to this effect will constitute a condition to the Underwriter,s obligation to purchase the Certificates. Opinion of Special Counsel Brown & Wood, Special Counsel, will render an opinion with respect to the validity and enforceability of the Trust Agreement, Installment Purchase Agreement and Assignment Agreement against the District and the corporation, as applicable, and as to the validity of the Certificates. Copies of such approving opinion, in substantially the form of "APPENDIX C" hereto, will be available at the time of ~elivery of the Certificates. Tax Exemption In the opinion of Brown & Wood, Los Anqeles, California, Special Counsel, based on existing statutes, regulations, rulings and judicial decisions~an~ assuming '~ontinuing compliance by the District with certain covenants in the documents pertaining to the Certificates and requirements of the Internal Revenue Code of 1986, as amended, regarding the use, expenditure and investment of Certificate proceeds and the timely payment of certain amounts to the United States Treasury, the portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the Owners is not includable in the gross income of the Owners for purposes of federal income taxation. Failure to comply with such covenants and requirements may cause the portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the Owners to be includable in gross income retroactively to the date of issue. The portion of each installment Payment due under the Installment Purchase Agreement designated as and 33 comprising interest and received by the Owners will not be treated as an item of tax preference in calculating the alternative minimum taxable income of individuals or corporations; however, the portion of each Installment Payment due under the Installment Purchase Agreement designated as and comprising interest and received by the Owners will be included as an adjustment in the calculation of corporate alternative minimum taxable income and may, therefore, affect a corporation's alternative minimum tax and environmental tax liabilities. Ownership of tax-exempt obligations may result in collateral income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, certain foreign corporations doing business in the United States, certain S Corporations, and taxpayers that may be deemed to have incurred or continued indebtedness to purchase or carry tax- exempt obligations. Special Counsel expresses no opinion regarding any collateral federal income tax consequences and, accordingly, prospective purchasers of the Certificates should consult their tax advisors as to applicability of any such collateral consequences. In the further opinion of Special Counsel, interest with respect to the Certificates is exempt from present State of California personal income taxes. The form of opinion of Special Counsel is.attached hereto as "APPENDIX C" hereto. MISCELLANEOUS Ratings Moody's Investors Service has given the Certificates the rating of" "and Standard & Poor's Corporation has assigned the Certificates the rating of " ." Such ratings reflect only the views of such organizations, and an explanation of the significance of such ratings may be obtained from each rating agency. The District furnished to the rating agencies certain information and materials concerning the Certificates and the District. Generally, rating agencies base their ratings on such information and materials and on investigations, studies and assumptions made by the rating agencies themselves. There is no assurance that such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by such rating agencies, if in the judgment of such rating agencies, circumstances so warrant. Neither the District nor the Underwriter have undertaken any responsibility to bring to 34 the attention of the Owners of the Certificates any proposed change in or withdrawal of the ratings or to oppose any such proposed revision or withdrawal. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Certificates. The Underwriter The Certificates are being purchased by Sutro & Co. Incorporated (the "Underwriter"). The Underwriter has agreed to purchase the Certificates st a price of The Certificate Purchase Certificates if any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in such agreement, the approval of certain legal matters by counsel and certain other conditions. The Underwriter may offer and sell the Certificates to certain dealers and others at a price lower than the offering price stated on the cover page hereof. The offering price may be changed from time to time by the Underwriter. Financial Advisor Fieldman, Rolapp & Associates has acted as financial advisor to the District in connection with the execution, sale and delivery of the Certificates and will receive compensation from the District for its services.~ Under its letter agreement dated as of , 1992 with the City, Fieldman, Rolapp & Associates will provide services to the City which include, but are not limited to: preliminary surveys of the Project and coordination of financings; attendance at public meetings and conferences; consultation and advice; participation in work sessions and seminars; furnishing the City with information concerning current municipal securities market conditions and making recommendations as to the technical details of the financing; negotiation of the sale of the Certificates or providing assistance to the City in calling for competitive bids; working with rating agencies; attendance at and assistance in the coordination of the closing; computation of closing figures; furnishing a table of debt service setting forth actual semiannual and annual payments of principal and interest with respect to the Certificates; and assistance with the ongoing service and administration of the Certificates. 