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Home My WebLink About112701 CC AgendaIn compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk (909) 694-6444. Notification 48 hours prior to a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title II] AGENDA TEMECULA CITY COUNCIL A REGULAR MEETING CITY COUNCIL CHAMBERS 43200 BUSINESS PARK DRIVE NOVEMBER 27, 2001 - 7:00 P.M. At approximately 9:45 P.M., the City Council will determine which of the remaining agenda items can be considered and acted upon prior to 10:00 P.M. and may continue all other items on which additional time is required until a future meeting. All meetings are scheduled to end at 11:00 P.M. 5:30 P.M. - Closed Session of the City Council/Redevelopment Agency pursuant to 'Government Code Sections: Conference with City Attorney and legal counsel pursuant to Government Code SectiOn 54956.9(a) with respect to one matter of exiSting litigation' invol'~ing the City. The fOllowing case will be discusSed: '1) City of Temecula v. Lennar Homes. Conference with City Attorney and legal counsel pursuant to Government Code'~SeCtion 54956.8 regarding real property negotiatiOns, property located at APN ~No, 92'1,680-014, APN 92'1-680.002, and APN 92'1-680~0'18, generally located East Of Ynez Road and Motor Car Parkway. Negotiation is the priCe and terms of the real property interests~ The Negotiating Parties are: The City of T~mecula/Redevelopment Agency and Guidant Corporation. City n~gqt, iators are Shawn Nelson, Jim O'Grady, and John Meyer. Conference with City Attorney and legal counsel pursuant to Government Code'Section 54956,9(b)('1) with respect to one matter of potential litigation. With i'espect to such matters, the City Attorney has determined that a point has been reached where there is significant exposure to litigation involving the City based on existing facts and circumstances and the City will decide whether to initiate litigation. 4. Conference with City Attorney and legal counsel pursuant to Government code Section 54956.8 regarding real property negotiations, property located at 4229'1 Sixth Street. Under negotiation is the price and terms of the real property interests. The negotiating parties are: The City of Temecula/Redevelopment · Agenby and Affirmed HoUsing. C!ty/Agency negotiators are Shawn Nelson, Jim O?GradY and John Meyer; public Inform~ation concerning existing litigation between the City and various parties maybe acquired by reviewing the Public documents he d by the City Clerk, R:~Agenda\112701 1 Next in Order: Ordinance: No. 2001-16 Resolution: No. 2001-101 CALL TO ORDER: Prelude Music: Invocation: Flag Salute: ROLL CALL: Mayor Jeff Comerchero Eve Craig Pastor Randy Ponder, The Lamb's Fellowship Cub Scout Pack 384 Naggar, Pratt, Roberts, Stone, Comerchero PRESENTATIONS/PROCLAMATIONS 2001 Project of the Year Award - Pala Road Bridge - American Public Works Association, Southern California Chapter Riverside/San Bernardino Branch PUBLIC COMMENTS A total of 30 minutes is provided so members of the public may address the Council on items that appear within the Consent Calendar or ones that are not listed on the agenda. Speakers are limited to two (2) minutes each. If you desire to speak to the Council on an item which is listed on the Consent Calendar or a matter not listed on the agenda, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all Public Hearing or Council Business matters on the agenda, a "Request to Speak" form must be flied with the City Clerk prior to the Council addressing that item. There is a five (5) minute time limit for individual speakers. CITY COUNCIL REPORTS Reports by the members of the City Council on matters not on the agenda will be made at this time. A total, not to exceed, ten (10) minutes will be devoted to these reports. CONSENT CALENDAR NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the City Council request specific items be removed from the Consent Calendar for separate action. R:~Agenda\112701 2 1 Standard Ordinance and Resolution Adoption Procedure RECOMMENDATION: 1.1 Motion to waive the reading of the text of all ordinances and resolutions included in the agenda. 2 Resolution Approvinq List of Demands RECOMMENDATION: 2.1 Adopt a resolution entitled: RESOLUTION NO. 01- A RESOLUTION OF THF: CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBITA 3 Professional Services Agreement for Landscape Architectural Services for State Highwav 79 South, Sidewalk, Landscapinq, and Irrigation Improvements - Proiect No. PW01-02 RECOMMENDATION: 3.1 Approve an agreement with Peter D. Brandow & Associates in an amount not to exceed $38,920.00 to provide as needed landscape architectural services for the State Highway 79 South, Sidewalk, Landscaping, and Irrigation Improvements - Project No. PW01-02 and authorize the Mayor to execute the agreement; 3.2 Authorize the City Manager to approve Change Orders not to exceed the contingency amount of $3,892.00, which is equal to 10% of the agreement amount. 4 Professional Design Services Agreement for Bridge Barrier Rail Replacement - Proiect No. PW-01-09 RECOMMENDATION: 4.1 Approve a Professional Services Agreement with Simon Wong Engineering in an amount not to exceed $43,580.00 to provide design services for the Bridge Barrier Rail Replacement at the Rainbow Canyon Road Bridge over Pechanga Creek and the Del Rio Road Bridge over Empire Creek, Project No. PW-01-09, and authorize the Mayor to execute the agreement; 4.2 Authorize the City Manager to approve amendments/change orders not to exceed the contingency amount of $4,358.00 which is equal to 10% of the agi'eement. R:~Agenda\112701 3 5 Completion and Acceptance for the Pavement Manaqement System - Proiect No. PW99- 17 - Jefferson Avenue Pavement Rehabilitation RECOMMENDATION: 5.1 Accept the project for the Pavement Management System - Project No. PW99-17 - Jefferson Avenue Pavement Rehabilitation, as complete; 5.2 File a Notice of Completion, release the Performance Bond, and accept a one-year Maintenance Bond in the amount of 10% of the contract; 5.3 Release the Materials and Labor Bond seven (7) months after filing the Notice of Completion, if no liens have been filed. Completion and Acceptance for the Installation of a Traffic Siqnal at Marqarita Road and Stonewood Road - Pr~oiect No. PWO0-18 RECOMMENDATION: 6.1 Accept the project for the installation of a traffic signal at Margarita Road and Stonewood Road - Project No. PW00-18 - as complete; 6.2 File a Notice of Completion, release the Performance Bond, and accept a one-year Maintenance Bond in the amount of 10% of the contract; 6.3 Release the Materials and Labor Bond seven (7) months after filing the Notice of Completion, if no liens have been filed. Solicitation of Construction Bids for Rancho California Road Median Modifications at Town Center Plaza - Proiect No. PWO0-02 RECOMMENDATION: 7.1 Approve the Project Plans and Specifications and authorize the Department of Public Works to solicit bids for the Rancho California Road Median Modifications at Town Center Plaza - Project No. PW00-02. Award of Construction Contract for Traffic Sic~nal and Delineation Modifications - Winchester Road (State Route 79 North), Northbound 1-15 Ramps to Ynez Road - Proiect No. PW00-31 RECOMMENDATION: 8.1 Approve the Plans and Specifications for Traffic Signal and Delineation Modifications, Winchester Road (State Route 79 North), Northbound 1-15 Ramps to Ynez Road - Project No. PW00-31; 8.2 Award a construction contract for Traffic Signal and Delineation Modifications, Winchester Road (State Route 79 North), Northbound 1-15 Ramps to Ynez Road -, Project No. PW00-31 to DBX, Inc in the amount of $32,390.00 and authorize the Mayor to execute the contract; R:~Agenda\112701 4 8.3 Authorize the City Manager to approve change orders not to exceed the contingency amount of $3,239.00 which is equal to 10% of the contract amount. 9 Maintenance Aqreement for the Pala Road Bridqe Habitat Restoration Area - Proiect No. PW95-15LS RECOMMENDATION: 9.1 Approve the Maintenance Agreement for the five-year maintenance of the habitat restoration area associated with the construction of the Pala Road Bridge within the amount of $38,000.00; 9.2 Authorize the Mayor to execute the agreement. 10 Grant Wdtinq Services for Library Bond Act RECOMMENDATION: 10.1 Award a contract in the amount of $27,815.00 to Beverley Simmons and Associates-Library Management Consultants for the preparation of the Library Bond Act Application; 10.2 Authorize the City Manager to approve change orders not to exceed $2,781.00 which is equal to 10% of the contract amount. 11 Award of Contract - State Lobbyist RECOMMENDAITON: 11.1 Approve the contract for State lobbying services to be provided by the Wilson Group, LLC in the amount of $3,500.00 per month for a total amount of $24,500.00 for the remainder of the current fiscal year. This contract will remain in effect through June 30, 2002 and may be extended based upon performance. 12 California Office of Traffic Safety lOTS) Grants RECOMMENDATION: 12.1 Authorize the City Manager to execute and accept the State of California Office of Traffic Safety Grant amount totaling $102,000.00 for Temecula Police Department; 12.2 Authorize the City Manager to execute and accept the State of California Office of Traffic Safety Grant amount totaling $49,000.00 for Temecula Fire Department. 13 Liability Insurance Renewal RECOMMENDATION: 13.1 Approve the City of Temecula Liability Insurance Policy Renewal with Royal Indemnity Company/Specialty National Insurance Company, in the amount of $140.291 general liability plus $10,198 automobile physical damage insurance for a total of $150,489 for the period of December 1, 2001, through December 1, 2002. R:~Agenda\112701 5 14 Second Readinq of Ordinance No 01-15 RECOMMENDATION: 14.1 Adopt an ordinance entitled: ORDINANCE NO. 01-15 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA, AMENDING SECTION 10.28.010(d) OF THE TEMECULA MUNICIPAL CODE REGARDING PRIMA FACIE SPEED LIMITS TO INCLUDE VALLE JO AVENUE BETWEEN SANTIAGO ROAD AND CABRILLO AVENUE, AND JEDEDIAH SMITH ROAD BETWEEN STATE ROUTE 79 SOUTH AND DE PORTOLA ROAD/YNEZ ROAD 15 Declaration of Results of November 6, 2001 Election RECOMMENDATION: 15.1 Adopt a resolution entitled: RESOLUTION NO. 01- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, RECITING THE FACT OF THE GENERAL MUNICIPAL ELECTION HELD ON TUESDAY, NOVEMBER 6, 2001, DECLARING THE RESULTS AND SUCH OTHER MATTERS AS PROVIDED BY LAW SWEARING IN CEREMONY OF NEWLY ELECTED CITY COUNCILMEMBERS Swear in Jeff Comerchero, Ron Roberts, and Jeff Stone to serve a full four-year term on the Temecula City Council and present Certificates of Election. Comments by newly elected officials, followed by a reception in their honor. RECESS TO HOLD RECEPTION RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF THE TEMECULA COMMUNITY SERVICES DISTRICT, THE CITY OF TEMECULA REDEVELOPMENT AGENCY, AND THE TEMECULA PUBLIC FINANCING AUTHORITY R:~Agenda\112701 6 TEMECULA' COMMUN ~:SERVICES DISTRIc MEETING Next in Order: Ordinance: No. CSD 2001-01 Resolution: No. CSD 2001-15 CALL TO ORDER: President Jeff Stone ROLL CALL: DIRECTORS: Comerchero, Naggar, Pratt, Roberts, Stone PUBLIC COMMENTS A total of 15 minutes is provided so members of the public may address the Board of Directors on items that are not listed on the agenda or on the Consent Calendar. Speakers are limited to two (2) minutes each. If you decide to speak to the Board of Directors on an item not on the agenda or on the Consent Calendar, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all other agenda items, a "Request to Speak" form must be filed with the City Clerk Prior to the Board of Directors addressing that item. There is a five (5) minute time limit for individual speakers. Anyone wishing to address the Board of Directors should present a completed pink "Request to Speak" form to the City Clerk. When you are called to speak, please come forward and state your name and address for the record. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes of November 13, 2000. DIRECTOR OF COMMUNITY SERVICES REPORT GENERAL MANAGER'S REPORT BOARD OF DIRECTORS' REPORTS ADJOURNMENT Next regular meeting: Tuesday, December 11, 2001, 7:00 PM, City Council Chambers, 43200 Business Park Drive, Temecula, California. R:LAgenda\112701 7 TEMECUEA REDEVEI_OPMEN~ AGENCY MEETING Next in Order: Ordinance: No. RDA 200'1-01 Resolution: No. RDA 200'1-06 CALL TO ORDER: Chairperson Ron Roberts ROLLCALL AGENCY MEMBERS: Comerchero, Naggar, Pratt, Stone, Roberts PUBLIC COMMENTS A total of 15 minutes is provided so members of the public may address the Redevelopment Agency on items that are not listed on the agenda or on the Consent Calendar. Speakers are limited to two (2) minutes each. If you decide to speak to the Board of Directors on an item not on the agenda or on the Consent Calendar, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all other agenda items, a "Request to Speak" form must be filed with the City Clerk Prior to the Board of Directors addressing that item. There is a five (5) minute time limit for individual speakers. Anyone wishing to address the Board of Directors should present a completed pink "Request to Speak" form to the City Clerk. When you are called to speak, please come forward and state ,/our name and address for the record. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes of November 13, 2001. DEPARTMENTAL REPORT EXECUTIVE DIRECTOR'S REPORT AGENCY MEMBERS'REPORTS ADJOURNMENT Next regular meeting: Tuesday, December 11, 2001, City Council Chambers, 43200 Business Park Drive, Temecula, California. R:~Agenda\112701 8 TEMECUEA PUBLIC FINANCING AUTHORI~ CALL TO ORDER: Chairperson Jeff Comerchero ROLL CALL AGENCY MEMBERS: PUBLIC COMMENTS Next in Order: Ordinance: No. TPFA 2001-01 Resolution: No. TPFA 2001-01 Naggar, Pratt, Roberts, Stone, Comerchero A total of 15 minutes is provided so members of the public may address the Temecuia Public Financing Authority on items that are not listed on the agenda or on the Consent Calendar. Speakers are limited to two (2) minutes each. If you decide to speak to the Board of Directors on an item not on the agenda or on the Consent Calendar, a pink "Request to Speak" form shouid be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all other agenda items, a "Request to Speak" form must be filed with the City Clerk Prior to the Board of Directors addressing that item. There is a five (5) minute time limit for individual speakers. Anyone wishing to address the Board of Directors should present a completed pink "Request to Speak" form to the City Clerk. When you are called to speak, please come forward and state ,/our name and address for the record. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes of June 26, 2001. Convene a Joint Meeting of the City Council, the Temecula Community Services District and the Temecula Public Financing Authority. AUTHORITY BUSINESS 2 Certificates of Participation to Refund the Temecula Public Facilities Financinq Corporation Certificates of Participation (Community Recreation Prelect), Series 1992, and to finance new recreational facilities RECOMMENDATION: 2.1 That the City Council adopt a resolution entitled: R:~Agenda\112701 9 RESOLUTION NO. 01- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN INSTALLMENT SALE FINANCING DOCUMENTS, AUTHORIZING AND DIRECTING DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION RELATING THERETO, AUTHORIZING AND DIRECTING EXECUTION OF A PURCHASE AGREEMENT AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO 2.2 That the Public Financing Authority adopt a resolution entitled: RESOLUTION NO. TPFA 01- A RESOLUTION OF THE TEMECULA PUBLIC FINANCING AUTHORITY OF THE CITY OF TEMECULA AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN INSTALLMENT SALE FINANCING DOCUMENTS AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO 2.3 That the Community Services District adopt a resolution entitled: RESOLUTION NO. CSD 01- A RESOLUTION OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN DOCUMENTS, IN CONNECTION WITH THE REFUNDING OF THE CERTIFICATES OF PARTICIPATION (COMMUNITY RECREATION PROJECT), SERIES 1992, AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO Recess the City Council meeting and the Community Services District meeting. EXECUTIVE DIRECTOR'S REPORT AGENCY MEMBERS' REPORTS ADJOURNMENT R:~Agenda\112701 10 RECONVENE TEMECULA CITY COUNCIL PUBLIC HEARING Any person may submit written comments to the City Council before a public Hearing or may appear and be heard in support of or in opposition to the Approval of the project(s) at the time of the hearing. If you challenge any of the project(s) in court, you may be limited to raising only those issues you or someone else raised at the public hearing or in written correspondence delivered to the City Clerk at, or prior to, the public hearing. 16 PA99-0451 - Rancho Hiqhlands General Plan Amendment RECOMMENDATION: 16.1 Continue this item off calendar. 17 Ridqe Park Drive Rezoninq (Planninq Application 01-0460) RECOMMENDATION: 17.1 Introduce and read by title only an ordinance entitled: ORDINANCE NO. 01- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING AN AMENDMENT TO THE OFFICIAL ZONING MAP ALONG A PORTION OF BOTH SIDES OF RIDGE PARK DRIVE (PLANNING APPLICATION 01-0460) COUNCIL BUSINESS 18 Community Services Commission Appointments RECOMMENDATION: 18.1 Appoint two applicants to serve full three-year terms on the Community Services Commission through October 10, 2004. 19 Appointment of Councilmember to the Rancho Community Church Sub-Committee RECOMMENDATION: 19.1 Appoint one Councilmember to sit on the Rancho Community Church Sub- Committee. DEPARTMENTAL REPORTS CITY MANAGER'S REPORT R:~Agenda\112701 11 CITY ATTORNEY'S REPORT ADJOURNMENT Next meeting: City Council, Monday, December 3, 2001, at 7:00 P.M., City Council Chambers, 43200 Business Park Drive, Temecula, California. Next regular meeting: City Council, Tuesday, December 11, 2001, at 7:00 P.M., City Council Chambers, 43200 Business Park Drive, Temecula, California. R:~Agenda\112701 12 PROCLAMATIONS AND PRESENTATIONS ITEM 1 ITEM 2 RESOLUTION NO. 01- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A THE CiTY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. That the following claims and demands as set forth in Exhibit A, on file in the Office of the City Clerk, have been audited by the City Manager, and that the same are hereby allowed in the amount of $1,949,898.74. Section 2. The City Clerk shall certify the adoption of this resolution. PASSED, APPROVED AND ADOPTED, this 27th day of November, 2001. ATTEST: Jeff Comerchero, Mayor Susan W. Jones, CMC City Clerk [SEAL] R:/Resos200 l/Resos 01- I STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE) ss CITY OF TEMECULA ) I, Susan W. Jones, CMC, City Clerk of the City of Temecula, hereby do certify that the foregoing Resolution No. 01- was duly adopted at a regular meeting of the City Council of the City of Temecula on the 27th day of November, 2001 by the following roll call vote: AYES: NOES: ABSENT: COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: Susan W. Jones, CMC City Clerk R:/Resos2001/Resos 01- 2 CITY OF TEMECULA LIST OF DEMANDS 11/08/01 TOTAL CHECK RUN: 11/15/01 TOTAL CHECK RUN: 11/27/01 TOTAL CHECK RUN: 11/08/01 TOTAL PAYROLL RUN: TOTAL LIST OF DEMANDS FOR 11127/01 COUNCIL MEETING: DISBURSEMENTS BY FUND: CHECKS: 001 120 165 190 192 193 194 210 28O 3OO 32O 330 340 39O GENERAL FUND DEVELOPMENT IMPACT FUND RDA-LOW/MOD INCOME HOUSING COMMUNITY SERVICES DISTRICT TCSD SERVICE LEVEL B TCSD SERVICE LEVEL C TCSD SERVICE LEVEL D CAPITAL IMPROVEMENT PROJ. FUND RDA-REDEVELOPMENT INSURANCE INFORMATION SYSTEMS SUPPORT SERVICES FACILITIES TCSD DEBT SERVICE $ 515,492,05 49,715.77 21,345.00 151,624.01 33,961.09 48,532.73 504.94 842,939.88 5,545.13 5,911.26 13,177.57 3,789.25 7,727.94 $ 534,693.88 298,810.55 870,942.19 245,452.12 $ 1,949,898.74 $ 1,704,446.62 o01 165 190 192 193 194 280 300 320 330 340 GENERAL FUND RDA-LOW/MOD INCOME HOUSING COMMUNITY SERVICES DISTRICT TCSD SERVICE LEVEL 6 TCSD SERVICE LEVEL C TCSD SERVICE LEVEL D RDA-REDEVELOPMENT INSURANCE INFORMATION SYSTEMS SUPPORT SERVICES FACILITIES TOTAL BY FUND: PREPARED BY RETA WEST~:~N, ACCOUNTING SPECIALIST SHAWN NELSON, CITY MANAGER 177,636.75 4,071.66 42,523.86 90.74 4,380.40 614.98 2,055.21 852.37 6,769.80 2,125.09 4,331.26 245,452.12 $ 1,949,898.74 , HEREBY CERTIFY THAT THE FOLLOWING 15 TRUE AND CORRECT. HEREBY CERTIFY THAT THE FOLLOWING IS TRUE AND CORRECT. VOUCHRE2 CITY OF TEMECULA PAGE 15 11/08/01 10:55 VOUCHER/CHECK REGISTER FOR ALL PERIODS FUND TITLE 001 GENERAL FUND 120 DEVELOPMENT IMPACT FUND 165 RDA DEV- LOW/MOD SET ASIDE 190 COMMUNITY SERVICES DISTRICT 192 TCSD SERVICE LEVEL B 193 TCSD SERVICE LEVEL C 194 TCSD SERVICE LEVEL D 210 CAPITAL IMPROVEMENT PROJ FUND 280 REDEVELOPMENT AGENCY ' CIP 300 INSORANCE FUND 320 INFORMATION SYSTEMS 330 SUPPORT SERVICES 340 FACILITIES AMOUNT 241,898.16 49,715.77 10,245.34 47,355.36 68.94 2,145.61 490.90 163,925.09 2,644.87 10~033.59 1,444.22 3,577.06 TOTAL 534,693.80 VOUCHRE2 CITY OF TEMECULA PAGE I 11/08/01 10:55 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK NUMBER 73223 83942 83942 83942 83942 83942 83942 83942 83942 83942 83942 83942 83942 83942 83942 83942 83942 83942 83942 83942 83942 83942 83942 83942 83942 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 CHECK VENDOR VENDOR ITEM DATE NUMBER NAME DESCRIPTION 11/06/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 002072 RANCHO CALIF WATER DIST UPSIZE WATER METER:STN 92 000246 PERS 000246 PERS 000246 PERS 000246 PERS 000246 PERS 000246 PERS 000246 PERS 000246 PERS 000246 PERS 000246 PERS 000246 PERS 000246 PERS 000246 PERS 000246 PERS 000246 PERS 000246 PERB 000246 PERS 000246 PERS 000246 PERS 000246 PERS 000246 PERB 000246 PERS 000246 PER$ 000246 PER$ 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 EMPLOYEES' RETIRE 000246 PERS RET EMPLOYEES~ RETIRE 000246 PERS RET EMPLOYEES~ RETIRE 000246 PERS RET EMPLOYEES~ RETIRE 000246 PERS RET EMPLOYEES~ RETIRE 000246 PERS RET EMPLOYEES~ RETIRE 000246 PERS RET EMPLOYEES~ RETIRE 000246 PERS RET EMPLOYEES' RETIRE 000246 PERS RET EMPLOYEES~ RETIRE 000246 PERS RET EMPLOYEES~ RETIRE 000246 PERS RET EMPLOYEES~ RETIRE 000246 PERS RET EMPLOYEES~ RETIRE 000246 PERS RET EMPLOYEES' RETIRE 000246 PERS*PRE EMPLOYEES' RETIRE 000246 SURVIVOR EMPLOYEES~ RETIRE 000246 SURVIVOR EMPLOYEES~ RETIRE 000246 SURVIVOR EMPLOYEES' RETIRE 000246 SURVIVOR EMPLOYEES' RETIRE 000246 SURVIVOR EMPLOYEES~ RETIRE 000246 SURVIVOR ~MPLOYEES' RETIRE 000246 SURVIVOR ~MPLOYEES' RETIRE 000246 SURVIVOR ~MPLOYEES/ RETIRE 000246 SURVIVOR ~MPLOYEES' RETIRE 000246 SURVIVOR ~MPLOYEES' RETIRE 000246 SURVIVOR PERS PERS PERS PERS PERS PERS PERS PERS PERS PERS PERS PERS PERS PERS PERS PERS PERS PERS PERS PERS PERS PERS PERS PERS tEALTH INSUR. PRE 000245 AETNA HEALTH INSUR. PRE 000245 AETMA HEALTH INSUR. PRE 000245 AETNA HEALTH INSUR. PRE 000245 AETNA HEALTH INSUR. PRE 000245 AETNA HEALTH INSUR. PRE 000245 AETNA HEALTH INSUR. PRE 000245 8LSHIELD HEALTH INSUR. PRE 000245 8LSHIELD HEALTH INSUR. PRE 000245 CIGNA HEALTH INSUR. PRE 000245 HELTHNET HEALTH INSUR. PRE 000245 HELTHNET HEALTH INSUR. PRE 000245 HELTHNET HEALTN INSUR. PRE 000245 HELTHNET HEALTH INSUR. PRE 000245 HELTHNET HEALTH INSUR. PRE 000245 KAISER HEALTH [NSUR. PRE 000245 PACCARE HEALTH IHSUR. PRE 000245 PACCARE HEALTB INBUR. PRE 000245 PC HEALTH INSUR. PRE 000245 PERS CHO HEALTH INSUR. PRE 000245 PERS CHO HEALTH INSUR. PRE 000245 PERS CHO HEALTH INSUR. PRE 000245 PERS DED HEALTH INSUR. PRE 000245 PERS-ADM HEALTH INSUR. PRE 000245 UNI ACCOUNT NUM8ER 210'165'}'39'5804 001-2390 165-2390 190-2390 192-2390 193-2390 194-2390 280-2390 300-2390 320-2130 320-2390 330-2390 340-2390 001-2130 001-2390 165-2390 190-2390 192~2390 193'2390 194-2390 280'2390 300-2390 320-2390. 330-2390 340'2390 001-2090 165-2090 190'2090 280'2090 330'2090 340'2090 001-2090 190-2090 001-2090 001-2090 190-2090 193-2090 194-2090 340-2090 001-2090 001-2090 190-2090 001-2090 001-2090 190-2090 280-2090 001-2090 001'2090 001-2090 ITEM AMOUNT 1,022.00 28,255.26 669.01 5,103.52 17.81 597.78 118.35 289.21 139.55 26.51 1,126.02 220.15 588.27 182.91 103.10 1.87 20.00 .05 2.75 .36 .92 .46 3.72 1.39 2.65 3,142.39 254.63 1,142.00 84.87 97.00 244.06 1,594.12 468.53 555.90 5,707.26 1,438.36 59.18 29.59 768.95 2,847.96 4,638.41 376.34 738.00 4,050.33 4.70 1.41 876.34 163.23 2,972.25 CHECK AMOUNT 1,022.00 37,471.62 VOUCHRE2 CITY OF TEMECULA PAGE 2 11/08/01 10:55 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK NUMBER 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 83975 CHECK DATE 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 VENDOR NUMBER 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 000245 VENDOR NAME ITEM DESCRIPTION PERS (HEALTH INSUR. PRE 000245 PERS (HEALTH INSUR. PRE 000245 PERB (HEALTH INBUR. PRE 000245 PERS (HEALTH INSUR. PRE 000245 PERS (HEALTH INSUR. PRE 000245 PERS HEALTH INSUR. PRE 000245 PERS HEALTH INSUR. PRE 000245 PERS HEALTH INSUR. PRE 000245 PERS HEALTH INSUR. PRE 000245 PERS HEALTH IHSUR. PRE 000245 PERS HEALTH INSUR. PRE 000245 PER8 HEALTH INSUR. PRE 000245 PERS HEALTH INSUR. PRE 000245 PERS HEALTH INSUR. PRE 000245 PERS HEALTH INSUR. PRE 000245 PERS HEALTH INSUR. PRE 000245 UNI UNI AETNA AETNA AETNA AETNA AETNA BLSHIELD BLSHIELD HELTHNET HELTHNET HELTHHET KAISER PACCARE PERS CHO PERS REV ACCOUNT NUMBER 190-2090 193-2090 001-2090 165-2090 190-2090 280-2090 340-2090 001-2090 190-2090 001-2090 190-2090 340-2090 001-2090 001-2090 001-2090 001-2090 ITEM AMOUNT 333.96 166.98 58.61 123.68 41.22 8.14 55.47 54.51 140.69 31.24 .36 23.43 119.46 93.56 869.37- 177178 11/08/01 000283 INSTATAX (IRS) 000283 FEDERAL 001-2070 28~364.51 177178 11/08/01 000283 INSTATAX (IRS) 000283 FEDERAL 165-2070 580.95 177178 11/08/01 000283 INSTATAX (IRS) 000283 FEDERAL 190-2070 6,109.46 177178 tl/08/01 000283 INSTATAX (IRS) 000283 FEDERAL 192-2070 31.02 177178 11/08/01 000283 INSTATAX (IRS) 000283 FEDERAL 193-2070 626.36 177178 11/08/01 000283 INSTATAX (IRS) 000283 FEDERAL 194-2070 173.84 177178 11/08/01 000283 INSTATAX (IRS) 000283 FEDERAL 280-2070 256.17 177178 11/08/01 000283 INSTATAX (IRS) 000283 FEDERAL 300-2070 91.19 177178 11/08/01 000283 INSTATAX (IRS) 000283 FEDERAL 320-2070 1,206.52 177178 11/08/01 000283 INSTATAX (IRS) 000283 FEDERAL 330-2070 282.64 177178 11/08/01 000283 INSTATAX (IRS) 000283 FEDERAL 340-2070 583.31 177178 11/08/01 000283 INSTATAX (IRS) 000283 MEDICARE 001-2070 6,815.01 177178 11/08/01 000283 INSTATAX (IRS) 000283 MEDICARE 165-2070 156.90 177178 11/08/01 000283 INSTATAX (IRS) 000283 MEDICARE 190-2070 1~564.50 177178 11/08/01 000283 INSTATAX (IRS) 000283 MEDICARE 192-2070 4.02 177178 11/08/01 000283 INSTATAX (IRS) 000283 MEDICARE 193-2070 156.90 177178 11/08/01 000283 INSTATAX (IRS) 000283 MEDICARE 194-2070 26.57 177178 11/08/01 000283 INSTATAX (IRS) 000283 MEDICARE 280-2070 71.53 177178 11/08/01 000283 INSTATAX (IRS) 000283 MEDICARE 300-2070 32.51 177178 11/08/01 000283 [NSTATAX (IRS) 000283 MEDICARE 320-2070 287.48 177178 11/08/01 000283 INSTATAX (IRS) 000283 MEDICARE 330-2070 75.59 177178 11/08/01 000283 INSTATAX (IRS) 000283 MEDICARE 340-2070 155.41 177192 11/08/01 000444 INSTATAX (EDD) 000444 SDI 177192 11/08/01 000444 INSTATAX (EDD) 000444 SDI 177192 11/08/01 000444 INSTATAX (EDD) 000444 SDI 177192 11/08/01 000444 INSTATAX (EDD) 000444 SDI 177192 11/08/01 000444 INSTATAX (EDD) 000444 SDI 177192 11/08/01 000444 INSTATAX (EDD) 000444 SDI 177192 11/08/01 000444 INSTATAX (EDD) 000444 SDI 177192 11/08/01 000444 INSTATAX (EDD) 000444 SDI 177192 11/08/01 000444 INSTATAX (EDD) 000444 STATE 177192 11/08/01 000444 INBTATAX (EDD) 000444 STATE 177192 11/08/01 000444 INSTATAX (EDD) 000444 STATE 001-2070 165-2070 190-2070 193-2070 280-2070 320-2070 330-2070 340-2070 001-2070 165-2070 190-2070 125.66 2.91 114.39 2.80 .49 4.35 7.51 3.91 7,565.92 149.93 1,433.88 CHECK AMOUNT 32,756.75 47,652.39 VOUCHRE2 CITY OF TEMECULA PAGE 3 11/08/01 10:55 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CRECK NUMBER 177192 177192 177192 177192 177192 177192 177192 177192 73226 73226 73226 73226 73226 73226 73226 ~3226 73226 73226 73226 73226 73226 73227 73227 73227 75227 75227 73227 75227 75227 73228 73228 75228 73228 73228 75228 75228 73228 73228 75228 73229 73230 73230 73230 75230 CHECK VENDOR VENDOR DATE NUMBER NAME 11/08/01 000444 INSTATAX (EDD) 11/08/01 000444 INSTATAX (EDD) 11/08/01 000444 INSTATAX (EDD) 11/08/01 000444 INSTATAX (EDD) 11/08/01 000444 INSTATAX (EDD) 11/08/01 000444 INSTATAX (EDD) 11/08/01 000444 INSTATAX (EDD) 11/08/01 000444 INSTATAX (EDD) tl/08/01 003552 A F L A C 11/08/01 003552 A F L A C 11/08/01 003552 A F L A C 11/08/01 003552 A F L A C 11/08/01 003552 A F L A C 11/08/01 003552 A F L A C 11/08/01 003552 A F L A C 11/08/01 003552 A F L A C 11/08/01 003552 A F L A C 11/08/01 003552 A F L A C 11/08/01 003552 A F L A C 11/08/01 003552 A F L A C 11/08/01 003552 A F L A C 11/08/01 003552 A F L A C 11/08/01 000116 A V P VISION PLANS 11/08/01 000116 A V P VISION PLANS 11/08/01 000116 A V P VISION PLANS 11/08/01 000116 A V P VISION PLANS 11/08/01 000116 A V P VISION PLANS 11/08/01 000116 A V P VISION PLANS 11/08/01 000116 A V P VISION PLANS 11/08/01 000116 A V P VISION PLANS 11/08/01 004240 AMERICAN FORENSIC NURSE 004240 AMERICAN FORENSIC NURSE 004240 AMERICAN FORENSIC NURSE 004240 AMERICAN FORENSIC NURSE 004240 AMERICAN FORENSIC NURSE 004240 AMERICAN FORENSIC NURSE 004240 AMERICAN FORENSIC NURSE 004240 AMERICAN FORENSIC NURSE 004240 AMERICAN FORENSIC NURSE 004240 AMERICAN FORENSIC NURSE 004022 AMERICAN MINI STORAGE~ 003285 AMERIPRIDE UNIFORM SERV 003285 AMERIPRIDE UNIFORM SERV 003285 AMERIPRIDE UNIFORM SERV 003285 AMERIPRIDE UNIFORM SERV 003285 AMERIPRIDE UNIFORM SERV ITEM DESCRIPTION 000444 STATE 000444 STATE 000444 STATE 000444 STATE 000444 STATE 000444 STATE 000444 STATE 000444 STATE 003552 CANCER 003552 CANCER 003552 CANCER 003552 CANCER 003552 CANCER 003552 EXP PROT 003552 EXP PROT 003552 EXP PROT 003552 HOSP IC 003552 STD 003552 STD 003552 STD 003552 STD 003552 STD 000116 AVP 000116 AVP 000116 AVP 000116 AVP 000116 AVP 000116 AVP 000116 AVP 000116 AVP CITY LIMITS BLOOD DRAWS-PD/CHP CITY LIMITS BLOOD DRAWS-PD/CHP CITY LIMITS BLOOD DRAWS-PD/CHP CITY LIMITS BLOOD DRAWS-PD/CHP CITY LIMITS BLOOD DRAWS-PD/CHP CITY LIMITS BLOOD DRAWS-PD/CHP CITY LIMITS BLOOD DRAWS-PD/CHP CITY LIMITS BLOOD DRAWS-PD/CHP CITY LIMITS BLOOD DRAWS-PD/CBP CREDIT:ARREST WAS IN MURRIETA NOV STORAGE UNIT Fl05 RENTAL OCT FLOOR MAT/TOWEL RENTAL OCT FLOOR MAT/TOWEL RENTAL OCT FLOOR MAT/TOWEL RENTAL OCT FLOOR MAT/TOWEL RENTAL OCT FLOOR MAT/TOWEL RENTAL ACCOUNT NUMBER 192-2070 193-2070 194-2070 280-2070 300-2070 320-2070 330-2070 340-2070 001-2330 190-2330 193-2330 194-2330 340-2330 001-2330 190-2330 320-2330 001-2330 001-2330 190-2330 193-2330 194-2330 340-2330 001-2310 165-2310 190-2310 193-2310 194-2310 280-2310 330-2310 340-2310 001-170-999-5328 001-170-999-5328 001-170-999-5328 001-170-999-5328 001-170-999-5328 001-170-999-5328 001-170-999-5328 001-170-999-5328 001-170-999-5328 001-170-999-5328 001-162-999-5234 340-199-701-5250 340-199-702-5250 190-182-999-5250 190-184-999-5250 ITEM AMOUNT 10.08 145.85 55.14 58.18 22.01 268.09 68.49 131.36 357.70 14.34 14.34 4.78 14.34 128.30 55.80 27.90 17.50 598.40 155.20 9.60 3.20 20.80 729.49 17.60 95.17 11.i'3 1.68 5.86 5.58 42.23 291.00 42.00 294.00 105.00 503.00 189.00 41.00 231,00 105.00 21.00- 137.00 95.40 34.20 51.36 84.24 36.96 CHECK AMOUNT 10,170.95 1,422.20 909.34 1,780.00 137.00 VOUCHRE2 CITY OF TEMECULA PAGE 4 11/08/01 10:55 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK CHECK VENDOR VENDOR NUMBER DATE NUMBER NAME 73230 11/08/01 003285 AMERIPRIDE UNIFORM BERV 73230 11/08/01 003285 AMERIPRIDE UNIFORM SERV 73230 11/08/01 003285 AMERIPRIDE UNIFORM SERV 73230 11/08/01 003285 AMERIPRIDE UNIFORM SERV 73230 11/08/01 003285 AMERIPRIDE UNIFORM BERV 73231 11/08/01 ANIMAL FRIENDS OF THE V 73232 11/08/01 004206 BANUELO$, TERESA 73233 11/08/01 003788 BERCK~S OLD TIME PLUMBI 73234 11/08/01 004040 BIG FOOT GRAPBICS 73235 11/08/01 004262 BIO'TOX LABORATORIES 73235 11/08/01 004262 BIO'TOX LABORATORIES 73235 11/08/01 004262 BIO-TOX LABORATORIES 73235 11/08/01 004262 BIO-TOX LABORATORIES 73236 11/08/01 004081 BUSINESS FURNITURE SOLU 73237 11/08/01 002099 BUTTERFIELD ENTERPRISES ITEM ACCOUNT ITEM CHECK DESCRIPTION NUMBER AMOUNT AMOUNT OCT FLOOR MAT/TOWEL RENTAL 190-185-999-5250 OCT FLOOR MAT/TOWEL RENTAL 190-185-999-5250 UNIFORMS RENTAL:PW MNTC CREW 001-164-601-5243 UNIFORMS RENTAL:TCSD MNTC CREW 190-180-999-5243 CREDIT:ONE PERSON BILLED TWICE 190-180'999-5243 REFUND:SECURITY DEPT MS01-2906 190-2900 TCSD INSTRUCTOR EARNINGS 190-183-999-5330 RES IMPR PRGM: THURMOND,JAMEB 165-199-813-5804 GRAPHICS DESIGN:TEEN COUNCIL 190-183-999-5320 LAB DRUG TESTING:POLICE/CBP LAB DRUG TESTING:POLICE/CBP LAB DRUG TESTING:POLICE/CRP LAB DRUG TESTING:POLICE/CHP 001-170-999-5328 001-170-999-5328 001-170-999-5328 001-170-999-5328 FINAL PMT:MNTC FAC FURNITURE 210-190-158-5610 NOV RESTROOM FAC RENTAL 280-199-999-5234 28.90 2.74 194.73 136.10 10.50- 100.00 170.00 225.00 190.00 2,432.90 309.90 1,637.40 636.30 20,765.10 826.00 73238 11/08/01 003553 C I G N A 003553 LTD 001-2380 1,691.46 73238 11/08/01 003553 C I G N A 003553 LTD 165-2380 39.10 73238 11/08/01 003553 C I G N A 003553 LTD 190-2380 311.00 73238 11/08/01 003553 C I G N A 003553 LTD 192-2380 o71 73238 11/08/01 003553 C I G N A 003553 LTD 193-2380 37.45 73238 11/08/01 003553 C I G N A 003553 LTD 194-2380 6,08 73238 11/08/01 003553 C I G N A 003553 LTD 280-2380 17.29 73238 11/08/01 003553 C I G N A 003553 LTD 300-2380 7,99 73238 11/08/01 003553 C I G N A 003553 LTD 320-2380 66,99 73238 11/08/01 003553 C I G N A 003553 LTD 330-2380 13,45 73238 11/08/01 003553 C I G R A 003553 LTD 340-2380 37,67 73238 11/08/01 003553 C I G N A 003553 STD 001-2500 2,361,01 73238 11/08/01 003553 C I G N A 003553 STD 165-2500 54,57 73238 11/08/01 003553 C I G N A 003553 STD 190-2500 434,10 73238 11/08/01 003553 c I G N A 003553 STD 192-2500 ,99 73238 11/08/01 003553 C I G N A 003553 STD 193-2500 52,27 73238 11/08/01 003553 C I G N A 003553 STD 194-2500 8,49 73238 11/08/01 003553 C I G N A 003553 STD 280-2500 24,15 73238 11/08/01 003553 C I G N A 003553 STD 300-2500 11,15 73238 11/08/01 003553 C I G N A 003553 BTD 320-2500 93,49 73238 11/08/01 003553 C I G B A 003553 STD 330-2500 18,78 73238 11/08/01 003553 C I G N A 003553 STD 340-2500 52,59 AWARD SUBMITTAL:CONCERT SERIES 190-180-999-5250 AWARD SUBMITTAL:LEISURE ACTIVI 190-180-999-5250 73240 11/08/01 001260 C P R S 73241 11/08/01 001260 C P R S 001260 C P R S 73242 11/08/01 AWARD SUBMITTAL:OLD TWN STRSEP 190-180-999-5250 40,00 40,00 40,00 654.13 100.00 170.00 225,00 190.00 5,016.50 20,765.10 826.00 5,340.78 40.00 40.00 40.00 VOUCHRE2 CITY OF TEMECULA PAGE 5 11/08/01 10:55 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT NUMBER DATE NUMBER NAME DESCRIPTION NUMBER ITEM AMOUNT CHECK AMOUNT 73243 11/08/01 001260 C P R S AWARD SUGMITTAL:PEACE ON EARTH 190-180-999-5250 40.00 40.00 73244 11/08/01 001260 C P R S AWARD SUBMITTAL:S.M.A.R.T.PRGM 190-180-999-5250 40.00 40.00 73245 11/08/01 001260 C P R S AWRD SUBMITTAL:S.M.A.R.T.VIDEO 190-180-999-5250 40.00 40.00 73246 11/08/01 001260 C P R S AWARD SUBMITTAL:TEMMY COLOR BK 190-180-999-5250 40.00 40.00 73247 11/08/01 000128 CAL SURANCE ASSOCIATES SHAWN NELSON BOND RENEWAL 73247 11/08/01 000128 CAL SURANCE ASSOCIATES GARY THORNHILL BOND RENEWAL 300-199'999-5200 300-199'999-5200 350.00 350.00 700.00 }~3248 11/08/01 000484 CALIF ASSN FOR LOCAL EC MEMBERSHIP DUES:SBAWN NELSON 001-111-999-5226 445.00 445.00 73249 11/08/01 004228 CAMERON WELDING SUPPLY RECREATION SUPPLIES:TCC 190-184-999-5301 25.70 25.70 73250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 AD&D 001-2360 159.39 73250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 AD&D 165-2360 3.01 73250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 AD&D 190-2360 32.25 73250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 AD&D 192-2360 .08 73250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 AD&D 193-2360 4.43 73250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 AD&D 194-2360 .59 73250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 AD&D 280-2360 1.49 73250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 AD&D 300-2360 .74 73250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 AD&D 320-2360 6.00 73250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 AD&D 330-2360 2.25 73250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 AD&D 340-2360 4.27 }~3250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 LIFE INS 001-2360 690.64 73250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 LIFE INS 165-2360 13.01 73250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 LIFE INS 190-2360 139.75 7~3250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 LIFE INS 192-2360 .33 ~250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 LIFE INS 193-2360 19.18 73250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 LIFE INS 194-2360 2.59 73250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 LIFE INS 280-2360 6.49 73250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 LIFE INS 300-2360 3.24 F3250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 LIFE INS 320-2360 26.00 73250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 LIFE INS 330-2360 9.75 73250 11/08/01 003554 CANADA LIFE ASSURANCE C 003554 LIFE INS 340-2360 18.52 1,144.00 }~3251 11/08/01 002534 CATERERS CAFE 73251 11/08/01 002534 CATERERS CAFE REFRESHMENTS:TCSD BDGT WRKSBP 190-180-999-5260 REFBESHMENTS:TCSD BDGT WRKSHP 190-180-999-5260 38.86 54.18 93.04 73252 11/08/01 000912 CITY CLERKS ASSN OF CAL MEMBERSHIP:S.JONES/M.BALLREICH 001-120-999-5226 205.00 205.00 73'3253 11/08/01 004405 COMMUNITY REALTB CNARIT 004405 CHC 001-2120 123.50 ~253 11/08/01 004405 COMMUNITY HEALTH CHARIT 004405 CBC 190-2120 5.61 73253 11/08/01 004405 COMMUNITY HEALTH CHARIT 004405 CBC 193-2120 .61 73253 11/08/01 004405 COMMUNITY HEALTH CHARIT 004405 CHC 194-2120 .20 73253 11/08/01 004405 COMMUNITY HEALTB CNARIT 004405 CHC 330-2120 5.50 73253 11/08/01 004405 COMMUNITY BEALTH CNARIT 004405 CHC 340-2120 .58 }~3254 11/08/01 001193 COMP U S A INC COMPUTER SUPPLIES: INFO SYS 320-199-999-5242 381.19 136.00 381.19 VOUCHRE2 CITY OF TEMECULA PAGE 6 11/08/01 10:55 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK NUMBER 73255 CHECK DATE VENDOR VENDOR NUMBER NAME 000442 COMPUTER ALERT SYSTEMS 000447 COMTRONIX OF HEMET 001233 DANS FEED & SEED INC 000684 DIENL EVANS & COMPANY 000684 DIEHL EVANS & COMPANY 004171 DOMINO'S PIZZA 004171 DOMINO'S PIZZA DOOL, MARK 004192 DOWNS COMMERCIAL FUELIN 004192 DOWNS COMMERCIAL FUELIN 004192 DOWNS COMMERCIAL FUELIN 004192 DOWNS COMMERCIAL FUELIN 004192 DOWNS COMMERCIAL FUELIN 004192 DOWNS COMMERCIAL FUELIN 004192 DOWNS COMMERCIAL FUELIN 004192 DOWNS COMMERCIAL FUELIN 004192 DOWNS COMMERCIAL FUELIN 004192 DOWNS COMMERCIAL FUELIN 004192 DOWNG COMMERCIAL FUELIN 004769 DRAGONFLYER PRESS 001380 E S I EMPLOYMENT SERVIC 001380 E S I EMPLOYMENT SERVIC 001380 E S I EMPLOYMENT SERVIC 001380 E S I EMPLOYMENT SEBVIC 001380 E S I EMPLOYMENT SERVIC 003223 EDAW INC 000478 FAST SIGNS 000165 FEDERAL EXPRESS 000165 FEDERAL EXPRESS INC 000165 FEDERAL EXPRESS INC 000165 FEDERAL EXPRESS INC 000165 FEDERAL EXPRESS IND 000165 FEDERAL EXPRESS INC 004310 FEDEX GROUND INC 002832 FENCE BUILDERS 002832 FENCE BUILDERS ITEM ACCOUNT DESCRIPTION NUMBER TECH SUPPORT-DOOR SECURITY SYS 320-199-999-5215 INSTALL RADAR IN SQUAD CAR 001~170-999-5214 PROPANE GAS FOR PUBLIC WORKS 001-164-601-5218 2001 REDEVELOPMENT HANDBOOK 001-140-999-5228 2001 GOVERNMENT TAX SEMINARS 001-140-999-5261 HIGH HOPES MPSC REFRESNMENTS TCC RECREATION REFRESNMENTS 190-183-999-5320 190-184-999-5301 REFUND: PICNIC SHELTER RENTAL 190'183-4989 FUEL FOR CITY VEHICLES FUEL FOR CITY VEHICLES FUEL FOR CITY VEHICLES FUEL FOR CITY VENICLES FUEL FOR CITY VENICLES FUEL FOR CITY VEHICLES FUEL FOR CITY VEHICLES FUEL FOR CITY VEHICLES FUEL FOR CITY VEHICLES FUEL FOR CITY VEHICLES FUEL FOR CITY VENIDLES 001-161-999-5263 190-180-999-5263 001-163-999-5263 001-165-999-5263 001-162-999-5263 001-165-999-5263 001-171-999-5262 001-120-999-5262 320-199-999-5262 001-165-999-5263 001-164-601-5263 INSIDE COVER AD:VISITORS GUIDE 001-111-999-5270 TEMP HELP W/E 10/19 THURSTON 190-186-999-5118 TEMP HELP W/E 10/05 NAASEN-SHA 001-161-999-5118 TEMP HELP W/E 10/05 VOSNALL 001-161-999-5118 TEMP HELP W/E 10/19 VOSHALL 001-161-999-5118 SHORT PAID NA~SEN W/E 10/05 001-161-999-5118 SEP BIOLOGIST SVCS:PALA BRDG 210-165-631-5801 BUS PRKG SIGN: OLD TOWN 280-199-999-5362 EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES 190-180-999-5230 001-164-604-5230 001-171-999-5230 001-162-999-5230 001-165-999-5230 GROUND EXPRESS PACKAGE SERVICE 001-111-999-5230 RES IMPR PRGM: STROMBERG,PAT RES IMPR PRGM: GRAHAM,KYLE 165-199-813-5804 165-199~813-5804 ITEM AMOUNT 550.00 360.00 18.33 100.00 250.00 179.00 275.00 30.00 209.16 391.20 282.55 49.14 204.46 16.78 28.05 14.02 20.34 94.30 670.01 1,464.13 1,465.60 5,281.11 2,075.20 2,451.33 29.23 1,653.82 78.12 26.79 17.53 64.96 20.75 11.61 96.22 3,695.00 CHECK AMOUNT 550.00 360.00 18.33 100.00 250.00 454.00 30.00 1,980.01 1,464.13 11,302.47 1,653.82 78.12 155.04 96.22 6,892.00 VOUCHRE2 CITY OF TEMECULA PAGE 7 11/08/01 10:55 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK CHECK VENDOR VENDOR NUMBER DATE NUMBER NAME ITEM ACCOUNT ITEM CHECK DESCRIPTION NUMBER AMOUNT AMOUNT ~3270 11/08/01 001511 FIELDMAN ROLAPP & ASSOC ~3270 1t/08/01 001511 FIELDMAN ROLAPP & ASSOC 73270 11/08/01 001511 FIELDMAN ROLAPP & ASSOC JUL'SEP SVCS:FINANCIAL ADVISOR 001-2643 JUL/SEP SVC:FINANCIAL ADVISOR 001'2600 CREDIT: INV EXCEEDS CONTRACT 001'2600 3,438.45 3,891.28 1,931.71- 5,398.02 73271 11/08/01 003347 FIRST BANKCARD CENTER 73271 11/08/01 003347 FIRST BANKCARD CENTER 73271 11/08/01 003347 FIRST BANKCARD CENTER 73271 11/08/01 003347 FIRST BANKCARD CENTER 73271 11/08/01 003347 FIRST BANKCARD CENTER 73271 11/08/01 003347 FIRST BANKCARD CENTER 73271 11/08/01 003347 FIRST BANKCARD CENTER 73271 11/08/01 003347 FIRST BANKCARD CENTER 73271 11/08/01 003347 FIRST BANKCARD CENTER 73271 11/08/01 003347 FIRST BANKCARD CENTER 73271 11/08/01 003347 FIRST BANKCARD CENTER 73271 11/08/01 003347 FIRST BANKCARD CENTER 73271 11/08/01 003347 FIRST BANKCARD CENTER 73271 11/08/01 003347 FIRST BANKCARD CENTER 73271 11/08/01 003347 FIRST BANKCARD CENTER XX-9798 STONE:HME DPT/CIRCUIT XX-9798 STONE:REFD-SHERATON HT XX-9277 ROBERTS~R:PBOENIX/PALM XX-2292 ROBERTS,G:PROF MTG XX-6165 YATES:SUPPLIES/MTG$ XX-6165 YATES:SUPPLIES/MTG$ XX-6165 YATES:SUPPLIES/MTGS XX-6165 YATES:SUPPLIES/MTG8 XX'6165 YATES:SUPPLIES/MTGS XX-6165 YATES:SUPPLIES/MTGS XX-6165 YATES:SUPPLIES/MTGS XX-0515 TBORNBILL:PROF MTG XX'0432 ELMO:UCR EXTENSION XX'0432 ELMO:UCR EXTENSION XX-1143 PARKER:HYATT HTL EXP 001-100-999-5220 001-100-999-5258 001-100'999-5258 001-140-999'5260 210'165-739-5610 001'111-999-5270 001-110-999-5261 001-110-999-5260 001-150'999-5260 001-110-999'5230 001'100-999-5265 001-161'999-5260 001~162-999-5261 001-171-999-5261 190-180-999-5258 349.30 345.00- 832.71 42.65 491.00 338.63 7~30.60 26.00 49.50 22.50 103.20 55.33 621.55 305.10 508.02 4,131.09 73272 11/08/01 003281 FOREMOST FIRE PROMOTION 73273 11/08/01 003271 FORMA SYSTEMS FIRE PREVENTION PROMO MATERIAL 001'171-999-5296 SUPPORT MNTC:ARCATLAS VIEW 3.2 001-161-610-5606 73274 li/08/01 002982 FRANCBISE TAX BOARD - W 002982 ST DED 73275 11/08/01 001937 GALLS INC 73276 11/08/01 003815 GFB FRIEDRICH & ASSOCIA 73276 11/08/01 003815 GFB FRIEDRICH & ASSOCIA 73276 11/08/01 003815 GFB FRIEDRICB & ASSOCIA 73276 11/08/01 003815 GFB FRIEDRICH & ASSOCIA 73277 11/08/01 000177 GLENNIES OFFICE PRODUCT 73277 11/08/01 000177 GLENNIES OFFICE PRODUCT 73277 11/08/01 000177 GLENNIES OFFICE PRODUCT 73277 11/08/01 000177 GLENNIES OFFICE PRODUCT 73277 11/08/01 000177 GLENNIES OFFICE PRODUCT 73277 11/08/01 000177 GLENNIES OFFICE PRODUCT 73277 11/08/01 000177 GLENNIES OFFICE PRODUCT 73277 11/08/01 000177 GLENNIES OFFICE PRODUCT 73277 11/08/01 000177 GLENNIES OFFICE PRODUCT 73277 11/08/01 000177 GLENNIES OFFICE PRODUCT ~3277 11/08/01 000177 GLENNIES OFFICE PRODUCT 73278 11/08/01 000175 GOVERNMENT FINANCE OFFI 73279 11/08/01 004607 GRACE BUILDING MAINTENA 73279 11/08/01 004607 GRACE BUILDING MAINTENA 190-2140 P-15 VEHICLE SEAT ORGANIZER 001-171'999-5242 SEP PRGSS:MARGARITA RD IMPR SEP PRGSS:MARGARITA RD IMPR SEP PRGSS:MARGARITA RD C0#6 SEP PRGSS:MARGARITA RD C0#6 210-165-706'5802 210-165-706-5802 210-165-713'5802 OFFICE SUPPLIES:CITY MGR OFFICE SUPPLIES:CITY CLERK OFFICE SUPPLIES:CITY MGR OFFICE SUPPLIES: FINANCE OFFICE SUPPLIES:HUMAN RESOURCE OFFICE SUPPLIES: PLANNING OFFICE SUPPLIES: POLICE DEPT OFFICE SUPPLIES:RDA/LOW'MOD OFFICE SUPPLIES:RDA/LOW-MOD OFFICE SUPPLIES:INFO SYS OFFICE SUPPLIES:RECORDS MGMT 001'110-999-5220 001'120'999-5220 001'110-999-5220 001-140-999-5220 001-150-999-5220 001'161-999-5220 001'170'999-5220 165'199-999-5220 280-199'999-5220 320-199-999-5221 001-120-999-5277 ADVANCED REPT:ROBERTS,G:I/7-9 001-140-999-5258 JANITORIAL SVCS:TES POOL JANITORIAL SVCS:CITY PARKS 190-186-999'5250 190-180'999-5250 447.55 284.38 84.49 84.91 996.98 94.56 3,526.52 334.48 106.50 279.17 20.30 327.71 39.18 149.08 44.56 96.45 96.44 60.04 11.92 342.00 195.00 3,730.00 447.55 284.38 84.49 84.91 4,952.54 1~231.35 342.00 3~925.00 73280 11/08/01 000186 BANKS HARDWARE INC HARDWARE SUPPLIES-FIRE STN 84 001-171-999-5212 83.85 VOUCHR£2 CITY OF TEMECULA PAGE 8 11/08/01 10:55 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK CHECK VENDOR VENDOR NUMBER DATE NUMBER NAME ITEM ACCOUNT ITEM CHECK DESCRIPTION NUMBER AMOUNT AMOUNT 73280 11/08/01 000186 HANKS HARDWARE INC 73280 11/08/01 000186 HANKS NARDWARE INC 73280 11/08/01 000186 HANKS NARDWARE INC 7-~280 11/08/01 000186 HANKS HARDWARE IRC 4280 11/08/01 000186 HANKS HARDWARE INC 73280 11/08/01 000186 HANKS HARDWARE INC 73280 11/08/01 000186 HANKS HARDWARE INC 73280 11/08/01 000186 HANKS HARDWARE INC 73280 11/08/01 000186 HANKS HARDWARE INC 73280 11/08/01 000186 NANKS BARDWARE INC 73280 11/08/01 000186 HANKS BARDWARE INC 73280 11/08/01 000186 HANKS HARDWARE INC }'3280 11/08/01 000186 HANKS HARDWARE ~280 11/08/01 000186 HANKS HARDWARE INC 73280 11/08/01 000186 HANKS HARDWARE INC 73280 11/08/01 000186 HANKS HARDWARE INC 73280 11/08/01 000186 HANKS HARDWARE INC 73280 11/08/01 000186 HANKS NARDWARE INC 73280 11/08/01 000186 HANKS HARDWARE INC 73280 11/08/01 000186 HANKS HARDWARE INC 4281 11/08/01 HANNA, LAUREN 73282 11/D8/01 002372 HARMON, JUDY HARDWARE SUPPLIES: PW MNTC 001-164-601-5218 HARDWARE SUPPLIES: CITY HALL 340-199'701-5212 HARDWARE SUPPLIES: CRC 190'182-999'5212 HARDWARE SUPPLIES:TCSD EQUIP 190'180-999'5242 HARDWARE SUPPLIES: TDSD 190-180-999'5242 HARDWARE SUPPLIES:OLD TWN 001-164-603-5212 HARDWARE SUPPLIES: TCSD MRTC 190-180-999-5212 HARDWARE SUPPLIES: TCSD MNTC 190-180-999-5212 HARDWARE SUPPLIES: TCSD MNTC 190-180-999-5242 BARDWARE SUPPLIES:MAKE DIFF DY 190-180-999-5250 HARDWARE SUPPLIES:SPOOKTACULAR 190-183-999-5370 HARDWARE SUPPLIES:SR CENTER 190-181-999-5212 HARD~ARE SUPPLIES:SPOOKTACULAR 190-183-999-5370 HARDWARE SUPPLIES: MNTC FAC 340-199-702-5212 HARDWARE SUPPLIES:LAND DEVEL 001-163-999-5242 HARDWARE SUPPLIES:PW MNTC 001-164-601-5218 NARDWARE SUPPLIES:CIP DIVISION 001-165-999-5242 HARDWARE SUPPLIES: MUSEUM 190-185-999-5301 HARDWARE SUPPLIES:INFO SYS 320-199-999-5242 HARDWARE SUPPLIES: OLD TOWN 001-164-603-5212 REFUND: SPORTS-MINI-HAWKS 190-183-4982 TCSD INSTRUCTOR EARNINGS 190-183-999-5330 101.34 88.41 130.22 301.48 197.68 47.28 198.42 487.11 132.58 103.14 59.79 18.85 9.99 53.25 111.17 48.10 2.67 16.52 27.83 16.65 25.00 392.00 2,236.33 25.00 392.00 73283 11/08/01 002107 NIGNMARK INC 002107 VL ADVAN 001-2510 243.15 4283 11/08/01 00210? HIGHMARK INC 002107 VOL LIFE 001-2510 222.65 73283 11/08/01 002107 HIGHMARK IN£ 002107 VOL LIFE 190-2510 11.87 73283 11/08/01 002107 HIGHMARK INC 002107 VOL LIFE 193'2510 2.22 ~283 11/08/01 002107 HIGHMARK IRC 002107 VOL LIFE 194-2510 .75 4283 11/08/01 002107 HIGHMARK 1NC 002107 VOL LIFE 300-2510 .80 73283 11/08/01 002107 HIGHMARK INC 002107 VOL LIFE 340-2510 4.86 73283 11/08/01 002107 HIGHMARK INC 002107 VL REVER 001-2510 243.15' 73283 11/08/01 002107 NIGBMARK IRC 002107 VOL LIFE 001-2510 222.65 ~283 11/08/01 002107 HIGHMARK INC 002107 VOL LIFE 190'2510 11.87 4'5283 11/08/01 002107 HIGHMARK IRC 002107 VOL LIFE 193-2510 2.22 ~283 11/08/01 002107 HIGHMARK INC 002107 VOL LIFE 194'2510 .74 73283 11/08/01 002107 HIGHMARK INC 002107 VOL LIFE 300-2510 .80 73283 11/08/01 002107 HIGHMARK INC 00210? VOL LIFE 340-2510 4.87 73284 11/08/01 HOUSE 2 HOME CORP. FIRE STN 92 FURNITURE & EQUIP 938.24 486.30 938.24 73285 11/08/01 000194 I C M A RETIREMENT TRUS 000194 DEF COMP ~285 11/08/01 000194 I C M A RETIREMENT TRUS 000194 DEF COMP 73285 11/08/01 000194 I C M A RETIREMENT TRUS 000194 DEF COMP 73285 11/08/01 000194 I C M A RETIREMENT TRUS 000194 DEF COMP 73285 11/08/01 000194 I C M A RETIREMENT TRUS 000194 DEF COMP 73285 11/08/01 000194 I C M A RETIREMENT TRUS 000194 DEF COMP 001-2080 165-2080 190'2080 194-2080 280-2080 300-2080 5,129.22 445.86 556.03 16.50 166.78 49.99 6,364.38 73286 11/08/01 001407 INTER VALLEY POOL SUPPL POOL SANITIZING CHEMICALS 190-186-999'5250 241.02 73286 11/08/01 001407 INTER VALLEY POOL SUPPL POOL SANITIZING CHEMICALS 190-186-999-5250 199.49 440.51 VOUCHRE2 CITY OF TEMECULA PAGE 9 11/08/01 10:55 VOUCRER/CRECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CBECK NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT }~3287 11/08/01 002140 JAGUAR COMPUTER SYSTEMS EMAIL QTRLY SUPPORT & MNTC 320-199-999-5211 300.00 73287 11/08/01 002140 JAGUAR COMPUTER SYSTEMS NETWORK EQUIPMENT MNTC/REPAIRS 320-199-999-5248 892.50 1,192.50 73288 11/08/01 003046 K F R 0 G 95.1FM RADIO RADIO ADS:ROWL SPOOKTACULAR 280-199'999-5362 400.00 400.00 73289 11/08/01 004763 KAR-GOR INC TRAFICON VIDEO DETECTION SYS 001-164-602-5412 4,563.00 73289 11/08/01 004763 KAR-GOR INC SALES TAX 001-164'602'5412 342.23 4,905.23 73290 11/08/01 004104 KINETIC SYSTEMS INC HVAC REPAIRS @ FIRE STN 84 001'171'999'5212 290.00 73290 11/08/01 004104 KINETIC SYSTEMS INC HVAC MNTC & REPAIRS:MNTC FAC 340-199-702-5212 120.00 410.00 73291 11/08/01 003631 KLEINFELDER INC AUG/SEP GEOTECH SVCS:SR CENTER 210-190-163'5804 2,193.50 2,193.50 73292 11/08/01 004597 LIFECOM INC GAS DETECTOR BATTERIES/CHARGER 190-186-999-5242 181.57 181.57 73293 11/08/01 004087 LOWEIS RARDWARE SUPPLIES: TCSD MNTC 190-180-999-5212 ~.10 73.10 73294 11/08/01 004141 MAINTEX INC CRC CUSTODIAL SUPPLIES 190-182-999-5212 84.15 84.15 73295 11/08/01 004068 MANALILI, AILEEN ENTERTAINMENT:HIGH HOPES ANNIV 190-183-999-53~ 150.00 150.00 ~296 11/08/01 001967 MANPOWER TEMPORARY SERV TEMP HELP W/E 10/21 BEDLMEYER 001-163-999-5118 183.83 73296 11/08/01 001967 MANPOWER TEMPORARY SERV TEMP HELP W/E 10/21 SEDLMEYER 001-165-999-5118 183.83 73296 11/08/01 001967 MANPOWER TEMPORARY SERV TEMP HELP W/E 10/21 SEDLMEYER 001-164-604-5118 183.84 73296 11/08/01 001967 MANPOWER TEMPORARY 8ERV TEMP HELP W/E 10/21MCCLANARAN 001-161-999-5118 516.00 ~296 11/08/01 001967 MANPOWER TEMPORARY SERV CREDIT:INCORRECT BILLING 001-163-999-5118 29.03- 73296 11/08/01 001967 MANPOWER TEMPORARY SERV CREDIT:INCORRECT BILLING 001'165-999-5118 29.03- 73296 11/08/01 001967 MANPOWER TEMPORARY SERV CREDIT:INCORRECT BILLING 001-164'604'5118 29.04' 980.40 73297 11/08/01 003847 MAXIMUS, INC (VRM) RENEW ANNUAL SVC PLAN FOR VRM 320-199-999-5211 795.00 795.00 73298 11/08/01 MERTZEL, SCOTT REFUND:YOUNG DISCOVERERS CLUB 190-183-4982 8.00 73299 11/08/01 003076 MET LIFE INSURANCE COMP 003076 DENTALML 001'2340 4,489.03 73299 11/08/01 003076 MET LIFE INSURANCE COMP 003076 DENTALML 165'2340 200.93 73299 11/08/01 003076 MET LIFE INSURANCE COMP 003076 DENTALML 190-2340 687.56 7-3299 11/08/01 003076 MET LIFE INSURANCE COMP 003076 DENTALML 193-2340 61.12 7~5299 11/08/01 003076 MET LIFE INSURANCE COMP 003076 DENTALML 194-2340 5.44 73299 11/08/01 003076 MET LIFE INSURANCE COMP 003076 DENTALML 280-2340 100.45 73299 11/08/01 003076 MET LIFE INSURANCE COMP 003076 DENTALML 330-2340 18.15 73299 11/08/01 003076 MET LIFE INSURANCE COMP 003076 DENTALML 340-2340 130.60 8.00 5,693.28 73300 11/08/01 001384 MINUTEMAN PRESS BUSINESS CARDS:K.JESTER 001-140-999-5222 106.60 73300 11/08/01 001384 MINUTEMAN PRESS SALES TAX 001-140-999-5222 7.99 73300 11/D8/01 001384 MINUTEMAN PRESS BUSINESS CARDS:GENERIC TEM.P.D 001-170-999-5222 79.50 73300 11/08/01 001384 MINUTEMAN PRESS BUSINESS CARDS:R.H./M.L./G.B. 001-170-999-5222 119.25 73300 11/08/01 001384 MINUTEMAN PRESS BUSINESS CARDS:D.BIRNEY 001-170-999-5222 106.60 73300 11/08/01 001384 MINUTEMAN PRESS SALES TAX 001-170-999-5222 22.90 73300 11/08/01 001384 MINUTEMAN PRESS BUSINESS CARDS:W.OTT 190-180-999-5222 39.75 ~300 11/08/01 001384 MINUTEMAN PRESS SALES TAX 190-180-999-5222 2.98 485.57 VOUCHRE2 CITY OF TEMECULA PAGE 10 11/0B/01 10:55 VOUCNER/CRECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM NUMBER DATE NUMBER NAME DESCRIPTION ACCOUNT ITEM CHECK NUMBER AMOUNT AMOUNT 73301 11/08/01 000883 MONTELEONE EXCAVATING CITY WIDE SANDBAGGING 001-164-601-5402 4,810.00 4,810.00 73302 11/08/01 003715 MORTON TRAFFIC MARKINGS STENCIL PAINT/PW MAINT CREWS 001-164-601-5218 1,007.82 73302 11/08/01 003715 MORTON TRAFFIC MARKINGS STENCIL PAINT/PW MAINT CREWS 001-164-601-5218 1,241.63 2,249.45 73303 11/0B/01 001986 MUZAK IRC NOV MUSIC BROADCAST:OLD TOWN 001-164-603-5250 59.50 59.50 73304 tl/08/01 003964 OFFICE DEPOT BUSINESS S OFFICE SUPPLIES FOR GIB 001-161-610-5220 73304 11/08/01 003964 OFFICE DEPOT BUSINESS S OFFICE SUPPLIES:P.D.TOWN CTR 001-170-999-5229 81.34 249.60 330.94 73305 11/08/01 002668 OMEGA LAKE SERVICES NOV DUCK POND WATER MAINT SVCS 190-180-999-5250 800.00 800.00 73306 11/08/01 003762 P M X MEDICAL SPECIALTY 73306 11/08/01 003762 P M X MEDICAL SPECIALTY 73306 11/08/01 003762 P M X MEDICAL SPECIALTY 73306 11/08/01 003762 P M X MEDICAL SPECIALTY 73306 11/08/01 003762 P M X MEDICAL SPECIALTY CONE MASK FOR MAIL PROCESSING 340-199-701-5250 SMALL VINYL GLOVES/MAIL PROCES 340-199-701-5250 MED VINYL GLOVES/MAIL PROCESS 340-199-701-5250 FREIGHT 340-199-701-5250 SALES TAX 340-199-701-5250 9.12 4.25 4.25 5.30 1.32 24.24 73307 11/08/01 004756 PAC WEST LLC/SHARPS ACB MISC SUPPLIES:FIRE STN 92 SIGN 210-165-739-5610 73307 11/08/01 004756 PAC WEST LLC/SHARPB ACE SALES TAX 210-165-739-5610 105.17 7.89 113.06 73308 11/08/01 001958 PERS LONG TERM CARE PRO 001958 PERB L-T 001-2122 83.99 83.99 73309 11/08/01 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-164-601-5260 73309 11/08/01 000249 PETTY CASH PETTY CASfl REIMBURSEMENT 001-164-601-5260 73309 11/08/01 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-164-604-5262 73309 11/08/01 000249 PETTY CASR PETTY CASH REIMBURSEMENT 190-180-999-5260 73309 11/08/01 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-120-999-5225 73309 11/08/01 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-120-999-5225 73309 11/08/01 000249 PETTY CASH PETTY CASN REIMBURSEMENT 190-183-999-5370 73309 11/08/01 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-183-999-5370 73309 11/08/01 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-110-999-5260 73309 11/08/01 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-180-999-5250 73309 11/08/01 000249 PETTY CASH PETTY CASN REIMBURSEMENT 001-140-999-5261 73509 11/08/01 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-164-601-5260 73309 11/08/01 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-140-999-5261 73309 11/08/01 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-150-999-5265 73309 11/08/01 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-184-999-5301 73309 11/08/01 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-183-999-5370 73309 11/08/01 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-183-999-5370 73309 11/08/01 000249 PETTY CASH PETTY CASH REIMBURSEMENT 340-199-701-5212 73309 11/08/01 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-150-999~5265 73309 11/08/01 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-111-999-5260 73309 11/08/01 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-183-999-5370 4.26 6.50 5.00 17.89 19.00 5.45 23.70 9.00 7.47 28.56 15.00 7.46 7.10 51.26 6.84 8.71 6.50 10.52 8.00 19.75 286.87 73310 11/08/01 002185 POSTMASTER - TEMECULA POSTAGE DUE:TRUST ACCT 000147 330-199'999-5230 50.00 50.00 73311 11/08/01 000254 PRESS ENTERPRISE COMPAN SEP VAR. PUBLIC NTCS:CTY CLERK 001-120-999-5256 73311 11/08/01 000254 PRESS ENTERPRISE COMPAN SEP VAR. PUBLIC NTCS:CTY CLERK 001-120-999-5256 73311 11/08/01 000254 PRESS ENTERPRISE COMPAN SEP VAR. PUBLIC NTCS:PLANNING 001-161-999-5256 75311 11/08/01 000254 PRESS ENTERPRISE COMPAN SEP VAR. PUBLIC NTCS:CTY CLERK 001-120-999-5256 869.11 618.89 67.68 VOUCHRE2 CITY OF TEMECULA PAGE 11 11/08/01 10:55 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM NUMBER DATE NUMBER NAME DESCRIPTION ACCOUNT ITEM CHECK NUMBER AMOUNT AMOUNT 73311 11/08/01 000254 PRESS ENTERPRISE COMPAN CREDIT:BILLING ERROR 001-120-999-5256 107.50- 1,529.18 73312 11/08/01 000981 R H F RADAR EQUIP REPAIR & MAINT 001-170-999-5215 122.32 122.32 73313 11/08/01 004318 R J BULLARD CONSTRUCTIO REL.RETENTION:PALA SOUNDWALL 210-2035 34,656.01 34~656.01 73314 11/08/01 004494 RAMONA TIRE IRC 73314 11/08/01 004494 RAMONA TIRE INC CREDIT:LABOR ON INV# 65694 001-171-999-5214 TIRES:STN 84 MEDIC SQUAD VEH. 001-171-999'5214 36.00- 542.28 506.28 73315 11/08/01 000947 RANCHO REPROGRAPHICS DUPL. BLUEPRINTS:PWO0-31 001-165'999-5250 111.91 111.91 73316 1t/08/01 RICHMOND AMERICA HOMES DIF REIMB PER AGRMNT:MARG.RD. 120'199'4242 49,715.77 49,715.77 73317 11/08/01 000266 RIGHTWAY NOV EQUIP RENTAL-LONG CYN CRK 190'180-999-5238 54.38 54.38 73318 11/08/01 000353 RIVERSIDE CO AUDITOR 73318 11/08/01 000353 RIVERSIDE CO AUDITOR SEP PARKING CITATION ASSESSMNT 001-2260 SEP PARKING CITATION ASSESSMNT 001-2265 1,355.00 612.00 1,967.00 73319 11/08/01 001365 RIVERSIDE CO ENVIRONMEN RENEW ANNZL PRMT:R.V.SNACK BAR 190'180'999-5250 73.00 73319 11/08/01 001365 RIVERSIDE CO ENVIRONMEN RENEW ANNUL PRMT:PALOMA PARK 190-180-999-5250 73.00 146.00 73320 11/08/01 000411 RIVERSIDE CO FLOOD CONT PLAN CHECK FEES FOR PALA RD 210-165'603'5802 30.99 30.99 73321 11/08/01 000268 RIVERSIDE CO HABITAT OCT 2001 K-RAT PAYMENT 001-2300 48,005.00 48,005.00 73322 11/08/01 000815 ROWLEY, CATHY TCSD INSTRUCTOR EARNINGS 190-183-999-5330 73322 11/08/01 000815 COWLEY, CATHY TCSD INSTRUCTOR EARNINGS 190-183-999-5330 73322 11/08/01 000815 ROWLEY, CATHY TDSD INSTRUCTOR EARNINGS 190-183-999-5330 73323 11/08/01 S.C.A.C.E.O. ANNUAl MEMBERSHIP:J.VOSHALL 001-161-999-5226 73323 11/08/01 S.C.A.C.E.O, ANNUAL MEMBERSHIP:M.SALAZAR 001-161-999-5226 73323 11/08/01 S.C.A.C.E.O. ANNUAL MEMBERBHIP:T.COLE 001-161-999-5226 640.00 192.00 64.00 40.00 40.00 40.00 896.00 120.00 73324 11/08/01 SCHNEIDER, KARER REFUND:SEE.DEPOSIT:MS01-2858 190-2900 100.00 100.00 73325 11/08/01 000645 SMART & FINAL IRC 73325 11/08/01 000645 SMART & FINAL INC RECREATION SUPPLIES FOR MPSC 190-181-999-5301 RECREATION SUPPLIES 190-183-999-5371 102.17 10,27 112.44 73326 11/08/01 000537 SO CALIF EDISON OCT 2'10-331-2153 TCC 190-184'999'5240 73326 11/08/01 000537 SO CALIF EDISON OCT 2'19-538-2262 VARIOUS MTRS 190-180-999-5240 73326 11/08/01 000537 SO CALIF EDISON OCT 2'20-798-3248 VARIOUS MTRB 190-188-999'5240 73326 11/08/01 000537 SO CALIF EDISON OCT 2-20-798-3248 VARIOUS MTRS 190-180-999-5240 73326 11/08/01 000537 SO CALIF EDISON OCT 2-19-683-3255 FRONT ST PED 001-164-603-5319 73326 11/08/01 000537 SO CALIF EDISON OCT 2-23-153-5501 MARGARITA 190-180'999-5240 73326 11/08/01 000537 SO CALIF EDISON OCT 2-05'791-8807 VARIOUS MTRS 190'180-999-5319 73326 11/08/01 000537 SO CALIF EDISON OCT 2-23-051'9399 MARGARITA 190-180-999-5240 945,21 378,22 12,04 530,94 25,12 3,530,92 14,71 5,555.21 73327 11/08/01 000519 SOUTH COUNTY PEST CONTR CITY HALL PEST CONTROL SVCS 340-199-701-5250 73327 11/08/01 000519 SOUTH COUNTY PEST CONTR CRC PEST CONTROL SVCS 190-182-999-5250 73327 11/08/01 000519 SOUTH COUNTY PEST CONTR TCC PEST CONTROL BVCS 190-184-999-5250 73327 11/08/01 000519 SOUTH COUNTY PEST CONTR MAINT FAC PEST CONTROL SVCS 340-199-702-5250 56,00 90,00 36,00 40.00 VOUCBRE2 CITY OF TEMECULA PAGE 12 11/08/01 10:55 VOUCHER/CNECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT NUMBER DATE NUMBER NAME DESCRIPTION NUMBER ITEM AMOUNT CHECK AMOUNT 73327 11/08/01 000519 SOUTH COUNTY PEST CONTR SENIOR CENTER PEST CONTROL BVC 190-181-999-5250 73327 11/08/01 000519 SOUTB COUNTY PEST CONTR TES POOL PEST CONTROL SVCS 190-186-999-5250 29.00 39.00 290.00 ~328 11/08/01 003467 SPECTRUM POOL PRODUCTS EXTENSION S HOOK 190-186-999-5242 73328 11/08/01 003467 SPECTRUM POOL PRODUCTS RATCHET TAKE UP REEL 190-186-999-5242 73328 11/08/01 003467 SPECTRUM POOL PRODUCTS COVER FOR TAKE UP REEL 190'186-999'5242 73328 11/08/01 003467 SPECTRUM POOL PRODUCTS FREIGHT 190-186-999-5242 114.00 119.55 20.16 14.56 268.27 73329 11/08/01 STEVENS, KIM REFUND:KIT.SURVIVAL/AMAZ.CHEFS 190-183-4982 131.00 73330 11/08/01 STORCHHEIM, ROBERT "BLDG DEPT ADMIN. NEWSLETTER" 001-162-999-5228 38.00 38.00 73331 11/08/01 000574 SUPERTONER HP PRINTER SUPPLIES 320-199'999'5221 73331 11/08/01 000574 SUPERTONER HP PRINTER MAINTENANCE SVC 320'199-999'5215 1,469.48 587.32 2,056.80 73332 11/08/01 004456 T & M CONSTRUCTION PRGS PMT#5:MAINT FAC:PWO0-16 210-190-158-5804 73332 11/08/01 004456 T & M CONSTRUCTION RET.W/H PMT#5:MAINT FAC:00-16 210-2035 73332 11/08/01 004456 T & M CONSTRUCTION RELEASE STP NTC:MNTC FAC:RESOU 210-2038 73332 11/08/01 004456 T & M CONSTRUCTION REL.NTC:STEEL TECB:MAINT FAC 210-2038 73332 11/08/01 004456 T & M CONSTRUCTION STOP NTC:MAINT FAC:WEYERHAEUSE 210-2038 73332 11/08/01 004456 T & M CONSTRUCTION STP NTC:MNTC FAC:RESOURCE BLDG 210-2038 116,571.75 11,657.18- 8,155.73 5,600.00 13,405.74- 8,155.73- 97,108.83 T~333 11/08/01 TAFOYA, CHRISTINA REFUND:BEC.DEPOSIT:MS01-0970 190-2900 73334 11/08/01 000305 TARGET STORE CRC RECREATION SUPPLIES 190-183-999-5320 73334 11/08/01 000305 TARGET STORE SPOOKTACULAR SUPPLIES 190-183-999-5370 73334 11/08/01 000305 TARGET STORE SPOOKTACULAR SUPPLIES 190-183-999-5370 73334 11/08/01 000305 TARGET STORE RECREATION SUPPLIES 190-183-999-5370 73334 11/08/01 000305 TARGET STORE RECREATION SUPPLIES 190-183-999-5370 100.00 48.44 10.23 157.82 81.50 36.76 100.00 334.75 73335 11/08/01 001547 TEAMSTERS LOCAL 911 001547 UN DUES 001-2125 781.88 73335 11/08/01 001547 TEAMSTERS LOCAL 911 001547 UN DUES 190-2125 147.37 73335 11/08/01 001547 TEAMSTERS LOCAL 911 001547 UN DUES 193-2125 18.00 73335 11/08/01 001547 TEAMSTERS LOCAL 911 001547 UN DUES 194-2125 2.25 73335 11/08/01 001547 TEAMSTERS LOCAL 911 001547 UN DUES 320-2125 67.50 73335 11/08/01 001547 TEAMSTERS LOCAL 911 001547 UN DUES 330-2125 33.75 73335 11/08/01 001547 TEAMSTERS LOCAL 911 001547 UN DUES 340-2125 51.75 73336 11/08/01 004761 TEK TIME SYSTEMS, LLC REPAIR & MAINT:DATE/TIME STAMP 001-140-999-5250 151.05 1,102.50 151.05 73337 11/08/01 000642 TEMECULA CITY FLEXIBLE EMPLOYEE CONTRIBUTION TO FLEX 001-1020 73337 11/08/01 000642 TEMECULA CITY FLEXIBLE EMPLOYEE CONTRIBUTION TO FLEX 165-1020 73337 11/08/01 000642 TEMECULA CITY FLEXIBLE EMPLOYEE CONTRIBUTION TO FLEX 190-1020 73337 11/08/01 000642 TEMECULA CITY FLEXIBLE EMPLOYEE CONTRIBUTION TO FLEX 194-1020 ~337 11/08/01 000642 TEMECULA CITY FLEXIBLE EMPLOYEE CONTRIBUTION TO FLEX 192-1020 73337 11/08/01 000642 TEMECULA CITY FLEXIBLE EMPLOYEE CONTRIBUTION TO FLEX 193-1020 73337 11/08/01 000642 TEMECULA CITY FLEXIBLE EMPLOYEE CONTRIBUTION TO FLEX 280-1020 73337 11/08/01 000642 TEMECULA CITY FLEXIBLE EMPLOYEE CONTRIBUTION TO FLEX 330-1020 73337 11/08/01 000642 TEMECULA CITY FLEXIBLE EMPLOYEE CONTRIBUTION TO FLEX 340-1020 73338 11/08/01 000168 TEMECULA FLOWER CORRAL SUNSHINE FUND 001-2170 4,060.76 225.00 934.00 3.75 1.25 9.75 75.00 466.66 11.25 46.17 5,787.42 46.17 VOUCHRE2 CITY OF TEMECULA PAGE 13 11/08/01 10:55 VOUCNER/CRECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK CHECK VENDOR VENDOR NUMBER DATE NUMBER NAME 73339 11/08/01 003677 TEMECULA MOTORSPORTS LL 73339 11/08/01 003677 TEMECULA MOTORSPORTS LL 73339 11/08/01 003677 TEMECULA MOTORSPORTS LL 73339 11/08/01 0036?? TEMBCULA MOTORSPORTS LL 73340 11/08/01 004770 TEMECULA TRADERS 73341 11/08/01 000307 TEMECULA TROPHY COMPANY 73342 11/08/01 TEMECULA VALLEY ART LEA 73343 11/08/01 000306 TEMECULA VALLEY PIPE & 73350 11/08/01 003366 TORAH DEVELOP. & CONSTR 73351 11/08/01 000320 TOWNE CENTER STATIONERS 73351 11/08/01 000320 TOWNE CENTER STATIONERS 73351 11/08/01 000320 TOWNE CENTER STATIONERS 73352 11/08/01 003031 TRAFFIC CONTROL SERVICE 73352 11/08/01 003031 TRAFFIC CONTROL SERVICE 73353 11/08/01 000459 TUMBLE JUNGLE FITNESS G 7~5353 11/08/01 000459 TUMBLE JUNGLE FITNESS G 73353 11/08/01 000459 TUMBLE JUNGLE FITNESS G 73353 11/08/01 000459 TUMBLE JUNGLE FITNESS G 73353 11/08/01 000459 TUMBLE JUNGLE FITNESS G 73353 11/08/01 000459 TUMBLE JUNGLE FITNESS G 73353 11/08/01 000459 TUMBLE JUNGLE FITNESS G ITEM ACCOUNT ITEM CHECK DESCRIPTION NUMBER AMOUNT AMOUNT MOTORCYCLE REPAIR/MAINT:TEM PD MOTORCYCLE REPAIR/MAINT:TEM PD MOTORCYCLE REPAIR/MAINT:TEM PD MOTORCYCLE REPAIR/MAINT:TEM PD 001-170-999-5214 001-170-999-5214 001-170-999-5214 001-170-999-5214 HISTORIC DOCUMENTS DATED 1869 190-185-999-5250 SPOOKTACULAR CARNIVAL AWARDS 190-183-999-5370 REFUND;SEC.DEPOSIT:MS01-2844 190-2900 VAR PARKS IRRIG/MAINT SUPPLIES 190-180-999-5212 2ND DRAW:REPAINT LIGHT POLES 001-164-603-5250 OFFICE SUPPLIES PUBLIC WORKS OFFICE SUPPLIES LAND DEV. OFFICE SUPPLIES FOR LIP DIV 001-164-604-5220 001-163-999-5220 001-165-999-5220 MISC. SUPPLIES FOR PUBLIC WORK 001-164-601-5218 MISC. SUPPLIES FOR PUBLIC WORK 001-164-601-5218 TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS 73354 11/08/01 001065 U S C M WEST (DEF COMP) 001065 DEF COMP 73354 11/08/01 001065 U S C M WEST (DEF COMP) 001065 DEF COMP 73354 11/08/01 001065 U S C M WEST (DEF COMP) 001065 DEF COMP 73354 11/08/01 001065 U S C M WEST (DEF COMP) 001065 DEF COMP 73354 11/08/01 001065 U S C M WEST (DEF COMP) 001065 DEF COMP 73354 11/08/01 001065 U S C M WEST (DEF COMP) 001065 DEF COMP 73354 11/08/01 001065 U S C M WEST (DEF COMP) 001065 DEF COMP 73354 11/08/01 001065 U S C M WEST (DEF COMP) 001065 DEF COMP 73354 11/08/01 001065 U 8 C M WEST (DEF COMP) 001065 DEF COMP 73355 11/08/01 000389 U S C M WEST (OBRA) 000389 PT RETIR 73355 11/08/01 000389 U S C M WEST (OBRA) 000389 PT RETIR 73355 11/08/01 000389 U S C M WEST (OBRA) 000389 PT RETIR 73355 11/08/01 000389 U S C M WEST (OBRA) 000389 PT RETIR 73355 11/08/01 000389 U S C M WEST (OBRA) 000389 PT RETIR 73355 11/08/01 000389 U S C M WEST (OBRA) 000389 PT RETIR 73355 11/08/01 000389 U B C M WEST (OBRA) 000389 PT RETIR 73355 11/08/01 000389 U S C M WEST (OBRA) 000389 PT RETIR 73356 11/08/01 004486 UNION 76 190-183-999-5330 190-183-999-5330 190-183-999-5330 190-183-999-5330 190-183-999-5330 190-183-999-5330 190-183-999-5330 001-2080 190-2080 192-2080 193-2080 194-2080 280-2080 300-2080 820-2080 340-2080 165-2160 190-2160 193-2160 280-2160 320-2160 330-2160 340-2160 CITY VEHICLE FUEL USAGE 754.59 6.94 282.23 99.48 350.00 136.77 100.00 310.04 5,000.00 317.00 304.52 247.03 51.99 806.25 352.80 196.00 274.40 196.00 313.60 268.80 134.40 9,718.12 1,935.37 2.50 118.50 29.51 16.20 88.54 1,416.68 145.15 84.18 23.38 24.10 36.28 62.58 32.58 20.35 1,143.24 350.00 136.77 I00.00 310.04 5,000.00 868.55 858.24 13,470.57 2,393.42 20.35 VOUCHRE2 CITY OF TEMECULA PAGE 14 11/08/01 10:55 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK NUMBER CHECK VENDOR VENDOR DATE NUMBER NAME ITEM ACCOUNT ITEM CHEEK DESCRIPTION NUMBER AMOUNT AMOUNT 73357 11/08/01 000325 UNITED WAY 000325 UW 001-2120 127.05 73357 11/08/01 000325 UNITED WAY 000325 UW 165-2120 8.75 73357 11/08/01 000325 UNITED WAY 000325 UW 190-2120 22.61 73357 11/08/01 000325 UNITED WAY 000325 UW 192-2120 .10 73357 11/08/01 000325 UNITED WAY 000325 UW 193-2120 2.21 73357 11/08/01 000325 UNITED WAY 000325 UW 194-2120 .50 73357 11/08/01 000325 UNITED WAY 000325 UW 280-2120 2.50 73357 11/08/01 000325 UNITED WAY 000325 UW 320-2120 5.00 73357 11/08/01 000325 UNITED WAY 000325 UW 330-2120 5.00 73357 11/08/01 000325 UNITED WAY 000325 UW 340-2120 .58 73358 73358 73358 73358 73358 73359 73360 73360 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 11/08/01 004261 VERIZON CALIFORNIA 004261 VERIZON CALIFORNIA 004261 VERIZON CALIFORNIA 004261 VERIZON CALIFORNIA 004261 VERIZON CALIFORNIA 003487 VETERANS OF FOREIGN WAR 001342 WAXIE SANITARY SUPPLY I 001342 WAXIE SANITARY SUPPLY I 003607 XPECT FIRST AID 73361 OCT XXX-1289 PRATT OCT XXX-1408 PD SATELLITE STN OCT XXX-2629 NAGGAR OCT XXX-3539 GENERAL USAGE OCT XXX-5509 GENERAL USAGE 320-199-999-5208 001-170-999-5229 320-199-999-5208 320-199-999-5208 320-199-999-5208 PARTIAL PMT CSF AWARD FY 00-01 001-101-999-5267 VAR PRK SITES TRASH CAN LINERS 190-180-999-5212 SALES TAX 190-180-999-5212 FIRST AID SUPPLIES - PW 49.23 343.95 63.28 38.35 130,50 2,500.00 380.70 28.55 26.29 174.30 625.31 2,500.00 409.25 26.29 TOTAL CHECKS 534~693.88 VOUCHRE2 CITY OF TEMECULA PAGE 9 11/15/01 14:46 VOUCHER/CHECK REGISTER FOR ALL PER]ODS FUND TITLE 001 GENERAL FUND 165 RDA DEV' LOW/MOD SET ASIDE 190 COMMUNITY SERVICES DISTRICT 192 TCSD SERVICE LEVEL B 193 TCSD SERVICE LEVEL C 194 TESD SERVICE LEVEL D 210 CAPITAL IMPROVEMENT PROJ FUND 280 REDEVELOPMENT AGENCY ' CIP 300 INSURANCE FUND 320 INFORMATION SYSTEMS 330 SUPPORT SERVICES 340 FACILITIES 390 TCSD DEBT SERVICE AMOUNT 11,099.66 33,892.15 6,053.12 14.04 25,114.68 2,900.26 4,762.29 3,143.98 2,345.03 3,609.88 4,180.00 TOTAL 298,810.55 VOUCBRE2 11/15/01 14;46 VOUCHER/ CHECK CHECK NUMBER DATE 73364 11/15/01 73365 11/15/01 73366 11/15/01 73367 11/15/01 73367 11/15/01 73368 11/15/01 73369 11/15/01 73370 11/15/01 73370 11/15/01 73371 11/15/01 73372 11/15/01 73373 11/15/01 73374 11/15/01 73375 11/15/01 73375 11/15/01 73376 11/15/01 73376 11/15/01 73376 11/15/01 73376 11/15/01 73376 11/15/01 73376 11/15/01 73377 11/15/01 73378 11/15/01 73378 11/15/01 73379 11/15/01 73379 11/15/01 73380 11/15/01 73381 11/15/01 73381 11/15/01 73382 11/15/01 73383 11/15/01 CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS VENDOR VENDOR NUMBER NAME 001985 A E P (ASSOC OF ENVIRO 004054 ADKISON ENGINEERS INC AMATO, KYM 000101 APPLE ONE~ INC. 000101 APPLE ONE~ INC. 002541 BECKER CONSTRUCT[ON SRV BOY SCOUTS OF AMERICA BRA[N-BEHAVIOR, EDUCATI BRAIN-BEHAVIOR, EDUCATI 003724 C A P P O~ INC. 003138 CAL MAT 000502 000131 000131 003735 003735 003735 0O3735 003735 003735 002989 ITEM DESCRIPTION OCT SURVEY SVCS:VAIL FIRE STN REFUND: TINY TOTS-CREATIVE BEG TEMP HELP W/E 10/20 ARZ[NGER TEMP HELP W/E 10/27 ROSS CITYWIDE ASPHALT CUTTING:PW RE-ISSUE CK:SECURITY DEPOSIT REFD:ROOM RENTAL CANCELLATION REFD:ROOM RENTAL CANCELLATION CAPPO CF:OI/22-24/O2:VOLLMUTH PW PATCH TRUCK MATERIALS CALIF MUNICIPAL STATIST UPDATED CITY'S DEBT STATEMENT CAMPBELL~ PATTY CARL WARREN & COMPANY I CARL WARREN & COMPANY I CINGULAR WIRELESS (EQUI CINGULAR WIRELESS (EQUI CINGULAR WIRELESS (EQUI REFUND: BELLY DANCE CLASS CLAIM ADJUSTER SERVICES CLAIM ADJUSTER SERVICES PCS PHONE EQUIPMENT:INFO SYS MOBIL PHONE HANDSFREE UNITS MOBIL PHONE HANDSFREE UNITS CINGULAR WIRELESS (EQUI SALES TAX CINGULAR WIRELESS (EQUI SALES TAX CINGULAR WIRELESS (EQUI PCS PHONE EQUIPMENT:INFO SYS 001193 COMP U S A INC 001193 COMP U S A INC 000442 COMPUTER ALERT SYSTEMS 000442 COMPUTER ALERT SYSTEMS CONNOLLY~ SARA ACCO(JNT NUMBER 001-161-999-5261 210-165-739-5802 190-183-4982 190-180-999-5118 001-110-999-5118 001-164-601-5402 190-2900 190-2900 190-184-4990 001-140-999-5261 001-164-601-5218 001-140-999-5250 190-183-4982 300-199-999-5205 300-199-999-5205 320-199-999-5242 001-163~999-5242 001-165-999-5242 001-163-999-5242 001-165-999-5242 320-199-999-5242 CLEAR IMAGE WINDOW CLEA GLASS CANOPY CLEANING @ C.HALL 340-199-701-5250 MISC COMPUTER SUPPLIES 320-199-999-5242 MISC COMPUTER SUPPLIES 320-199~999-5242 RECONNECTED WTRFLW TO MNTC FAC 340-199-702-5212 001923 CONVERSE CONSULTANTS 001923 CONVERSE CONSULTANTS COUNTRY GOOSE, THE 003272 DAISY WHEEL RIBBON COMP RESET ALARM PANEL AT MNTC FAC REIMB:BOOTH SPACE EVENT CANCEL JUL-AUG GEOTECH SVCS:PAVEMENT SEP GEOTECH SVCS:PAVEMENT MGMT REIMB:BOOTH SPACE EVENT CANCEL GIB PLOTTER SUPPLIES:PLANNING 340-199-702-5212 280-199-4060 210-165-655-5804 210-165-655-5804 280-199-4060 001~161-610-5221 ITEM AMOUNT 140.00 21.25 65.00 65.00 4,990.00 100.00 100.00 44.00 325.00 1,234.10 200.00 25.00 614.76 2,535.02 97.49 99.94 149.91 7.49 45.00 104.23 545.69 97.50 65.00 30.00 13,525.25 2,762.50 30.00 471.61 PAGE 1 CHECK AMOUNT 140.00 1,200.00 21.25 130.00 4,990.00 100.00 144.00 325.00 1,234.10 200.00 25.00 3,149.78 527.23 45.00 649.92 162.50 30.00 16,287.75 30.00 471.61 VOUCHRE2 CITY OF TEMECULA PAGE 2 11/15/01 14:46 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK NUMBER 73384 73385 73385 73385 73385 73385 73385 73385 73385 73385 73386 73387 73388 73389 73390 73390 73390 73391 73392 73392 73393 73393 73393 73393 73393 73393 73393 73593 73393 73393 73393 ~393 73393 73394 73395 73395 73395 73395 73395 73395 CHECK VENDOR VENDOR DATE NUMBER HAME 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/Ol 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/O1 11/15/O1 002701 DIVERSIFIED RISK 001380 E S I EMPLOYMENT SERVIC 001380 E S I EMPLOYMENT SERVIC 001380 E S I EMPLOYMENT SERVIC 001380 E S I EMPLOYMENT BERVIC 001380 E S I EMPLOYMENT SERVIE 001380 E S I EMPLOYMENT SERVIC 001380 E S I EMPLOYMENT SERVIC 001380 E S I EMPLOYMENT SERVIC 001380 E S I EMPLOYMENT SERVIC 000523 000395 001165 002060 002060 002060 EAST-WEST TREASURERS EASTERN MUNICIPAL WATER ECONOMIC DEVELOPMENT CO ENTERTAINMENT PUBLICATI EUROPEAN DELI & CATERIN EUROPEAN DELI & CATERIN EUROPEAN DELI & CATERIN EYERMAN, KIRSTEN 000478 FAST SIGNS 000478 FAST SIGNS 000165 FEDERAL EXPRESS INC 000165 FEDERAL EXPRESS INC 000165 FEDERAL EXPRESS INC 000165 FEDERAL EXPRESS INC 000165 FEDERAL EXPRESS 000165 FEDERAL EXPRESS INC 000165 FEDERAL EXPRESS INC 000165 FEDERAL EXPRESS INC 000165 FEDERAL EXPRESS INC 000165 FEDERAL EXPRESS 000165 FEDERAL EXPRESS INC 000165 FEDERAL EXPRESS INC 000165 FEDERAL EXPRESS INC 002832 FENCE BUILDERS 003347 FIRST BANKCARD CENTER 003347 FIRST BANKCARD CENTER 003347 FIRST BANKCARD CENTER 003347 FIRST BANKCARD CENTER 003347 FIRST BANKCARD CENTER 003347 FIRST BANKCARD CENTER ITEM ACCOUNT ITEM CHECK DESCRIPTION NUMBER AMOUNT AMOUNT OCT SPECIAL EVENTS PREMIUMS 300-2180 TEMP HELP W/E 11/02 RUSH TEMP HELP W/E 11/02 EBON TEMP HELP W/E 11/02 HANSEN TEMP HELP W/E 11/02 HANBEN TEMP HELP W/E 11/02 HANSEN TEMP HELP N/E 11/02 HANSEN TEMP HELP W/E 11/02 OBMANN TEMP HELP N/E 11/02 HEER TEMP HELP W/E 11/02 MCCOY 340-199-701-5118 001-161-999-5118 001-164-604-5118 001-120-999-5118 190-180-999-5118 001-171-999-5118 001-161-999-5118 REIMB:BOOTH SPACE EVENT CANCEL 280-199-4060 95366-02 DIEGO DR LDSCP 193-180-999-5240 01-02 ECONOMIC DEVEL FUNDING 001-111-999-5264 TCSD TEEN FUND-RAISER BK SELLS 190-182-4980 REFRESHMENTS:PLANT EQUIP MTG 001-171-999-5260 REFRESHMENTS:PLANT EQUIP MTG 001-171-999-5260 REFRESHMENTS:COUNCIL MTG 11/13 001-100-999-5260 REFUND: TINY TOTS CREATIVE BEG 190-183-4982 2-NO PRKG SIGNS FOR OLD TWN R&R DATES ON RTA BANNER:RDA 280-199-999-5362 190-183-999-5370 EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES 001-165-999-5230 001-110-999-5230 001-140-999-5230 001-162-999-5230 001-163-999-5230 001-171-999'5230 001-150-999-5230 001-162-999-5230 001-164-604-5230 001-111-999-5230 001-165-999-5230 001-150-999-5230 RES IMPR PRGM:RICHARDSON,G. 165-199-813-5804 XX-3083 NAGGAR:PROF MTG 1N T~N 001-100-999-5260 XX-5288 JONES:MTGB/TRAVEL/BUPP 320-199-999-5211 XX-5288 JONES:MTGS/TRAVEL/SUPP 001-120-999-5220 XX-5288 JONES:MTGS/TRAVEL/SUPP 001-120-999-5258 XX-5288 JONES:MTGG/TRAVEL/SUPP 001-100-999-5260 XX-5288 JONES:MTGB/TRAVEL/SUPP 320-199-999-5258 1,602.64 1,194.40 1,406.28 115.80 1,054.47 5.79 1,330.70 2,412.40 2,607.20 30.00 226.20 20,000.00 560.00 93.31 87.54 269.18 30.00 127.47 41.41 14.42 12.92 27.99 17.53 13.83 15.81 12.92 7.40 27.66 28.69 32.10 12.92 12.92 2,450.00 23.90 109.75 98.21 554.00 101.64 370.50 1,602.64 11,991.04 30.00 226.20 20,000.00 560.00 450.03 30.00 168.88 237.11 2,450.00 VOUCHRE2 CITY OF TEMECULA PAGE 3 11/15/01 14:46 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT CHECK AMOUNT 73395 11/15/01 003347 FIRST BANKEARD CENTER XX-5288 JONES:MTGS/TRAVEL/SUPP 001-120-999-5225 55.47 73395 11/15/01 003347 FIRST BANKCARD CENTER XX-5288 JONES:MTGS/TRAVEL/SUPP 320-199-999-5215 512.71 73395 11/15/01 003347 FIRST BANKCARD CENTER XX-5288 JONES:MTGS/TRAVEL/SUPP 320-199-999-5250 59.95 73395 11/15/01 003347 FIRST BANKCARD CENTER XX-5288 JONES:REV LATE CNRGE 001'1990 35.00- 1,851.13 73396 11/15/01 000170 FRANKLIN QUEST COMPANY DAY TIMER SUPPLIES:FINANCE DPT 001-140-999-5220 91.59 91.59 73397 11/15/01 002819 GARWIN & CHAN ASSOCIATE MISC. AUDIO/VIDEO SUPPLIES 320-199-999-5210 281.65 281.65 73398 11/15/01 000177 GLENNIES OFFICE PRODUCT OFFICE SUPPLIES:FIRE DEPT 001-171-999-5220 380.67 73398 11/15/01 000177 GLENNIES OFFICE PRODUCT OFFICE SUPPLIES:FIRE DEPT 001-171-999-5220 85.31 465.98 73399 11/15/01 003895 HAROLD, MARK S. REIMB:ICBO MTG:10/28-30/01 001-162-999-5258 120.03 73400 11/15/01 002906 HEMET FENCE COMPANY RES IMPR PRGM:GRUNAUER,ANTHONY 165-199-813-5804 2,462.00 120.03 2,462.00 73401 11/15/01 HENNEFORTH, LARRY REFUND: BLDG PERMIT B01-1843 001-162-4285 73401 11/15/01 HENNEFORTH, LARRY REFUND: BLDG PERMIT B01-1843 001-2290 136.80 1.24 73402 11/15/01 HERITAGE SECURITY ELECT LIGHT PARADE SECURITY SV 190-183-999-5370 120.00 138.04 120.00 73403 11/15/01 003857 IDEA ART INC IOOPK BELLS & HOLLY LTR PAPER 190-183-999-5)70 19.95 73403 11/15/01 003857 IDEA ART INC 25PK NOTE CARDB W/ENV 190-183-999-5370 26.05 73403 11/15/01 003857 IDEA ART INC 25PK BELLS & HOLLY POSTCARDS 190-183-999-5370 15.00 73403 11/15/01 003857 IDEA ART INC 25PK BELLS & HOLLY ENVELOPE 190-183-999-5370 18.55 73403 11/15/01 003857 IDEA ART INC FREIGHT 190-183-999-5370 10.23 73404 11/15/01 003266 IRON MOUNTAIN OFFSITE OFFSITE RECORDS STORAGE-OCT 001-120-999-5277 158.75 89.78 158.75 73405 11/15/01 JUBTUS, JEANETTE REFUND: TODDLER SWIM LESSONS 190-186-4970 25.00 25.00 73406 11/15/01 004485 K E C ENGINEERING REL RETENTION:PWO0-23CSD SPRT 210-2035 3,286.23 3,286.23 73407 11/15/01 003986 KEVIN COZAD & ASSOCIATE STREET SIGN REPLACEMENT SVCS 001-164-601-5248 4,890.00 4,890.00 73408 11/15/01 001091 KEYSER MARSTON ASSOCIAT ANALYSIS SVC:AFFORDABLE HOUSIN 165-199-999-5850 1,077.17 1,077.17 73409 11/15/01 004104 KINETIC SYSTEMS INC NVAC MNTC & REPAIR @ THE CRC 190-182-999-5212 2,170.00 73409 11/15/01 004104 KINETIC SYSTEMS INC HVAC MNTC & REPAIR @ CITY HALL 340-199-701-5212 240.00 2,410.00 73410 11/15/01 003631 KLEINFELDER INC JUL-AUG GEOTECH SVCS:MARGARITA 210-165-706-5804 2,552.50 73410 11/15/01 003631 KLEINFELDER INC AUG-SEP GEOTECN SVCS:MARGARITA 210-165-706-5804 1,661.00 73410 11/15/01 003631 KLEINFELDER INC SEP GEOTECH SVCS:STREET REPAIR 001-164-601-5248 2,022.00 6,235.50 73411 11/15/01 001282 KNORR SYSTEMS IMC CREDIT:RETURNED PISTON ASSY 190-186-999-5212 36.98- 73411 11/15/01 001282 KNORR SYSTEMS INC MISC POOL SUPPLIES - CRC 190-186-999-5212 87.91 50.93 73412 11/15/01 003974 LANIER, DENISE CALPELRA TRAINING:Il/05-09 001-150-999-5258 1,197.30 1,197.30 73413 11/15/01 LATIN AMERICAN ASSOCIAT REISSUE #63373:REFUND:BEC.DEP. 190-180-4060 100.00 100.00 VOUCHRE2 11/15/01 VOUCHER/ CHEDK NUMBER 73414 73416 73417 73418 73418 73418 73419 73419 73419 73419 73420 73421 ~422 73423 73424 73425 ~426 73426 73427 73427 7342B 73429 }~3430 73431 73432 14:46 CHECK DATE 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS VENDOR NUMBER VENDOR ITEM NAME DESCRIPTION LEMIEUX, ELLEN REFUND: PICNIC SHELTER LIBRARY SYSTEMS & SERVI OCT SVCS-LIBRARY SYSTEM AGRMT M P SIGNS REPLACE STRIPES/#~S:M.S.#84 MAACO AUTO PAINTING & B CITY VEHICLE MAINTENANCE 003286 004776 004772 003782 MAIN STREET SIGNS 003782 MAIN STREET SIGNS 003782 MAIN STREET SIGNS 004141 MAINTEX INC 004141 MAINTEX IRC 004141 MAINTEX INC 004141 MAINTEX INC 004141 MAINTEX INC 004141 MAINTEX 004141 MAINTEX IRC 001967 MANPOWER TEMPORARY SERV 004107 MASSA-LAVITT, SANDRA 003448 MELODYS AD WORKS 001868 MIYAMOTO'JURKOSKY, SUSA N.F.S.A., IN-CLASS SEMI N.F.S.A., IN-CLASS SEMI NICBOLAS, LEAF RESHEETING OF SIGNS:PUBLIC WKS PARKS "NO DUMPING" SIGNS MISC. SIGNS FOR PUBLIC WORKS SR CTR CUSTODIAL SUPPLIES TLC CUSTODIAL SUPPLIES CRC CUSTODIAL SUPPLIES CITY HALL CUSTODIAL SUPPLIES VAR PARK SITES CUSTODIAL SUPPL VAR PARK SITES CUSTODIAL SUPPL MUSEUM CUSTODIAL SUPPLIES TEMP HELP W/E 10/28 MCCLANAHAN 10/19-11/07 CONSULTING SVCS OCT CONSULTING SERVICES TCSD INSTRUCTOR EARNINGS PLR REVIEW/INSPECT SEM:FIRE PR FIRE SPRKLR SYS HYDRAULIC:FIRE REFUND:YOUNG DISCOVERERS CLUB 002898 NIXON EGLI EQUIPMENT CO REPAIR & MAINT. OF PATCH TRUCK 002898 NIXON EGL! EQUIPMENT CO SALES TAX ON INV# 10021370 002139 NORTH COUNTY TIMES- ATT DISPLAY ADS:COMMUNITY SRVCS 002139 NORTH COUNTY TIMES- ATT DISPLAY ADS: PUBLIC NOTICES 002139 NORTH COUNTY TIMES- ATT DISPLAY ADS: PUBLIC WORKS 003964 OFFICE DEPOT BUSINESS S MISC. OFFICE SUPPLIES: FINANCE 002105 OLD TOWN TIRE & SERVICE CITY VEHICLE REPAIRS & MAINT ONTARIO CONVENTION CENT OCVB MEMBERSHIP:GLORIA WOLNICK OSUNA, SUSAN REFUND:TINY TOTS'CREATIVE BEG 003762 P M X MEDICAL SPECIALTY PARAMEDIC SQUAD SUPPLIES 003762 P M X MEDICAL SPECIALTY PARAMEDIC SQUAD SUPPLIES ACCOUNT NUMBER 190-183-4989 001-101-999-5285 001-171-999-5214 001-162-999-5214 190-180-999-5244 001-164-601-5244 190-181-999-5212 190-184-999-5212 190-182-999-5212 340-199-701-5212 190-180-999-5212 190-180-999-5212 190-185-999-5212 001-161-999-5118 001-161-999-5248 280-199-999-5362 190-183-999-5330 001-171-999-5261 001-171-999-5261 190-183-4982 001-164-601-5214 001-164-601-5214 190-180-999-5254 001-120-999-5254 001-165-999-5256 001-140-999-5220 190-180-999-5214 001-111-999-5226 190-183-4982 001-171-999-5311 001-171-999-5311 ITEM AMOUNT 30.00 1,315.80 174.80 319.66 2,421.16 199.95 97.83 86.16 65.23 268.88 151.39 133.46 36.91 65.23 477.30 2,726.00 2,202.17 638.40 447.00 297.00 27.00 854.75 1.59 300.14 120.99 533.80 77.73 14.02 250.00 21.25 508.54 112.00 PAGE 4 CHECK AMOUNT 30.00 1,315.80 174.80 319.66 2,718.94 807.26 477.30 2,726.00 2~202.17 638.40 744.00 27.00 856.34 954.93 77.73 14.82 250.00 21.25 620.54 VOUDHRE2 CITY OF TEMECULA PAGE 5 11/15/01 14:46 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK CHECK VENDOR VENDOR NUMBER DATE NUMBER NAME ITEM ACCOUNT ITEM CHECK DESCRIPTION NUMBER AMOUNT AMOUNT 73433 11/15/01 001248 PAPER DIRECT INC 73433 11/15/01 001248 PAPER DIRECT INC PAPER FOR SPECIAL EVENTS PAPER FOR SPECIAL EVENTS 190-183-999-5370 190-183-999-5370 79.92 124.95 204.87 73434 11/15/01 003218 PELA 73434 11/15/01 003218 PELA OCT PLANNING PLAN CHECK SVCS 001-161-999-5250 OCT TCSD LDSCP PLAN CBECK SVCS 190-180-999-5248 4,560.00 225.00 4,785.00 73435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASB 73435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASH }~3435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASR ~435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASH 73435 11/15/01 000249 PETTY CASH PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASB REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT 190-183-999-5370 190-183-999-5370 001-2175 001-162-999-5261 001-162-999-5261 001-111-999-5270 190-180-999-5263 190-181-999-5301 190-181-999-5301 210-190-170-5801 210-190-165-5802 001-164-604-5260 190-183-999-5370 190-185-999-5220 190-185-999-5301 001-111-999-5270 001-150-999-~250 001-120-999-5225 190-183-999-5370 001-150-999~5260 001-2175 001-140-999-5262 001-171-999-5260 1.40 16.13 50.00 17.51 21.51 50.00 10.00 32.36 12.77 15.04 20.85 20.00 54.83 20.93 20.02 50.00 26.62 11.49 42.00 15.03 19.11 6.90 8.00 26.15 568.65 73437 11/15/01 000580 PHOTO WORKS OF TEMECULA OCT FILM/PHOTO DEV: DIP 73437 11/15/01 000580 PHOTO WORKS OF TEMECULA OCT FILM/PHOTO DEV ' TCSD 001-165'999-5250 190-180'999'5250 55.64 52.49 108.13 73438 11/15/01 000253 POSTMASTER 73438 11/15/01 000253 POSTMASTER 73439 11/15/01 000254 PRESS ENTERPRISE COMPAN ~3439 11/i5/01 000254 PRESS ENTERPRISE COMPAN 73439 11/15/01 000254 PRESS ENTERPRISE COMPAN 73439 11/15/01 000254 PRESS ENTERPRISE COMPAN 73439 11/15/01 000254 PRESS ENTERPRISE COMPAH 73439 11/15/01 000254 PRESS ENTERPRISE COMPAN 73440 11/15/01 000262 RANCHO CALIF WATER DIST 73440 11/15/01 000262 RANCHO CALIF WATER DIST 73440 11/15/01 000262 RANCHO CALIF WATER DIST 73440 11/15/01 00D262 RANCHO DALIF WATER DIST 73440 11/15/01 000262 RANCHO CALIF WATER OIST 73440 11/15/01 000262 RANCHO CALIF WATER DIST 73440 11/15/01 000262 RANCHO CALIF WATER DIST EXPRESS MAIL & POSTAL SERVS EXPRESS MAIL & POSTAL SERVS 001-120-999-5230 OCT DISPLAY ADS:CIP UPDATES 001-165-999-5256 OCT DISPL ADS:TCSD ACTIVITIES 190-180-999-5254 OCT D]SPL ADS:TCSD ACTIVITIES 190-180-999-5254 OCT DISPLAY ADS:OLD TOWN EVENT 280-199-999'5362 OCT DISPLAY ADS:COMMISSION VAC 001-120'999-5254 OCT VAR. RECRUITMENT ADS: H.R. 001-150-999-5254 OCT 01-06'B4860-5 PUJOL ST NOV 01-02-98000-0 PARKVIEW NOV 01-02-98010-0 F-5 PRKVIEW VARIOUS WATER METERB VARIOUS WATER METERS VARIOUS WATER METERS VARIOUS WATER METERS 280-199-999-5250 001-171-999-5240 001-171-999-5240 001-164-603-5240 001-165-999-5250 210-165-706-5804 190-180-999-5240 38.30 32.50 861.30 767.00 205.00 356.40 120.00 1,663.56 53.30 11.68 335.38 520.46 859.84 91.31 10,097.66 70.80 3,973.26 VOUCHRE2 CITY OF TEMECULA PAGE 6 11/15/01 14:46 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCBER/ CHECK NUMBER ~3440 73440 73440 ~440 73440 73441 73441 73441 73441 }'3441 73441 73441 73442 73444 73445 73446 73447 73449 7345O 73452 73452 73453 73453 73453 73453 73453 7~453 ~453 73453 73453 CHECK DATE 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 tl/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11115/01 VENDOR VENDOR NUMBER NAME 000262 RANCHO CALIF WATER DIST 000262 RANCHO CALIF WATER DIBT 000262 RANCHO CALIF WATER DIST 000262 RANCHO CALIF WATER D1ST 000262 RANCHO CALIF WATER DIST 000262 RANCHO CAL[F WATER DIST 000262 RANCHO CALIF WATER DIST 000907 RANCHO CAR WASH 000907 RANCHO CAR WASH 000907 RANCHO CAR WASH 000907 RANCHO CAR WASH 000907 RANCHO CAR WASH 000907 RANCHO CAR WASH 000907 RANCHO CAR WASH 000907 RANCHO CAR WASH 000907 RANCHO CAR WASH RANCBO FORD 000947 RANCHO REPROGRAPHICS RANCHO TEMECULA LIONS 003591 RENES COMMERCIAL MANAGE 002110 RENTAL SERVICE CORPORAT REUSING~ HOLLY 001365 RIVERSIDE CO ENVIRONMEN ROMERO, MARIBEL 003001 ROSS FENCE COMPANY 002226 RUSSO, MARY ANNE 000645 SMART & FINAL INC 000645 SMART & FINAL INC 000537 SO CALIF EDISON 000537 SO CALIF EDISON 000537 SO CALIF EDISON 000537 SO CALIF EDISON 000537 SO CALIF EDISON 000537 SO CALIF EDISON 000537 SO CALIF EDISON 000537 SO CALIF EDISON 000537 SO CALIF EDISON 000537 SO CALIF EDISON ITEM DESCRIPTION VARIOUS WATER METERS VARIOUS WATER METERS VARIOUS WATER METERS VARIOUS WATER METERS VARIOUS WATER METERS VARIOUS WATER METERS VARIOUS WATER METERS CITY VEHICLE DETAILING & GAS CITY VEHICLE DETAILING & GAS CITY VEHICLE DETAILING CITY VEHICLE GAS CITY VEHICLE DETAILING CITY VEHICLE DETAILING & GAB CITY VEHICLE DETAILING CITY VEHICLE DETAILING & GAS CITY VEHICLE DETAILING ACCOUNT NUMBER 190-181-999-5240 190-182-999-5240 190-184-999-5240 190-185-999-5240 193-180-999-5240 340-199-701-5240 190-188-999-5240 001-162-999-5214 001-165-999-5214 001-110-999-5214 001-110-999-5263 001-171-999-5214 001-163-999-5214 001-161-999-5214 001-164-601-5214 190-180-999-5214 REFUND:ENG.DEPOSIT:LD98-O27GR 001'2670 BLUEPRINTS:PROJ. PW 98-14 & 15 PROCEEDS FROM BPOOKTACULAR INDUSTRIAL WEED CONTROL EQUIPMENT RENTAL:ROLLER/PUB WK REFUND:SPORTS-MINI HAWKS JUL-SEP 01 VECTOR CONTROL SVCS 001-164-604-5268 190-183-4992 001-164-601-5401 001-164-601-5238 190-183-4982 001-172-999-5453 REFUND:BEC.DEPOSIT:MS01-1350 190-2900 RES IMPRV PRGM: MENDEZ TCSD INSTRUCTOR EARNINGS RECREATION CLASS SUPPLIES RECREATION CLASS SUPPLIES NOV 2-22-331-0400 N GEN KEARNY NOV 2-17-214-0428 MEADOWS PKWY NOV 2-06-105-0654 VARIOUS MTRS NOV 2-22-575~0934 N GEN KEARNY NOV 2-10-331-1353 PAUBA RD F-5 NOV 2-18-363-1902 PAUBA RD TC1 NOV 2-22-057-2226 VARIOUS MTRS NOV 2-22-057-2234 MARGARITA TC NOV 2-22-496~3462 N GEN KEARNY NOV 2-00-397~5059 VARIOUS MTRS 165-199-813-5804 190-183-999-5330 190-183-999-5320 190-183-999-5371 190-180-999-5319 190-180-999-5319 190-180-999-5319 190-180-999-5240 001-171-999-5240 190-180-999-5319 190-180-999-5319 190-180-999-5319 190-180-999-5240 ITEM AMOUNT 151.18 1,082.93 348.10 67.25 5,681.91 541.58 101.78 49.00 49.00 35.00 71.15 14.00 41.00 21.00 24.00 42.00 995.00 7.23 170.00 4,000.00 179.80 25.00 250.00 100.00 5,000.00 1,435.00 51.89 53.42 54.16 51.21 2,564.77 2,481.88 1,067.65 35.72 104.77 62.59 14.96 5,635.71 CHECK AMOUNT 19,944.36 346.15 995.00 7.23 170.00 4,000.00 179.80 25.00 250.00 100.00 5,000.00 1,435.00 105.31 VOUCHRE2 CITY OF TEMECULA PAGE 7 11/15/01 14:46 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT CHECK AMOUNT 73453 11/15/01 000537 BO CALIF EDISON NOV 2-23-086-5263 MARGARITA RD 190'180-999-5319 68.81 73453 11/15/01 000537 S0 CALIF EDISON NOV 2-02-351-5281 RNCHO VISTA 190-182-999-5240 4,118.19 73453 11/15/01 000537 SO CALIF EDISON NOV 2'02'351-5281 RNCHO VISTA 190'186-999'5240 1,703.52 73453 11/15/01 000537 SO CALIF EDISON NOV 2-07-626-6063 RNCHO VISTA 193-180-999-5240 12.96 73453 11/15/01 000537 BO CALIF EDISON NOV 2-01'202-7330 VARIOUS MTRB 192-180'999-5319 33,891.38 73433 11/15/01 000537 SO CALIF EDISON NOV 2-22-964-7466 VIA REINA 193-180-999-5240 13.99 73453 11/15/01 000537 SO CALIF EDISON NOV 2-01-202-7603 VARIOUS MTRB 190-180-999-5319 13,653.59 73453 11/15/01 000537 SO CALIF EDISON NOV 2-20-140-9299 WINCHES/YNEZ 190-180-999'5319 349.42 65,885.28 73454 11/15/01 001212 BO CALIF GAB COMPANY NOV 091-024-9300-5 CRC 190-186-999-5240 871.08 73454 11/15/01 001212 SO CALIF GAB COMPANY NOV 095-167-7907-2 FIRE STN 84 001-171-999~5240 78.95 73'5454 11/15/01 001212 BO CALIF GAS COMPANY VARIOUS CITY FAC GAS METERS 190'181'999'5240 18.53 73454 11/15/01 001212 BO CALIF GAS COMPANY VARIOUS CITY FAC GAS METERS 190-184'999'5240 18.37 73454 11/15/01 001212 BO CALIF GAB COMPANY VARIOUS CITY FAC GAS METERS 190-185-999-5240 11.77 73454 11/15/01 001212 BO CALIF GAB COMPANY VARIOOG CITY FAC GAS METERS 190-188-999-5240 2.24 73454 11/15/01 001212 SO CALIF GAB COMPANY VARIOUS CITY FAC GAS METERS 340-199-702~5240 25.45 73454 11/15/01 001212 SO CALIF GAS COMPANY VARIOUS CITY FAC GAS METERS 340'199-702~5240 22.26 1,048.65 73455 11/15/01 000293 STADIUM PIZZA REFRESHMENTS:HOLIDAY FLOAT VOL 190-183-999-5370 47.24 47.24 73456 11/15/01 004420 STATE COMP INSURANCE FU OCT WORKERS' COMP PREMIUM 001-2370 6~102.02 73456 11/15/01 004420 STATE COMP INSURANCE FU OCT WORKERS' COMP PREMIUM 165-2370 110.49 73456 11/15/01 004420 STATE COMP INSURANCE FU OCT WORKERS~ COMP PREMIUM 190-2370 1,962.70 73456 11/15/01 004420 STATE COMP INSURANCE FU OCT WORKERS' COMP PREMIUM 192-2370 .77 73456 11/15/01 004420 STATE COMP INSURANCE FU OCT WORKERS~ COMP PREMIUM 193'2370 118.06 }~5456 11/15/01 004420 STATE COMP INSURANCE FU OCT WORKERS' COMP PREMIUM 194-2370 14.04 73456 11/15/01 004420 STATE COMP INSURANCE FU OCT WORKERS' COMP PREMIUM 280-2370 40.92 73456 11/15/01 004420 STATE COMP INSURANCE FU OCT WORKERS' COMP PREMIUM 300-2370 9.87 73456 11/15/01 004420 STATE COMP INSURANCE FU OCT WORKERS~ COMP PREMIUM 320-2370 131.34 73456 11/15/01 004420 STATE COMP INSURANCE FU OCT WORKERS~ COMP PREMIUM 330-2370 22.11 73456 11/15/01 004420 STATE COMP INSURANCE FU OCT WORKERS' COMP PREMIUM 340-2370 301.59 8,813.91 73457 11/15/01 000305 TARGET STORE 73457 11/15/01 000305 TARGET STORE 73457 11/15/01 000305 TARGET STORE MISC SUPPLIES FOR PUB WORKB 001-163-999-5220 73.97 MISC SUPPLIES FOR PUB WORKS 001'165-999'5220 73.97 MISC SUPPLIES FOR PUB WORKS 001'164-604'5220 73.97 221.91 73458 11/15/01 TEM. SABRES ICE HOCKEY REFUND:BEC.DEPOSIT:MS01-3053 190-2900 100.00 100.00 ~5459 11/15/01 000515 TEMECULA VALLEY CHAMBER FY 01/02 QTRLY AGREEMENT PMT 001-111-999-5264 37,000.00 37,000.00 73460 11/15/01 000957 TEMECULA VALLEY FILM CO FY 01/02 FILM COUNCIL FUNDING 001-111-999-5264 27,000.00 27,000.00 ~461 11/15/01 73461 11/15/01 73461 11/15/01 73461 11/15/01 73461 11/15/01 }"5461 11/15/01 004274 TEMECULA VALLEY SECURIT PARK SITES LOCKSMITH SERVICES 190-180-999-5212 46.19 004274 TEMECULA VALLEY SECURIT CITY HALL LOCKSMITH SERVICES 340-199-701-5212 21.79 004274 TEMECULA VALLEY SECURIT CRC KITCHEN DOOR INSTALL 190-182-999'5212 208.00 004274 TEMECULA VALLEY SECURIT LABOR FOR 2 HOURS 190-182-999-5212 100.00 004274 TEMECULA VALLEY SECURIT SERVICE CALL 190-182-999-5212 25.00 004274 TEMECULA VALLEY SECURIT SALES TAX 190-182-999-5212 15.60 416.58 73462 11/15/01 003862 THYSSEN DOVER ELEVATOR NOV CITY HALL ELEV. MAINT/SVC 340-199-701-5250 135.00 73462 11/15/01 003862 THYSSEN DOVER ELEVATOR MUSEUM ELEV. MAINT/SVCS 190-185'999-5250 135.00 270.00 VOUCHRE2 11/15/01 VOUCHER/ CHECK HUMBER 73463 TJ463 73464 73465 73465 73466 73467 73467 73468 73468 73469 14:46 CHECK DATE 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 11/15/01 CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS VENDOR VENDOR NUMBER NAME 004596 TIMEWISE 004596 TIMEWISE 003228 U S BANK TRUST NATIONAL 002065 UNISOURCE 002065 UNISOURCE 004504 VAIL RANCH SELF STORAGE 004261 VERIZON CALIFORNIA 004261 VERIZON CALIFORNIA 004279 VERIZON CALIFORNIA INC. 004279 VERIZON CALIFORNIA INC. ITEM DESCRIPTION CONFERENCE CABINET:G.YATES SHIPPING CHARGE TRUSTEE ADMIN FEES TCSD COPS STD COPY PAPER FOR CITY HALL 22 CASES ASSORTED PAPER COLORS DOCUMENT STORAGE:RECORDS MGMT NOV XXX-1941 PTA CD TTACSD NOV XXX'2670 911 AUTO DIALER NOV ACCESS~CRC OPEN PHONE LINE NOV ACCESS~RVSD CO OPEN LINE VINTAGE FRIENDS KEEPSAK REFUND:BOOTH SPACE RENTAL ACCOUNT NUMBER 340-199-701-5242 340-199-701-5242 390-199-999-5227 330-199-999-5220 330-199-999-5220 001-120-999-5277 320-199-999-5208 320-199-999-5208 320-199-999-5208 320-199-999-5208 280-199-999-5362 ITEM AMOUNT 675.00 93.92 4,180.00 1,250.39 1,072.53 30.00 56.52 28.72 342.14 342.14 30.00 PAGE 8 CNECK AMOUNT 768.92 4,180.00 2,322.92 30.00 85.24 684.28 30.00 TOTAL CHECKS 298,810.55 VOU~HRE2 CITY OF TEMECULA PAGE 3 11/15/01 15:16 VOUCHER/CHECK REGISTER FOR ALL PERIOOS FUNG TITLE 001 GENERAL FUND 190 COMMUNITY SERVICES DISTRICT 193 TCSD SERVICE LEVEL C 210 CAPITAL IMPROVEMENT PROJ FUND 340 FACILITIES AMOUNT 127,159.08 49~008.00 40,3~4.00 653,900.11 541.00 TOTAL 870~942.19 VOUCHRE2 CITY OF TEMECULA PAGE 1 11/15/01 15:16 VOUCNER/CHEBK REGIBTER FOR ALL PERIODS VOUCHER/ CHECK NUMBER 73472 73473 73473 73474 73474 73476 73478 73479 73479 73479 73479 73479 73479 73479 73479 73479 73479 73479 73479 73479 73479 73479 73480 73480 73481 73482 73482 73483 73484 73484 73484 73484 73484 73485 73485 CHECK VENDOR VENDOR ITEM ACCOUNT DATE NUMBER NAME DESCRIPTION NUMBER 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 11/27/01 003679 AEI CASC ENGINEERING DESIGN SVC:VAIL RANCH FIRE STN 210-165-739-5804 004621 C-18 INC OCT STREET STRIPING PRGH 001-164-601-5410 004621 C-18 INC OCT STREET STRIPING PRGM 001-164-602-5410 004580 CALIF COMMERCIAL POOLS, OCT PRGSS:CHAPARRAL HIGH POOL 210-190-170'5804 004580 CALIF COMMERCIAL POOLS, RETENTION:CHAPARRAL HIGH POOL 210'2035 002358 CERTIFIED FOLDER DISPLA TOURISM BROCHURE DISTRIBUTIOH 001-111-999-5270 004222 DIAMONDBACK FIRE & RESC PWR TOOLS & CUTTER FOR ENG 92 001'171-999-5610 004579 DON SIDELL & ASSOCIATES PROF SVCS:CHAPARRAL POOL PRJT 210-190-170-5804 001380 E S I EMPLOYMENT SERVIC TEMP HELP W/E 10/19 NAASEH 001-161-999-5118 001056 EXCEL LANDSCAPE 001056 EXCEL LANDSCAPE 001056 EXCEL LANDSCAPE 001056 EXCEL LANDSCAPE 001056 EXCEL LANDSCAPE 001056 EXCEL LANDSCAPE 001056 EXCEL LANDSCAPE 001056 EXCEL LANDSCAPE 001056 EXCEL LANDSCAPE 001056 EXCEL LANDSCAPE 001056 EXCEL LANDSCAPE 001056 EXCEL LANDSCAPE 001056 EXCEL LANDSCAPE 001056 EXCEL LANDSCAPE 001056 EXCEL LANDSCAPE OCT LDSCP SiCS:NEIGHBORHOOD PK OCT LDSCP SVCS:SPORTS PARK OCT LDSCP SiCS:MEDIANS OCT LDSCP SVCS:CRC OCT LDSCP SVCS:SR CENTER OCT LDSCP SVCS:MNTC FAC/C.HALL OCT LDSCP SVCS:TCC OCT LDSCP SiCS:FIRE STN 84 OCT LDSCP SVCS:OLD TWN PRKLT A OCT LDSCP SVCS:OLD TWN STRSCP OCT LDSCP SiCS:MUSEUM OCT LDSCP SVCS:CHILD MUSEUM OCT LDSCP SVCS:SOUTH SLOPES OCT LDSCP SVC$:NORTH SLOPES OCT LDSCP SiCS:OLD TWN PRKLT B 190-180-999-5415 190-180-999-5415 190-180-999-5415 190-182-999-5415 190-181-999-5415 340-199-701-5415 190-184-999-5415 001-171-999-5212 001-164-603-5415 001-164-603-5415 190-185-999-5415 190-188-999-5415 193-180-999-5415 193-180-999-5415 001-164-603-5415 004481 KIMLEY BORN & ASSOCIATE SEP PRGSS:DIAZ RD EXTENSION 210-165-684-5802 004481 KIMLEY HORN & ASSOCIATE DREDIT:OVRCHRGED DIRECT COSTS 210-165-684-5802 003286 LIBRARY SYSTEMS & SERVI OCT SVCS-LIBRARY SYSTEM AGRMT 001-101-999-5285 003800 MCLAUGHLIN ENGINEERING PRGS PMT#1:STN 92:PW01-21 003800 MCLAUGHLIN ENGINEERING RET.W/H PMT#1:STN 92:PW01-21 004512 NINYO & MOORE 210-165-739-5804 210-2035 MATERIAL TEST SiCS:CHAPARRAL 210-190-170-5804 004529 QUAID HARLEY-DAVIDSON 004529 QUAID HARLEY-DAVIDSON 004529 QUAID HARLEY-DAVIDSON 004529 QUAID BARLEY-DAVIDSON 004529 QUAID HARLEY-DAVIDSON 2001 HARLEY DAVIDSON MOTORCYCL 001-170-502-5610 EXTENDED WARRANTY SERVICE 001-170-502-5610 TOUR PACK~ INSTALLED 001-170-502-5610 ADDTL COST FOR TOUR PACK 001-170-999-5610 SALES TAX 001-170-502-5610 004572 R MOODY CONSTRUCTION IH PRGB PMT#3:MPSC EXPAN.:PW99-19 210-190-163-5804 004572 R MOODY CONSTRUCTION IN RET.