35 Interests of Certain Persons The fees to be paid to Brown & Wood, as Special Counsel, and to Fieldman, Rolapp & Associates, as financial advisor to the District, are contingent on the successful sale and delivery of the Certificates. ~ditional Information References are made herein and in the Appendices hereto to certain documents which are brief summaries thereof and which do not purport to be complete or definitive, and reference is made to such documents for a full and complete statement of the contents thereof. Copies of the Trust Agreement, Installment Purchase Agreement and Assignment Agreement, and other documents and information, are available upon request and upon payment to the District of a charge for copying, mailing and handling, from~MarV Jane Henry, 43174 Business Park Drive, Temecula, California 92590~ .Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the District and the purchasers or Owners of any of the Certificates. The execution and delivery of this Official Statement has been duly authorized by the District. TEMECULA COMMUNITY SERVICES DISTRICT By: Its: 36 V10333 [ 126871 O0000new GF..NEI~AL INFOI~NATION RI~IN6 THE CITY OF TENECUI~ THE CITY HAS PROVIDED THE FOLLOWING DATAAS GENERAL BACKGROUND INFORMATION ONLY. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT, THE CITY, THE COUNTY, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL, PREMIUM, IF ANY, OR INTEREST WITH RESPECT TO THE CERTIFICATES. General Information Following a vote by the residents thereof, the City was incorporated under the general laws of the State of California on December 1, 1989. The City covers approximately 26 square miles, and is located in southern California approximately 85 miles southeast of Los Angeles and 60 miles north of San Diego. The City is bisected by Interstate 15, which directly connects the City with San Diego, and Interstate 10, which connects the City with Los Angeles. Interstate 15 also directly connects with Highway 91 leading to Orange County and Interstate 215 leading to San Bernardino County. The City operates under a Council-Manager form of government. The Council of the City (the "City Council") appoints the City Manager, who heads the executive branch of government, implements City Council directires and policies, and manages administrative and operational functions through various department heads, who are appointed by the City Manager. The members of the City Council, the expiration dates of their terms, and key administrative personnel are listed below in Table A-1 and Table A-2. Member Patricia H. Birdsall Karel F. Lindemans Peg Moore* J. Sal Mufioz Ronald J. Parks TABLE A-1 CITY OF TEMECULA CITY COUNCIL MEMBERS Position Mayor Mayor Pro Tem Councilmember Councilmember Councilmember Term Expires November, 1994 November, 1992 November, 1992 November, 1992 November, 1994 *will not run for re-election. A-1 TABLE &-2 CITY OF TEMECUIA KEY AIIMXNISTRATIVE PERSONNEL Nan Position David F. Dixon Scott F. Field Mary jane Henry Tim D. Serlet June S. Greek City Manager City Attorney Finance Officer Director of Public Works City Clerk The City budgeted for 95 full-time employees for the 1992-93 fiscal year. The City~s police and fire department services are provided by the County and include 31 sworn police officers and 31 fireman. The City is serviced by one police station and two fire stations. [During fiscal 1990-91, the City Council elected to supplement the basic levels of police and fire services provided by the County to achieve optimum response times and service levels.] Other governmental entities, such as the State of California, the County, various school, water and other districts, also provide various levels of service to the City. Climate Warm summers and moderate winters are typical of the overall climate of the City. Annual average temperatures range from 80.5 degrees fahrenheit to a minimum of 46.3 degrees fahrenheit. Annual average precipitation is 11.58 inches. Population The community's population in 1980 was 8,324 and has grown in 1992 to approximately 35,650, an increase of 76 percent. A summary of the community's population and the State's population for the past five years is shown below in Table A-3. A-2 TABLEA-3 CITY OF TENECUI~AND STATE OF CALIFORNIA POPULXTION 1988-92 The City The State Year of Tesecula of California 1992 35,650 1991 32,000 30,351,000 1990 31,551 29,558,000 1989 N/A 28,701,000 1988 N/A 27,995,100 Mousinq The City's residents are offered a broad range of housing options from apartments to luxury custom homes. The median housing price as of was $192,000. Education According to a report issued in August 1990 by , the Temecula Valley Unified School Distr't~[ (the "School District") is one of the fastest growing school districts in the State of California. The total number of students in the School District jumped from approximately 6,000 students at to 9,000 students at the end of the 1991 school year. The School District encompasses five elementary schools, two middle schools, one high school and one continuation school. The University of California, Riverside has opened an extension center in the City, and Mt. San Jacinto Community College has opened a new campus ten miles north of the City to serve the community's growing population. Industry Table A-4 lists the major employers within the City and the estimated number individuals employed by each as of June 30, 1992. A-3 TABLE A-4 CITY OF TEMECULA LARGEST EMPLOYERS BY NUMBER OF EMPLOYEES as of June 30, 1992 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. Employer Advanced Cardiovascular Systems Temecula Valley Unified School District International Rectifier (Hexfet America) Hudson Respiratory Care, Inc. Professional Hospital Supply Bianchi Leather Products Banks and Savings and Loans Target Temecula Creek Inn Golf Resort Borg Warner Corporation Opto 22 Ranpac Engineering General Dynamics Rancho California Water District Lucky Stores Rancon Financial Albertsons Stater Brothers Milgard Mfg. Doubletree Suites Vons Companies, Inc. Number of Employees 750 675 600 400 250 225 223 220 197 183 180 150 140 127 120 110 100 100 87 70 60 Source: Temecula Chamber of Commerce A-4 The following Tables A-5 and A-6 list the major manufacturing and non-manufacturing employers in the City and surrounding area by number of employees. TABLE A-5 CITY OF TE~ECUI~AND SURROUNDING AREA MAJOR MANUFACTURING EMPLOYERS EmPlOYer &pproz~na=e Ho, of Employees-199! Type of Business Advanced Cardiovascular Systems Hudson OxyBen Company International Rectifer Professional Hospital Supply Bianchi Leather Products Borg-Warner Mechanical Seals Opto 22 General Dynamics California Curves. Inc. AhamTor (ATI) Nllgard Manufacturing American Industries Plant Equipment 750 400 600 250 225 183 180 120 98 87 85 75 Medlcal Devices Therapy Equipment Semi Conductors Medical Supplies Leather Goods Pump Parts Semi Conductors Defense Television Cabinets Heat Sinks Dual Claze Windows & Doors Remanufacturer Auto Parts Telephone Equipment Source: City of Temecula A-5 TABLE A-6 CITY OF TENECUI~ IMqD SOUNDING NAJOR NON-NANUFACTURING ENPLOYERS EBblover Approxiaate No, of gsoloyees-1991 Temecula Unified School District Von's, grater Bros,, Albertson*s Lucky's and Hughes Narkets Inland Valley Hospital Various Banks and Savings & Loans Target Stores Abraham Administrative Center Temecula Creek Inn Ranpat Engineering Corporation Rancho California gater District Rancon Financial U.S. Border Patrol Type of Business 675 Education 522 Grocery Stores 386 Medical 223 Financial 220 Retail 200 Government 197 Hotel 150 Engineering 130 Utility 110 Developer 77 Government Source: City of Temecula Aqriculture The City's climate and soil are particularly favorable for growing avocados, grapes and citrus crops, and there are currently 20 agricultural managements firms in the area. These firms manage agricultural production for thousands of acres of land owned by individual investors, partnerships and corporations oftentimes combining many small and medium sized parcels of land and operating them as if they were one large ranch to take advantage of certain economies of scale. A substantial wine industry has also developed in the City and its surrounding areas. Approximately 4,000 acres of land are planted with grapevines, and there are currently 12 local wineries that produce wine with grapes grown in the Temecula area. The following Table A-7 sets out the leading crops produced in the City. [Table to come from Fieldman, Rolapp & Associates or the City.] A-6 Commercial Activity The City's economic base is anchored by a number of companies that specialize in biomedical technology and supplies, high technology controls and semi-conductors. The City's retail base has been growing and during fiscal 1990-91, a 429,175 square foot regional retail center was opened. Another 273,584 square feet of retail space was occupied in fiscal 1991-92. Temecula is also home to twelve auto dealers including Honda, Toyota and Nissan. Table A-8 shows historical retail sales for certain types of businesses. [Table to come from Fieldman, Rolapp & Associates or the City.] Construction Activity In 1991, the City issued building permits valued in excess of $ . [to come from Fieldman, Rolapp & Associates or the City] City Financial Information Financial Records. The City's financial records for general governmental operations are maintained on a modified accrual basis, with revenues recorded when available and measurable, and expenditures recorded when services or goods are received and the liability incurred. Management of the City is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the City are protected from loss, theft or misuse and to ensure that adequate accounting data are compiled so that the City's financial statements can be prepared in conformity with generally accepted accounting principles. The internal control structure is designed to provide reasonable, but not absolute, assurance that the foregoing objectives are met. The concept of reasonable assurance recognizes that: (1) the cost of the control should not exceed the benefits likely to be derived; and (2) the valuation of costs and benefits requires estimates and judgments by management. Budqetary Policy and Control. The City Council annjally adopts a budget by resolution. The City's Finance Officer is responsible for preparing the budgets for each fund in accordance with the fund's basis of accounting and is also responsible for implementing the budget after adoption. All appropriations lapse at year end. The City A-7 Manager has the legal authority to transfer operating budget appropriations within a budgetary department provided that total