~/H PMT#3:MPSC BXPAN:99-19 210-2035 ITEM AMOUNT 7,050.00 35,838.39 1,987.46 530,411.94 53,041.21- 14,119.52 11,175.48 9,591.73 6,119.08 19,120.00 25,325.00 1,444.00 361.00 541.00 193.00 400.00 250.00 987.00 285.00 155.00 25,556.00 14,778.00 250.00 6~205.85 8.00- 11,098.48 27,325.50 2,~2.55- 6,931.00 12,495.00 884.00 3,900.00 585.00 644.63 38,252.50 3,825.25- CHECK AMOUNT 7,050.00 37,825.85 477,370.73 6,119.08 91,770.00 6,197.85 11,098.48 24,592.95 6,931.00 18,508.63 34,427.25 VOUCHRE2 11/15/01 15:16 VOUCHER/ CHECK CHECK NUMBER DATE 73486 11/27/01 73487 11/27/01 73488 11/27/01 73489 11/27/01 73489 11/27/01 VENDOR VENDOR NUMBER NAME 000406 RIVERSIDE CO SHERIFFS D 000357 RIVERSIDE CO TRANSPORTA 004598 S T K ARCHITECTURE INC 004456 T & M CONSTRUCTION 004456 T & M CONSTRUCTION CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION SEPT 2001 BOOKING FEES FY 00/01 MAINTENANCE SERVICES OCT DSGN SVCS:WOLF CRK FIRE ST PRGS PMT#7:MAINT FAC:PWO0-16 RET.W/H PMT#7:MAINT FAC:00-16 ACCOUNT NUMBER 001-170-999-5273 001-164-602-5405 210-165-~3-5802 210-190-158-5804 210-2035 ITEM AMOUNT 11,481.60 14,943.44 10,650.00 85,654.00 8,565.40- PAGE 2 CHECK AMOUNT 11,481.60 14,943.44 10,650.00 77,088.60 TOTAL CHECKS 870,942.19 ITEM 3 TO: FROM: DATE: SUBJECT: CITY OFTEMECULA AGENDA REPORT City Manager/City Council APPROVAL.D.. CITY ATTORNEY //r~v~ DIRECTOROFFINAN~E~__~.. CITY MANAGER ,~ ,/~4William G. Hughes, Director of Public Works/City Engineer November 27, 2001 Professional Services Agreement for Landscape Architectural Services for State Highway 79 South, Sidewalk, Landscaping, and Irrigation Improvements, Project No. PW01-02 PREPARED BY: Amer Attar, Senior Engineer Steven W. Beswick, Associate Engineer RECOMMENDATION: That the City Council: Approve an agreement with Peter D. Brandow & Associates in an amount not to exceed $38,920.00 to provide as needed landscape architectural services for the State Highway 79 South, Sidewalk, Landscaping, and Irrigation Improvements, Project No. PW01-02, and authorize the Mayor to execute the agreement. Authorize the City Manager to approve Change Orders not to exceed the contingency amount of $3,892.00.00, which is equal to 10% of the agreement amount. BACKGROUND: The City Manager has requested the construction of sidewalk, landscape, and irrigation improvements along State Highway 79 South from Southbound Entrance Ramp of I-15 to Pala Road. This project will provide sidewalks from Southbound Entrance Ramp of I-15 to Pala Road (Approximately4000 linear feet) and landscape/irrigations improvements adjacent to California Sunset HOA (Approximately 1500 linear feet). The improvements within the project include but are not limited to the following: Sidewalks, curb depressions, access ramps, landscaping, Irrigation, and adjustment of all valves, pull boxes, and miscellaneous appurtenances. This project will connect with existing asphalt sidewalks in the Caltrans right-of-way and to the new access ramps that were recently completed as part of the State Highway 79 South Improvements. The Engineer's Construction Estimate for this project is $220,000. FISCAL IMPACT: The State Highway 79 South Sidewalk and Landscape Improvement Project is a Capital Improvement Project funded through AB2766 funds and Other Reimbursement (County Contribution). Adequate funds are available for the subject design agreement in the amount of $38,920.00 plus the contingency amount of $3,892.00 for a total cost of $42,812.00. The City is negotiating a cost sharing agreement with the County of Riverside for the construction which is not fully funded at this time. 1 r:~agdrpt~001\1127~BrandowDesignpw01-02 agr A'I-DACHMENTS: Project Location Project Description Professional Services Agreement 2 r:\agdrpt\2001\1127~BrandowDesignpwO1-02.agr CITY OF TEMECULA AGREEMENT FOR PROFESSIONAL LANDSCAPE ARCHITECTURAL SERVICES STATE HIGHWAY 79 SOUTH, SIDEWALK, LANDSCAPING & IRRIGATION IMPROVEMENTS PROJECT NO. PW01-02 THIS AGREEMENT, is made and effective as of November 27, 2001, between the City of Temecula, a municipal corporation ("City") and Peter D. Brandow & Associates, ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM. This Agreement shall commence on November 27, 2001, and shall remain and continue in effect until tasks described herein are completed, but in no event later than November 27, 2002, unless sooner terminated pursuant to the provisions of this Agreement. 2. SERVICES. Consultant shall perform the services and tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 3. PERFORMANCE. Consultant shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. 4. PREVAILING WAGES. Pursuant to the previsions 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 file with the City Clerk. Copies may be obtained at cost at the City Clerk's office of Temecula. Consultant shall provide a copy of prevailing wage rates to any staff or sub-contractor hired, and shall pay the adopted prevailing wage rates as a minimum. Consultant shall comply with the previsions of Sections '1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code. Pursuant to the provisions of 1775 of the Labor Code, Consultant 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 previsions of the Contract. 5. PAYMENT. a. The City agrees to pay Consultant monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B other than the payment rates and schedule of payment are null and void. This amount shall not exceed Thirty Eight Thousand Nine Hundred Twenty Dollars and No Cents ($38,920.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. 1 r:\cip~projects~pwO 1-02\Brandow Agreement/ajp b. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. The City Manager may approve additional work not to exceed ten percent (10%) of the amount of the Agreement, but in no event shall such sum (basic agreement amount and contingency amount) exceed twenty-five thousand dollars ($25,000.00). c. Consultant will submit invoices monthly for actual services performed. Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt o1 each invoice as to all non-disputed fees. If the City disputes any of consultant's fees it shall give written notice to Consultant within 30 days of receipt of a invoice of any disputed fees set forth on the invoice. 6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City pursuant to Section 4. 7. DEFAULT OF CONSULTANT. a. The Consultant's failure to comply with the previsions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default. b. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 2 r:\cip~rojects\pw01-02\Brandow Agreement/ajp 8. OWNERSHIP OF DOCUMENTS. a. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. c. With respect to the design of public improvements, the Consultant shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Consultant. 9. INDEMNIFICATION. The Consultant agrees to defend, indemnify, protect and hold harmless the City, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, including attorney fees and expert witness fees, or liability of any kind or nature which the City, its officers, agents and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Consultant's negligent or wrongful acts or omissions arising out of or in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the negligence of the City. 10. INSURANCE REQUIREMENTS. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88. (2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles, a non-owned auto endorsement to the General Liability policy described above is acceptable. (3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker's 3 r:\cip~orojects~pwO 1-02\Brandow Agreement/ajp compensation insurance is not required, but Consultant shall execute a declaration that it has no employees. (4) Professional Liability Insurance shall be written on a policy form providing professional liability for the Consultant's profession. b. Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injuryand propertydamage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (3) Worker's Compensation as required by the State of California; Employer's Liability: One million dollars ($1,000,000) per accident for bodily injury or disease. (4) Professional Liability coverage: Two million ($2,000,000) per claim and in aggregate. c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager. At the option of the City Manager, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following previsions: (1) The City, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers. (2) For any claims related to this project, the Consultant's ~nsurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. (3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. 4 r:\cip~projects~w01-02\Brandow Agreement/ajp (4) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (5) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII,.unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements. f. Verification of Coveraqe. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications. 11. INDEPENDENT CONTRACTOR. a. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. b. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 12. LEGAL RESPONSIBILITIES. The Consultant shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section. 13. RELEASE OF INFORMATION. a. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. Consultant, its officers, employees, agents or subcontractors, shall not without wdtten authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other 5 r:\cip~projects~w01-02\Brandow AgreementJajp information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. b. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with Cityand to provide Citywith the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 14. NOTICES. Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (I) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above. To City: City of Temecula Mailing Address: P.O. Box 9033 Temecula, California 92589-9033 43200 Business Park Drive Temecula, California 92590 Attention: City Manager To Consultant: Peter D. Brandow & Associates 20301 S.W. Birch Street, Suite 102 Newport Beach, California 92660-6064 Attention: Peter D. Brandow, Principal 15. ASSIGNMENT. The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without pdor wdtten consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Consultant. 16. LICENSES. At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 6 r:\cip~projects~pw01-02\Brandow AgreementJajp 17. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted. 18. PROHIBITED INTEREST. No officer, or employee of the City of Temecula shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Contractor, or Contractor's sub-contractors for this project, during his/her tenure or for one year thereafter. The Contractor hereby warrants and represents to the City that no officer or employee of the City of Temecula has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, or in the business of the Contractor or Contractor's sub-contractors on this project. Contractor further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. 19. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further fome or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each partes own independent investigation of any and all facts such party deems material. 20. AUTHORITY TO EXECUTE THIS AGREEMENT. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. 7 r:\cip\projects\pwO1-02\Brandow Agreement/ajp IN WITNESS WHEREOF, the padies hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA Jeff Comerchero, Mayor Attest: Susan W. Jones, CMC, City Clerk Approved As to Form: Peter M. Thorson, City Attorney CONSULTANT Peter D. Brandow & Associates 20301 S.W. Bimh St., Suite 102 Newport Beach, CA 92660-1754 (949) 261-6066 Peter D. Brandow, Principal By: Name: Title: (Signatures of two corporate officers required for Corporations) 8 r:\dp\projects\pw01-02\Brandow AgreementJajp EXHIBIT A TASKS TO BE PERFORMED AND PAYMENT RATES AND SCHEDULE 9 r:\cip~rojects~w01-02\Brandow AgreementJajp PETER D. BRANDOW * AIA · ASLA & ASSOCIATES LANDSCAPE ARCHITECTS 20301 S,W, BIRCH STREET * SUITE 102 NEWPORT BEACH CA 92660-1754 949-261-6066 FAX 949-261-6064 EMAIL PBRANDOW@AOL.COM CALIFORNIA LICENSE 1267/C-6445 July 13, 2001 Public Works Department CITY OF TEMECULA 43200 Business Park Drive Temecula, CA 92590 Attn: Steven W. Beswick, P.E. Design for State Highway 79 South Sidewalk, Landscape and Irrigation Improvements Dear Steven, The enclosed is the updated and revised hourly estimates summaries of the proposed tasks for the above improvement project. They have been modified to reflect our phone conversation of yesterday. If you have any additional comments or need any clarification, please call. Carlos and I look forward to the project and anxious to begin. If there is anything you need from us or that we can do to expedite the project, please let us know. mitted, PETER D. BRANDOW, AIA, ASLA Principal Landscape Architect Encl: Hourly summaries (PBA & ACE) PDB :pb Peter Brandow Associates Item No. 8 9 10 11 12 13 Description ": -, : ,'~ -. ;- ,:-~, - : '!;~:.?,Houm' 'HOUrs Principal Designer CAD Oper Clerical Cost HOur~~'~ ;_ Ho~tS; ~ Sbthmaiy' Planting Research 4 Planting Design 32 Landscape Review - City HOA (4mtgs.) 12 Planting Drafting 16 Details 6 Planting Cost itemization 6 Planting Specifications 8 Hours Sub Total 84 340 2720 4 1200 8 1720 6 780 6 3 885 8 8 1320 32 11 Sub Total .............. 8965 Irrigation Design Irrigation Drafting Irrigation Specifications Irrigation Cost Itemization Irrigation Review- City (3 Meetings) Hours Sub Total Project Management - Site Visits 20 4 4 8 36 24 3900 16 720 9 9 1060 9 745 680 34 9 Sub Total .............. 7105 I 5 2,215 Sub Total .............. 2,215 14 Total Hours - Sub Total 144 44 66 25 $18,285 Consultant- Civil Engineer Sub Total .............. 20,635 Total Cost ~ 38,920 ITEM 4 APPROVAL CITY ATTORNEY CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City ManagedCity Council ~..~Nilliam G. Hughes, Director of Public Works/City Engineer November 27, 2001 Professional Design Services Agreement for Bridge Barrier Rail Replacement, Project No. PW01-09 PREPARED BY: Greg Butler, Senior Engineer - CIP RECOMMENDATION: That the City Council: Approve a Professional Services Agreement with Simon Wong Engineering in an amount not to exceed $43,580.00 to provide design services for the Bridge Barrier Rail Replacement at the Rainbow Canyon Road Bridge over Pechanga Creek and the Del Rio Road Bridge over Empire Creek, Project No. PW01-09, and authorize the Mayor to execute the agreement. Authorize the City Manager to approve amendments/change orders not to exceed the contingency amount of $4,358.00 which is equal to 10% of the agreement. BACKGROUND: The project consists of designing replacement barrier rails at the Rainbow Canyon Road Bridge over Pechanga Creek and the Del Rio Road Bridge over Empire Creek. Design services will include the preparation of plans and specifications as needed to complete the removal of the existing bridge mounted curbs, fencing, and bridge mounted metal beam guard rails and installation of new bridge barrier rails and approach guard rail arrays meeting current safetystandards. It may be necessary to relocate or realign existing driveway approaches. The City has secured Federal funding through the Highway Bridge Rehabilitation and Replacement (HBRR) - Barrier Rail Replacement Program. In September 2001, City staff evaluated four proposals received for providing professional civil and structural engineering design services as outlined in Request for Proposal No. 104. The firms were ranked, and negotiations for the contract commenced with the number one ranked firm Simon Wong Engineering of San Diego, California. FISCAL IMPACT: The Bridge Barrier Rail Replacement Project is a Capital Improvement Project funded through HBRR Program Funds and Capital Project Reserve Funds. Adequate funds are available for this project in Account No. 210-165-722-5802 for the subject professional services agreement in the amount of $43,580.00 including the 10 % contingency amount of $4,580.00 for a total amount of $47,938.00. ATTACHMENTS: Project Location Project Description Professional Services Agreement R:'C, GENDA REPORTS',2.001\1127\PW01~)gbddge barrier. DOC CITY OF TEMECULA AGREEMENT FOR PROFESSIONAL DESIGN SERVICES BRIDGE BARRIER RAIL REPLACEMENT PROJECT NO. PW01-09 THIS AGREEMENT, is made and effective as of November 27, 2001, between the City of Temecula, a municipal corporation ("City") and Simon Wong Engineering, ("Consultant"). In consideration of the mutual covenants and conditions set forth heroin, the parties agree as follows: 1. TERM. This Agreement shall commence on November 27, 2001, and shall romain and continue in effect until tasks described herein ara completed, but in no event later than November 27, 2002, unless sooner terminated pursuant to the provisions of this Agroement. 2. SERVICES. Consultant shall perform the services and tasks described and set forth in Exhibit A, attached herato and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 3. PERFORMANCE. Consultant shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herain. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are roquirod of Consultant hereunder in meeting its obligations under this Agreement. 4. 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 provailing 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 Diroctor of the Department of Industrial Relations. These rates are on file with the City Clerk. Copies may be obtained at cost at the City Clerk's office of Temecula. Consultant shall provide a copy of pravailing wage rates to any staff or sub-contractor hirad, and shall pay the adopted pravailing wage rates as a minimum. Consultant shall comply with the provisions of Sections 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code. Pursuant to the provisions of 1775 of the Labor Code, Consultant shall forfeit to the City, as a penalty, the sum of $25.00 for each calendar day, or portion theroof, 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. 5. PAYMENT. a. The City agrees to pay Consultant monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Payment Rates and Schedule, attached heroto and incorporated herein by this raferance as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B other than the payment rates and schedule of payment arc null and void. This amount shall not exceed Forty Three Thousand Five Hundred Eighty Dollars and No Cents ($43,580.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. 1 r:\cip~orojects~wO1-09~Simon Wong Agrmt/ajp b. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. The City Manager may approve additional work not to exceed ten percent (10%) of the amount of the Agreement, but in no event shall such sum (basic agreement amount and contingency amount) exceed twenty-five thousand dollars ($25,000.00). c. Consultant will submit invoices monthly for actual services performed. Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of consultant's fees it shall give written notice to Consultant within 30 days of receipt of a invoice of any disputed fees set forth on the invoice. 6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City pursuant to Section 4. 7. DEFAULT OF CONSULTANT. a. The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default. b. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have (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 dght, 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. 2 r:\cip~rojects\pw01-09\Simon Wong Agrmt/ajp 8. OWNERSHIP OF DOCUMENTS. a. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. With respect to computer flies containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. c. With respect to the design of public improvements, the Consultant shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Consultant. 9. INDEMNIFICATION. The Consultant agrees to defend, indemnify, protect and hold harmless the City, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, including attorney fees and expert witness fees, or liability of any kind or nature which the City, its officers, agents and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Consultant's negligent or wrongful acts or omissions arising out of or in any way related to the performance or non-performance of this Agreement, excepting only liability adsing out of the negligence of the City. 10. INSURANCE REQUIREMENTS. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88. (2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code I (any auto). If the Consultant owns no automobiles, a non-owned auto endorsement to the General Liability policy described above is acceptable. 3 r:\cip~projects~w01-09\Simon Wong Agrmt/ajp (3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker's compensation insurance is not required, but Consultant shall execute a declaration that it has no employees. (4) Professional Liability Insurance shall be written on a policy form providing professional liability for the Consultant's profession. b. Minimum Limits of insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injuryand propertydamage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (3) Worker's Compensation as required by the State of California; Employer's Liability: One million dollars ($1,000,000) per accident for bodily injury or disease. (4) Professional Liability coverage: Two million ($2,000,000) per claim and in aggregate. c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager. At the option of the City Manager, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: (1) The City, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability adsing out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers. (2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 4 r:\dp~projects~owO1-09\Simon Wong Agrmt/ajp (3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (4) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the Jimits of the insurer's liability. (5) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' pdor wdtten notice by certified mail, return receipt requested, has been given to the City. e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements. f. Verification of Coveraqe. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. AI~ endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications. 11. INDEPENDENT CONTRACTOR. a. Consultant is and shalt at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. b. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 12. LEGAL RESPONSIBILITIES. The Consultant shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section. 5 r:\c~p~projects',pw01-09\Simo n Wong Agrmt/ajp 13. RELEASE OF INFORMATION. a. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's pdor written authorization. Consultant, its officers, employees, agents or subcontractors, shall not without wdtten authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. b. Consultant shall premptiy notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, headng or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 14. NOTICES. Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (I) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may tater designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above. To City: City of Temecula Mailing Address: P.O. Box 9033 Temecula, California 92589-9033 43200 Business Park Drive Temecula, California 92590 Attention: City Manager To Consultant: Simon Wong Engineering 9968 Hibert Street, Suite 202 San Diego, California 92131 Attention: Mark Creveling, P.E. 15. ASSIGNMENT. The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Consultant. 6 r:\cip~rojects~pw01-09\Simon Wong Agrmt/ajp 16. LICENSES. At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 17. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted. 18. PROHIBITED INTEREST. No officer, or employee of the City of Temecula shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Contractor, or Contractor's sub-contractors for this project, during his/her tenure or for one year thereafter. The Contractor hereby warrants and represents to the City that no officer or employee of the City of Temecula has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, or in the business of the Contractor or Contractor's sub-contractors on this project. Contractor further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. 19. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All pdor or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 20. AUTHORITY TO EXECUTE THIS AGREEMENT. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. 7 r:\cip~rojects~pwOI-O9\Simon Wong Agrmt/ajp IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OFTEMECULA Jeff Comerchero, Mayor Attest: Susan W. Jones, CMC, City Clerk Approved As to Form: Peter M. Thorson, City Attorney CONSULTANT Simon Wong Engineering 9968 Hibert Street, Suite 202 San Diego, CA 92131 (858) 566-3113 Mark Creveling, Vice President By: Name: Title: (Signatures of two corporate officers required for Corporations) 8 r:\cip~projects~pw01-09\Simon Wong AgrrntJajp .EXHIBIT A TASKS TO BE PERFORMED 9 r:~c~p~orojects~pwOl-O9\Simon Wong Agrmt/ajp SIMON WONG ENGINEERING September 20, 2001 City Clerks Office City of Temecula 43200 Business Park Drive Temecula, CA 92590 Attention: Greg Butler SUBJECT: RFP #104 - DESIGN FOR BRIDGE BARRIER RAIL REPLACEMENTS RAINBOW CANYON ROAD OVER PECHANGA CREEK DEL RIO ROAD OVER EMPIRE CREEK Dear Greg: It is a pleasure for Simon Wong Engineering to submit our proposal for the design services for bridge barrier rail replacements in the City of Temecula. Our recent relevant experience working with HBRR barrier rail replacements and our no nonsense approach assures the City of a successful project. The replacement of the barriers on the Rainbow Canyon Road and Del Rio Road Bridges will not be a complex task. We have learned form past projects with the HBRR program and particularly with barrier rail replacements how to guarantee that this does not develop into a complex project. Our approach as outlined in the following Sections has been developed to optimize the overall schedule, reduce construction costs, and to accomplish the goal of providing a project that meets current safety standards. Simon Wong Engineering is completely familiar with Caltrans requirements and works with them on a daily basis. Following are highlights of the attached proposal: Project Management For this Project, Mark Creveling, P.E. has been assigned as the Project Manager. Mr. Creveling has over 19 years of experience with over 200 bridge projects on his resume and is the Vice President of Simon Wong Engineering. Mark has been with Simon Wong Engineering for 8 years and has had the role of project manager leading a team of consultants on more than 50 projects. His experience includes the design and project management of numerous HBRR projects including 5 barrier rail replacements. He will have direct and continued responsibility for the project and will be the City Staffcontact on all matters dealing with the project and will handle the day-to-day activities through completion. Senior Bridge Engineer Jim Frost, P.E. will act as the Senior Engineer on the Project. Jim has over 11 years of experience as a Bridge Engineer and has been the Project Engineer on 22 recent projects ora similar scope. Jim's time will be committed to the barrier rail replacement projects as required to successfully meet the schedule. Jim has been with Simon Wong Engineering for 6 years and is the firm's lead bridge engineer. 9968 Hibert Street, Suite 202 · San Diego, CA 92131 · (858) 566-3113 · FAX (858) 566-6844 Request for Proposal (RFP) No. 104 September 20, 2001 Page 2 of 2 Team Selection To compliment Simon Wong Engineering's project management and bridge design experience the following subconsultants were selected: · Kimley-Horn & Associates - Civil Design, Approach Railing Design, Traffic Control Plans, Surveying, and Right-of-Way. · EDAW, Inc. - Environmental Studies and Biology These firms have both worked with Simon Wong Engineering and have successfully demonstrated our ability to work as a team as evidenced by our continued relationships. Simon Wong Engineering and Kimley-Horn currently have worked together on nine bridge projects so far in 2001. Simon Wong Engineering is a Caltrans Certified Disadvantaged Business Enterprises (DBE). With this status, the total DBE percentage anticipated for the project is 53%. Contract Statement Simon Wong Engineering has reviewed the City of Temecula's Standard Professional Services agreement and can execute the agreement if selected for this project. Commitment Simon Wong Engineering is ready to begin work on this project immediately upon your notice-to-proceed. The schedule defined for this project, while aggressive, ties in well with our current workload and projected availability. Our resources will be committed to this project and will be appropriately managed to minimize the design costs and to accelerate the schedule to the maximum extent possible. We are genuinely excited to have the opportunity to work with the City of Temecula. We have worked with your staff individually in other capacities and would like to develop a successful and continued relationship in your current positions. The authorized signature below constitutes our commitment to this project and guarantees its validity for a minimum of 90 days. Thank you for the opportunity to submit our qualifications. Sincerely, Vice President Attachment EXHIBIT A TASKS TO BE PERFORMED I. Preliminary Design and Environmental Studies This phase of the work will determine the basic scope and concept of the construction proposed at each of the bridge locations. The goal will be to provide evaluations and studies for presentation of alternatives to the City. Once a preferred alternative is identified, the environmental documentation will be completed. Caltrans review and permitting will be required, as will review and approval by FHWA. Therefore, the project will require compliance with both the National Environmental Policy Act (NEPA) and the California Environmental Quality Act (CEQA). The following items of work are anticipated in the preliminary design phase: Obtain as-built plans of existing improvements and utilities. Records research will be performed at the City of Temecula, Caltrans, Riverside County and with the individual utility companies. Field measurements of visible utilities will be provided and shown on the plans. B. Existing improvements at and around the site will be field verified to an accuracy of 0.1'+ horizontally. Prepare guard railing location and alignment options for evaluation and presentation to the City. Alternatives will be presented on 11" x 17" sheets. Right-of-way locations, channel improvements, existing driveways, and impacts to each will be clearly defined. Advantages, disadvantages, and order of magnitude cost estimates will be provided for each option. Finalize Railing Type Selection and locations of barrier and approach railing. With concurrence of the City, the Environmental process will be implemented using these drawings as the basis for construction. Investigate and determine the permits necessary for the project. A listing of permits anticipated to be required will be provided to the City. For this proposal, it is assumed that environmental permits will include a categorical exclusion. In addition, permits will be required from Riverside County Flood Control & Water Conservation District and the City Building and Safety Department. Process a separate Preliminary Environmental Study (PES) form with the anticipation of a Categorical Exclusion (CE) being the requirement for each bridge. The PES form will identify potentially significant environmental effects. The requirements for technical studies will be confirmed and the state and federal agencies responsible for review, coordination and permitting will be identified. Preliminary biological resource review, and a record search for potential cultural and historic sites would be conducted. Coordinate with the City and Caltrans to complete the Preliminary Environmental Study field review. Environmental technical studies such as cultural/historic or biological resource impacts are not assumed to be required. G. Process the PES and Draft CE with the City and Caltrans. Revise the Draft CE and submit to FHWA if necessary. Revise the final Draft CE per agency comments resubmit to the City, Caltrans, and FHWA. Following these reviews, make final edits and prepare for signatures by Caltrans and/or FHWA. II. Final Design Prepare improvement plans for barrier rail replacement with associated approach guard railing and removal details. Plans will be prepared in AutoCAD 2000 format. Final plans will be submitted on 24" x 36" mylar and electronically including a City standard format cover sheet. Progress prints will be provided at the 30%, 70% and 90% levels of completion. Improvement plans will show existing and proposed improvements including existing channel, pavement, curb and gutter, storm drains, utility locations, trees, shrubs, irrigation lines and fences within and directly adjacent to the work zone. A. Prepare project special provisions following the Caltrans format and incorporating the City of Temecula's use of Greenbook Specifications for contract administration. Submit specifications showing edits in one copy and publication ready in another. Specifications will be also be submitted electronically. B. Provide quantities, final engineer's estimate, and bid item list. Two separate and independent sets of quantities will be prepared and resolved to check within industry standards. C. Coordinate with other projects and planned improvements within the surrounding area that could impact the anticipated work. D. Prepare design exceptions forms for the approach guard railing and bridge barrier railings as appropriate for City of Temecula processing. E. Prepare plans in accordance with and submit final design and PS&E to the City of Temecula Public Works Department, Riverside County Flood Control & Water Conservation District, and Caltrans. F. Respond to comments, make necessary revisions, and resubmit if necessary. G. Coordinate and attend relevant project meetings. IlL Items Not Included Based on our understanding of the project, the items of work shown above are those necessary to complete the project. Unanticipated issues or different direction by the City may result in additional items of work that are not included. The Simon Wong Engineering team can provide the services listed here; however, these following items of work have not been included in our task analysis for this project: A. Design of driveway relocations B. Right-of-way legal descriptions, plats, and maps C. Traffic Control Ptans D. NPDES and State of California Water Resoumes Control Board permits E. Surveying and topographical mapping F. Utility relocation design G. Environmental technical studies for cultural/historic or biological resources H. Environmental documents beyond Categorical Exclusion I. Environmental monitoring during construction J. Agency review and processing fees K. Construction inspection or management services IV, Direct Costs Direct expenses will be billed to the City of Temecula based on amount invoiced to Simon Wong Engineering. Personal vehicle mileage will be billed at a rate of $0.34 per mile. Anticipated direct cost items include: Outside reproduction services Record drawing reproduction costs Travel expenses including vehicle mileage EXHIBIT B PAYMENT RATES AND SCHEDULE 10 r:\cip~rojects~w01-09~Simon Wong AgrmtJajp EXHIBIT B - PAYMENT RATES AND SCHEDULE BASIC SERVICES RAINBOW CANYON ROAD BRIDGE over PECHANGA CREEK DEL RIO ROAD BRIDGE over EMPIRE CREEK 1.1 Data Collection $ 880.00 1.2 Project Meetings $ 1,240.00 1.3 Gather Field Data $ 550.00 1.4 Driveway Realignment Studies $ 1.5 Utility and Right-of-Way Evaluations $ 155.00 1.6 Railing Type Selection $ 1,035.00 1.7 30% Design Drawings $ 5,660.00 1.8 Preliminary Environmental Study $ 4,210.00 1.9 Categorical Exclusion $ 1,620.00 SUBTOTAL $ 15,350.00 2.1 Project Meetings $ 1,370.00 2.2 Bridge Railing $ 9,355.00 2.3 Traffic Control and Staging Plans $ 2,430.00 2.4 Street and Approach Guard Railing $ 2,020.00 2.5 Signing and Striping $ 1,215.00 2.6 Utility Relocations $ 220.00 2.7 Specifications $ 1,895.00 2.8 Legal Desc., ROW Plats, Easement Docs. $ 2.9 Quantities and Estimate $ 1,710.00 2.10 QA/QC Review (70%, 90% & 100%) $ 2,505.00 2.11 70% PS&E Submittal $ 905.00 2.12 Railing Design Independent Check $ 620.00 2.13 90% PS&E Submittal $ 1,270.00 2.14 100% PS&E Submittal $ 1,425.00 $ SUBTOTAL $ 26,940.00 3.1 Simon Wong $ 750.00 3.2 Kimley-Horn $ 150.00 3.3 EDAW $ 390.00 SUBTOTAL $ 1,290.00 TOTAL FEEII $ 43,580.00 EXHIBIT B - PAYMENT RATES AND SCHEDULE BASIC SERVICES RAINBOW CANYON ROAD BRIDGE over PECHANGA CREEK DEL RIO ROAD BRIDGE over EMPIRE CREEK Simon Wong Engineerin,c Project Drafter Project Manager Engineer $ 155.00 $ 110.00 $ 75.00 Mark Creveling Jim Frost Ty Brittaln Senior Engineer $ 155.00 Dennis Landaal Kimley-Horn & Associates Senior Drafter Engineer $ 105.00 $ 80.00 John Morris Debbie Ramirez Survey Crew $ 185.00 Environmental Analyst $ 70.0O Valarie Yruretaqavena EDAW Inc. Senior PM Archaeological Technician II $ 110.00 $ 50.00 Gary Fink Biologist II $ 65.OO ITEM 5 APPROVAL ClTY ATTORNEY DIRECTOR OFFINAN~E CITY MANAGER CITY OFTEMECULA AGENDA REPORT TO: FROM: City Manager/City Council "~/,///~Villiam G. Hughes, Director of Public Works/City Engineer DATE: November 27, 2001 SUBJECT: PREPARED BY: Completion and Acceptance for the Pavement Management System - Project No. PW99-17, Jefferson Avenue Pavement Rehabilitation ,~smer Attar, Senior Engineer cott Harvey, Associate Engineer RECOMMENDATION: That the City Council: 1. Accept the project for the Pavement Management System - Project No. PW99-17, Jefferson Avenue Pavement Rehabilitation, as complete. 2. File a Notice of Completion, release the Performance Bond, and accept a one (1) year Maintenance Bond in the amount of 10% of the contract. 3. Release the Materials and Labor Bond seven (7) months after filing the Notice of Completion, if no liens have been filed. BACKGROUND: On April 24, 2001, the City Council awarded the contract to R.J. Noble Company for an amount of $603,425.00. One contract change order Dr an amount of $8,429.21 was approved. This change order was due to the removal of unsuitable soils and an existing damaged traffic signal stub-out. Also, there were increases and decreases in quantities that decreased the contract amount by $29,875.42, for a final contract amount of $581,978.79. The Contractor has completed the work in accordance with the approved plans and specifications and within the allotted contract time to the satisfaction of the City Engineer. The construction retention for this project will be released on or about 35 days after the Notice of Completion has been recorded. FISCAL IMPACT: The total bid amount for this project was $603,425.00. Contract change order no. 1 was approved in the amount of $8,429.21. Increases and decreases in quantities decreased the contract amount by $29,875.42, bringing the total cost of the project to $581,978.79. This project is funded through Capital Project Reserve and State Transportation Improvement Program (STIP) funds, account no. 210-165-656-5804. ATTACHMENTS: 1. Notice of Completion 2. Maintenance Bond 3. Contractor's Affidavit 1 R:~GEN DA REPORTS~001\11271PW99-17ACC DOC RECORDING REQUESTED BY AND RETURN TO: CITY CLERK CITY OF TEMECULA P.O, Box 9033 43200 Business Park Drive Temecula, CA 92589-9033 NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN THAT: 1. The City of Temecula is the owner of the property hereinafter described. 2. The full address of the City of Temecula is 43200 Business Park Drive, Temecula, California 92590. 3. A Contract was awarded by the City of Temecula to R.J. Noble Company to perform the following work of improvement: Pavement Management System - Project No. PW99-17, Jefferson Avenue Pavement Rehabilitation 4. Said work was completed by said company according to plans and specifications and to the satisfaction of the Director of Public Works of the City of Temecula and that said work was accepted by the City Council of the City of Temecula at a regular meeting thereof held on October 9, 2001. That upon said contract the Travelers Casualty and Surety Company of America was surety for the bond given by the said company as required by law. 5. The property on which said work of improvement was completed is in the City of Temecula, County of Riverside, State of California, and is described as follows: PROJECT NO. PW99- 17. 6. The street address of said property is: Jefferson Avenue and Winchester Road. Dated at Temecula, California, this 27~ day of November, 2001, STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) Susan W. Jones CMC, City Clerk I, Susan W. Jones CMC, City Clerk of the City of Temecula, California and do hereby certify under penalty of perjury, that the foregoing NOTICE OF COMPLETION is true and correct, and that said NOTICE OF COMPLETION was duly and regularly ordered to be recorded in the Office of the County Recorder of Riverside by said City Council. Dated at Temecula, California, this 27t~ day of November, 2001. Susan W. Jones CMC, City Clerk BOND NUMBER 83 SB 103609182 BCM PREMIUM INCLUDED IN PERFORM~CE BOND EXECUTED IN DUPLICATE CITY OF TEMECULA, PUBLIC WORKS DEPARTMENT MAIHTENANCE BOND PROJECT NO. PW99-17 PAVEMENT MANAGEMENT SYSTEM- JEFFERSON A VENUE PA VEMENT REHABIETA TION KNOW ALL PERSONS BY THESE PRESENT THAT: R.J. NOBLE COMPANY 15505 E. LINCOLN AVE., ORANGE, CA 92856 NAME AND ADDRESS CONTRACTOR'S a CORPORATION '~ ,.hereinafter called Principal, and TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, 21688 GATEWAY CENTER DR. DIAMOND BAR CA 91765 NAME AND ADDRE$$ OF SURET~ hereinafter called SURETY, are held and firmly bound unto CITY OF TEMECULA, hereinafter ,'~lled OWNER, in the penal sum of SIXTY THOUSAND THREE HUNDRED FORTY-TWO DOLLARS and 50 CENT~ (5 60,342.50 - - ) in lawful money of the United States, said sum being not less than ten (10%) of the C~tract value payable by the said City of Temecula under the tel/ns of the Contract. for the payment of which, we bind ourselves, successors, and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION is such that whereas, the Principal entered into a cartainCo~tractwiththeOWNER,;lated the 24th dayof APRIL , 2001, a copy of which is hereto attached and made a part hereof for the construction of PROJECT NO. PW99- t7, PAVEMENT MANAGEMENT SYSTEM JEFFERSON AVENUE PAVEMENT REHABILITATION. WHEREA~. said Contract provides that the Principal will furnish a bond condilion~l to gUarantee fm the period of one (1) year after approval of the final estimate on said job, by the OWNER, against all defects in workmanship and materials which may become apparent during said period; and WHEREA~, the said Contract has been completed, end was the final estimate approved on SEPTEMBER 28, ,2001. NOW, THEREFORE, THE CONDmON OF THIS OBLIGATION IS SUCH, that if within one year from the date of approval of the final estimate on said job pursuant to the Contract, the work done under the terms of said Cer~tract shall disclose poor workmanship tn the execution of said ~rk, and the carrying out of the terms of said Contract, or it shall appear that defective materials were furnished thereunder, then this obligatiOn shall remain in full force and virtue, otherwise this instrument shall be void. As a part of the obligation secured hereby and in addition to the face amount specified, costs and reasonable expenses and fees shall be included, including reasonable attorney's fees incurred by the City of Temecuia in successfully enforcing this obligation, all to be taxed as costs and included in any judgment rendered. BOND M.1 RSCt~ROJE ~17~IEW~Q99-t T,~¢ The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition tO t~t~ ~rm5 Of tl't~ GO~It;aGI, or to ~ WOrK to t;~ p~rl'orn'te=~ thereunder, or to t/'~c Sl:~C;fi=~t;ons accompanying the same, shall in any way affect its obligations on this bond, and it does hereby waive notioe of any such change, extension of time, alteration, or addition to the terms of the Contract, or to the work, or to the Specifications. Signed and sealed this 5 th day of OCTOBER SURE"Y ,~ ~'~ ATTORNEY-IN-FACT APPROVED AS TO FORM: Peter M. Thomen, City Attorney PRINCIPAL R.~J.' NOBLE COMPANY (Name) (T'~e) ~'P'-~' _ ST/~I HILTOI~, SECRETARY_ (Name) trine) 14~ BON~ M-2 R_~Cli~R~I Tt;EWBID99-17 ~¢: .STATE OF CALIFORNIA COUNTY OF RIVERSIDE On ioil /ol , before me, SS. PERSONALLY APPEARED .... MICHAEL D. STONG---- R. STANDLEY personally known to me (of proved to mc on thc ba::!z of ~li~faztor)' evidence) to be the person(4O-whose is/~ubscribed to the within h~strument and ac~owl- edged to me that he/she/th%' executed the sanxe h~ his/ ~/~kz!r authorized capacity(les), and that by his/~ their si~qature~ on the h~strument the persm~ or the entity upon behalf of which the person(s) acted, executed the h~strument. V'/ITNESS n'ty hand and official seal. Signa lure This area for Official Notarial Seal OPTIONAL Though the data below is not required by la,,',', it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CL^I~ED BY 81~NER [] INDiViDUAL [] CORPORATE OFFICER DESCRIPTION OF ATTACHED DOCUMENT [] PARTNER(S) [] LIMITED F. Uq GENERAL ~ ATfORNEY-IN-FACT E~ TRUSTEE(S) [] GUARDIAN/CONSERVATOR [] OTHER: TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER IS REPRESENTING: SIGNER(S) OTHER THAN NAMED ABOVE ~r2. c¢~ ~:,.. ~,/.¢4 ALL-PURPOSE ACKNOWLED G EMENT TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA TRAVELERS CASUALTY AND SURETY COMPANY FARMINGTON CASUALTY COMPANY Hartford. Connecticut 06183~9062 POWER OF ATTORNEY AND CERTIFICATE OF AUTHORITY OI!' ATTORNEY(S)-I~-FACT KNOW ALL PERSONS BY THESE PRESENTS, THAT TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, corporations duly organized under the taws of the State of Connecticut, and having their principal offices in the City of Hartford, County of Hartford, State of Connecticut, (hereinafter the "Companies") hath made, constituted and appointed, and do by these presents make~ constitute and appoint: Michael D. Stong, Shawn Blume, Susan C. Monteon, Rosemary Standley, of Riverside, California, their tree and lawful Attomcy(s)-in-Fact, with full power and authority hereby conferred to sign, execute and acknowledge, at any place witidn the United States, tile following instrument(s): by his/her sole signature and act, any and all bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking and any and all consents incident thereto and to bind the Companies, thereby as fully and to the same extent as ff the same were signed by thc duly authorized officers of the Companies, and all the acts of said Attomey(s)-in-Fact, pursuant to tile authority herein g~vcn, arc hereby ratified and confirmed. This appointment is made under and by authority of the following Standing Resolutions of said Companies, which Resolutions are now in full force and effect: VOTED: That tho Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President. the Treasurer. any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint At~.omeys-in-Fact and Agents to act for and on behnlf of the company and may give such appointee such anthority as his or her certificate of authority may prescribe to sign with the Company's name and sea). with the Company's seal bonds, recogmzances, contracts of indemnity, and other writings obligatory in the nature of a bond, recegn-tzance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her. VOTED: That the Chairman, thc President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may dnlegate all or any part of the foregoing authority to one or more officers or employees of tlfis Company, provided that each such delcgatien is in writing and a copy thereof is filed in the office of thc Secretary. VOTED: That any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertal~g shall be valid and binding upon the Company when (a) signed by the President. any Vice Chairman, any Executive Vice Presidant, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary, or (b) duly executed (under seal, if required) by one or more Attorneys-in-Fact and Agents pursuant to thc power prescribed in his or her certificate or their cerLificates of authority or by one or more Company officers pursuant to a written delegation of anthority. This Power of Attorney and Certificate of Authority is signed and scaled by facsimile (mechanical or printed) under and by authority of the following Standing Resolution voted by the Boards of Directors of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, which Resolution is now in full force and effect: VOTED: That the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any power of attorney or to any caxetificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys-in~Fact for purposes only of executing and attesting bends and undertakings and other writings obligatory in the nature thereof, and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached. (114)0 Standard) I I I I I I I I I I I I I I I I I ClTYOF TEMECULA, PUBLIC WORKS DEPARTMENT CONTRACTOR'S AFFIDAVIT AND FINAL RELEASE PROJECT NO. PW99-17 PA VEMENT MANAGEMENT SYSTEM- JEFFERSON A VENUE PA VEMENT REHABILITATION This is to certify that R.J. NOBLE CO. , (hereinafter the "CONTRACTOR") declares to the City of Temecula, under oath, that he/she/it has paid in full for all materials, supplies, labor, services, tools, equipment, and all other bills contracted for by the CONTRACTOR or by any of the CONTRACTOR's agents, employees or subcontractors used or in contribution to the execution of it's contract with the City of Temecula, with regard to the building, erection, construction, or repair of that certain work of improvement known as PROJECT NO. PW99-17, PAVEMENT MANAGEMENT SYSTEM JEFFERSON AVENUE PAVEMENT REHABILITATION, situated in the City of Temecula, State of California, more particularly described as follows: PAVEMENT MANAGEMENT SYSTEM -JEFFERSON AVENUE PAVEMENT REHABILITATION The CONTRACTOR declares that it knows of no unpaid debts or claims arising out of said Contract which would constitute grounds for any third party to claim a Stop Notice against of any unpaid sums owing to the CONTRACTOR. Further, in connection with the final payment of the Contract, the CONTRACTOR hereby disputes the following amounts: Description Dollar Amount to Dispute NONE Pursuant to Public Contracts Code §7200, the CONTRACTOR does hereby fully release and acquit the City of Temecula and all agents and employees of the City, and each of them, from any and all claims, debts, demands, or cause of action which exist or might exist in favor of the CONTRACTOR by reason of payment by the City of Temecula of any contract amount which the CONTRACTOR has not disputed above. Dated: 10/25/01 CONTRACTOR JSignature MICHAEL J. CARVER, P-RESIDENT Print Name and Title R-1 R:~CIP~PROJECTS~PWg~9-17~EWBID99-17.d~x: ITEM 6 APPROVAL CitY attorney DIRECTOR Of CItY MANAGER CITY Of TEMECULA AGENDA REPORT TO: FROM: City ManagedCity Council ")~//~William G. Hughes, Director of Public Works/City Engineer DATE: November 27, 2001 SUBJECT: PREPARED BY: Completion and Acceptance for the Installation of a Traffic Signal at Margarita Road and Stonewood Road, Project No. PW00-18 l~/,Amer Attar, senior Engineer ~r~'¢Scott Harvey, Associate Engineer RECOMMENDATION: That the City Council: 1. Accept the project for the Installation of a Traffic Signal at Margarita Road and Stonewood Road, Project No. PW00-18, as complete. 2. File a Notice of Completion, release the Performance Bond, and accept a one (1) year Maintenance Bond in the amount of 10% of the contract. 3. Release the Materials and Labor Bond seven (7) months after filing the Notice of Completion, if no liens have been filed. BACKGROUND: On April 10, 2001, the City Council awarded the contract to DBX, Inc. for an amount of $132,000.00. The Contractor has completed the work in accordance with the approved plans and specifications and within the allotted contract time to the satisfaction of the City Engineer. The construction retention for this project will be released on or about 35 days after the Notice of Completion has been recorded. FISCAL IMPACT: The total bid amount for this project was $132,000.00. This project is funded through Development Impact Fees -Traffic Signal, account no. 210-165-714-5804. ATTACHMENTS: 1. Notice of Completion 2. Maintenance Bond 3. Contractor's Affidavit 1 R;',AG E N DA REPORTS~2001\1127'~PW00-18ACC.DOC RECORDING REQUESTED BY AND RETURN TO: CITY CLERK CITY OF TEMECULA P,O. 8ox 9033 43200 Business Perk Drive Temecula, CA 92589-9033 NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN THAT: 1. The City of Temecula is the owner of the property hereinafter described. 2. The full address of the City of Temecula is 43200 Business Park Drive, Temecula, California 92590. 3. A Contract was awarded by the City of Temecula to DBX, Inc. to perform the following work of improvement: Installation of a Traffic Signal at Margarita Road and Stonewood Road, Project No. PWO0-18 4. Said work was completed by said company according to plans and specifications and to the satisfaction of the Director of Public Works of the City of Temecula and that said work was accepted by the City Council of the City of Temecula at a regular meeting thereof held on November 27, 2001. That upon said contract the Great American Insurance Company was surety for the bond given by the said company as required by law. 5. The property on which said work of improvement was completed is in the City of Temecula, County of Riverside, State of California, and is described as follows: PROJECT NO. PWO0-18 Road. The street address of said property is: intersection of Margarita Road and Stonewood Dated at Temecula, California, this 27 day of November 27, 2001. Susan W. Jones CMC, City Clerk STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones CMC, City Clerk of the City of Temecula, California and do hereby certify under penalty of perjury, that the foregoing NOTICE OF COMPLETION is true and correct, and that said NOTICE OF COMPLETION was duly and regularly ordered to be recorded in the Office of the County Recorder of Riverside by said City Council. Dated at Temecula, California, this 27m day of November, 2001. Susan W. Jones CMC, City Clerk CITY OF TEMECULA, PUBLIC WORKS DEPARTMENT BOND #3419304 MAINTENANCE BOND PREMIUM: INCLUDED IN PERFORMANCE BOND PROJECT NO. PWO0-18 TRAI=FIC SIGNAL INSTALLATION AT MARGARITA RD & S TONEWOOD RD KNOW ALL PERSONS BY THESE PRESENT THAT: DBX, INCORPORATED 42066 AVENIDA ALVARADO, STE. C, TEMECULA, CA 92590 NAME AND ADDRESS CONTRACTOR'S a CORPORATION , hereinafter called Principal, end (fill in whether 8 Corpo~,~n Partnership or ind',Wdual) GREAT AMERICAN INSURANCE COMPANY P.O. BOX 5440, ORANGE, CA 92863-5440 NAME AND ADDRESS OF SURETY hereinafter called SURETY, are held and firmly bound unto CITY OF TEMECULA, hereinafter called OWNER, in the penal sum of THIRTEEN THOUSAND TWO HUNDRED DOLLARS DOLLARS and NO CENTS ($ 13.200.00 lawful money of the United States, said sum being not less than ten (10%) of the Contract value payable by the said City of Temecula under the terms of the Contract, for the payment of which, we bind ourselves, successors, and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION is such that whereas, the Principal entered into a certain Contract with the OWNER, dated the 10TH day of APRIL , 2001, a copy of which is hereto attached and made a part hereof for the construction of PROJECT NO. PW00- 18, TRAFFIC SIGNAL INSTALLATION AT MARGARITA RD & STONEWOOD RD. WHEREAS, said Contract provides that the Principal will furnish a bond conditioned to guarantee for the period of on_._~e (1) year after approval of the final estimate on said job, by the OWNER, against all defects in workmanship and materials which may become apparent during said pedod; and WHEREAS, the said Contract has been completed, and was the final estimate approved on __ AUGUST 30 ,2001. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if within one year .from the date of approval of the final estimate on said ]ob pursuant to the Contract, the work done under the terms of said Contract shall disclose poor workmanship in the execution of said work, and the carrying out of the terms of said Contract, or it shall appear that defective materials were fumished thereunder, then this obligation shall remain in full force and virtue, otherwise this instrument shall be void. As a part of the obligation secured hereby and in addition to the face amount specified, costs and reasonable expenses and fees shall be included, including' reasonable attorney's fees incurred by the City of Temecula in successfully enforcing this obligation, all to be taxed as costs and included in any judgment rendered. The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract, or to the work to be performed thereunder, or to the specifications accompanying the same. shall in arly way affect itS obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract. or to the work, or to the Specifications. Signed and sealed this 30TH day of AUGUST ,2001. (Seal) CltARLE S L. (Name) ('nt~e) APPROVED AS TO FORM: Peter M. Thorsen. City Attorney PRI~/~IPAL DB~..~NCORPORATED (Name) President & Sec./Treas. (Name) ('nas) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF ORANGE On 08-30-2001 before me, LEXIE SHERWOOD - NOTARY PUBLIC personally appeared CHARLES L. FLAKE personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official s~ure'~of Notary Public seal. ~NOTAR¥ PUBLIC-CALIFORNIA ORANGE COUNTY J "~j~__~ COMM. EXP. JULY27 2005 OP TI ONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. DESCRIPTION OF ATTACHED DOCUMENT MAINTENANCE BOND TITLE OR TYPE OF DOL'UM~;T NU~E~OF PAGES 1 DATEOFDOCU~m~4T 08-30-2001 [] INDIVIDUAL [] PARTNER (S) [] OTHER: SIGNER IS REPRESENTING: CAPACITY CLAIMED BY $IGN~R [] CORPORATE OFFICER TITLE ($) [] ATTORNEY-IN-FACT [] TRUSTEE (S) GREAT AMERICAN INSURANCE COMPANY NAME OF PERSON(S) OR ENTITY(S) ANERlCAN INSURANCE ( OMP 580 WALNUT STREET * CINCINNATI, OHIO 45202 · 513'369-5000 · FAX 513-723-2740 Thc number of persons author/zed by this power of attorney is not more than No. 0 1/+0/46 STX POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the GREAT AMERICAN INSURANCE COMPANY, a corporation organized and existing under and by virtue of the laws of thc State of Ohio, does hereby nominate, constitute and appoint the person or persons named below its true and lawful attorney-in-fact, for it and in its name, place and stead to execute in behalf of the said Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof; provided that the liability of the said Company on any such bond, undertaking or contract of suretyship executed under this authority shall not exceed the limit stated below. Name Address Limit of Power DAVID L. CULBERTSON DIANA LASKOWSKI ALL 0F ALL CHARLES L. FLAKE KAREN CHANDLER ANAHEIM, UNLIMITED RICHARD A. COON LEXIE SHERWOOD CALIFORNIA This Power of Attorney revokes all previous powers issued in behalf of the attorney(s)-in-fact named above. IN WITNESS WHEREOF the GREAT AMERICAN INSURANCE COMPANY has caused these ~resents to be signed and attested by its appropriate officers and its corporate seal hereunto affixed this 19th day of June ,2001 Attest GREAT AMERICAN INSURANCE COMPANY STATE OF OHIO, COUNTY OF HAMILTON -- ss: On this 19th day of June, 2001 , before me personally appeared DOUGLAS R. BOWEN, to me known, being duly sworn, deposes and says that he resided in Cincinnati, Ohio, that he is the Vice President of the Bond Division of Greta American Insurance Company, the Company described in and which executed the above instrument; that he knows the seal; that it was so aIfixcd by aothorlty of his office under the By-Laws of said Company, and that he signed his name thereto by like authority. This Power of Attorney is granted by authority of the following resolutions adopted by the Board of Directors of Great American Insurance Company by unanimous written consent dated March 1, 1993. RESOLVED: That the Division President, the several Division Vice Presidents and Assistant Vice Presidents, or any one of them. be and hereby is authorized, from time to time. to appoint one or more A ttorneys-ln-Fact to execute on behalf of the Company, as surety, any and all bonds, undertakings and contracts o[suretyship, or other written obligations in the nature thereof: to prescribe their respective duties and the respective limits of their authority; and to revoke any such appointment at any time, RESOLVED FUR THER: That the Company seal and the signature of an.v of the aforesaid oft~cers and any Secretary or Assistant Secretacy o£ the Company may be aflixed by facsimile to any po wcr of attorney or certit~cate of either given for the execution of a~v bond. undertaking, contract or suretyship, or other written obligation in the nature thereof, such signature and seal when so used being hereby adopted by thc Company as the ortgtnal s~gnat ure of such o[ffTcer and the original seal of the Company, to be valid and binding upon the Company' with the same force and effect as though manually afl, xed. CERTIFICATION 1, RONALD C. HAYES, Assistant Secretary of Great American Insurance Company, do hereby certify that the foregoing Power of Attorney and the Resolutions of the Board of Directors of March I, 1993 have not been revoked and are now in full force and effect. Signed and sealed this 30TH day of AUGUST 2001 S 1029S (I 1/97) I ClTYOF TEMECULA, PUBLIC WORKS DEPARTMENT CONTRACTOR'S AFFIDAVIT AND FINAL RELEASE PROJECT NO. PWO0-18 TRAFFIC SIGNAL INSTALLATION AT MARGARITA RD & STONEWOOD RD This is to certify that DBX, Inc. , (hereinafter the "CONTRACTOR") declares to the City of Temecula, under oath, that he/she/it has paid in full for all materials, supplies, labor, services, tools, equipment, and all other bills contracted for by the CONTRACTOR or by any of the CONTRACTOR's agents, employees or subcontractors used or in contribution to the execution of it's contract with the City of Temecula, with regard to the building, erection. construction, or repair of that certain work of improvement known as PROJECT NO. PW00-18, TRAFFIC SIGNAL INSTALLATION AT MARGARITA RD & STONEWOOD RD, situated in the City of Temecula, State of California, more particularly deschbed as follows: TRAFFIC SIGNAL INSTALLATION AT MARGARITA RD & STONEWOOD RD The CONTRACTOR declares that it knows of no unpaid debts or claims arising out of said Contract which would constitute grounds for any third party to claim a Stop Notice against of any unpaid sums owing to the CONTRACTOR. Further, in connection with the final payment of the Contract, the CONTRACTOR hereby disputes the following amounts: Description Dollar Amount to Dispute Pursuant to Public Contracts Code §7200, the CONTRACTOR does hereby fully release and acquit the City of Temecula and all agents and employees of the City, and each of them, from any and all claims, debts, demands, or cause of action which exist or might exist in favor of the CONTRACTOR by reason of payment by the City of Temecula of any contract amount which the CONTRACTOR has not disputed above. Dated: September 4, 2001 CONTRACTOR Signature Jim Perry, President Print Name and Title -- RELF. ASE R-1 R:~cip\projects\pw00\pw00-18\biddocpw00-18 ITEM 7 APPROVAL CITY ATTORNEY DIRECTOR OF FINANC~_ CITY MANAGER CITY OFTEMECULA AGENDA REPORT TO: FROM: City Manager/City Council ~,,~/Villiam G. Hughes, Director of Public Works/City Engineer DATE: November 27, 2001 SUBJECT: PREPARED BY: Solicitation of Construction Bids for Rancho California Road Median Modifications at Town Center Plaza, Project No. PW00-02 sA~ever Attar, Senior Engineer- Capital Projects e Charette, Assistant Engineer- Capital Projects RECOMMENDATION: That the City Council approve the Project Plans and Specifications and authorize the Department of Public Works to solicit bids for the Rancho California Road Median Modifications at Town Center Plaza, Project No. PW00-02. BACKGROUND: This project will consist of closing two median openings along Rancho California Road adjacent to the Town Center Plaza. The two openings are located at the Claim Jumper Restaurant and Target Store driveway entrances (immediately west and east of the signalized intersection at Town Center Drive, respectively). The Traffic/Safety Commission has recommended that the openings be closed in order to eliminate traffic collisions caused by left-turn movements into the plaza and the need for longer left-turn pockets at the 3 signalized intersections. The loss of a left turn option at these two locations will be compensated by lengthening the existing left turn lanes at both Town Center Drive and Via Las Colinas an additional 300 feet and 240 feet, respectively, to meet the current and future demands. The closure modifications will include raised median improvements with planter areas containing rose bushes consistent with the current landscaping layout. The Public Works Department has prepared the plans, specifications, and contract documents and the project is now ready to be advertised for construction bids. The City Council has appropriated funds for the median modifications as pad of the Short-Term City- Wide Traffic Improvement Program. The Engineer's estimate for this project is $200,000. FISCAL IMPACT: This project is funded through Department of Public Works Traffic Improvement funds. These funds have been appropriated in Account No. 001-164-602-5412 for Project No. PW00-02. ITEM 8 APPROVAL CITY ATTORNEY DIRECTOROF FINAN~ CITY MANAGER CITY OF TEMECULA AGENDA REPORT TO: FROM: City ManagedCity Council ~.,~William G. Hughes, Director of Public Works/City Engineer DATE: November 27, 2001 SUBJECT: Award of Construction Contract for Traffic Signal and Delineation Modifications, Winchester Road (State Route 79 North), Northbound 1-15 Ramps to Ynez Road - Project No. PW00-31 PREPARED B er Attar, Senior Engineer ' Brian Guillot, Assistant Engineer RECOMMENDATION: That the City Council: Approve the Plans and Specifications for Traffic Signal and Delineation Modifications, Winchester Road (State Route 79 North), Northbound 1-15 Ramps to Ynez Road, Project No. PW00-31. Award a construction contract for Traffic Signal and Delineation Modifications, Winchester Road (State Route 79 North), Northbound I-15 Ramps to Ynez Road, Project No. PW00~31 to DBX, Inc. in the amount of $32,390.00 and authorize the Mayor to execute the contract. Authorize the City Manager to approve change orders not to exceed the contingency amount of $3,239.00, which is equal to 10% of the contract amount. BACKGROUN D: The adopted Capital Improvement Program for fiscal year 2000/2001 included a project entitled 1-15 Northbound On-Ramp Widening at Winchester Read. As an alternative to widening Winchester Road and the northbound on-ramp, which would include widening the bridge over Santa Gertrudis Creek, the Public Works Department proposed to Caltrans to re-stripe Winchester Road at the northbound on-ramp and place additional signs in order to improve traffic flow. The City submitted an application to Caltrans on Mamh 14, 2001, and the encroachment permit was approved on September 13, 2001. Two (2) bids were received and publicly opened on November 15, 2001, with the following results: 1. DBX, Inc. $32,390.00 2. Steiny & Company, Inc. $38,193.80 Staff has reviewed the bid proposal and found DBX, Inc., of Temecula, California to be the lowest responsible bidder for this project. In the past DBX, Inc. has completed several traffic signal projects for the City. Staff has contacted references and determined that DBX, Inc. has satisfactorily per[ormed similar type of work in the past. 1 R:~,GENDA REPORTS~2001\I12T~PW00-31 Awd DOC The engineer's estimate for this project is $28,000.00. The construction schedule calls for this work to be completed within ten (10) working days. A copy of the bid summary is available for review in the City Engineer's office. FISCAL IMPACT: The Traffic Signal and Delineation Modifications, Winchester Road (State Route 79 North) NB 1-15 Ramps to Ynez Road Project is funded through the Public Works Traffic Department, Traffic Improvement Account No. 001-164-602-5412. Adequate funds are available for the total construction cost of $35,629.00, which includes the contract amount of $32,390.00 plus the 10% contingency amount of $3,239.00. ATrACHMENT: Contract 2 R:~AGENDA REPORTS~001\1127~PW00-31 Awd. DOC CITY OF TEMECULA, PUBLIC WORKS DEPARTMENT CONTRACT FOR PROJECT NO. PWO0-31 TRAFFIC SIGNAL AND DELINEATION MODIFICATIONS WINCHESTER ROAD (STATE ROUTE 79 NORTH) NB 1-15 RAMPS TO YNEZ ROAD THIS CONTRACT, made and entered into the 27th day of November, 2001, by and between the City of Temecula, a municipal corporation, hereinafter referred to as "CITY", and DBX, Inc., hereinafter referred to as "CONTRACTOR." WITNESSETH: That CITY and CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: ,8. 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, Plans and Specifications entitled, TRAFFIC SIGNAL AND DELINEATION MODIFICATIONS, WINCHESTER ROAD (STATE ROUTE 79 NORTH), NB 1-15 RAMPS TO YNEZ ROAD, Insurance Forms, this Contract, and all modifications and amendments thereto, the State of California Department of Transportation Standard Specifications (1992 Ed.) where specifically referenced in the Plans and Technical Specifications, 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") as amended by the General Specifications, Special Provisions, and Technical Specifications for PROJECT NO. PW00-31, TRAFFIC SIGNAL AND DELINEATION MODIFICATIONS, WINCHESTER ROAD (STATE ROUTE 79 NORTH), NB 1-15 RAMPS TO YNEZ ROAD. Copies of these Standard Specifications are available from the publisher: Building New, Incorporated 3055 Overland Avenue Los Angeles, California 90034 (213) 202-7775 The Standard Specifications will control the general provisions, construction materials, and construction methods for this Contract except as amended by the General Specifications, Special Provision, and Technical Specifications for PROJECT NO. PW00-31, TRAFFIC SIGNAL AND DELINEATION MODIFICATIONS, WINCHESTER ROAD (STATE ROUTE 79 NORTH), NB 1-15 RAMPS TO YNEZ ROAD. 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. CONTRACT CA-1 R:\cip\projects\pw00-31 \contract Where the Contract Documents 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 NO. PW00-31, TRAFFIC SIGNAL AND DELINEATION MODIFICATIONS, WINCHESTER ROAD (STATE ROUTE 79 NORTH), NB 1-15 RAMPS TO YNEZ ROAD All of said work to be performed and materials to be furnished shall be in strict accordance with the Drawings and Specifications and the ~rovisions 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. The CITY agrees to pay, and CONTRACTOR agrees to accept, in full payment for, the work agreed to be done, the sum of: THIRTY TVVO THOUSAND THREE HUNDRED NINETY DOLLARS AND NO CENTS ($32,390.00), the total amount of the base bid. CONTRACTOR agrees to complete the work in a period not to exceed ten (10) working days, commencing with delivery of a Notice to Proceed 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 an amount not to exceed the contingency as established by the City Council. PAYMENTS LUMP SUM BID SCHEDULE: Before submittal of the first payment request, the CONTRACTOR shall submit to the City Engineer a schedule of values allocated to the various portions of the work, prepared in such form and supported by such data to substantiate its accuracy as the City Engineer may require. This schedule, as approved by the City Engineer, shall be used as the basis for reviewing the CONTRACTOR's payment requests. CONTRACT CA-2 R:\cip\projects~pw00-31\contract UNIT PRICE BID SCHEDULE: Pursuant to Section 20104.50 of the Public Contract Code, within thirty (30) days after submission of a payment request to the CITY, the CONTRACTOR shall be paid a sum equal to ninety percent (90%) of the value of the work completed according to the bid schedule. Payment request forms shall be submitted on or about the thirtieth (30th) day of each successive month as the work progresses. The final payment, if unencumbered, or any part thereof unencumbered, shall be made sixty (60) days after acceptance of final payment and the CONTRACTOR filing a one-year Warranty and an Affidavit of Final Release with the CITY on forms provided by the CITY. Payments shall be 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 part of the work. Interest shall be paid on all undisputed payment requests not paid within thirty (30) days pursuant to Public Contracts Code Section 20104.50. Public Contract Code Section 7107 is hereby incorporated by reference. In accordance with Section 9-3.2 of the Standard Specifications for Public Works Construction and Section 9203 of the Public Contract Code, a reduction in the retention may be requested by the Contractor for review and approval by the Engineer if the progress of the construction has been satisfactory, and the project is more than 50% complete. The Council hereby delegates its authority to reduce the retention to the Engineer. WARRANTY RETENTION. 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 $25,000 ~ $75,000 RETENTION PERIOD RETENTION PERCENTAGE 180 days 3% $75,000- $500,000 180 days $2,250 + 2% ofamountin excess of $75,000 Over $500,000 One Year $10,750 + 1% of amount in excess of $500,000 LIQUIDATED DAMAGES - EXTENSION OF TIME. In accordance with Government Code Section 53069.85, CONTRACTOR agrees to forfeit and pay to CITY the sum of one thousand dollars ($1,000.00) 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. CONTRACT CA-3 R:\ciCprojects~pw0O-31\contract 10. 11. 12. 13. 14. CONTRACTOR will be granted an extension of time and will not be assessed liquidated damages for 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. On or before making each request for payment under Paragraph 6 above, CONTRACTOR shall submit to CITY, in writing, all claims for compensation as to work related to the payment. Unless the CONTRACTOR has disputed the amount of the payment, the acceptance by CONTRACTOR of each payment shall constitute a release of all claims against the CITY related to the payment. CONTRACTOR shall be required to execute an affidavit, release, and indemnity 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 Contract, from the Director of the Department of Industrial Relations. These rates are on file 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 Section 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code. Pursuant to the provisions of 1775 of the Labor Code, CONTRACTOR shall forfeit to the CITY, as a penalty, the sum of $25.00 for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this Contract, by him or by any subcontractor under him, in violation of the provisions of the Contract. 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 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 willful misconduct of the CITY. The CONTRACTOR shall indemnify and be responsible for reimbursing the CITY for any and all costs incurred by the CITY as a result of Stop Notices filed against the project. The CITY shall deduct such costs from Progress Payments or final payments due to the CITY. GRATUITIES. 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. 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 preparers of the Drawings and Specifications for this CONTRACT CA4 R:~cip\prejects\p~vO0-31\contract 15. 16. 17. 18. 19. 20. 21. project. CONTRACTOR further warrants that no person in its employ has been employed by the CITY within one year of the date of the Notice Inviting Bids. CONTRACTOR'S AFFIDAVIT. After the completion of the work contemplated by this Contract, CONTRACTOR shall file with the City Manager, its affidavit stating that all workmen and persons employed, all firms 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. NOTICE TO CITY OF LABOR DISPUTES. 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 part 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. 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 suppliers. 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. CONTRACTOR 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. The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Contract and also govern the interpretation of this Contract. Any litigation concerning this Contract shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. In the event of litigation between the parties concerning this Contract, the prevailing party as determined by the Court, shall be entitled to actual and reasonable attorney fees and litigation costs incurred in the litigation. PROHIBITED INTEREST. No member, officer, or employee of the City of Temecula or of a local public body shall have any interest, direct or indirect, in the contract of the proceeds thereof during his/her tenure or for one year thereafter. Furthermore, the contractor/consultant covenants and agrees to their knowledge that no board member, officer or employee of the City of Temecula has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, or in the business of the contracting party other than the City of Temecula, and that if any such interest comes to the knowledge of either party at any time, a full and complete disclosure of all such information will be made, in writing, to the other party or parties, even if such interest CONTRACT CA-5 R:\cip\projects\pw00-31\contract 22. 23. would not be considered a conflict of interest under Article 4 (commencing with Section 1090) or Article 4.6 (commencing with Section 1220) of Division 4 of Title I of the Government Code of the State of California. ADA REQUIREMENTS. By signing this contract, Contractor certifies that the Contractor is in tota~ compliance with the Americans with Disabilities Act of 1990, Public Law 101- 336, as amended. WRITTEN 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, directed to the address of the CONTRACTOR as set forth in the Contract Documents, and to the CITY addressed as follows: Mailing Address: William G. Hughes Director of Public Works/City Engineer City of Temecula P.O. Box 9033 Temecula, CA 92589-9033 Street Address: William G. Hughes Director of Public Works/City Engineer City of Temecula 43200 Business Park Drive Temecula, CA 92590-3606 CONTRACT CA~ R:~cip\projects\pw0O-31\contract IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed on the date first above written. DATED: CONTRACTOR DBX, INC. 42066 Avenida Alvarado, #C Temecula, CA 92590 (909) 296-9909 By: Jim Perry, President DATED: CITY OFTEMECULA By: Jeff Comerchero, Mayor APPROVED AS TO FORM: Peter M. Thorson, City Attorney ATTEST: Susan W. Jones, CMC, City Clerk CONTRACT CA-7 R:\ciCprojects\pw00-31\conkact ITEM 9 APPROVAL CITYAtTORNEY DIReCTOROF FINAN(~e_~;~ CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OFTEMECULA AGENDA REPORT City Manager/City Council ,"V~(/~/~/Villiam G. Hughes, Director of Public Works/City Engineer November 27, 2001 Maintenance Agreement for the Pala Road Bridge Habitat Restoration Area, Project No. PW95-15LS PREPARED BY: Greg Butler, Senior Engineer RECOMMENDATION: That the City Council approve the Maintenance Agreement for the 5- year maintenance of the habitat restoration area associated with the construction of the Pala Road Bridge with in the amount of $38,000 authorize the Mayor to execute the agreement. BACKGROUND: On October 10, 2000 the City Council awarded a contract to Diversified Landscape to complete the imposed environmental mitigation related to the construction of the Pala Road Bridge improvements. The resource agency permits required that the habitat area within Temecula Creek that was disturbed during the bridge replacement contract be restored with native plant species and that the restored area be maintained for a period of five years. This maintenance agreement provides for the 5-year maintenance requirements necessary to establish the restored habitat area. This work was originally included in the construction contract, however, the contractor requested that this work be eliminated from the contract by deductive change order and covered under the attached maintenance agreement. This action will allow for filing of the Notice of Completion, release of retention, and termination of the project's bonds. The remaining work requires only monthly site visits to control weeds and verify that the irrigation system is functioning and does not warrant maintaining the performance bond or the labor and materials bond for the entire 5-year maintenance period. FISCAL IMPACT: The Pala Road Bridge Capital Improvement Project is funded with Bureau of Indian Affairs Funds, Capital Project Reserves and Developer Impact Fees. Adequate funds are available for this work in Account No. 210-165-631-5804. ATTACHMENT: Maintenance Agreement 1 R:'~AGENDA REPORTS~001\1127~PW97-15LS Maint. Agree. DOC CITY OF TEMECULA CONTRACT AGREEMENT FOR 5-YEAR MAINTENANCE OF THE PALA ROAD BRIDGE HABITAT RESTORATION SITE PW97-15LS THIS CONSTRUCTION CONTRACT, made and entered into as of November 27, 2001 by and between the City of Temecula, and Diversified Landscape Company ("Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. SCOPE OF WORK. Contractor shall construct and install all of the work described in the Scope of Work, attached hereto and incorporated herein as Exhibit A. ("Work") and shall provide and furnish all the labor, materials, necessary tools, expendable equipment, and all utility and transportation services required for the Work. All of said Work to be performed and materials to be furnished for the Work shall be in strict accordance with the specifications set forth in the Scope of Work. The Work shall be completed within the time set forth in the Scope of Work. Contractor shall not commence the Work until such time as directed in writing by the City of Temecula. a. TERM. This Contract shall commence on June 15, 2001, and shall continue in effect until tasks described herein are completed, but in no event later than June 15, 2006, unless sooner terminated pursuant to the provisions of this Contract. 2. COST OF WORK. For the Work described in Section 1 of this Agreement Contractor shall receive the sum of Thirty eight thousand Dollars and No Cents ($38,000.00) payable in accordance with the Schedule of Payments, attached hereto and incorporated herein as Exhibit A. This amount, of Thirty eight thousand Dollars and No Cents, shall not exceed the attached scope of work unless additional payment is approved as provided by this Agreement. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement that are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. Contractor shall be compensated for any additional services in the amounts and in the manner as agreed by the City Manager and Contractor at the time City's written authorization is given to Contractor for the performance of said services. The City Manager may approve additional work not to exceed ten percent (10%) of the amount of the Agreement, but in no event shall such sum exceed twenty-five thousand dollars ($25,000.00). Any additional work in excess of this amount shall be approved by the City Council. 3. PAYMENT. Contractor will submit invoices monthly, or at another agreed to interval, for actual services performed. Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thidy (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of contractor's fees it shall give written notice to Contractor within 30 days of receipt of an invoice of any disputed fees set forth on the invoice. 4. PERFORMANCE. Contractor shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Contractor hereunder in meeting its obligations under this Agreement. Contractor shall cause a full time experienced Superintendent to be present on the site during all construction and to oversee and supervise the Work. 1 R:\CIP~PROJECTS~PW97XPW97-15Landscape\9715LSMaintagrmt.doc 5. CITY APPROVAL. All labor, materials, tools, equipment, and services shall be furnished and work performed and completed subject to the approval of the City or its authorized representatives, and the quality of the workmanship shall be guaranteed for one year from date of acceptance. 6. CHANGE ORDERS. The City Manager may approve additional payment not to exceed 10% of the Agreement. Change orders exceeding these limits shall be approved bythe City Council 7. WAIVER OF CLAIMS. On or before making final request for payment under Paragraph 2., above, Contractor shall submit to the 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 the 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. 8. 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 file 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, and 1813 of the Labor Code. Pursuant to the provisions of 1775 of the Labor Code, Contractor shall forfeit to the District, 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. 9. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10) days prior written notice. Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Contractor wilt submit an invoice to the City pursuant to Section 3. 10. DEFAULT OF CONTRACTOR. a. The Contractor's failu re to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default for cause under the terms of this Agreement, the City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Contractor. If such failure by the Contractor to make progress in the performance of work hereunder arises out of causes beyond the Contractor's control, and without fault or negligence of the Contractor, it shall not be considered a default. b. If the City Manager or his delegate determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Contractor 2 R:\CIP~ROJECTS~W97~PW97-15 Landscape\9715 LSMaintagrmt.doc with written notice of the default. The Contractor shall have (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Contractor 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. 11. INDEMNIFICATION. The Contractor agrees to defend, indemnify, protect and hold harmless the City, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, or liability of any kind or nature which the City, its officers, agents and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising cut of Contractor's negligent or wrongful acts or omissions in performing or failing to perform under the terms of this Agreement, excepting only liability arising out of the sole negligence of the City. 12. LIABILITY INSURANCE. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). (3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (3) Employer's Liability: $1,000,000 per accident for bodily injury or disease. c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager. At the option of the City Manager, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. 3 R:\CIP~PROJECTSXPW97~PW97-15Landscape\9715LSMaintagrmt.doc d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: (4) 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 Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers. (2) For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. (3) Any failu re to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (4) The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (5) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. f. Verification of Coveraqe. Contractor shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the District before work commences. As an alternative to the City's forms, the Contractor's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. g. Contractor, by executing this Agreement, hereby cedifies: '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." 13. TIME OF THE ESSENCE. Time is of the essence in this Contract. 14. INDEPENDENT CONTRACTOR. Contractor is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this 4 R:~CIP~PRO JECTS~PW97~PW97-1512nd$cap¢\9715LSMaiatag'rmt.doc Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither the City nor any of its officers, employees or agents shall have control over the conduct of Contractor or any of Contractor's officers, employees or agents, except as set forth in this Agreement. Contractor 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. Contractor shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind the City in any manner. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, the City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for the City. The City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder. 15. LEGAL RESPONSIBILITIES. The Contractor shall keep itself informed of State and Federal laws and regulations that in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this section. 16. 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 the City for purposes of letting this Contract out to proposal will be accepted as 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. 17. CONTRACTOR'S AFFIDAVIT. Affer the completion of the Work contemplated by this Contract, Contractor shall file with the City Manager his affidavit stating that all workmen and persons employed, all firms supplying materials, and all subcontractors on the Work 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. BOOKS AND RECORDS. Contractor's books, records, and plans or such part 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. 19. UTILITY LOCATION. The City acknowledges its responsibilities with respect to locating utility facilities pursuant to California Government Code Section 4215. 20. REGIONAL NOTIFICATION CENTERS. Contractor agrees to contact the appropriate regional notification center in accordance with Government Code Section 4215. 21. INSPECTION. The Work shall be subject to inspection and testing by the 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 suppliers. 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 affer completion of the Work. 5 R:\CIP~PRO JECTSXPW97~PW97 - 15Landscape~9715 LSMaintagrmt.doc 22. DISCRIMINATION. Contractor 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. 23. WRI'I-rEN NOTICE. Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice: To City: City of Temecula P O Box 9033 Temecula, CA 92589-9033 43200 Business Park Drive Temecula, California 92590 Attention: City Manager To Contractor: Diversified Landscape Company 33801 Washington St. Winchester, CA 92596 (909) 926-7444 24. ASSlGNMENT. The Contractor shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City of Temecula. 25. LICENSES. At all times during the term of this Agreement, Contractor shall have in full fome and effect, all licenses required of it by law for the performance of the services described in this Agreement. 26. GOVERNING LAW. The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City of Temecula. In the event of litigation between the parties concerning this Contract, the prevailing party as determined by the Court, shall be entitled to actual and reasonable attorney fees and litigation costs incurred in the litigation. 