appropriations for a department are not changed. Changes to total departmental appropriations require approval of the City Council. The City maintains budgetary controls to ensure compliance with legal provisions embodied in the annual budget adopted by the City Council. The level of budgetary control (that is, the level at which expenditures cannot legally exceed the appropriated amount) is established by department. Tables. Tables A-9 through A-11 have been prepared by the City Finance Department from audited financial statements. Table A-9 presents the general revenues to the City by source since incorporation. TABLE A-9 GENERAL GOVERNMENT ~ BY SOURCE ( From Incorporation ) Source Taxes Licenses and permits Intergovernmental Charges for service Fines and forfeitures Use of money and property Annexation fees Other Total Revenues 1991 7,931,203 1,470,552 3,000,442 8,025,496 145,813 511,522 8,400 112,159 $21,205,587 1990 (7 months only) $1,741,086 45,661 1,040,796 185,055 7,220 48,873 9,600 57,078 $3,135,369 Note: Source: Includes all governmental fund types City Finance Department A-8 Table A-10 presents the general governmental expenditures by function from incorporation. TAN~A-10 GENERAL GOVERNMENTA~EXPENDIT01ES BY FUNCTION FROM ~CORPORATION Function General government Public safety Public works Community development Community services Capital outlay Total Expenditures 1990 1991 [7 months only) 1,919,700 $ 615,152 2,927,974 97,414 515,247 7,920 4,293,252 195,590 1,132,293 346,330 1,284,520 82,579 $12,072,986 $1,344,985 Note: Includes all governmental fund types Source: City Finance Department Table A-11 shows the assessed value of taxable property for the year ended June 30, 1991. TABLEA-11 CITY OF TEMECULA ASSESSED AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY FOR THE YEAR ENDED JUNE 30, 1991 (Values In Thousands) Fiscal Total Exenptions Net Net Total Estiaated Year Secured and Veteran Assessed Exemptions Assessed Actual Taxes Unsecured Church, etc. Value Homeowners VS~ue Value 1991 $2,228,686 1(8,108) 12,220,578 $(27,927) $2,192,651 $2,192,651 Source: Riverside County Assessor's Office A-9 Construction, Bank De~osits, and Property Values. Construction, bank deposits and property values within the City for the year ended June 30, 1991 are set forth in the following Table A-12. TABLEA-12 CONSTRUCTION, BANK DEPOSITS, AND PROPERTY VALUE FORT HE YEAR ENDEDJD~E 30, 1991 (Value In Thousands) Comsercial lesidentisl hnl~ Property Construction Construction ikDosits Values (1) (l) s/a (2) (3) Fiscal Nuuber Number Year of Units Value of Units Value Deposits Commercial iestdenClal 1991 181 $17,3~6 387 $6,~07 N/A (2) $1,270,735 $1,353,396 Source: (1) Ct=y Building and Safety Depar=ment (2) 1991 da:a unavailable (3) Coun=y Land Use S:a=is:ical Recap Report Principal Taxpayers The City's principal taxpayers as of June 30, 1991 and their 1991 assessed value are set forth in Table A-13 below: A-10 TABLE A-13 CITY OF TEMECDIa PRINCIPAL TAXPAYERS as of June 30, 1991 10. TaxDiver Eancbo California Development Co. International Rectifier Corp. Advanced Csrdiovascular Systems, Inc. Taylor ~oodrow Homes Calif. Ltd. Eli Lilly & Company Rancho Regional Shopping Center Inc. Bedford Development Co. Acacia Construction Inc. First Pruden=ial Corp. Margarl=a Vlllage Development Co. Type of Business Real Estate Dev. Hanufacturer Hanufac=urer Real Estate Dev. Pharmaceutical Shoppin~ Center Dev. Real ~state Dev. Cons=ructlon Real ~state Dev./ Holdln8 Co. Real ~s=a~e Dev. 1991 assessed Valuation (in thousands) $126,570 57,9~2 ~5,107 25,567 22,502 21,066 18,663 16,762 16,561 16,190 $366,930 Percents2. of Total Assessed ~aluation 5.68Z 2.60Z 2.02Z l.l&Z 1.01l 0.95I 0.8~ 0·751 0.7~! 0.73Z 16.~6~ Source: RIverside County Assessor's Office A-11 APPENDIX B b~Y OF THE DOCUMBHTS [To come from Brown & Wood. ] ~PENDIX C PROPOSED FOI~ OF OPINION OF SP~CZF. AL COUNSEL [To come from Brown & Wood. ] C-1 ITEM NO. 3 BYLAWS OF TEMECULA PUBLIC FACILITIES FINANCING CORPORATION ARTICLE I. Name, Or~an~za=~on and Purpose. Principal Office Section 1.01. Name. The name of this corporation is TEMECULA PUBLIC FACILITIES FINANCING CORPORATION (hereinafter referred to as the "Corporation.). Section 1.02. Organization, Purpose and Use of Funds. The Corporation is a nonprofit public benefit corporation organized under the Nonprofit Public Benefit Corporation Law of the State of California to provide financial assistance to the City of Temecula (the "City"), its special districts and other related entities, by acquiring, constructing, rehabilitating, remodeling, improving, installing and financing various facilities, land and equipment, and the sale and leasing of facilities, land and equipment (collectively, "facilities.) for the use, benefit and enjoyment of the public served by the City and any other purpose incidental thereto. The activities of the Corporation shall be limited to the activities described in its Articles of Incorporation. No gains, profits or dividends shall be distributed to any of the Directors or officers of the Corporation; and no part of the net earnings, funds or assets of the Corporation shall inure to the benefit of any Director or any other person, firm or corporation excepting only the City. Section 1.03. Principal Office. The principal office of the Corporation is hereby fixed and located at the offices of the City of Temecula, presently located at 43174 Business Park Drive, Temecula, California 92590. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another. Any such change shall be noted by the Secretary opposite this section, but shall not be considered an amendment to these Bylaws. ARTICLE II. No Members Section 2.01. No Members. Pursuant to Section 5310 of the Nonprofit Public Benefit Corporation Law, the bylaws of a nonprofit public benefit corporation may provide that the corporation shall have no members. The Corporation shall have no members. ARTICLE III. Directors Section 3.01. ~owers. Subject to limitation of the Articles of Incorporation, or the Bylaws, and of the California Nonprofit Public Benefit Corporation Law, and subject to the duties of Directors as prescribed by the Bylaws, all powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be w\6636000004 \by- laws 2 controlled by, the Board of Directors. No Director shall be responsible for any error in judgment or for anything that he or she may do or refrain from doing in good faith. Without 'prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers, to wit: First - to select and remove all the other officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law or the Articles of Incorporation or Bylaws, fix their compensation and require from them security for faithful service; Second To conduct, manage and control the affairs and business of the Corporation and to make such rules and regulations therefor not inconsistent with law or the Articles of Incorporation or Bylaws, as they may deem best; and Third - To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefor, in the name of the Corporation, p~omissory notes, bonds, certificates of participation, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor. w\6636000004 \by- laws Section 3.02. Number of Directors. The authorized number of Directors shall be five until changed by amendment of the Articles of Incorporation or by amendment of the Bylaws. Section 3.03. Selection and Term of Office. The Directors of the Corporation shall be the members of the City Council of the City. Each Director shall hold office for a term concurrent with such Director's term as a member of the City Council of the City. Unless a vacancy in the office occurs, the Director appointed shall hold office until the expiration of his/her term and until a successor has been designated and has accepted the office. Section 3.04. Vacancies. Subject to the provisions of Section 5226 of the Nonprofit Public Benefit Corporation Law of the State of California, any Director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be selected before such time, to take office when the resignation becomes effective. A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation, or removal of any Director, or if the authorized number of Directors is increased. Vacancies in the Board shall be filled in the same manner as the Director whose office is vacant was selected. Each Director so selected shall hold office until the expiration of the term of w\6636000004 \by- laws 4 the replaced Director and until a successor has been selected and has accepted the office. Section 3.05. Organization and Annual Meetings- The Board of Directors shall hold an annual meeting for the purpose of organization, selection of officers, and the transaction of other business. Subject to Section 3.11, annual meetings of the Board shall be held without call or notice on the date of the regularly scheduled meeting of the City Council of the City of Temecula at its first regularly scheduled meeting in December; provided, however, should said day fall upon a holiday observed by the Corporation at its principal office, then said meeting shall be held at the same time on the next day thereafter ensuing which is a full business day. Section 3.06. Regular Meetings. The Board of 'Directors by resolution may provide for the holding of regular meetings and may fix the time and place of holding such meetings. Notice of regular meetings need not be given. Section 3.07. Special Meetincs: Notice Waiver. A special meeting of the Board of Directors shall be held whenever called in accordance with Section 3.11 hereof. Section 3.08. Adiourned Meetings: Notice of Adiournment. The Board of Directors may adjourn any regular, adjourned regular, special or adjourned special meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of w\ 6636000004 \by- laws 5 the place where the regular, adjourned regular, special or adjourned special meeting was held within 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meeting is a regular meeting for all purposes. Section 3.09. Ouorum. A majority of the Directors then holding office shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors unless a greater number is required by law or by the Articles of Incorporation. Section 3.10. Fees and Compensation. Directors shall receive no compensation or expenses for their services as Directors. Section 3.11. Ralph M. Brown Act. Notwithstanding any of the provisions of these Bylaws to the contrary, all meetings of Directors shall be subject to the Ralph M. Brown Act, coL~,encing at Section 54950 of the Government Code of the State of California. Section 3.12. Conduct of Meetings. The President or, in his/her absence, the Vice President, or a Chairman chosen by a majority of the Directors present, shall preside. ARTICLE IV. Officers w\6636000004 \by- laws 6 Section 4.01. Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, one or more additional Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed by the Board of Directors. One person may hold two or more offices, except that the offices of President and Secretary or President and Treasurer may not be combined. Section 4.02. Election. The officers shall be chosen annually by the Board of Directors and each shall hold office until the officer shall resign, be removed, or otherwise disqualified to serve, or the officer's successor shall be elected and qualified. Section 4.03. Removal and Resignation. Any officer may resign, or may be removed, with or without cause, by the Board of Directors at any time. Vacancies caused by death, resignation or removal of any officer may be filled by appointment by the Board of Directors, or by the President until such appointment by the Board of Directors. Section 4.04. President. The President shall be the executive officer of the Corporation an~, subject to the control of the Board of Directors, shall have general supervision, direction and control of the affairs of the Corporation. The President shall preside at all meetings of members and meetings of the Board of Directors. w\6636000004 \by- laws Section 4.05. Vice President. In the absence or disability of the President, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for the Vice President respectively by the Board of Directors or by the Bylaws. Section 4.06. Secretary. The Secretary shall keep at the principal office of the Corporation a book of minutes of all meetings of Directors, with the time and place of holding, how called or authorized, the notice thereof given, and the names of those present at Directors' meetings. Section 4.07. Treasurer. The Treasurer shall be the chief financial officer and shall keep and maintain adequate and correct books of account showing the receipts and disbursements of the Corporation, and an account of its cash and other assets, if any. Such books of account shall at all reasonable times be open to inspection by any Director. The Treasurer shall deposit all moneys of the Corporation with such depositories as are designated by the Board of Directors, and shall disburse the funds of the Corporation as may be ordered by the Board of Directors, and shall render to the President or the Board of Directors, upon request, statements of the financial condition of the Corporation. w\6636000004 \by- laws 8 Section 4.08. Subordinate Officers. Subordinate officers shall perform such duties as shall be prescribed from time to time by the Board of Directors or the President. ARTICLE V. Miscellaneous Section 5.01. Execution of Documents. The Board of Directors may authorize any officer or officers as agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or other person shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount. Section 5.02. Inspection of Bylaws. The Corporation shall keep in its principal office the original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by members of the public and the Directors at all reasonable times during office hours. Section 5.03. Annual Report. The annual report referred to in Section 6321 of the Nonprofit Public Benefit Corporation Law of the State of California is expressly dispensed with. Section 5.04. Fiscal Year. The fiscal year of the Corporation shall begin July 1 and end on the last day of June of w\6636000004 \by- laws 9 each year, except the first fiscal year which shall run from the date of incorporation to June 30, 1993. Section 5.05. Dissolution. In the event of dissolution of the Corporation in any manner and for any cause, after the payment or adequate provision for the payment of all of its debts and liabilities, all of the remaining funds, assets and properties of the Corporation shall be paid or distributed to the City. Section 5.06. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Nonprofit Public Benefit Corporation Law of the State of California shall govern the construction of these Bylaws. If any~section, subsection, sentence, clause or phrase of these Bylaws, or the application thereof, is contrary to the Nonprofit Public Benefit Corporation Law of the State of California, the prcvisions of that. law shall prevail. Without limiting the generality of the foregoing the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term "person" includes a corporation as well as a natural person. ARTICLE VI. Amendments Section 6.01. Power of Directors. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote of w\6636000004 \by- laws 10 the Board of Directors. No amendment to these Bylaws shall be effective until approved by the Board of Directors. w\6636000004 \by- laws 11 ITEM NO., 4 APPROVAL CITY ATTORNEY / CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council (Acting as Board of Directors Corporation) of Temecula Public Facilities Financing FROM: Kenneth Lind, Incorporator DATE: October 6, 1992 SUBJECT: Election of Officers PREPARED BY: June Greek, City Clerk RECOMMENDATION: That the Board of Directors Elect a member of the Board of Directors to serve as the President of the Corporation. Elect a member of the Board of Directors to serve as the Vice President of the Corporation. Elect a Secretary to serve as the Corporate Secretary. Elect a Treasurer to serve as the Chief Financial Officer. BACKGROUND: Section 4.01 of the Bylaws of the Temecula Public Facilities Financing Corporation calls for the election of a President, a Vice President, a Secretary and a Treasurer. It is customary that the President and Vice President be selected from the members of the Board of Directors. The office of Secretary is customarily