27. PROHIBITED INTEREST. No member, officer, or employee of the City of Temecula or of a local public body shall have any interest, direct or indirect, in the contract of the proceeds thereof during his/her tenure or for one year thereafter. Furthermore, the contractor/consultant covenants and agrees to their knowledge that no board member, officer or employee of the City of Temecula has any interest, whether contractual, non- contractual, financial or otherwise, in this transaction, or in the business of the contracting party other than the City of Temecula, and that if any such interest comes to the knowledge of either party at any time, a full and complete disclosure of all such information will be made, in writing, to the other party or parties, even if such interest would not be considered a conflict of interest under Article 4 )commencing with Section 1090) or Article 4.6 (commencing with Section 1220) of Division 4 of Title I of the Government Code of the State of California. 6 R:\Cll~PROJECTSXPW97~PW97-15Landscape\9715 LSMaintagnnt.doc 28. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based sorely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 29. AUTHORITY TO EXECUTE THIS AGREEMENT. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of its obligations hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OFTEMECULA Jeff Comerchero, Mayor Attest: Susan W. Jones, CMC, City Clerk Approved As to Form: Peter M. Thorson, City Attorney CONTRACTOR DIVERSIFIED LANDSCAPE CO. 33801 Washington St. Winchester, CA 92596 (909) 926-7~444 7 R:\CI~PROJECTS~PW97\PW97 - 15Landscape\9715 LSMaintagrmt.doc EXHIBIT A SCOPE OF WORK and PAYMENT SCHEDULE The work required of this agreement shall be the requirements for items 4,5,6,7 & 8 of the "Schedule of Prices - Base Bid" included in the Plans, Specifications and Contract Documents for Project PW97-15(Landscape); Pala Road Bridge Landscape; Environmental Restoration, Median and Parkway Improvements. All terms included in the referenced document except those specifically outlined in this agreement shall be in effect. Payment Schedule Maintenance Year 1 (ends June 15, 2002) Maintenance Year 2 (ends June 15, 2003) Maintenance Year 3 (ends June 15, 2004) Maintenance Year 4 (ends June 15, 2005) Maintenance Year 5 (ends June 15, 2006) Total: $12,000.00 $8,000.00 $6,000.00 $6,OOO.OO $6,000.0O $38,000.00 R:\CIP~PRO JECTSkPW97'u°W97-15I~ndscape\9715LSMaintagnnt.doc ITEM 10 TO: FROM: DATE: SUBJECT: DIRECTOR CItY MANAGER .//,,~ -- H CITY OF TEMECULA AGENDA REPORT City Council Herman Parker, Director of Community Services November 27, 2001 Grant Writing Services for Library Bond Act PREPARED BY: Aaron Adams, Sr. Management Analyst RECOMMENDATION: That the City Council: 1) Award a contract in the amount $27,815.00 to Beverley Simmons and Associates-Library Management Consultants for the preparation of the Library Bond Act Application 2) Authorize the City Manager to approve change orders not to exceed $2,781.00 which is equal to 10% of the contract amount BACKG ROUND: In March 2000, a state-wide ballot measure was approved by votem titled, Proposition 14-California Reading and Literacy Improvement and Public Library Construction and Renovation of 2000. This is a competitive, state-wide grant program that will provide 65% of all eligible construction related expenses. The first round of applications for these funds will be due in June 2002. The City Council has previously set aside the required 35% match for the new library project. In addition, the completed library design has taken into account the joint-use/cooperative agreement programs proposed with the Temecula Valley Unified School District (TVUSD). Joint- Use/Cooperative programs are being given higher priority for funding consideration. The library design also displays state of the art technology that will contribute towards the grant application. Staff has reviewed six proposals from qualified grant writing consultants and chose to interview four firms. As a result, it is stars recommendation to enter into an agreement v~th Beverley Simmons and Associates-Library Management Consultants. Bevedey Simmons has been a library consultant for over 7 years and a public library director for 16 years. Ms. Simmons has extensive experience with library facility planning projects. Her partner is Mary Lou Schill, an experienced proposal wdter, who has developed a number of successful proposals for State Bonds. For five years, Ms. Schill also worked as lead City staff on all County Library projects for the City of Ventura. As a team, Ms. Simmons and Ms. Schill are able to provide substantial expertise in all aspects of the Library Bond Act application process. Ms. Simmons will serve as Library Consultant and Lead Analyst for the project, and Ms. Schill will serve as Project Analyst. As a additional component of the application process, the State is requesting all applicants to perform or update a library needs assessment. A separate consultant, Godbe Reseamh & Analysis, wil~ be working in conjunction with Beverley Simmons and City staff to conduct this statistical research. In preparation of this application, City Staff will be working very closely with all members of this team including: LPA (library design firm), The Wilson Group (legislative advocate firm for the City of Temecula), Godbe Research & Analysis (needs assessment), Riverside County, Temecula Valley Unified School District & Beverley Simmons & Associates. FISCAL IMPACT: Funds have been included and are available in the Capital Improvement Program-Library budget Attachments: Beverly Simmons & Associates Proposal & Agreement CITY OF TEMECULA AGREEMENT FOR CONSULTANT SERVICES (PROFESSIONAL SERVICES) THIS AGREEMENT, is made and effective as of November 27, 2001, between the City of Temecula, a municipal corporation ("City"), and Beverley Simmons & Associates-Library Management Consultants ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM. This Agreement shall commence on November 27, 2001, and shall remain and continue in effect until tasks described herein are completed, but in no event later than July 1, 2002, unless sooner terminated pursuant to the provisions of this Agreement. 2. SERVICES. Consultant shall perform the tasks described and set fodh in Exhibit A, attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 3. PERFORMANCE. Consultant shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. 4. PAYMENT. a. The City shall pay half of the fees for these services upon receipt of the signed agreement in the amount of $13,908.00 and the remaining half ($13,908.00) upon completion and mailing of the final application. This amount shall not exceed twenty seven thousand eight hundred fifteen ($27,815.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. b. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. The City Manager may approve additional work not to exceed ten percent (10%) of the amount of the Agreement, but in no event shall such sum exceed ten thousand dollars ($10,000.00). Any additional work in excess of this amount shall be approved by the City Council. c. Because this project will be billed at a fixed fee, rather than on an hourly basis, two invoices will be submitted in accordance to the specifications outlined in section 4a above. 1 5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant ~ill submit an invoice to the City pursuant to Section 3. 6. DEFAULT OF CONSULTANT. a. The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a de~ult. b. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 7. OWNERSHIP OF DOCUMENTS. a. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identi- fied and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained fora period of three (3) years after receipt of final payment. b. Upon completion of, or in the event of termination or suspension of this Agreement, ail original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer ties. 2 c. With respect to the design of public improvements, the Consultant shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Consultant. 8. INDEMNIFICATION. The Consultant agrees to defend, indemnify, protect and hold harmless the City, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, or liability of any kind or nature which the City, its officers, agents and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Consultant's negligent or wrongful acts or omissions in performing or failing to perform under the terms of this Agreement, excepting only liability arising out of the negligence of the City. 9. INDEPENDENT CONTRACTOR. a. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's e)clusive direction and control. Neither Citynor any of its officers, employees or agents shall have control over the conduct of Consultant or any of ConsuItant's officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its off~cers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liabilitywhatever against City, er bind City in any manner. b. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 9 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 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. RELEASE OF INFORMATION. a. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. Consultant, its officers, employees, agents or subcontractors, shall not without wdtten authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. b. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, headng or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 3 11. NOTICES. Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (I) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice: To City: To Consultant: City of Temecula Mailing Address: P.O. Box 9033 Temecula, California 92589-9033 43200 Business Park Drive Temecula, California 92590 Attention: City Manager Bevedey Simmons & Associates-Library Management Consultants 833 Arbor Avenue Ventura, CA 93003 4 12. ASSIGNMENT. The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without pdor wdtten consent of the City. Because of the personal nature of the services to be rendered pursuant to this Agreement, only Beverley Simmons & Associates-Library Management Consultants shall perform the services described in this Agreement. Beverley Simmons & Associates-Library Management Consultants may use assistants, under their direct supervision, to perform some of the services under this Agreement. Consultant shall provide City fourteen (14) days' notice prior to the departure of assistants from Consultant's employ. Should he or she leave Consultant's employ, the city shall have the option to immediately terminate this Agreement, within three (3) days of the close of said notice period. Upon term[nation of this Agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Consultant. 13. LICENSES. At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 14. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation ofthis Agreement. Anylitigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. In the event of litigation between the parties concerning this Agreement, the prevailing party as determined by the Court, shall be entitled to actual and reasonable attorney fees and litigation costs incurred in the litigation. 15. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All pdor or contemporaneous agreements, understandings, representations and statements, oral or wdtten, are merged into this Agreement and shall be of no further force or effect. Each partyis entedng into this Agreement based solety upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. · 16. AUTHORITY TO EXECUTE THIS AGREEMENT. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. IN WITN ESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OFTEMECULA By Jeff Comerchero, Mayor Attest: Susan W. Jones, CMC City Clerk Approved As to Form: Peter M. Thorson, City Attorney CONSULTANT Beverley Simmons & Associates-Library Management Consultants By 6 EXHIBIT A TASKS TO BE PERFORMED SCOPE OF WORK Development of Library Bond Application I. Scope of Project The following is the general outline of the work plan that the City is expecting from the selected consultant: Hold Initial Meetings with the City's Project Manager and other City staff, the County Librarian and County Library staff, the library architect and others who will be involved in the application process. Develop a checklist of application components. This task will guide the entire project as all items to be completed will be entered on the project list and the list will be monitored to ensure that all application components are completed in a timely fashion. Assist in obtaining needed contracts, resolutions and other policy and legal documents needed for the application. Collect and compile all supporting documents required to complete the Bond Act Application, including: 1. Site and Building 2. Planning 3. Financial and certifications Complete the project application in draft form for review and comment. Compile and present the completed application. Completed application must be received by the State Library Bond Counsel prior to June 14, 2001. 7 EXHIBIT B PAYMENT SCHEDULE The City shall pay half of the fees for these services upon receipt of the signed agreement in the amount of $13,905.00 and the remaining half ($13,908.00) upon completion and mailing of the final application. This amount shall not exceed twenty seven thousand eight hundred fifteen ($27,8'15.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. 8 C]TY OF TEMECULA Proposal to Assist in the Development of a Library Bond Act Application October 16, 2001 Beverley Simmons and Associates Library Management Consultants 833 Arbor Avenue Ventura, CA 93003 Phone 805.658.8983 Email simmons415@aol.com C[ffY OF TEMECULA Proposal to Assist in the Development of a Library Bond Act Application October 16, 2001 Table of Contents 3. 4. 5. Profile of Beverley Simmons and Associates References for Beverley Simmons Project Overview Proposed Task List and Project Cost Cost Proposal Page 6 11 12 15 Be ver/ey $/mmon$ ant~ ,4 ssoc/ates 1. Profile of Beverley Simmons and Associates Beverley Simmons has been a library consultant for over 6 years and a public library director for 16 years. She is the owner of Beverley Simmons and Associates, Library Management Consultants. Until recently, she led the Library Consulting Practice for DMG - MAXIMUS (formerly known as David M. Griffith & Associates, Ltd.). Tbrough DMG and its national network of 35 offices Ms. Simmons worked on a variety of library projects including planning and needs assessment projects, management audits, and feasibility studies. Ms. Simmons has extensive experience with library facility planning projects. She meets all the qualifications of a Library Consultant as identified by the State Library in the Proposed Title 5 Library Bond Act Regulations (July 20, 2001). She has developed library master plans, conducted community visioning processes, and facilitated staff planning eflbrts. Among these planning projects are: City of Ventura: Developed a city-wide vision for library services with strong community participation. Evaluated condition and made recommendations for the three library facilities in the City that are operated by the county library. Construction and renovation projects initiated following this study have doubled the library space available in the City in just four years. Chula Vista: Developed a Master Plan for this city library which identified and prioritized the need for additional branches, evaluated the effectiveness of a school-public library joint use operation, and developed an action plan to address the new facility needs. This study involved community participation through a telephone survey. Also involved extensive work with the City's major developers who are assessed a development impact fee for new housing construction. A follow-up to this study is currently underway. The Needs Assessment portion of the Master Plan is being updated with new census data, and community meetings and an analysis of the feasibility of a new branch. City of Tustin: Evaluated the current county library branch facility located in the city, and conducted extensive community needs assessment. Plan for expansion of the new facility was developed, and funding alternatives were evaluated. This project is currently awaiting funding through creation of a special district. City of Dallas, Texas: Participated as part of an amhitect-led team to develop a facilities master plan for this 23-facility library system. All facilities were evaluated, collections and furnishing needs were identified, and potential locations for new branches were identified. Sever/ey Simrnons and A$$ociate$ Page I Proposa/ for City o£ Temecula To Assist In The Deve/opment O/A Library Boncl Act Proposa/ January -_/une 2002 Ms. Simmons conducted community meetings, staff interviews, collection evaluations and developed a staff training program. The final draft of the Master Plan will be presented to the City Council in December, and will require bond funding for a variety of construction and renovation projects. Stanislaus County: Evaluated the condition and services of the 14 facilities of the county library and identified priorities for new facilities. Strong community participation was a key feature of this study. The County has folded the Library needs into its capital program. The record for implementation of Ms. Simmons' recommendations is strong. Clients work closely with her, until the recommendations have a solid action plan and good likelihood of accomplishment. With regard to Proposition 14 projects, Ms. Simmons is working in partnership with Mary Lou Schill, an experienced proposal writer, who has developed a number of successful proposals for State Park Bonds. For five years, Ms. Schill also worked as lead City staff on all County Library projects for the City of Ventura. As a team, Ms. Simmons and Ms. Schill are able to provide substantial expertise in all aspects of the Library Bond Act application process. Ms. Simmons will serve as Library Consultant and Lead Analyst for the project, and Ms. Schill will serve as Project Analyst. Resumes for Ms. Simmons and Ms. Schill follow. The table after the resumes shows recent, illustrative assignments that demonstrates the Ms. Simmons' experience in providing library planning, needs assessment, n~anagemenI, technology and operations consulting services to libraries. tTe ver/ey Simmons and Associates Page 2 Proposal £or City o£ Temecula To Assist In The Development OrA Library Bond Act Proposal January -June 2002 Ms. Simmons will serve as Library Consultant and Project Manager for this project Beverley Simmons Ms. Simmons has been a library consultant for over 7 years. She is a senior library service professional with extensive operating experience gained from over 20 years in the library service area before she entered the consulting field. From 1997 to 2000, Ms. Simmons was a Senior Manager with the national consulting firm, DMG MAXIMUS. As a library services consultant, Ms. Simmons has conducted management audits, as well as needs assessments, governance studies, and planning and visioning projects. She has managed 8 library needs assessments and 9 feasibility studies in the last three years. She has recently completed the development of Library Master Plans for the Cities of San Jose and Chula Vista. Other recent California experience includes feasibility studies for the cities of San Buenaventura (Ventura), Moreno Valley, Atherton and Pleasanton. She has also conducted library facility needs analyses for Stanislaus County and the City of Tustin. Recent projects for Ms. Simmons include the development of a facility needs assessment and building project for the City of Hercules in Contra Costa County, developing a library building program for National City, and facilitating a strategic planning process for tbe Carlsbad City Library. In 1995, Ms. Simmons served as Project Director for the California Public Library Restructuring Project. This 25-member Task Force was commissioned by the League of California Cities, the California State Association of Counties, the California Library Association, and the California Association of Library Trustees and Commissioners. The Task Force addressed the underlying issues of library governance and finance, and provided a blueprint for fundamental change in California library services. For nine years, Ms. Simmons was Director of Library Services for the City of Sunnyvale, an organization recognized in the recent books, Reinventing, Goven~ment and Banishi~t,g Bi3reaucracv. The City has been recognized for its innovative ways of delivering services to its community and bringing staff involvement in decision-making to a very high level. For five years during her tenure, Ms. Simmons also served as Sunnyvale's Director of Infom~ation Technology, Ms. Simmons has also held positions as Director of Libraries for Fall River and Methuen in Massachusetts, and as a library services consultant for the states of Massachusetts and North Carolina. Her Bachelor's and Master of Library Science degrees are fi'om the University of North Carolina at Chapel Hill. Be verley Simmons and Associates Page 3 Mary Lou Schill Proposal for City of Ternecu/a To Assist/n The Development OrA Library Bone/Act Proposa/ January -June 2002 Ms. Schill will serve as Project Analyst for this project. Ms. Schill has recently retired after 28 years as a parks and recreation professional with the cities of Ventura, California and Lake Park, Florida. In her administrative and managerial capacities, she conducted research and analysis on a variety of topics and acted as project manager on several high-profile community projects. She is experienced in project analysis and community relations work. Ms. Schill's work in Ventura included leading the City's team in dealing with the County Library's reorganization, community needs assessment and the renovation/expansion projects for two library facilities. The project spanned nearly five years and resulted in a doubling of the library space in the City. In connection with this project, Ms. Schill staffed the City's Library Advisory Commission. Ms. Schill also served as the Ventura Community Services Department capital projects funding coordinator and grants officer for 5 years. She was successful in securing numerous state, federal, and private sector grants for both capital projects and operations. Ms. Schill has recently assisted Beverley Simmons and Associates with demographic and statistical analysis for two needs assessment projects: the City of Chula Vista's update to the Needs Assessment of the City's Library Master Plan, and the City of Hercules' Needs Assessment. She is currently working with Ms. Simmons on several Bond Act proposals. Ms. Schill is a graduate of Douglass College, Rutgers University. Be ver/ey Simmons anc/ Associates Page 4 Recent Library Projects Client Name Town of Atherton, CA State Library of California City of Carlsbad, CA Chatham County, GA City of Chula Vista, CA Contra Costa County, CA City of Dallas, TX Fulton County, GA City of Hercules, CA Inland Library System, Riverside, CA Marin County, CA City of Mission Viejo, CA City of Moreno Valley, CA Multnomah County, OR City of Oakland, CA City of Orange, CA County of Orange, CA City of Palm Desert, CA City of Pleasanton, CA Salt Lake City, UT San Francisco City and County City of San Jose, CA Santa Paula Union High School District County of Shasta and Redding, CA City of South Pasadena, CA Stanislaus County, CA Tacoma Public Library City of Tustin, CA City of Ventura, CA Proposal for City of Temecu/a To Assist In The Development OrA Library Bond Act Proposal January -June 2002 Conducted by Beverley Simmons Nature of Our Work Town Library Service Feasibility Study Library of California Regional Planning Workshop Restructuring California Public Libraries Project Library Strategic Plan Management Audit of the Chatham-Effingham- Liberty County Library System (part of Chatham County-wide Management Audit) Library Service and Facilities Master Plan County-Wide Library Governance, Operations and Financing Study Library Master Plan (with architectural firm) Management Audit of the Atlanta-Fulton Public Library Community Library Needs Assessment, Library Site Selection, and Building Program Planning for Regional Multitype Library Services County Library Business Plan Development MARINet Network Assessment Start-up of City Library City Library Financial Feasibility Study Evaluation of Library Automation Services Conversion of Library Budget to Performance Management System; Facilitation of Management Retreat Management Audit of the Library (part of City- wide Management Audit) County-Wide Library Services Governance, Operations, and Financing Study Start-up of City Library Library Feasibility Study; Recruitment of Library Director and Assistant Director Management Audit of the Library; Development of Facilities Plan for New Main Library Study of Library Branch Administration Library Master Plan; Staff Deployment Study Library Space Needs Assessment Evaluation of Library Governance Alternatives Library Strategic Technology Plan Library Facilities Needs Assessment Performance Audit Service and Facilities Plan for a New Library. Community Library Needs Assessment and Service Plan; Assistance on Library Renovation ¢ever/ey Simmons and Associates Page 5 Proposa/ for City of Ternecu/a To Assist In T/7e Deve/opment OrA Library Bond Act Proposa/ January -June 2002 References for Beverlev Simmons Listed below are references whom you should feel free to contact regarding the quality and practicality of Ms. Simmons' consulting work. These references include people who have direct experience working with her on major library planning, staffing and facility studies. MARINet Network Assessment This project (2001) involved a comprehensive study of the technology, staffing, organizational and strategic planning processes of MARINet, a shared automation system of all the public libraries in Marin County. Working with technology consultant Joan Frye Williams, Ms. Simmons identified issues to be addressed. Following issues identification, Ms. Simmons conducted a planning retreat which resulted in the establishment of MARINet's strategic direction. The project concluded with development of an action plan to accomplish identified priorities. Reference: Sara Loyster, MARINet Chair Director, San Anselmo Library 415-258-4656 Carol Starr, Director Marin County Library 415-49%6052 City of Moreno Valley - Library Feasibility Study Recently completed project (1998) to determine the costs and revenues associated with establishing an independent municipal library. Included identification of projected annual operating costs and revenues, staffing levels and projected City library staff salary scale, one-time start-up costs, and issues associated with transfer of assets. Evaluation of current facility needs and action plan for facility improvement were part of the project. Also evaluated suitability of former March Air Force Base collection and library facility for public use and projected cost of retrospective collection conversion. Reference: Gene Rogers City Manager (909) 413-3030 £ever/ey Simmons and Associates Page 6 Proposal for City of Temecu/a To Assist In The Development O£A Library Bond Act Proposal January -June 2002 City of Pleasanton -- Library Feasibility Study This study (1997-1999) developed and evaluated library service delivery alternatives for the City of Pleasanton. Included definition of library service objectives and service levels; facility evaluation; identification of service delivery alternatives; development of operating and capital cost plans for each alternative; and evaluation of the service impact of each alternative. Two community meetings were held to solicit resident input on library service needs. Extensive evaluation of collections, services, and the library facility were part of this study. Follow-on activities included assistance with the selection of the Library Director and Assistant Director. Reference: Steven Bocian Assistant City Manager (925) 484 8008 BillieDancy Library Director (925) 931 - 3406 City of San Buenaventura -- Library Needs Assessment and Facility Plan This project (1997) included community and visioning work to determine the most responsive level of government to provide library services. Included in the project were the conduct of a number of community focus groups to determine community attitudes toward library needs and service issues; development of library services goals and objectives consistent with community need; and development of a number of alternative operating and facility plans based on cmTent and desired levels of service. Thorough evaluations of all three facilities in the City and recommendations for facility replacement, expansion and renovation were part of this study. Reference: Donna Landeros City Manager (805) 654 - 7800, Ext. 1 Starrett Kreissman Ventura County Librarian (805) 662 - 6750 City of Chula Vista - Development of a Library Master Plan Project (1998) involved the development of a comprehensive Master Plan for a rapidly growing community in the San Diego area. A survey of residents' attitudes toward library service and desired enhancements were part of the study. The Master Plan established standards for library facility size and technology for the next ten years, and evaluated funding alternatives for new facilities. The Beverley Simmons and Associates Page 7 Proposal for City of Ternecula To Assist In The Development OrA Library Rond Act Proposal January -June 2002 project also evaluated a joint school/public library operation. Follow-on activities in 2001 include updating the Needs Assessment portion of the Master Plan in preparation for a Proposition 14 application. Reference: David Palmer Library Director (619) 691-5170 Stanislaus County Library Needs Assessment and Plan This project provided a comprehensive overview of the library facility needs in Stanislaus County. It involved evaluation of each of the County Library's 14 facilities, and the conduct of community meetings in each location. The plan developed as a result of the study identified facility needs by priority and potential funding sources. Reference: Starrett Kreissman,former Stanislaus County Librarian Ventura County Librarian (805) 662 - 6750 Hercules Library Needs Assessment and Facility Plan This project (2001) involved development of an in-depth needs assessment for the only city in Contra Costa County without a County Library branch. The consultant has guided the Library Coinmission in the site selection process. Alan Oshima, President of Oshima & Yee, Architects, conducted the evaluations of the selected sites. The project concluded with the development cfa building program. Reference: Jacquelyn Harbert, Chair Hercules Library Commission Work: 510-891-5792 Home: 510-724-8270 Mike Sakamoto, Acting City Manager 510-799-8246 City of Tustin Library Service and Facility Plan This project (1998) involved the evaluation of the current county library branch facility located in the city, and conduct of an extensive community needs assessment. A plan for expansion of the new facility was developed, and funding Beverley S/mrnons and Associates Page 8 Proposa/ for C/ty of Temecu/a To Ass/st/n The Deve/oprnent OrA Library Bond Act Proposa/ January -June 2002 alternatives were evaluated. This project is currently awaiting funding through creation of a special district. Reference: Christine Shingleton, Assistant City Manager City of Tustin (714) 573-3107 John Adams, County Librarian Orange County Library (714) 566-3040 Bever/ey S/mrnons and Associate$ Page g Proposa/ for City of Temecu/a To Ass/st in The Deve/opment OrA £/brary Bond Act Proposa/ January -June 2002 Current projects: City of Pale Alto Organizational Study Project currently underway to evaluate the organizational structure of the Library, create new job descriptions, classifications, and design appropriate reporting relationships. This project involves intense work with the Organizational Study Group, a group of senior Librarians, the Director, and a representative of the City's Human Resources Department. Reference: Mary Jo Levy Director Pale Alto Public Library 650-329-2403 Canal Learning Center / Library Project This project involves providing assistance to the City in preparation for their Proposition 14 Bond Act application for a joint community center and library branch. Work involves review of the building program and supporting documentation, assistance and review of application data. This work follows on earlier assistance provided to the architect for the entire project. Reference: Vaughan Simon, Director San Rafael Public Library 415-585-3325 City of Chula Vista Update of Library Master Plan Needs Assessment The 'City of Chula Vista completed a comprehensive Master Plan with Ms. Simmons as project director in 1998. This year, she is updating the Needs Assessment portion of that Master Plan and with reference to a new branch library site in the rapidly growing eastern part of the City. David Palmer Library Director (619) 691-5170 Be ver/ey Simmons and Associates Page I 0 Proposa/ for City of Ternecula 7-o Ass/st in The Deve/oprnent OrA Library t~ond Act Proposal January -June 2002 Project Overview The City of Temecula has been planning for some time to construct a new and larger Library facility. In March 2000, a state-wide ballot measure was approved by voters, and provided bond funding for public library construction on a competitive basis throughout the state. The City of Temecula intends to submit an application for the Bond Act fimding. The City has already identified the necessary 35% match required by the Bond Act, and has completed design of the new facility. Key studies required by the regulations of the Act have also been completed, and the City is ready to make its application for funds. The full name of the Bond Act is: Proposition 14- California Reading and Literacy Improvement and Public Library Construction and Renovation of 2000. It is a competitive, state-wide grant program that will provide 65% of all eligible construction related expenses. The first round of applications for these funds will be due in June 2002. The City plans to apply for funding under Prop 14, and will be following closely the requirements for this application as they are finalized over the next six months. Proposed Regulations were last issued July 20, 2001. A proposed task list follows, based on the identified scope of work, the Bond Act application, and supporting documents requirements. Following the task list, an estimate of consultant hours is shown, with estimated costs for expenses listed separately after the consultant hours. In each task, the consultant team will work closely with thc City staff, architect, and County Library staff to obtain needed information. All written material will be submitted to the City Manager's office for review and approval. £ever/ey $irnmons and Associates Page l I Proposal for City of Temecula To Assist In The Development O£A library Bond Act Proposal January-June 2002 4. Prol3osed Task List The current Application form and the Proposed Title 5 Library Bond Act Regulations contain specific information for the submittal of applications. Completion of the application is only possible after a number of supplemental reports and documents have been developed. Additionally, the application itself will require several actions on the part of the City Council and the County, certifying the operation of the Library and its financial support. The consultants propose to develop a timeline and checklist of essential documents and actions needed for the process. The entire project will include a variety of activities: Initial meetings with City's Project Manager and other City staff, County Librarian and County Library staff, and architect. The purpose of the meetings will be to establish the scope of the consultants' work plan, set initial time frames and develop contact information. · Provide assistance to the City's Project Manager in establishing cooperative agreements with the school district and the County Library. interviews with various City and Library staff to develop needed information. Meetings with the architect, City and County Library staff and any other groups may also be scheduled during these visits. · The consultants will make extensive use of email, fax, and phone to gather needed information. Review meetings with the City's Project Manager at two key times during the application development process, and a third review meeting in early June, which should be the final walk-through of the entire application. The task list which follows indicates the key activities and parts of the application and the supporting documents which will be completed as a part of this project. The estimated consultant hours and the estimated expenses are shown at the end of this section. Eever/ey Simmons and Associates Page 12 o o Proposa/ for City of Temecu/a To Assist In The Deve/opment OrA Library Bond Act Proposa/ January -June 2002 Task List Hold Initial Meetings with the City's Project Manager and other City staff, the County Librarian and County Library staff, the selected architect and others who ~vill be involved in the application process. Develop A Checklist Of Application Components. This task will guide the entire project as ail items to be completed will be entered on the project list and the list will be monitored to ensure that all application components are completed in a timely fashion. Assist In Obtaining Needed Contracts, Resolutions And Other Policy And Legal Documents Needed For The Application. The Analyst will develop a checklist of documents needed, with the governing body that will act on the document, the staff responsible for calendar and scheduling, and the due dates for each item. This checklist will be developed and provided to the City's Project Manager. The consultant team will use the list to follow up with each agency and obtain copies for the application. Collect And Compile All Supporting Documents Required To Complete The Bond Act Application. The key documents needed are listed below: Site and Building Boundary Survey Geotechnical Report CEQA Documentation Visual record of existing library (video or photo) Map and visual record of site Preliminary Title Report Legal opinion regarding title exceptions (if any) Site Ownership Verification Building ownership Verification of Property Value Parking shared use agreement (if applicable) Planning Cooperative agreements Community Library Needs Assessment Library Plan of Service Library Building Program Conceptual Plans Financial and Certifications Project construction cost estimate Resolution certifying project budget, local funding commitment, supplemental funds, and public library operation Operation commitment from County Library Private funds availability certification Bever/ey Simmons and Associates Page 13 Proposal for City of Ternecula To Assist In The Development OfA L/brary Bonct Act Proposal January -June 2002 Complete The Project Application In Draft Form For Review And Comment. Key parts of the application are shown in the chart below: Project Identification and Type of Project Project Planning Information Population Growth Existing Library Facility Square Footage Library Facility Master Plan Age of Existing Facility Condition of Existing Facility Site Information Ownership Title Considerations Appraisal Site Use Potential Accessibility · Visibility Community Context and Planning Site Selection Process Site Selection Summary Site Description Size Zoning Permits and fees Drainage CEQA Energy Conservation Historic Buildings Geotechnical Report Demolition Utilities Site development Financial Information Construction Cost Index Comparative Public Construction Library Project Budget Sources of Project Revenue Projected Library Operating Budget Financial Capacity Project Timetable 6. Application Certification Compile And Present The Completed Application. The consultants will present the completed application to the City Council or review it with the City's Project Manager, as appropriate. £ever/ey $/mrnons and Associa£es Page Proposa/ /:or City of Ternecu/a To Assist in The Deve/opment OrA Library Bond Act Proposa/ January -June 2002 5. Cost Proposal Thc cost estimate for the application process includes the scope of work described in the previous section, and includes completing all pertinent parts of the application form, and providing an original and six copies for submission to the State. With regard to the supporting documentation, the estimate of consultant hours provides for compilation and review of all supporting documents; identification of any deficiencies; and suggestions for obtaining revisions, if needed. The cost for the hours estimate is based on a blended rate for Ms. Simmons and Ms. Schill of $125 per hour. (The usual rate for Ms. Simmons is $175 per hour and Ms. Schill's rate is $75.) The consultants are willing to undertake additional tasks during the project, if necessary. The same hourly rates mentioned above will apply to any additional work. Possible additional tasks (shown in the list above) which may result in an expanded scope of work are: Creating a visual record of the existing library Creating a visual record of proposed site Assistance in developing projected Library operating budget Assistance in updating the Community Library Needs Assessment Assistance with developing the Library Plan of Service Consultant Hours Task Consultant Hours Cost 1. Initial Meetings 8 $1,000 2. Develop A Checklist Of 8 1,000 Application Components 3. Provide Technical 16 2,000 Assistance With School District Agreements 4. Assist In Obtaining 16 2,000 Contracts, Etc. 5. Collect Supporting 32 4,000 Documents For Application 6. Complete Draft Project 80 10,000 Application 7. Compile And Present 40 5,000 Completed Application Total Consultant Hours 200 $25,000 t~ever/ey Simmons and Associates Page 15 Proposa/ for City of Temecu/a To Assist in The Deve/oprnent OrA Library Bond Act Proposa/ January -June 2002 Expenses In order to accomplish this project, approximately 5 on-site visits will be required during the period January - June 2002. The cost of these visits and other expenses is shown in the chart below. Expense Cost Estimate Travel to Temecula (5 trips) 690 Hotel 525 Printing of reports 1,200 Misc. expenses 400 Total $2,815 We would be pleased to accomplish this project for a fixed fee(of $27,815.00. A~/ the project progresses, if additional tasks are requested of the consultafttsr, those-tasks can be added to the scope of work. Thank you for the opportunity to make this proposal. We look forward to talking with you further. Beret/e/Simmons and Associates Page 16 ITEM 11 CITY ATTORNEY /7 ~ ,~ DIRECTOR OF FINARC,.E~ CITY MANAGER ~//' TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City M~/City Council Gra~/2ates, Assistant to the City Manager November 27, 2001 Award of Contract-State Lobbyist PREPARED BY: Aaron Adams, Sr. Management Analyst RECOMMENDATION: That the City Council approve the contract for State lobbying services to be provided by the Wilson Group, LLC in the amount of $3,500 per month for a total amount of $24,500 for the remainder of the current fiscal year. This contract will remain in effect through June 30, 2002 and can be extended based upon performance. BACKGROUND: As local governments continually compete and lobby the State of California for funding and influence, the role of legislative advocates becomes more and more important. The City has identified the need to have Temecula's interests and concerns better served in Sacramento by hiring a State Lobbyist. The City of Temecula has recently issued a Request for Proposal (RFP) for State lobbying services. Six qualified firms provided responses and five firms were interviewed by City Staff and Councilmember Naggar, a member of the selection committee. City staff also conducted extensive reference checks before a recommendation was made. Based upon input from the selection committee which also included Councilmember Stone, it is staffs recommendation to hire the Wilson Group, LLC. The Wilson Group LLC was founded in 1980 by former Senator Bob Wilson. The Firm has represented California Cities in front of the California Legislature for nineteen years. The core leadership team consists of former Senators Bob Wilson, Wadie Deddeh, and Newt Russell, plus Executive Director Brooks Ellison. Former Congressman Dawson Mathis, an expert on transportation, joined the firm in 1999. Attorney Jerry Scribner, former Chief Consultant to the Senate Finance Committee, also joined the firm in March 2000. The Firm owns its own building located at 1725 Capitol Ave., just two blocks from the State Capitol. The City of Temecula currently has a Federal Lobbyist (David Turch & Associates) under contract and the hiring of a State Lobbyist will ensure that Temecula's interests are also heard in Sacramento. In addition, the State budget is currently operating at a deficit and the hiring of a State Lobbyist will become another layer of defense to help ensure that the State does not raid City revenues. FISCAL IMPACT: Contract costs for the remainder of the current fiscal year is $24,500. In addition, the City agrees to reimburse Consultant for all ordinary & reasonable expenses incurred on our behalf up to $2,000 a year. Funding is available in 001-110-999-5248 for the remainder of the current fiscal year. Attachments: The Wilson Group, LLC Proposal & Contract CITY OF TEMECULA AGREEMENT FOR CONSULTANT SERVICES CALIFORNIA STATE LOBBYIST SERVICES THIS AGREEMENT, is made and effective as of December 1, 2001, between the City of Temecula, a municipal corporation ("City"), and The Wilson Group, LLC ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM. This Agreement shall commence on December1, 2001, and shall remain and continue in effect until tasks described herein are completed, but in no event later than June 30, 2002, unless sooner terminated pursuant to the provisions of this Agreement. If the City is satisfied with consultants performance, then the contract can be extended on a year to year basis for 3 additional y~ars. 2. SERVICES. Consultant shall perform the tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 3. PERFORMANCE. Consultant shall at all times faithfully, competenfiy and to the best of his or her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. 4, PAYMENT. a. The City shall pay a monthly fee for these services upon receipt of the signed agreement in the amount of $3,500.00/month. This amount shall not exceed twenty four thousand five hundred dollars ($24,500) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. A $2,000 per year cap on expenses will be reimbursable for all ordinary& reasonable expenses incurred on the City's behalf. b. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement, which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. The City Manager may approve additional work not to exceed ten percent (10%) of the amount of the Agreement, but in no event shall such sum exceed ten thousand dollars ($10,000.00). Any additional work in excess of this amount shall be approved by the City Council. c. Because this project will be billed at a fixed fee, rather than on an hourly basis, two invoices will be submitted in accordance to the specifications outlined in section 4a above. 5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant ~11 submit an invoice to the City pursuant to Section 3. 6. DEFAULT OF CONSULTANT. a. The Consultant's failure to complywith the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default. b. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 7. MAINTENANCE OF DOCUMENTS. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 8. INDEMNIFICATION. The Consultant agrees to defend, indemnify, protect and hold harmless the City, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, or liability of any kind or nature which the City, its officers, agents and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Consultant's negligent or wrongful acts or omissions in performing or failing to perform under the terms of this Agreement, excepting only liability arising out of the negligence of the City. 9. INDEPENDENT CONTRACTOR. a. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's e~clusive direction and control. Neither Citynor anyof its officers, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liabilitywhatever against City, or bind City in any manner. b. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 10. 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 its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section. 11. RELEASE OF INFORMATION. a. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. b. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 12. NOTICES. Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (I) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that partymay later designate by Notice: To City: To Consultant: City of Temecula Mailing Address: P.O. Box 9033 Temecula, California 92589-9033 43200 Business Park Drive Temecula, California 92590 Attention: Shawn Nelson, City Manager The Wilson Group, LLC 1725 Capitol Ave Sacramento, CA 95814 Attention: Bob Wilson 13. ASSIGNMENT. The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Because of the personal nature of the services to be rendered pursuant to this Agreement, only Beverley Simmons & Associates-Library Management Consultants shall perform the services described in this Agreement. Beverley Simmons & Associates-Library Management Consultants may use assistants, under their direct supervision, to perform some of the services under this Agreement. Consultant shall provide City fourteen (14) days' notice prior to the depadure of assistants from Consultant's employ. Should he or she leave Consultant's employ, the city shall have the option to immediately terminate this Agreement, within three (3) days of the close of said notice period. Upon termination of this Agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Consultant. 14. LICENSES. At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 15. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Anylitigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. in the event of litigation between the parties concerning this Agreement, the prevailing party as determined by the Court, shall be entitled to actual and reasonable attorney fees and litigation costs incurred in the litigation. 16. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All pdor or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 17. AUTHORITY TO EXECUTE THIS AGREEMENT. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. IN WITN ESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA By Jeff Comerchero, Mayor Attest: Susan W. Jones, CMC City Clerk Approved As to Form: Peter M Thorson, City Attorney CONSULTANT Bob Wilson, The Wilson Group, LLC By EXHIBIT A TASKS TO BE PERFORMED SCOPE OF WORK Government Affairs-Legislative Advocacy I. Scope of Project The following is the general outline of the work plan that the City is expecting from the selected consultant: a. Develop strategies to successfully implement City's legislative program b. Maintain personal contacts with committee chairs, Members and legislative staff to anticipate legislation and to locate authors c. Establishing relations between City Councilmembers and City staff d. Represent the City of Temecula in meetings, or hearings with Senators or Assembly members, the Governor's Office, State agencies, boards, commissions and other legislative bodies, as well as testifying on behalf of the Temecula during any such meetings. e. Research and provide information to the City of Temecula on state laws or proposed legislation, legislative hearings, reports and testimony, state regulations/policies, funding opportunities for proposed projects and technical memoranda or reports impacting City operations and/or decisions f. Aggressively lobby on all issues directed by the City of Temecula, including proactively searching for potential legislative vehicles relating to these issues and affecting the outcome of these matters. g. Provide the City with copies of bills (as introduced or amended) or proposals pertaining to issues of concern/interest to Temecula, particularly those affecting or relating to the City's legislative program. In addition, consultant shall provide the City with an analyses and comments, along with all floor and committee analyses, of all relevant legislation. h. Track all of the City's legislation through policy and fiscal committees, on the floors of the Senate and Assembly, in conference committee (if any), past enrollment and onto the Governor's desk. i. Deliver letters as directed by the City to appropriate committees and members of the Legislature, as well as to executive departments and/or State officials. j. Draft appropriate bill text and/or identification of appropriate legislative or administrative vehicles (e.g. spot bills, budget/trailer bills, discretionary action at an agency level, etc.,) to carry out the City's legislative goals. k. Cooperate with the League of California Cities and The California Redevelopment Association in their legislative efforts including attending the regular "City Representative" briefings. 1. Visit the City of Temecula a minimum of two times annually to meet with staff and City Council and at other times when necessary. m. Provide access to the website www.thewilsongroup.com for additional research and analyses n. File necessary reports for the City of Temecula with the State's Fair Political Practices Commission R:\AD A M S A\COI0 NC I LIWilson Group contract l.doe EXHIBIT B PAYMENT SCHEDULE The City shall pay a monthly fee for these services upon receipt of the signed agreement in the amount of $3,500.00/month. This amount shall not exceed twenty four thousand five hundred dollars ($24,500) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. A $2,000 per year cap on expenses will be reimbursable for all ordinary & reasonable expenses incurred on the Cit~/s behalf. THE WILSON GROUR, LLC GOVERNMENTAL AFFAIRS - LEGISLATIVE ADVOCACY THE WILSON BUILDING 1725 CAPITOL AVENUE SACRAMENTO, CALIFORNIA 95814 (916) 448-2187 Fax (916) 448-5346 E-Mail: lobby~t hewilsongroup.com Web Site: www. thewilsongroup.com RESPONSE TO REQUEST FOR PROPOSAL CITY OF TEMECULA BY: THE WILSON GROUP, LLC Senator Bob Wilson (Ret.) Senator Wadie Deddeh (Ret.) Senator Newt Russell (Ret.) Congressman Dawson Mathis (Ret.) Brooks Ellison, Esq. Jerry Scribner, Esq. Tim Warriner, Esq. 1725 CAPITOL AVE SACRAMENTO, CALIFORNIA September 10, 2001 BRIEF DESCRIPTION OF FIRM AND FIRM PROFILE THE WILSON GROUP LLC was started in 1980 by former Senator Bob Wilson, and specializes in representing clients before the California Legislature and the Executive Branch. The core leadership team consisting of former Senators Bob Wilson, Wadie Deddeh, and Newt Russell, plus Executive Director Brooks Ellison. Legislative advocate and firm attorney Tim Warfiner has been in place for more than five years. Former State Senator, now Congresswoman Dianne Watson, left the firm three years ago in order to accept a Presidential appointment as Ambassador to Micronesia. Former Congressman Dawson Mathis, an expert on transportation and a close friend of Senate President John Burton joined the firm in 1999 and attorney Jerry Scribner, former Chief Consultant to the Senate Finance Committee, joined the firm in March 2000. The Firm's owns its own two story building located at 1725 Capitol Ave., just two blocks from the State Capitol. The Legislator as Advocate---Experience, seniority and expertise developed over the course of distinguished political careers make the difference at the Capitol. As former members of the California State Legislature, Bob Wilson, Wadie Deddeh, and Newt Russell realize a strong advantage in the local government community---they have been at the center of the process and they have shared the legislative experience. The Attorney as Advocate---Analyzing, drafting and shepherding legislation takes a great degree of legal and technical sophistication. Bob Wilson, Brooks Ellison, Jerry Scribner and Tim Warriner are attorneys and members of the California State Bar. They combine an impressive breadth of legal experience that spans over 60 years--a tree asset to effective legislative advocacy. The Wilson Group has assembled the premier legislative advocacy team in Sacramento for one reason---to get results. The qualifications and experience of our members is unprecedented. The California Weekly Magazine has called the Firm one of the top ten most effective lobbying firms, in terms of legislative clout. The San Diego Union Tribune and The Sacramento Bee stated, "Bob Wilson is an influential lobbyist who puts on the pressure." The Bakersfield Californian wrote, "Bob Wilson is a highly effective lobbyist in Sacramento." The Glendale News Press stated, "Senator Russell...epitomizes class, civility, intelligence and the patrician air of what political writers of fiction would cast as a statesman..." The League of California Cities said, "Newt Russell is not afraid to tackle the tough issues...the only way to describe him is that he is a real friend of local government." Former Senate pro Tempore David Roberti stated "Deddeh is the heart of the Senate, he radiates warmth and friendship." 2 The California Political Almanac honored Bob by stating, "Bob Wilson is one of California's most effective lobbyists." The Sacramento Bee political columnist, Dan Walters wrote, "Senator Russell is one of the rocks of the Senate, it's unfortunate that there are not more Russells. FINANCIAL SOLVENCY The Wilson Group has been one of the top lobbying firms in Sacramento for more than 20 years. As noted above, the firm owns its own building next to the Capitol. As shown in the attached list of clients we have a healthy client base most of whom have been with us for ten or more years. QUALIFICATIONS The Firm has represented California Cities in front of the California Legislature for nineteen years. During this time the Firm has become a recognized expert in representing cities. Currently the Firm represents nine cities. In order to secure grants for our cities the Firm has authored a comprehensive grants manual. No other firm in Sacramento has secured as many grants for its clients as our Firm. In order to stay abreast of issues that affect cities, members of the Firm regularly meet with key legislative decision makers including the Chairs of both the Senate and Assembly Local Government Committees as well as meeting weekly with the League of California Cities' senior staff. As a result of our constant study of local government issues and close contact with policy makers, our Firm has a deep understanding of all issues facing local government. As you are aware, term limits have caused rapid turnover in the California Legislature. This has resulted in many advocates who might have had a close relationship with members in the past finding their influence waning. In order to insure that our Finn has the closest possible relationships with legislators, the Firm has retained the services of prominent former Senators who have recently served in the California Legislature. Senator Newt Russell joined our Firm in ! 997 after serving for thirty-two years in the California legislature. As a result of serving in high-level policy positions with the Republican leadership in the Senate, Senator Russell is uniquely positioned to secure tough votes from Republican legislators. Senator Wadie Deddeh has unparalleled access in Sacramento. Few legislators have ever attained the popularity that Wadie Deddeh enjoys with his former colleagues in the Legislature. Without being boastful, Wadie can achieve results for the Firm's clients that few can achieve. Wadie has a very close rapport with Senator Steve Peace and with Senator Dede Alpert, the respected Chairs of the Senate Budget Committee and Appropriations Committee. Because of these relationships, ifTemecula were to request additional funding for its library or other infrastructure needs, we believe that our Firm would be in a unique position to make the best case for these requests. We have experience in representing clients before the PUC and we are also currently representing a client before the Legislature in connection with the special session bill concerning San Diego Gas and Electric. 3 We also have the scrvices of former Congressman Dawson Mathis, who was Senate Pro Tern John Burton's seatmate in Congress and remains his closest friend. We believe there is no finn better prepared to represent the City of Temecula on the issues you have outlined. MEMBERS OF THE FIRM SENATOR BOB WILSON (Ret.) served in the California State Assembly from 1972 to 1976 and in the California State Senate from 1976 to 1980. As an Assemblymember, Mr. Wilson served on and chaired some of the most important standing policy committees, including: · ~o Transportation Committee · :- Finance, Insurance and Commerce Committee · :- Judiciary Committee · ~- ' Governmental Organization Committee (Chair) · :- Public Employees and Retirement Committee (Chair) · :o Joint Legislative Audit Committee (Chair) While serving in the State Senate Mr. Wilson added to his expertise, garnered in the Assembly, by serving on the following: Judiciary Committee (Chair) Public Employment and Retirement Committee Insurance and Financial Institutions Committee Business and Professions Committee Elections and Reapportionment Committee (Chair) Senator Wilson has been honored many times by the community he represented. Among the awards he is particularly proud to have received are: Man of the Year, Legislative Coalition for Soviet Jewry (for successfully helping Soviet Jews immigrate to America and Israel). Of all his awards, Bob is most proud of having received this award. Legislator Award, California Association of the Physically Handicapped Medal of Honor, California Manufacturers Association Captain of the Ship Award, California Academy of Physician's Assistants Listing in The Marquis Who's Who in American Law During Mr. Wilson's State Senate term, he was appointed by the Senate Rules Committee to serve on the California Arts Council. Mr. Wilson served on the Arts Council from 1978 through 1982. Mr. Wilson was also appointed to serve on the California State Athletic Commission, where he served from 1987 through 1994. 4 As a result of his legislative service, Mr. Wilson continues to have an excellent rapport with both Democrats and Republicans. He is very close to the Senate leadership and the Assembly leadership. Senator Wilson is well known for the commitment he brings to the lobbying profession. Wilson is on guard protecting the interests of his clients no matter how late into the evening the legislative session or committee heatings may extend. Bob graduated from Cal Poly in San Luis Obispo with a Bachelor of Science Degree, the University of Southern California with a Masters Degree in Public Administration and the University of San Diego with a Juris Doctorate degree. Bob is very proud to have received the following academic awards: Distinguished Alumni Award, California Polytechnic State University, San Luis Obispo Distinguished Alumni Award, University of San Diego School of Law Graduated from the University of Southern California with a 4.0 Grade point average Certificate of Merit Award - Given to outstanding Master of Public Administration students, University of Southern California Kappa Key, University of Southern California Distinguished Alumni Award, University of San Diego School of Law Senator Wilson recently enhanced his considerable public speaking skills by graduating from the Reid Buckley School of Public Speaking. Bob is a master orator and his ability to make concise and persuasive arguments is of key value to his clients. Bob's hobbies include golf, chess and reading. But his real passion is fly-fishing the rivers and streams of Northern California. Bob's talent and dedication for the art led him to write Tying and Flying the West's Best Dry Flies. Bob has also painted professionally for 15 years and his paintings have won several awards. Bob has been married to Sharman for 25 years. Sharman received her Bachelor's Degree from the University of San Francisco and she currently teaches school. Bob and Sharman have two children, Robert and Sharman. Robert is an honor student and an exceptional athlete. Sharman graduated from high school with honors winning a number of scholarships and is now a pre-med student at Vanderbilt University in Tem~essee. SENATOR WADIE DEDDEIt (Ret.) served in the California legislature for 27 years. Wadie served in the Assembly from 1966 to 1982, and in the Senate from 1982 to 1993. Senator Deddeh possesses a strong advantage in the government relations community. He has been at the center of the process and he has shared the legislative experience. As an Assemblymember, Senator Deddeh established himself as a moderate public policy voice. He served on and chaired some of the most important standing policy committees, including: Transportation Committee (Chair) Revenue and Taxation Committee (Chair) Public Employees and Retirement Committee (Chair) Finance and Insurance Committee (Chair) As a State Senator, Senator Deddeh enhanced his considerable experience in general government by serving and chairing the following prestigious policy committees: Transportation Committee (Chair) Banking, Commerce and Trade Committee (Chair) Education Committee Health and Human Services Committee Insurance, Claims & Corporations Committee (Vice Chair) Veterans Affairs Committee (Chair) Revenue and Taxation Committee (Chair) Appropriations Committee Public Employment and Retirement Committee (Chair) Senator Deddeh's legislative experience is truly unique in that he served as the Chair of five important policy committees during his tenure in the Senate. His distinguished chairing of the Senate Revenue and Taxation Committee and the Senate Transportation Committee positioned Wadie at the center of all issues affecting California governmental entities. Senator Deddeh was recently honored by the Department of Transportation as the "Father of Caltrans," for carrying legislation that established the Department. Senator Deddeh's in-depth knowledge of the nuts and bolts of government, a result of 27 years of legislative service, combined with his close relationship with key legislators and the Governor make him one of the most effective advocates on behalf of government entities in Sacramento. During his tenure in office, Deddeh was honored numerous times by local constituents and community and business groups he had helped: Merit Citation, Military Order of the Purple Heart Outstanding State Legislator, Assembly of Government Employees ~_mericanism Medal, Daughters of the American Revolution Most Valuable Politician Award, California Association of Independent Businesses Senator Deddeh graduated fi.om the University of Baghdad with a Bachelor of Arts Degree in English Literature, the University of Detroit with a Masters of Education Degree and received an Honorary Doctorate of Human Letters from National University. Senator Deddeh has been married to his wife Mary Lynn for 45 years. Mary Lynn taught junior high school for 27 years. Wadie and Mary Lynn have one child, Peter. Peter received his bachelor's degree fi.om the University of California at Santa Barbara. Peter received his Juris Doctorate Degree from the University of San Diego School of Law. He is a Superior Court Judge in California. SENATOR NEWT RUSSELL (Ret.) served in the California legislature for 32 years, in the Assembly from 1964 to 1974 and in the Senate from 1974 to 1996. As an Assemblymember, Russell served on and chaired some of the most important standing policy committees, including: Rules Committee Governmental Administration Committee (Chair) Education Committee Public Employment and Retirement Committee Finance and Insurance Committee Joint Committee on Education Goals and Evaluation In the Senate, Newt Russell added to his growing expertise by serving on the following committees: Energy, Utilities, and Communications Committee (Vice Chair) Finance, Investment, and Trade Committee (Vice Chair) Local Government Committee Insurance Committee Public Employment and Retirement Committee (Chair) Transportation Joint Committee on Rules Select Committee on Mediation (Chair) Select Committee on California's Wine Industry Legislative Ethics Committee Special Senate Committee on Developmental Disabilities and Mental Health Joint Oversight Committee on Lowering the Cost of Electric Services in January 1986, his Republican colleagues selected Senator Russell as the Senate Minority Whip. Senator Russell's 32 years of service in the Legislature rank him as one of the longest serving members in the history of the California Legislature. The relationships built over those years are an invaluable asset. Senator Russell served for years on the Local Government Committee and became very knowledgeable on local goverrmaent finance. Every door at the Capitol is open to him. Senator Russell has been the recipient of many awards and honors during his distinguished career, among them: Legislator of the Year Distinguished Service Award Outstanding Legislator Award Top Ten Legislators of the Year, Nationwide Senator Russell is a graduate of The University of Southem California with a Bachelor of Science degree in Business Administration. He also studied at the University of California at Los Angeles and Georgetown University. The Senator served in the U.S. Navy. 7 Senator Russell has been married to his wife, Diane for 44 years and he has three grown children; Stephen, Sharon and Julia. CONGRESSMAN DAWSON MATHIS (Ret.) served in the United States House of Representatives from 1970 through 1981. A native of Georgia, Mr. Mathis became the youngest member of the U.S. House of Representatives. As a member of Congress, Mr. Mathis served on the following important standing policy committees: Agriculture Committee House Administration Committee Interior Committee Natural Resources Committee He was also elected to, and served four years on, the Democratic Steering and Policy Committee, which among other functions, makes committee assignments for Democratic Members. While in Congress, Mr. Mathis served with then Congressman John Burton, who is cun-ently the President Pro Tempom of the California State Senate. Senator Burton and Mr. Mathis developed a close personal and political friendship during their many years in Washington. That friendship continues today. As a moderate Democrat, Mr. Maths quickly forged alliances across regional and party lines. These alliances and friendships enabled him to become a highly effective legislator. Many of those friendships forged during his years in the House enable him to function as an effective advocate to his clients today. At the end of the Bush administration, a White House staffer named Jim Dyer came to share office space with Mathis and others. Today Jim Dyer is the Chief of Staff for the House Committee on Appropriations. Mr. Mathis also has strong ties to many Members of Appropriations, House and Senate. On the Senate side, Senator Richard Shelby of Alabama is Chairman of Transportation Appropriations, andes a close personal friend of Mr. Mathis. After an unsuccessful run for the U.S. Senate, Mr. Mathis started an aggressive lobbying practice in Washington D.C., where he has been a highly successful legislative advocate for almost twenty years. Mr. Mathis is the son of the late Reverend Marvin Mathis and Nell Abell Mathis who still resides in South Georgia. The father of four sons, Dawson is also the proud grandfather of four granddaughters and one grandson. BROOKS ELLISON, Esq. is the Executive Director of the Wilson Group. Mr. Ellison is an accomplished attorney and a highly effective legislative advocate. His years of legislative representation and legal experience truly give him a unique insight into the California political process. Mr. Ellison is an expert in the drafting and shepherding of complex legislative matters. His attention to detail and keen analytical ability gives him a decisive edge as a legislative advocate. 8 Prior to joining the Firm, Brooks was successful in founding and managing a successful Sacramento law finn. Later, he became the President, General Manager, and Co-owner of the Yakima Sun Kings, a professional basketball team in the Continental Basketball Association (CBA). Under his leadership, the Sun Kings went from last place in the League to winning the CBA Championship. During his second year with the team, Mr. Ellison served as the Chair of the League's Executive Committee where he was twice named "Executive of the Year", the only person to receive such an honor in the League's 50 year history. Mr. Ellison has been a member of the California Bar and the American Bar Association since 1986, and he has extensive litigation experience in civil law. Mr. Ellison received bis undergraduate degree in Political Science from the California State University at Chico and his Juris Doctorate degree from the University of the Pacific, McGeorge School of Law JERRY SCRIBNER, Esq. has extensive legislative and executive experience in State government. He is talented attorney and litigator and has been practicing law for over thirty years. Mr. Scribner began his impressive legal career as legal counsel to the State Department of Water Resources. He was then selected as one of 100 young lawyers nationwide to participate as a Reginald Heber Smith Community Lawyer Fellow representing indigent civil clients in a wide range of legal issues. Mr. Scribner entered the political arena in 197 l when he served as legislative consultant to California State Senator Anthony Beilenson and then as the Chief Consultant to the Senate Finance Committee. Mr. Scribner left the Legislature to take the position of Legal Counsel to the Secretary of the Agriculture and Services Agency. In 1977, Mr. Scribner was named to the Deputy Director position of the Department of Food and Agriculture. He served in this capacity for the next five years. As Deputy Director of the Department of Food and Agriculture, Mr. Scribner was responsible for the department's Administrative Services division as well as the Divisions of Marketing, Plant Industry, Inspections Services, and Measurement Standards. In December 1980, Mr. Scribner was named to head up the $100 million State-Federal Med fly project in Northern Califomia, which at its peak involved over 4,000 people. In 1982, in connection with the Med fly program, Mr. Scribner traveled to Japan with Richard Rominger, to negotiate an end to the Japanese embargo of California Produce. Mr. Scribner has also appeared before the Federal Food and Drug Admi~fistration on Weights and Measures issues, and traveled to Toronto, Canada and Frankfurt, Germany to present papers on the eradication of non-indigenous species. Mr. Scribner taught "Legislative Policy Making" for five years at U.C. Berkeley's Graduate School of Public Policy from 1983 to 1988 before forming the Law Firm of Wilson, Ellison and Scribner. He left the firm in 1989 to start his own practice in Sacramento. Mr. Scribner has extensive civil litigation experience in state and federal courts including both criminal and civil jury trials and admirfistrative agency practice. Mr. Scribner attended the University of Florida and graduated fi.om the University of California at Berkeley with a B.A. Degree In Political Science. He then attended the Boalt Law School In Berkeley where he graduated in 1967. TIMOTHY WARRINER, Esq. is the Director of Bill Drafting, Research and Analysis for the Firm. Mr. Warriner is an accomplished attorney with years of experience as a trial attorney and litigator. As a registered advocate with the Firm, Mr. Wamner specializes in analyzing and drafting legislation. Tim grew up in a political family as his father held many key positions in both the Deukmejian and Wilson administrations. Tim's father, Tom Warriner, currently serves as a Superior Court Judge in Yolo County. Mr. Warriner graduated from the University of California at Los Angeles with a Bachelor of Arts in Political Science and he completed his Juris Doctorate degree at the University of Santa Clara School of Law, where he graduated near the top of his class. SPECIFIC RESPONSIBILITIES OF MEMBERS OF THE FIRM Effective legislative representation takes the talents of many individuals. The Wilson Group takes a team approach to legislative advocacy so we can capitalize on the strengths of all the members of our Firm. This approach has produced unprecedented results for the past twenty years. We believe in order to be successful on very difficult legislative measures, close coordination among the sponsors, the legislative authors, and the Wilson Group is required. To this end, each of our staff members is available as needed on behalf of the City. Some times, all members of the staffare engaged solely on behalf of a single client. At other times, Senator Russell will meet with Republican legislators while Senators Deddeh and Wilson court Democrats. The Firm would hold in-depth meetings with City policy makers to ensure that the Firm clearly understands the legislative objectives of the City. Our firm has the staff depth and breadth to meet whatever challenge the situation and the client's needs present. PROVIDING SERVICES TO THE CITY The Firm will provide the City of Temecula with the following services: 1. The Firm will develop strategies to successfully implement Temecula's legislative program. 2. The Firm will have personal contact with committee chairs, Members and legislative staff to anticipate legislation and to locate authors and will assist in establishing relations between council members and legislative persons. 10 3.The Firm will represent Temecula in meetings or heatings with Senators or Assembly members, the Governor's office, State agencies, boards, commissions and other legislative bodies, as well as testifying on behalf of Temecula during any such meetings or heatings. 4. The Firm will research and provide information to Temecula on state laws or proposed legislation, legislative heatings, reports and testimony, state regulations/ policies, funding opportunities for proposed projects and technical memoranda or reports impacting City operations and/or decisions. 5. The Firm will aggressively lobby on all issues directed by Temecula, including proactively searching for potential legislative vehicles relating to these issues and affecting the outcome of these matters. 6. The Firm will provide Temecula with copies of bills (as introduced or amended) or proposals pertaining to issues of concern/interest to Temecula, particularly those affecting or relating to Temecula's legislative program. In addition, the Firm will provide Temecula with our analyses and comments, along with all floor and committee analyses, of all relevant legislation. 7. The Firm will track all of Temecula's legislation through policy and fiscal committees, on the floors of the Senate and Assembly, in conference committee (if any), past enrollment and onto the Governor's desk. 8. The Firm will deliver letters, as directed by Temecula~ to appropriate committees and members of the Legislature, as well as to executive departments and/or State officials. 9. The Firm will draft appropriate bill text and/or identification of appropriate legislative or administrative vehicles (e.g. spot bills, budget/trailer bills, discretionary action at an agency level, etc.) to carry out Temecula's legislative goals. 10. The Firm will cooperate with the League of California Cities and The California Redevelopment Association in their legislative efforts including attending the regular "City Representative" briefings. 1 I. The Firm will visit Temecula a minimum of two times annually to meet with staff and City Council and at other times when necessary. 12. The Firm will provide a monthly report of the nature and extent of the services provided (billing report), with a detailed expense justification for all expenditures. The Firm also maintains a state-of-the art web-site on the Internet to provide Temecula with up to date information on the status of all legislation that we track on behalf of the City. The site, at www.thewilsongroup.com has a password-protected area available only to our clients. The client only area provides all pertinent information on the status, description, and history of all bills, as well as all analyses. Other services on the site include a variety of media resoumes, a daily schedule of events at the Capitol, and an extensive array of state and national links. 11 OBTAINING BUDGET AUGMENTATIONS: Our Firm has had great success In obtaining budget augmentations for our clients. For example, during the 2000 legislative session we obtained the following budget augmentations for clients: City of La Canada/Flintridge: $450,000 for the purchase of Rockridge Terrace for open space City of Oakley: $325,00 to build soccer fields from the Park Bond Act Section 5096.310 (1)(2) (Regional Youth Soccer and Baseball Facilities) plus $100,000 from the same fund for Little League operated baseball fields restmoms project. We also successfully lobbied the County of Alameda to refund $68,000 in ERAF reimbursements received by the County but rightfully owed to Oakley. City of Inglewood: $290,000 for pumhase of a Mobile Command Vehicle plus $350,000 for refurbishment of Edward Vincent Park, plus $28,000 through the Arts Council for a festival to "Celebrate the Arts". City of Poway: $27,000 for the Blue Sky EcotogicalPreserve. City of El Cajon: $78,000 for Kennedy park-lighting, $8,000 Kennedy Recreation Center. City of Chula Vista: $490,000 for the Loma Verde Park Pool and $300,000 for Greg Rogers Park plus $5 million for Sweetwater River Wetland Restoration (shared with Port of San Diego, and National City. City of Citrus Heights: $500,000 for a new Police Community Center. City of E1 Centro: $50,000 for E1 Centro's Municipal Pool City of Santee: $200,000 toward completion of Town Center Community Park City of Lancaster: $1,000,000 Whit B. Carter Park Development Project, and $500,000 for AYSO operated Youth Soccer Organization Hq building -National Soccer Complex The augmentations listed above are only those that were not only passed by the Legislature but signed by the Governor. We obtained additional augmentations which unfortunately were "blue penciled" and are therefore not mentioned. We were also very successful in obtaining increased state monies for our other clients such as the San Diego Community College District ($9.9 million for a new Indoor Gym) plus and overall increase in Commtmity College funding statewide of $497 million. And SANDAG which received $10 million in funding for sand replenishment on San Diego beaches and millions of dollars for various transportation and watershed projects. In this years budget we obtained, additional budget augmentations for a number of clients such as: Santee: $100,000 for a Teen Center 12 _lnglewood: $150,000 for rehabilitation of Darby Park plus another $150,000 for rehabilitation of Rogers Park, plus another $75,000 for Community Policing Training and Staffing at a substation. El Cajon: Fletcher Hills Pool and Locker Room Renovation $225,000 requested, $200,000 funded, Acoustic Sound panels for Dance Studio $15,000 requested, $15,000 funded (in both Senate and Assembly), Tuttle Park Sports Field Lighting $94,357 requested, $90,000 on Senate list also $95,000 Assembly funded, Montgomery Middle School Sports Field Lighting $147,524 requested, $120,000 funded, E1 Cajon High School Tennis Courts Requested $63,000, $63,000 funded. Again, there were other augmentations obtained this year for our various city clients including Del Mar, Citrus Heights and Lancaster but with the budget shortfall this year, a number of augmentations were blue penciled by the Govemor. PROPOSED ANNUAL COST TO PROVIDE SERVICES Monthly Retainer: As you can imagine, it is difficult to quantify, on an hourly basis, the value of long-time legislative relationships and experience. We have found over the years that rather than hourly billing, most clients prefer a set monthly retainer with a $2,000 per year cap on expenses. Our Firm proposes, in lieu of hourly billing, a flat retainer fee of $3,500 per month, which would also include our Finn filing all of the necessary reports Temecula must file with the State's Fair Political Practices Commission. This service, as I have said earlier, will save Temecula a great deal of time and money. In addition, our contract would be written so that Temecula could, if it wished, terminate the contract by simply giving thirty days notice. Therefore, there would be virtually no risk to Temecula. Expenses: We do not bill for the website, nor for copying and telephone calls but we do bill for travel and lodging when required. With respect to expenses, if incurred, these would billed monthly with supporting documentation and limited to a maximum of $2,000 per year except with prior written authorization. POTENTIAL CONFLICTS OF INTEREST The Firm does not foresee any conflicts of interest with any of its existing clients during the scope of the contract. CONCLUSION If we are retained by the City of Temecula, we will put our heart and soul into securing grants and budget appropriations for Temecula. In addition, we will monitor each of the thousands of bills that are introduced each session to make sure that nothing that affects Temecula slips through the cracks. Ifa bill adversely affects Temecula, we will do everything in our Firm's power to defeat the measure. Conversely, we will work with great intensity to pass those bills which Temecula has decided will benefit them. 13 We believe that if we are retained, Temecula will be represented at the Capitol by the most distinguished and experienced legislative advocates in Sacramento. Our Firm is known for getting results We hope you will give our proposal careful consideration. If you have any questions concerning our Firm's proposal please give us a call. We would be most willing to supply any additional information you may find helpful to your deliberations. Sincere, REFERENCES Debra Greenfield, General Counsel San Diego Association of Governments (SANDAG) 401 B Street, Suite 800 San Diego, CA. 92101 619-595 -5366 Lauraine Brekke-Esparza, City Manager City of Del Mar 1050 Camino Del Mar Del Mar, CA 92014 858-755-9313 Jim Taylor, Principal American Capitol Management, Inc. 115 South La Cumbre Lane, Suite 302 Santa Barbara, CA 93105 805-682-5551 Augustine Gallego, Chancellor San Diego Community College District 3375 Camino Del Rio, Suite 300 San Diego, CA 92108 619-388-6957 Jerome Horton, Member California State Assembly Room 2179 State Capitol Sacramento, CA 95814 (916) 319-2051 CURRENT CLIENTS 14 3M Company 3M Traffic Division American Capital Management Corporation Belgravia Capital Corporation Belgravia Investors, LLC Brandes Holdings, LLC California Association of Childcare Providers California Academy of Higher Education California Asset Buyers Association California Tow Truck Association City of Citrus Heights City of Del Mar City of E1 Cajon City of E1 Centro City of Inglewood City of Lancaster City of Lynwood City of Poway City of Santee Coleman College Costco Drew University Gordian Group lnyo Mono Advocates Kaplan Incorporated San Diego Association of Govermnents San Diego Community College 15 United Nurses Association of Califomia United Reporting Valley Plaza Doctors Hospital West Group 16 ITEM 12 TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council Jim Domenoe, Chief of Police Howard Windsor, Fire Chief November 27, 2001 California Office of Traffic Safety (OTS) Grants APPROVAL CITY ATTORNEY FINAi~CE OF~IC~~__ CITYMANAGER /~ ' RECOMMENDATION: That the City Council Authorize the City Manager to execute and accept the State of California Office of Traffic Safety Grant amount totaling $102,000 for Temecula Police Department. Authorize the City Manager to execute and accept the State of California Office of Traffic Safety Grant amount totaling $49,000 for Temecula Fire Department. DISCUSSION: The City of Temecula was awarded two OTS grants totaling $151,000 for the purpose of reducing crime and improving public safety through the implementation of diverse strategies that establish traffic safety and crime prevention programs that foster cooperation between multi-agencies, schools, and public safety personnel. The grant amount for the Temecula Police Department is $102,000 and the grant object will be to remedy unsafe traffic operations associated with the use of alcohol. It is a principal objective of this project to reduce the number of alcohol related traffic collisions and limit the access to alcohol by minors in the City, with special emphasis on the targeted areas. The creative utilization of enforcement strategies will focus primarily on DUI checkpoint operations with an ancillary focus on the illegal purchasing of alcoholic beverages as well as the illegal sale of alcoholic beverages and the mitigation of DUI. This effort will educate the community in traffic safety and conduct various enforcement programs within the City. The Police Department has identified the following equipment that will be purchased with these grant funds and used to perform effective public safety/education operations which are identified on the attach list of items. The grant amount for the Temecula Fire Department is ~49,000 and the grant will be used to procure a much needed rescue medic squad and necessary extrication equipment. This purchase will assist the department in providing enhanced abilities to perform emergency medical treatment and extrication of traffic collision victims in the City and surrounding areas. The City recognizes the need for a new front line rescue medic squad and has secured the funding in this grant to satisfy a sizeable portion of the overall cost to purchase the medic squad vehicle. FISCAL IMPACT: The current year budgeted revenue estimates do not reflect these OTS grants in the amount of $151,000. Revenue Estimates will be adjusted at midyear to reflect these grant awards and the related expenditure/appropriation will be made to program the costs. Attachment: Police Department Equipment List Temecula Police Grant Equipment List Stalker Radar Trailer (1) Police Motorcycle (2) Motorcycle Accessories Hand-Held Radar Gun (2) Radar Units (2) Digital Camera (5) Car Seats (50) Booster Seats (50) Bicycle Helmets {100) Portable Analysis System (4) Traffic Safety Courses Extra Duty Officers ITEM 13 APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE._~ CITY MANAGER CITY OF TEMECULA AGENDA REPORT TO: FROM: DATE: SUBJECT: City ManagedCity Council Genie Roberts, Director of Finance November 27, 2001 Liability Insurance Renewal PREPARED BY: Gus Papagolos, Fiscal Services Manager RECOMMENDATION: That the City Council approve the City of Temecula Liability Insurance Policy Renewal with Royal Indemnity Company/Specialty National Insurance Company, in the amount of $140,291 general liability plus $10,198 automobile physical damage insurance for a total of $150,489 for the period of December 1, 2001, through December 1, 2002. DISCUSSION: In preparation of the City's Liability Insurance Policy renewal with Insurance Company of the West (ICW) expiring on December 1, 2001, staff requested that the City's insurance broker, CaI-Surance, market the City for liability and auto physical damage insurance. In response to this request, CaI-Surance obtained three proposals from the following companies in the amounts listed below: These premiums have been quoted with a minimum self-insured retention (SIR) of $100K. Two insurance companies, State of Pennsylvania and Discover Reinsurance Company were unwilling to provide quotes at self-insured retentions under $250,000. $100K SIR $150K SIR Royal Indemnity Co./Specialty National Ins. Co. General Liability $140,291 0 Genesis Insurance Company General Liability/Auto Physical Damage $192,727 0 Coregis Insurance Company General Liability 0 $150,000 Discover Reinsurance Company General Liability 0 0 Insurance Company at the State of Pennsylvania 0 0 FI NANEE/PAPAGG / [ NSUR3LNCE / RENEWA0 2 .ANG Insurance Company of the West, the City's insurance carrier for the current and prior eleven years, is no longer writing municipalities, citing difficulties in securing reinsurance support. Royal Indemnity Company has an "A" rating and is an admitted carrier with a financial size category of XlV. Specialty National Insurance Company has an "A" rating and is an admitted carrier with a financial size category of XV. This proposal by Royal Indemnity Company/Specialty National Insurance Company is coverage for $15 million per occurrence and $19 million aggregate for a fixed premium of $150,489, which is $37,292 higher than last year's premium for the limit shown below. The total premium of $150,489 is broken down between general liability ($140,291) and automobile physical damage ($10,198). This proposal covers the entire year, regardless of changes in the City's operating status. Considering the City's increasing exposure associated with growth, increased activities, and an expanded vehicle pool, staff recommends that the City accept the Royal proposal. The below schedule of past years' general liability insurance premiums are provided for your review: 1993 1994 1995 1996 1997 1998 1999 2000 2001 Premium $103,000 $98,633 $90,966 $92,205 $92,761 $71,283 $72,750 $102,999 $140,291 Policy Limits$5 Mil $5 Mil $5 Mil $10 Mil $15 Mil $20 Mil $20 Mil $20 Mil $15 Mil The above premium history shows a tightening liability insurance marketplace following a very favorable period between the years 1996 to 1999. However, the current premium in comparison with premiums paid in 1993 to 1995 is still competitive, when taking into consideration the policy limit of $5 million versus the current policy limit of $15 million. Genesis Insurance Company has provided the second most competitive proposal with a fixed premium for general liability coverage. Genesis Insurance Company provided a proposal of $192,727 for coverage for the entire year regardless of changes in the City's operating status. Coregis Insurance Company was the third most competitive proposal but the annual liability premium cost of $150,000 is more than the Royal proposal and it is quoted based on an SIR of $150,000 per occurrence. Based on the information provided herein, staff recommends that the City renew liability and automobile physical damage coverage with Royal Indemnity Company/Specialty National Insurance Company for coverage, from December 1, 2001, through December 1, 2002, for an annual premium of $150,489 with a self-insured retention of $100,000. The self-insured retention is $50,000 more than last year's policy however, the $100,000 self-insured retention level is the lowest available to the City. FISCAL IMPACT: Adequate funds are currently budgeted and are available in Insurance Fund. However, mid-year adjustments may be necessary to offset these increased premiums for the general liability and automobile damage premium. Attachment: Royal Indemnity Company/Specialty National Insurance Company Proposal FINkNCE/PAPAGG/INSURANCE/KENEWA02.ANG ROYAL INDEMNITY COMPANY/SPECIALITY NATIONAL INSURANCE PROPOSAL TERM: December 1,2001 - December 1, 2002 FORMAT: Occurrence NAMED INSURED: City of Temecula Temecula Community Services District Redevelopment Agency of the City of Temecula Winchester Hills Financing Authority Temecula Public Facilities Financing Corporation Temecula Public Financing Authority SELF-INSURED RETENTION (SlR):$100,000 TOTAL LIMITS/COVERAGE ROYAL INDEMNITY INSURANCE MUNICIPAL GENERAL LIABILITY OVER SIR $10,000,000 Occurrence/S14,000,000 Aggregate PUBLIC OFFICIAL'S ERRORS & OMISSIONS OVER SIR $10,000,000 Occurrence/Aggregate MUNICIPAL AUTOMOBILE LIABILITY OVER SIR $10,000,000 Occurrence/No Aggregate TOTAL AUTOMOBILE PHYSICAL DAMAGE ENDORSEMENT $114,666 INCLUDED INCLUDED $ 10,198 SPECIALTY NATIONAL INSURANCE COMPANY EXCESS FOLLOWING FORM OVER (GENERAL LIABILITY, ERRORS & OMISSIONS, AND AUTOMOBILE) $5,000,000 Occurrence/Aggregate $ 25,625 TOTAL COMBINED ANNUAL PREMIUM COST $ t50.489 ITEM 14 ORDINANCE 01-15 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA, AMENDING SECTION 10.28.010(d) OF THE TEMECULA MUNICIPAL CODE REGARDING PRIMA FACIE SPEED LIMITS TO INCLUDE VALLE JO AVENUE BETWEEN SANTIAGO ROAD AND CABRILLO AVENUE, AND JEDEDIAH SMITH ROAD BETWEEN STATE ROUTE 79 SOUTH AND DE PORTOLA ROAD/YNEZ ROAD THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY ORDAIN AS FOLLOWS: WHEREAS, The City of Temecula finds and determines that from time to time it is necessary to add or modify existing prima facie speed limits within the City for certain streets, or parts of streets. WHEREAS, the City conducts engineering and traffic surveys on its roadways in order to determine the appropriate speed limits, WHEREAS, the Engineering and Traffic Surveys on the segments of roadways designated in this Ordinance indicate that the following speed limits be established in accordance with the results of the engineering and traffic surveys. SECTION 1. Section 10.28.010(d) of the Temecula Municipal Code is hereby amended as follows to modify the declared prima facie speed limit only on the following streets: "Name of Street and Portion Affected Declared Prima Facie Speed Limit, Miles Per Hour Vallejo Avenue - Santiago Road to Cabrillo Avenue 35 Jedediah Smith Road - State Route 79 South to De Portola Road 35 SECTION 2. Severability. The City Council hereby declares that the provisions of this Ordinance are severable and if for any reason a court of competent jurisdiction shall hold any 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 3. The City Clerk shall certify to the adoption of this Ordinance and shall cause the same to be published as required by law. ~_:Ords2001/Ords 01-15 1 PASSED, APPROVED AND ADOPTED this 13th day of November, 2001. ATTEST: Jeff Comerchero, Mayor Susan W. Jones, CMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE )ss CITY OF TEMECULA ) I, Susan W. Jones, CMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Ordinance No. 01-15 was duly introduced and placed upon its first reading at a regular meeting of the City Council on the 13th day of November, 2001 and that thereafter, said Ordinance was duly adopted and passed at a regular meeting of the City Council on the 27th day of November, 2001, by the following vote: AYES: 0 COUNCILMEMBERS: NOES: 0 COUNCILMEMBERS: ABSENT: 0 COUNCILMEMBERS: Susan W. Jones, CMC City Clerk R:Ords2001 / Ords 01-15 2 ITEM 15 APPROVAL CITY ATTORNEY DIRECTOR OF FIN~CE TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council 3~"Susan W. Jones ~City ClerldDirector of Support Services November 27, 2001 Declaration of Results of November 6, 2001 Election RECOMMENDATION: 1. Adopt a resolution entitled: RESOLUTION NO. 01- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, RECITING THE FACT OF THE GENERAL MUNICIPAL ELECTION HELD ON TUESDAY, NOVEMBER 6, 2001, DECLARING THE RESULTS AND SUCH OTHER MATTERS AS PROVIDED BY LAW BACKGROUND: The General Municipal Election, held on November 6, 2001, was conducted as provided for in City Council Resolution No. 01-42, adopted on June 12, 2001 by the Riverside County Registrar of Voters. The attached resolution recites the facts as to the canvass of the returns and certified final results. The attached resolution is prepared to formalize the process of declaring the results as provided by the Elections Code of the State of California. FISCAL IMPACT: To be determined, upon receipt of final billing from the County of Riverside, Registrar of Voters. A budget allocation in the amount of $60,000 has been set aside to defray these costs. ATTACHMENTS: Resolution No. 01- R Agenda Rpts/Efection Results 017 1 RESOLUTION NO. 01- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, RECITING THE FACT OF THE GENERAL MUNICIPAL ELECTION HELD ON NOVEMBER 6, 2001, DECLARING THE RESULTS AND SUCH OTHER MATTERS AS PROVIDED BY LAW WHEREAS, a General Municipal Election was held and conducted in the City of Temecula, California, on Tuesday, November 6, 2001, as required by law; and WHEREAS, notice of the election was given in time, form and manner as provided by law; that voting precincts were properly established; that election officers were appointed and that in all respects the election was held and conducted and the votes were cast, received and canvassed and the returns made and declared in time, form and manner as required by the provisions of the Elections Code of the State of California; and WHEREAS, pursuant to Resolution No. 01-42 adopted on June 12, 2001, the County Registrar of Voters canvassed the returns of the election and has certified the results to this City Council, the results are received, attached and made a part hereof as "Exhibit A." NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF TEMECULA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS: Section 1. That the whole number of ballots cast in the City, including absent voter ballots, were 7,524. Section 2. That the names of persons voted for at the election for Member of the City Council are as follows: Ed Dool Jeff Comerchero Chris Pedersen Jeff Stone Ron Roberts Carl Ross Section 3. That the number of votes given at each precinct and the number of votes given in the city to each of the persons above named for the offices for which the persons were candidates was as listed in Exhibit "A" attached. Section 4. The City Council does declare and determine that Jeff Comerchero, Ron Roberts, and Jeff Stone were elected Members of the City Council for a full term. Resos\Election Certification 1 Section 5. The City Clerk shall enter on the records of the City Council of the City, a statement of the result of the election, showing: (1) The whole number of ballots cast in the City; (2) The names of the persons voted for; (3) For what office each person was voted for; (4) The number of votes given at each precinct to each person; (5) The total number of votes given to each person. Section 6. That the City Clerk shall immediately make and deliver to each person so elected a Certificate of Election signed by the City Clerk and authenticated; that the City Clerk shall also administer to each person elected the Oath of Office prescribed in the Constitution of the State of California and shall have them subscribe to it and file it in the office of the City Clerk. Each and all of the persons so elected shall then be inducted into the respective office to which they have been elected. Section 7. The City Clerk shall certify the adoption of this resolution. APPROVED AND ADOPTED, this 27th day of November, 2001. ATTEST: Jeff Comerchero, Mayor Susan W. Jones, CMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CiTY OF TEMECULA ) I, Susan W. Jones, CMC, City Clerk of the City of Temecula, HEREBY DO CERTIFY that the foregoing Resolution No. 01- was duly adopted at a regular meeting of the City Council of the City of Temecula on the 27th day of November, 2001, by the following roll call vote. AYES: COUNCILMEMBERS: None NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None Susan W. Jones, CMC City Clerk Resos\Election Certification 2 1tl20/01 10:59 AM November 6, 200~ 47 EXHIBIT A RIVERSIDE COUNTY Statement of Vote 2001 GENERAL UDEL TEMECULA CITY COUNCIL M~MBE[~ (3) 159 of 24t SWEARING IN CEREMONY OF NEWLY ELECTED CITY COUNCILMEMBERS TEMECULA COMMUNITY SERVICES DISTRICT ITEM 1 MINUTES OF A REGULAR MEETING OF THE TEMECULA COMMUNITY SERVICES DISTRICT NOVEMBER '13, 200'1 A regular meeting of the City of Temecula Community Services District was called to order at 7:30 P.M., at the City Council Chambers, 43200 Business Park Drive, Temecula, California. President Stone presiding. ROLL CALL PRESENT: 5 DIRECTORS: ABSENT: 0 DIRECTORS: Comerchero, Naggar, Pratt, Roberts, Stone None Also present were General Manager Nelson, City Attorney Thorson, and City Clerk Jones. PUBLIC COMMENTS No input. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes from September 25, 2001; 1.2 Approve the minutes of October 9, 2001; 1.3 Approve the minutes of October 23, 2001. 2 Emerqencv Pool Repairs RECOMMENDATION: 2.1 Appropriate $51,787.00 from TCSD fund balance to replace the plaster at the Community Recreation Center swimming pool and wading pool. 2.2 Approve a contract with Barron Pool Plaster of Southern California, Inc., in an amount of $47,079 and a 10% contingency in the amount of $4,708 for replacement of plaster at the Community Recreation Center swimming pool and wading pool. MOTION: Director Comerchero moved to approve staff recommendation. The motion was seconded by Director Roberts and voice vote reflected unanimous approval. DIRECTOR OF COMMUNITY SERVICES REPORT No additional comments. GENERAL MANAGER'S REPORT No comments. BOARD OF DIRECTORS' REPORTS No comments. ADJOURNMENT At 7:31 P.M., the Temecula Community Services District meeting was formally adjourned to Tuesday, November 27, 2001, at 7:00 P.M., City Council Chambers, 43200 Business Park Drive, Temecula, California. ATTEST: Jeffrey E. Stone, President Susan W. Jones, CMC City Clerk/District Secretary [SEAL] Minutes,csd\111301 2 TCSD DEPARTMENTAL REPORT REDEVELOPMEN AGENCY ITEM 1 MINUTES OF A REGULAR MEETING OF THE TEMECULA REDEVELOPMENT AGENCY NOVEMBER '13, 2001 A regular meeting of the City of Temecula Redevelopment Agency was called to order at 7:31 P.M., in the City Councit Chambers, 43200 Business Park Drive, Temecula. ROLLCALL PRESENT: 5 AGENCY MEMBERS: Comerchero, Naggar, Pratt, Stone Roberts ABSENT: 0 AGENCY MEMBER: None Also present were Executive Director Nelson, City Attorney Thorson, and City Clerk Jones. PUBLIC COMMENTS No input. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes of October 23, 2001. MOTION: Agency Member Stone moved to approve Consent Calendar item No. 1. The motion was seconded by Agency Member Naggar and voice vote reflected unanimous approval. EXECUTIVE DIRECTOR'S REPORT No comment. AGENCY MEMBERS' REPORTS No comments. R:\Minutes.rda\l 11301 1 ADJOURNMENT At7:32 P.M., the Temecula Redevelopment Agency meeting was formally adjourned to Tuesday, November 27, 2001, in the City Council Chambers, 43200 Business Park Drive, Temecula, California. Ron Robe,s, Chairman ATTEST: Susan W. Jones, CMC City Clerk/Agency Secretary [SEAL] R:\Minutes.rda\l 11301 2 RDA DEPARTMENTAL REPORT APPROVAL~i,~..'''''~ CITYATTORNEY DIRECTOR OFFINANCE.,~ CITY MANAGER TO: FROM: DATE: SUBJECT: TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT Executive Director/Redevelopment Agency Members John Meyer, Redevelopment Director November 27, 2001 Monthly Departmental Report Attached for your information is the monthly report as of November 27, 2001 for the Redevelopment Department. First Time Homebuvers Protlram Funding in the amount of $200,000 is available for FY 01-02. Residential Improvement Pro,rams The program budget for FY 01/02 is $250,000 and $90,600 has been funded. Affordable Housin(~ Two projects have been submitted for preliminary review. One project is from the Agency's development partner, the other from a property owner who is also interested in developing affordable housing. Staff is analyzing these proposals. Senior Housin(I Agency staff is negotiating with a development partner to rehab 96 units for affordable senior housing. A senior housing demand study is being conducted. Old Town Communitv Theater The Redevelopment Agency Board approved the Community Theater's Master Plan at its meeting of April 24, 2001. The Architect has begun the next Phase of the design, which includes design development and construction drawings. RSSYERSK~.lONTHLLY~report. november01 .doc Facade Iml3rovementJNon-Conforming Sign Pro~lram The following facade improvement/sign projects are in process or have recently been completed: · Welty Building Paint Exterior · Country Porch Fire Suppression System · Novamax Sign Program · Temecula Psychic Reader Sign Program The following is the most recent inventory of the current sign projects: · In compliance with the Old Town Sign Programs 23 · Workin Progress ~ 14 · Code Enforcement Follow-up 10 · New Business _~2 49 Old Town Promotions/Marketinq Howl-o-ween in Old Town was held on October 27 & 28 featuring pumpkin carving contests, a craft fair and live entertainment. The Agency is also sponsoring Christmas in Old Town beginning November 24 featuring strolling carolers, live entertainment, pictures with Santa and a craft fair, R:~SYERS K~vlONTH LLY~'eporl.novernber01 .doc TEMECULA PUBLIC FINANCING AUTHORITY ITEM 1 MINUTES OF A REGULAR MEETING OF THE TEMECULA PUBLIC FINANCING AUTHORITY JUNE 26, 200'1 A regular meeting of the City of Temecula Public Financing Authority was called to order at 8:19 P.M., in the City Council Chambers, 43200 Business Park Drive, Temecula. ROLLCALL PRESENT: 5 BOARD MEMBERS: Naggar, Pratt, Roberts, Stone, Comerchero ABSENT: 0 BOARD MEMBER: None Aisc present were Executive Director Nelson, City Attorney Thorson, and City Clerk Jones. PUBLIC COMMENTS No input. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes of April 24, 2001; 1.2 Approve the minutes of May 15, 2001. MOTION: Board Member Stone moved to approve Consent Calendar Item No. 1. The motion was seconded by Board Member Roberts and voice vote reflected unanimous approval. AUTHORITY BUSINESS 2 Initial actions relatinq to Formation of a Community Facilities District for Wolf Creek RECOMMENDATION: 2.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 01-62 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING DEPOSIT/REIMBURSEMENT AGREEMENT 2.1 That the Authority adopt a resolution entitled: R:minutes.tpfa\062601 I RESOLUTION NO. TPFA 01-05 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY ACKNOWLEDGING RECEIPT OF A DEPOSIT RELATIVE TO THE FORMATION OF A COMMUNITY FACILITIES DISTRICT AND AUTHORIZING AND DIRECTING ACTIONS WITH RESPECT THERETO Finance Director Roberts presented the staff repod (of record). In light of the pending litigation with regard to Wolf Creek, Board Member Naggar suggested that the matter be continued to the next meeting. In response to Board Member Naggar, Executive Director Nelson advised that a delay in action would delay the formation of the Community Facilities District necessary to construct the permanent improvements to Pala Road. Being of the opinion that approval of the recommended action would not change the outcome of the litigation, Board Member Stone spoke in support of the recommendation. Noting that the acceptance of the deposit agreement will not change the outcome of the pending litigation, Chairman Comerchero stated that the recommended action would not jeopardize the process and that it would, if approved by the court, ensure that the process would move forward. MOTION: Board Member Stone moved to approve the staff recommendation. The motion was seconded by Board Member/Mayor Pro Tem Roberts and voice vote reflected approval with the exception of Board Members/Councilmen Naggar and Pratt who vote no. At this time, the City Council meeting was recessed. EXECUTIVE DIRECTOR'S REPORT No comments. BOARD OF DIRECTORS' REPORTS No comments. R:minutes.tpfa\062601 2 ADJOURNMENT At 8:27 P.M., the Temecula Public Financing Authority meeting was formally adjourned. ATTEST: Jeff Comerchero, Chairman Susan W. Jones, CMC City Clerk/Agency Secretary [SEAL] R:minutes.tpfa\062601 3 ITEM 2 APPROVAL CITY ATTORNEY DIR.OF FINANCE CITY MANAGER CITY OF TEMECULA AND TEMECULA PUBLIC FINANCING AUTHORITY AND TEMECULA COMMUNITY SERVICES DISTRICT AGENDA REPORT TO: FROM: DATE: SUBJECT: City Council/Public Financing Authority Governing Board/Community Services District Governing Board City Manager/Executive Director/Manager November 27, 2001 Certificates of Participation to refund the Temecula Public Facilities Financing Corporation Certificates of Participation (Community Recreation Project), Series 1992, and to finance new recreational facilities RECOMMENDATION: 1. That the City Council adopt a resolution entitled: RESOLUTION NO. 01- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN INSTALLMENT SALE FINANCING DOCUMENTS, AUTHORIZING AND DIRECTING DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION RELATING THERETO, AUTHORIZING AND DIRECTING EXECUTION OF A PURCHASE AGREEMENT AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO R:\Caravell[ Denise\COPs~C, gendaRepodNovl 5 2. That the Public Financing Authority adopt the resolution entitled: RESOLUTION NO. TPFA 01- A RESOLUTION OF THE PUBLIC FINANCING AUTHORITY OF THE CITY OF TEMECULA AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN INSTALLMENT SALE FINANCING DOCUMENTS AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO 3. That the Community Services District adopt the resolution entitled: RESOLUTION NO. CSD 01- A RESOLUTION OF THE COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN DOCUMENTS, IN CONNECTION WITH THE REFUNDING OF THE CERTIFICATES OF PARTICIPATION (COMMUNITY RECREATION PROJECT), SERIES 1992, AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO BACKGROUND: The Temecula Community Services District (the "District"), working together with the Temecula Public Facilities Financing Corporation, caused Certificates of Participation (Community Recreation Project), Series 1992 (the "Prior Certificates"), to be executed and delivered in the aggregate principal amount of $5,380,000, the proceeds of which were used to finance the construction of a community recreation center (the "1992 Project"). The obligations of the District with respect to the Prior Certificates have been assumed by the City and are now payable from a special tax levied by the City for purposes of operating, maintaining and servicing public parks and recreational facilities, recreational and community services programs, median landscaping, arterial street lights and traffic signals throughout the City and administrative expenses incurred by the City in connection therewith, which special tax was approved by more than 2/3 of the ballots cast in connection therewith at an election held on March 4, 1997 (the "Taxes"). The City, working together with the Public Financing Authority, proposes to refinance the 1992 Project and, therefore, to refund the Prior Certificates, and to finance the construction of certain new recreational facilities including, but not limited to, a community sports park (the "2001 Project"). Moneys for such purposes will be derived from the sale of certificates of participation (the "Certificates") in installment payments (the "Installment Payments") to be made by the City pursuant to an installment sale agreement, by and between the Public Financing Authority and the City. The Certificates will be executed and delivered pursuant to a trust agreement, by and among the City, the Public Financing Authority and U.S. Bank Trust National Association, as trustee. Each Certificate will represent a direct, undivided fractional interest of the owner thereof in the Installment Payments. The semiannual Installment Payments will be designed, in both time and amount, to pay when due the principal and interest with respect to the Certificates. -2- The Installment Payments are payable from and secured solely by a pledge of and lien on the Tax Revenues. "Tax Revenues" are defined to mean the proceeds of the Taxes. No funds of the City, other than the Tax Revenues, are pledged or available for the payment of Installment Payments or for the payment of principal and interest with respect to the Certificates. The City's payment obligation with respect to the 1992 Certificates, payable from Tax Revenues, is approximately $500,000 per year. By taking advantage of the current historically Iow interest rates, and by extending the amortization period of the financing to 20 years, the City will be able to refinance the 1992 Certificates, generate approximately $2,800,000 for the 2001 Project and keep annual debt service to approximately the same level. The City has received a commitment for municipal bond insurance and a commitment for a reserve fund surety bond from Financial Security Assurance, Inc. The municipal bond insurance will automatically assign a triple A rating from Standard & Poor's to the issue. The use of a reserve fund surety bond will permit the generation of a larger amount of proceeds for the 2001 Project. SPECIFIC ACTIONS: The action of the Council is to adopt a resolution approving the form and authorizing execution of the various documents and approving the sale of the Certificates to Stone & Youngberg LLC, as underwriter. The action of the Public Financing Authority is to adopt a resolution approving the form and authorizing execution of the various documents. The action of the Community Services District is to adopt a resolution approving the form and authorizing execution of the various documents. FISCAL IMPACT: The Certificates will have no financial impact on the City as all payments of principal and interest with respect to the Certificates will be paid solely from the Tax Revenues. Attachments: Resolutions (3) Conveyance Agreement Installment Sale Agreement Assignment Agreement Trust Agreement Escrow Agreement Continuing Disclosure Certificate Certificate Purchase Agreement Preliminary Official Statement -3- RESOLUTION NO, 01- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN INSTALLMENT SALE FINANCING DOCUMENTS, AUTHORIZING AND DIRECTING DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION RELATING THERETO, AUTHORIZING AND DIRECTING EXECUTION OF A PURCHASE AGREEMENT AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO WHEREAS, the Temecula Community Services District (the "District"), working together with the Temecula Public Facilities Financing Corporation, has heretofore caused Certificates of Participation (Community Recreation Project), Series 1992 (the "Prior Certificates") to be executed and delivered in the aggregate principal amount of $5,380,000, the proceeds of which were used to finance the construction of a community recreation center (the "1992 Project"); WHEREAS, the obligations of the District with respect to the Prior Certificates have been assumed by the City of Temecula (the "City") and are payable from a special tax levied by the City for purposes of operating, maintaining and servicing public parks and recreational facilities, recreational and community services programs, median landscaping, arterial street lights and traffic signals throughout the City and administrative expenses incurred by the City in connection therewith, which special tax was approved by more than 2/3 of the ballots cast in connection therewith at an election held on March 4, 1997; WHEREAS, the City, working together with the Temecula Public Financing Authority (the "Authority"), proposes to refinance the 1992 Project and, therefore, to refund the Prior Certificates, and finance the construction of a portion of certain new capital improvements consisting of a community sports park (the "2001 Project"), and it is in the public interest and for the public benefit that the City authorize and direct execution of the Installment Sale Agreement (hereinafter defined) and certain other financing documents in connection therewith; WHEREAS, a preliminary official statement containing information material to the offering and sale of the 2001 Certificates described below (the "Preliminary Official Statement") has been prepared; and WHEREAS, the documents below specified have been filed with the City Clerk and the members of the City Council, with the aid of its staff, have reviewed said documents; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Temecula as follows: Section 1. Certificates of Participation (2001 Capital Improvement Financing Project) (the "2001 Certificates") are hereby authorized to be executed and delivered pursuant to the provisions of the Trust Agreement, as hereinafter defined, to provide for the refinancing of the 1992 Project and, therefore, the refunding of the Prior Certificates, and the financing of the 2001 Project. Section 2. The below-enumerated documents, substantially in the form on file with the City Clerk, be and are hereby approved and the Mayor or the City Manager, or the designee thereof, is hereby authorized and directed to execute said documents, with such changes, insertions and omissions deemed advisable by the City Attorney, and the City C~erk is hereby authorized and directed to attest to such official's signature: (a) an installment sale agreement, relating to the 1992 Project and the 2001 Project (collectively, the "Project"), by and between the Authority, as seller, and the City, as purchaser (the "Installment Sale Agreement"), so long as the total principal amount thereof does not exceed $7,000,000, the maximum annual installment payments thereunder do not exceed $600,000 and the term thereof does not exceed 20 years; (b) a trust agreement, by and among the Authority, the City and U.S. Bank Trust National Association, as trustee (the "Trust Agreement"), relating to the financing, and the execution and delivery of the 2001 Certificates; and (c) a purchase agreement, by and between Stone & Youngberg LLC, as underwriter (the "Underwriter") and the City, relating to the purchase by the Underwriter of the 2001 Certificates, so long as the Underwriter's discount does not exceed 2.25% of the principal amount of the 2001 Certificates, exclusive of any original issue discount which does not represent compensation to the Underwriter. Section 3. The Preliminary Official Statement describing the financing, substantially in the form on file with the City Clerk, with such changes, insertions and omissions as may be approved by the Mayor or the City Manager, or the designee thereof, is hereby approved. The Board authorizes and directs the Mayor or the City Manager, or the designee thereof, on behalf of the City, to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Preliminary Official Statement prior to its distribution by the Underwriter. Section 4. The Mayor or the City Manager, or the designee thereof, is authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official statement (the "Final Official Statement") and to execute said Final Official Statement, dated as of the date of the sale of the 2001 Certificates, and a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the 2001 Certificates, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the 2001 Certificates, and does not, as of the date of delivery of the 2001 Certificates, contain any untrue statement of a material fact with respect to the City or omit to state material facts with respect to the City required to be stated where necessary to make any statement made therein not misleading in light of the circumstances under which it was made. The Mayor or the City Manager, or the designee thereof, shall take such further actions prior to the signing of the Final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. The execution of the Final Official Statement, which shall include such changes and additions thereto deemed advisable by the Mayor or the City Manager, or the designee thereof, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Final Official Statement by the City. Section 5. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the 2001 Certificates. -2- Section 6. The Mayor, the City Manager, the City Clerk and all other appropriate officials of the City are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the financing herein authorized. Section 7. This Resolution shall take effect upon its adoption by this Board. PASSED, APPROVED AND ADOPTED, by the City Council of the City of Temecula, at a meeting held on the 27th day of November, 2001. ATTEST: Jeff Comerchero, Mayor Susan W. Jones, CMC City Clerk STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan Jones, City Clerk of the City of Temecula, HEREBY DO CERTIFY that the foregoing Resolution No. 01- was duly adopted at a special meeting of the City Council of the City of Temecula on the 27th day of November, 2001, by the following roll call vote: AYES: NOES: ABSENT: COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: Susan W. Jones, CMC City Clerk -3- RESOLUTION NO. TPFA 01- A RESOLUTION OF THE PUBLIC FINANCING AUTHORITY OF THE CITY OF TMECULA AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN INSTALLMENT SALE FINANCING DOCUMENTS AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO WHEREAS, the Temecula Community Services District (the "District"), working together with the Temecula Public Facilities Financing Corporation, has heretofore caused Certificates of Participation (Community Recreation Project), Series 1992 (the "Prior Certificates") to be executed and delivered in the aggregate principal amount of $5,380,000, the proceeds of which were used to finance the construction of a community recreation center (the "1992 Project"); WHEREAS, the obligations of the District with respect to the Prior Certificates have been assumed by the City of Temecula (the "City") and are payable from a special tax levied by the City for purposes of operating, maintaining and servicing public parks and recreational facilities, recreational and community services programs, median landscaping, arterial street lights and traffic signals throughout the City and administrative expenses incurred by the City in connection therewith, which special tax was approved by more than 2/3 of the ballots cast in connection therewith at an election held on March 4, 1997; WHEREAS, the City, working together with the Temecula Public Financing Authority (the "Authority"), proposes to refinance the 1992 Project and, therefore, to refund the Prior Certificates, and finance the construction of a portion of certain new capital improvements consisting of a community sports park (the "2001 Project"), and it is in the public interest and for the public benefit that the Authority authorize and direct execution of the Installment Sale Agreement (hereinafter defined) and certain other financing documents in connection therewith; and WHEREAS, the documents below specified have been flied with the Secretary of the Authority, and the members of the Authority, with the aid of its staff, have reviewed said documents; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Temecula Public Financing Authority as follows: Section 1. The below-enumerated documents, substantially in the form on file with the Secretary, be and are hereby approved, and the Chairman, Vice Chairman, Treasurer or Executive Director, or the designee thereof, is hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official, and the Secretary is hereby authorized and directed to attest to such official's signature: (a) a conveyance agreement, relating to the 1992 Project, by and between the District, as seller, and the Authority, as purchaser; (b) an installment sale agreement, relating to the 1992 Project and the 2001 Project (collectively, the "Project"), by and between the Authority, as seller, and the District, as purchaser (the "Installment Sale Agreement"); (c) an assignment agreement, by and between the Authority and U.S. Sank Trust National Association, as trustee (the "Trustee"), pursuant to which the Authority will assign certain of its rights under the Installment Sale Agreement, including its right to receive installment payments thereunder, to the Trustee; and (c) a trust agreement, by and among the Authority, the District and the Trustee relating to the financing, and the execution and delivery of certificates of participation in the installment payments to be made by the District under the Installment Sale Agreement. Section 2. The Chairman, Vice Chairman, Treasurer, Executive Director, Secretary and other officials of the Authority are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the installment sale financing herein authorized. Section 3. This Resolution shall take effect upon its adoption by Authority. PASSED, APPROVED AND ADOPTED, by the Board of Directors of the Temecula Public Financing Authority, at a meeting held on the 27th day of November, 2001. ATTEST: Jeff Comerchero, Chairman Susan W. Jones, CMC Secretary STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA) -2- I, Susan Jones, Secretary of the Temecula Public Financing Authority, HEREBY DO CERTIFY that the foregoing Resolution No. TPFA 01-__ was duly adopted at a special meeting of the Board of Directors of the Temecula Public Financing Authority on the 27th day of November, 2001, by the following roll call vote: AYES: BOARDMEMBERS: NOES: BOARDMEMBERS: ABSENT: BOARDMEMBERS: Susan W. Jones, CMC Secretary -3- RESOLUTION NO. CSD 01- A RESOLUTION OF THE COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN DOCUMENTS, IN CONNECTION WITH THE REFUNDING OF THE CERTIFICATES OF PARTICIPATION (COMMUNITY RECREATION PROJECT), SERIES 1992, AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO WHEREAS, the Temecula Community Services District (the "District"), working together with the Temecula Public Facilities Financing Corporation, has heretofore caused Certificates of Participation (Community Recreation Project), Series 1992 (the "1992 Certificates") to be executed and delivered in the aggregate principal amount of $5,380,000, the proceeds of which were used to finance the construction of a community recreation center (the "1992 Project"); WHEREAS, the obligations of the District with respect to the 1992 Certificates have been assumed by the City of Temecula (the "City") and are payable from a special tax levied by the City for purposes of operating, maintaining and servicing public parks and recreational facilities, recreational and community services programs, median landscaping, arterial street lights and traffic signals throughout the City and administrative expenses incurred by the City in connection therewith, which special tax was approved by more than 2/3 of the ballots cast in connection therewith at an election held on March 4, 1997; WHEREAS, the City, working together with the Temecula Public Financing Authority (the "Authority"), proposes to refinance the 1992 Project and, therefore, to refund the 1992 Certificates, and finance the construction of certain new capital improvements consisting of a community sports park (the "2001 Project"), and it is in the public interest and for the public benefit that the District authorize and direct execution of certain documents in connection therewith; and WHEREAS, the documents below specified have been flied with the District and the members of the District, with the aid of its staff, have reviewed said documents; and NOW, THEREFORE, BE IT RESOLVED by the Board of Director of the Temecula Community Services District as follows: Section 1. Certificates of Participation (2001 Capital Improvement Financing Project) (the "2001 Certificates"), to provide for the refinancing of the 1992 Project and, therefore, the refunding of the 1992 Certificates, and the financing of the 2001 Project, are hereby approved. Section 2. The below-enumerated documents, substantially in the form on file with the Secretary, be and are hereby approved and the President or Vice President, or the designee thereof, is hereby authorized and directed to execute said documents, with such changes, insertions and omissions deemed advisable by counsel to the District, and the Secretary is hereby authorized and directed to attest to such official's signature: (a) a conveyance agreement, relating to the 1992 Project, by and between the District, as seller, and the Authority, as purchaser; and (b) an escrow trust and deposit agreement, by and between the District and U.S. Bank Trust National Association, as successor trustee for the 1992 Certificates and as escrow bank, pursuant to which the 1992 Certificates will be defeased. Section 3. The President, the Vice President, the Secretary and all other appropriate officials of the District are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the financing herein authorized. Section 4. This Resolution shall take effect upon its adoption by this Board. PASSED, APPROVED AND ADOPTED, by the Board of Directors of the Temecula Community Services District, at a special meeting held on the 27th day of November, 2001. ATTEST: Jeff Comerchero, President Susan W. Jones, CMC Secretary STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan Jones, Secretary of the Temecula Community Services District, HEREBY DO CERTIFY that the foregoing Resolution No. CSD 01- was duly adopted at a special meeting of the Board of Directors of the Temecula Community Services District on the 27th day of November, 2001, by the following roll call vote: AYES: BOARDMEMBERS: NOES: BOARDMEMBERS: ABSENT: BOARDMEMBERS: Susan W. Jones, CMC Secretary -2- Quint & Thimmig LLP 08/16101 10/11101 10/24/01 CONVEYANCEAGREEMENT Dated as of December 1, 2001 by and between the TEMECULA COMMUNITY SERVICES DISTRICT, as Seller and the TEMECULA PUBLIC FINANCING AUTHORITY, as Purchaser (2001 Capital Improvement Financing Project) 02002.02 CONVEYANCE AGREEMENT THIS CONVEYANCE AGREEMENT, dated as of December 1, 2001, is by and between the TEMECULA COMMUNITY SERVICES DISTRICT, a community services district organized and existing under and by virtue of the laws of the State of California (the "District"), as seller, and the TEMECULA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority, organized and existing under and by virtue of the laws of the State of California '~Authority"), as purchaser; WITNESSETH: (the WHEREAS, the District presently owns certain capital improvements more particularly described in Exhibit A attached hereto and made a part hereof (the "1992 Project~); WHEREAS, the Authority wishes to acquire the 1992 Project from the District for the purpose of providing moneys to refinance the construclion of the 1992 Project; WHEREAS, the Authority proposes to sell the 1992 Project and certain new capital improvements to the City of Temecula (the "City") pursuant to an installment Sale Agreement, dated as of December 1, 2001, by and between the Authority and the City (the "Installment Sale Agreement"), and to assign its right to receive installment payments (the "Installment Payments") under the Installment Sale Agreement to U.S. Bank Trust National Association, as trustee (the "Trustee"), pursuant to that certain Assignment Agreement, dated as of December 1, 2001, by and between the Authority and the Trustee; and WHEREAS, pursua'nt to that certain Trust Agreement, dated as of December 1, 2001, by and among the City, the Authority and the Trustee, the Trustee will execute and deliver $__ principal amount of certificates of participation evidencing direct, tractional interests in the installment Payments (the "Certificates"); undivided NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED, as follows: Section I Acquisition of the 1992 Project, The District hereby grants, conveys and sells to the Authority all right, title and interest of the District in and to the 1992 Project and the Authority hereby acquires all of the right, title and interest of the District in the 1992 Project. Section 2 Acquisition Price. In consideration of the acquisition by the Authority of the District's right, title and interest in the 1992 Project pursuant to Section 1, the Authority hereby agrees to pay to the District the amount of $1.00. Said purchase price shall be paid by the Authority to the District on the date of execution and delivery of this Conveyance Agreement. Section 3 Amendment, This Conveyance Agreement may be amended by the hereto at any time d~ of the Installment Sale Agreement (as such term is defined in the Installment Sale Agreement), parties Section 4 Waiver of Personal Liability. All liabilities under this Conveyance Agreement on the part of the Authority are solely liabilities of the Authority and the District hereby releases each and every, member, director, officer, employee and agent of the Authority of and from any personal or individual liability under this Conveyance Agreement. No member, director, officer, employee or agenl of the Authority shall at any time or under any circumstances be individually or personally liable under this Conveyance Agreement for anything done or omitted to be done by the Authority hereunder. 0200202 Section 5 Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Conveyance Agreement. Section 6 Execution. This Conveyance Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all together shall constitute but one and the same instrument. -2- IN WITNESS WHEREOF, the District and the Authority have caused this Conveyance Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. TEMECULA COMMUNITY SERVICES DISTRICT, as Seller Attest: By President Secretary TEMECULA PUBLIC FINANCING AUTHORITY, as Purchaser Attest: By Chairman Secretary -3- EXHIBIT A PROJECT DESCRIPTION The 1992 Project consists of an approximately 26,000 square foot community recreation center, including a gymnasium, teen areas, kitchen, pedorming arts room, indoor and outdoor amphitheater, restrooms, 25 meter pool and parking. s~ges, Exhibit A Page 1 Quint & Thimmi9 LLP INSTALLMENT SALE AGREEMENT Dated as of December 1, 2001 by and between the TEMECULA PUBLIC FINANCING AUTHORITY, as Seller and the CITY OF TEMECULA, as Purchaser (2001 Capital Improvement Financing Project) 02002 02 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND EXHIBITS Definitions 2 Content of Written Certificates 2 Section 2,01, Section 202 Section 3.01. Section 302 Section 3.03. Section 3,04. ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES Representations, Covenants and Warranties of the City ......................................... 3 Representations, Covenants and Warranties of the Authority 3 ARTICLE Ill DEPOSIT OF MONEYS Deposit of Moneys 5 Acquisition and Construction of the 2001 Project 5 Payment of Project Costs and Delivery Costs 5 Unexpended Proceeds 5 ARTICLE IV SALE OF PROJECT; TITLE TO THE PROJECT; TERM OF THE INSTALLMENT SALE AGREEMENT; INSTALLMENT PAYMENTS Section 4.01 Section 4,02, Section 403 Section 404 Section 4.05 Section 406 Section 407 Section 408. Section 409 Section 5,01 Section 502. Section 503. Section 504, Section 505 Section 506. Section 507. Section 508. Section 5.09. Section 510 Section 5.11. Section 5.12. Section 5.13. Section 5.14. Section 5.15. Section 5.16. ARTICLE V COVENANTS Page Section 601 Section 602. Section 6.03 Section 7.01. Section 7.02. Section 703 Section 8.01. Section 8.02. Section 8.03. Section 8~04 Section 8.05 Section 806. Section 807. Section 8.08. Section 901 Section 902. Section 903. Section 9.04. Section 10.01. Section 10.02. Section 1003 Section 1004, Section 1005. Section 1006. Section 10.07. Section 1008 Section 10.09. Section 10.10. EXHIBIT A: EXHIBIT B: EXHIBIT C: ARTICLE ~1 DISCLAIMER OF WARRANTIES; ACCESS Disclaimer of Warranties 16 Access to the Project and Records 16 Release and Indemnification Covenants 16 ARTICLE VII ASSIGNMENT, SALE AND AMENDMENT Assignment by the Authority 17 Assignment, Sale and Disposition by the City 17 Amendment of Installment Sale Agreement 17 ARTICLE Vlg EVENTS OF DEFAULT AND REMEDIES Events of Default Defined 18 Remedies on Default 18 No Remedy Exclusive 18 Prosecution and Defense of Suits 19 No Additional Waiver Implied by One Waiver 19 Liability Limited to Tax Revenues 19 Trustee and Certificate Owners to Exercise Rights 19 Pro Rata Application of Tax Revenues 19 ARTICLE IX PREPAYMENT OF INSTALLMENT PAYMENTS Prepayment 21 Optional Prepayment 21 Credit for Amounts on Deposit 21 Security Deposit 21 ARTICLE X MISCELLANEOUS Notices 23 Binding Effect 23 Severability 24 Amendments, Cllanges and Modifications 24 Net Contract 24 Further Assurances and Corrective Instruments 24 Execution in Counterparts 24 Applicable Law 24 Authority and City Representatives 24 Captions 24 DEFINITIONS DESCRIPTION OF THE PROJECT SCHEDULE OF INSTALLMENT PAYMENTS -ii- INSTALLMENT SALE AGREEMENT THIS INSTALLMENT SALE AGREEMENT, dated as of December 1, 2001, by and between the TEMECULA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California, as seller (the "Authority"), and the CITY OF TEMECULA, a municipal corporation and general law city, organized and existing under its charter and the Constitution and laws of the State of California, as purchaser (the ~City"); WITNESSETH: WHEREAS, the Temecula Community Services District (the "District"), working together with lhe Temecula Public Facilities Financing Corporation, has heretofore caused Certificates of Participation (Community Recreation Project), Series 1992 (the "Prior Certificates") to be executed and delivered in the aggregate principal amount of $5,380,000, the proceeds of which were used to finance the construction of a community recreation center (the "1992 Project"); WHEREAS, the obligations of the District with respect to the Prior Certificates have been assumed by the City and are payable from a special tax levied by the City for purposes of operating, maintaining and servicing public parks and recreational facilities, recreational and community services programs, median landscaping, arterial street lights and traffic signals throughout the City and administrative expenses incurred by the City in connection therewith, which special tax was approved by more than 2/3 of the ballots cast in connection therewith at an election held on March 4, 1997; WHEREAS, the City proposes to refinance the 1992 Project and, therefore, to refund the Prior Certificates, and finance the construction certain new recreational facilities including, but not limited to, a community sports park (the "'2001 Project"); WHEREAS, the City Council of the City has determined that in order to accomplish such financing it is necessary and desirable to purchase the 1992 Project and the 2001 Project (collectively, the "Project") pursuant to this Installment Sale Agreement; and WHEREAS, the City will agree to make installment payments pursuant to this Installment Sale Agreement in order to purchase the Project from the Authority; NOW, THEREFORE, in consideration of the above premises 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 hereto agree as follows: ARTICLE I DEFINITIONS AND EXHIBITS Section 1.01. Definitions. Unless the context otherwise requires, the terms Exhibit A attached hereto shall, for all purposes of this Installment Sale Agreement, have the meanings specified therein. defined in Section 1.02, Content of Written Certificates, Any such certificate made or given by a City Representative may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by counsel or an accountant, unless such City Representative knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the City, as the case may be) upon a certificate or opinion of or representation by a City Representative, unless such counsel or accountant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such person's certificate or opinion or representation may be based, as aforesaid, is erroneous. The same City Representative, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Installment Sale Agreement, but different officers, counsel or accountants may certify to different matters, respectively. Section 1.03. Exhibits, The following Exhibits are attached to, and by this reference are made a part of, this Installment Sale Agreement: Exhibit A: Definitions Exhibit B: Exhibit C: Project Description The schedule of Installment Payments to be paid by the City to the Authority, showing the Installment Payment Date and amount of each Installment Payment. -2- ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2.01. Representations, Covenants and Warranties of the City. The City represents, covenants and warrants to the Authority and the Municipal Sond Insurer as follows: (a) The City is a municipal corporation and general law city, duly organized and existing under the Constitution and laws of the State. (b) The Constitution and the laws of the State authorize the City to enter into this Installment Sale Agreement and the Trust Agreement and to enter into the transactions contemplated by and to carry out its obligations under each of the aforesaid agreements, and the City has duly authorized and executed each of the aforesaid agreements. (c) Neither the execution and delivery of lhis Installment Sale Agreement or the Trust Agreement, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a material breach of the terms, cenditions or provisions of any restriction or any agreement or instrument to which the City is now a party or by which the City is bound or constitutes a default under any of the foregoing. (d) The City has duly authorized and executed this Installment Sale Agreement in accordance with the laws of the State, Section 2.02. Representalions, Covenants and Warranties of the Authority. Authority represents, covenants and warrants to the City and the Municipal Bond Insurer as follows; The (a) The Authority is a joint exercise of powers authority duly organized, existing and in goodstandingunderand by virtue of the laws of the State; has power to enter into the Conveyance Agreement, this Installment Sale Agreement, the Assignment Agreement and the Trust Agreement; is possessed of full power to own and hold real and personal property, and to sell the same; and has duly authorized the execution and delivery of all of the aforesaid agreements. {b) The Authority will not pledge the Installment Payments or other amounts derived from the Project and from its other rights under this Installment Sale Agreement, and will not mortgage or encumber the Project, except as provided under the terms of this Installment Sale Agreement, the Assignment Agreement and the Trust Agreement, (c) Neither the execution and delivery of the Conveyance Agreement, this Installment Sale Agreement, the Assignment Agreement or the Trust Agreement, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a material breach of the terms, conditions or provisions of any restriction or any agreement, instrument, regulation or law to which the Authority is now a party or by which the Authority is bound, or constitutes a default under any of the foregoing, (d) Except as provided herein, the Authority will not assign this Installment Sale Agreement, its right to receive Installment Payments from the City or its duties and obligations -3- hereunder to any other person, firm or Authority so as to impair or violate the representations, covenants and warranties contained in this Section 2.02. ARTICLE III DEPOSIT OF MONEYS Section 3.01. Deposit of Moneys, On the Closing Date, the Authority shall cause to be deposited with the Trustee, the sum of $ , derived from Certificate proceeds. Pursuant to the Trust Agreement, the Trustee shall deposit the following amounts in the following respective funds: (a) an amount equal to $ shall be deposited in the Delivery Costs Fund; (b) an amount equal to $__ shall be deposited in the Project Fund; and (c) the remaining balance ($ ) shall be transferred to the Escrow Bank for deposit in the Escrow Fund. Section 3.02~ Acquisition and Construction of the 2001 Project. The Authority hereby appoints the City its agent to acquire and construct the 2001 Project. Section 3.03. Payment of Project Costs and Delivery Costs. Payment of the Project Costs shall be made from the moneys deposited with the Trustee in the Project Fund. which moneys shall be disbursed for such purpose in accordance and upon compliance with Section 3.02 of the Trust Agreement. Payment of Delivery Costs shall be made from the moneys deposited with the Trustee in the Delivery Costs Fund, which moneys shall be disbursed for such purpose in accordance and upon compliance with Section 3.04 of the Trust Agreement. The City hereby covenants to pay necessary Project Costs and Delivery Costs in excess of amounts available from Certificate proceeds from any legally available source of funds. Section 3.04. Unexpended Proceeds. In accordance with Section 3.05 of the Trust Agreement, all excess moneys remaining in the Project Fund and not required for payment of Project Costs shall be transferred to the Installment Payment Fund for application to payment of the Installment Payments as the same become due and payable. -5- ARTICLE IV SALE OF PROJECT; TITLE TO THE PROJECT; TERM OF THE INSTALLMENT SALE AGREEMENT; INSTALLMENT PAYMENTS Section 4.01. Sale The Authority hereby sells, bargains and conveys the Project to the City, and the City h-'~by purchases the Project from the Authority upon the terms and conditions set forth in this Installment Sale Agreement. Section 4.02. Title, The City and the Authority agree that title to the Project shall be deemed conveyed to and vested in the City on the Closing Date, subject only to Encumbrances. The Authority and its officers shall take all actions necessary to vest in the City all of the Authority's rights in and title to the Project. Permitted Section 4.03. Term of the Installment Sale Agreement. The Term of the Installment Sale Agreement shall commence on the Closing Date and shall end on October 1, , unless such term is extended or sooner terminated as hereinafter provided. If on October 1, , the Trust Agreement shall not be discharged by its terms, then the Term of the Installment Sale Agreement shall be extended until ten (10) days after the date on which the Trust Agreement shall discharged by its terms. If prior to October 1, , the Trust Agreement shall be discharged by its terms, the Term of the Installment Sale Agreement shall end ten (10) days after the date of such discharge. be Notwithstanding the foregoing, the Term of the Installment Sale Agreement shall not end so long as any amounts are owed to the Municipal Bond Insurer with respect to the Municipal Bond Insurance Policy or the Reserve Policy. Section 4.04. Installment Payments. (a) Obligation to Pay . The City agrees to pay to the Authority, its successors and assigns, as the purchase price of the Project, the Installment Payments, consisting of components of principal and interest, on the Installment Payment Dates and in the amounts specified in Section 4.06(b) hereof, except such amounts shall be reduced by moneys on deposit in the Installment Payment Fund and credited to the payment of Installment Payments next due. The Installment Payments shall be payable solely from Tax Revenues as hereinafter provided. (b) Reduction Upon Partial Prepayment , In the event the City prepays less than all of the remaining principal components of the Installment Payments pursuant to Sections 10.02 and 10.03 hereof, the amount of such prepayment shall be applied to reduce the principal component of the subsequent remaining Installment Payments in inverse order of Installment Payment Date and the interest component of each subsequent remaining Installment Payment shall be reduced by the aggregate corresponding amount of interest which would othe~Nise be payable with respect to the Certificates redeemed as a result of such prepayment. (e) Rate on Overdue Payments . In the event the City should fail to make any of tho payments required in this Section 4.04 so that there are insufficient moneys on hand in Installment Payment Fund to pay any Installment Payment in full on an Installment Payment [}ate. the Installment Payment in default shall continue as an obligation of the City until the amount in default shall have been fully paid and the City agrees to pay the same with interest thereon, to the extent permitted by law, from the date thereof at the rate of interest payable with respect to the Certificates. the -6- (d) Assignment . The City understands and agrees that the Authority has assigned its right, title and interest (but not its duties or obligations) in this Installment Sale Agreement to the Trustee pursuant to lhe Assignment Agreement for the benefit of the Owners and the City assents to such assignment. The Authority hereby directs the City, and the City hereby agrees, to pay to the Trustee at the Trustee's principal corporate trust office or at such other place as the Trustee shall direct in writing, all payments payable by the City pursuant to this Section 4.04 and all amounts payable by the City pursuant to Article X hereof. Section 4.05. Special Obligation of the City. The City's obligation to pay the installment Payments shall be a special obligation limited solely to Tax Revenues, Under no circumstances shall the City be required to advance any moneys derived from any source of income other than the Tax Revenues and other sources specifically identified herein for the payment of the Installment Payments, nor shall any other funds or property of the City be liable for the payment of the Installment Payments. The obligations of the City to make the Installment Payments from Tax Revenues and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of set-off, counterclaim or recoupment arisieg out of any breach of the City, the Authority or the Trustee of any obligation to the City or otherwise with respect to the Project, whether hereunder or otherwise, or out of indebtedness or liability at any time owing to the City by the Authority or the Trustee. Until such time as all of the Installment Payments shall have been fully paid or prepaid, the City (a) will not suspend. abate, or discontinue any payments provided for in Section 4.04 hereof. (b) will perform and observe all other agreements contained in this Installment Sale Agreement, and (c) will not terminate the Term of the Installment Sale Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the 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 thereof or any failure of the Authority or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Trust Agreement. the Assignment Agreement or this Installment Sale Agreement, Nothing contained in this Section 4.05 shall be construed to release the Authority from the performance of any of the agreements on its part herein contained, and in the event the Authority shall fail to perform any such agreements on its part, the City may institute such action against the Authority as the City may deem necessary to compel performance so long as such action does not abrogate the obligations of the City contained in the first sentence of the preceding paragraph. The City may, however, at the City's own cost and expense and in the City's own name or in the name of the Authority prosecute ar defend any action or proceeding or take any olher action involving third persons which the City deems reasonably necessary in order to secure or protect the City's right of possession, occupancy and use hereunder, and in such event the Authority hereby agrees to cooperate fully with the City and to take such action necessary to effect the substitution of the City for the Authority in such action or proceeding if the City shall so request. Section 4.06. Pledge of Tax Revenues; Deposits to Pay Installment Payments; Release from Lien. (a) Pledge of Tax Revenues . The City hereby agrees that the payment of the Installment Payments shall be secured by a pledge, charge and first and prior lien upon Tax Revenues, and Tax Revenues sufficient to pay the Installment Payments as they become due and payable are hereby pledged, charged, assigned, transferred and set over by the City to the Authority and its assigns for the purpose of secudng payment of the Installment Payments. The Tax Revenues shall constitute a trust fund for the security and payment of the Installment Payments. (b) Transfer to Pay Installment Payments . Upon receipt of the Tax Revenues, the City shall set-aside sufficient amounts for the payment of the Installment Payments and all Additional Payments. Such amounts shall be deposited in a segregated account and invested solely in Permitted Investments. In order to provide for the payment of Installment Payments when due, the City shall, on or before each Installment Payment Date, transfer to the Trustee for deposit into the Installment Payment Fund the amount indicated in Exhibit C attached hereto as required for the next occurring Installment Payment Date. Notwithstanding Exhibit C attached hereto, the City shall be obligated to make Installment Payments sufficient to pay all principal and interest due with respect to the Certificates. (c) Release from Lien . Following the transfer described in paragraph (b) of this Section 4~06 with respect to the September 15 Installment Payment Date, Tax Revenues in excess of amounts required for the payment of Installment Payments and any Parity Debt, Additional Payments and for the replenishment of the Reserve Fund or the reimbursement of any draw on a Qualified Reserve Fund Credit Instrument, in that Fiscal Year shall be released from the lien of this Installmenl Sale Agreement, of all Section 4.07. Limitations on Future Obligations Secured by Tax Revenues. (a) No Obligations Superior to Installment Payments . In order to protect further the availability of the Tax Revenues and the security for the Installment Payments and any Parity Debt, the City hereby agrees that the City shall not, so long as any Certificates are outstanding, issue or incur any obligations payable from Tax Revenues superior to the Installment Payments or such Parity Debt, (b) Parity Debt. The City further covenants that, except for obligations incurred to prepay the Installment Payments in full pursuant to Section 10.02 hereof, the City shall not issue or incur any Parity Debt unless: issued or (i) The City is not in default under the terms of this Installment Sale Agreement; and (ii) (A) Tax Revenues derived from Developed Property, calculated on sound accounting principles, as shown by the books of the City for the lalest Fiscal Year or any more recent twelve (12) month period selected by the City ending not more than sixty (60) days prior to the adoption of the resolution pursuant to which instrument such Parity Debt is issued or incurred, as shown by the books of the City, shall have amounted to at least 1.5 times the sum of the maximum Installment Payments coming due and payable in any future Fiscal Year and the maximum annual debt service on all Parity Debt outstanding immediately subsequent to the incurring of such additional obligations, (B) Tax Revenues derived from Developed Property, assuming such Tax Revenues were collected at the maximum permissible levy, calculated on sound accounting principles, as shown by the books of the City for the latest Fiscal Year or any more recent twelve (12) month period selected by the City ending not more than sixty (60) days prior to the adoption of the resolution pursuant to which instrument such Parity Debt is issued or incurred, as shown by the books of the City, shall have amounted to at least 2.0 times the sum of the maximum Installment Payments coming due and payable in any future Fiscal Year and the maximum annual debt service on all Parity Debt outstanding immediately subsequent to the incurring of such additional obligations. For purposes of this subsection {ii), "Developed Property" means, based on -8- County records, single family parcels with completed or initiated improvements, and (C) Tax Revenues are sufficient to pay 100% of all Policy Costs then owing. (iii) A reserve fund shall be funded or a Qualified Reserve Fund Credit Instrument shall be established for such Parity Debt, with cash or Permitted Investments, which is at least equal to the lesser of the maximum annual payments to be made with respect to such Parity Debt or 125% of the average annual payments to be made with respect to such Parity Debt or 10% of the principal amount of such Parity Debt. (c) Subordinate Debt . The City fudher covenants that the City shall not issue or incur any Subordinate Debt unless Tax Revenues, calculated on sound accounting principles, as shown by the books of the City for the latest Fiscal Year or any more recent twelve (12) month period selected by the City ending not more than sixty (60) days prior to the adoption of the resolution pursuant to which instrument such Subordinate Debt is issued or incurred, as shown by the books of the City shall, after deducting all amounts required for the payment of Inatallment Payments and any Padty Debt, have amounted to at least 1.0 times the sum of the maximum annual debt service on all Subordinate Debt outstanding immediately subsequent to the incurring of such additional obligations. (d) Calculating Debt Service on Variable Rate Debt In determining the debt service on Parity Debt or Subordinate Debt for which interest is calculated at a variable interest rate, such Parity Debt or Subordinate Debt shall be assumed to bear interest at a fixed interest rate equal to the higher of (i) 9% and (ii) the highest variable rate borne over the preceding 24 months by outstandingvariableratedebtofthe City or, if no such variable rate debt is at the time outstanding, by variable rate debt for which the interest rate is computed by reference to an index comparable to that to be utilized in determining the interest rate for the Parity Debt or Subordinate Debt then proposed to be issued. Section 4.08. Additional Payments. (a) In addition to the installment Payments, the City sharl pay, from Tax Revenues, when due all costs and expenses incurred by the Authority to comply with the provisions of the Trust Agreement and this Installment Sale Agreement, including, without limitation all Delivery Costs (to the extent not paid from amounts on deposit in the Delivery Costs Fund), compensation due to the Trustee for its fees, costs and expenses incurred under the Trust AgreementandtheAssignmentAgreement, compensation due to the Authority for its fees, costs and expenses incurred under the Trust Agreement and all costs and expenses of attorneys, auditors, engineers and accountants. (b) The City shall pay or reimburse the Municipal Bond Insurer Policy Costs (as defined in Section 5.02(g) of the Trust Agreement, and any and all charges, fees, costs and expenses which the Municipal Bond Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security in this Installment Sale Agreement or the Trust Agreement; (ii) the pursuit of any remedies under this Installment Sale Agreement or the Trust Agreement or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to, this Installment Sale Agreement or the Trust Agreement whether or not executed or completed, (iv) the violation by the City of any law, rule or regulation, or any judgment, order or decree applicable to them or (v) any litigation or other dispute in connection with this Installment Sale Agreement or the Trust Agreement or the transactions contemplated thereby, other than amounts resulting from the failure of the Municipal Bond Insurer to honor its obligations under the Municipal Bond Insurance Policy or the Reserve Policy. The Municipal Bond Insurer reserves the right to charge a -9- reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of the this installment Sale Agreement or the Trust Agreement. Section 4.09. Paymenls to Reserve Fund. In addition to the Installment Payments, the City shall pay to the Trustee, from Tax Revenues, such amounts as shall be required to replenish the Reserve Fund or to reimburse a draw on a Qualified Reserve Fund Credit Instrument in the event of a draw therefrom or a valuation determines that a deficiency exists therein, all in accordance with Section 6.05 of the Trust Agreement. ARTICLE V COVENANTS Section 5.01, Punctual Payment. The City will punctually pay or cause to be paid the Installment Payments when and as due in strict conformily with the terms of this Installment Sale Agreement and it will faithfully observe and pedorm all of the conditions, covenants and requirements of this Installment Sale Agreement. Section 5.02. Limited Obligation. The Installment Payments are limited obligations payable solely from and secured solely by the Tax Revenues and the amoucts in the Installment Payment Fund and the Reserve Fund. Section 5.03. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the City shall not, direcfiy or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the installment Payments and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the City, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Installment Sale Agreement, except subject to the prior payment in full of the principal and premium, if any, of all of the installment Payments and of all claims for interest which shall not have so extended or funded. Section 5,04. Against Encumbrances. The City will not encumber, pledge or place any charge or lien upon any of the Tax Revenues or other amounts pledged hereunder superior to or on a parity with the pledge and lien herein created for the benefit of the Installment Payments, except as permitted by this Installment Sale Agreement. Section 5.05. Books and Accounts, The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City, in complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Tax Revenues. Such books of record and accounts shall during business hours and under reasonable conditions be subject to the inspection of the Owners of nol less than ten percent (10%) of the principal amount of the Certificates then Outstanding, or their represenlatives duly authorized in writing. Section 5.06. Protection of Security and Rights of Owners. The City will preserve and protect the security for the Installment Payments and the rights of the Owners, and will warrant and defend their rights to such secudty against all cJaims and demands of all persons. Section 5.07. Private Activity Bond Limitation. The City shall assure that the proceeds of the Certificates are not so used as to cause the Installment Payments to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code. which Section 5.08. Federal Guarantee Prohibition, The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Installment Payments to be "federally guaranteed" within the meaning of section 149(b) of the Code, Section 5,09. Collection of Tax Revenues. The Cily shall comply with all requirements of law so as to assure the timely collection of Tax Revenues. -11- The Finance Officer shall effect the levy of the Taxes each Fiscal Year. in accordance with the Ordinance Levying Taxes by each August 1 that the Certificates are Outstanding, but in any event such that the computation oftbe levy is complete before the final date on which the Auditor will accept the transmission of the Tax amounts for the parcels within the City for inclusion on the next tax roll. Upon the completion of the computation of the amounts of the levy, the Finance Officer shall prepare or cause to be prepared, and shall transmit lo the Auditor, such data as the Auditor requires to include the levy of the Taxes on the next secured tax roll. The Finance Officer shall fix and levy the amount of Taxes required for the payment of principal, premium, if any, and interest with respect to any outstanding Certificates becoming due and payable during the ensuing fiscal year, including any necessary replenishment or expenditure of the Reserve Fund, and an amount estimated to be sufficient to pay the Additional Payments during such Fiscal Year. The Taxes so levied shall not exceed the authorized amounts as provided in the proceedings pursuant to the Ordinance Levying Taxes. The Taxes shall be payable and be collected in the same manner and al the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property. The Finance Officer is hereby authorized to employ consultants to assist in computing the levy of the Taxes hereunder and any reconciliation of amounts levied to amounts received~ The fees and expenses of such consultants and the costs and expenses of the Finance Officer (including a charge for City staff time) in conducting its duties hereunder shall be Additional Payments hereunder. The City covenants and agrees that it will diligently pursue all reasonable remedies available to it for the collection of delinquent Taxes. Section 5.10. Further Assurances. The City will adopt, make, execute and deliver any and ali such further resolutions, instruments and assurances as may be reasonably necessary or proper to car~y out the intention or to facilitate the performance of this Installment Sale Agreement, and for the belier assuring and confirming unto tile Owners of the rights and benefits provided in this Installment Sale Agreement, Section 5.11. No Arbitrage. The City shall not take, or permit or suffer to be taken, any action with respect to the proceeds of the Certificates which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of delivery of the Certificates would have caused the Installment Payments to be "arbitrage bonds" within the meaning of section 148 of the Code. Section 5.12. Maintenance of Tax-Exemption, The City shall take all actions necessary to assure the exclusion of interest with respect to the Certificates from the gross income of the Owners to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of delivery of the Certificates. Section 5.13, Small Issuer Exemption from Bank Nondeductibility Restriction. The City hereby designates the Installment Sale Agreement for purposes of paragraph (3) of section 265(b) of the Code and represents that not more than $10,000.000 aggregate principa~ amount of obligations the interest on which is excludable (under section 103(a) of the Code) from gross income for federal income tax purposes (excluding (i) private activity bonds, as defined in -12- section 141 of the Code, except qualified 501(c)(3) bonds as defined in section 145 of the Code and (ii) current refunding obligations to the extent the amount of the refunding obligation does not exceed the outstanding amount of the refunded obligation), including the Installment Sale Agreement, has been or will be issued by the City, including all subordinate entities of the District, during the calendar year 2001. Section 5.14. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of tfie provisions of the Continuing Disclosure Certificate, Notwithstanding any other provision of this Installment Sale Agreement, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered a default hereunder; however, any Participating Underwriter or any holder or beneficial owner of the Certificates may take such actions as may be necessary and appropriate to compel performance by the City of its obligations thereunder, including seeking mandate or specific performance by court order. Section 5,15. Reduction of Taxes. The City covenants and agrees that it will not consent to, or conduct proceedings with respect to, a reduction in the maximum Taxes thai may be levied below an amount, that would allow it to meet the Parity test set forth in Section 4.07(b) hereof. It is hereby acknowledged that Owners are purchasing the Certificates in reliance on the foregoing covenant, and that said covenant is necessary to assure the full and timely payment of the Installmeet Payments. Section 5.16. Environmental Covenants. (a) Compliance with Law, Regulations, Etc. (i) The City has, after due inquiry, no knowledge and has not given or received any written notice indicating that the Project or the past or present use thereof or any practice, procedure or policy employed by it in the conduct of its business materially violates any applicable law, regulation, code, order, rule, judgment or consent agreement, including, without limdation, those relating to zoning, building, use and occupancy, fire safety, health, sanitation, air pollution, ecological matters, environmental protection, hazardous or toxic materials, substances or wastes, conservation, parking, architectural barriers to the handicapped, or restrictive covenants or other agreements affecting tifle to the Project (collectively, "Laws and Regulations"). Without limiting the generality of the foregoing, neither the City nor to the best of its knowledge, after due inquiry, any prior or present owner, tenant or subtenant of any of the Project has, other than as set forth in subsections (i) and (ii) of this subsection (a) or as may have been remediated in accordance with Laws and Regulations, (A) used, treated, stored, transported or disposed of any material amount of flammable explosives, polychlodnated biphenyl compounds, heavy metals, chlorinated solvents, cyanide, radon, petroleum products, asbestos or any Asbestos Containing Materials, methane, radioactive materials, pollutants, hazardous matedals, hazardous wastes, hazardous, toxic, or regulated substances or related materials, as defined in CERCLA, RCRA, CWA, CAA, TSCA and Title II1, and the regulations promulgated pursuant thereto, and in all other Environmental Regulations applicable to the City, of the Project or the business operations conducted by the City thereon (collectively, "Hazardous Materials") on, frore or beneath the Project, (ii) pumped, spilled, leaked, disposed of, emptied, discharged or released (hereinafter collectively referred to as "Release") any material amount of Hazardous Materials on, from or beneath the Project, or (iii) stored any material amount of petroleum products at the Project in underground storage tanks. (ii) Excluded from the representations and warranties in subsection with respect to Hazardous Materials are those Hazardous Materials in those amounts ordinarily found in the inventory of or used in the operation of a corporation yard, the (i) hereof -13- use, treatment, storage, transportation and disposal of which has been and shall be in compliance with all Laws and Regulations. (iii) No portion of the Project is located in an area of high potential incidence of radon has an unventilated basement or subsurface portion which is occupied or used for any purpose other than the foundation or support of the improvements to such portion of the Project. (b) Environmental Compliance. (i) The City shall not use or permit the Project or any part thereof 1o be used to generate, manufacture, refine, treat, store, handle, transport or dispose of, transfer, produce or process Hazardous Materials, except, and only to the extent, if necessary to maintain or operate the improvements on the Project and then, only in compliance with all Environmental Regulations, and any State equivalent laws and regulations, nor shall they permit, as a result of any intentional or unintentional act or omission on its pad or by any tenant, subtenant, licensee, guest, invitee, contractor, employee and agent, the storage, transportation, disposal or use of Hazardous Materials or the Release or threat of Release of Hazardous Materials on, from or beneath the Project or onto any other property excluding, however, those Hazardous Materials in those amounts ordinarily found in the inventory of or used in the operation of an airport, lhe use, storage, treatment, transportation and disposal of which shall be in compliance with all Environmental Regulations. Upon the occurrence of any Release or threat of Release of Hazardous Materials, the City shall promptly commence and perform, or cause to be commenced and performed promptly, without cost to the Authority, all investigations, studies, sampling and testing, and all remedial, removal and other actions necessary to clean up and remove all Hazardous Materials so released, on, from or beneath the Project or other property, in compliance with all Environmental Regulations, Notwithstanding anything to the contrary contained herein, underground storage tanks shall only be permitted subject to compliance with subsection (iv) and only to the extent necessary to maintain the improvements on the Project. (ii) The City shall comply with, and shall use its best efforts with respect to its tenant's subtenants, agents, licensees, employees, contractors, and agents to comply with, all Environmental Regulations and shall keep the Project free and clear of Hazardous Materials; provided, however , that notwithstanding that a portion of this covenant is limited to the City's use of its best efforts, the City shall remain solely responsible for ensuring such compliance and such limitation shall not diminish or affect in any way the City's obligations contained in subsection (iii) hereof as provided in subsection (iii) hereof, Upon receipt of any notice from any Person with regard to the Release of Hazardous Materials on, from or beneath the Project, the City shall give prompt written notice thereof to the Authority and the Municipal Bond Insurer (and, in any event, prior to the expiration of any period in which to respond to such notice under any Environmental Regulation). (iii) Irrespective of whether any representation or warranty contained in subsection (a) of this Section 5.16 is not true or correct, the City shall defend, indemnify and hold harmless the Authority, the Trustee, the Owners and the Municipal Bond Insurer, its partners, depositors and each of its and their employees, agents, officers, directors, trustees, successors and assigns, from and against any claims, demands, penalties, fines, attorneys' fees (including, without limitation, attorneys' fees incurred to enforce the indemnification contained in this Section 5.16, consultants' fees, investigation and laboratory fees, liabilities, settlements (five (5) business days' prior notice of which the Authority, the Trustee or the Municipal Bond Insurer, as -14- appropriate, shall have delivered to the City), court costs, damages, losses, costs or expenses of whatever kind or nature, known or unknown, contingent or otherwise, occurring in whcte or in part, adsing out of, or in any way related to, (A) the presence. disposal, Release, threat of Release, removal, discharge, storage or transporlatJon of any Hazardous Materials on, from or beneath the Project, (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C} any lawsuit brought or threatened, settlement reached (five (5) business days' prior notice of which the Authority, the Trustee or the Municipal Bond Insurer, as appropriate, shall have delivered to the City), or governmental order relating to Hazardous Materials on, from or beneath any of the Project, (D) any violation of Environmental Regulations or subsection ti) or (ii) hereof by them or any of their agents, tenants, employees, contractors, licensees, guests, subtenants or invitees, and (E) the imposition of any governmental lien for the recovery of environmental cleanup or removal costs. TO the extent that the City is strictly liable under any Environmental Regulation, its obligation to the Authority, the Trustee, the Owners and the Municipal Bond Insurer and the other indemnitees under the foregoing indemnification shall likewise be without regard to fault on their pad with respect 1o the violation of any Environmental Regulation which results in liability to any indemnitee. The obligations and liabilities of the City under this Section 5.16(b)(iii) shall survive the satisfaction of all Certificates. (iv) The City shall conform to and carry out a reasonable program maintenance and inspection of all underground storage tanks, and shall maintain, repair, and replace such tanks only in accordance with Laws and Regulations, including but not limited to Environmental Regulations, of For purposes of this Section 5.16: "Asbestos Containing Materials" shall mean material in friable form containing more than one percent (1%) of the asbestiform varieties of (a) chrysotile (serpentine); (b) crecidolite (ricbeckite); (c) amosite (cummington-itegrinerite); (d) anthophyllile; (e) tremolite; and "Environmental Regulations" shall mean all Laws and Regulations, now or hereafter in effect, with respect to Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, as amended (42 U.S.C. Section 9601, et seq.) (together with the regulations promulgated thereunder, "CERCLA"), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Section 6901, et seq.) (together with the regulations promulgated thereunder, "RCRA"), the Emergency Planning and Community Right-to-Know Act, as amended (42 U.S.C. Section 11001, et seq.) (together with the regulations promulgated thereunder, "Title II1"), the Clean Water Act, as amended (33 U.S.C. Section 1321, et seq.) (together with the regulations promulgated thereunder, "CWA"), the Clear~AirAct, as amended (42 U.S.C. Section 7401, et seq.) (together with the regurations promulgated thereunder, "CPA") and the Toxic Substances Control Act, as amended (15 U.S.C. Section 2601 et seq.) (together with the regulations promulgaled thereunder, "TSCA"), and any state or local similar laws and regulations and any So-called local, state or federal "superfund" or "superlien" law. ARTICLE VI DISCLAIMER OF WARRANTIES; ACCESS Section 6.01. Disclaimer of Warranties. THE AUTHORITY MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE CITY FOR THE PROJECT OR ANY ITEM THEREOF, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROJECT OR ANY ITEM THEREOF. IN NO EVENT SHALL THE AUTHORITY BE LIABLE FOR INCIDENTAL, INDIRECT. SPECIAL OR CONSEQUENTIAL DAMAGES, IN CONNECTION WITH OR ARISING OUT OF THIS INSTALLMENT SALE AGREEMENT OR THE TRUST AGREEMENT FOR THE EXISTENCE, FURNISHING, FUNCTIONING OR CITY'S USE OF THE PROJECT. Section 6,02. Access to the Project and Records. The City agrees that the Authority, any Authority Representative, and the Authority's successors or assigns, and the Municipal Bond Insurer shall have the right at all reasonable times to enter upon and to examine and inspect the Project. The City further agrees that the Authority, any Authority Representative, Authority's successors or assigns, and the Municipal Bond Insurer shall have such access to the Project as may be reasonably necessary to cause the proper maintenance of the Project in the event of failure by the City to perform its obligations hereunder. In addition, the City agrees that the Authority, any Authority Representative, and the Authority's successors or assigns, and the Municipal Bond Insurer shall have the right at all reasonable times to inspect and examine all books, papers and records of the Authority and lhe City pertaining to the Project and the Certificates (excluding any such materials that constitute are deemed subject to the attorney-client privilege or attorney work product privilege), to make copies thereof and to take memoranda therefrom or with respect thereto as may be desired. and the rights of Section 6.03. Release and Indemnification Covenants. The City shall and hereby agrees, to the extent permitted by law, to indemnify and save the Authority and its officers, agents. directors, employees, successors and assigns harmless from and against all claims, losses and damages, including legal fees and expenses, arising out of (i) the use, maintenance, condition or management of, or from any work or thing done on the Project by the City, (ii) any breach or default on the part of the City in the performance of any of its obligations under this Installment Sale Agreement or the Trust Agreement, (iii) any act or omission of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Project. (iv) any act or omission of any sublessee of the City with respect to the Project, or (v) the authorization of payment of the Delivery Costs. Such indemnification shall include the costs and expenses of defending any claim or liability arising under this Installment Sale Agreement or the Trust Agreement and the transactions contemplated thereby. No indemnification is made under this Section 6.03 or elsewhere in this Installment Sale Agreement for willful misconduct, negligence or breachofdutyunderthislnstallmentSaleAgreementbythe Authority, its officers, agents, directors, employees, successors or assigns. -16- ARTICLE VII ASSIGNMENT, SALE AND AMENDMENT Section 7.01. Assignment by the Authority. The Authority's right, title and interest in this Installment Sale Agreement, including the right to receive and enforce payment of the installment Payments to be made by the City under this Installment Sale Agreement. have been assigned to the Trustee, subject to ce~lain exceptions, pursuant to the Assignment Agreement, to which assignment the City hereby consents. Section 7.02. Assignment, Sale and Disposition by the City. This Installment Sale Agreement may not be assigned by the City during the Term of this Installment Sale Agreement. The City may lease the Project, or any podion thereof, subject to all of the following conditions: (a) This Installment Sale Agreement and the obligation of the City to make Installment Payments hereunder shall remain obligations of the City; (b) The City shall, within thirty (30) days after the delivery thereof, furnish or cause to be furnished to the Authority and the Trustee a true and complete copy of the documents accomplishing such lease; (c) No such lease by the City shall cause the Project to be used for a purpose other than a governmental or proprietaP/function authorized under the provisions of the Constitution and laws of the State; and (d) No such lease shall cause the interest component of the Installment Payments to become subject to federal or State personal income taxes. Section 7.03. Amendment of installment Sale Agreement. Without the written consent of the Trustee, the City will not alter, modify or cancel or agree or cansent to alter, modify or cancel this Installment Sale Agreement; excepting only as such alteration or modification may be permitted by Articte IX of the Trust Agreement. ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES Section 8,01, Events of Default Defined. The following shall be "events of default" under this Installment Sale Agreement and the terms "events of default" and "default" shall mean, whenever they are used in this Installment Sale Agreement, any one or more of the following events: (a) Failure by the City to pay any Installment Payment by the Installment Payment Date or failure to make any other payment required to be paid hereunder at the time specified herein; or (b) Failure by the City to observe and perform any covenant, condition or agreement on its pa~t to be observed or performed in this Installment Sale Agreement or the Trust Agreement, other than as referred to in clause (a) of this Section 8.01, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Authority, the Trustee, the Municipal Bond Insurer or the Owners of not less than twenty-five percent (25%) in aggregate principal amount of Certificates then Outstanding; provided, however , if the failure stated in the notice cannot be corrected within the applicable period, the Authority, the Trustee, the Municipal Bond Insurer or such Owners, as applicable, shall not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the City within the applicable pedod and diligently pursued until the default is corrected; or (c) The filing by the City of 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 the approval by a court of competent jurisdiction of a petition filed with or without the consent of the City 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, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction assumes custody or control of the City or of the whole or any substanlial part of its property; or (d) An event of default shall have occurred and be continuing with respect to any Parity Debt. Section 8.02. Remedies on Default. Whenever any event of default referred to in Section 8.01 hereof shall have happened and be continuing, the Authority shall have the right, at its option and without any fudher demand or notice, to: (a) declare all principal components of the unpaid Installment Payments, together with accrued interest at the rate or rates specified in the respective Outstanding Certificates from the immediately preceding Installment Payment Date on which payment was made, immediately due and payable, whereupon the same shall become due and payable; and to be (b) take whatever action at law or in equity may appear necessary or desirable to collect the Installment Payments then due or thereafter to become due during the Term of the Installment Sale Agreement, or enforce performance and obserYance of any obligation, agreement or covenant of the City under this Installment Sale Agreement. Section 8.03. No Remedy Exclusive, No remedy herein conferred upon or reserved to the Authority is intended to be exclusive and every such remedy shall be cumulative and shall be in -18- addition to every other remedy given under this Installment Sale Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such dght or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it in this Article VIII it shall not be necessary to give any notice, other than such notice as may be required in this Afficle VIII or by law. be Section 8.04. Prosecution and Defense of Suits. The City shall promptly, upon request of the Authority or its assignee, from time to time take or cause to be taken such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the Project whether now existing or hereafter developing and shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and, to the extent permitted by law, shall indemnify or cause to be indemnified the Authority and its assignee for 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 proceedings. To the extent permitted by law, the City shall defend, or cause to be defended, against every suit, action or proceeding at any time brought against the Authority or its assignee upon any claim arising out of the receipt, application or disbursement of any of the Tax Revenues or involving the rights or duties of the Authority or its assignee under this installment Sale Agreement or the Trust Agreement; provided, that the Authority and its assignee at their election may appear in and defend any such suit, action or proceeding. To the extent permitted by law, the City shall indemnify or cause to be indemnified the Authority and its assignee against any and all liability claimed or asserted by any person, arising out of such receipt, application or disbursement. Notwithstanding any contrary provision hereof, this covenant sha~l remain in full force and effect, even though all Installment Payments have been fully paid and satisfied. Section 8.05. No Additional Waiver Implied by One Waiver. in the event any agreement contained in this Installment Sale Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. Section 8.06. Liability Limited to Tax Revenues. Notwithstanding any provision of this Installment Sale Agreement, the City's iiabiilty to pay the Installment Payments and other amounts hereunder shall be limited solely to Tax Revenues as provided in Sections 4.05 and 4.06 hereof. In the event that Tax Revenues shall be insufficient at any time to pay an Installment Payment in full, the City shall not be liable to pay or prepay such Installment Payment other than from Tax Revenues. Section 8.07. Trustee and Certificate Owners to Exercise Rights. Such rights and remedies as are given to the Authority under this Article VIII have been assigned by the Authority to the Trustee under the Assignment Agreement. to which assignment the City hereby consents. Such rights and remedies shall be exercised by the Trustee, the Municipal Band insurer and the Owners of the Certificates as provided in the Trust Agreement. Section 8.08. Pro Rata Application of Tax Revenues. It, at any time, there is a deficiency in Tax Revenues available to pay the Installment Payments, any amounts due with respect to Parity Debt. amounts required to replenish the Reserve Fund or 1o reimburse a draw on a Qualified Reserve Fund Credit Instrument and amounts required to replenish any reserve fund or to reimburse a draw under a Qualified Reserve Fund Credit Instrument established for Parity Debt, available Tax Revenues shall be applied on a pro rata basis to the payment of such Installment Payments and to the payment of amounts due with respect to such Parity Debt, to the replenishment of the Reserve Fund, to the reimbursement of such draw on the Qualified Reserve Fund Credit Instrument, to the replenishment of any reserve fund established for Parity Debt, or to the reimbursement of such draw on the Qualified Reserve Fund Credit Instrument established for Parity Debt, as the case may be, ARTICLE IX PREPAYMENT OF INSTALLMENT PAYMENTS Section 9.01. Prepayment. The City shall have the right to prepay the installment Payments, but only in the manner, at the times and in all respects in accordance with the provisions of this Article IX, Section 9.02. Optional Prepayment. Subject to the terms and conditions of this Section 9.02. the Authority hereby grants an option to City to prepay the installment Payments in full, by paying the total unpaid principal component of the Installment Payments as set forth in Exhibit C or in part, but not in an amount of less than $5.000 or any integral multiple thereof, at any one time, Said option may be exercised with respect to Installment Payments due on and after September 15. , in whole or in pa~t on any date on or after September 15. . Said option shall be exercised by City by giving written notice to the Authority and the Trustee of the exemise of such option at least sixty {60) days prior to said Installment Payment Date. Such option shall be exercised in the event of prepayment in full, by depositing by the applicable date of prepayment listed below cash in the amount sufficient to pay the total unpaid principal component of the Installment Payments as set forth in Exhibit C on said Installment Payment Date, together with any Installment Payments then due but unpaid, or, in the event of prepayment in part, by depositing by the applicable date of prepayment listed below, an amount divisible by $5,000 equal to the amount desired to be prepaid together with any Installment Payments then due but unpaid. In any event, said cash deposit shall be accompanied by an amount equal to the following amount (expressed as a percentage of the total principal amount prepaid) constituting a prepayment premium: Prepayment Period September 15~ -- through September 14~ -- September 15,- through September 14,_ September 15, __ and thereafter Premium In the event of prepayment in part. the partial prepayment shall be applied by the Authority or its assignee against Installment Payments in inverse order of their Installment Payment Date, and the City shall prepare (or cause to be prepared) and provide to the Trustee a revised schedule of Installment Payments reflecting said partial prepayment. Notwithstanding the foregoing, the City shall not be permitted to prepay any Installment Payments if any amounts are owed to the Municipal Bond Insurer with respect to the Municipal Bond Insurance Policy. Section 9.03. Credit for Amounts on Deposit. In the event the City elects or is required to prepay the Installment Payments in full under this Article iX, such that the Trust Agreement shall be discharged by its terms as a result of such prepayment, all amounts then on deposit in the Installment Payment Fund. the Project Fund or the Reserve Fund shall be credited towards the amounts required to be so prepaid. Section 9.04. Security Deposit. Notwithstanding any other provision of this Installment Sale Agreement. the City may, on any date, secure the payment of all or a portion of the Installment Payments remaining due by an irrevocable deposit with the Trustee or an escrow holder under an escrow deposit and trust agreement as referenced in Section 13.01(c) of the Trust Agreement, of: (a) in the case of a security deposit relating to all Installment Payments, either (i) cash in an amount which, together with amounts on deposit in the Installment Payment Fund, the Insurance and Condemnation Fund and the Reserve Fund, is sufficient to pay all -21- unpaid Installment Payments, including the principal and interest components thereof, in accordance with the Installment Payment schedule set forth in Exhibit C, or (ii) Defeasance Obligations in such amount as will, in the written opinion of an independent certified public accountant or other firm of recognized experts in such matters (addressed to the Municipal Bond Insurer), together with interest to accrue thereon and, if required, all or a portion of moneys or Defeasance Obligations or cash then on deposit and interest earnings thereon in the Installment Payment Fund, the Insurance and Condemnation Fund and the Reserve Fund, be fully sufficient to pay all unpaid Installment Payments on their respective Installment Payment Dates; or (b) in the case of a security deposit relating to a portion of the Installment Payments, a certificate executed by a City Representative designating the portion of the Installment Payments to which the deposit pertains, and either (i) cash in an amount which is sufficient to pay the portion of the Installment Payments designated in such City Representative's certificate, including the principal and interest components thereof, or (ii) Defeasance Obligations in such amount as will, together with interest to be received thereon, if any, in the written opinion of an independent certified public accountant or other firm of recognized experts in such matters (addressed to the Municipal Bond Insurer), be fully sufficient to pay the portion of the Installment Payments designated in the aforesaid City Representative's certificate. In the event of a deposit pursuant to this Section 9.04 as to all Installment Payments and the payment of all fees, expenses and indemnifications owed to the Trustee and the Municipal Bond Insurer, all obligations of the City under Ibis Installment Sale Agreement shall cease and terminate, excepting only the obligation of the City to make, or cause to be made, all payments from the deposit made by the City pursuant to this Section 9.04 and the obligations of the City pursuant to Section 5.14 hereof and title to the Project shall vest in the City on the date of said deposit automatically and without further action by the City or the Authority. Said deposit and interest earnings thereon shall be deemed to be and shall constitute a special fund for the payments provided for by this Section 9.04 and said obligation shall thereafter be deemed to be and shall constitute the installment purchase obligation of the City for the Project, Upon said deposit, the Authority will execute or cause to be executed any and all documents as may be necessary to confirm title to the Project in accordance with the provisions hereof, In addition, the Authority hereby appoints the City as its agent to prepare, execute and file or record, in appropriate offices, such documents as may be necessary to place record title to the Project in the City. ARTICLE X MISCELLANEOUS Section 10.01. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed to have been received upon actual receipt after deposit in the United States mail with postage fully prepaid: If to the City: City of Temecula If to the Authority: If to the Trustee: If to the Municipal Bond Insurer: 43200 Business Park Ddve Temecula, California 92589 Attention: City Manager Telephone: (909) 694- TeleCopier: (909) 694~ Temecula Public Financing Authority 43200 Business Park Drive Temecula, California 92589 At[ention: Executive Director Telephone: (909) 694-__ Telecopier: (909) 694-~_ U,S. Bank Trust National Association 550 South Hope Street, Suite 500 Los Angeles, CA 90071 Attention: Corporate Trust Department Reference: City of Temecula COP Telephone: (213) ~-~ TeleCopier: (213)_- Financial Security Assurance Inc. 350 Park Avenue New York, NY 10022-6022 Attention: Managing Director--SurveillanCe Re; Polic~' No. -- Telephone: (212) 826-0100 Telecopier: (212) 339-3529 In each case in which notice or other communication refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the attention of General Counsel of the Municipal Bond Insurer and shall be marked to indicate "URGENT MATERIAL ENCLOSED." The Authority, the City, the Trustee and the Municipal Bond Insurer, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent. Section 10.02. Binding Effect. This Installment Sale Agreement shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns. The Municipal Bond Insurer shall be deemed to be a third party beneficiary of this Installment Sale Agreement. -23- Section 10.03. Severability. In the event any provision of this Installment Sale Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 10.04. Amendments, Changes and Modifications. Subject to the provisions of Section 7.03 hereof, this Installment Sale Agreement may be amended or any of its terms modified with the wrillen consent of the City and the Authority. Section 10.05. Net Contract. This Installment Sale Agreement shall be deemed and construed to be a "net contract" and the City hereby agrees that the Installment Payments shall be an absolute net return to the Authority, free and clear of any expenses, charges or set-offs whatsoever. Section 10.06, Further Assurances and Corrective Instruments. The Authority and the City agree that they will, from time to time, execute, acknowledge arid deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description Project hereby sold or intended so to be or for carrying out the expressed intention Installment Sale Agreement. of the of this Section 10.07. Execution in Counterparts. executed in several counterparts, each of which shall be constitute but one and the same instrument. This Installment Sale Agreement may be an original and all of which shall Section 10,08, Applicable Law. This Installment Sale Agreement shall be governed by and construed in accordance with the laws of the State. Section 10.09. Authority and City Representatives, Whenever under the provisions of this Installment Sale Agreement the approval of the Authority or the City is required, or the Authority or the City is required to take some action at the request of the other, such approval or such request shall be given for the Authority by a Authority Representative and for the City by a City Representative, and any party hereto shall be authorized to rely upon any such approval or request. Section 10.10. Captions. The captions or headings in this Installment Sale Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provision, Article or Section of this Installment Sale Agreement, -24- IN WITNESS WHEREOF, the Authority has caused this Installment Sale Agreement to be executed in its corporate name by its duly authorized officer; and the City has caused this Installment Sale Agreement to be executed in its name by its duly authorized officers, as of the date first above written, TEMECULA PUBLIC FINANCING AUTHORITY, as Seller ATTEST: By Treasurer Secmta~ CITY OF TEMECULA, as Purchaser ATTEST: By Mayor City Clerk -25- Quint & Thimmig LLP EXHIBIT A DEFINITIONS 08/16/0t ' Additional Payments "means all amounts payable by the City pursuant to Section 408 of the Installment Sale Agreement. "Assignment Agreement "means the agreement by that name, dated as of December 1. 2001, by and between the Authority and the Trustee, together with any amendments or supplements thereto. "Auditor "means the auditor/controller of the County who is responsible for preparing property tax bills. County, or such other official at the "Authority "means the Temecula Public Financing Authority, a joint exercise of powers authority organized and existing under the laws of the State. "Authority Representative "means the Chairman, Vice Chairman, Treasurer, Executive Director, Secretary or any other person autheqzed by resolution of the Authority delivered to the Trustee to act on behalf of the Authority under or with respect to the Conveyance Agreement, the Installment Sale Agreement, the Assignment Agreement and the Trust Agreement. "Business Day "means a day which is not a Salurday, Sunday or legal holiday on which banking institutions in the state in which the Principal Corporate Trust Office is located are closed or are required to close or a day on which the New York Stock Exchange is closed. "Certificate Register" means the registration books relating to the Certificates maintained by the T~ustee in accordance with Section 2.12 of the Trust Agreement. "Certificates "means the Certificales of Participation executed and delivered pursuant to the Trust Agreement. "City "means the City of Temecula, a municipal corporation and general law city duly organized and existing under its cha~ter and the Constitution and laws of the State, "City Representative" means the Mayor, the City Manager or any other person authorized to act on behalf of the City under or with respect to the Trust Agreement and/or the Installment Sale Agreement and identified as such to the Trustee in writing. "Closing Date" means the date upon which there is a physical delivery of the Certificates in exchange for the amount representing the purchase of the Certificates by the Original Purchaser. "Code" means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as othe~vise referenced in the Installment Sale Agreement or the T~ust Agreement) as it may be amended to apply to obligations issued on the Closing Date, together with applicable temporary and final regulations promulgated under the Code. Exhibit A 0200202 Page 1 "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate executed by the City and dated the date of execution and delivery of the Certificates, as originally executed and as it may be amended from time to time in accordance with the terms thereofi "Conveyance Agreement "means the agreement by that name, dated as of December 1, 2001, by and between the District and the Authority, together with any amendments or supplements thereto. "County "means the Riverside County, California. "Defeasance Obligations" means (a) cash, (b) non-callable direct obligations of the United States of America ("Treasuries'), (c) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated or (d) pm-refunded municipal obligations rated ".AAA" and "Aaa" by S&P and Moody's, respectively, or any combination thereof ~ Delivery CoSts" means all items of expense directly or indirectly payable by or reimbursable to the City or the Authority relating to the refinancing and financing of the Project from the proceeds of the Certificates, including bul not timited to filing and recording costs, settlement costs, printing costs, reproduction and binding costs, initial fees and charges and first year's administration fee of the Trustee, Trustee's counsel fees and expenses, financing discounts, legal fees and charges, financial and other professional consultant fees, costs of rating agencies or credit ratings, fees for execution, transportation and safekeeping of the Certificates, travel expenses, the premiums for the Municipai Bond Insurance Policy and the Reserve Policy and charges and fees in connection with the foregoing, "De#very Costs Fund "means the fund by that name established pursuant to Ar[icle III of the Trust Agreement and held by the Trustee. "District" means the Temecula Community Services District, a community services district organized and existing under the laws of the State. "Escrow Agreement" means the Escrow Deposit and Trust Agreement, dated Closing Date, by and between the District and the Escrow Bank, relating to the provision of payment of the Prior Certificates, together with any duly authorized and executed amendments thereto. the "Escrow Bank" means U.S. Bank Trust National Association, trustee for the Prior Certificates. "Escrow Fund "means the fund by that name established and held by the Escrow Bank pursuant to the Escrow Agreement, "Event of Default "means an event of default under the Installment Sale Agreement, as defined in Section 8.01 thereof, "FalrMarket Value "means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the inveslment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Code) and, Exhibit A Page 2 otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's lenglh transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment ia an agreement with specifically negotiated withdrawal or reinvestment previsions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security--State and Local Government Series, that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State of California but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States. "Federal Securities" means direct 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. "Fiscal Year "means any period of twelve (12) consecutive months established by the City as its fiscal year and shall initially mean the period commencing July 1 of one year and ending on June 30 of the following year. "Independent Counsel "means an attorney or a firm of attorneys duly admitted to the practice of law before the highest court of the state in which he or such firm maintains an office and who is not an employee of the Authority, the Trustee or the City. "Information Services "means Financiai Information, Inc.'s "Daily Called Bond Service," 30 Montgomery Street. 10th Floor, Jersey City, NJ 07302, Attention: Editor; Kenny Information Services' "Called Bond Service," 65 Broadway, 16thFIoor, NewYork, NY 10006; Moody's "Municipai and Government," 5250 77 Center Drive, Suite 150, Charlotte, NC 28217, Attention: Municipal News Reports; and S&P's "Called Bond Record," 25 Broadway, 3rd Floor, New York, NY 10004; or to such other addresses and/or such other national information services providing information or disseminating notices of redemption of obligations similar to the Certificates, "lnstallmentPayment "means any payment required to be paid by the City to the Authority pursuant to Section 4.04 of the Installment Sale Agreement. "Installment Payment Date" means the 15th day of each March and September, commencing March 15, 2002. "Installment Payment Fund "means the fund by that name established and held by the Trustee pursuant to Article V of the Trust Agreement. "Installment Sale Agreement "means the agreement by that name, dated as of December 1, 2001, by and between the Authority and the City, and any duly authorized and executed amendment or supplement thereto. "Interest Payment Date "means April 1 and October 1 of each year, commencing April 1, 2002. "Moody's "means Moody's investors Service, New York, New York, or its successors. Exhibit A Page 3 "Municipal Bond Insurance Poficy . means the insurance policy issued by the Municipal E~ond Insurer guaranteeing the scheduled payment of principal and interest with respect to the Certificates when due. "Mumcipal Bond Insurer "means Financial Security Assurance Inc. a New York stock insurance company, or any successor thereto or assignee thereof, "Ordinance Levying Taxes "means any ordinance of the City Council of the City levying the Taxes. "Original Purchaser "means the first purchaser of the CerUficates upon their delivery by the Trustee on the Closing Date. "Outstanding ", when used as of any particular time with respect to Cediflcates, means (subject to the provisions of Section 13.01 of the Trust Agreement) all Certificates theretofore executed and delivered by the Trustee under the Trust Agreement except: (a) Cediflcates theretofore canceled by the Trustee or surrendered to the cancellation; (b) Certificates for the payment or redemption of which funds or eligible securities in the necessary amount, including accrued interest thereon, shall have theretofore been deposited with the Trustee (whether upon or prior to the maturity or redemption date of such Certificates), provided that, if such Certificates are to be redeemed prior to maturity, notice of such redemption shall have been given as provided in Section 4.03 of the Trust Agreement or provision satisfactory to the TnJstee shall have been made for the giving of such notice; and (c)CertiflcatesinlieuoforinexchangeforwhichotherCertificates shall have been executed and delivered by the Trustee pursuant to Section 2.09 of the Trust Agreement. "Owner"or" Certificate Owner "or" Owner of a Certificate ",oranysimilarterm, means the person in whose name a Certificate shall be registered. "Parity Debt "means indebtedness or other obligations (including teases and installment sale agreements)hereafter issued or incurred and secured by a pledge of and lien on Tax Revenues equal[y and ratably with the Installment Payments. "Participating Underwdter "shall have the meaning ascribed thereto in the Continuing Disclosure Cer[ificate. "Permitted Encumbrances "means, as of any particular time: (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the City may, pursuant to provisions of Article V of the Installment Sale Agreement, permit to remain unpaid; (b) the Installment Sale Agreement and the assignment of the Authority's interests in the Installment Sale Agreement pursuant to the Assignment Agreement; (c) any right or claim of any mechanic, laborer, materialman, supplier or vendor flied or perfected in the manner prescribed by law and (d) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record as of the date of the Installment Sale Agreement. "Permitted Investments "means any of the following: (a) (i) Direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America ("United States Treasury Obligations"), (ii) Exhibit A Page 4 obligations fully and unconditionally guaranteed as to timely payment of principal an interest by the United States of America, (iii) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency.or instrumentality of the United States ofAmerica, or(iv) evidences of ownership or proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to which the custodian may be obligated; (b) Federal Housing Administration debentures. (c) The listed obligations of the fctlowing government-sponsored agencies which are not backed by the full faith and credit of the United States of America: (i) participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts) and senior debt obligations of the Federal Home Loan Mortgage Corporation (FHLMC); (ii) consolidated system-wide bonds and notes of the Farm Credit Banks (formerly Federal Land Banks, Federal Intermediate Credit Banks and Banks for Cooperatives), (iii) consolidated debt obligations of the Federal Home Loan Banks (FHL Banks), (iv) senior debt obligations and mortgage-backed securities (excluded are stripped mortgage securities which are purchased at pdces exceeding their principal amounts) of the Federal National Mortgage Association (FNMA), (v) senior debt obligations (excluded are securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date) of the Student Loan Marketing Association (SLMA), (vi) debt obligations of the Financing Corporation (FICO), and (vii) debt obligations of the Resolution Funding Corporation (REFCORP); (d)UnsecuredcertJficatesofdeposit, time deposits, deposit accounts, and bankers' acceptances (having maturities of not more than 30 days) of any bank the short-term obligations of which are rated "A-I" or better by S&P; (e) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation (FDIC), in banks which have capital and surplus of eat least $5 million; (f) Commercial paper (having odginal maturities of not more than 270 days) rated "A- l+" by S&P and ~Prime-l" by Moody's; (g) Money market funds rated "AAm" or AAm-G" by S&P, or better; (h) "State Obligations~, which means: (i) Direct general obligations of any state of the United States of America or any subdivision or agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated "A3" by Moody's and "A" by S&P, or better, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation is so rated, (ii) Direct general short- term obligations of any state agency or subdivision or agency thereof described in (ii) above and rated "A-I~-" by S&P and "Prime-l" by Moody's, and (iii) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state, state agency or subdivision described in (A) above and rated "AA" or better by S&P and "Aa" or better by Moody's; (i) Pre-refunded municipal obligations rated "AAA" by S&P and "Aaa" by Moody's meeting the following requirements: (i) the municipal obligations are (A) not subject to redemption prior to maturity or (~3) the trustee for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in Exhibit A Page 5 such instructions, (ii) the municipal obligations are secured by cash or United States Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations, (iii) the principal of and interest on the United States Treasury Obligations (plus any cash in the escrow) has been verified by the report of independent certified public accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations ("Verification"), (iv) the cash or United States Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations, {v) no substitution of a United States Treasury Obligation shall be permitted except with another United States Treasury Obligation and upon delivery of a new Verification, and (vi) the cash or United States Treasury Obligations are not available to satisfy any olher claims, including those by or against the trustee or escrow agent. (j) Repurchase agreements with: (i) any domestic bank, or domestic branch of a foreign bank, the long term debt of which is rated at least "A" by S&P and Moody's; or (ii) any broker-dealer with "retail customers" or a related affiliate thereof which broker-dealer has, or the parent company (which guarantees the provider) of which has, Long-term debt rated at least "A" by S&P and Moody's, which broker-dealer falls under the jurisdiction of the Securities Investors Protection Corporation: or (iii) any other entity rated "A" or better by S&P and Moody's and acceptable to the Municipal Bond Insurer, provided that: (A) the market value of the collateral is maintained at levels and upon such conditions as would be acceptable to S & P and Moody's to maintain an "A" rating in an "A" rated structured financing (with a market value approach); (B) the Trustee or a third party acting solely as agent therefor or for the City (the"Holder of the Collateral") has possession of the collateral or the collateral has been transferred to the Holder of the Collateral in accordance with applicable state and federal laws (other than by means of entries on the transferor's books); (C) the repurchase agreement shall stale and an opinion of counsel shall be rendered at the time such COllateral is delivered that the Holder of the Collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Holder of the Collateral is in possession); (D) all other requirements of S&P in respect of repurchase agreements shall be met. (E) the repurchase agreement shall provide that if during its term the provider's rating by either Moody's or S&P is withdrawn or suspended or falls below "A-" by S&P or "A3" by Moody's, as appropriate, the provider must, at the direction of the City or the Trustee (who shall give such direction if so directed by the Municipal Bond Insurer), within 10 days of receipt of such direction, repurchase all collateral and terminate the agreement, with no penalty or premium to the City or the Trustee. Exhibit A Page 6 Notwithstanding the above, g a repurchase agreement has a term of 270 days or less (with no evergreen provision), collateral levels need not be as specified in (A) above, so long as such collateral levels are 103% or better and the provider is rated at least "A" by S&P and Moody's, respectively. (k) investment agreements with a domestic or foreign bank or corporation (other than a life or property casualty insurance company) the long-term debt of which, or, in the case of a guaranteed corporation the long-term debt, or, in the case of a monoline financial guaranty insurance company, claims paying ability, of the guarantor is rated at least "AA" by S&P and "Aa" by Moody's; provided that, by the terms of the investment agreement: (i) interest payments are to be made to the Trustee at times and in amounts as necessary to pay debt service (or, if the investment agreement is for the construction fund, construction draws) with respect to the Cediflcates; (ii) the invested funds are available for withdrawal without penalty or premium, at any time upon not more than seven days' prior notice; the City and the Trustee hereby agree to give or cause to be given notice in accordance with the terms of the investment agreement so as to receive funds thereunder with no penalty or premium paid; (iii) the investment agreement shall state that it is the unconditional and general obligation of, and is not subordinated to any other obligation of, the provider thereof or, if the provider is a bank, the agreement or the opinion of counsel shall state that the obiigafion of the provider to make payments thereunder ranks pad pasau with the obligations of the provider to its other depositors and its other unsecured and unsubordinated creditors; (iv)the City or the Trustee receives the opinion of domestic counsel (which opinion shall be addressed to the City and the Municipal Bond Insurer) that such investment agreement is legal, valid, binding and enforceable upon the provider in accordance with its terms and of foreign counsel (if applicable) in form and substance acceptable, and addressed to, the Municipal Bond Insurer; (v) the investment agreement shall provide that if during its term (1) the provider's rating by either S&P or Moody's falls below "AA-" or "Aa3", respectively, the provider shall, at its option, within 10 days of receipt of publication of such downgrade, either (A) collateralize the investment agreement by delivering or transferring in accordance with applicable state and federal laws (other than by means of entries on the provider's books) to the City, the Trustee or a third party acting solely as agent therefor (the "Holder of the Collateral") collateral free and clear of any third-party liens or claims the market value of which collateral is maintained at levels and upon such conditions as would be acceptable to S & P and Moody's to maintain an "A" rating in an "A" rated structured financing (with a market value approach); or (B) repay the principal of and accrued but unpaid interest on the investment, and (2) the provider's rating by either S&P or Mocdy's is withdrawn or suspended or falls below "A-' or "A3", respectively, the provider must, at the direction of the City or the Trustee (who shall give such direction if so directed by the Municipal Bond Insurer), within 10 days of receipt of such direction, repaythepdncipalofandaccruedbutunpaidinterest on the investment, in either case with no penalty or premium to the City or Trustee, and Exhibit A Page 7 (vi) the investment agreement shall state and an opinion of counsel shall be rendered, in the event collateral is required to be pledged by the provider under the termsoftheinvestmentagreement, atthe time such collateral is delivered, that the Holder of the Collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Holder of the Collateral is in possession); (vii) the investment agreement must provide that if during its term (1) the provider shall default in its payment obligations, the provider's obligations under the investment agreement shall, at the direction of the City or the Trustee (who shall give such direction if so directed by the Municipal Bond Insurer), be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the City or Trustee, as appropriate, and (2) the provider shall become insolvent, not pay its debts as they become due, be declared or petition to be declared bankrupt, etc. ("event of insolvency"), the provider's obligations shall automatically be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the City or Trustee, as appropriate; and (I) the Local Agency Investment Fund to the extent any moneys invested by the Trustee are subject to deposit and withdrawal solely by the Trustee. "Prepayment "means any payment applied towards the prepayment of the Installment Payments, in whole or in part, pursuant to Article IX of the Installment Sale Agreement, "Principal Corporate Trust Office '* means the corporate lrust office of the Trustee in Los Angeles, California, or such other or additional offices as may be specified to the City and the Authority by the Trustee; provided, however , that for the purposes of maintenance of the Certificate Register and presentation of Certificates for transfer, exchange or payment such term shall mean in care of the corporate trust office of the Trustee in St. Paul, Minnesota, or such other office designated by the Trustee from time to time, or at such other or additional offices as may be specified by the Trustee in writing to the City and the Authority. "Prior Certificates "means the certificates of participation delivered by Bank of America National Trust and Savings Association, subsequently succeeded by U.S. Bank Trust National Association, as trustee, under a trust agreement, dated as of October 1, 1992, by and among the Temecula Public Facilities Financing Corporation, the Temecula Community Services District and such trustee, "Proceeds ," when used with reference to the Certificates, means the face amount of the Certificates, plus accrued interest and premium, if any, less original issue discount, if any. "Project ' means the capital improvements described in Exhibit B to the Installment Sale Agreement. "Project Costs" means the costs of the acquisition, construction, rehabilitation, equipping, improvement or financing of the 2001 Project. "Project Fund "means the fund by that name established pursuant to Article Ill of the Trust Agreement and held by the Trustee. Exhibit A Page 8 "Qualified Reserve Fund Credit Instrument" means an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank or insurance company acceptable to the Municipal Bond Insurer and deposited with the Trustee pursuant to Section 6.02(b) of the Trust Agreement and, specifically, includes the Rese~e Policy. "Rating Categozy "means, with respect to any Permitted Investment, one or more of the generic categories of rating by Moody's and/or S&P applicable to such Permitted Investment, without regard to any refinement or gradation of such rating category by a plus or minus sign. "Regular Record Date "means the close of business on the fifteenth (15th) day of the month preceding each Interest Payment Date, whether or not such fifteenth (15th) day Business Day. is a "Reserve Fund" means the fund by that name established pursuant to the Trust Agreement and held by the Trustee. "Reserve Policy "means the municipal bond debt service reserve insurance policy issued by the Municipal Bond Insurer for the credit of the Reserve Fund as provided therein and subject to the limitations set fodh therein. "Reserve Requirement "means a sum equal to maximum annual Installment Payments and means, as of the Closing Date, $ . "S&P" means Standard & Poor's Credit Market Services, a division of The McGraw*Hill Companies, Inc., New York, New York, or its successors. "Securities Depositories "means The Depository Trust Company, 711 Stewart Avenue, Garden City, NY 11530. Fax (516) 227-4039 or 4190; or to such other addresses and/or such other registered securities depositories holding substantial amounts of obligations of types similar to the Cedificates. "State" means the State of California, "Subordinate Debt" means indebtedness or other obligations (including leases and installment sale agreements) hereafter issued or incurred and secured by a pledge of and lien on Tax Revenues subordinate to the Instatlment Payments. "Tax Revenues "means the proceeds of the Taxes received by the City, including any scheduled payments thereof, including interest on any delinquent payments. "Taxes" means the special tax levied by the City for purposes of operating, maintaining and servicing public parks and recreational facilities, recreational and community services programs, median landscaping, arterial street lights and traffic signals throughout the City and administrative expenses incurred by the City in connection therewith, which special tax was approved by more than 2/3 of the ballots cast in connection therewith at an election held on March 4, 1997. "Term of the Installment Sale Agreement "means the time during which the Installment Sale Agreement is in effect, as provided in Section 4.03 of the Installment Sale Agreement. "Trustee" means U.S. Bank Trust National Association, or any successor thereto, acting as Trustee pursuant to the Trust Agreement. Exhibit A Page 9 "Trust Agreement "means the agreement by that name, dated as of December 1, 2001, by and among the Trustee, the Authority and the City, together with any amendments supplements thereto permitted to be made thereunder. "2001 Project ~ means the capital improvements described in Exhibit B to the Installment Sale Agreement to be financed with the proceeds of the Certificates. "Written Certificate '* of the City means a written certificate signed in the name of the City by a City Representative. Any such cerlificate or request may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument, If and to the extent required by Section 1.03 of the Trust Agreement or Section 1.02 of the Installment Sale Agreement. each such certificate shall include the statements provided for in Section 1.03 of the Trust Agreement or Section 1.02 of the Installment Sale Agreement. or Exhibit A Page 10 EXHIBIT B DESCRIPTION OF THE PROJECT 1992 Project The 1992 Project consists of an approximately 26,000 square foot communi[y recreation center, including a gymnasium, teen areas, kitchen, pedorming arts room, indoor and outdoor stages, amphitheater, restrooms, 25 meter pool and parking 2001 Project The 2001 Project consists of a regional park to include athletic fields, restrooms, picnic areas, parking and other recreational amenities, Exhibit B Page 1 EXHIBIT C SCHEDULE[ OF INSTALLMENT PAYMENTS Installment Pay~ent Date Principal Interest Exhibit C Quint & Thimmig LLP ASSIGNMENT AGREEMENT by and between the TEMECULA PUBLIC FINANCING AUTHORITY, as Assignor and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee Dated as of December 1, 2001 (2001 Capital Improvement Financing Project) 02002.02 ASSIGNMENT AGREEMENT This ASSIGNMENT AGREEMENT, dated as of December 1. 2001, by and between the TEMECULA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California (the "Authority"), and U.S. BANKTRUSTNATIONALASSOCIATION. a national banking association organized and existing under the laws of the United States of America. as trustee under the hereinafter defined Trust Agreement (the "Trustee"); WITNESSETH: In consideration of the mutual covenants herein contained, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto recite and agree as follows: Section I. Recitals. (a) The Authority and the City of Temecula (the "City"), have entered into an installment sale agreement, by and between the Authority and the City. dated as of December 1, 2001 (together with any amendments or supplements thereto, the "Installment Sale Agreement"), whereby the Authority has agreed to sell to the City, and the City has agreed to purchase from the Authority, certain capital improvements, as more particularly described in the Installment Sale Agreement (as amended or modified from time to time, the "ProjecC). in the manner and on the terms set forth in the Installment Sale Agreement. (b) Under the installment Sale Agreement. the Authority is required to deposit or cause to be deposited with the Trustee certain moneys to be credited, held and applied in accordance with a trust agreement by and among the Trustee, the Authority and the City, dated as of December 1, 2001 (together with any amendments or supplements thereto, the "Trust Agreement"). (c) Upon delivery of the Installment Sale Agreement and the deposit of moneys by the Authority with respect thereto, the City is obligated to pay certain installment payments to the Authority or its assignee, For the purpose of obtaining the moneys required to be deposited with the Trustee, the Authority is willing to assign and transfer its right, title and interest under the Installment Sale Agreement to the T~ustee for the benefit of the owners of the certificates of participation (the "Certificates") to be executed and delivered under the Trust Agreement, and in consideration of such assignment, the Trustee is executing and delivering the Certificates to the initial purchasers thereof, the proceeds of which sale are anticipated by the Authority to be sufficient to provide the moneys required to be deposited by the Authority pursuant to the Installment Sale Agreement. (d) Each of the parties hereto has authority to enter into this Assignment Agreement and has taken all actions necessary to authorize its officers to enter into it. (e) The capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the installment Sale Agreement. Section 2. Assignment. The Authority, for good and valuable consideration, does hereby irrevocably assign and transfer to the Trustee, for the benefit of the Owners of the Certificates, all of its rights and interest in the Installment Sale Agreement (excepting only its rights under Sections 4.08, 6.03 and 8.04 thereo0, including, without limitation, its rights to receive and collect Installment Payments from City under the Installment Sale Agreement, its rights to the pledge of Tax Revenues, the right to receive and collect any proceeds of any insurance maintained thereunder, or of any condemnation award rendered with respect to the Project and the right to exercise such dghts and remedies as are conferred on the Authority by the Installment Sale Agreement as may be necessaPj to enforce payment of the Installment Payments when due or otherwise to protect its interests in the event of a default by the City, The Installment Payments shall be applied, and the rights so assigned shall be exercised, by the Trustee as prOvided in the Trust Agreement for the benefit of the Owners of the Certificates, Section 3. Acceptance. The Trustee hereby accepts such assignment in trust for the purpose of securing, ~proportionately, such payments and rights to the Owners of the Certificates delivered pursuant to the Trust Agreement, all subject to the provisions of the Trust Agreement. Section 4 Conditions. This Assignment Agreement shall confer no rights and impose no duties upon the Trustee bey'~ those expressly provided in the Trust Agreement. The Trustee does not warrant the accuracy of the recitals in Section 1 hereof. *2- iN WITNESS WHEREOF, the padies hereto have executed this Assignment Agreement by their officers thereunto duly authorized as of the day and year first written above, TEMECULA PUBLIC FINANCING AUTHORITY, as Assignor ATTEST: By Chairman Secretary U.S. BANK TRUST NATIONAL ASSOCIATION. as Trustee By Authorized Officer -3- CONTINUING DISCLOSURE CERTIFICATE This CONTINUING DISCLOSURE CERTIFICATE (the "Disclosure Certificate") is executed and delivered by the CITY OF TEMECULA (the "City") in connection with the execution and delivery of $.__ Certificates of Participation (2001 Capital Improvement Financing Project) (the "Certificates"). The Certificates are being executed and delivered pursuant to a Trust Agreement, dated as of December 1, 2001, by and among U.S. Bank Trust National Association, as trustee, the City and the Temecula Public Financing Authority (the "Trust Agreement"). The City covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate executed and delivered by the City for the benefit of the holders and beneficial owners of the Certificates and in order to assist the Participating Underwriter in complying with S,E.C. Rule 15c2-12(b)(5). is being Section 2. Definitions. In addition to the definitions set fodh in the Trust Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings: "Annual Report "shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Dissemination Agent" shall mean U.S. Bank Trust National Association, successor Dissemination Agent designated in writing by the City and which has filed with the City and the Trustee a written acceptance of such designation. "Listed Events "shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. or any "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. "Participating Unde~vriter "shall Stone & Youngberg LLC. "Repository "shall mean each National Repository and each State Repository. "Rule" shaft mean Rule15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934. as the same may be amended from time to time. "State Repository "shall mean any public or private repository or entity designated by the State of California as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Certificate. there is no State Repository. 02002,02 Section 3. Provision of Annual Reports. (a) The City shall or, upon written direction, shall cause the Dissemination Agent to, not later than six months after the end of the City's fiscal year (which date nine months after the end of the City's fiscal year currently woutd be March 31), commencing with the report for the 2000-2001, provide to each RepositoP/ an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate with a copy to the Trustee· Not later than fifteen (15) Business Days prior to said date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference otherinformationasprovidedinSection4ofthis Disclosure Certificate; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the date required above for the filing of the Annual Report if not available by that date, If the City's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). The City shatl provide a written certification with each Annual Report furnished to the Dissemination Agent and the Trustee to the effect that such Annual Report constitutes the Annual Report required to be furnished by the City hereunder. (b) If the City is unable to provide to the Repositories an Annual Report by the date required in subsection (a), the City shall send a notice to the Municipal Securities Rulemaking Board in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Reposito~ and each State Repository, if any; and (ii) to the extent the Annual Report has been furnished to it, if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided. Section 4. Content of Annual Reports. The City's Annual Report shall contain or incorporate by reference the following: (a) Audited Financial Statements prepared in accordance with generaily accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the City's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) Operating data for the preceding fiscal year, unless otherwise presented in the City's audited financial statements, consisting of: [TO BE DETERMINED] Any or all oftheitems listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. lfthedocumentincludedbyreferenceisa final official statement, it must be -2- available from the Municipal Securities Rulemaking Board. The City shall clearly identify each such other document so included by reference. (c) In addition to any of the information expressly required to be provided under this Disclosure Certificate, the City shall provide such further material information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. Section 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Certificates, material: (i) Principal and interest payment delinquencies (ii) Non-payment related defaults, (iii) Unscheduled draws on debt se ~,ice reserves reflecting ~nanc4al difficulties. (iv) Unscheduled draws on credit enhancements reflecting financial difficulties (v) Substitution of credit or liquidity providers, or their failure to perform. (vi) Adverse tax opinions or events affecting the tax-exempt status of the security. (vii) Moditications to rights of security holders. (viii) Contingent or unscheduled bond Calls (ix) Defeasances. (x) Release, substitution, or sale of property securing repayment of the securities (xi) Rating changes, (b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall as soon as possible determine if such event would be material under applicable Federal securities law. (c) If the City determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the City shall promptly file a notice of such occurrence with the Municipal Securities Rulemaking Board and each State Repository with a copy to the Trustee, together with written direction to the Trustee whether or not to notify the Certificate holders of the filing of such notice. In the absence of any such direction, the Trustee shall not send such notice to the Certificate holders, Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(viii) and (ix) need not be given under this subsection any earlier than lhe notice (if any) of the underlying event is given to holders of affected Certificates pursuant to the Trust Agreement. Section 6. Termination of Reporting Obligation. The City's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Certificates. If such termination occurs prior to the final maturity of the Certificates, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). Section 7. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be U.S. Bank Trust National Associatioe. Any -3- Dissemination Agent may resign by providing thirty days' written notice to the City and the Trustee. Section 8, Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied neither the Trustee nor the Dissemination Agent shall be obligated to enter into or be bound by any such amendment that modifies or increases its duties or obligations under this Disclosure Certificate): (a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Certificates, or type of business conducted; (provided (b) the undertakings herein, as proposed to be amended or waived, would, opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Certificates, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and in the (c) the proposed amendment or waiver either (i) is approved by holders of the Certificates in the manner provided in the Indenture for amendments to the Indenture with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Certificates. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. if an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. TO the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to the Repositories in the same manner as for a Listed Event under Section 5(c). Section 9, Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. -4- Section 10. Default. In the event of a failure of the City to comply with any provision of this Disclosure Certificate the Trustee, at the written direction of any Participating Underwriter or the holders of at least 25% aggregate principal amount of Outstanding Certificates, shall, but only to the extent moneys or other indemnity, satisfactory to the Trustee, has been furnished to the Trustee to hold it harmless from any loss, costs, liability or expense, including fees and expenses of its attorneys and any additional fees of the Trustee, or any holder or beneficial owner of the Certificates may take such actions as may be necessary and appropriate, including seeking mandate or specific pedormance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Trust Agreement, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance. Neither the Trustee nor the Dissemination Agent shall have any financial liability of any kind whatsoever to the City, the holders of the Certificates or any other party from any breach by the City under this Disclosure Certificate. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. Article VIII of the Trust Agreement is incorporated herein and the Trustee and the Dissemination Agent shall be entitled to the provisions therein in the performance of any duties or obligations under this Disclosure Certificate. The Dissemination Agent and the Trustee shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent and the Trustee, their officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's or the Trustee's respective negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent and the Trustee shall have no duty or obligation te review any information provided to it by the City and shall not be deemed to be acting in any fiduciaP/capacity for the City, the Certificate holders or any other par[y. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Certificates. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Trustee, the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the Certificates, and shall create no rights in any other person or entity. Date: December 20, 2001 CITY OF TEMECULA By Mayor EXHIBIT A NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF FAILURE TO FILE ANNUAL REPORT Name of issuer: Name of Issue: CITY OF TEMECULA $ Cedificates of Participation (2001 Capital Improvement Financing Project) Evidencing Direct, Undivided Fractional Interests of the Owners Thereof in Instaflment Payments to be made by the City of Temecula, as the Purchase Pdce for Certain Property Pursuant to an tnstallment Sale Agreement with the Temecula Public Financing Authority December 20, 2001 NOTICE IS HEREBY GIVEN that the Isauer has not provided an Annual Repor~ with respect to the above-named Certificates as required by Section 10.07 of the Trust Agreement, dated as of December 1, 2001, by and among U.S. Bank Trust National Association, as trustee, the City and the Temeceta Public Financing Authority. The Issuer anticipates that the Annual Report will be filed by Dated: CITY OF TEMECULA By Title cc: Trustee Quint & Thirnmig LLP TRUST AGREEMENT Dated as of December 1, 2001 by and among U.S, BANK TRUST NATIONAL ASSOCIATION, as Trustee, the TEMECULA PUBLIC FINANCING AUTHORITY and the CITY OF TEMECULA (2001 Capital Improvement Financing Project) 0200202 s EXHIBIT ^: EXHIBIT B: TABLE OF CONTENTS OEFtNITIONS FORM OF CERTIFtCATE OF PARTICIPATION Page TRUSTAGREEMENT This TRUST AGREEMENT, dated as of December 1, 2001, by and among U.S. SANK TRUST NATIONAL ASSOCIATION, a national banking association duly organized and existing under the taws of the United States of America, as trustee (the "Trustee"), the TEMECULA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California, as seller under the Installment Sale Agreement hereinafter referred to (the "Authority"), and the CITY OF TEMECULA, a municipal corporation and general law city organized and existing under its charter and the Constitution and laws of the State of California, as purchaser under said Installment Sale Agreement (the "City"); WITNESSETH: WHEREAS, the City and the Authority have entered into an installment sale agreement (the "Installment Sale Agreement"), dated as of the date hereof, whereby the Authority has agreed to sell certain capital improvements (the "Project") to the City and the City has agreed to purchase the Project from the Authority; and WHEREAS, for the purpose of obtaining the moneys required to be deposited by it with the Trustee for financing and refinancing the construction of the Project, the Authority proposes to assign and transfer certain of its rights under the Installment Sale Agreement to the Trustee and, in consideration of such assignment and the execution of this Trust Agreement, the Trustee has agreed to execute and deliver certificates of participation, each evidencing a direct, undivided fractional interest in the Installment Payments and Prepayments (each as hereinafter defined) to be made by the City, to provide the moneys required herein to be deposited by the Authority; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS; AUTHORIZATION; EXHIBITS Section 1.01. Definitions. Unless the context otherwise requires, the terms Exhibit A attached hereto shall, for all purposes of this Trust Agreement, have the meanings therein specified. defined in Section 1~02. Authorization, Each of the parties hereby represents and warrants that it has full legal authority and is duly empowered to enter into this Trust Agreement, and has taken all actions necessary to authorize lhe execution of this Trust Agreement by the officers and persons signing it. Section 1.03. Content of Written Certificates. Any such certificate made or given by a City Representative may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by counsel or an accountant, unless such City Representative knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statemenl may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respecttowhichinformationisinthepossessionoftheCity, asthe case may be) upon a certificate or opinion of or representation by a City Representative, unless such counsel or accountant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such person's certificate or opinion or representation may be based, as aforesaid, is erroneous. The same City Representative, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Trust Agreement, but different officers, counsel or accountants may certify to different matters, respectively. Section 1.04. Exhibits. The following Exhibits are attached to. and by this reference are made a part of, this Trust Agreement: Exhibit A: Definitions Exhibit B: Form of Certificate of Participation -2- ARTICLE II THE CERTIFICATES OF PARTICIPATION Section 2.01. Authorization. The Trustee is hereby authorized and directed upon written request from the Authority to execute and deliver, to the Original Purchaser, Certificates in an aggregate principal amount of dollars ($__) evidencing undivided fractional interests in the Installment Payments and the Prepayments. Section 2.02. Date. Each Certificate shall be dated as of the Closing Date. Section 2.03. Maturity; Interest Rates. The Certificates shall mature on October 1 in the years and in the principal amounts, and interest with respect thereto shall be computed at the rates, as shown below: Matudty Date Principal Interest Rate Maturity Date Principal Interest Rate (October 1 ) Amount Per Annum (October 1 ) Amount Per Ann um Section 2.04. Interest. Interest with respect to the Certificates shall be payable semiannually on each Interest Payment Date, commencing April 1, 2002, to and including the date of final principal payment (or provision therefor pursuant to Section 13.01 hereof) or redemption, whichever is eadier, computed on the basis of a 360-day year comprised of twelve 30-day months. Said interest shall represent the portion of Installment Payments designated as interest and coming due during the six-month period preceding each Interest Payment Date with respect to the Certificates. The portion of Installment Payments designated as interest with respect to any Certificate shall be computed by multiplying the portion of Installment Payments designated as prindpal with respect to such Certificate by the rate of interest applicable to such Certificate. Interest with respect to any Certificate shall be payable from the Interest Payment Date next preceding the date of execution thereof, unless (i) such Certificate is executed on an interest Payment Date, in which event interest shall be payable from such Interest Payment Dale. or (ii) such Certificate is executed after the close of business on the fifteenth (15th) day of the month immediately preceding the following Interest Payment Date and prior to such Interest Payment Date, in which event interest shall be payable from such Interest Payment Date, or (iii) such Certificate is executed on or before March 15, 2002, in which event interest shall be payable from the Closing Date; provided, however , that if at the time of execution of any Certificate, interest with respect thereto is in default, interest with respect thereto shall be payable from the Inlerest Payment Date to which interest has previously been paid or made available for payment. Payment of interest with respect to any Certificate shall be made to the person appearingontheregistrationbooksoftheTrusteeastheOwnerthereofas of the fifteenth (15th) day of the month preceding such Interest Payment Date, such interest to be paid by -3- check mailed on each Interest Payment Date by first class mail to such Owner at his address as it appears on such registration books, Section 2.05, Form of Certificates; Legends. The Certificates shall be delivered in the form of fully registered Certificates, without coupons, in the denomination of $5,000 each or any integral multiple thereof, except that no Certificate may have principal maturing in more than one year. The Certiflcetes shall be numbered in such manner as the Trustee deems appropriate. The Certificates shall be substantially in lhe form set forth in Exhibit B attached hereto and by this reference incorporated herein. The Certificates may contain or have endorsed thereon such provisions, specifications and descriptive words not inconsistent with the provisions of this Trust Agreement as may be necessary or desirable to comply with custom, or otherwise. Section 2.06. Execution. The Cedificates shall be executed by and in the name of the Trustee, at the written direction of the Authority, by the manual signature of an authorized signatory of the Trustee. Section 2.07. Application of Proceeds. The proceeds received by the Trustee from the sale of the Certificates ($. ) shall forthwith be set aside by the Trustee in the following respective funds and accounts: (a) The Trustee shall deposit in the Delivery Costs Fund an amount equal to $ ; (b) The Trustee shall deposit in the Project Fund an amount equal to $ ; and (c) The Trustee shall transfer the remainder of the proceeds ($_ ) to the Escrow Bank for deposit in the Escrow Fund. The Trustee may establish and utilize a temporary fund or account in its records to facilitate such deposits and transfers. Section 2.08, Transfer and Exchange. (a) Transfer of Certificates . Any Certiflcete may, in accordance with transferred upon the books required to be kept pursuant to the provisions of Section 2.12 hereof by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Certificate for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable lo the Trustee, duly executed. Whenever any Certificate shall be surrendered for transfer, the Trustee shall deliver a new Certificate or Certificates of the same maturity, interest rate and aggregate principal amount in aulhorized denominations to the transferee thereof. The City shall pay any costs of the Trustee incurred in connection with such transfer, except that the Trustee may require the payment by the Certificate Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer. its terms, be No transfer of Certificates shall be required to be made during the fifteen (15) days prior to the date of selection of Certificates for redemption, or of any Certificate selected for redemption. (b) Exchange of Certificates . Certificates may be exchanged at the Principal Corporate Trust Office, for a like aggregate principal amount of Certificates of other authorized denominations of the same maturity. Whenever any Certificate shall be surrendered for exchange, the Trustee shall execute and deliver a new Certificate or Certificates for like -4- principal amount in authorized denominations. The City shall pay any costs of the incurred in connection with such exchange, except that the Trustee may require the payment by the Certificate Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. No exchange of Certificates shall be required to be made during the fifteen (15) days prior to the date of selection of Certificates for redemption, or of any Certificate selected for redemption. Section 2.09. Certificates Mutilated, Lost, Destroyed or Stolen. If any Certificate shall become mutilated, the Trustee, at the expense of the Owner of said Certificate, shall execute and deliver a new Certificate of like maturity and principal amount in authorized denominations in exchange and subsfitution 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 he canceled by it and destroyed in accordance with Section 13.08 hereof, and the Trustee shall deliver a certificate of destruction to the City. 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 if an indemnity satisfactory to the Trustee and the Authority shall be given, 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 an appropriate fee for each new Certificate delivered under this Section 2.09 and of the expenses which may be incurred by the Trustee in canying out the duties under this Section 2.09. Any Certificate delivered under the provisions of this Section 2.09 in lieu of any Certificate alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits of this Trust Agreement with a~l other Certificates secured by this Trust Agreement. The Trustee shall not be required to treat both the original Certificate and any substitute Certificate as being Outstanding for the purpose of determining the principal amount of Certificates which may be executed and delivered hereunder or for the purpose of determining any percentage of Certificates Outstanding hereunder; the Trustee shall consider only the substitute Certificate as Outstanding for such purpose. Notwithstanding any other provision of this Section 2.09, in lieu of delivering a new Certificate which has been mutilated, lost, destroyed or stolen, and which has matured, the Trustee may make payment with respect to such Certificate upon receipt of indemnity satisfactory to the Trustee. Section 2.10. Payment, Except as otherwise provided herein, payment of interest due with respect to any Certificate on any Interest Payment Date shall be made to the person appearing on the Registration Books as the Owner thereof as of the Regular Record Date immediately preceding such Interest Payment Date, such interest to be paid by check mailed on the Interest Payment Date by first class mail to such Owner at his address as it appears on the Registration Books as of such Regular Record Date or. upon written request filed with the Trustee prior to the Regular Record Date by an Owner of at least $1,000,000 in aggregate principal amount of Certificates, by wire transfer in immediately available funds to an account in the continental United States designated by such Owner in such written request. Any such written request shall remain in effect until rescinded in writing by the Owner. The principal and redemption pdce with respect to the Certificates at matudty or upon prior redemption shall be payable by check denominated in lawful money of the United States of America upon surrender of the Certificates at the Principal Corporate Trust Office. Section 2.11. Execution of Documents and Proof of Ownership. Any request, direction, consent, revocation of consent, or other instrument in writing required or permitted by this Trust Agreement to be signed or executed by Certificate Owners may be in any number of concurrent instruments of similar tenor, and may be signed or executed by such Owners in person or by -5- their attorneys or agents appointed by an instrument in writing for that purpose, or by any bank, trust company or other depository for such Certificates. Proof of the execution of any such instrument, or of any instrument appointing any such attorney or agent, and of the holding and ownership of Certificates shall be sufficient for any purpose of this Trust Agreement (except as otherwise herein provided), if made in the following manner: (a) The fact and date of the execution by any Owner or his attorney or agent of any such instrument and of any instrument appointing any such attorney or agent, may be proved by a certificate, which need not be acknowledged or verified, of an officer of any bank or trust company located within the United States of America, or of any notary public, or other officer authorized to take acknowledgments of deeds to be recorded in such jurisdictions, that the persons signing such instruments acknowledged before him the execution thereof. Where any such instrument is executed by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such certificate shall also constitute sufficient proof of the authority of such officer or member. (b) The fact of the holding of Certificates by any Owner and the amount, the maturity and the numbers of such Certificates and the date of his holding the same may be proved by reference to the Certificate Register maintained by the Trustee provided for in Section 2.12 hereof. The Trustee may conclusively assume that such ownership continues until transfer as provided in Section 2.08(a) hereof. Nothing contained in this Article II shall be construed as limiting the Trustee to such proof, it being intended that the Trustee may accept any other evidence of the matters herein stated which the Trustee may deem sufficient. Any request or consent of the Owner of any Certificate shall bind every future Owner of the same Certificate in respect of anything done or suffered to be done by the Trustee in pursuance of such request or consent. Section 2,12. Certificate Register. The Trustee will keep or cause to be kept. at the Principal Corporate Trust Office, sufficient books for the registration and transfer of the Certificates which shall be open at all reasonable times with reasonable prior notice during normal business hours of the Trustee to inspection by the City and the Authority; 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 aa hereinbefore provided. Section 2.13. CUSIP Numbers. The Trustee. the City and the Authority shall not be liable for any defect or inaccuracy in the CUSIP number that appears on any Certificate or in any redemption notice. The Trustee may, in its discretion, include in any redemption notice a slatement to the effect that the CUSIP numbers on the Certificates have been assigned by an independent service and are included in such notice solely for the convenience of the Owners and that neither the Trustee, the Cily nor the Authority shall be liable for any inaccuracies in such numbers. Section 2.14. Use of Depository, Notwithstanding any provision of this Trust Agreement to the contrary: (a) At the request of the Original Purchaser, each maturity of the Certificates shall be initially executed and delivered registered in the name of "Cede & CO.," as nominee of The Depository Trust Company, the depository designated by the Original Purchaser, and shall be evidenced by one Certificate matudng on each of the maturity dates set forth in Section 2.03 hereof to be in a denomination corresponding to the total principal therein designated to mature on such date. Registered ownership of such Certificates. or any portions thereof, may not thereafter be transferred except: -6- (i) to any successor of The Depository Trust Company or its nominee, or of any substitute depository designated pursuant to paragraph (ii) of this subsection (a) ("substitute depository"); provided that any successor of The Depository Trust Company or substitute depository shall be qualified under any applicable laws to provide the service proposed to be provided by it; (ii) to any substitute depository designated in a written request of the City, upon (i) the resignation of The Depository Trust Company or its successor (er any substitute depository or its successor) from its functions as depository or (ii) a determination by the City that The Depository Trust Company or its successor is no longer able to carry out its functions as depository; provided that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) to any person as provided below, upon (A) the resignation Depository Trust Company or its successor (or any substitute depository successor) from its functions as depository or (B) a determination by the City that The Depository Trust Company or its successor is no longer able to carry out its functions as depository; provided that no substitute depository which is not objected to by the City and the Trustee can be obtained. of The or its (b) In the case of any transfer pursuant to paragraph (i) or paragraph (ii) of subsection (a) of this Section 2.14, upon receipt of all Outstanding Certificates by the Trustee, together with a written request of a City Representative to the Trustee. a single new Certificate shall be executed and delivered for each matudty of such Certificate then outstanding, registered in the name of such successor or such substitute depository or their nominees, as the case may be, all as specified in such written request of a City Representative. In the case of any transfer pursuant to paragraph (iii) of subsection (a) of this Section 2.14, upon receipt of all Outstanding Certificates by the Trustee together with a written request of a City Representative, new Certificates shall be executed and delivered in such denominations and registered in the names of such persons as are requested in a written request of the City provided the Trustee shall not be required to deliver such new Certificates within a period less than sixty (60) days from the date of receipt of such a written request of a City Representative. (c) In the case of partial redemption or an advance refunding of any Certificates evidencing all of the principal maturing in a particular year, The Depository Trust Company shall, at the City's expense, deliver the Certificates to the Trustee for cancellation and re- registration to reflect the amounts of such reduction in principal. (d) The City and the Trustee shall be entitled to treat the person in whose name any Certificate is registered as the absolute Owner thereof for all purposes of this Trust Agreement and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the City; and the City and the Trustee shall have no responsibility for transmitting payments to, communication with, notifying or othenNise dealing with any beneficial owners Certificates. Neither the City nor the Trustee will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party including The Depository Company or its successor (or substitute depository or its successor), except fo~ the registered owner of any Certificale. of the Trust (e) So long as all outstanding Certificates are registered in the name of Cede & Co. or its registered assign, the City and the Trustee shall reasonably cooperate with Cede & Co., as sole registered Owner, or its registered assign in effecting payment of the principal and redemption premium, if any, and interest due with respect to the Certificates by arranging for payment in -7- such manner that funds for such payments are properly identified and are made immediately available on the date they are due. (f) So long as all Outstanding Certificates are registered in the name of Cede & Co. or its registered assigns (hereinafter, for purposes of this paragraph (f), the "Owner"): (i) All notices and payments addressed to the Owners shall contain the Certificates' CUSIP numbers. (ii) Notices to the Owner shall be forwarded in the manner set forth in the form of Blanket Issuer Letter of Representations executed by the City and received and accepted by The DepositoPJ Trust Company. Section 2.15. Claims Upon the Municipal Bond Insurance Policy and Payments by and to the Municipal Bond Insurer. (a) If, on the third Business Day pdor to the related scheduled interest Payment Date ("Payment Date") there is not on deposit with the Trustee, after making all transfers and deposits required under this Trust Agreement (following a draw on the Reserve Policy), moneys sufficient to pay the principal and interest with respect to the Certificates due on such Payment Date, the Trustee shall give notice to the Municipal Bond Insurer and to its designated agent (if any) (the "Insurer's Fiscal Agent") by telephone or telecopy of the amount of such deficiency by 12:00 noon, New York City time, on such Business Day. If, on the second Business Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal and interest with respect to the Certificates due on such Payment Date, the Trustee shall make a claim under the Municipal Bond Insurance Policy and give notice to the Municipal Bond Insurer and the Municipal Bond Insurer's Fiscal Agent (if any) by telephone of the amount of such deficiency, and the allccation of such deficiency between the amount required to pay interest with respect to the Certificates and the amount required to pay principal wilh respect to the Certificates, confirmed in writing to the Municipal Bond Insurer and the Municipal Bond Insurer's Fiscal Agent by 12:00 noon, New York City time, on such second Business Day by filling in the form of Notice of Claim and Certificate delivered with the Municipal Bond Insurance Policy. (b) ln the event the claim to be made is for a mandatory sinking fund redemption installment, upon receipt of the moneys due, the Trustee shall execute and deliver to affected Owners who surrender their Certificates a new Certificate or Certificates in an aggregate principal amount equal to the unredeemed portion of the Certificate surrendered. The Trustee shall designate any portion of payment of principal with respect to Certificates paid by the Municipal Bond Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of Certificates registered to the then current Owner, whether DTC or its nominee or otherwise, and shall execute and deliver a replacement Certificate to the Municipal Bond Insurer, registered in the name of Financial Security Assurance Inc., in a principal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Trustee's failure to so designate any payment or execute and deliver any replacement Certificate shall have no effect on the amount of principal or interest payable by the City with respect to any Certificate or tl3e subrogstion rights of the Municipal Bond Insurer. (c) Upon payment of a claim under the Municipal Bond Insurance Policy the Trustee shall establish a separate special purpose trust account for the benefit of Owners referred to herein as the "Policy Payments Account" and over which the Trustee shall have exclusive control and sole right of withdrawaI. The Trustee shall receive any amount paid under the Municipal Bond Insurance Policy in trust on behalf of Owners and shall deposit any such -8- amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made. Such amounls shall be disbursed by the Trustee to Owners in the same manner as principal and interest payments are to be made with respect to the Certificates under the Sections hereof regarding payment of Certificates, It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay principal and interest with respect to the Certificates with other funds available to make such payments. Funds held in the Policy Payments Account shall not be invested by the Trustee and may not be applied to satisfy any costs, expenses or liabilities of the Trustee. Any funds remaining in the Policy Payments Account following an Interest Payment Date shall promptly be remitted to the Municipal Bond Insurer, (d) The Trustee shall keep a complete and accurate record of all funds deposited by the Municipal Bond Insurer into the Policy Payments Account and the allocation of such funds to payment of interest and principal paid in respect of any Certificate, The Municipal Insurer shall have the right to inspect such records at reasonable times upon reasonable notice to the Trustee. Bond (e) The Municipal Bond Insurer shall be entitled to pay principal or interest with respect to the Certificates that shall become Due for Payment (as such term is defined in the Municipal Bond Insurance Policy) but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are defined in the Municipal Bond Insurance Policy) whether or not the Municipal Bond Insurer has received a Notice of Nonpayment (as such term is defined in the Municipal Bond Insurance Policy) or a claim upon the Municipal Bond Insurance Policy. (f) The Municipal Bond Insurer shall, to the extent it makes any payment of principal or interest with respect to the Certificates, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Municipal Bond Insurance Policy. -9- ARTICLE Ill PROJECT FUND; DELIVERY COSTS FUND Section 3.01. Project Fund. The Trustee shall establish a special fund designated as the "Project Fund"; shall keep such fund separate and apart from all other funds and moneys held by the Trustee; and shall administer such fund as provided herein. There shall be deposited in the Project Fund the amounts required to be deposited therein pursuant to Section 2.07(b) hereof and any other funds from time 1o time deposited with the Trustee for such purpose. Section 3.02. Payment of Project Costs. (a) Amounts in the Project Fund shall be disbursed for Project Costs. Disbursements from the Project Fund shall be made by the Trustee upon receipt of a sequentially numbered requisition requesting disbursement executed by a City Representative. Each such requisition shall: (i) set forth the amounts to be disbursed for payment or reimbursement previous payments of Project Costs and the person or persons to whom said amounts are to be disbursed; of (ii) state that the amounts to be disbursed conslitute Project Costs, that said amounts are required to be disbursed pursuant to a contract entered into therefor by or on behalf of the Authority or the City, or were necessarily and reasonably incurred, and that said amounts are not being paid in advance of the time, if any, fixed for payment; (iii) state that no amount set forth in the requisition was included in any requisition requesting disbursement previously filed with the Trustee pursuant to this Section 3.02: (v) state that there has been compliance with Section 5.07 of the Installment Sale Agreement relating to the private business use limitation and the private loan limitation; (vi) state that the amount remaining in the Project Fund, together with interest earnings thereon or deposited therein, will, after payment of the amount set forth in the requisition requesting disbursement, be sufficient to pay all remaining Project Costs as then estimated; (vii) if such requisition relates to disbursement for a construction portion of the 2001 Project, state that (A) insofar as such requisition relates to payment for work, materials, equipment or supplies, such work was actually performed, or such materials, equipment or supplies were actually installed in furtherance of the construction of the 2001 Project or delivered to the appropriate site for such purpose, or delivered for storage orfabricationat a place approved by the City, and (B) that an identified percentage of the 2001 Project has been completed; and (viii) if such requisition relates to payment 1o a contractor, state that no liens have been imposed on the 2001 Project as a result of said construction except liens that have not yet ripened or that would artach by operation of law. (b) Notwithstanding the foregoing, following an Event of Default, (i) draws from the ProjectFundshsllrequirethepriorwrittenconsentoftheMunicipa[ Bond Insurer, and (ii) -10- amounts remaining therein shall be available for the payment of principal and interest respect to the Certificates. vdth (c) The Trustee shall be responsible for the safekeeping and investment (in accordance with Section 7.02 hereof) of the moneys held in the Project Fund and the payment thereof in accordance with this Section 3.02, but the Trustee shall not be responsible for such requisitions Section 3.03, Delivery Costs Fund.~ne Trustee shall establish a special fund designated as the "Delivery Costs Fund"; shall keep such fund separate and apart from all other funds and moneys held by it; and shall administer such fund as provided herein. There shall be deposited in the Delivery Costs Fund the proceeds of sale of the Certificates required to be deposited therein pursuant to Section 2,07(b) hereof and any other funds from time to time deposited with the Trustee for such purpose and idenlified in writing to the Trustee, Section 3.04. Payment of Delivery Costs. (a) The moneys in the Delivery Costs Fund shall be disbursed by the Trustee to pay the Delivery Costs. (b) The Trustee shall disburse moneys in the Deliver./Costs Fund only upon a receipt of a sequentially numbered requisition, with bills, invoices or statements attached, signed by a City Representative setting forth the amounts to be disbursed for payment or reimbursement of Delivery Costs and the name and address of the person or persons to whom said amounts are to be disbursed, stating that the amounts to be disbursed are for Delivery Costs properly chargeable to the Delivery Costs Fund. (c) The Trustee shall be responsible for the safekeeping and investment (in accordance with Section 7.02 hereof) of the moneys held in the Delivery Costs Fund and the payment thereof in accordance with this Section 3.04, but the Trustee shall not be responsible for such requisitions. (d) Upon written notice from a City Representative that all Delivery Costs have been paid, but in no event later than June 1, 2002, the Trustee shall transfer any moneys then remaining in the Delivery Costs Fund to the Project Fund, the Delivery Costs Fund shall be closed and the Trustee shall no longer be obligated to make payments for Delivery Costs. Section 3.05. Transfers of Unexpended Proceeds. The Trustee is hereby directed that all unexbended moneys remaining in the Project Fund and not identified in writing by a City Representative to be required for payment of Project Costs shall, on the date of notification by theCitytotheTrusteeofcompletionoftbe2001Preject, betrensferred to the Installment Paymenl Fund and applied to pay the Installment Payments as the same become due and payable. -11- ARTICLE IV REDEMPTION OF CERTIFICATES Section 4,01. Redemption, (a) Generally. The Certificates shall not be subject to redemption prior to maturity, except in the manner, at the times and in all respects in accordance with the provisions of this Article IV, (b) Optional Redemption . In addition, Certificates maturing on or after October 1, are subject to redemption in whole or in part on any date on or after October 1, , at the principal amount with respect thereto, together with the premium set forth below (expressed as a percentage of the total principal amount redeemed), and accrued interest to the date fixed for redemption from the proceeds of optional Prepayments made by the City pursuant to the Installment Sale Agreement: Redemption Period Premium October 1, through September 30, -- October 1, -- through September 30, -- October 1, and thereafter (C) Mandate,7 Redemption . The Certificates maturing on October 1, , are subject to mandatory redemption on October 1 in each year on and after October 1, , from the principal components of the Installment Payments required to be paid by the City pursuant to the Installment Sale Agreement with respect to each such redemption date, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium, as follows: Mandatory Mandatory Redemption Date Principal Redemption Date Principal (October 1) Amount (October 1) Amount TMatunty In the event that the Trustee shall redeem the Certificates maturing en October 1, in part but not in whole pursuant to subsection (b) of this Section 4.01, the amount of such Certificates to be redeemed in each subsequent year pursuant to this subsection (c) shall be reduced pro rata to correspond to the principal components of the Installment Payments prevailing following such redemption, determined as set forth in Section 4.04(b) of the Installment Sale Agreement. Section 4.02. Selection of Certificates for Redemption. Whenever provision is made in this Trust Agreement (other than pursuant to Section 4.01(c)) for the redemption of Certificates and less than all Outstanding Certificates are called for redemption, the Trustee shall select Certificates for redemption in any order of maturity selected by the City (and if not selected by the City, in inverse order of maturity) and by lot within a maturity. The Trustee shall promptly notify the City and the Authority in writing of the Certificates so selected for redemption. Section 4.03, Notice of Redemption. Notice of any such redemption shall be given by the Trustee on behalf and at the expense of the City by mailing a copy of a redemption notice by first class mail at least thirty (30) days and not more than sixty (60) days pdor to the date fixed for redemption to such Owner of the Certificate or Certificates to be redeemed at the address shown on the Certificate Register maintained by the Trustee; provided, however neither the failure to receive such notice nor any defect in any notice shall affect the sufficiency of the proceedings for the redemption of the Certificates. ,that All notices of redemption shall be dated and shall state: (i) the redemption date, (ii) the redemption price, (iii) if less than all Outstanding Certificates are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Certificates to be redeemed, (iv) that on the redemption date the redemption price will become due and payable with respect to each such Certificate or portion thereof called for redemption, and that interest with respect thereto shall cease to accrue from and after said date, (v) the place where such Certificates are to be surrendered for payment of the redemption price, which place of payment shall be the principal Corporate Trust Office. Prior to the mailing of any redemption notice (other than a redemption notice relating to mandatory redemption pursuant to Section 4.01(c) of this Trust Agreement and other than a redemption notice relating to Certificates that are the subject of an advance refunding), the City shall deposit, or cause to be deposited, with the Trustee an amount of money sufficient to pay the redemption price of all the Certificates or portions of Certificates which are to be redeemed on the applicable redemption date. In the case of a redemption notice relating to mandatory redemption pursuant to Section 4.01(c) of this Trust Agreement and a redemption notice relating te Certificates that are the subject of an advance refunding, the City shall deposit, or cause to be deposited, with the Trustee on or prior to the applicable redemption date, an amount of money sufficient to pay the redemption price of all the Certificates or portions of Certificates which are to be redeemed on such redemption date. Notice of redemption having been given as aforesaid, the Certificates or portions of Certificates so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price) interest with respect to such Certificates or portions of Certificates shall cease to be payable. Upon surrender of such Certificates for redemption in accordance with said notice, such Certificates shall be paid by the Trustee at the redemption price. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Certificate, there shall be executed and delivered for the Owner a new Certificate or Certificates of the same maturity in the amount of the unredeemed principal. All Certificates which have been redeemed shall be canceled by the Trustee, shall not be reissued and shall be destroyed pursuant to Section 13.08. In addition to the foregoing notice, notice shall he given by the Trustee by telecopy, registered, certified or overnight mail, to all Securities Depositories one Business Day prior to the date of mailing of notice to the Owners and to an Information Service on the date such notice is mailed to the Owners, which shall state the information set forth above, but no defect in said notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above. The Trustee shall have no responsibility for a defect in the CUSIP number that appears on any Certificate or in the redemption notice. The redemption notice may provide that the CUSIP numbers have been assigned by an independent service and are included in the notice sotely for the convenience of Certificate Owners and that the Trustee and the City shall not be liable in any way for inaccuracies in said numbers. -13- In the event that the T~ustee shall redeem Certificates in part but not in whole pursuant to Section 4.01(b) hereof, the amount of the Certificates to be redeemed in each subsequent year pursuant to Section 4.01(c) hereof shall be modified or caused to be modified by the City to correspond to the principal components of the Installment Payments payable following such redemption. The Trustee may conclusively rely on a written certificate of the City as to such modification. Section 4.04, Partial Redemption of Certificate. Upon surrender of any Certificate redeemed in part only, the Trustee shall execute and deliver to the Owner thereof, at the expenseoftbeCity, a new Certiflcete or Certificates of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Certificate surrendered and of the same interest rate and the same maturity. Section 4.05. Effect of Notice of Redemption. Notice having been given as aforesaid, and the moneys for the redemption, including interest to the applicable redemption date and premium, if any, having been set aside in the Installment Payment Fund. the Certificates to be redeemed shall become due and payable on said redemption date, and, upon presentation and surrender thereof at the office or offices specified in said notice, said Certificates shall be paid at the unpaid principal amount with respect thereto, plus redemption premium, if any. and any unpaid and accrued interest to said redemp[ion date. If, on said redemption date, moneys for the redemption of all the Certificates to be redeemed, together with interest to said redemption date. shall be held by the Trustee so as to be available therefor on such redemption date. and, if notice of redemption thereof shall have been given as aforesaid, then, from and after said redemption date. interest with respect to the Certificates to be redeemed shall cease to accrue and become payable. If said moneys shall not be so available on said redemption date, interest with respect to such Certificates shall continue to be payable at the same rates as it would have been payable had the Certificates not been called for redemption. All moneys held by or on behalf of the Trustee for the redemption of particular Certificates shall be held in trust for the account of the Owners of the Certificates so to be redeemed. The Trustee shall not be liable for any interest earned on the amounts so held. -14- ARTICLE V INSTALLMENT PAYMENTS; INSTALLMENT PAYMENT FUND Section 5,01. Assignment of Rights in Installment Sale Agreement, The Authority has, pursuant to the Assignment Agreement, transferred, assigned and set over to the Trustee ali of its rights, title and interest in the ~nstallment Sale Agreement (excepting only its rights under Sections 4.08, 6,03 and 8,04 thereot~, including but not limited to all of the Authority's rights to receive and cellect all of the Installment Payments, the Prepayments and all other amounts required to be deposited in the Installment Payment Fund pursuant to the Installment Sale Agreement or pursuant hereto. All Installment Payments, Prepayments and such other amounts which the Authority may at any time be entitled to shall be paid directly to the Trustee and all installment Payments collected or received by the Authority shall be deemed to be held or to have been collected or received by the Authority as agent of the Trustee, Section 5.02. Establishment of Installment Payment Fund. The Trustee shall establish a special fund designated as the "Installment Payment Fund", All moneys at any time deposited by the Trustee in the Installment Payment Fund shall be held by the Trustee in trust for the benefit of the Owners of the Certificates. So long as any Certificates are Outstanding, neither the City nor the Authority shall have any beneficial right or interest in the installment Payment Fund or the moneys deposited therein, except only as provided in this T~ust Agreement, and such moneys shall be used and applied by the Trustee as hereinafter set forth. Section 5.03. Deposits. There shall be deposited in the Installment Payment Fund all Installment Payments and Prepayments received by the Trustee, including any moneys received by the Trustee for deposit therein pursuant to Section 2,07(a) hereof, Sections 4.06 or Article IX of the Installment Sale Agreement, and any other moneys required to be deposited pursuant to the installment Sale Agreement or pursuant to this Trust Agreement. therein Section 5.04. Application of Moneys, All amounts in the Installment Payment Fund shall be used and withdrawn by the Trustee solely for the purpose of payieg principal, interest and redemption premiums (if any) with respect to the Certificates as the same shall become due and payable, in accordance with the provisions of Article II hereof. Section 5.05, Surplus. Any surplus remaining in the Installment Payment Fund after redemption and/or payment of ail Certificates, including premiums and accrued interest (if any) and payment of any applicable fees and expenses to the Trustee, or provision for such redemption or payment having been made to the satisfaction of the Trustee and payment of any amounts owed to the Municipal E~ond Insurer, shall be withdrawn by the Trustee and remitted to the City. -15- ARTICLE VI RESERVE FUND Section 5.01. Establishment of Reserve Fund. The Trustee shall establish a special fund designated as the "Reserve Fund.~ All moneys at any time on deposit in the Reserve Fund shall be held by the T~ustee in trust for the benefit of the Owners of the Cediflcates, and applied solely as provided herein. Section 5.02. Deposit of Reserve Policy. (a) The City shall cause to be provided, through the Municipal Bond Insurer, a Reserve Policy in an amount equal to the Reserve Requirement. Any amounts paid by the Municipal Bond Insurer in respect of the Reserve Policy shall be deposited in the Reserve Fund. The City may substitute moneys for all or part of the amount available to be drawn under the Reserve Policy so long as, at the time of such substitution, the amount on deposit in the Reserve Fund, together with the amount available under the Reserve Policy (taking into account any reduction in the amount available under the Reserve Policy to be made in connection with substitution), shall be at least equal to the Reserve Requirement. The City shall not substitute any credit facility in lieu of all or any portion of moneys on deposit in the Reserve Fund without the prior written consent of the Municipal Bond Insurer so long as the Municipal Bond Insurer is not in defauit in its payment obligations under the Municipa[ Bond insurance Policy. said (b) Amounts available in the Reserve Fund shall be used and withdrawn by the Trustee solely for the purposes set forth in this Section 5.02 Amounts on deposit in the Reserve Fund which were not dedved from payments under the Reserve Policy or any credit facility credited to the Reserve Fund to satisfy a portion of the Reserve Requirement shall be used and withdrawn by the Trustee prior to using and withdrawing any amounts dedved from payments under the Reserve Policy or any such credit facility. In order to accomplish such use and withdrawal of such amounts not derived from payments under the Reserve Policy or any such credit facility, the Trustee shall, as and to the extent necessaP/, liquidate any investments purchased with such amounts, If and to the extent that, in addition to the Reserve Policy, another credit facility is credited to the Reserve Fund to satisfy a portion of the Reserve Requirement. drawings thereunder and under the Reserve Policy, and repayment of expenses with respect thereto, shall be made on a pro*rata basis (calculated by reference to the policy limits available thereunder). If, on any Interest Payment Date, the amount on deposit in the Installment Payment Fund is insufficient to pay the principal or interest due with respect to the Certificates on such Interest Payment Date, the Trustee shall transfer from the Reserve Fund and deposit in the Installment Payment Fund an amount sufficient to make up such deficiency. If on any date which is three (3} Business Days prior to an Interest Payment Date, the amount on deposit in the Installment Payment Fund, together with available moneys in the Reserve Fund, is insufficient to pay the principal and interest due with respect to the Certificates on such Interest Payment Date, the Tcustee shall, no later than 1:00 p.m, New York time on such date three (3) Business Days pdorto such Interest Payment Date, make a claim for payment under the Reserve Policy. in accordance with the provisions thereof, in an amount which, together with other available moneys in the Reserve Fund, will be sufficient to make said deposit in the Installment Payment Fund, Moneys, if any. on deposit in the Reserve Fund shall be withdrawn and applied by the Trustee for the final payment on the Certificates. -16- (c) In the event of any transfer from the Reserve Fund or the making of any claim under the Reserve Policy. the Trustee shall, within five (5) days thereafter, provide written notice to the City of the amount and the date of such transfer or claim. (d) To the extent that proceeds of a payment under the Reserve Policy are applied to the payment of an interest component or principal component represented by a Certificate, the MunicJpal Bond Insurer shall become the Owner of such portion of such Certificate and the right to receive payment of such interest component or principal component and shall be fully subrogated to all of the Owner's rights thereunder to the extent of such payment, including the Owner's rights to payment thereof, To evidence such subrogation (i) in the case of subrogation as to claims for an interest component, the Trustee shall note the Municipal Bond Insurer's rights as subrogee on the registration books maintained by the Trustee, and (ii) in the case of subrogation as to claims for a past principal component, the Trustee shall note the Municipal Bond InsureCs rights as subrogee on the registration books maintained by the Trustee upon surrender of the Certificate representing such principal component by the Owner thereof to the Trustee. (e) If, as a result of the City's non-payment, when due, of all or a portion of a Installment Payment, a claim has been made under the Reserve Policy and the Municipal Bond Insurer has paid such claim, (i) the first of Installment Payments thereafter received from the City under the Installment Sale Agreement and not needed to pay the interest or principal components payable to the Owners (other than the Municipal Bond Insurer) on the next Interest Payment Date, and (ii)the interest payable with respect to such delinquent Installment Payments, calculated at the Late Payment Rate (as provided below), shall be paid to the Municipal Bond Insurer, as the Owner of the Certificates (or portions thereof) representing such delinquent Installment Payment, in repayment of such payment by the Municipal Bond Insurer under the Reserve Policy, unfit such Reserve Policy payment, and the interest thereon, is paid in full. If as a result of the City's non-payment of all or a portion of a Installment Payment (which non-payment is caused by an abatement of rental payments pursuant to the Installment Sale Agreement), a claim has been made on the Reserve Policy and the Municipal Bond Insurer has paid such claim, the Municipal Bond Insurer. as the Owner of the Certificates (or portions thereot) representing such abated installment Payment, shall be entitled to receive, during the extension of the term of the Installment Sale Agreement as provided in the Installment Sale Agreement, any amounts paid in respect of such abated and unpaid Installment Payment. Any such payment by the City pursuant to this Section 5.02 shall be applied first to the interest component of such delinquent Installment Payment due the Municipal Bond Insurer and second to the principal component of such delinquent Installment Payment due the Municipal Bond Insurer. (~ If there are no amounts currently due to the Municipal Bond Insurer with respect to draws under the Reserve Policy and the sum of the amount on deposit in the Reserve Fund, plus the amount available under the Reserve Policy, shall be reduced below the Reserve Requirement, the first of Installment Payments thereafter received from the City under the Installment Sale Agreement and not needed to pay the interest or principal components payable to the Owners on the next interest Payment Date shall be used to increase the amount on deposit in the Reserve Fund to an amount which, when added to the amount available under the Reserve Policy. shall equal the Reserve Requirement. If, as a result of investment losses on funds on deposit in the Reserve Fund, the sum of the amount on deposit in the Reserve Fund, pius the amount available under the Reserve Policy, shall be reduced below the Reserve Requirement. the City shall pay to the Trustee on the next succeeding Installment Payment Date, to the extent that such amounts may be paid as Additional Payment pursuant to the Installment Sale Agreement, for deposit in the Reserve Fund, such amounts as are required to increase the amount on deposit in the Reserve Fund to an amount which, when added to the amount available under the Reserve Policy, is equal to the Reserve Requirement, -17- (g) The City agrees to repay any draws under the Reserve Policy and pay all related reasonable expenses incurred by the Municipal Bond Insurer. Interest shall accrue and be payable on such draws and expenses from the date of payment by the Municipal Bond Insurer at the Late Payment Rate. "Late Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by The Chase Manhattan Bank at its principa~ office in the City of New York, as its prime or base lending rate ("Prime Rate") (any change in such Prime Rate to be effective on the date such change is announced by The Chase Manhattan Bank) plus 3%, and (ii) the then applicable highest rate of interest with respect to the Certificates, and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. tn the event The Chase Manhattan Bank ceases to announce its Pdme Rate publicly, Prime Rate shall be the publicly announced prime or base lending rate of such national bank as the Municipal Bond Insurer shall specify, Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment Rate (collectively, "Policy Costs") shall commence in the first month following each draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate of Policy Costs related to such draw. Amounts in respect of Policy Costs paid to the Municipai Bond Insurer shall be credited first to interest due, then to the expenses due and then to principal due. As and to the extent that payments are made to the Municipal Bond Insurer on account of principal due, the coverage under the Reserve Policy will be increased by a like amount, subject to the terms of the Reserve Policy. All cash and investments in the Reserve Fund shall be applied before any drawing may be made on the Reserve Policy or any other credit facility credited to the Reserve Fund in lieu of cesh(a"QualifledReserveFundCreditlnstrument"),PaymentofanyPolicy Costs shail be made prior to replenishment of any such cash amounts. Draws on all Qualified Reserve Fund Credit Instruments (including the Reserve Policy) on which there is available coverage shall be made on a pro rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve Fund. Payment of Policy Costs and reimbursement of amounts with respect to other Qualified Reserve Fund Credit Instruments shall be made on a pro rata basis prior to replenishment of any cash drawn from the Reserve Fund. (h) if the City shall fail to pay any Policy Costs in accordance with the requirements of this Section 5.02, the Municipal Bond Insurer shall be entitled to exercise any and all legal and equitable remedies available to it. including those provided under the Installment Agreement other than (i) acceleration of the maturity of the Certificates or (ii) remedies which would adversely affect owners of the Certificates. (i) Neither shall the Installment Sate Agreement or this Trust Agreement be discharged until all Policy Costs owing to the Municipal Bond Insurer shall have been paid in full, The City's obligation to pay such amounts shall expressly survive payment in full of the Certificates. (j) The Trustee shall ascertain the necessity for a claim upon the Reserve Policy and shall provide notice to the Municipal Bond Insurer in accordance with the terms of the Reserve Policy at least five business days prior to each date upon which interest or principal is due on the Certificates. Where deposits are required to be made by the City with the Trustee to the Reserve Fund more often than semi-annually, the Trustee shall give notice to the Municipal Bond Insurer of any failure of the City to make timely payment in full of such deposits within two business days of the date due. Sale -18- Section 5.03. Transfers of Excess, Subject to the provisions of Section 8.04, the Trustee shall, on or before each May I and November 1, transfer any moneys in the Reserve Fund then in excess of the applicable Reserve Requirement to the applicable Installment Payment Fund, to be credited to the Installment Payments next coming due and payable. Section 5.04. Transfer TO Make All Installment Payments. If, on any Interest Payment Date, the moneys on deposit in the Reserve Fund and the Installment Payment Fund (excluding amounts required for payment of principal and interest with respect to Certificates presented for payment) are sufficient to pay all Outstanding Certificates, including all principal and interest, the Trustee shall transfer all amounts then on deposit in the Reserve Fund to the Installment Payment Fund to be applied to the payment of the installment Payments on behalf of the City. and such moneys shall be distributed to the Owners of Certificates in accordance with Article II and IV of this Trust Agreement. Any amounts remaining in the Reserve Fund upon payment in full of ail Outstanding Certificates and all amounts due the Trustee hereunder, or upon provision for such payment as provided in Section 14,01, shall be withdrawn by the Trustee and paid to the City. not Section 6.05. Replenishment of Reserve Fund. The City shall maintain or cause to be maintained in the Reserve Fund an amount or a Qualified Reserve Fund Credit Inotrumenl equal to the Reserve Requirement, If, on any date of computation, amounts on hand in the Reserve Fund are less than the Reserve Requirement because of a transfer therefrom made in accordance with Section 6.(33 hereof, or a market valuation discloses a deficiency therein, the City shall pay to the Trustee, within one (1) year from the date of such deficiency if caused by a drawing and within six months from the date of such deficiency if determined on a valuation thereof, from Tax Revenues, an amount necessap/to bring the amounts on deposit in the Reserve Fund to the Reserve Requirement; provided, however, that the period of time permitted herein for the replenishment of the Reserve Fund by the City shall not affect any other provision of this Trust Agreement. -19- ARTICLE VII MONEYS IN FUNDS; INVESTMENT Section 7.01. Held in Trust. The moneys and investments held by the Trustee under this Trust Agreement are irr~in trust for the benefit of the Owners of the Certificates, and for the purposes herein specified, and such moneys, and any income or interest earned thereon, shall be expended only as provided in this Trust Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either the Authority, the Trustee (except as provided in Section 8.03 below) or the City or any Owner of Certificates, or any of them unfit after the Certificates have been paid in full. Section 7.02. Investments Authorized. Moneys held by the Trustee hereunder shall, upon written order of a City Representative received by the Trustee at least two (2) Business Days prior to investment, be invested and reinvested by the Trustee in Permitted Investments, If a City Representative shall fail to so direct investments, the Trustee shall invest the affected moneys in Permitted investments described in paragraph (g) of the definition thereof. Such investments, if registrable, shall be registered in the name of and held by the Trustee or its nominee. The Trustee may purchase or sell to itself or any affiliate, as principal or agent. investments authorized by this Section 7.02. Such investments and reinvestments shall be made giving full consideration to the time at which funds are required to be available. Investments purchased with moneys, if any, on deposit in the Resenre Fund shall have a term not greater than five years; provided, however , Reserve Fund investments in investment agreements may have maturities longer than five (5) years if the Trustee is authorized by the provisions of such investment agreementtodraw the full amount thereof without penaity, if required for the purposes of the Reserve Fund. Investments, if registrable, shall be registered in the name of and heid by the Trustee or its nominee. The Trustee may purchase or sell to itself or any affiliate, as principal or agent, investmerlts authorized by this Section 7.02. Such investments and reinvestments shall be made giving full consideration to the time at which funds are required to be available. The Trustee or any of its affiliates may act as principal or agent in the making or disposing of any investment. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with this Article VII. The Trustee shall be entitled to rely conclusively upon the written instructions of a City Representative directing investments as to the fact that each investment is permitted by the laws of the State and constitutes a Permitted Investment hereunder, and the Trustee shall not be required to make further investigation with respect thereto. To the extent that any of the requirements concerning any Permitted Investment embodies a legal conclusion, the Trustee shall be entitled to conclusively rely upon a certificate from the appropriate party or an opinion of counsel to such party that such requirement has been met. The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City the right to receive brokerage confirmations of security transactions as they occur, the City specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the City periodic cash transaction statements which include detail for all investment transactions made by the Trustee hereunder, Section 7.03. Accounting. The Trustee shall furnish to the City a monthly accounting in statement form of all investments, transactions and disbursements made by the Trustee. The Trustee may commingle, at its sole discretion, any of the funds held by it pursuant to this Trust 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 seperateiy notwithstanding such commingling by the Trustee. -20- Section 7.04. Allocation of Earnings. All interest or income received by the Trustee on investment of the Installment Payment Fund shall be retained in the Installment Payment Fund and be applied as a credit against Installment Payments. All interest or income received by the Trustee on investment of the Reserve Fund shall be retained in the Reserve Fund in the event that amounts an deposit in the Reserve Fund are less than the Reserve Requirement. In the event that amounts then on deposit in the Reserve Fund equal or exceed the Reserve Requirement. such excesa shall be transferred to the installment Payment Fund and be applied as a credit against installment Payments. All interest or income in the Delivery Costs Fund shall be retained in the Delivery Costs Fund until the Delivery Costs Fund is closed pursuant to Section 3.04 hereof, All interesl or income in the Project Fund shall be retained in the Project Fund until the Project Fund is closed pursuant to Section 3.05 hereof. Section 7.05. Acquisition, Disposition and Valuation of investments. (a) Except as otherwise provided in subsection (b) of this Section 7.05~ the City covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Trust Agreement, or otherwiae containing gross proceeds of the Certificates (within the meaning of section 148 of the Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by this T~Jst Agreement or the Code) at Fair Market Value. (b) Investments in funds or accounts (or portions thereat) that are subject to a yield restriction under applicable provisions of the Code and so identified in a certificate executed by the City to the Trustee and (unless valuation is undertaken at least annually) investments in the Reserve Fund shall be valued at their present value (within the meaning of section 148 of the Code) . -21- ARTICLE VIII THE TRUSTEE Section 8.01. Appointment of Trustee. The Trustee is hereby appointed trustee, registrar and paying agent by the Authority and the City for the purpose of receiving all moneys required to be deposited wffh the Trustee hereunder and to allocate, use and apply the same as provided in this Trust Agreement. The Authority and the City agree that they will maintain a Trustee which shall be a corporation or association organized and doing business under the laws of any state of the United States of Amedca or the City of Columbia or under federal law of the United States, 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 seventy- five million dollars ($75,000,000), and subject to supervision or examination by federal or State authority, so long as any Certificates are Outstanding, and acceptable to the Municipal Bond Insurer. If such corporation or association 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 purpose of this Section 8.01. the combined capital and surplus of such 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 Section 8.01, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The Trustee is hereby authorized to pay the Certificates when duly presented payment at maturity, or on redemption and to cancel all Certificates upon payment thereof. The Trustee shall keep records in accordance with industry standards of all funds administered by it and of all Certificates paid and discharged. The Trustee shall be compensated for its services rendered pursuant to the provisions of this Trust Agreement. for Section 8.02. Acceptance of Trusts. The Trustee hereby accepts the trusts imposed upon it by this Trust Agreement and agrees to pertorm said trusts, but only upon and subject to the following express terms and conditions: The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement and no implied duties or obligations, fiduciary or othe~V~se, shall be read into this Trust Agreement against the Trustee, in case an Event of Default has occurred (which has not been cured or waived) the Trustee may exercise such of the rights and powers vested in it by this Trust Agreement and shall 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 such person's own affairs. No provision in this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Trustee shall be entitled to interest on any amounts advanced at its or of its affiliates' prime rate then in effect plus two percent (2%). The Trustee may execute any of the trusts or powers hereof and pedorm the duties required of it hereunder either directly or by or through attorneys or agents and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder. The Trustee shall not be liable for any action taken or not taken in reliance upon the opinion or advice of counsel. -22- The Trustee shall not be responsible for any recgal herein, in the Assignment Agreement or in the Certificates, or for any of the supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Certificates delivered hereunder or intended to be secured hereby and the Trustee shall not be bound to ascertain or inquire as to the observance or performance of any covenants, conditions or agreements on the part of the Authority or the City hereunder or under the Installment Sale Agreement, The Trustee shall not be accountable for the use of any Certificates delivered hereunder or the proceeds thereof. The Trustee, in its individual or any other capacity, may become the Owner or pledgee of Certificates secured hereby with the same rights which it would have if it were not the Trustee; may acquire and dispose of other bonds or evidence of indebtedness of the Citywith the same dghts it would have if it were not the Trustee; and may act as a depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Certificates, whether or not such committee sha[l represent the Owners of the majority in principal amount of the Certificates then Outstanding. Intheabsenceofbadfaith on its part, the Trustee shall be protected in acting or refraining from acting upon any notice, request, consent, requisition, Written Certificate, order, affidavit, letter, telegram or other paper or document, whether received by mail, telecopy or personal delivery, reasonably believed by it to be genuine and to have been signed or sent by the proper person or persons. Any acfiee taken or omitted to be taken by the Trustee in good faith pursuant to this Trust Agreement upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of any Certificate, shall be conclusive and binding upon all future Owners of the same Certificate and upon Certificates executed and delivered in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Certificate or to take any action at his request un[ess such Certificate shall be deposited with the Trustee or satisfactory evidence of the ownership of such Certificate in accordance with the terms of this Trust Agreement shall be furnished to the Trustee. As to the existence or nomexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a Written Certificate signed by a Authority Representative or a City Representative or any officer of the Municipal Bond Insurer as sufficient evidence of the facts therein contained and except during the existence of an Event of Default of which the Trustee has been given notice or is deemed to have notice as provided in Section 8.02, shall also be at liberty to accept a similar Written Certificate to the effect that any particular dealing, transaction or action is necessary or expedient, The Trustee may accept a Wdffen Certificate of an Authority Representative or a City Representative to the effect that an authorization in the form therein set forth has been adopted by the Authority or the City, as the case may be, as conclusive evidence that such authorization has been duly adopted, and is in fMII force and effect. The permissive dght of the Trustee to do things enumerated in this Trust Agreement shalt not be construed as a duty and it shall not be answerable for other than its negligence or willful mi.sconduct. TheimmunitiesandexceptionsfromliabilityoftheTrustee shall extend to ils officers, directors, employees, agents and attorneys. The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default hereunder except failure by the City to make any of the Installment Payments to the Trustee required to be made by the City pursuant to the Installment Sale Agreement, unless the Trustee shall be specificaily notified in writing of such default by the Authority, the City or by the Owners of at least twenty-five percent (25%) in aggregate principal amount of Certificates then Outstanding and all notices or other instruments required by this Trust Agreement to be -23. delivered to the Trustee must, in order to be effective, be delivered at the Principal Corporate Trust Office, and in the absence of such notice so delivered the Trustee may conclusively assume there is no Event of Default except as aforesaid. The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. Notwithstanding anything elsewhere in this Trust Agreement with respect to the execution of any Certificates, the withdrawal of any cash, the release of any pmberty, or any action whatsoever within the purview of this Trust Agreement, the Trustee shall have the right. but shall not be required, to demand any showings, Written Certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action, by the Trustee deemed desirable for the purpose of establishing the right of the City to the withdrawal of any cash, or the taking of any other action by the Trustee. All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. TheTrustee shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it in accordance with Article VII of this Trust Agreement. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Municipal Bond Insurer or the Owners of a majority in aggregate principal amount of the Outstanding Certificates 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 Trust Agreement. Before taking any action under Article Xll hereof or this Section 8.02 at the request or direction of the Municipal Bond Insurer or the Certificate Owners, the Trustee may require that an indemnity bond satisfactory to it for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its own negligence or willful misconduct in connection with any action so taken. Befere being required to take any action, the Trustee may require an opinion of Independent Counsel acceptable to the Trustee, which counsel may be counsel to any of the parties hereto, or a verified Written Certificate of any party hereto, or both, concerning the proposed action. If it does so in good faith, the Trustee shall be absolutely protected in relying thereon. Under no circumstances shall the Trustee be liable in its obligations evidenced by the Certificates. individual capacity for the The Trustee shall not be accountable for the use or application by the City or the Authority or any other party of any funds which the Trustee has released in accordance with the terms of this Trust Agreement. 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 City or the Authedty 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 Sale Agreement or this Trust Agreement for the existence, furnishing or use of the Project. -24- The Trustee makes no representations as to the validity or sufficiency of the Certificates and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Certificates assigned to or imposed upon it. The Trustee shall not be responsible for the validity or sufficiency of the Installment Sale Agreement or the assignment under the Assignment Agreement, the sufficiency of this Trust Agreement or the creation or perfection of any secudty interest purported to be created by this Trust Agreement or the Installment Sale Agreement. The Trustee shall not be liable for the sufficiency or collection of any installment Payments or other moneys required to be paid to it or to the Owners under the Installment Sale Agreement (except as provided in this Trust Agreement), its right to receive moneys pursuant to the Installment Sale Agreement, or the value of or title to the premises upon which the Project is located or the Project. The Trustee makes no representations and shall have no responsibility for any official statement or other offering material prepared or distributed with respect to the Certificates. 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, the Municipal Bond Insurer and the City or the Authority having any claim against the arising from this Trust Agreement shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein. The Trustee shall not be personally liable, in case of entry by it, the Municipal Bond Insurer or the Authority upon the Project, for debts contracted or liabilities or damages incurred in the management or operation of the Project by the Municipal Bond Insurer, the Authority or it. Trustee Whether or not therein expressly so provided, ever~ provision of this Trust Agreement, the Installment Sale Agreement and the Assignment Agreement relating to the conduct or affecting the liability of the Trustee shall be subject to the provisions of this Article VIII. The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Ceffi§cates. The Trustee is hereby authorized and directed to execute the Assignment Agreement in its capacity as Trustee. Section 8.03. Fees, Charges and Expenses of Trustee. The Trustee shall be entitled to payment and reimbursement for reasonable fees for its services rendered hereunder and all advances, counsel fees and expenses (including the allocated costs of in-house counsel) and other expenses reasonably and necessarily made or incurred by the Trustee in connection with such services, which compensation shall not be ~imited by any provision of law in regard to the compensation of a trustee of an express trust, and the Trustee shall have a first and prior lien on the funds held hereunder to secure the same. The Trustee's dghts hereunder, including its rights under Section 11.03 hereof, shall survive its resignation or removal and final payment of the Certificates. Section 8.04. Notice to Certificate Owners of Default. If an Event of Default occurs of which the Trustee has been given or is deemed to have notlce pursuant to Section 8.02, then the Trustee shall, within ninety (90) days of the occurrence thereof, give written notice thereof by grst class mail to the Owner of each Certificate, unless such Event of Default shall have been cured before the giving of such notice, Section 8.05, Intervention by Trustee. In any judicial proceeding to which the Authority or the City is a party which, in the opinion of the Trustee and its counsel, has a substantial -25- bearing on the interests of Owners of the Certificates, the Trustee may intervene on behalf of the Certificate Owners, and shall do so if requested in writing by the Owners of at least twenty*five percent (25%) of the aggregate principal amount of Certificates then Outstanding, provided the Trustee shalt have no duty to take such action unless it has been indemnified to its satisfaction against all risk or liability arising from such action. Section 8.06. Removal of Trustee. Upon thirty (30) days' written notice, the City (so long as no Event of Default shall have occurred and be continuing) or the Owners of at least a majorityoftheaggregateprincipal amount of Certificates then Outstanding may, with the consent of the Authority, remove the Trustee initially appointed, and any successor thereto, by an instrument or concurrent instruments in writing delivered to the Trustee and the Authority, and may appoint a successor or successors thereto; provided that any such successor shall be a corporation or association meeting the requirements set forth in Section 8.01 hereof. The Trustee may be removed at any time, at the request of the Municipal Bond Insurer with the consenl of the City, for any breach of the trust set forth herein and by the Municipal Bond Insurer, without the consent of the City, following an Event of Default hereunder. Section 8.07. Resignation by Trustee. The Trustee and any successor Trustee may, at any time, resign by giving thirty (30) days' written notice by registered or certified mail to the City and the Authority. Section 8.08. Appointment of Successor Trustee. In the event of the removal or resignation of the Trustee pursuant to Sections 8.06 or 8.07 hereof, the City shall promptly appoint a successor Trustee. [n the event the City shall, for any reason whatsoever, fail to appoint a successor Trustee within thirty (30) days following the delivery to the Trustee of the instrument described in Section 8,06 hereof or within thirty (30) days foliowing the receipt of notice by the City pursuant to Section 8.07 hereof, the Trustee may apply to a court of competent jurisdiction at the expense of the City for the appointment of a successor Trustee meeting the requirements of Section 8.01 hereof. Any such successor Trustee appointed by such court shall become the successor Trustee hereunder notwithstanding any action by the City purporting to appoint a successor T~ustee following the expiration of such thirty (30) day period. The resignation or removal of the Trustee shali not become effective until the appointment and acceptance of the successor Trustee pursuant to Section 8.10 below. Notwithstanding any other provision of this Trust Agreement, no removal, resignation or termination of the Trustee shall take effect until a successor, reasonably acceptable to the Municipal Bond Insurer. shall be appointed. Section 8.09. Merger or Consolidation. Any company or association into which the Trustee may be merged or converted or with which it may be consolidated or any company resutting from any merger, conversion or consolidation to which it shall be a party or any company or association to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided that such company or association shall be eligible under Section 8.01 hereof, shall be the successor to the Trustee and vested with ail of the title to the trust estate and all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or further act, anything herein t(3 the contrary notwithstanding. Section 8.10. Concerning any Successor Trustee. Every suceessor Trustee appointed hereunder shall execute, acknowledge and deliver to its or his predecessor and also the Authority and the City an instrument in writing accepting such appointment hereunder and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its *26- predecessors; but such predecessor shall, nevertheless, on the written request of the City. or of its successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shah deliver all secudfies and moneys held by it as the Trustee hereunder to its successor. Upon such acceptance, the City shah mail, or cause the mailing of. notice thereof to the Certificate Owners at their respective addresses set forth on the Certificate Register. Should any instrument in writing from the City be required by any successor Trustee for more fulty and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the City. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all other instruments provided for in this Article VIII, shall be filed or recorded by the successor Trustee in each recording office where the Assignment Agreement shall have been filed or recorded, if applicable. The Trustee may be removed at any time, upon thirty (30) days' written notice, at the request of the Municipal Bond Insurer with the consent of the City, for any breach of the trust set forth herein, the Municipal Bond Insurer shall receive prior written notice of any Trustee resignation. Notwithstanding any other provision of this Trust Agreement, no removal, resignation or termination of the Trustee shall take effect until a successor, acceptable to the Municipal Bond Insurer, shall be appointed. -27- ARTICLE IX MODIFICATION OR AMENDMENT OF AGREEMENTS Section 9.01. Amendments Permitted. This Trust Agreement and the rights and obligations of the Owners of the Certificates and the Installment Sale Agreement and the rights and obligations of the parties thereto, may be modified or amended at any time by a supplemental agreement which shall become effective when the written consent of the Municipal Bond Insurer and the Owners of at least sixty percent (60%) in aggregate principal amount of the Certificates then Outstanding, exclusive of Certificates disqualified as provided in Section 9.03, shall have been filed with the Trustee. No such modification or amendment shall (1) extend or have the effect of extending the fixed maturity of any Certificate or reducing the interest rate with respect thereto or extending the time of payment of interest, or reducing the amount of principal thereof or reducing any premium payable upon the redemption thereof, without the express consent of the Owner of such Certificate, or (2) reduce or have the effect of reducing the percentage of Certificates required for the affirmative vote or written consent to an amendment or modification of the installment Sale Agreement, or (3) modify any of the rights or obligations of the Trustee without its written assent thereto. Any such supplemental agreement shall become effective as provided in Section 9.02. This Trust Agreement and the rights and obligations of the Owners of the Certificates and the Installment Sale Agreement and the rights and obligations of the respective parties thereto, may, with the consent of the Municipal Bond insurer, be modified or amended at any time by a supplemental agreement, without the consent of any such Owners, but only to the extent permitted by law and only (1) to add to the covenants and agreements of the Authority or the City, (2) to cure, correct or supplement any ambiguous or defective provision contained herein or therein and which shall not, in the opinion of nationally recognized bond counsel, adversely affect the interests of the Owners of the Certificates, (3) in regard to questions arising hereunder or thereunder, as the par~ies hereto or thereto may deem necessary or desirable and which shall not, in the opinion of nationally recognized bond counsel, adversely affect the interests of the Owners of the Certificates; (4) to make such additions, deletioes or modifications as may be necessary or appropriate in the opinion of bond counsel to assure the exclusion from gross income for federal income tax purposes of the interest component of Installment Payments and the interest payable with respect to the Certificates, (5) to add to the rights of the Trustee, or (6) to maintain the rating or ratings assigned to the Certificates. Any such supplemental agreement shall become effective upon execution and delivery by the parties hereto or thereto, as the case may be. This Trust Agreement and the Installment Sale Agreement may not be modified amended at any time by a supplemental agreement which would modify any of the rights and obligations of the Trustee without its written assent thereto. or The Trustee may require an opinion of Independent Counsel that any amendment entered into hereunder complies with the provisions of this Article IX and the Trustee may rely conclusively on such opinion. Section 9.02. Procedure for Amendment with Written Consent of Certificate Owners. This Trust Agreement or the Installment Sale Agreement may be amended by supplemental agreement as provided in this Section 9.02 in the event the consent of the Owners of the Certificates is required pursuant to Section 9.01. A copy of such supplemental agreement, together with a request to the Certificate Owners for their consent thereto, shall be mailed by the Trustee to the Owner of each Certificate at his address as set forth in the Certificate Register, °28~ butfailuretomailcopiesofsuchsupplemental agreement and request shall not affect the validity of the supplemental agreement when assented to as provided in this Section 9.02. Such supplemental agreement shail not become effective unless there shall be filed with the Trustee the written consent of the Owners of at least sixty percent (60%) in aggregate principal amount of the Certificates then Outstanding (exclusive of Certificates disqualified as provided in Section 9.03) and a notice shall have been mailed as hereinafter provided in this Section 9.02. Each such consent shall be effective only if accompanied by proof of ownership of the Certificates for which such consent is given, which proof shall be such as is permitted by Section 2.11. Any such consent shall be binding upon the Owner of the Certificate 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 within five (5) Business Days of the date when the notice of consent hereinafter in this Section 9.02 provided for has been mailed. Any revocation received by the Trustee later than five (5) Business Days after such notice has been mailed shall be of no force and effect. After the Owners of the required percentage of Certificates shall have filed their consents to such supplemental agreement, the Trustee shall mail a notice to the Owners of the Certificates in the manner hereinbefore provided in this Section 9.02 for the mailing of such supplemental agreement at the notice of adoption thereof, stating in substance that such supplemental agreement has been consented to by the Owners of the required percentage of Certificates and will be effective as provided in this Section 9.02 (but failure to mail copies of said notice shall not affect the validity of such supplementat agreement or consents thereto). A record, consisting of the papers required by this Section 9.02 to be filed with the Trustee, shall be conclusive proof of the matters therein stated until the contrary is proved, Such supplemental agreement shall be deemed conclusively binding upon the parties hereto and the Owners of all Certificates at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty (60) day period. Section 9.03. Disqualified Cedificates. Certificates owned or held by or for the account of the City or by any person directly or indirectly controlled or controlled by, or under direct or indirect common control with the City (except any Certificates held in any pension or retirement fund) shall not be deemed Outstanding for the purpose of any vote, consent, waiver or other action or any calculation of Outstanding Certificates provided for in this Trust Agreement, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Trust Agreement; provided, however . that the Trustee shall not be liable for determining whether Certificates are owned or held by the City or any such other person unless such Certificates are registered in the name of the City or such other person on the Registration Books. Section 9.04. Effect of Supplemental Agreement. From and after the time any supplemental agreement becomes effective pursuant to this Article tX, this Trust Agreement or the Installment Sale Agreement, as the case may be, shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners of Certificates Outstanding shall thereafter be determined. exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any supplemental agreement shall be deemed to be part of the terms and conditions of this Trust Agreement or the Installment Sale Agreement. as the case may be, for any and all purposes. The City may adopt appropriate regulations to require each Certificate Owner, before his consent provided for in this Article IX shall be deemed effective, to reveal the Certificates as to which such consent is given are disqualified as provided in Section 9.03. Section 9.05. Endorsement or Replacement of Certificates Delivered After Amendments. The City may determine that Certificates delivered after the effective date of any action taken as provided in this Article IX shall bear a notation, by endorsement or otherwise, in form approved by the Trustee, as to such action. In that case, upon demand of the Owner of any Certificate Outstanding at such effective date and presentation of his Certificate for the purpose at the Principal Corporate Trust Office, a suitable notation shall be made on such Certificate. The City may determine that new Certificates, so modified as in the opinion of the City is necessapj to conform to such Certificate Owners' action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Certificate then Outstanding, such new Certificate shall be exchanged in the Principal Corporate Trust Office, without cost to such Owner, for a Certificate of the same character then Outstanding. upon surrender of such Certificate. Section 9.06. Amendatory Endorsement of Certificates. The provisions of this Article IX shall not prevent any Certificate Owner from accepting any amendment as to the particular Certificates held by him, provided that due notification thereof is made on such Certificates. ARTICLE X COVENANTS Section 10.01. Compliance Wdh and Enforcement of Instaliment Sale Agreement The City and the Authority covenant and agree with the Owners of the Cediflcates to perform all obligations and duties imposed on them under the Installment Sale Agreement and this Trust Agreement. The City or the Authority, immediately upon receiving or giving any notice or communication or other document in any way relating to or affecting their respective interests in the Project which may or can in any manner affect such interest, will deliver the same, or a copy thereof, to the Trustee. The City will not 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, wauld or might be a ground for cancellation or termination of the installment Sale Agreement by the Authority thereunder, The Authority and the City, immediately upon receiving or giving any notice, communication or other document in any way relating to or affecting their respective estates, or either of them, in the Property, which may or can in any manner affect such estate of the City or the Authority, will deliver the same, or a copy thereof, to the Trustee and the Municipal Bond Insurer. Section 10.02. Payment of Taxes. The City will subject to any right of challenge thereof, pay or cause to be paid all taxes, assessments and other governmental charges, if any, that may be levied, assessed or charged upon the Project or any part thereof, promptly as and when the same shall become due and payable; and the City witl keep the Trustee advised in writing of such payments. The City will not suffer the Project, or any part thereof, to be sold for any taxes, assessments or other charges whatsoever, or to be forfeited therefor, Section 10.03. Observance of Laws and Regulations. The City will well and truly keep, observe and pedorm all valid and lawful obligations or regulations now or hereafter imposed on it with respect to the Project by contract, or prescribed by any law of the United States, or of the State, or by any officer, board or commission 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 City with respect to the Project to the end that such rights, privileges and franchises shall be maintained and preserved, and shalJ not become abandoned, forfeited or in any manner impaired. Section 10.04. Prosecution and Defense of Suits. The City shall promptly, upon request of the Trustee or any Certificate Owner holding at least 25% in principal amount of the Certificates from time to time, take such action as may be necessary or proper to remedy or cure any defect in or ctoud upon the title to the Project, whether now existing or hereafter developing and shall, to the extent permitted by law, prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall indemnify and save the Trustee and every Certificate 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, Section 10.05. Further Assurances. The Authority, the City and the Trustee (at the COst and request of the City or the Authority) will make, execute and deliver any and all such further resolutions, instruments end assurances as may be reasonably necessary or proper to car~ out -31- the intention or to facilitate the performance of this Trust Agreement. and for the better assuring and confirming unto the Owners of the Certificates the rights and benefits provided herein, Section 10,06. Filing, The City shall be responsible for the filing of any supplemental instruments or documents of further assurance as may be required by law in order to perfect or renew the security interests created by this Trust Agreement. Neither the Trustee nor the Authority shall be responsible for such filing. Section 10.07. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificates. Notwithstanding any other provision of this Trust Agreement, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Trustee, at the written direction of any Participating Underwriter or the holders of at least 25% aggregate principal amount of Outstanding Certificates, shall, but only to the extent moneys or other indemnity, satisfactory to the Trustee, has been furnished tn the Trustee to hold it harmless from any loss, costs, liability or expense, including fees and expenses of its attorneys and any additional fees of the Trustee er any holder or beneficial owner of the Certificates may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order. Section 10.08. No Arbitrage. The City shall not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the proceeds of the Certificates which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Certificates or the Installment Sale Agreement to be "arbitrage bonds" within the meaning of section 148 of the Code. Section 10.09. Maintenance of Tax-Exemption. The City shall take all actions necessary to assure the exclusion of interest with respect to the Certificates from the gross income of the Owners of the Certificates to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the Closing Date. -32- ARTICLE Xl LIMITATION OF LIABILITY Section 11.01. Limited Liability of City. Except for the payment of Installment Payments and Prepayments when due in accordance with the Installment Sale Agreement performance of the other covenants and agreements of the City contained in said Agreement, the City shall have no pecuniary obligation or liability to any of the other parties or to the Owners of the Certificates with respect to Ibis T~ust Agreement or the terms, execution, delivery or transfer of the Certificates, or the distribution of Installment Payments to the Owners by the Trustee except as expressly set forth herein. Section 11.02. No Liability of the Authority for Trustee Performance. Neither the City nor the Authority shall have any obligation or liability to the other party or to the Owners of the Certificates with respect to the performance by the Trustee of any duty imposed Trustee under this Trust Agreement. and the upon the Section 11.03, Indemnification of Trustee. The City shall to the extent permitted by law indemnify and save the Trustee, its officers, employees, directors and agents harmless from and against all claims, losses, costs, expenses, liability and damages, including legal fees and expenses (including ailocated costs of in-house counsel), arising out of (i) the use, maintenance, condition or management of. or from any work or thing done on, the Project by the Authority or the City, (ii) any breach or default on the part of the Authority or the City in the performance of any of their respective obligations under the Installment Sale Agreement, this Trust Agreement and any other agreement made and entered into for purposes of the Project, (iii) any act of the Authority or the City or of any of their respective agents, contractors, servants, employees or licensees with respect to the Project. (iv) any act of any assignee of, or purchaser from the Authority or the City or of any of its or their respective agents, contractors, servants, employees or licensees with respect to the Project, (v) the acquisition, construction, installation and equipping of the 2001 Project or the authorization of payment of Project Costs or Delivery Costs, (vi) the actions of any other party, including but not limited to the ownership, operation or use of the Project by the Authority or the City. (vii) the Trustee's exercise and pedormance of its powers and duties hereunder or pursuant to the Assignment Agreement and the Installment Sale Agreement, (viii) the offering and sale of the Certificates, or (ix) 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 the light of the circumstances under which they were made, not misleading, in any official statement or other offering document utilized in connection with the sale of the Certificates. NO indemnification will be made under this Section 11.03 or elsewhere in this Trust Agreement for willful misconduct or negligence under this Trust AgreementbytheTrustee, its officers or employees. The City's obligations hereunder shall remain valid and binding notwithstanding maturity and payment of the Cedificates or resignation or removal of the Trustee. Section 11.04. Limitation of Rights to Parties and Certificate Owners. Nothing in this Trust Agreement or in the Certificates expressed or implied is intended or shall be construed to give any person other than the City, the Authority, the Trustee. the Municipal Bond Insurer, and the Owners of the Certificates, any legal or equitable right, remedy or claim under or in respect of this Trust Agreement or any covenant, condition or provision hereof; and all such covenants, conditions and provisions are and shall be for the sole and exclusive benefit of the City, the Authority, the Trustee, the Municipal Bond Insurer and said Owners. -33- ARTICLE Xll EVENTS OF DEFAULT AND REMEDIES OF CERTIFICATE OWNERS Section 12.01. Assignment of Rights. Pursuant to the Assignment Agreement. the Authority transfers, assigns and sets over to the Trustee all of the Authority's rights under the Installment Sale Agreement (excepting only the Authodty's rights under Sections 4.08, 6.03 and 8.04 thereo0, including without limitation the Authority's rights to exercise such rights and remedies conferred on the Authority pursuant to the Installment Sale Agreement as may be necessary or convenient (i) to enforce payment of the Installment Payments, Prepayments and any other amounts required to be deposited in the Instatlment Payment Fund, and (ii) otherwise to exercise the Acthority's rights and take any action to protect the interests of the Trustee or the Cedificate Owners in an Event of Default. Section 12.02. Remedies. If an Event of Default shall happen, then and in each and every such case during the continuance of such Event of Default, the Trustee may, w~th the consent of the Municipal Bond Insurer, to the extent indemnified to its satisfaction, and shall at the written direction of the Municipal Bond Insurer, and upon request of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding with the consent of the Municipal Bond Insurer, exercise any and all remedies available hereunder pursuant to law or granted pursuant to the Installment Sale Agreement. Subject to the previsions of Section 12.10 hereof, upon the occurrence of an Event of Default. the Trustee may, and shall, at the written direction of the Owners of a majority of the principal amount of Certificates then Outstanding, by written notice to the City, declare the pdncipalofthelnstallmentPaymentstobeimmediatelydue and payable, whereupon that portion of the principal of the Installment Sale Agreement thereby coming due and the interest thereon accrued to the date of payment shall, without further action, become and be immediately due and payable, anything in this Trust Agreement or in the Installment Payments to the contrary notwithstanding. Remedies shall be cumulative with respect to the Trustee and the Owners. if any remedial action is discontinued or abandoned, the Trustee and the Owners shall be restored to their former positions, Section 12.03. Application of Funds, All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Arlicie Xll or of Article VII of the Installment Sale Agreement, shall be applied by the Trustee in the order following upon presentation of the several Certificates and the stamping thereon of the payment if only partially paid or upon the surrender thereof if fully paid - First, to the payment of the costs and expenses of the Trustee hereunder (including, but not limited to, the costs and expenses of itself and its counsel) and, after such payment to the Trustee, of the Certificate Owners in declaring such Event of Default, including reasonable compensation to its or their agents, attorneys and counsel (including the allocated costs of in- house counsel), together with interest on all such amounts advanced as provided in Section 8.02; Second, to the payment of the whole amount then owing and unpaid with respect to the Certificates for principal and interest, with interest on the overdue principal and installments of interest at the rate or rates specified in the respective Certificates (but such interest on overdue installments of interest shall be paid only to the extent funds are available therefor following -34- payment of principal and interest and interest on overdue principal, as aforesaid), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid with respect to the Certificates, then to the payment of such principal and interest without preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest. Section 12.04, Institution of Legal Proceedings. If one or more Events of Default shall happen and be continuing, the Trustee in its discretion may, and upon the written request of the Owners of a majority in pdncipal amount of the Certificates then Outstanding, and upon being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of the Owners of Certificates by a suit in equity or action at law, for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or by mandamus or other appropriate proceeding for the enforcement of any other legal or equitable remedy as the Trustee shall deem most effectual to enforce any of its rights or duties hereunder. Section 12.05. Non-waiver. Nothing in this Article XII or in any other provision of this Trust Agreement, or in the Certificates, shall affect or impair the obligation of the City, which is absolute and unconditional subject to Section 4.05 of the Installment Sale Agreement, to pay or prepay the Installment Payments as provided in the Installment Sale Agreement, or affect or impair the right of action, which is also absolute and unconditional of the Certificate Owners to institute suit to enforce such payment. NO delay or omission of the Trustee or of any Owner of any of the Certificates to exercise any right or power arising upon the happening of any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein, and every power and remedy given by this Article XII to the Trustee, the Municipal Bond insurer or to the Owners of Certificates may be exercised from time to time and as often as shall be deemed expedient by the Trustee, the Municipal Bond Insurer or the Certificate Owners. Section 12.06. Remedies Not Exclusive. NO remedy herein conferred upon or reserved to the Trustee or to the Certificate Owners is intended to be exclusive of any other remedy, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise. Section 12.07. 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 majodty in principal amount of the Certificates then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Certificates, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default hereunder, 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 wdtten request signed by the Owners of at least a majority in principal amount of the Certificates Outstanding hereunder opposing such discontinuance. withdrawal, compromise, settlement or other disposal of such litigation. Section 12.08. Limitation on Certificate Owners' Right to Sue, No Owner of any Certificate shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Trust Agreement, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default hereunder; (b) the Owners of at least a majodty in aggregate principal amount of all the Certificates then Outstanding shall have made wdtten request upon the Trustee to exercise the powers -35- hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee reasonable indemnity 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 sixty (60) days after suoh 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 Certificates of any remedy hereunder; it being understood and intended that no one or more Owners of Certificates shall have any right in any manner whatever by his or their action to enforce any right under this Trust Agreement, except in the manner herein provided, and that all proceedings at law or in equity with respect to an Event of Default shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Certificates. The right of any Owner of any Cediflcate to receive payment of said Owner's proportionate interest in the Installment Payments as the same become due, or to institute suit for the enforcement of such payment, shall not be impaired or affected without the consent of such Owner, notwithstanding the foregoing provisions of this Section 12.08 or any other provision of this Trust Agreement. Section 12.09. Parties Interested Herein. (a) Nothing in this Trust Agreement expressed or implied is intended or shall be construed to confer upon. or to give to, any person or entity, other than the City, the Authority, the Trustee, the Municipal Bond Insurer, their officers, employees and agents, and the Owners any right, remedy or claim under or by reason of this Trust Agreement, or any covenant, condition or stipulation hereof, and alt covenants, stipulations, promises and agreements in this Trust Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the City, the Authority. the Trustee, the Municipal Bond Insurer, their officers, employees and agents, and the Owners. (b) Notwithstanding any other provision of this Trust Agreement, if the Trustee is required to determine whether the rights of the Owners will be adversely affected by any action taken pursuant to the terms and provisions of this Trust Agreement. the Trustee shall consider the effect on the Owners as if there was no Municipal Bond Insurance Policy. (c) The Municipal Bond Insurer shall be deemed to be a third-party beneficiary of this Trust Agreement. (d) Rights of the Municipal Bond Insurer to direct or consent to City, Trustee.or Owner actions under this Trust Agreement shall be suspended during any pedod in which the Municipal Bond Insurer is in default in its payment obligations under the Municipal Bond Insurance Policy (except to the extent of amounts previously paid by the Municipal Bond Insurer and due and owing to the Municipal Bond Insurer) and shall be of no force or effect in the event the Municipal Bond Insurance Policy is no longer in effect or the Municipal Bond Insurer asserts that the Municipal Bond Insurance Policy is not in effect or the Municipal Bond Insurer shall have provided written notice that it waives such dghts. (e) The rights granted to the Municipal Bond insurer under this Trust Agreement or the Installment Sale Agreement to request, consent to or direct any action are rights granted to the Municipal Bond Insurer in consideration of its issuance of the Municipal Bond Insurance Policy, Any exercise by the Municipal Bond Insurer of such rights is merely an exercise of the Municipal Bond lnsurer's contractual rights and shall not be construed or deemed to be taken for the benefit or on behalf of the Owners nor does such action evidence any position of the Municipal Bondlnsurer, positive or negative, as to whether Owner consent is required in addition to consent of the Municipal Bond Insurer. Section 12.10. Consent of Municipal Bond Insurer. The provisions of this Section 12.10 shall govern, notwithstanding anything to the contrary set forth in this Trust Agreement. (a) Any provision of this Trust Agreement expressly recognizing or granting dghts in or to the Municipal Bond Insurer may not be amended in any manner which affects the dghts of the MunicJpal Bond Insurer hereunder without the prior written consent of the Municipal Bond Insurer. (b) Unless otherwise provided in this Section 12.10, the Municipal Bond Insurer's consent shall be required for the following purposes: (i) execution and delivery of any amendment, supplement or change to or modification of this Trust Agreement or the Installment Sale Agreement, (ii) removal of the Trustee and selection and appointment of any successor trustee; and (iii) initiation or approval of any action not described in (i) or (ii) of this paragraph (b) which requires Owner consent. (c) The Municipal Bond insurer shall be deemed to be the sole holder of the Certificates insured by it for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the Owners insured by it are entitled to take pursuant to this Article XII of this Trust Agreement and Article VIII of the Installment Sale Agreement. (d) Anything in this Trust Agreement to the contrary notwithstanding, the Municipal Bond Insurer shall be deemed to be the sole holder of the Certificates insured by it for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the Owners insured by it are entitled to take pursuant to this Trust Agreement. -37- ARTICLE Xlll MISCELLANEOUS Section 13.01. Defeasance. If all Outstanding Certificates shall be paid and discharged in any one or more of the following ways: (a) by well and truly paying or causing to be paid the principal with respect to and interest with respect to all Certificates Outstanding, as and when the same become due and payable; (b) by depositing with the Trustee. in trust, at or before maturity, money which, together with the amounts then on deposit in the Installment Payment Fund and the Reserve Fund. is fully sufficient to pay all Certificates Outstanding, including all principal and interest; (c) by irrevocably depositing with the Trustee or an escrow agent (on terms satisfactory to the Trustee), in trust, cash or Defeasance Obligations in such amount as an independent nationally recognized certified public accountant shall determine in a written report delivered to the Trustee or escrow agent will, together with the interest to accrue thereon and moneys then on deposit in the Installment Payment Fund and the Reserve Fund, if required, together with the interest to accrue thereon, be fully suffident to pay and discharge all Certificates (including all principal and interest) at or before their respective maturity dates; or rd) by depositing with the Trustee, under an escrow deposit and trust agreement, security for the payment of Installment Payments as more particularly described in Section 9.04 of the Installment Sale Agreement, said secudty to be held by the Trustee, as agent for City. and to be applied by the Trustee to Installment Payments representing the obligation of the City under the Installment Sale Agreement, as described in Section 9.04 of the Installment Sale Agreement; notwithstanding that any Certificates shall not have been surrendered for payment, all rights hereunder of the Owners of the Certificates and all obligations of the Authority, the Trustee and the City under this T~ust Agreement with respect to all Outstanding Certificates shall cease and terminate, except only the obligation of the Trustee to pay or cause to be paid. from Installment Payments paid by or on behalf of the City from deposits pursuant to paragraphs (b) through rd) of this Section 13.01, to the Owners of the Certificates not so surrendered and paid all sums due with respect thereto, and in the event of deposits pursuant to paragraphs (b) through rd) of this Section 13.01. the Certificates shall continue to represent direct, undivided and fractional interests of the Owners thereof in Installment Payments under the Installment Sale Agreement. Any funds held by the Trustee, at the time of one of the events described above in subsections (a) through rd) above, which are not required for the payment to be made to Owners, orforpaymenlstobemadetotheTrusteeby the City (including attorneys' fees. including those allocated to in-house counsel), shall be paid over to the City. To accomplish defeasance, the City shall cause to be delivered ri) a report of an independent firm of nationally recognized certified public accountants or such other accountant as shall be acceptable to the Municipal Bond insurer ("Accountant") verifying the sufficiency of the escrow established to pay the Certificates in full on the maturity or redemption date ("Verification"), (ii) an escrow deposit agreement (which shall be acceptable in form and substance to the Municipal Bond Insurer), and (iii) an opinion of nationally recognized bond counsel to the effect that the Certificates are no longer Outstanding; each Verification and defeasance opinion shall be acceptable in form and substance to the City and the Municipal -38- Bond Insurer. and addressed, to the City and the Trustee and the Municipal Bond Insurer. In the event a forward purchase agreement will be employed in the refunding, such agreement shall be subject to the approval of the Municipal Bond Insurer and shall be accompanied opinions of counsel as may be required by the Municipal Bond Insurer. The Municipal Bond Insurer shall be provided with final drafts of the above-referenced documentation not less than five Business Days prior to the funding of the escrow. by such Certificates shall be deemed Outstanding under this Trust Agreement unless and until they are in fact paid and retired or the above criteda are met. Amounts paid by the Municipal Bond Insurer under the Municipal Bond Insurance Policy shall not be deemed paid for purposes of this Trust Agreement and shall remain Outstanding and continue to be due and owing until paid by the City in accordance with this Trust Agreement. Tl~is Trust Agreement shall not be discharged unless all amounts due or to become due to the Municipal Bond Insurer hereunder and under the Installment Sale Agreement have been paid in full or duly provided for. Section 13.02. Records, The Trustee shall keep complete and accurate records of all moneys received and disbursed under this Trust Agreement, which shall be available for inspection by the City, the Authority, the Municipal Bond Insurer and the Owners of not less lhan 10% in aggregate principal amount of the Certificates Outstanding, or the agent of any of them, upon reasonable prior notice and during regular business hours. Section 13.03. Notices. All written notices to be given under this Trust Agreement shall be given by mail first class, postage prepaid, 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, Any such notice shall be deemed to have been received upon receipt after deposit in the United States mail, with postage fully prepaid. If to the City: City of Temecu~a 43200 Business Park Drive Temecula, California 92589 A0ention; City Manager Telephone: (909) 694- Telecopier: (909) 694- If to the Authority: Temecula Public Financing Authority 43200 Business Park Drive Temecu~a, California 92589 Attention: Executive Director Telephone: (909) 694- Telecopier: {909) 694- If to the Trustee: U S Bank Trust National Asscciation 550 South Hope Street, Suite 500 Los Angeles, CA 90071 Attention: Corporate Trust Department Reference: City of Temecula COP Telephone: (213)__- Telecopier: (213) -39- If to the Municipal Bond Insurer: Financial Security Assurance 350 Park Avenue New York, NY 10022-6022 Affention: Managing Director~urveillance Re: Policy No -- Telephone: (212) 826-0100 Telecopier: (212) 339-3529 In each case in which notice or other communication refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the attention of General Counsel of the Municipal Bond Insurer and shall be marked to indicate "URGENT MATERIAL ENCLOSED.' Section 13.04. Information and Notices to be Given to the Municipal Bond Insurer. While the Municipal Bond Insurance Policy is in effect, the City shall furnish, or cause to be furnished, to the Municipal Bond Insurer: (a) Annual audited financial statements of the City within 120 days after the end of the City's fiscal year and the City's annual budget within 30 days after the approval thereof; (b) Notice of any draw upon the Reserve Fund within two Business Days after knowledge thereof other than (i) withdrawals of amounts in excess of the Reserve Requirement and (ii) withdrawals in connection with a refunding of the Certificates; (c) Notice of any default known to the Trustee within five Business Days after knowledge thereof; (d) Prior notice of the advance refunding or redemption of any of the Certificates, including the principal amount, maturities and CUSIP numbers thereof; (e) Notice of the resignation or removal of the Trustee and the appointment of, acceptance of duties by, any successor thereto; and (f) Notice of the commencement of any proceeding by or against the City or the Authority commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding"); (g) Noficeofthemakingofanyclaiminconnection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal or interest with respect to the Certificates; (h) A full original transcript of all proceedings relating to the execution of any amendment or supplement to the installment Sale Agreement or this Trust Agreement; and (i) All reports, notices and correspondence to be delivered under the terms of the Installment Sale Agreement or this Trust Agreement. (j) a copy of any notice to be given to the Owners and any certificate rendered pursuant to this Trust Agreement or the Installment Sale Agreement relating to the security for the Certificates; (k) notice of resignation of the Trustee; and (I) such additional information it may reasonably request. Copies of any modification or amendment to the Installment Sale Trust Agreement shall be sent to Standard & Poor's Credit Market Investors Service, Inc. at least 10 days prior to the effective date thereof. Agreement or this Services and Moody's Section 13.05. Governing Law, This Trust Agreement shall be construed and governed in accordance with the laws of the State. Seo0on 13.06. Binding Effect; Successors. This Trust Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, Whenever in this Trust Agreement the Authority, the City 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 Trust Agreement contained by or on behalf of the Authority, the City or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 13.07. Execution in Counterparts. This Trust Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement. Section 13.08. Destruction of Canceled Certificates. Whenever in this Trust Agreement provision is made for the surrender to or cancellation by the Trustee and the delivery to the City of any Certificates, the Trustee may. in lieu of such cancellation and delivery, destroy Certificates and, upon request of the City. deliver a certificate of such destruction to the City. such Section 13.09. Headings. 