filled by the City Clerk who has responsibility for minutes, records and noticing for the City. The office of Treasurer is customarily filled by the City Treasurer whose duties for the City are similar to those detailed in the bylaws. ITEM NO. 5 APPROVAX>~ CITY FINANCE OFFICER CITY MANAGER TEMECULA PUBLIC FACILITIES FINANCING CORPORATION AGENDA REPORT TO: City Manager/Board of Directors FROM: Mary Jane Henry, Finance Officer DATE: October 6, 1992 SUBJECT: Resolution No. PFFC 92- Authorizing the Preparation, Sale and Delivery of Certificates of Participation of a Trust Agreement for the Community Recreation Agreement. RECOMMENDATION: That the Board of Directors adopt a resolution entitled: RESOLUTION NO. PFFC 92- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FACILITIES FINANCING CORPORATION AUTHORIZING THE PREPARATION, SALE AND DELIVERY OF NOT TO EXCEED $6,000,000 CERTIFICATES OF PARTICIPATION (COMMUNITY RECREATION CENTER PROJECT), SERIES 1992, AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, AN INSTALLMENT PURCHASE AGREEMENT, AN ASSIGNMENT AGREEMENT AND A CERTIFICATE PURCHASE CONTRACT, APPROVING A FORM OF OFFICIAL STATEMENT, AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH. DISCUSSION: In order to facilitate the sale of bonds for the Temecula Community Services District (Community Recreation Center Project), the Board of Directors needs to adopt the attached resolution. Attachment: Resolution No. PFFC 92- V:\WP~Pf:FCBOND.AGN RESOLUTION NO. PFFC 92- RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FACHATIES FINANCING CORPORATION AUTHORIZING THE PREPARATION, SALE AND DELIVERY OF NOT TO EXCEED $6,000,000 CERTIFICATES OF PARTICIPATION (COMMUNITY RECREATION CENTER PROJECT), SERIES 1992, AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, AN INSTALLMENT PURCHASE AGREEMF~NT, AN ASSIGNMI~NT AGI~E~MI~NT AND A CERTIFICATE PURCHASE CONTRACT, APPROVING A FORM OF OFFICIAL STA~, AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the Temecula Public Facilities Financing Corporation is nonprofit public benefit corporation organized and existing under the laws of the State of California (the "Corporation") with the authority to assist in the financing of the construction of a community recreation center by the Temecula Community Services District (the "District'); and WHEREAS, the District and the Corporation desire to enter into that certain Installment Purchase Agreement, dated as of October 1, 1992 (the "Installment Purchase Agreement"), by and between the District and the Corporation, the form of which has been presented to this Board of Directors at this meeting pursuant to which the District will agree to purchase the Project (as defined in the Installment Purchase Agreement) in connection therewith which will be pledged to the owners of the Certificates of Participation (defined below) by the Corporation pursuant to a Trust Agreement, dated as of October 1, 1992 (the "Trust Agreement"), by and among the Trustee named therein, as trustee, the District and the Corporation, the form of which has been presented to this Board of Directors at this meeting; and WHEREAS, the Corporation will assign to the Trustee payments under the Installment Purchase Agreement, such assignment to be made pursuant to an Assignment Agreement, dated as of October 1, 1992 (the "Assignment Agreement"), by and between the Corporation and the Trustee, the form of which has been presented to this Board of Directors at this meeting; and WHEREAS, the CorpOration and the District have determined that it would be in the best interests of the Corporation, the District and citizens of the community to authorize the preparation, sale and delivery of Certificates of Participation in an aggregate principal amount not to exceed $5,000,000 (the "Certificates"), which Certificates evidence proportionate interests in the Series 1992 Installment Payments to be made pursuant to the Installment Purchase Agreement; and WHEREAS, it is desirable that the Certificates be offered for public sale and the District expects to award the Certificates to Sutro & Co. Incorporated (the "Underwriter") pursuant to the terms of the Certificate Purchase Contract, by and among the District, the Corporation and the Underwriter, the form of which has been presented to this Board of Resos pffc 01 -1- Directors at this meeting; NOW, THEREFORE, the Board of Directors of the Corporation does hereby resolve as follows: SECTION 1. Certificates. The Board of Directors hereby authorizes the preparation, sale and delivenj of the Certificates in an aggregate principal mount not to exceed $6,000,000 to the Underwriter at a discount, including Underwriter's discount and original issue discount, if any, not to exceed %, and at a net interest cost not to exceed % pursuant to the Certificate Purchase Contract and the Trust Agreement. The person executing the Certificate Purchase Contract shall approve the final discount, the final net interest cost and the final principal mount, his/her execution of the Certificate Purchase Contract to be conclusive evidence of the approval thereof. The purposes for which the proceeds of the sale of the Certificates shall be expended are to finance the construction of a community recreation center in the City of Temecula, to fund a reserve fund, if necessary, to pay accrued interest, if any, and to pay the costs of the sale and delivery of the Certificates. SECTION 2. Trust Agreement. The Trust Agreement presented at this meeting is approved. The President or Vice-President of the Corporation or the President's designee is authorized and directed to execute and deliver said agreement. The agreement shall be executed in substantially the form hereby approved, with such additions thereto and changes therein as are recommended or approved by Special Counsel to the Corporation and approved by such officers of the Corporation executing the document, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3. Installment Purchase Agreement. The Installment Purchase Agreement presented at this meeting is approved. The President or Vice-President of the Corporation or the President's designee is authorized and directed to execute and deliver said agreement. The Agreement shall be executed in substantially the form hereby approved, with such additions thereto and changes therein as are recommended or approved by Special Counsel to the Corporation and approved by such officers of the Corporation executing the document, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 4. Assignment Agreement. The Assignment Agreement presented at this meeting is approved. The President or Vice-President of the Corporation or the President's designee is authorized and directed to execute and deliver said agreement. The agreement shall be executed in substantially the form hereby approved, with such additions thereto and changes therein as are recommended or approved by Special Counsel to the Corporation and approved by such officers of the Corporation executing the document, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 5. Certificate Purchase Contract. The Certificate Purchase Contract presented at this meeting is approved. 'I:he President or Vice-President of the Corporation or the President's designee is authorized and directed to execute and deliver said agreement. The Resos pffc 01 -2- Agreement shall be executed in substantially the form hereby approved, with such additions thereto and changes therein as are recommended or approved by Special Counsel tot he Corporation and approved by such officers of the Corporation executing the document, such approval to be conclusively evidence by the execution an delivery thereof. SECTION 6. Official Statement. The Preliminary Official Statement presented at this meeting is approved. The President or Vice-President of the Corporation or the President's designee is authorized and directed to finalize the Preliminary Official Statement. The Board of Directors of the Corporation hereby approves the distribution and use of a Preliminary Official Statement and final Official Statement in connection with the offer and sale of the Certificates by the Underwriter. SECTION 7. Other Actions. The President and the Secretary, and such other officers of the Corporation, are authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the sale and delivery of the Certificates, and the delivery of the Certificate Purchase Contract, the Official Statement, the Installment Purchase Agreement, the Assignment Agreement and the Trust Agreement, and otherwise effectuate the purposes of this Resolution, and such actions previously taken by such officers are hereby ratified and confirmed. SECTION 8. EffeCt. This Resolution shall take effect from and after its date of adoption. ADOFrED, PASSED AND APPROVF. r~, this 6th day of October, 1992. President Secretary Reso$ pffc 01 -3- ITEM NO. 6 APPROVAL CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council (Acting as Board of Directors of Temecula Public Facilities Financing Corporation) FROM: Kenneth Lind, Incorporator DATE: October 6, 1992 SUBJECT: Application For Tax Exempt Status PREPARED BY: June Greek, City Clerk RECOMMENDATION: Authorize Brown & Wood to file an application with the Franchise Tax Board for State tax exemption and with the Internal Revenue Service for Federal Tax exemption. BACKGROUND: It is recommended that the Public Facilities Financing Corporation Board of Directors authorize Brown & Wood to file the necessary applications for exemption with the Federal and State taxing agencies. Kenneth Lind of the firm of Brown & Wood has mailed the first year's Franchise Tax Board payment to the Secretary of State's office at the time of incorporation. When the corporation is determined to have exempt status, that money will be refunded to the Corporation. ITEM NO. 7 APPROVAL CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council (Acting as Board of Directors Corporation) of Temecula Public Facilities Financing FROM: Kenneth Lind, Incorporator DATE: October 6, 1992 SUBJECT: Appointment of Special Counsel PREPARED BY: City Clerk June Greek RECOMMENDATION: Designate the law firm of Brown & Wood as general counsel to the Corporation for the proposed certificates of participation. BACKGROUND: It is the practice of the securities industry that Certificates of Participation (COP), which represent tax-exempt interest, be issued subject to the approval of special counsel who are knowledgeable in the area of municipal financing. The City has agreed that the law firm of Brown & Wood be authorized to act as special counsel on the proposed certificates of participation to be sold for the construction of the'Project to be sold to the District. As the Corporation is an independent entity it is advisable that the Corporation have designated general counsel if needed. The fee for the services of general counsel regarding the certificates of participation is provided for out of certificate proceeds.