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 Trust Agreement. All references herein to "Articles," "Sections." and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Trust Agreement; and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Trust Agreement as a whole and not to any particular Article, Section or subdivision hereof. Section 13.10, Limitation of Rights to Parties and Certificates Owners. Nothing in this Trust Agreement or in the Certificates expressed or implied is intended or shall be construed to give to any person other than the Authority, the City. the Trustee and the Owners of the Certificates, any legal or equitable right, remedy or claim under or in respect of this Trust Agreement or any covenant, condition or provision therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Authority, the City, the Trustee and the Owners of the Certificates delivered hereunder. Section 13.11. Waiver of Notice. Whenever in this Trust Agreement the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by person entitled to receive such notice and in any case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. the Section 13.12. Payment of Unclaimed Moneys. Notwithstanding any provisions of this Trust Agreement, any moneys held by the Trustee in trust for the payment of the principal or interest due with respect to any Certificates and remaining unclaimed after two (2) years, shall, on such date, be repaid to the City free from the trusts created by this Trust Agreement and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however that before the repayment of such moneys to the City as aforesaid, the Trustee may (at the cost and request of the City) first mail to the Owners to whom such amounts have not yet been paid, at the addresses shown on the Registration Books, a notice, in such form as may be deemed appropriate by the Trustee with respect to the amounts so payable and with respect to the provisions relating to the repayment to the City of the moneys held for the payment thereof. The Trustee shall not be liable for any interest on funds held by it. The City shall not be liable for any interest on the sums paid to it pursuant to this Section 13.12 and shall not be regarded as a trustee of such money, Section 13.13. Separability of invalid Provisions, In case any one or more of the provisions contained in this Trust Agreement or in the Certificates shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision of this Trusl Agreement, and this Trust Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The parties hereto hereby declare that they would have entered into this Trust Agreement and each and evepJ other section, paragraph, sentence, clause or phrase hereof and authorized the delivery of the Certificates pursuant thereto irrespective of the fact that any one or more sections, paragraphs, sentences, clauses or phrases of Ibis Trust Agreement may be held illegal, invalid or unenforceable. -42- IN WITNESS WHEREOF, the parties have executed this Trust Agreement as of the date and year first above written. US E~ANKTRUST NATIONAL ASSOCIATION , as Trustee By Authorized Officer TEMECULA PUBLIC FINANCING AUTHORITY ATTEST: By Chairman Secretary CITY OF TEMECULA A~FEST: By Mayor City Clerk -43- Quint & Tbimmig LLP EXHIBIT A DEFINITIONS 1o/04/01 "Additional Payments "means all amounts payable by the City pursuant to Section 4 08 of the Installment Sale Agreement. "Assignment Agreement "means the agreement by that name. dated as of December 1, 2001, by and between the Authority and the Trustee, together with any amendments or supplements thereto. "Auditor "meenstheauditor/contrellerofthe County, or such other official at the County who is responsible for preparing property tax bills, "Authority "means the Temecula Public Financing Authority, a joint exercise of powers authority organized and existing under the laws of the State. "Authority Representative "means the Chairman, Vice Chairman, Treasurer, Executive Director, Secretary or any other person authorized by resolution of the Authority delivered to the Trustee to act on behalf of the Authority under or with respect to the Conveyance Agreement. the Installment Sale Agreement, the Assignment Agreement and the Trust Agreement, "Business Day "means a day which is not a Saturday, Sunday or legal holiday on which banking institutions in the state in which the Principal Corporate Trust Office is located are closed or are required to close or a day on which the New York Stock Exchange is closed, "Certificate Register" means the registration books relating to the Certificates maintained by the Trustee in accordance with Section 2.12 of the Trust Agreement. "Certif~cetes "means the Certificates of Participation executed and delivered pursuant to the Trust Agreement. "City "means the City of Temecula, a municipal corporation and general law city duly organized and existing under its chatter and the Constitution and laws of the State, "C~ty Representative" means the Mayor, the City Manager or any other person authorized to act on behalf of the City under or with respect to the Trust Agreement and/or the Installment Sale Agreement and identified as such to the Trustee in writing. "Closing Date~ means the date upon which there is a physical delivery of the Certificates in exchange for the amount representing the purchase of the Certificates by the Original Purchaser. "Code" means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced in the Installment Sale Agreement or the Trust Agreement) as it may be amended to apply to obligations issued on the Closing Date, together with applicable temporary and final regulations promulgated under the Code. Exhibit A 0200202 Page 1 "Continuing Disclosure Certificate" shal~ mean that certain Continuing Disclosure Certificate executed by the City and dated the date of execution and delivery of the Certificates, as originally executed and as it may be amended from time to time in accordance with the terms thereof. " Conveyance Agreement "means the agreement by thai name. dated as of December 1, 2001, by and between the District and the Authority, together with any amendments supplements thereto. or "County "means the Riverside County, California. "Defeasance Obligabons" means (a) cash, (b) non-callable direct obligations of the United States of America ("Treasuries"), (c) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated or (d) pre-refunded municipal obligations rated "AAA" and "Aaa" by S&P and Moody's, respectively, or any combination thereof "Delivery Costs" means all items of expense directly or indirectly payable by or reimbursable to the City or the Authority relating to the refinancing and financing of the Project from the proceeds of the Certificates, including but not limited to filing and recording costs, settlement costs, printing costs, reproduction and binding costs, initial fees and charges and first year's administration fee of the Trustee, Trustee's counsel fees and expenses, financing discounts, legal fees and charges, financial and other professional consultant fees, costs of rating agencies or credit ratings, fees for execution, transportation and safekeeping of the Certificates, travel expenses, the premiums for the Municipal Bond Insurance Policy and the Reserve Policy and charges and fees in connection with the foregoing. "Delivery Costs Fund "means the fund by that name established pursuant to Article III of the Trust Agreement and held by the Trustee. "District" means the Temecula Community Services District, a community services district organized and existing under the laws of the State. "Escrow Agreement" means the Escrow Deposit and Trust Agreement, dated Closing Date. by and between the District and the Escrow Bank, relating to the provision of payment of the Prior Certificates, together with any duly authorized and executed amendments thereto. the "Escrow Bank" means U,S. Bank Trust National Association, trustee for the Prior Certificates. "Escrow Fund "means the fund by that name established and held by the Escrow Bank pursuant to the Escrow Agreement. "Event of Default "means an event of default under the Installment Sale Agreement, as defined in Section 8.01 thereof. " Fair Market Value "means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Code) and, Exhibit A Page 2 otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code. (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contraCt, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) lhe investment is a United States Treasury Security--State and Local Government Series, that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt. or (iv) the investment is the Local Agency Investment Fund of the State of California but only if at all times during which the investment is held its yield is reasonably expected t0 be equal to or greater than the yield on a reasonably comparable direct obligation of the United States. "Federal Securities" means direct obligations of (including obligations issued or held in book entry form on the books al) the Department of the Treasury of the United States of America. "Fiscal Year "means any period of twelve (12) consecutive months established by the City as its fiscal year and shall initially mean the period commencing July 1 of one year and ending on June 30 of the following year. "independent Counsel "means an attorney or a firm of attorneys duly admitted to the practice of law before the highest court of the state in which he or such firm maintains an office and who is not an employee of the Authedty, the Trustee or the City. "Information Se~/ices "means Financial Information, Inc/s "Daily Called Bond Service," 30 Montgomery Street, 10th Floor, Jersey City, NJ 07302, Attention: Editor; Kenny Information Services' "Called Bond Service," 65 Broadway, 16thFIoor, NewYork, NY 10006; Moody's "Municipal and Government," 5250 77 Center Ddve, Suite 150, Charlotte, NC 28217, Attention: Municipal News Reports; and S&P's "Called Bond Record," 25 Broadway, 3rd Floor, New York, NY 10004; or to such other addresses and/or such other national information services providing information or disseminating notices of redemption of obligations similar to the Certificates. ~ Installment Payment "means any payment required to be paid by the City to the Authority pursuant to SeCtion 4.04 of the Installment Sale Agreement. "Installment Payment Date" means the 15th day of each March and September, commencing March 15, 2002. "Installment Payment Fund "means the fund by that name established and held by the Trustee pursuant to ArticJe V of the TnJst Agreement, "Installment Sale Agreement "means the agreement by that name, dated as of December 1, 2001, by and between the Authority and the City, and any duly authorized and executed amendment or supplement thereto. "Intemst Payment Date "means April I and October 1 of each year. commencing April 1,2002. "Moody's "means Moody's Investors Service, New York, New York, or its successors. Exhibit A Page 3 "Municipal Bond Insurance Policy "means the insurance policy issued by the Municipal Bond Insurer guaranteeing the scheduled payment of principal and interest with respect to the Certificates when due. "Municipal Bond Insurer "means Financial Security Assurance Inc., a New York stock insurance company, or any successor thereto or assignee thereof, "Ordinance Levying Taxes . means any ordinance of the City Council of the City levying the Taxes, "Original Purchaser "means the first purchaser of the Certificates upon their delivery by the Trustee on the Closing Date. "Outstanding ", when used as of any particular time with respecl to Certificates, means (subject to the provisions of Section 13.01 of the Trust Agreement) all Certificates theretofore executed and delivered by the Trustee under the Trust Agreement except: (a) Certificates theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (b) Certificates for the payment or redemption of which funds or eligible securities in the necessary amount, including accrued interest thereon, shall have theretofore been deposited with the Trustee (whether upon or prior to the maturity or redemption date of such Certificates), provided that, if such Certificates are to be redeemed prior to maturity, notice of such redemption shall have been given as provided in Section 4,03 of the Trust Agreement or provision satisfactory to the Trustee shall have been made for the giving of such notice; and (c)CedificatesinlieuoforinexchangeforwhichotherCertificates shall have been executed and delivered by the Trustee pursuant lo Section 2.09 of the Trust Agreement. "Owner" or" Certificate Owner "or" Owner of a Certificate ", or any similar term, means the person in whose name a Certificate shall be registered. "Parity Debt "means indebtedness or other obligations (including leases and installment sale agreements) hereafter issued or incurred and secured by a pledge of and lien on Tax Revenues equally and ratably with the Installment Payments. "Participating Unde~vriter "shall have the meaning ascribed thereto in the Continuing Disclosure Cedificate. "Permitted Encumbrances "means, as of any particular time: (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the City may, pursuant to provisions of Article V of the Installment Sale Agreement, permit to remain unpaid; (b) the Installment Sale Agreement and the assignment of the Authority's interests in the Installment Sale Agreement pumuant to the Assignment Agreement; (c) any right or claim of any mechanic, laborer, materialman, supplier or vendor filed or perfected in the manner prescribed by law and (d) easements, rights of way, mineral rights, drilling rights and other dghts, reservations, covenants, conditions or restrictions which exist of record as of the date of the Installment Sale Agreement, "Permttted Investments "means any of the following: (a) (i) Cirect obligations (other than an obligation subject to variation in principal repayment) of the United States of America ("United States Treasury Obligations"), (ii) Exhibit A Page 4 obligations fully and unconditionally guaranteed as to timely payment of principal an interest by the United States of America, (iii) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America, or (iv) evidences of ownership or proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is lhe real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obtigations are not available to any person claiming through the custodian or to which the custodian may be obligated; (b) Federal Housing Administration debentures. (c) The listed obligations of the following government-sponsored agencies which are not backed by the full faith and credit of the United States of America: (i) participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts) and senior debt obligations of the Federal Home Loan Mortgage Corporation (FHLMC); (ii) consolidated system-wide bonds and notes of the Farm Credit Banks (formerly Federal Land Banks, Federal Intermediate Credit Banks and Banks for Cooperalives), (iii) consolidated debt obligations of the Federal Home Loan Banks (FHL Banks), (iv) senior debt obligations and mortgage-backed securities (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts) of the Federal National Mortgage Association (FNMA), (v) senior debt obligations (excluded are securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date) of the Student Loan Marketing Association (SLMA), (vi) debt obligations of the Financing Corporation (FICO), and (vii) debt obligations of the Resolution Funding Corporation (REFCORP); (d) Unsecured certificates of deposit, time deposits, deposit accounts, and bankers' acceptances (having maturities of not more than 30 days) of any bank the short-term obligations of which are rated "A-I" or better by S&P; (e) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation (FDIC), in banks which have capital and surplus of eat least $5 million; (t~ Commercial paper (having original maturities of not more than 270 days) rated "A- l+" by S&P and "Prime-l" by Moody's; (g) Money market funds rated "AAm" or AAm-G" by S&P, or better; (h) "State Obligations", which means: (i) Direct general obligations of any state of the United States of America or any subdivision or agency thereof 1o which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated "A3" by Moody's and '%" by S&P, or better, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation is so rated, (ii) Direct general short- term obligations of any state agency or subdivision or agency thereof described in (ii) above and rated "A-l+" by S&P and "Prime-l" by Moody's, and (iii) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state, state agency or subdivision described in (A) above and rated "AA" or better by S&P and "Aa" or better by Moody's; (i) Pre-refunded municipal obligations rated "AAA" by S&P and "Aaa" by Moody's meeting the following requirements: (i) the municipal obligations are {A) not subject to redemption prior to maturity or (B) the trustee for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in Exhibit A Page 5 such instructions, (ii) the municipal obligations are secured by cash or United States Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations, (iii) the principal of and interest on the United States Treasury Obligations (plus any cash in the escrow) has been verified by the report of independent certified public accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations ("Verification"), (iv) the cash or United States Treasury Obligations serving as secudty for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations, (v) no substitution of a United States Treasury Obligation shall be permitted except with another United States Treasury Obligation and upon delivery of a new Verification, and (vi) the cash or United States Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent. (j) Repurchase agreements with: (i) any domestic bank, or domestic branch of a foreign bank, the long term debt of which is rated at least WA" by S&P and Moody's; or (ii) any breker-dealer with "retail customers" or a related affiliate thereof which broker*dealer has, or the parent company (which guarantees the provider) of which has, long-term debt rated at least "A" by S&P and Moody's, which broker-dealer falls under the jurisdiction of the Securities ~nveslora Protection Corporation; or (iii) any other entity rated "A" or better by S&P and Moody's and acceptable to the Municipal Bond Insurer, provided that: (A) the market value of the collateral is maintained at levels and upon such conditions as would be acceptable to S & P and Moody's to maintain an "A" rating in an "A" rated structured financing (with a market value approach); (B) the Trustee or a third party acting solely as agent therefor or for the City (the ~Holder of the Collateral") has possession of the collateral or the collateral has been transferred to the Holder of the Collateral in accordance with applicable state and federal lawS (other than by means of entries on the transferor's books); (C) the repurchase agreement shall state and an opinion of counsel shall be rendered at the time such collateral is delivered that the Holder of the Collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Holder of the Collateral is in possession); (D) all other requirements of S&P in respect shall be met. of repurchase agreements (E) the repurchase agreement shall provide that if during its term the provider's rating by either Moody's or S&P is withdrawn or suspended or falls below "A-" by S&P or "A3~ by Moody's, as appropriate, the provider must, at the direction of the City or the Trustee (who shall give such direction if so directed by the Municipal Bond Insurer), within 10 days of receipt of such direction, repurchase all collateral and terminate the agreement, with no penalty or premium to the City or the Trustee. Exhibit A Page 6 Notwithstanding the above, if a repurchase agreement has a term of 270 days or less (with no evergreen provision), collateral levels need not be as specified in (A) above, so long as such collateral levels are 103% or better and the provider is rated at least "A" by S&P and Moody's, respectively. (k) investment agreements with a domestic or foreign bank or corporation (other than a life or property casualty insurance company) the long-term debt of which, or, in the case of a guaranteed corporation the long-term debt, or, in the case of a monoline financial insurance company, claims paying ability, of the guarantor is rated at least "AA" by S&P and "Aa" by Moody's; provided that, by the terms of the investment agreement: guaranty (i) interest payments are to be made to the Trustee at times and in amounts as necessary to pay debt service (or, if the investment agreement is for the construction fund, construction draws) with respect to the Certificates; (ii) the invested funds are available for withdrawal without penalty or premium, at any time upon not more than seven days' prior notice; the City and the Trustee hereby agree to give or cause to be given notice in accordance with the terms of the investment agreement so as to receive funds thereunder with no penalty or premium paid; (iii) the investment agreement shall state that it is the unconditional and general obligation of, and is not subordinated to any other obligation of, the provider thereof or, if the provider is a bank, the agreement or the opinion of counsel shall state that the obligation of the provider to make payments thereunder ranks pad passu with the obligations of the provider to its other depositors and its other unsecured and unsubordinated creditors; (iv) the City or the Trustee receives the opinion of domestic counsel (which opinion shall be addressed to the City and the Municipal Bond Insurer) that such investment agreement is legal, valid, binding and enforceable upon the provider in accordance with its terms and of foreign counsel (if applicable) in form and substance acceptable, and addressed to, the Municipal Bond Insurer; (v) the investment agreement shall provide that if during its term (1) the provider'a rating by either S&P or Moody's falls below "AA-" or "Aa3", respectively, the provider shall, at its option, within 10 days of receipt of publication of such downgrade, either (A) collateralize the investment agreement by delivering or transferring in accordance with applicable state and federal laws (other than by means of entries on the provider's books) to the City, the Trustee or a third party acting solely as agent therefor (the "Holder of the Collateral") collateral free and clear of any third-party liens or claims the market value of which collateral is maintained at levels and upon such conditions as would be acceptable to S & P and Moody's to maintain an "A" rating in an "A" rated structured financing (with a market value approach); or (B) repay the principal of and accrued but unpaid interest on the investment, and (2) the provider's rating by either $&P or Moody's is withdrawn or suspended or falls below "A-" or "A3", respectively, the provider must, at the direction of the City or the Trustee (who shall give such direction if so directed by the Municipal Bond Insurer), within 10 days of receipt of such direction, repaythepdncipalofandaccruedbutunpaidinterest on the investment, in either case with no penalty or premium to the City or Trustee, and Exhibit A Page 7 (vi) the investment agreement shall state and an opinion of counsel shall be rendered, in the event collateral is required to be pledged by the provider under the terms ofthe investment agreement, atthe time such collateral is delivered, that the Holder of the Collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds lhereof (in the case of bearer securities, this means the Holder of the Collateral is in possession); (vii) the investment agreement must provide that if during its term (1) the provider shall defaug in its payment obligations, the provider's obligations under the investment agreement shall, at the direction of the City or the Trustee (who shall give such direction if so directed by lhe Municipal Bond Insurer), be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the City or Trustee, as appropriate, and (2) the provider shall become insolvent, not pay its debts as they become due, be declared or petition to be declared bankrupt, etc. ("event of insolvency"), the provider's obligations shall automatically be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the City or Trustee, as appropriate; and (I) the Local Agency Investment Fund to the extent any moneys invested by the Trustee are subject to deposit and withdrawal solely by the Trustee. "Prepayment "means any payment applied towards the prepayment of the Installment Payments, in whole or in part, pursuant to Article IX of the Installment Sale Agreement. "Principal Corporate Trust Office "means the corporate trust office of the Trustee in Los Angeles, California, or such other or additional offices as may be specified to the City and the Authority by the Trustee; provided, however , that for the purposes of maintenance of the Certificate Register and presentation of Certificates for transfer, exchange or payment such term shatl mean in care of the corporate trust office of the Trustee in St. Paul, Minnesota, or such other office designated by the Trustee from time to time, or at such other or additional offices as may be specified by the Trustee in writing to the City and the Authority. "Prior Certificates "means the certificates of participation delivered by Bank of America National Trust and Savings Association, subsequently succeeded by U.S. Bank Trust National Association, as trustee, under a trust agreement, dated as of October 1, 1992, by and among the Temecula Public Facilities Financing Corporation, the Temecula Community Services District and such trustee. "Proceeds ," when used with reference to the Certificates, means the face amount of the Certificates, plus accrued interest and premium, if any, less original issue discount, if any. "Project" means the capital improvements described in Exhibit B to the Installment Sale Agreement. "Project Costs" means the costs of the acquisition, construction, rehabilitation, equipping, improvement or financing of the 2001 Project. "Project Fund "means the fund by that name established pursuant to Article III of the Trust Agreement and held by the Trustee. Exhibit A Page 8 "Qualified Reserve Fund Credit Instrument" means an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank or insurance company acceptable to the Municipal Bond Insurer and deposited with the Trustee pursuant to Section 6.02(b) of the Trust Agreement and, specifically, includes the Reserve Policy, "Rating Category "means. with respect to any Permitted Investment, one or mom of the generic categories of rating by Moody's and/or S&P applicable to such Permitted investment, without regard to any refinement or gradation of such rating category by a plus or minus sign, ~ Regular Record Date "means the close of business on the fifteenth (15th) day of the month preceding each Interest Payment Date, whether or not such fifteenth {15th) day is a Business Day, "Reserve Fund" means the fund by that name established pursuant to the Trust Agreement and held by the Trustee. "Reserve Policy" means the municipal bond debt service reserve insurance policy issued by the Municipal Bond Insurer for the credit of the Reserve Fund as provided therein and subject to the limitations set forth therein. "Reserve Requirement "means a sum equal to maximum annual Installment Payments and means, as of the Closing Date, $ "S&P" means Standard & Poor's Credit Market Services, a division of The McGraw-Hill Companies, Inc., New York, New York, or its successors. "Securities Depositories "means The Depository Trust Company, 711 Stewart Avenue, Garden City, NY 11530, Fax (516) 227-4039 or 4190; or to such other addresses and/er such other registered securities depositories holding substantial amounts of obligations of types similar to the Certificates. "State" means the State of California. "Subordinate Debt" means indebtedness or other obligations (including leases and installment sale agreements) hereafter issued or incurred and secured by a pledge of and lien on Tax Revenues subordinate to the Installment Payments. "Tax Revenues "means the proceeds of the Taxes received by the City, including any scheduled payments thereof, including interest on any delinquent payments. "Taxes" means the special tax levied by the City for purposes of operating, maintaining and servicing public parks and recreational facilitiea, recreational and community programs, median landscaping, arterial street lights and traffic signals throughout the City and administrative expenses incurred by the City in connection therewith, which special tax was approved by more than 2/3 of the ballots cast in connection therewith at an election held on March 4, 1997. services "Term of the Installment Sate Agreement "means the time during which the Installment Sale Agreement is in effect, as provided in Section 4.03 of the Installment Sale Agreement. "Trusfee ~ means U.S. Bank Trust National Association, or any successor thereto, acting as Trustee pursuant to the Trust Agreement. Exhibit A Page 9 ~ Trust Agreement ~ means the agreement by that name, dated as of December 1, 2001, by and among the Trustee, the Authority and the City, together with any amendments or supplements thereto permitted to be made thereunder. "2001 Project" means the capital improvements described in Exhibit B to the Installment Sale Agreement to be financed with the proceeds of the Certificates. "Written Certificate "of the City means a written certificate signed in the name of the City by a City Representative. Any such certificate or request may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument, if and to the extent required by Section 1.03 of the Trust Agreement or Section 1.02 of the Installment Sale Agreement, each such certificate shall include the statements provided for in Section 1,03 of the Trust Agreement or Section 1.02 of the Installment Sale Agreement. Exhibit A Page 10 Quint & Thimmig LLP EXHIBIT B FORM OF CERTIFICATE OF PARTICIPATION CERTIFICATE OF PARTICIPATION (2001 Capital Improvement Financing Project) Evidencing a Direct, Undivided Fractional Interest of the Owner Hereof in Installment Payments to be Made by the CITY OF TEMECULA (Riverside County, California) As the Purchase Price for Certain Property Pursuant to an Installment Sale Agreement with the Temecula Public Financing Authority __% October 1, December 20, 2001 REGISTERED OWNER: CEDE & CO, PRINCIPAL AMOUNT: DOLLARS This is to certify that this Certificate of Participation (the "Certificate") evidences a direct, undivided fractional interest in the right to receive certain installment payments (the "Installment Payments") under, and as defined in, that certain Installment Sale Agreement, dated as of December 1, 2001 (the "Installment Sale Agreement"), by and between the Temecula Public Financing Authority, a joint exercise of powers authority organized and existing under the laws of the State of California (the "Authority"), and the City of Temecula, a municipal corporation and general law city organized and existing under its charter and the Constitution and laws of the State of California (the "City"). The Installment Payments to be made under the Installment Sale Agreement have been assigned to U.S. Bank Trust National Association, as trustee (the "Trustee"), at its Office (as such term is defined in the Trust Agreement). The Registered Owner stated above, or registered assigns (the "Owner"), is entitled to receive, on the Maturity Date stated above, the Principal Amount stated above, subject to thetermsofthelnstallmentSale Agreement, which represents a portion of the Installment Payments designated as principal coming due on the Installment Payment Date (as defined in the Installment Sale Agreement) immediately preceding the Maturity Date. The Owner is also entitled to receive, subject to the terms of the Installment Sale Agreement, semiannually on each April 1 and October 1, commencing Apdl 1, 2002 (the "Interest Payment Dates"), to and including the Matudty Date or the date of redemption, whichever is earlier, the Owner's fractional share of the Instaliment Payments designated as interest coming due with respect to each of the Interest Payment Dates; l~rovided, however, that interest with respect to such principal amount shall be payable from the Interest Payment Date next preceding the date of execution of this Certificate unless (i) this Certificate is executed on an Interest Payment Date, in which event interest shall be payable from such Interest Payment Date, or (ii) this Certificate is executed after the close of business on the fifteenth (15th) day of the month immediately preceding the following Interest Payment Date (the "Record Date") and prior to such Interest Payment Date, in which event interest shall be payable from such Interest Payment Date, or (iii) Exhibit B 02002.02 Page I this Certificate is executed on or before March 15. 2002, in which event interest shall be payable from the Dated Date stated above. Said fractional share of the portion of the Installment Payments designated as interest is the result of the multiplication of the Principal Amount by the Interest Rate per annum stated above, interest is calculated on the basis of a 360-day year comprised of twelve 30-day months. Said amounts are payable in lawful money of the United States of America, which at the time of payment is legal tender for the payment of public and private debts. The amounts representing principal are payable upon presentation and surrender of this Cedificate at the Office and the amounts representing interest are payaffie by check of the Trustee mailed first class, postage prepaid, on each Interest Payment Date to the Owner of record at the close of business on the Record Date, or by wire transfer to an account in the continental Uniled States at the written request of the Owner of not less than $1,000,000 principal amount of Certificates received by the Trustee prior to the Record Date. The City is authorized to enter into the Installment Sale Agreement pursuant to the laws of the State of California and Resolution No, __ of the City adopted on November 27, 2001. The Authority has assigned its rights to receive Installment Payments to the Trustee pursuant to an Assignment Agreement, dated as of December 1, 2001, by and between the Authority and the Trustee (the "Assignment Agreement"), and a Trust Agreement, dated as of December 1, 2001, by and among the Trustee, the Authority and the City (the "Trust Agreement"). This Certificate has been executed by the Trustee pursuant to the terms of the Trust Agreement. Copies of the Installment Sale Agreement, the Assignment Agreement and the Trust Agreement are on file at the office of the City and at the Office, and reference to the Trust Agreement, the Installment Sale Agreement, the Assignment Agreement and any and all amendments to said agreements is made for a deschption of the pledges and covenants of the City securing the Installment Payments, the nature, extent and manner of enforcement of such pledges and covenants, the rights and remedies of the registered owners of the Certificates with respect thereto and the terms and conditions upon which the Certificates are delivered thereunder. TO the extent and in the manner permitted by the terms thereof, the provisions of the Installment Sale Agreement and the Trust Agreement may be amended by the parties thereto with the written consent of the registered owners of at least sixty percent (60%) in principal amount with respect to the Certificates then outstanding, or without such consent with respect to an amendment not adversely affecting the interests of the registered owners of the Certificates. The City's obligation to pay installment Payments is secured by a first and prior lien on the Tax Revenues (as such term is defined in the Installment Sale Agreement), and certain other sources, all as provided in the Installment Sale Agreement The registration of this Cedificate shall be transferable only upon the Certificate registration books, which shall be kept for that purpose at the Office, upon surrender hereof together with a wdtten instrument of transfer satisfacto~ to the Trustee duly executed by the Owner of this Certificate or his duly authorized attorney. Upon the registration of the transfer and the surrender of this Certificate, the Trustee shall provide, in the name of the transferee, a new fully registered Certificate or Certificates of the same aggregate principal amount and Maturity Date as the surrendered Certificate. The Certificates are delivered in the form of fully registered Certificates in denominations of $5,000 each or any integral multiple thereof and upon surrender thereof at the Office with a written request for exchange satisfactory to the Trustee duly executed by the registered owner thereof or his attorney duly authorized in writing, may, at the option of such Exhibit B Page 2 registered owner thereof, be exchanged for an equal aggregate principal amount of Certificates of any other authorized denominations and of the same Maturity Date. NO transfer or exchange of Certificates shall be required to be made during the fifteen (15) days prior to the date of selection of Certificates for redemption or of any selected for redemption. Certificate The Certificates are subject to mandatory redemption in whole or in part from time to time, in any order of maturity selected by the City and by lot within a maturity, on any interest Payment Date, without premium, at the principal amount thereof, together with accrued interest to the date fixed for redemption from the net proceeds of an insurance or condemnation award deposited with the Trustee, as provided in the Trust Agreement. In addition, Certificates maturing on and after October 1, , are subject to redemption in whole at any time or in part on any date on or after October 1, , in any order of maturity selected by the City and by lot within a maturity, at the principal amount with respect thereto, together with the premium set fodh below (expressed as a percentage of the total principal amount redeemed), and accrued interest to the date fixed for redemption, from the proceeds of optional prepayments made by the City pursuant to the Installment Sale Agreement: Redemption Pedod October 1, through September 30, October 1, through September 30, -- October 1, and thereafter The Certificates maturing on October 1, , are also subject to mandatory redemption in part by lot, on October 1 of each year on and after October 1, , from scheduled Installment Payments made by the City pursuant to the Installment Sale Agreement, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium: Mandatory Mandatory Redemption Date Principal Redemption Date Principal (October 1) Amount (October 1) Amount In the event that the Trustee shall redeem the Certificates matudng on October 1, in part but not in whole pursuant to optional or insurance and condemnation redemption as provided above, the amount of such Certificates subject to mandatory redemption subsequent year shall be reduced pro rata to correspond to the principal components of the Installment Payments prevailing following such redemption. Notice of redemption is to be given by the Trustee by mailing a redemption notice by first class mail at least thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption to the registered owner of the Certificate or Certificates to be redeemed at the address shown on the Certificate registration books maintained by the Trustee. Notice of redemption having been given as aforesaid, the Certificates or portions of Certificates so to be redeemed shall, on the redemption date, become due and payable at the redemption in each price Exhibit B Page 3 therein specified, and from and after such date (unless the City shall default in the payment of the redemption price) interest with respect to such Certificates or portiens of Certificates shall cease to be payable. The Trustee has no obligation or liability to the registered owners of the Certificates to make payments of principal or interest with respect to the Certificates, except from funds held by the Trustee under the Trust Agreement. The Trustee's primary obligations are to administer, forthebenefitoftheregisteredownersoftheCertificates, the various funds and accounts established under the Trust Agreement. The Trustee is not responsible for the recitals of fact in this Certificate. Unless this Certificate is presented by an authorized representative of The Depository Trust Company to the City for registration of transfer, exchange or payment, and Certificate executed and delivered is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. any The City has certified, recited and declared that all acts, conditions and things required by the Constitution and statutes of the State of California, the Installment Sale Agreement and the Trust Agreement to exist, to have happened and to have been performed precedent to and in the delivery of this Certificate, exist, have happened and have been performed in due time, form and manner as required by taw. IN WITNESS WHEREOF, this Certificate has been executed by the manual signature of the Trustee as of the date set forth below. Execution Date: U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By Authorized Signatory Exhibit B Page 4 STATEMENT OFINSURANCE Financial Security Assurance Inc. ("Financial Security"), New York, New York, has delivered its municipal bond insurance policy with respect to the scheduied payments due of principal and interest with respect to this Certificate to U.S. Bank Trust National Association, Los Angelesl California, or its successor, as paying agent for the Cedificate~; (the "Paying Agent"). Said Policy is on rite and available for inspection at the principal office of the Paying Agent and a copy thereof may be obtained from Financial Security or the Paying Agent, Exhibit Page FORM OF ASSIGNMENT For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Iden~flcation or Social Security Number of Assignee) the within Certificate and do(es) hereby irrevocably constitute and appoint attorney, to transfer the same on the registration books of the Trustee, with full power .of substitution in the premises. Dated: Signature Guaranteed: NOTICE:: Signature(s) must be guaranteed by an eligible guarantor NOTICE: The signature(s) on this Assignment must correspOnd with the name(s) as written on the face ot the within Certificate in eveP/ particular, without alteration Or enlargement or any change whatsoever. Exhibit B Page 6 ESCROW DEPOSIT AND TRUST AGREEMENT by and between the TEMECULA COMMUNITY SERVICES DISTRICT and U.S. BANK TRUST NATIONAL ASSOCIATION, as Escrow Bank Dated December 20, 2001 02002 02 ESCROW DEPOSIT AND TRUST AGREEMENT This ESCROW DEPOSIT AND TRUST AGREEMENT is dated as of this 20th day of December, 2001, by and between the TEMECULA COMMUNITY SERVICES DISTRICT, a community services district duly organized and existing under the laws of the State of California (the "District"), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as escrow bank (the "Escrow Bank"); WITNESSETH: WHEREAS, the District has heretofore entered into an installment sale agreement, dated as of October 1, 1992, by and between the Temecula Public Facilities Financing Corporation (the "Corporation") and the District (the "Pdor Installment Sale Agmemenfi'), pursuant to which the Corporation agreed to sell certain improvements (the "Project") to the District, and District agreed to make certain instailment payments (the "Prior Installment Payments") to the Corporation; the WHEREAS, the Prior installment Sale Agreement provides that in the event that the District deposits, or causes the deposit on its behalf of, moneys or certain Federal Securities (as defined in the Prior Installment Sale Agreement, and which may include United States Treasury notes, bonds, bills or certificates of indebtedness or obligations for which the full faith and credit of the United States are pledged for the payment of principal and interest, including United States Treasury (book entry) certificates, notes and bonds, state and local government series), in an amount, together with investment earnings, sufficient to make the Prior Installment Payments when and as due with prepayment thereof in accordance with instructions of the District, then all of the obligations of the District under the Prior Installment Sale Agreement and all of the security provided by the District for such obligations, excepting only the obligation of the District to make the Prior Installment Payments from said deposit, shall cease and terminate; WHEREAS, pursuant to an assignment agreement, dated as of October 1, 1992 (the "Prior Assignment Agreement"), by and between the Corporation and Bank of America National Trust and Savings Association, subsequently succeeded by U.S. Bank Trust National Association, as trustee (the "Prior Trustee"), the Corporation assigned to the Prior Trustee its rights to receive Prior Installment Payments from the District under the Prior Installment Sale Agreementandtbedghttoexercisesuchrightsandremedies conferred on the Corporation under the Prior Installment Sale Agreement to enforce payment of the Prior Installment Payments; WHEREAS, pursuant to a Trust Agreement, dated as of October 1, 1992, by and among the District, the Corporation and the Pdor Trustee (the "Prior Trust Agreement"), the Trustee agreed, among other matters, to execute and deliver cedificates of participation (the "Prior Certificates") representing undivided fractional interests of the owners thereof to receive Prior Installment Payments made by the District and to apply the Pdor Installment Payments to the payment of principal and interest with respect to the Pdor Certificates, and to administer certain funds and accounts, created pursuant to the Prior Trust Agreement; WHEREAS, the obligations of the District with respect to the Prior Certificates have been assumed by the City of Temecula (the "City") and are payable from a special tax levied by the City for purposes of operating, maintaining and servicing public parks and recreational Prior facilities, recreational and community services programs, median landscaping, arterial lights and traffic signals throughout the City and administrative expenses incurred by the City in connection therewith, which special tax was approved by more than 2/3 of the batlots cast in connection therewith; street WHEREAS, the City has determined that, as a result of favorable financial market conditions and for other reasons, it is in the best interests of the City at this time to refinance the City's obligation to make the Prior installment Payments under the Prior Installment Sale Agreement and, as a result thereof, to provide for the payment of the Prior Certificates through October 1, 2002, and to redeem the outstanding Prior Certificates maturing after October 1, 2003, in full on October 1, 2002, at the redemption price of 102% of the principal amount thereof, plus accrued interest, and to that end, the District proposes to sell the Project to the Temecula Public Financing Authority (the "Authority") and the City proposes to purchase the Project and certain other capital improvements from the Authority pursuant to that certain Installment Sale Agreement, dated as of December 1, 2001 (the "Installment Sale Agreement"); WHEREAS, the District proposes to make the deposit of moneys and Federal Securities referenced in Section 9.01 of the Prior Installment Sale Agreement and to appoint the Escrow Bank for the purpose of applying said deposit to provide for the payment of the Prior Installment Payments to be refinanced in accordance with the instructions provided by this Escrow Deposit and Trust Agreement and of applying said Prior Installment Payments to the payment and redemption of the Prior Certificates in accordance with the Prior Trust Agreement, and the Escrow Bank desires to accept said appointment; WHEREAS, to obtain moneys to make such deposit, the Aulhority proposes to assign and transfer certain of its rights under the Installment Sale Agreement to U.S. Bank Trust National Association, as trustee (the "Trustee"), pursuant to that certain Assignment Agreement, dated as of December 1, 2001, by and between the Authority and the Trustee, and to enter into that certain Trust Agreement, dated as of December 1, 2001 (the "Trust Agreement"), by and among the Authority, the City and the Trustee, whereby the Trustee agrees to execute and deliver certificates of participation in the principal amount of $ (the "Certificates"), each evidencing a direct, undivided fractional interest in the Installment Payments made by the City under the Installment Sale Agreement; WHEREAS, the District wishes to make such a deposit with the Escrow Bank and to enter into this Escrow Deposit and Trust Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; and WHEREAS, the Escrow Bank has full powers to act with respect to the irrevocable escrow and trust created herein and to perform the duties and obligations to be undertaken pursuant to this Escrow Deposit and Trust Agreement; NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein centained and for cther valuable consideration, the parties hereto do hereby agree as follows: Section 1. Definition of Federal Securities. As used herein, the term "Federal Securities" shall mean solely non-callable, direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America). Section 2. Appointment of Escrow Bank. The District hereby appoints the Escrow Bank as escrow hank for all purposes of this Escrow Deposit and Trust Agreement and in accordance with the terms and provisions of this Escrow Deposit and Trust Agreement, and the Escrow Bank hereby accepts such appointment. Section 3. Establishment of Escrow Fund. There is hereby created by the District with, and to be held by, the Escrow Bank, as secudty for the payment of the Prior Installment Payments as hereinafter set forth, an irrevocable escrow to be maintained in trust by the Escrow Bank on behalf of the District and for the benefit of the owners of the Prior Certificates, said escrow to be designated the "'Escrow Fund." All moneys and Federal Securities deposited in the Escrow Fund shall be held as a special fund for the payment of the principal and interest with respect to the Prior Certificates in accordance with the provisions of the Prior Trust Agreement. If at any time the Escrow Bank shall receive actual knowledge that the moneys and Federal Securities in the Escrow Fund will not be sufficient to make any payment required by Section 5 hereof, the Escrow Bank shall notify the Distdct of such fact and the District shall immediately cure such deficiency, The Escrow Bank shall have no liability for such deficiency. The Escrow Bank may conclusively rely upon the conclusion of Grant Thornton LLP, independent certified public accountants, as contained in its opinion and accompanying schedules (the "Report") dated December 21, 2001, concerning the Certificates, that the Federa~ Securities listed on Exhibit A mature and bear interest payable in such amounts and at such times as, together with cash on deposit in the Escrow Fund, will be sufficient to pay when due the principal and interest with respect to the Prior Certificates through Qctpeer 1, 2002, to redeem the outstanding Prior Certificates maturing after October 1, 2002, in full on October 1, 2002, at the redemption price of 102% of the principal amount thereof, plus accrued interest. Section 4. Deposit into Escrow Fund; Investment of Amounts. Concurrently with delivery of the Certificates, the District shall cause to be transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $, in immediately available funds: (a) $ of which shall be derived from the proceeds of sale of the Certificates; (b) $__ of which shall be derived from the certificate payment fund established under the Prior Trust Agreement (the "Prior Certificate Payment Fund"); and (c) $.__ of which shall be derived from the reserve fund established under the Prior Trust Agreement (the "Prior Reserve Fund"). The Escrow Bank shalt invest $__ of the moneys deposited into the Escrow Fund pursuant to the preceding paragraph in the Federal Securities set forth in Exhibit A attached hereto and by this reference incorporated herein (the "Escrowed Federal Securities") and shall hold the remaining amount ($ ) in cash, uninvested. The Escrowed Federal Securities shall be deposited with and held by the Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein. The Escrow Bank shall not be liable or responsible for any loss resulting from its full compliance with the provisions of this Escrow Deposit and Trust Agreement. Section 5. Instructions as to Application of Deposit. (a) The total amount of Escrowed Federal Securities and uninvested moneys deposited in the Escrow Fund pursuant to Section 4 shall be applied by the Escrow Bank for the sole purpose of paying the principal, redemption premium and interest with respect to the Prior Certificates as the same shall become due and payable, all at the times and in the amounts set forth in Exhibit B attached hereto and by this reference incorporated herein. -3- (b) The District hereby instructs the Escrow Bank, in its capacity as successor to the Prior Trustee and the Escrow Bank, as Prior Trustee, hereby agrees to give notice of redemption of the Prior Certificates, such notice of redemption to be given timely for redemption of the Prior Certificates on October 1, 2002, in accordance with the applicable provisions of the Prior Trust Agreement. Following the redemption of the Prior Certiticates, any amounts remaining on deposit in the Escrow Fund shall be transferred by the Escrow Bank to the Trustee for deposit in the Installment Payment Fund established under the Trust Agreement and applied as a credit against Installment Payments to be made by the City. Section6.1nvestmentofAnyRemainingMoneys. TheEscrow Bank shall invest and reinvest the proceeds received from any of the Escrowed Federal Securities, and the cash originally deposited into the Escrow Fund, for a period ending not later than the next succeeding interest payment date relating to the Prior Certificates, in Federal Securities pursuant to written directions of the District; provided, however, that (i) such written directions of the District shall be accompanied by (A) a certification of an independent certified public accountant or firm of certified public accountants of favorable nationai reputation experienced in the refunding of obligations of political subdivisions that the Federal Securities then to be so deposited in the Escrow Fund, together with the Federal Securities then on deposit in the Escrow Fund, together with the interest to be derived therefrom, shall be in an amount at all times at least sufficient to make the payments specified in Section 5 hereof, and (B) an opinion of nationally recognized bond counsel ("Bond Counsel") that investment in accordance with such directions will not affect, for Federal income tax purposes, the exclusion from gross income of interest due with respect to the Prior Certificates or the Certificates, and (ii) if the District directs such investment or reinvestment to be made in United States Treasury Securities-State and Local Government Sedes, the District shall, at its cast, cause to be prepared all necessary subscription forms therefor in sufficient time to enable the Escrow Bank to acquire such securities, in the event that the District shall fail to file any such written directions with the Escrow Bank concerning the reinvestment of any such proceeds, such proceeds shall be held uninvested by the Escrow Bank. Any interest income resulting from investment or reinvestment of moneys pursuant to this Section 6 and not required for the purposes set forth in Section 5, as indicated by such verification, shall, promptly upon the receipt of such interest income by the Escrow Bank, be paid to the Trustee for deposit in the Installment Payment Fund created for the Certificates and applied as a credit against Instailment Payments to be made by the City, Section 7, Substitution or Withdrawal of Federal Securities. The District may, at any time, direct the Escrow Bank in writing to substitute Federal Securities for any or all of the Escrowed Federal Securities then deposited in the Escrow Fund, or to withdraw and transfer to the District any portion of the Federal Securities then deposited in the Escrow Fund, provided that any such direction and substitution or withdrawal shall be simultaneous and shall be accompanied by: (a) a certification of an independent certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions that the Federal Securities then to be so deposited in the Escrow Fund together with interest to be derived therefrom, or in the case of withdrawal, the Federal Securities to be remaining in the Escrow Fund following such withdrawal together with the interest to be derived therefrom, shall be in an amount at all times at least sufficient to make the payments specified in Section 5 hereof; and (b) an opinion of Bond Counsel that the substitution or withdrawal will not affect, for Federal income tax purposes, the exclusion from gross income of interest due with respect to the Prior Certificates or the Certificates. In the event that, following any such substitution of Federal Securities pursuant to this Section 7, there is an amount of moneys or Federal Securities in excess of an amount sufficient to make the payments required by Section 5 hereof, as indicated by such verification, such excess shall be paid to the City. Section 8. Application of Surplus Funds, (a) On the date of original delivery of the Certificates and the deposit of a portion of the proceeds thereof in the Escrow Fund pursuant to Section 4, the Escrow Bank in its capacity as Prior Trustee is hereby directed to (a) withdraw amounts on deposit in the Prior Reserve Fund {$ ) and transfer such amounts to the Escrow Bank for deposit in the Escrow Fund, and (b) withdraw amounts on deposit in the Prior Certificate Payment Fund ($ ) and transfer such amounts to the Escrow Bank for deposit in the Escrow Fund. (b) Any amounts remaining on deposit in any fund or account established under the Prior Trust Agreement for the Prior Certificates, including any investment earnings received after the date of original delivery of the Certificates, shall be transferred by the Escrow Bank to the Trustee for deposit in the Installment Payment Fund established under the Trust Agreement for the Certificates and applied as a credit against Installment Payments to be made by the City. Section 9. Application of Certain Terms of Prior Trust Agreement. All of the terms of the Prior Trust Agreement relating to the making of payments of principal and interest with respect to the Prior Certificates are incorporated in this Escrow Deposit and Trust Agreement as if set forth in full herein. The provisions of the Prior Trust Agreement relating to the fimitations from liability and protections afforded the Prior Trustee and the resignation and removal of the Prior Trustee are also incorporated in this Escrow Deposit and Trust Agreement as if set forth in full herein and shall be the procedure to be followed with respect to any resignation or removal of the Escrow Bank hereunder. Section 10. Compensation to Escrow Bank. The District shall pay the Escrow Bank reasonable compensation for its duties under this Escrow Deposit and Trust Agreement, including out-of-pocket costs such as pub[icetion costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto and, in addition, fees, costs and expenses relating to the purchase of any Federal Securities after the date hereof, Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. Section 11. Liabilities and Obligations ef Escrow Bank. The Escrow Bank shall have no obligation to make any payment er disbursement of any type under this Escrow Deposit and Trust Agreement uctess the District shall have deposited sufficient funds with the Escrow Bank. The Escrow Bank shall have no obligation to incur any financial liability in the per[ormance of its duties hereunder. The Escrow Bank may rely and shall be protected in acting written instructions of the District or its agents relating to any matter or action as Escrow Bank under this Escrow Deposit and Trust Agreement. upon the The Escrow Bank and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Deposit and Trust Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or any securities deposited therein, the purchase of the securities to be purchased pursuant hereto, the retention of such securities or the proceeds thereof, the sufficiency of the securities or any uninvested moneys held hereunder to accomplish the defeasance of the Prior Certificates, or any payment, transfer or other application of moneys or securities by the Escrow Bank in accordance with the provisions of this Escrow Deposit and Trust Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent e~ror of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "whereas" clauses herein (except the final "whereas" clause) shall be taken as the statement ef the District. and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representations as to the sufficiency of the securities to be purchased pursuant hereto and any uninvested moneys to accomplish the -5- redemption of the Prior Certificates pursuant to the Prior Trust Agreement or to the validity of this Escrow Deposit and Trust Agreement as to the District and, except as otherwise provided herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be liable in connection with the performance of its duties under this Escrow Deposit and Trust Agreement except for its own negligence or willful misconduct, and the duties and obligations of the Escrow Bank shall be determined by the express provisions of this Escrow Deposit and Trust Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action underthisEscrowDepositandTrustAgreement, such matter (except the matters set forth herein as speciflcally requiring a cedificate of a nationally recognized firm of independent cedified public accountants or an opinion of counsel) may be deemed to be conclusively established by a written certification of the District. The District hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemffify, pretect, saveandholdharmlesstheEscrowBankand its respective successors. assigns, agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Deposit and Trust Agreement. the establishment of the Escrow Fund. the retention of the moneys therein and any payment, transfer or other application of moneys or securities by the Escrow Bank in accordance with the provisions of this Escrow Deposit and Trust Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its duties; provided, however, that the District shall not be required to indemnify the Escrow Bank against its own negligence or willful misconduct. The indemnities contained in this Section 11 shall survive the termination of this Escrow Deposit and T~ust Agreement or the resignation or removal of the Escrow Bank. Section 12. Severability. If any section, paragraph, sentence, clause or provision of this Escrow Deposit and Trust Agreement shall for any reason be held to be invalid unenforceable, the invalidity or unenforceability of such section, paragraph, sentence clause or provision shall not affect any of the remaining provisions of this Escrow Deposit and Trust Agreement. or Section 13. Notice of Escrow Bank, District and Corporation, Any notice to or demand upon the Escrow Bank may be served and presented, and such demand may be made, at the Principal Corporate Trust Office of the Escrow Bank as specified by the Escrow Bank as trustee in accordance with the provisions of the Pdor Trust Agreement. Any notice to or demand upon the District and the Corporation, respectively, shall be deemed to have been sufficiently given or served for all purposes by being mailed by first class mail, and deposited, postage prepaid, in a post office letter box, addressed to such party as provided in the Installment Sale Agreement (or such other address as may have been filed in writing by the District or the Corporation with the Escrow Bank). Section 14. Merger or Consolidation of Escrow Bank. Any company into which the Escrow Bank may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Bank may cell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible to act as trustee under the Prior Trust Agreement, shall be the successor hereunder to the Escrow Bank without execution or filing of any paper or any further act. the IN WITNESS WHEREOF, the District and the Escrow Bank have each caused this Escrow Deposit and Trust Agreement to be executed by their duly authorized officers all as of the date first above written. TEMECULA COMMUNITY SERVICES DISTRICT Attest: By president Secretary U.S, BANK TRUST NATIONAL ASSOCIATION, as Escrow Bank By Authorized Officer -7* EXHIBIT A SCHEDULE OF ESCROWED FEDERAL SECURITIES Type Par Maturity Price Total Exhibit A EXHIBIT B PAYMENT AND REDEMPTION SCHEDULE OF PRIOR CERTIFICATES Payment Maturing Called Redemption Total Date Principal Interest Principal Premium Payment 04/01/02 -- $130,595.00 -- -- $ 130,595.00 10101/02 $240,000 130,59500 $3,495,000 $69,900 3,935,49500 Exhibit C Quint & Thimmig LLP 08/16/01 $ Certificates of Participation (2001 Capital Improvement Financing Project) Evidencing Direct~ Undivided Fractional Interests of the Owners Thereof in Installment Payments to be Made by the CITY OF TEMECULA (Riverside County, California) As the Purchase Price for Certain Property Pursuant to an Installment Sale Agreement with the Temecula Public Financing Authority PURCHASE AGREEMENT December 11, 2001 City Cnuncil of the City of Temecula 43200 Business Park Drive Temecula. California 92589 Ladies and Gentlemen: The undersigned (the "Underwrite¢'), offers to enter into this purchase agreement (this "Purchase Agreement") with the City of Temecula (the "City") which will be binding upon the City and the Underwriter upon the acceptance hereof by the City. This offer is made subject to itsacceptancebytheCitybyexecutionofthisPurchaseAgreementandits delivery to the Underwriter on or before 5:00 P.M., California time, on the date hereof. Ali terms used herein and not otherwise defined shall have the respective meanings given to such terms in the Trust Agreement and the Installment Sale Agreement (as those terms are hereafter defined), 1. purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase, and the City hereby agrees to cause to be delivered to the Underwriter, all (but not less than ail) of the $ aggregate principal amount of the Cerfiflcates of Participation (2001 Capital Improvement Financing Project) (the "Certificates") evidencing the direct undivided fractional interests of the Owners thereof in installment payments (the "Installment Payments") to be made by the City to the Temecula Public Financing Authority(the "Authority") pursuant to an installment sale agreement, dated as of December 1. 2001 (the "installment Sale Agreement"), by and between the Authority and the City, at a purchase price of $__ (the principal amount of the Certificates of $ less $___ of Underwriter's discount, less $.__ of original issue discount. 2. Authorizing Instruments and Law. The Ce~ificates will be executed and delivered by U.S. Bank Trust National Association, as trustee (the "Trustee"), pursuant to a trust agreement, dated as of December 1, 2001 (the '~Trust Agreement"), among the City, the Authority and the 0200202 Trustee. The Authodty will assign its right to receive Installment Payments to the Trustee pursuant to an assignment agreement, dated as of December 1, 2001 (the "Assignment Agreement") between the Authority and the Trustee. The Certificates shall be as described in the Trust Agreement and the Official Statement relating to the Certificates (as defined below). The City will use the proceeds of the Certificates to (i) provide funds to finance the acquisition, construction, installation, modernization and equipping of capital improvements consisting of a community sports park (the "2001 Project"), (ii) provide funds to refinance the acquisition, construction, installation, modernization and equipping of capital improvements financed in 1992 (the "1992 Project' and, with the 2001 Project, the "Project") and, therefore, to provide for the advance refunding of certain certificates of participation evidencing the direct undivided fractional interests of the owners thereof in installment payments to be made by the Temecula Community Services District (the "District") pursuant to an installmenl sale agreement, dated as of October 1, 1992, by and between the Temecula Public Facilities Financing Corporation and the District (the "Prior Certificates"), and (iii) to pay the expenses of executing and delivering the Certificates, Payment of principal and interest with respect to the Certificates when due will be guaranteed under an insurance policy (the "Policy") to be issued by Financial Security Assurance Inc. (the "Insurer"). In lieu of cash funding a reserve fund for the Certificates, a municipal bond debt service reserve insurance policy (the "'Reserve Policy") will be issued by the Insurer, The obligations of the District with respect to the Prior Certificates have been assumed by the City and are payable from a special tax levied by the City for purposes of operating, maintaining and servicing public parks and recreational facilities, recreational and community services programs, median landscaping, arterial street lights and traffic signals throughout the City and administrative expenses incurred by the City in connection therewith, which special tax was approved by more than 2/3 of the ballots cast in connection therewith at an election held on March 4, 1997 (the "Taxes"). The Installment Payments will be secured by and payable from the proceeds of the Taxes received by the City, including any scheduled payments thereof, interest and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Taxes to the amount of said interest (the "Tax Revenues"). 3. Public Offering. The Underwriter agrees to make a bona fide public offering of all the Certificates initially at the public offering prices (or yields) set for[h in Appendix A attached hereto and incorporated herein by reference, Subsequent to the initiai public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Certificates, provided that the Underwriter shall not change the interest rates set forth in Appendix A. The Certificates may be offered and sold to certain dealers at prices lower than such initial public offering prices. 4. Delivery of Official Statement and Continuing Disclosure. The City has delivered or caused to be delivered to the Underwriter pdor to the execution of this Purchase Agreement or the first offering of the Certificates, whichever first occurs, copies of a preliminary official statement relating to the Certificates {the "Preliminary Official Statement"). Such Preliminary Official Statement is the official statement deemed final by the City for purposes of Rule 15c2- 12 under the Securities Exchange Act of 1934 (the "Rule"), except for the information specifically permitted to be omitted by paragraph (b)(1) of the Rule, and approved for distribution by resolution of the City, The Preliminary Official Statement and a final official statement (the "Final Official Statement"), including the cover pages, the appendices thereto and all information incorporated therein by reference are hereinafter referred collectively to as the "Official Statement". -2- To assist the Underwriter in complying with SEC Rule 15c2-12 (b)(5), the City will undertake, pursuant to a Continuing Disclosure Certificate (the "Continuing Disclosure Certificate"). to provide annual reports arid notices of certain events. A description of these undertakings is set forth in the Preliminary Official Statement dated November 30, 2001 relating to the Certificates and will also be set forth in the Final Official Statement. The City shall, within 7 business days of the date hereof, deliver the Final Official Statement to the Unde~vriter in sufficient quantity to comply with applicable SEC and Municipal Securities Rulemaking Board regulations. 5. The Closing, At 8:00 A .M .. California time, on December 20, 2001, or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the City and the Underwriter (the "Closing Date"), the City will deliver (i) the Certificates in definitive form to the Underwriter in such form as the Underwriter shall request, and (ii) the closing documents hereinafter mentioned at the office of Quint & Thimmig LLP, San Francisco, California ("Special Counsel"), or another place to be mutually agreed upon by the City and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Certificates on the Closing Date as set forth in Section 1 by wire transfer payable to the order of the Trustee on behalf of the City. This payment and delivery, together with the delivery of the aforementioned documents, is herein called lhe "Closing". The Certificates will be delivered in book-entry form through the facilities of the Depository Trust Company. 6. City Representations, Warranties and Covenants, The City represents, warrants and covenants to the Underwriter that: (a) Due Organization. Existence and Authority . The City is a municipal corporation and general law city, organized and existing under the Constitution and the laws of the State of California (the "State"), with full right, power and authority to execute, deliver and perform its obligations under this Purchase Agreement, the Trust Agreement, the Installment Sale Agreemenl and the Escrow Deposit and Trust Agreement. dated as of the Closing date, by and between the City and U.S. Bank Trust National Association, as escrow bank (the "Escrow Bank"), relatin9 to the defeasance of the Prior Certificates (the "Escrow Agreement")(collectively, the "City Documents"). and to carry out and consummate the transactions conlemplated by the City Documents and the Official Statement. (b) Due Authorization and Approval . By all necessary official action of the City, the City has duly authorized and approved the execution and delivery el, and the performance by the City of the obligations contained in, the Preliminary Official Statement, the Final Official Statement and the City Documents and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, the City Documents will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors' rights generally. The City has complied, and will at the Closing be in compliance in all respects, with the terms of the City Documents. (c) Official Statement Accurate and Complete . The Preliminary Official Statement was as of its date, and the Final Official Statement is, and at all times subsequent to the date of the Final Official Statement up to and including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement and the Final Official Statement contain and up to and including the Closing will contain no misstatement of any material fact and do not, and up to and including the Closing will not, omit any statement necessary to make the -3- statements contained therein, in the light of the circumstances under which were made, not misleading. such statements (d) Amendments and Supplements to Official Statement. If after the date of this Purchase Agreement and until twenty-five (25) days after the end of the undecwriting period, any event shall occur, of which the City has notice, as a result of which it may be necessary to supplement the Official Statement in order to make the statements therein, in light of the circumstances existing at such time, not misleading, the City shall forthwith notify the Unde~vriter of any such event of which it has knowledge and, if in the opinion of the [Jnderwriter or the City. such event requires an amendment or supplement to the Official Statement, the City. at its own expense, will amend or supplement the Official Statement in a form and manner jointly approved by the City and the Undem/riter so that the statements therein as so amended or supplemented will not be misleading in the light of the circumstances existing at such time and the City shall promptly furnish to the Underwriter a reasonable number of copies of such amendment or supplement. (e) No Breach or Default . As of the time of acceptance hereof and as of the time of the Closing, except as otherwise disclosed in the Official Statement, the City is not and will not be in breach of or in default under any applicable and material constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable and material judgment or decree or any trust agreement, lease agreement, bond, note, resolution, erdinance, agreement or other instrument to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and, as of such times, except as disclosed in lhe Official Statement, the authorization, execution and delivery of the City Documents and compliance with the provisions of each of such agreements or instruments do not and will not be prohibited by or constitute a breach of or default under any app[icable and material constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable and material judgment, decree, license, permit, trust agreement, lease agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties are bound, nor will any such authorization. execution, delivery ar compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the City Documents. (f) No Litigation . As of the time of acceptance hereof and the Closing. except as disclosed in the Official Statement, to the best knowledge and belief of the City, without having made any independent investigation, (1) there is no action, suit. proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory authority, public board or body, pending or threatened against the City (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Certificates, or the payment or collection of the Tax Revenues, or in any way contesting or affecting the validity of City Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest portion of the Installment Payments from taxation; or (iii) contesting the completeness or accuracy of the Preliminary Official Statement or the Final Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Final Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iii) of this sentence, (g) Preliminary Official Statement . For purposes of the Rule, the City has heretofore deemed final the Preliminary Official Statement prior to its use and distribution by the Underwriter, except for the information specifically permitted to be omitted by paragraph (b)(1) of the Ru[e. (h) Approvals and Consents . 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, or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the City of its obligations under the City Documents and the Certificates have been or will be obtained and are or will be in full force and effect, 7. Closing Conditions. The Underwriter has entered into this Purchase Agreement in reliance upon the representations, warranties and covenants herein and the pedormance by the City of its obligations hereunder, both as of the date hereof and as of the date of the Closing. The Underwriter's obligations under this Purchase Agreement to purchase and pay for the Certificates shall be subject to the following additional conditions: (a) Bring-Down Representation . The representations, warranties and covenants of the City contained herein shall be true, complete and correct at the date hereof and at the time of the Closing, as if made on the date of the Closing. (b) Executed Agreements and Performance Thereunder . At the time of the Closing (i) the City Documents shall be in full force and effect, and shall not have been amended, modified or supplemented except with the written consent of the Underwriter and (ii) there shall be in full force and effect such resolutions (the "Resolutions") as, in the opinion of Special Counsel, shall be necessary in connection with the transactions contemplated by the Official Statement and the City Documents. (c) Termination Events . The Underwriter shall have the right to terminate this Purchase Agreement, without liability therefor, by notification to the City if at any time at or prior to the Closing: (i) any event shall occur which causes any statement contained in the Official Statement to be maledally misleading or results in a failure of the Official Statement to state a material fact necessaP/to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading; or (ii) the marketability of the Certificates or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Agreement in the Congrass of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any Federal or State court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United Treasury Department, the Internal Revenue Service or other federal or state authority materially adversely affecting the federal or State tax status of the City, or the interest on Certificates or notes or obligations of the general character of the Certificates; or States (iii) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department of the State, or a decision by any court of competent jurisdiction within the State or any court of the United States shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Certificates; or (iv) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental body having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Certificates, or the issuance, offering or sale of the Certificates, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Certificates, or the Certificates, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Trust Agreement needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or (v) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which restrictions materially adversely affect the Underwriter's ability to trade the Certificates; or (vi) a general banking moratorium shall have been established by federal or State authorities; or (vii) the United States has become engaged in hostilities which have resulted in a declaration of war or a national emergency or there has occurred any other outbreak of hostilities or a national or international calamity or crisis, or there has occurred any escalation of existing hostililies, calamity or crisis, financial or otherwise, the effect of which on the financial markets of the United States being such as, in Ihe reasonable opinionoftbeUnderwdter, would affect matedally and adversely the ability of the Underwriter to market the Certificates; or (viii) any rating of the Certificates shall have been downgraded, suspended or withdrawn by a national rating service, which, in the Underwriter's reasonable opinion. materially adversely affects the marketability or market price of the Certificates; or (ix) the commencement of any action, suit or proceeding described in Section 6(f) which, in the judgment of the Underwriter, materially adversely affects the market price of the Certificates; or (x) there shall be in force a general suspension of trading on the New York Stock Exchange. (d) Closing Documents . At or prior to the Closing, the Underwriter shall receive with respect to the Certificates (unless the context otherwise indicates) the following documents: -6- (1) Final Opinion . An approving opinion of Spatial Counsel dated the date of the Closing and substantially in the form appended to the Official Statement, together with a letter from such counsel, dated the date of the Closing and addressed to the Underwriter, to the effect that the foregoing opinion addressed to the City may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it. (2) Supplemental Opinion. A supplemental opinion or opinions Counsel addressed to the City and the Underwriter, and dated the date of the Closing substantially to the following effect: of Special (i) The City Documents have been duly authorized, executed and delivered by the City and constitute the valid, legal and binding agreements of the City enforceable in accordance with their respective terms. (ii) The statements contained io the Official Statement (including the cover page and the Appendices thereto), insofar as such statements purport to summarize certain provisions of the Certificates, the Trust Agreement, the instailment Sale Agreement or the tax-exempt status of the interest component of the Installment Payments, accurately summarize the information presented therein; provided that Special Counsel need not express any opinion with respect to any financial or statistical information contained therein. (iii) The Certificates and the City's obligations under the Trust Agreement are exempt from registration under the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. (3) Disclosure Counsel Opinion. An opinion of Quint & Thimmig LLP, as Disclosure Counsel, addressed to the City and the Underwriter, stating that, without passing upon or assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement and making no representation that they have independently verified the accuracy, completeness or fairness of any such statements, based upon the information made available to them in the course of their participation in the preparation of the Official Statement, nothing has come to such counsel's attention which would lead them to believe that the Official Statement, including the cover page and all appendices therelo (excluding therefrom financial statements and statistical data, information regarding The Depository Trust Company, and its book entry system, and information regarding the Insurer and its Policy as to which no opinion need be expressed) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (4) City Attorney Opinion . An opinion of Richards, Watson & Gershon, as City Attorney, dated the date of the Closing and addressed to the City and the Underwriter, in form and substance acceptable to Special Counsel and the Underwriter, substantially to the following effect: (i) The City is a municipal corporation and general law city duly organized and validly existing under the Constitution and the laws of the State. (ii) The resolution ("City Resolution") of the City approving and authorizing the execution and delivery of the City Documents and approving the *7- Official Statement has been duly adopted, and the City Resolution is in full force and effect and has not been modified, amended or rescinded. (iii) The City Documents have been duly authorized, executed and delivered by the City and constitute the valid, legal and binding agreements of the City enforceable in accordance with their respective terms, (iv) The Installment Payments will be paid from the Tax Revenues which have been duly and validly authorized, and the Taxes will 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 Sale Agreement and the Trust Agreement. The Taxes will 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 the taxes, when levied, will constitute a valid and legally binding lien on the properties on which they have been levied, (v) Except as otherwise disclosed in the Official Statement and to the knowledge of such counsel, there is no litigation, proceeding, action, suit, or investigation at law or in equity before or by any court, governmental board or body, pending and served or overgy threatened in writing against the City, challenging the creation, organization or existence of the City, or the validity of the City Documents or seeking to restrain or enjoin the payment of the Installment Payments under the Installment Sale Agreement or contesting or affecting the validity of the City Documents or contesting the authority of the City to enter into or per[otto its obligations under any of the City Documents. (vi) Without having undertaken to determine independently and without assuming any responsibility for the accuracy, completeness or fairness of the statements concerning the City contained in the Official Statement under the captions ~THE PROJECT," and, "THE CITY OF TEMECULA," nothing has come to such counsel's attention which would lead such counsel to believe that the statements concerning the City contained therein {except for the financial. demographic and statistical data and summaries included therein as to which no advice need be given), as of the date of the Official Statement or the date of the Closing, contained or contains any untrue statement of a material fact or omitted or omils to state a material fact required to be stated therein or necessary in order to make the statements therein concerning the City, in the light of the circumstances under which they were made, not misleading. (5) Authority Counsel Opinion , An opinion of the counsel to the City Attorney, as counsel to the Authority, dated the date of the Closing and addressed to the City and the Underwriter, in form and substance acceptable to Special Counsel and the Underwriter. substantially to the following effect: (i) The Authority is a joint exercise of powers authority duly organized and validly existing under the laws of the State of California. (ii) The resolution ("Authority Resolution") of the Authority approving and authorizing the execution and delivery of the Conveyance Agreement, dated as of December 1,2001, by and between the District and the Authority, Installment Sale Agreement, the Trust Agreement and the Assignment Agreement the -8- (collectively, the "Authority Documents") has been duly adopted, and the Authority Resolution is in full force and effect and has not been modified, amended or rescinded, (iii) The Authority Documents have been duly authorized, executed and delivered by the Authority and constitute the valid, legal and binding agreements of the Authority enforceable in accordance with their respective terms. (iv) Except as otherwise disclosed in the Official Statement and to the knowledge of such counsel, there is no litigation, action, suit, proceeding or investigation at law or in equity before or by any court, governmental board or body, pending and served or overtly threatened in writing against the Authority, challenging the creation, organization or existence of the Authority, or the validity of the Certificates or the documents to which the Authority is a party, or contesting the authority of the Authority to enter into or pedorm its obligations under any of the documents to which the Authority is a party, or which questions the issuance of the Certificates. (6) Trustee Counsel Opinion . The opinion of counsel to the Trustee, dated the date of the Closing, addressed to the City and the Underwriter, to the effect that: (i) The Trusteeis a national banking association, duly organized and validly existing under the laws of the United States of America, having full powertoenterinto, acceptandadministerthetrust created under the Trust Agreement. (ii) The Trust Agreement and the Assignment Agreement have been duly authorized, executed and delivered by the Trustee and constitute the legal, valid and binding obligations of the Trustee enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and application of equitable principles, if equitable remedies are sought. by the (7) Escrow Bank Counsel Opinion . The opinion of counsel to the Escrow Bank, dated the date of the Closing, addressed to the City and the Underwriter, to the effect that: (i) The Escrow Bank is a national banking association, duly and validly existing under the laws of the United States of America, having full power to enter into, accept and administer the trust created under the Escrow Agreement. organized (ii) The Escrow Agreement has been duly authorized, executed and delivered by the Escrow Bank and constitutes the legal, valid and binding obligation of the Escrow Bank enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought. (8) City Certificate . A certificate of the City, dated the date of the Closing, signed on behalf of the City by the City Manager or other duly authorized officer of the City to the effect that: (i) The representations, warranties and covenants of the City contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing and the City has complied with all of the terms and conditions of this Purchase Agreement required to be complied with by the City at or pdor to the date of the Closing, (ii) No event affecting the City has occurred since the date of the Official Statement which has not been disclosed therein or in any supp[ement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (9) Authority Certificate . A certificate of the Authority, dated the date of the Closing, signed on behalf of the Authority by the Executive Director or other duly authorized officer of the Authority to the effect that no event affecting the Authority has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (10) Trustee Certificate ,AcertificateoftheTrustee, dated thedate of Closing, addressed to the Authority, the City and the Underwriter to the following effect: (i) The Trustee is duly organized and existing as a national association, duly organ[zed and vatidly existing under the laws of the United States of America, having the full power and authority to enter into and perform its duties under the Trust Agreement and the Assignment Agreement. banking (ii) The Trustee is duly authorized to enter into the Trust Agreement and the Assignment Agreement and the Trust Agreement and the Assignment Agreement have been duly executed and delivered by the Trustee. (iii) To the best knowledge of the Trustee, after due inquiry, there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or governmental body, public board or body served upon the Trustee or threatened against the Trustee which in the reasonable judgment of the Trustee would affect the existence of the Trustee or in any way contesting or affecting the validity or enforceability of the Trust Agreement and the Assignment Agreement or contesting the powers of the Trustee or its authority to enter into and perform its obligation under the Trust Agreement and the Assignment Agreement. (11) Escrow Bank Certificate . A certificate of the Escrow Bank, dated the date of Closing, addressed to the Authority, the City and the Underwriter to the following effect: (i) The Escrow Bank is duly organized and existing as a national banking association, duly organized and validly existing under the laws of the United States of America, having the full power and authority to enter into and perform its duties under the Escrow Agreement. (ii) The Escrow Bank is duly authorized to enter into the Escrow Agreement and the Es~ow Agreement has been duly executed and delivered by the Escrow Bank. -10- (iii) To the best knowledge of the Escrow Bank, after due inquiry, there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or governmental body, public board or body served upon the Escrow Bank or threatened against the Escrow Bank which in the reasonable judgment of the Escrow Bank would affect the existence of the Escrow Bank or in any way contesting or affecting the validity or enforceability of the Escrow Agreement or contesting the powers of the Escrow Bank or its authority to enter into and perform its obligation under the Escrow Agreement. (12) Documents. An original executed copy of each of the City Documents and the Authority Documents. (13) Policy. A certified copy of the Policy, together with any endorsements thereto, issued by the Insurer with respect to the Certificates as well as an opinion of counsel to the Insurer and a Certificate of the Insurer satisfactory to Special Counsel. (14) Reserve Policy. A certified copy of the Reserve Policy, together with opinion of counsel to the Insurer and a Certificate of lhe Insurer satisfactory to Special Counsel. an (15) Verification Report . A verification report of Grant Thornton LLP relating to the defeasance of the Prior Certificates satisfactory in form and substance to Special Counsel. (16) Arbitrage Certificate. An arbitrage certificate executed by the City satisfactory in form and substance to Special Counsel. (17) 8038-G. Evidence that the federal tax information form 8038-G has been executed by the City. and (18) Additional Documents . Such additional certificates, instruments and other documents as Special Counsel, the City or the Underwriter may reasonably necessary. If the City or the Authority shali be unable to satisfy the conditions contained in this Purchase Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter, the City, nor the Authority shall be under fudher obligation hereunder, except as further set forth in Section 9. deem 8, Expenses, Whether or not the Underwriter accepts delivery of and pays for the Certificates as set forth herein, the Underwriter shall be under no obligation to pay, and the Authority and the City shall pay or cause to be paid the expenses incident to the performance of the obligations of the Authority and the City hereunder including but not limited to: (a) the costs of the preparation and pdnfing, or other reproduction (for distribution on or prior to the date hereof) of the City Documents and the cost of preparing, printing, issuing and delivering the definitive Certificates; (b) the fees and disbursements of any counsel, financial advisors, pricing consultants, accountants or other experts or consultants retained by the City; (c) the fees and disbursements of Special Counsel and Disclosure Counsel; (d) the cost of preparation and printing of the Preliminary Official Statement and any supplements and amendments thereto and the cost of preparation and printing of the Official Statement, including the requisite number of copies thereof for distribution by the Underwriter; (e) premiums for the Policy and the Reserve Policy, and (f) charges of rating agencies for the rating of the Certificates. -11- Whether or not the Under, vriter accepts delivery of and pays for the Certificates as set forth herein, the Unde~vriter shall pay, and the City and the Authority shall not be under an obtigation to pay, CUSIP Bureau and CDIAC fees and expenses, fees and expenses to qualify the Certificates for sale under any '"blue sky" laws, fees and expenses of counsel to the Underwriter, and all other expenses incurred by it in connection with the public offering and distribution of the Certificates. 9. Notice. Any notice or other communication to be given to the City or the Authority under this Purchase Agreement may be given by delivering the same in writing to such entity at the address set forth above. Any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing 1o Stone & Youngberg LLC, 15260 Ventura Boulevard, Suite 1520, Sherman Oaks, CA 91403, Attention: Public Finance Department. 10. Entire Agreement. This Purchase Agreement, when accepted by the City shall constitute the entire agreement between the City, the Authority and the Underwriter and is made solely for the benefit of the City and the Underwriter (including the successors or assigns of any Underwriter). No other person sha~l acquire or have any right hereunder by virtue hereof, except as provided herein. All of the City's representations, warranties and agreements in this Purchase Agreement shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriter, until the earlier of (a) delivery of and payment for the Certificates hereunder, and (b) any termination of this Purchase Agreement. 11. Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 12, Severabildy. in case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 13. State of California Law Governs. The validity, interpretation and pedormance of this Purchase Agreement shall be governed by the laws of the State. -12- 14. No Assignment. The rights and obligations created by this Purchase Agreement shall not be subject to assignment by either the Unde~vriter, the City, or the Authority without the prior written consent of the other parties hereto. STONE & YOUNGBERO LLC Accepted as of the date first stated above: CITY OF TEMECULA By: Managing Director By: Authorized Officer 0200202 APPENDIX A Certificates of Participation (2001 Capital Improvement Financing Project) Evidencing Direct, Undivided Fractional Interests of the Owners Thereof in Installment Payments to be Made by the CITY OF TEMECULA (Riverside County, California) AS the Purchase Price for Certain Property Pursuant to an Installment Sale Agreement with the Temecula Public Financing Authority Date (October 1 ) Amount Interest Rate Yield Price Appendix A Q~nt& ThiromigLLP 08/16/01 10/11/01 10/24/01 CONTINUING DISCLOSURE CERTIFICATE This CONTINUING DISCLOSURE CERTIFICATE (the "Disclosure Certificate") is executed and delivered by the CITY OF TEMECULA (the "City") in connection with the execution and delivery of $. Certificates of Participation (2001 Capital Improvement Financing Project) (the "Certificates"). The Certificates are being executed and delivered pursuant to a Trust Agreement, dated as of December 1, 2001, by and among U.S. Bank Trust National Association, as trustee, the City and the Temecula Public Financing Authority (the "Trust Agreement"). The City covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the Certificates and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Trust Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings: "Annual Reporf' shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Dissemination Agenf' shall mean U.S. Bank Trust National Association, or any successor Dissemination Agent designated in writing by the City and which has filed with the City and the Trustee a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. "Participating Underwriter" shall moan an3, of thc original underwriters of the ] Certificates required to comply with the Rule in connection with offering of the Ccrtificater. Stone I & Youngberg LLC. "Repository" shall mean each National Repository and each State Repository. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State Repository" shall mean any public or private repository or entity designated by the State of California as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Certificate, there is no State Repository. 02002.02 Section 3. Provision of Annual Reports. (a) The City shall or, upon written direction, shall cause the Dissemination Agent to, not later than six months after the end of the City's fiscal year (which date nine months after the end of the City's fiscal year currently would be March 31), commencing with the report for the 2000-2001, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate with a copy to the Trustee. Not later than fifteen (15) Business Days prior to said date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the date required above for the filing of the Annual Report if not available by that date. If the City's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section fi(c). The City shall provide a written certification with each Annual Report furnished to the Dissemination Agent and the Trustee to the effect that such Annual Report constitutes the Annual Report required to be furnished by the City hereunder. (b) If the City is unable to provide to the Repositories an Annual Report by the date required in subsection (a), the City shall send a notice to the Municipal Securities Rulemaking Board in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and each State Repository, if any; and (ii) to the extent the Annual Report has been furnished to it, if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided. Section 4. Content of Annual Reports. The City's Annual Report shall contain or incorporate by reference the following: (a) Audited Financial Statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the City's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) Operating data relating to thc City's municipal sewer enterprise for the preceding fiscal year, unless otherwise presented in the City's audited financial statements, consisting of: [TO BE DETERMINED] Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be -2- available from the Municipal Securities Rulemaking Board. The City shall clearly identify each such other document so included by reference. (c) In addition to any of the information expressly required to be provided under this Disclosure Certificate, the City shall provide such further material information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. Section 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Certificates, if material: (i) Principal and interest payment delinquencies. (ii) Non-payment related defaults. (iii) Unscheduled draws on debt service reserves reflecting financial difficulties. (iv) Unscheduled draws on credit enhancements reflecting financial difficulties. (v) Substitution of credit or liquidity providers, or their failure to perform. (vi) Adverse tax opinions or events affecting the tax-exempt status of the security. (vii) Modifications to rights of security holders. (viii) Contingent or unscheduled bond calls, (ix) Defeasances. (x) Release, substitutioo, or sale of property securing repayment of the securities. (xi) Rating changes. (b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall as soon as possible determine if such event would be material under applicable Federal securities law. (c) If the City determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the City shall promptly file a notice of such occurrence with the Municipal Securities Rulemaking Board and each State Repository with a copy to the Trustee, together with written direction to the Trustee whether or not to notify the Certificate holders of the filing of such notice. In the absence of any such direction, the Trustee shall not send such notice to the Certificate holders. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(viii) and (ix) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Certificates pursuant to the Trust Agreement. Section 6. Termination of Reportine Obligation. The City's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Certificates. If such termination occurs prior to the final maturity of the Certificates, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). Section 7. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be U.S. Bank Trust National Association. Any -3- Dissemination Agent may resign by providing thirty days' written notice to the City and the Trustee. Section 8. Amendment: Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied (provided neither the Trustee nor the Dissemination Agent shall be obligated to enter into or be bound by any such amendment that modifies or increases its duties or obligations under this Disclosure Certificate): (a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Certificates, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Certificates, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver either (i) is approved by holders of the Certificates in the manner provided in the Indenture for amendments to the Indenture with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Certificates. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to the Repositories in the same manner as for a Listed Event under Section 5(c). Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. I£ the City chooses to include any information in any Annual Report or notice ot' occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. -4- Section 10. Default. In the event of a failure of the City to comply with any provision of this Disclosure Certificate the Trustee, at the written direction of any Participating Underwriter or the holders of at least 25% aggregate principal amount of Outstanding Certificates. shall, but only to the extent moneys or other indemnity, satisfactory to the Trustee, has been furnished to the Trustee to hold it harmless from any loss, costs, liability or expense, including fees and expenses of its attorneys and any additional fees of the Trustee, or any holder or beneficial owner of the Certificates may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Trust Agreement, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance. Neither the Trustee nor the Dissemination Agent shall have any financial liability of any kind whatsoever to the City, the holders of the Certificates or any other party from any breach by the City under this Disclosure Certificate. Section l 1. Duties, Immunities and Liabilities of Dissemination Agent. Article VIII of the Trust Agreement is incorporated herein and the Trustee and the Dissemination Agent shall be entitled to the provisions therein in the performance of any duties or obligations under this Disclosure Certificate. The Dissemination Agent and the Trustee shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent and the Trustee, their officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's or the Trustee's respective negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent and the Trustee shall have no duty or obligation to review any information provided to it by the City and shall not be deemed to be acting in any fiduciary capacity for the City, the Certificate holders or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Certificates. Section 17. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Trustee, the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the Certificates, and shall create no rights in any other person or entity. Date: December 20, 2001 CITY OF TEMECULA By Mayor -5- EXHIBIT A NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Name of Issue: Date of Issuance: CITY OF TEMECULA $ ........ Certificates of Participation (2001 Capital Improvement Financing Project) Evidencing Direct, Undivided Fractional Interests of the Owners Thereof in Installment Payments to be made by the City of Temecula, as the Purchase Price for Certain Property Pursuant to an Installment Sale Agreement with the Temecula Public Financing Authority December 2~0, 2001 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Certificates as required by Section 10.07 of the Trust Agreement, dated as of December 1, 2001, by and among U.S. Bank Trust National Association, as trustee, the City and the Temecula Public Financing Authority. The Issuer anticipates that the Annual Report will be filed by Dated: __ CITY OF TEMECULA By Title cc: Trustee PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 30, 2001 NE~V ISSUE-Book Entry Only RATING: Standard & Poor's: AAA (see "RATING" herein) in the opinion of Quint & Thimmig LLP, San Francisco, California, Special Counsel, subject, however to certain qualifications described herein, under existing Iaw, the portion of InstaIIment Payments designated as and comprising interest and received by the Certificate C)wners is excluded from gross income for federal income tax purposes, is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although, for the purposes of computing the alternative minimum tax imposed on certain corporations· such interest is taken into account in determining certain income and earnings and the Installment Sale Agreement is a "qualified tax-exempt obligation" with the meaning of section 265(b)(3) of the Internal Revenue Code of 1986. In the furlher opinion of Special Counsel, such interests is exempt from California personal income taxes. See "TAX MATERS" herein. $ * CERTIFICATES OF PARTICIPATION (2001 Capital Improvement Financing Project) Evidencing a Direct, Undivided Fractional Interest of the Owner Hereof in Installment Payments to be Made by the CITY OF TEMECULA (Riverside County, California) As the Purchase Price for Certain Property Pursuant to an - ~ Installment Sale Agreement with the Temecula Public Financing Authority Dated as of Date of Delive~d Due October 1, as shown below The Certificates are being executed and delivered to provide moneys to fi) refund the Temecula Community Services District Certificates of Participation (Community Recreation Project), Series 1992, execoted and delivered to finance the costs of construction of a community recreation center, (ii) finance lhe costs of construction of various recreational facilities inc[oding, but not limited to, a new community sports park, (iii) purchase a municipal bond debt service r~erve insurance policy in lleu of cash funding a reserve fund, and (iv) pay certain expenses of the transaction See "PLAN OF FINANCING" herein. The Certificates will be executed and delivered under the provisions of a Trust Agreemenh dated as of I~cember l, 2001 (the "Trust Agreement"), by and among the City of Temecula (the "City"), the Temecula Public Financing Authority (the "Authority") and U.S. Bank Trust National Association, as trustee (the "Trustee"), and will represent direct, undivided fractional interests Jn certain installment payments (the "Installment Payments") to be made by the City pursuanl to an Installment Sale Agreement, dated as of December 1, 2001 (the "Installment Sale Agreement"), by and beheeen the Authority and the Ci~ Interest (due semi-annually on each April 1 and October 1, commencing April 1, 2002) wilh respect to the Certificates will be mai[ed by the Trustee by first class ma0 to each registered owner of the Certificates, or at the option of a registered owner of at least $1,000,000 in principal amount uf Certificates, by wire transfer, as more fu0y described herein. The City is, as described herein, legally required under the Installmenl Sale Agreement to make Installment Payments from the proceeds of a special tax levied by the City for purposes of operating, maintaining and servicing public parks and recreational facilities, recreational and community services programs, median landscaping, arterial street lights and traffic signals throughout the City and administrative expenses incurred by the City in connection therewith, which special tax was approved by more than t's'o-lhirds of the ballots cast in connection therewith at an election held on March 4, 1997. See "SOURCE OF PAYMENT FOR THE CERTIFICATES" and "TAX REVENUES" herein The Certificates wl]I be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New, York, New York Purchasers will not receive certificates representing their ownership interest in the Certificates purchased. (See "THE CERT[FICATES-Book-Enlry Only System" herein). The Certificates are subject to optional and mandatory redemption prior to maturity as described herein. The scbedu[ed payment of principal and interest with respect to the Certificates when due will be guaranteed under an insurance policy to be issued concurrengy with tbo delivery of the Certificates by FINANCIAL SECURITY ASSURANCE INC, Additional information with respect to the Certificales is contained lhroughout this Official Statement, which should be read in its entirety. ~e "THE CERTIFICATES-Risk Factors" herein for a description of certain risks which may affect the timely payment when due of principal and interest with respect 1o the Certificates. MATURITY SCHEDULE~ Year Principal Interest Price or Year Principal Interest Price or tOctober 1} Amount Rate Yield fOctober 11 Amount R~Ze Yield Certificates Due October 1, ~ at %, to Yield % The Certificates are offered when, as and if delivered and received by the Under~¥riter, subject to the opinion of Quint & Thimmig LI_P, San Franciscn, California, Special Counsel, and certain other condi0ons. Certain legal matters will be passed upon for the City by Richards, Watsun & Gershon, Los Angeles, California, City Attorney, and for the City by Qoint & Thimmig LLP, San Francisco, California, Disclosure Counsel. It is anticipated that the Certificates in book-entry only form wi0 be available for delivery in New York, New York on or about December 20, 2001. December ~ 200~ Stone & Youngberg LLC *PreIiminary, subject to change. CITY OF TEMECULA Riverside County, California City Council Jeff Comerchero, Mayor Ron Roberts Mayor Pro Tern Jeff Stone Councilmember Albert "Sam" Pratt Councilmember Michael S. Naggar Councihnember Administration Shawn Nelson City Manager Genie Roberts Director of Finance SPECIAL SERVICES City Attorney Richards, Watson & Gershon Los AngeIes, California Special Counsel~Disclosure Counsel Quint & Thimmig LLP San Francisco, California Verification Agent Grant Thornton LLP Minneapolis, Minnesota Trustee U.S. Bank Trust National Association Los Angeles, California No dealer, broker, salesperson or other person has been authorized by the City to give any information or to make any representations with respect to the Certificates 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 the City or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the Certificates by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. IN CONNECTION WITH THE OFFERING OF THE CERTIFICATES, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CERTIFICATES AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. This Official Statement is not to be construed as a contract with the purchasers of the Certificates. 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 obtained from official sources which are believed to be reliable but it is not guaranteed as to accuracy or completeness. The information and expression of opinions herein are subject to change without notice, and neither delivery of this Official Statement nor any sale made thereunder will, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. All summaries of the Installment Sale Agreement, Trust Agreement or other documents are made subject to the provisions of such documents and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the City for further information in connection therewith. This Official Statement, including any supplement or amendment thereto, is intended to be deposited with one or more repositories. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws applied to the facts and circumstances of this transaction, but the Underwriter does not g~arantee the accuracy or completeness of such information. Other than with respect to information concerning Financial Security Assurance Inc. (the "Municipal Bond Insurer") contained under the caption "MUNICIPAL BOND INSURANCE" and "APPENDIX E-SPECIMEN MUNICIPAL BOND INSURANCE POLICY" herein, none of the information in this Official Statement has been supplied or verified by the Municipal Bond Insurer, and the Municipal Bond Insurer makes no representation or warranty, express or implied, as to (i) the accuracy or completeness of such information; (ii) the validity of the Installment Sale Agreement; or (iii) the tax exempt status of the interest with respect to the Certificates. Certain statements included or incorporated by reference in this Official Statement constitute "forward-looking statements." ,Such statements are generally identifiable by the terminology used, such as "plan," "expect," "estimate," "budget" or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The City does not plan to issue any updates or revisions to those forward- looking statements if or when their expectations, or events, conditions or circumstances on which such statements are based, occur. Table of Contents INTRODUCTION ........................................... ESTIMATED SOURCES AND USES OF PROCEEDS .................................................... 3 PLAN OF FINANCING .................................. 3 Refunding of Prior Certificates ..................... 3 2001 Project ................................................. 4 THE CERTIFICATES ....................................... 4 Purpose of the Certificates ............................ 4 Description .................................................. 4 Book-Entry-Only System .............................. 5 Trustee ........................................................ 7 Redemption ................................................ 7 SECURITY FOR THE CERTIFICATES ........... 10 General ..................................................... 10 Tax Revenues ............................................ 11 Limitations on Future Obligations Secured by Tax Revenues .......................... 12 Reserve Fund; Surety Bond ....................... 13 MUNICIPAL BOND INSURANCE ................ 15 Municipal Bond Insurance Policy ................ 15 Financial Security Assurance Inc ................ 15 TAX REVENUES ..........................................16 Tax Levy ................................................... 16 The Teeter Plan ......................................... 18 CERTIFICATE OWNERS' RISKS ................... 18 Levy and Collection of the Tax ................... 18 Depletion of Reserve Fund ........................ 19 Bankruptcy Proceedings ............................ 19 Payment of Tax Not a Personal Obligation of the Property Owners ............. 20 Loss of Tax Exemption ............................... 20 No Obligation of the City to Pay Debt Service ...................................................... 21 CONSTITUTIONAL AND STATUTORY PROVISIONS AFFECTING CIIW REVENUES AND APPROPRIATIONS ............................. 21 Article XIIIA of the California Constitution ............................................... 21 Legislation Implementing Article XIIIA ...... 22 Article XIIIB of the California Constitution ............................................... 22 Proposition 62 ............................................ 22 Proposition 111 .......................................... 23 Proposition 218 .......................................... 24 Future Initiatives ....................................... 24 THE CITY .................................................... 24 THE AUTHORITY ........................................ 25 APPROVAL OF LEGAL PROCEEDINGS ...... 25 LITIGATION ................................................ 25 TAX MATTERS ............................................ 25 RATING ...................................................... 26 VERIFICATION ............................................ 27 UNDERWRITING ........................................ 27 CONTINUING DISCLOSURE ....................... 27 PROFESSIONAL FEES .................................. 28 MISCELLANEOUS ....................................... 28 Labor Relations ........................................... 2 Construction Activity ................................... 3 Employment ............................................... 4 Taxable Retail Trade .................................... 6 Direct and Overlapping Bonded Debt .......... 8 Industrial Real Estate ................................... 8 Education .................................................... 9 Health Services ............................................ 9 Utilities ....................................................... 9 Recreation & Tourism ..................................9 APPENDIX A-GENERAL ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY APPENDIX B-SUMMARY OF PRINCIPAL LEGAL DOCUMENTS APPENDIX C--PROPOSED FORM OF SPClAL COUNSEL OPINION APPENDIX D-FORM OF CONTINUING DISCLOSURE CERTIFICATE APPENDIX E-SPECIMEN MUNICIPAL BOND INSURANCE POLICY CERTIFICATES OF PARTICIPATION (2001 Capital Improvement Financing Project) Evidencing a Direct, Undivided Fractional Interest of the Owner Hereof in Installment Payments to be Made by the CITY OF TEMECULA (Riverside County, California) As the Purchase Price For Certain Property Pursuant to an Installment Sale Agreement with the TEMECULA PUBLIC FINANCING AUTHORITY INTRODUCTION This Introduction is subject in all respects to the more detailed information contained elsewhere in this Official Statement. The offering of the Certificates to potential investors is made only by means of the entire Official Statement. Definitions of certain terms used in this Introduction and not otherwise defined are set forth elsewhere in this Official Statement or in "APPENDIX B-SUMMARY OF PRINCIPAL LEGAL DOCUMENTS-Definitions." This Official Statement sets forth information in connection with the execution and delivery of $ * principal amount of Certificates of Participation (the "Certificates") evidencing interests of the owners thereof (the "Owners") in installment payments (the "Installment Payments") to be made by the City of Temecula (the "City") as the purchase price for certain property pursuant to an installment sale agreement, dated as of December 1, 2001 (the "Installment Sale Agreement"), by and between the Temecula Public Financing Authority (the "Authority"), as seller, and the City, as purchaser. The Certificates are being executed and delivered to provide funds to (i) refund the Temecula Community Services District Certificates of Participation (Community Recreation Project), Series 1992 (the "Prior Certificates"), executed and delivered to finance the costs of construction of a community recreation center, (ii) finance a portion of the costs of construction of a community sports park (the "2001 Project"), (iii) purchase a municipal bond debt service reserve insurance policy in lieu of cash funding a reserve fund, and (iv) to pay certain expenses of the transaction. See "ESTIMATED SOURCES AND USES OF FUNDS" and "PLAN OF FINANCING" herein. The Certificates are being executed and delivered pursuant to a trust agreement, dated as of December 1, 2001 (the "Trust Agreement"), by and among the City, the Authority and U.S. Bank Trust National Association, as trustee (the "Trustee"). Each Certificate represents a direct, undivided fractional interest of the Owner thereof in Installment Payments to be made by the City pursuant to the Installment Sale Agreement. The semiannual Installment Payments are designed, in both time and amount, to pay when due the principal and interest with respect to the Certificates. The Installment Payments are payable from and secured by a pledge of and lien on the Tax Revenues (as hereinafter defined). See "SECURITY FOR THE CERTIFICATES" herein. Tfie Installment Sale Agreement provides for the issuance of additional indebtedness on a parity with the Installment Payments upon *Preliminary, subject to change. satisfaction of certain conditions set forth in the Installment Sale Agreement. See "SECURITY FOR THE CERTIFICATES--Parity Debt." Pursuant to an assignment agreement, dated as of December 1, 2001 (the "Assignment Agreement"), by and between the Authority and the Trustee, the Authority will assign to the Trustee, for the benefit of the Owners of the Certificates, substantially ali of its rights in the Installment Sale Agreement, including its rights to receive and collect all of the Installment Payments and all other amounts required to be deposited in the Installment Payment Fund. The scheduIed payment of the principal and interest with respect to the Certificates when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Certificates by Financial Security Assurance Inc. (the "Municipal Bond Insurer"). See "MUNICIPAL BOND INSURANCE" herein. The City was incorporated on December 1, 1989. It is comprised of 27.1 square miles and is located in southwest Riverside County. The City is a general law city pursuant to the California Government Code. The City has a Council-Manager form of government and is represented by the five members of the City Council who are elected at-large to serve a four- year term. The Mayor is selected annually by the members of the City Council. The City has covenanted for the benefit of Owners and beneficial owners of the Certificates to provide certain financial information and operating data relating to the City by not later than March 31 each year, commencing March 31, 2002 with respect to the report for the 2000-20001 fiscal year (the "Annual Report"), and to provide notices of the occurrence of certain enumerated events, if deemed by the City to be material under federal securities laws. The Annual Report will be filed by the City with each Nationally Recognized Municipal Securities Information Repository ("National Repository"), and with the appropriate State information depository, if any. The notices of material events will be filed by the City with the National Repositories or the Municipal Securities Rulemaking Board (and with the appropriate State information depository, if any). The specific nature of the information to be contained in the Annual Report or the notices of material events is set forth below under the caption "APPENDIX D-FORM OF CONTINUING DISCLOSURE CERTIFICATE." These covenants have been made in order to assist the Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). The City has not failed to comply in all material respects under any previous continuing disclosure undertaking under said Rule. ESTIMATED SOURCES AND USES OF PROCEEDS The following is a summary of the estimated sources and uses of funds relating to the Certificates. SOURCES Par Amount Premium Prior Funds TOTAL SOURCES USES Deposit to Escrow Fund Deposit to Project Fund Deposit to Delivery Costs Fund(l) Underwriter's Discount TOTAL USES (1) Includes legal fees, financing and consulting fees, printing costs, rating agency fees, premium for municipal bond insurance and a municipal bond debt service reserve insurance policy and other miscellaneous expenses. PLAN OF FINANCING Refunding of Prior Certificates The Temecula Community Services District (the "District"), working together with the Temecula Public Facilities Financing Corporation, has caused the Prior Certificates to be executed and delivered in the aggregate principal amount of $5,380,000, the proceeds of which were used to finance the construction of a community recreation center (the "1992 Project"). The obligations of the District with respect to the Prior Certificates have been assumed by the City and are payable from the Tax Revenues. A portion of the proceeds of the Certificates will be applied to the purchase of direct obligations of the United States of America (the "Escrow Securities") which will be deposited in an escrow fund (the "Escrow Fund") to be established under an Escrow Deposit and Trust Agreement, dated as of the date of delivery of the Certificates (the "Escrow Agreement5'), between the District and U.S. Bank Trust National Association, as trustee for the 1992 Certificates and as escrow bank (the "Escrow Bank"). The Escrow Securities will be held by the Escrow Bank and will mature at such times and in such amounts so that sufficient moneys will be available to pay all principal and interest coming due with respect to the 1992 Certificates through and including October 1, 2002, and to redeem all remaining 1992 Certificates outstanding on October 1, 2002 at par plus a redemption premium of two percent (2%) of the principal amount represented thereby. Amounts on deposit in the Escrow Fund that are not needed for the redemption of the 1992 Certificates on October 1, 2002, will be transferred to the Trustee and will be deposited into the Installment Payment Fund for credit towards the payment of the next Installment Payment. Sufficiency of the Escrow Securities and cash on deposit in the Escrow Fund to pay and redeem the 1992 Certificates will be verified by Grant Thornton LLP. See "VERIFICATION" herein. Moneys and securities on deposit in the Escrow Fund will not be available under any circumstances to pay principal or interest with respect to the Certificates. 2001 Project A portion of the proceeds of the Certificates will be applied to finance the costs of construction of various recreational facilities including, but not limited to, a new community sports park. THE CERTIFICATES Purpose of the Certificates The Certificates are being sold to provide funds to (a) refund the Prior Certificates, (b) finance the 2001 Project, (c) purchase a municipal bond debt service reserve insurance policy in lieu of cash funding a reserve fund, and (d) pay the Delivery Costs. Authority for Execution and Delivery The InstaIlment Sale Agreement and the Trust Agreement are being executed and delivered pursuant to a Resolution adopted by the City Council of the City on November 27, 2001 (the "City Resolution"), and a Resolution adopted by the Board of Directors of the Authority on November 27, 2001 (the "Authority Resolution"). Description Each Certificate represents a direct, undivided fractional interest of the Owner thereof in Installment Payments to be made by the City pursuant to the Installment Sale Agreement. The semiannual Installment Payments are designed, in both time and amount, to pay when due the principal and interest with respect to the Certificates. The Certificates will be executed, sold and delivered as fully registered certificates in the denominations of $5,000 each or any integral multiple thereof. The Certificates will be dated the date of their original delivery to the Underwriter (the "Delivery Date"). The Certificates will represent interest at the rates and will be payable in the amounts and on the dates set forth on the cover page of this Official Statement. Interest with respect to the Certificates is payable semi-annuaIly on each April I and Octoberl (each an "Interest Payment Date"), commencing April 1, 2002. Such interest is payable by check mailed to the Owners whose names appear on the registration books of the Trustee as of the close of business on the fifteenth calendar day of the month immediately preceding each Interest Payment Date (each, a "Record Date"); provided, however, that payment of interest may be made by wire transfer to any Owner of Certificates in the aggregate principal amount of $1,000,000 or more upon the written request of such Owner to the Trustee prior to the Record Date. The Certificates will be delivered in book-entry form only and will be initially issued and registered in the name of Cede & Co. as nominee for The Depository Trust Company, New York, New York (collectively referred to herein as "DTC"). Purchasers will not receive certificates representing their interest in the Certificates. The Certificates will mature on October 1, in the years and amounts, and interest will be payable with respect thereto, as set forth on the cover hereof. Interest with respect to the Certificates is payable semiannually on each Interest Payment Date, to and including the date of maturity or redemption, whichever is earlier. Said interest represents the portion of Installment Payments designated as interest and coming due on such Interest Payment Date, and will be computed on the basis of a 360-day year consisting of twelve 30-day months. The share of the portion of Installment Payments designated as interest with respect to any Certificate can be computed by multiplying the portion of Installment Payments designated as principal represented by such Certificate by the rate of interest represented by such Certificate. Book-Entry-Only System The information in this section concerning DTC and DTC'S book-entry system has been obtained from sources that the City believes to be reliable, but the City takes no responsibility for the accuracy thereof. The City cannot and does not give any assurances that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Certificates, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Certificates, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Certificates, or that they will so do on a timely basis or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Official Statement. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. DTC will act as securities depository for the Certificates. The Certificates will be issued as fully-registered securities registered initially in the name of Cede & Co. (DTC's partnership nominee). One fully-registered certificate for each maturity will be issued for the Certificates in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). Purchases of the Certificates under the DTC system must be made by or through Direct Participants, which will receive a credit for the Certificates on DTC's records. The ownership interest of each actual purchaser of each Certificate ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Certificates are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive physical certificates representing their ownership interests in Certificates, except in the event that use of the book-entry system for the Certificates is discontinued. To facilitate subsequent transfers, all Certificates deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of Certificates with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Certificates; DTC's records reflect only the identity of the Direct Participants to whose accounts such Certificates are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to Cede & Co. If less than all of the Certificates within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to the Certificates. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Certificates are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments with respect to the Certificates will be made to DTC. DTC's practice is to credit Direct Participants' accounts on a payable date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on a payable date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the City and the Trustee, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Certificates at any time by giving reasonable notice to the City, or the City may decide to discontinue use of the system of book-entry transfers through DTC. Under such circumstances, in the event that a successor securities depository is not obtained, fully registered physical certificates are required to be printed and delivered. Trustee U.S. Bank Trust National Association, Los Angeles, California, will act as the Trustee. As long as DTC's book-entry method is used for the Certificates, the Trustee will send any notice of redemption or other notices to owners only to DTC. Any failure of DTC to advise any DTC Participant, or of any DTC Participant to notify any Beneficial Owner, of any such notice and its content or effect will not affect the validity or sufficiency of the proceedings relating to the redemption of the Certificates called for redemption or of any other action premised on such notice. The Trustee, the City, the Authority and the Underwriter of the Certificates have no responsibility or liability for any aspects of the records relating to or payments made on account of beneficial ownership, or for maintaining, supervising or reviewing any records relating to beneficial ownership, of interests in the Certificates. So long as the outstanding Certificates are registered in the name of Cede & Co. or its registered assigns, the Trustee and the City shall cooperate with Cede & Co., as sole registered owner, or its registered assigns in effecting payment of the principal and interest with respect to the Certificates by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. Interest with respect to each Certificate shall be payable from the Interest Payment Date next preceding the date of execution thereof, unless: (a) it is executed after a Record Date and on or before the following Interest Payment Date, in which event interest represented thereby shall be payable from such Interest Payment Date; or (b) it is executed on or before the first Record Date, in which event interest represented thereby shall be payable from the related Delivery Date; provided, however, that if, as of the date of execution of any Certificate, interest with respect to such Certificate is in default, interest represented thereby shall be payable from the Interest Payment Date to which interest represented thereby has previously been paid or made available for payment. Redemption Optional Redemption. The Certificates maturing on or after October 1, __, are subject to redemption in whole or in part on any date on or after October 1, , at the principal amount with respect thereto, together with the premium set forth below (expressed as a percentage of the total principal amount redeemed), and accrued interest to the date fixed for redemption from the proceeds of optional Prepayments made by the City pursuant to the Installment Sale Agreement: October 1, October 1, October 1, __ Redemption Period through September 30, through September 30, and thereafter Premium Mandatory Redemption. The Certificates maturing on October 1, , are subject to mandatory redemption on October 1 in each year on and after October 1, , from the principal components of the Installment Payments required to be paid by the City pursuant to the Installment Sale Agreement with respect to each such redemption date, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium, as follows: Mandatory Mandatory Redemption Date Principal Redemption Date Principal (October 1) Amount* (October 1) Amount* *Preliminary, subject to change. ~'Maturity In the event that the Trustee optionally redeems the Certificates maturing on October 1, , in part but not in whole, the amount of such Certificates to be mandatorily redeemed in each subsequent year shall be reduced pro rata to correspond to the principal components of the Installment Payments prevailing following such redemption, determined as set forth in the Installment Sale Agreement. Selection of Certificates for Redemption. Whenever provision is made for the redemption of Certificates and less than all Outstanding Certificates are called for redemption, the Trustee shall select Certificates for redemption in any order of maturity selected by the City (and if not selected by the City, in inverse order of maturity) and by lot within a maturity. The Trustee will promptly notify the City and the Authority in writing of the Certificates so selected for redemption. Notice of Rede~nption. Notice of any such redemption will be given by the Trustee on behalf and at the expense of the City by mailing a copy of a redemption notice by first class mail at least thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption to such Owner of the Certificate or Certificates to be redeemed at the address shown on the Certificate Register maintained by the Trustee; provided, however, that neither the failure to receive such notice nor any defect in any notice shall affect the sufficiency of the proceedings for the redemption of the Certificates. Ali notices of redemption will be dated and will state: (i) the redemption date, (ii) the redemption price, (iii) if less than all Outstanding Certificates are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Certificates to be redeemed, (iv) that on the redemption date the redemption price will become due and payable with respect to each such Certificate or portion thereof called for redemption, and that interest with respect thereto shall cease to accrue from and after said date, (v) the place where such Certificates are to be surrendered for payment of the redemption price, which place of payment shall be the Principal Corporate Trust Office. Prior to the mailing of any redemption notice (other than a redemption notice relating to mandatory redemption and other than a redemption notice relating to Certificates that are the subject of an advance refunding), the City will deposit, or cause to be deposited, with the Trustee an amount of money sufficient to pay the redemption price of all the Certificates or portions of Certificates which are to be redeemed on the applicable redemption date. In the case of a redemption notice relating to mandatory redemption and a redemption notice relating to Certificates that are the subject of an advance refunding, the City will deposit, or cause to be deposited, with the Trustee on or prior to the applicable redemption date, an amount of money sufficient to pay the redemption price of all the Certificates or portions of Certificates which are to be redeemed on such redemption date. Notice of redemption having been given, the Certificates or portions of Certificates so to be redeemed will, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City defaults in the payment of the redemption price) interest with respect to such Certificates or portions of Certificates will cease to be payable. Upon surrender of such Certificates for redemption in accordance with said notice, such Certificates shall be paid by the Trustee at the redemption price. Installments of interest due on or prior to the redemption date will be payable as provided in the trust Agreement for payment of interest. Upon surrender for any partial redemption of any Certificate, there shall be executed and delivered for the Owner a new Certificate or Certificates of the same maturity in the amount of the unredeemed principal. All Certificates which have been redeemed shall be canceled by the Trustee, shall not be reissued and shall be destroyed. In addition to the foregoing notice, notice will be given by the Trustee by telecopy, registered, certified or overnight mail, to ail Securities Depositories one Business Day prior to the date of mailing of notice to the Owners and to an Information Service on the date such notice is mailed to the Owners, which shall state the information set forth above, but no defect in said notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a cai1 for redemption if notice thereof is given as prescribed above. The Trustee has no responsibility for a defect in the CUSIP number that appears on any Certificate or in the redemption notice. The redemption notice may provide that the CUSIP numbers have been assigned by an independent service and are included in the notice solely for the convenience of Certificate Owners and that the Trustee and the City will not be liable in any way for inaccuracies in said numbers. Partial Redemption of Certificate. Upon surrender of any Certificate redeemed h~ part only, the Trustee shall execute and deliver to the Owner thereof, at the expense of the City, a new Certificate or Certificates of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Certificate surrendered and of the same interest rate and the same maturity. Effect of Notice of Redemption. Notice having been given as aforesaid, and the moneys for the redemption, including interest to the applicable redemption date and premium, if any, having been set aside in the Installment Payment Fund, the Certificates to be redeemed shall become due and payable on said redemption date, and, upon presentation and surrender thereof at the office or offices specified in said notice, said Certificates shall be paid at the unpaid principal amount with respect thereto, plus redemption premium, if any, and any unpaid and accrued interest to said redemption date. If, on said redemption date, moneys for the redemption of all the Certificates to be redeemed, together with interest to said redemption date, shall be held by the Trustee so as to be available therefor on such redemption date, and, if notice of redemption thereof shall have been given as aforesaid, then, from and after said redemption date, interest with respect to the Certificates to be redeemed shall cease to accrue and become payable. If said moneys shall not be so available on said redemption date, interest with respect to such Certificates shall continue to be payable at the same rates as it would have been payable had the Certificates not been called for redemption. All moneys held by or on behalf of the Trustee for the redemption of particular Certificates shall be held in trust for the account of the Owners of the Certificates so to be redeemed. The Trustee shall not be liable for any interest earned on the amounts so held. SECURITY FOR THE CERTIFICATES General Each Certificate represents a direct, undivided fractional interest in the Installment Payments. The Installment Sale Agreement requires the City to deposit the full amount of each semiannual Installment Payment with the Trustee on the fifteenth day of the month preceding each Interest Payment Date, commencing March 15, 2002 (each, an "Installment Payment Date"). Pursuant to the Assignment Agreement, the Authority will assign to the Trustee, for the benefit of the Owners of the Certificates, substantially ail of its rights in the Installment Sale Agreement, including its rights to receive and collect all of the Installment Payments and ail other amounts required to be deposited in the Installment Payment Fund. The semiannual Installment Payments are designed, in both time and amount, to pay when due the principal and interest with respect to the Certificates. Pursuant to the Installment Sale Agreement, the City will receive a credit against Installment Payments due in an amount equal to the amount, if any, on deposit in the Installment Payment Fund prior to an Installment Payment Date. The obligations of the City to pay the Installment Payments from the Tax Revenues and to perform and observe the other agreements contained in the Installment Sale Agreement are absolute and unconditional and are not subject to any defense or any right of set-off, counterclaim or recoupment arising out of any breach of the City, the Authority or the Trustee of any obligation to the City or otherwise or out of indebtedness or liability at any time owing to the City by the Authority or the Trustee. Until such time as all of the Installment Payments, all of the Additional Payments and all other amounts coming due and payable under the Installment Sale Agreement have been fully paid or prepaid, the City (a) may not suspend or discontinue payment of any Installment Payments, Additional Payments or such other amounts, (b) must perform and observe all other agreements contained in the Installment Sale Agreement, and (c) may not terminate the Installment Sale Agreement for any cause, including any change in the tax or law other laws of the United States of America or the State of California or any political subdivision of either thereof or any failure of the Authority or the -10- Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Trust Agreement or the Installment Sale Agreement. The table below sets forth the semiannual Installment Payments. Such amounts will be modified by the Trustee to reflect any partial prepayment of Installment Payments made by the City pursuant to the Installment Sale Agreement. Installment Total Payment Principal Interest Installment Date Component* Component Payment *Preliminary, subject to change. The Installment Payments may be accelerated upon the occurrence of an event of default under the Installment Sale Agreement. Such acceleration may be annulled and rescinded as provided in the Installment Sale Agreement. See "APPENDIX B-SUMMARY OF PRINCIPAL LEGAL DOCUMENTS." The Installment Payments are a special obligation of the City, which are payabIe solely from and secured by a lien and pledge of the Tax Revenues and moneys on deposit in the funds and accounts held by the Trustee under the Trust Agreement, including the Installment Payment Fund and the Reserve Fund. Revenues from the City's operations (including its general fund) are not pledged to payment of the Installment Payments. "Tax Revenues" are defined to mean the proceeds of the Tax received by the City, including any scheduled payments thereof, including interest on delinquent payments. The "Tax" means the special tax levied by the City for purposes of operating, maintaining and servicing public parks and recreational facilities, recreational and community -11- services programs, median landscaping, arterial street lights and traffic signals throughout the City and administrative expenses incurred by the City in connection therewith, which special tax was approved by more than two-thirds of the ballots cast in connection therewith at an election held on March 4, 1997. Pledge of Tax Revenues. The City agrees that the payment of the Installment Payments will be secured by a pledge, charge and first and prior lien upon Tax Revenues, and Tax Revenues sufficient to pay the Installment Payments as they become due and payable are pledged, charged, assigned, transferred and set over by the City to the Authority and its assigns for the purpose of securing payment of the Installment Payments. The Tax Revenues will constitute a trust fund for the security and payment of the Installment Payments. Transfer to Pay Installment Payments. Upon receipt of the Tax Revenues, the City shall set-aside sufficient amounts for the payment of the Installment Payments and ail Additional Payments. Such amounts shall be deposited in a segregated account and invested solely in Permitted Investments. In order to provide for the payment of Installment Payments when due, the City will, on or before each Installment Payment Date, transfer to the Trustee for deposit into the Installment Payment Fund the amount required for the next occurring Installment Payment Date. Release frown Lien. Following the transfer described above with respect to each September 15 Installment Payment Date, Tax Revenues in excess of amounts required for the payment of Installment Payments and any Parity Debt, of ali Additional Payments and for the replenishment of the Reserve Fund or the reimbursement of any draw on a Qualified Reserve Fund Credit Instrument, in that Fiscal Year will be released from the lien of the Installment Sale Agreement. Covenant Regarding Reduction of Taxes. The City covenants and agrees that it will not consent to, or conduct proceedings with respect to, a reduction in the maximum Taxes that may be levied below an amount, that would allow it to meet the Parity test set forth below. It is hereby acknowledged that Owners are purchasing the Certificates in reliance on the foregoing covenant, and that said covenant is necessary to assure the full and timely payment of the Installment Payments. See "TAX REVENUES" herein. Limitations on Future Obligations Secured by Tax Revenues No Obligations Superior to Installment Payments. In order to protect further the availability of the Tax Revenues and the security for the Installment Payments and any Parity Debt, the City agrees that the City will not, so long as any Certificates are outstanding, issue or incur any obligations payable from Tax Revenues superior to the Installment Payments or such Parity Debt. Parity Debt. The City covenants that, except for obligations issued or incurred to prepay the Installment Payments in full pursuant to the Installment sale Agreement, the City will not issue or incur any Parity Debt unless: -12- (i) The City is not in default under the terms of the Installment Sale Agreement; and (ii) (A) Tax Revenues derived from Developed Property, calculated on sound accounting principles, as shown by the books of the City for the latest Fiscal Year or any more recent twelve (12) month period selected by the City ending not more than sixty (60) days prior to the adoption of the resolution pursuant to which instrument such Parity Debt is issued or incurred, as shown by the books of the City, shall have amounted to at least 1.5 times the sum of the maximum Installment Payments coming due and payable in any future Fiscal Year and the maximum annual debt service on all Parity Debt outstanding immediately subsequent to the incurring of such additional obligations, (B) Tax Revenues derived from Developed Property, assuming such Tax Revenues were collected at the maximum permissible levy, calculated on sound accounting principles, as shown by the books of the City for the latest Fiscal Year or any more recent twelve (12) month period selected by the City ending not more than sixty (60) days prior to the adoption of the resolution pursuant to which instrument such Parity Debt is issued or incurred, as shown by the books of the City, shall have amounted to at least 2.0 times the sum of the maximum Installment Payments coming due and payable in any future Fiscal Year and the maximum annual debt service on all Parity Debt outstanding immediately subsequent to the incurring of such additional obligations. For purposes of this subsection (ii), "Developed Property" means, based on County records, single family parcels with completed or initiated improvements, and (C) Tax Revenues are sufficient to pay 100% of all Policy Costs (as defined in the Trust Agreement) then owing. (iii) A reserve fund is funded or a Qualified Reserve Fund Credit Instrument shall be established for such Parity Debt, with cash or Permitted Investments, which is at least equal to the lesser of the maximum annual payments to be made with respect to such Parity Debt, or 125% of the average annual payments to be made with respect to such Parity Debt or 10% of the principal amount of such Parity Debt. Subordinate Debt. The City covenants that the City will not issue or incur any Subordinate Debt unless Tax Revenues, calculated on sound accounting principles, as shown by the books of the City for the latest Fiscal Year or any more recent twelve (12) month period selected by the City ending not more than sixty (60) days prior to the adoption of the resolution pursuant to wl'dch instrument such Subordinate Debt is issued or incurred, as shown by the books of the City shall, after deducting ail amounts required for the payment of Installment Payments and any Parity Debt, have amounted to at least 1.0 times the sum of the maximum annual debt service on all Subordinate Debt outstanding immediately subsequent to the incurring of such additional obligations. Reserve Fund; Surety Bond In connection with the delivery of the Certificates, a Reserve Fund will be established for the benefit of the owners of the Certificates. There will be deposited in the Reserve Fund, in lieu of a cash deposit, a municipal bond debt service reserve insurance policy, issued by the Municipal Bond Insurer (the "Reserve Policy") in an amount equal to the Reserve Requirement. -13- Prior to the expiration of the Reserve Policy or of any Qualified Reserve Fund Credit Instrument delivered in replacement of the Reserve Policy, the City will be obligated either (a) to replace the Reserve Policy or such Qualified Reserve Fund Credit Instrument with a new Qualified Reserve Fund Credit Instrument, or (b) to deposit or cause to be deposited with the Trustee an amount of moneys equal to the Reserve Requirement, to be derived from Tax Revenues; provided, however, that if the City fails to replace an expiring Qualified Reserve Fund Credit Instrument or to deposit moneys equal to the Reserve Requirement, the Trustee will draw on such Qualified Reserve Fund Credit Instrument before such expiration to provide moneys to fund the Reserve Fund in the amount of the Reserve Requirement. Moneys and/or a Qualified Reserve Fund Credit Instrument in the Reserve Fund will be held in trust as a reserve for the payment when due of the Installment Payments. If, on any Interest Payment Date, the amount on deposit in the Installment Payment Fund is insufficient to pay the principal or interest due with respect to the Certificates on such Interest Payment Date, the Trustee shall transfer from the Reserve Fund and deposit in the Installment Payment Fund an amount sufficient to make up such deficiency. If on any date which is three (3) Business Days prior to an Interest Payment Date, the amount on deposit in the Installment Payment Fund, together with available moneys in the Reserve Fund, is insufficient to pay the principal and interest due with respect to the Certificates on such Interest Payment Date, the Trustee shall, no later than 1:00 p.m. New York time on such date three (3) Business Days prior to such Interest Payment Date, make a claim for payment under the Reserve Policy, in accordance with the provisions thereof, in an amount which, together with other available moneys in the Reserve Fund, will be sufficient to make said deposit in the Installment Payment Fund. To the extent that proceeds of a payment under the Reserve Policy are applied to the payment of an interest component or principal component represented by a Certificate, the Municipal Bond Insurer shall become the Owner of such portion of such Certificate and the right to receive payment of such interest component or principal component and shall be fully subrogated to all of the Owner's rights thereunder to the extent of such payment, including the Owner's rights to payment thereof. To evidence such subrogation (i) in the case of subrogation as to claims for an interest component, the Trustee shall note the Municipal Bond Insurer's rights as subrogee on the registration books maintained by the Trustee, and (ii) in the case of subrogation as to claims for a past principal component, the Trustee shall note the Municipal Bond Insurer's rights as subrogee on the registration books maintained by the Trustee upon surrender of the Certificate representing such principal component by the Owner thereof to the Trustee. The City shalI maintain or cause to be maintained in the Reserve Fund an amount or a Qualified Reserve Fund Credit Instrument equal to the Reserve Requirement. If, on any date of computation, amounts on hand in the Reserve Fund are less than the Reserve Requirement because of a transfer therefrom made in accordance with the Trust Agreement, or a market valuation discloses a deficiency therein, the City shall pay to the Trustee, within one (1) year from the date of such deficiency if caused by a drawing and within six months from the date of such deficiency if determined on a valuation thereof, from Tax Revenues, an amount necessary to bring the amounts on deposit in the Reserve Fund to the Reserve Requirement; provided, however, that the period of time permitted herein for the replenishment of the Reserve Fund by the City shall not affect any other provision of the Trust Agreement. MUNICIPAL BOND INSURANCE The following information has been furnished by the Municipal Bond Insurer for use in this Official Statement. Such information has not been independently confirmed or verified by the City, the Authority or the Underwriter. No representation is made herein by the City, the Authority or the Underwriter, as to the accuracy or adequacy of such information or that the information contained and incorporated herein by reference is correct. Reference is made to APPENDIX E for a specimen of the Municipal Bond Insurer's municipal bond insurance policy. Municipal Bond Insurance Policy Concurrently with the delivery of the Certificates, the Municipal Bond Insurer will issue its Municipal Bond Insurance Policy (the "Insurance Policy") for the Certificates. The Insurance Policy guarantees the scheduled payment of principal and interest with respect to the Certificates when due as set forth in the form of the Insurance Policy included as APPENDIX E to this Official Statement. The Insurance Policy is not covered by any insurance security or guaranty fund established under New York, California, Connecticut or Florida insurance law. Financial Security Assurance Inc. The Municipal Bond Insurer is a New York domiciled insurance company and a wholly owned subsidiary of Financial Security Assurance Holdings Ltd. ("Holdings"). Holdings is an indirect subsidiary of Dexia, S.A., a publicly held Belgian Authority. Dexia, S.A., through its bank subsidiaries, is primarily engaged in the business of public finance in France, Belgium and other European countries. No shareholder of Holdings or the Municipal Bond Insurer is liable for the obligations of the Municipal Bond Insurer. At September 30, 2001, Financial Security's total policyholders' surplus and contingency reserves were approximately $1,526,197,000 and its total unearned premium reserve was approximately $784,712,000 in accordance with statutory accounting principles. At September 30, 2001, Financial Security's total shareholders' equity was approximately $1,670,116,000 and its total net unearned premium reserve was approximately $646,496,000 in accordance with generally accepted accounting principles. The financial statements included as exhibits to the annual and quarterly reports filed by Holdings with the Securities and Exchange Commission are hereby incorporated herein by reference. Also incorporated herein by reference are any such financial statements so filed from the date of this Official Statement until the termination of the offering of the Certificates. Copies of materials incorporated by reference will be provided upon request to Financial Security Assurance Inc.: 350 Park Avenue, New York, New York 10022, Attention: Communications Department (telephone (212) 826-0100). -15- The Insurance Policy does not protect investors against changes in market value of the Certificates, which market value may be impaired as a result of changes in prevailing interest rates, changes in applicable ratings or other causes. The Municipal Bond Insurer makes no representation regarding the Certificates or the advisability of investing in the Certificates. The Municipal Bond Insurer makes no representation regarding the Official Statement, nor has it participated in the preparation thereof, except that the Municipal Bond Insurer has provided to the City the information presented under this caption for inclusion in the Official Statement. TAX REVENUES Tax Levy At a special municipal election held on March 4, 1997, more than two-thirds of the registered voters of the City approved a special tax on ail parcels in the City (the "Tax") to finance recreation and community service programs and the operation, maintenance and servicing of public parks and recreational facilities, median landscaping and arterial street lights and traffic signals (the "Programs and Facilities"). The Tax replaced a similar fee that had been charged by the District for substantially the same purposes. The Prior Certificates were secured by the District fee and the obligation to pay principal and interest with respect to the Prior Certificates was assumed by the City when the Tax became effective. The Tax Revenues have been, to the extent available, applied to the payment of the principal and interest with respect to the Prior Certificates and to the costs of the Programs and Facilities. Additional amounts required for the costs of the Programs and Facilities have been paid by the City from its general fund. The Tax is collected on the annual property tax bills. The maximum annual amount of the Tax has been established at $74.44 per single-family residential dwelling unit (an "Equivalent Dwelling Unit" or 'EDU"); $55.84 per multi-family residential dwelling unit, $148.88 per acre of vacant property in a residential zone, $297.76 per acre of vacant property in a non-residential zone, $446.64 per acre of nonresidential improved property, $148.88 per acre of golf course property, and $37.22 per acre for agricultural uses. Pursuant to City Ordinance 96-21, the City Council is empowered to establish the amount of the tax levy each fiscal year, not to exceed the maximum tax rates identified above. However, in keeping with the City Council's continued practice of trying to reduce fees to property owners whenever possible, the City Council has historically set the annual amount of the Tax at a level below the maximum permissible amount. For Fiscal Year 2001-2002, the levy was set at a level $11.00 per EDU lower than the maximum rate of $74.44 per EDU, as follows: $ 63.44 per single family residential dwelling unit $ 47.58 per multi-family residential dwelling unit $126.88 per acre of vacant property in a residential zone $ 253.76 per acre of vacant property in a non-residential zone $ 380.64 per acre of non-residential improved property $126.88 per acre of golf course property $ 31.72 per acre of agricultural property -16- For Fiscal Year 2001-2002, the total operating budget for parks, recreation, medians, and arterial street lighting services is $6,026,930. Based upon a $63.44 Tax levy per EDU and estimated total EDUs of 41,454.440, the maximum amount of Tax Revenues will be $2,629,869.67. The difference in operating costs over levy revenue is paid by the City's general fund. The City's obligation to make Installment Payments is secured by a first lien against the Tax Revenues. Based upon a total annual Installment Payment requirement of approximately $500,000 and the anticipated Tax levy of $2,629,869.67 for 2001-2002, the coverage of Tax Revenues to Installment Payment is approximately 5.26 times. The foIIowing table shows Tax collection and delinquency history for the five most recent fiscal year. Fiscal Year Ending (June 30) Tax Levy Per EDU Total EDU Total Levy Delinquency 1998 $71.44 39,967.152 $2,640,933.34 0.00' 1999 68.44 37,153.559 2,542,789.58 0.00' 2000 63.44 37,875.895 2,402,846.78 0.00' 2001 63.44 38,493.598 2,442,033.86 0.00' 2002 63.44 41,454.440 2,629,869.67 0.00' *Since the County uses the Teeter Plan, the City has historically received 100% of the Tax levy. In addition, the City is unaware of any delinquency in payments of the Tax to the County. Property Tax Levies and Collections Last Ten Fiscal Years Percentage Secured Unsecured Total Total Of Levy Fiscal Year Tax Levy Tax Levy Tax Levy Collections Collected 1991 N/A N/A N/A $ 905,681 N/A 1992 $1,015,212 $ 49,548 $1,064,760 979,065 91.95% 1993 966,432 50,418 1,016,850 938,031 92.25% 1994 977,490 47,328 1,024,818 1,185,568 115.69% 1995 1,059,613 47,913 1,107,526 1,075,032 97.07% 1996 1,133,106 52,407 1,185,513 1,140,885 96.24% '1997 1,134,237 57,840 1,192,077 1,136,424 95.33% 1998 1,175,197 58,143 1,233,340 1,206,174 97.80% 1999 1,228,298 68,739 1,297,037 1,290,459 99.49% 2000 1,390,613 78,108 1,468,721 1,460,204 99.42% Source: Riverside County Auditor-Controller, City of Temecula, Finance Department Note: Since the fiscal year ended June 30, 1994, the City of Temecula has received its property tax revenues in accordance with the Teeter Plan. Under the Teeter PIan, the City is paid in full each year for the actual amount of property taxes levied, regardless of the amount of delinquencies. As delinquent property taxes are collected, they are kept by the County including any penalties and interest. After 1994, any differences between the total tax levy and total collections are due to tax roll adjustments made during the year. *Includes payment received from the County for total outstanding delinquent taxes due to the implementation of the Teeter Plan. N/A Information Not Available The Teeter Plan The City bills for the Tax on the County tax bill. Since it has been the practice of the County to use the Teeter Plan, the City receives 100% of its annual billing regardless of delinquencies. While there is no guarantee that this practice of the County will continue, the following describes the Teeter Plan. Sections 4701 through 4717 of the California Revenue and Taxation Code permit counties to use a method of apportioning taxes (commonly referred to as the "Teeter Plan") whereby all local agencies receive from the county 100% of their respective shares of the amount of secured ad valorem taxes levied, without regard to actual collections of the taxes levied. The unsecured taxes are allocated based on actual collections of unsecured taxes. This method was placed in effect by the County and remains in effect unless the County Board of Supervisors orders its discontinuance. The County's practice has been to remit 100% of the City's billings regardless of collection experience. So long as the method is continued, the City will realize the full amount of its billing for the Tax. The County Treasurer's cash position is protected by a special fund, known as the Tax Loss Reserve Fund, which is generated from the collection of penalties, interest, and certain other items, on delinquent taxes and special assessments as well as by other cash reserves. As of June 30, 2001, the County had on deposit $ in its Tax Loss Reserve Fund. No assurance can be given, however, that the "Teeter Plan" will be continued in future years, that the amount of the Tax Loss Reserve Fund will remain constant, or that the City will continue to receive such treatment as described. CERTIFICATE OWNERS' RISKS The purchase of the Certificates described herein involves a degree of risk. The following includes a discussion of some of the risks which should be considered prior to making an investment decision. The discussion below does not purport to identify all possible risks, and the risks so described are not shown in any particular order. Levy and Collection of the Tax The principal source of payment of the Installment Payments is the proceeds of the Tax. The annual levy of the Tax is subject to the maximum tax rates authorized. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and collection of the Tax, together with other available funds, will not be sufficient to pay principal and interest with respect to the Certificates. Other funds which might be available include funds derived from the payment of delinquent Taxes. The Tax levied in any particular tax year is based upon the revenue needs and application of the amount of moneys to be contributed by the City for the payment of the Programs and Facilities. In addition to annual variations of the revenue needs from the Tax, the following are some of the factors which might cause the levy of the Tax to vary from the Tax that might otherwise be expected: (1) Reduction in the number of EDUs. (2) Failure of the owners of parcels to pay the Tax and delays in the collection of or inability to collect the Tax. Except as set forth above under "SECURITY FOR THE CERTIFICATES-Tax Revenues" and "TAX REVENUES" herein, the Tax is to be collected in the same manner as ordinary ad valorem property taxes are collected. Failure by a property owner will not result in a foreclosure or any other remedy other than the placement of a lien on such property. However, so long as the Teeter Plan remains in effect, the City will collect 100% of the levied Tax. The City bills for the Tax on the County tax bill. Since it has been the practice of the County to use the Teeter Plan, the City receives 100% of its annual billing regardless of delinquencies. There is no guarantee that this practice of the County will continue. Depletion of Reserve Fund The Reserve Fund is to be maintained at an amount equal to the Reserve Requirement. Funds in the Reserve Fund may be used to pay principal and interest with respect to the Certificates in the event the proceeds of the levy and collection of the Tax are insufficient. If funds in the Reserve Fund are depleted, the funds can be replenished from the proceeds of the levy and collection of the Tax that are in excess of the amount required to pay all amounts to be paid under the Installment Sate Agreement. However, no replenishment from the proceeds of a Tax levy can occur as long as the proceeds that are collected from the levy of the Tax at the maximum tax rates, together with other available funds, remains insufficient to pay all such amounts. Thus it is possible that the Reserve Fund will be depleted and not be replenished by the levy of the Tax. Notwithstanding the foregoing, the Reserve Fund will be funded initially with the Reserve Policy. Bankruptcy Proceedings The payment of the Tax may be limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the laws of the State of California relating to judicial foreclosure. 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 bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases. Although bankruptcy proceedings would not cause the Tax to become extinguished, bankruptcy of a property owner could result in a delay in prosecuting superior court foreclosure proceedings and could result in the possibility of delinquent Tax installments not being paid in full. Such a delay would increase the likelihood of a delay or default in payment of the principal and interest with respect to the Certificates. As a result, sufficient moneys would not be available in the Reserve Fund to make up shortfalls resulting from delinquent payments of the Tax and thereby to pay principal and interest with respect to the Certificates on a timely basis. -19- On July 30, 1992, the United States Court of Appeals for the Ninth Circuit issued an opinion in a bankruptcy case entitled In re Glasply Marine Industries holding that ad valorem property taxes levied by a county in the State of Washington after the date that the property owner filed a petition for bankruptcy would not be entitled to priority over the claims of a secured creditor with a prior lien on the property. Although the court upheld the priority of unpaid taxes imposed before the bankruptcy petition, unpaid taxes imposed subsequent to the filing of the bankruptcy petition were declared to be "administrative expenses" of the bankruptcy estate, payable after the claims of all secured creditors. As a result, the secured creditor was able to foreclose on the subject property and retain all the proceeds from the sale thereof except the amount of the pre-petition taxes. Pursuant to this holding, post-petition taxes would be paid only as administrative expenses and only if a bankruptcy estate has sufficient assets to do so. In certain circumstances, payment of such administrative expenses may be allowed to be deferred. Once the property is transferred out of the bankruptcy estate (through foreclosure or otherwise) it would be subject only to current ad valorem taxes (i.e., not those accruing during the bankruptcy proceeding). The Glasply decision is controlling precedent in bankruptcy court in the State of California. If Glasply were held to be applicable to the Tax, a bankruptcy petition filing would prevent the lien for Taxes levied in subsequent fiscal years from attaching so long as the property was part of the estate in bankruptcy, which could reduce the amount of Tax available to pay the principal and interest with respect to the Certificates. However, Glasply speaks as to ad valorem taxes, and not taxes like the Tax and no case law exists with respect to how a bankruptcy court would treat the lien for Taxes levied after the filing of a petition in bankruptcy. It should also be noted that on October 22, 1994, Congress enacted 11 U.S.C. §362(b)(18), which added a new exception to the automatic stay for ad valorem property taxes imposed by a political subdivision after the filing of a bankruptcy petition. Pursuant to this new provision of law, in the event of a bankruptcy petition filed on or after October 22, 1994, the lien for ad valorem taxes in subsequent fiscal years will attach even if the property is part of the bankruptcy estate. Owners should be aware that the potential effect of 11 U.S.C. §362(b)(18) on the Tax also depends upon whether a court were to determine that the Tax should be treated like ad valorem taxes for this purpose. Payment of Tax Not a Personal Obligation of the Property Owners An owner of property subject to the Tax is not personally obligated to pay the Tax. Rather, the Tax is an obligation only against the parcels. Loss of Tax Exemption As discussed under the caption "TAX MATTERS," interest with respect to the Certificates might become includable in gross income for purposes of federal income taxation retroactive to the date the Certificates were delivered, as a result of future acts or omissions of the City in violation of its covenants in the Installment Sale Agreement. The Trust Agreement does not contain a special redemption feature triggered by the occurrence of an event of taxability. As a result, if interest with respect to the Certificates were to be includable in gross income for purposes of federal income taxation, the Certificates would continue to remain outstanding until maturity unless earlier redeemed pursuant to optional or mandatory redemption. See "THE CERTIFICATES-Redemption." No Obligation of the City to Pay Debt Service The City has no obligation to pay principal and interest with respect to the Certificates in the event Tax collections are delinquent, other than from amounts, if any, on deposit in the Reserve Fund, nor is the City obligated to advance funds to pay principal and interest with respect to the Certificates. CONSTITUTIONAL AND STATUTORY PROVISIONS AFFECTING CITY REVENUES AND APPROPRIATIONS Principal of and interest on the Bonds are payable from the proceeds of an ad valorem tax levied by the City for the payment thereof (See "THE BONDS- Security and Sources of Payment" herein.) Articles XIIIA, XIIIB, XIIIC and XIIID of the Constitution, Propositions 62, 98, 111, and 218, and certain other provisions o flaw discussed below, are included in this section to describe the potential effect of these Constitutional and statutory measures on the ability of the City to levy taxes and spend tax proceeds for operating and other purposes, and it should not be inferred from the inclusion of such materials that these laws impose any limitation on the ability of the City to levy taxes for payment of the Bonds. The tax levied by the City for payment of the Bonds was approved by the City's voters in compliance with Article XIIIA and all applicable laws. Article XIIIA of the California Constitution On June 6, 1978, California voters approved Proposition 13, which added Article XIIIA to the California Constitution ("Article XIIIA"). Article XIIIA limits the amount of any ad valorem taxes on real property to 1% of the full cash value thereof, except that additional ad valorem 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 XIIIA 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 voting on such indebtedness. Article XIIIA defines full cash value to mean "the county assessor's valuation of real property as shown on the 1975-76 tax bill under 'lull 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 2% per year until new construction or a change of ownership occurs. Article XIIIA has subsequently been amended to permit reduction of the "full cash value" base in the event of declining property values caused by substantial damage, destruction or other factors, to provide that there would be no increase in the "lull cash value" base in the event of reconstruction of property damaged or destroyed in a disaster, and in various other minor or technical ways. -21- Legislation Implementing Article XIIIA 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 levied prior to 1979. Increases of assessed valuation resulting from reappraisals of property due to new construction, change in ownership or from the annual adjustment not to exceed 2% 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 future years. Beginning in fiscal year 1981-82, assessors in California no longer record property values on tax rolls at the assessed value of 25% of market value which was expressed as $4 per $100 of assessed value. All taxable property is now shown at 100% of assessed 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 taxable value (unless noted differently) and all tax rates reflect the $1 per $100 of taxable value. Article XIIIB of the California Constitution An initiative to amend the California Constitution entitled "Limitation of Government Appropriations," was approved on November 6, 1979, thereby adding Article XIIIB to the California Constitution ("Article XIIIB'). Under Article XIIIB, state and local governmental entities have an annual "appropriations limit" and are not permitted to spend certain moneys which are called "appropriations subject to limitation" (consisting of tax revenues, state subventions and certain other funds) in an amount higher than the appropriations limit. Article XIIIB does not affect the appropriation of moneys which are excluded from the definition of "appropriations subject to limitation," including debt service on indebtedness existing or authorized as of January 1, 1979, or bonded indebtedness subsequently approved by the voters. In general terms, the appropriations limit was originally to be based on certain fiscal year 1978-79 expenditures, and adjusted annually to reflect changes in consumer prices, populations, and services provided by these entities. Among other provisions of Article XIIIB, if these entities' revenues in any consecutive two-year period 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. In the event the City receives any proceeds of taxes in excess of the allowable limit, the City may implement an existing procedure to concurrently increase the City's appropriations limit and decrease the State's allowable limit, thus nullifying the need for any return. Certain features of Article XIIIB were modified by Proposition 111 in 1990 (see "- Proposition 111' below). Proposition 62 On November 4, 1986, California voters approved Proposition 62, an initiative statute limiting the imposition of new or higher taxes by local agencies. The statute (a) requires new or higher general taxes to be approved by two-thirds of the local agency's governing body and a majority of its voters, and requires new or higher special taxes to be approved by two-thirds of both such local agency's governing body and such local agency's voters; (b) requires the inclusion of specific information in all local ordinances or resolutions proposing new or higher general or special taxes; (c) penalizes local agencies that fail to comply with the foregoing; and (d) requires local agencies to stop collecting any new or higher tax adopted on or after August 1, 1985, unless a majority of the voters approved the tax by November 4, 1988. Appellate court decisions following the approval of Proposition 62 determined that certain provisions of Proposition 62 were unconstitutional. However, the California Supreme Court upheld Proposition 62 in its decision on September 28, 1995, in Santa Clara County Transportation Authority v. Guardino. This decision reaffirmed the constitutionality of Proposition 62. Certain matters regarding Proposition 62 were not addressed in the Supreme Court's decision, such as whether the decision applies retroactively, what remedies exist for taxpayers subject to a tax not in compliance with Proposition 62, and whether the decision applies to charter cities. The requirements of Proposition 62 have generally been superseded by the enactment of Article XIIIC of the California Constitution (Proposition 218) in 1996. Proposition 111 On June 5, 1990, the voters of California approved the "Traffic Congestion Relief and Spending Limitation Act of 1990 ("Proposition 111'), which modified the Constitution to alter the Article XIIIB spending limit. Proposition 111 took effect on July 1, 1990. The most significant provisions of Proposition 111 are summarized as follows: a. Annual Adjustments to Spending Limit. The annual adjustments to the Article XIIIB spending limit were liberalized to be more closely linked to the rate of economic growth. Instead of being tied to the Consumer Price Index, the "change in the cost of living" is now measured by the change in California per capita personal income. The definition of "change in population" specifies that a portion of the State's spending limit is to be adjusted to reflect changes in school attendance. b. Treatment of Excess Tax Revenues. "Excess" tax revenues with respect to Article XIIIB are now determined based on a two-year cycle, so that the State can avoid having to return to taxpayers excess tax revenues in one year if its appropriations in the next fiscal year are under its limit. c. Exclusions from Spending Limit. Two new exceptions have been added to the calculation of appropriations which are subject to the Article XIIIB spending limit. First, there are excluded all appropriations for "qualified capital outlay projects" as defined by the Legislature. Second, there are excluded any increases in gasoline taxes above their current nine cents per gallon level, sales and use taxes on such increment in gasoline taxes, and increases in receipts from vehicle weight fees above the levels in effect on January 1, 1990. d. Recalculation of Appropriations Limit. The Article XIIIB appropriations limit for each unit of government, including the State, is to be recalculated beginning in fiscal year 1990-91. It is based on the actual limit for fiscal year 1986-87, adjusted forward to 1990-91 as if Proposition 111 had been in effect. Proposition 218 On November 5, 1996, the voters of the State approved Proposition 218, the so-called "Right to Vote on Taxes Act." Proposition 218 added Articles XIIIC and XIIID to the State Constitution, which contain a number of provisions affecting the ability of local agencies to levy and collect both existing and future taxes, assessments, fees and charges. Among other things, Article XIIIC establishes that every tax is either a "general tax" (imposed for general governmental purposes) or a "special tax" (imposed for specific purposes); prohibits special purpose government agencies from levying general taxes; and prohibits any local agency from imposing, extending or increasing any special tax beyond its maximum authorized rate without a two-thirds vote. Article XIIIC also provides that no tax may be assessed on property other than ad valorem property taxes imposed in accordance with Articles XIII and XIIIA of the California Constitution and special taxes approved by a two-thirds vote under Article XIIIA, Section 4. Article XIIIC also provides that the initiative power shall not be limited in matters of reducing or repealing local taxes, assessments, fees and charges. The State Constitution and the laws of the State impose a mandatory, statutory duty on the City to levy a property tax sufficient to pay debt service on the Bonds coming due in each year. The City believes that the initiative power cannot be used to reduce or repeal the authority' and obligation to levy such taxes which are pledged as security for payment of the Bonds or to otherwise interfere with performance of the mandatory, statutory duty of the City and the County with respect to such taxes which are pledged as security for payment of the Bonds. Article XIIID deals with assessments and property-related fees and charges. Article XIIID explicitly provides that nothing in Article XIIIC or XIIID shall be construed to affect existing laws relating to the imposition of fees or charges as a condition of property development; however, it is not clear whether the initiative power is therefore unavailable to repeal or reduce developer and mitigation fees imposed by the City. No developer fees imposed by the City are pledged or expected to be used to pay the Bonds. The interpretation and application of Proposition 218 will ultimately be determined by the courts with respect to a number of the matters discussed above, and it is not possible at this time to predict with certainty the outcome of such determination. Future Initiatives Articles XIIIA, XIIIB, XIIIC, XIIID and Propositions 62, 111, and 218 were each adopted as measures that qualified for the ballot pursuant to California's initiative process. From time to time, other initiative measures could be adopted, further affecting City revenues or the City's ability to expend revenues. THE CITY The City is a general law city pursuant to the California Government Code. The City has a Council-Manager form of government, and is represented by the five members of the City Council who are elected at-large to serve a four-year term. The Mayor is selected annually by the members of the City Council. See "APPENDIX A-GENERAL ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY." THE AUTHORITY The Authority is a public agency duly organized and existing pursuant to a Joint Exercise of Powers Agreement (the "JPA Agreement") between the City and the Redevelopment Agency of the City of Temecula, dated April 10, 2001. The Authority is governed by a board of directors comprised of the five member City Council of the City. The Authority is statutorily authorized by Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code and is empowered under the JPA Agreement to enter into agreements for, among other things, the purposes of the plan of financing described herein. The Authority is administered by the City staff. APPROVAL OF LEGAL PROCEEDINGS Quint & Thimmig LLP, San Francisco, California, Special Counsel, will render an opinion with respect to the validity of the Installment Sale Agreement, the proposed form of which is included as APPENDIX C attached hereto. Certain legal matters will be passed upon for the Certain legal matters will be passed upon for the City by Richards, Watson & Gershon, Los Angeles, California, City Attorney, and for the City by Quint & Thimmig LLP, San Francisco, California, Disclosure Counsel. LITIGATION At the time of delivery of and payment for the Certificates, the City and the Authority will certify that there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, pending or, to the knowledge of the City or the Authority, as the case may be, threatened against the City or the Authority affecting the existence of the City or the Authority or the titles of their officers to their respective offices or seeking to restrain or to enjoin the sale or delivery of the Certificates, the application of the proceeds thereof in accordance with the Trust Agreement, or in any way contesting or affecting the validity or enforceability of the Certificates, the Trust Agreement or the Installment Sale Agreement, or any action of the City or the Authority contemplated by any of said documents, or in any way contesting the completeness or accuracy of this Official Statement or any amendment or supplement thereto, or contesting the powers of the City or the Authority or their authority with respect to the Certificates or any action of the City or the Authority contemplated by any of said documents, nor to the knowledge of the City or the Authority, as the case may be, is there any basis therefor. TAX MATTERS In the opinion of Quint & Thimmig LLP, San Francisco, California, Special Counsel, subject, however, to the qualifications set forth below, under existing law, the interest evidenced and with respect to the Certificates is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although, for the purpose of computing the alternative minimum tax imposed on certain corporations, such interest is taken into account in determining certain income and earnings and the Installment Sale Agreement is a "qualified tax-exempt obligation" within the meaning of section 265(b)(3) of the Internal Revenue Code of 1986 (the "Code") such that, in the case of certain financial institutions (within the meaning of section 265(b)(5) of the Code), a deduction for federal income tax purposes is allowed for 80 percent of that portion of such financial institution's interest expense allocable to interest payable with respect to the Certificates. The opinions set forth in the preceding sentence are subject to the condition that the City comply with all requirements of the Code that must be satisfied subsequent to the execution and delivery of the Certificates in order that such interest be, or continue to be, excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements may cause the inclusion of such interest in gross income for federal income tax purposes to be retroactive to the date of execution and delivery of the Certificates. In the further opinion of Special Counsel, the interest evidenced and with respect to the Certificates is exempt from California personal income taxes. Owners of the Certificates should also be aware that the ownership or disposition of, or the accrual or receipt of interest with respect to the Certificates may have federal or state tax consequences other than as described above. Special Counsel expresses no opinion regarding any federal or state tax consequences arising with respect to the Certificates other than as expressly described above. For the complete text of Special Counsel's opinion concerning tax matters see APPENDIX C hereto. RATING The Certificates have been assigned the rating of "AAA" by S&P, with the understanding that upon delivery of the Certificates the Insurance Policy insuring the payment when due of the principal and interest with respect to the Certificates will be issued by the Municipal Bond Insurer. Any desired explanation of the significance of such rating should be obtained from the rating agency. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance such 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, if in the judgment of such rating agency, circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price or marketability of the Certificates. None of the City, the Authority or the Underwriter has an obligation to contest any such revision or withdrawal. -26- VERIFICATION Upon the Delivery Date of the Certificates, Grant Thornton LLP (the "Verification Agent") will verify from the information provided to them (1) the mathematical accuracy as of the date of delivery of the Certificates of the computations contained in the provided schedules to determine that the anticipated receipts from the securities and cash deposits listed in the Underwriter's schedules, to be held in escrow, will be sufficient to pay, when due, the principal, interest and call premium payment requirements, if any, of the Prior Certificates, and (2) the computations of yield on both the securities and the Certificates contained in the provided schedules used by Special Counsel in its determination that the interest with respect to the Certificates is excluded from gross income for federal tax purposes. The Verification Agent will express no opinion on the assumptions provided to them, nor as to the exemption from taxation of the interest with respect to the Certificates. See "TAX MATTERS" herein. UNDERWRITING The Certificates are being purchased by the Underwriter. The Underwriter has agreed to purchase the Certificates from the City at a purchase price equal to the par amount of the Certificates, less an underwriting discount of $ , less an original issue discount of $ . The Underwriter will purchase all of the Certificates if any such Certificates are purchased. The obligation of the Underwriter to make such purchase of the Certificates is subject to certain terms and conditions set forth in the purchase contract relating to the Certificates. The public offering prices may be changed from time to time by the Underwriters. CONTINUING DISCLOSURE The City has covenanted for the benefit of owners and beneficial owners of the Certificates to provide certain financial information and operating data relating to the City by not later than March 31 each year, commencing March 31, 2002, with respect to the report for the 2000/01 Fiscal Year (the "Annual Report"), and to provide notices of the occurrence of certain enumerated events, if material. The Annual Report will be filed by the City with each Nationally Recognized Municipal Securities Information Repository ("National Repository"), and with the appropriate State information depository, if any. The notices of material events will be filed by the City with the National Repositories or the Municipal Securities Rulemaking Board (and with the appropriate State information depository, if any). The specific nature of the information to be contained in the Annual Report or the notices of material events is set forth below under the caption "APPENDIX D--FORM OF CONTINUING DISCLOSURE CERTIFICATE." These covenants have been made in order to assist the Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). The City has not failed to comply in all material respects under any previous continuing disclosure undertaking under said Rule. PROFESSIONAL FEES In connection with the execution and delivery of the Certificates, fees payable to Quint & Thimmig LLP are contingent upon the delivery of the Certificates. MISCELLANEOUS Insofar as any statements made in this Official Statement involve matters of opinion or of estimates, whether or not expressly stated, they are set forth as such and not as representations of fact. No representation is made that any of such statements made will be realized. Neither this Official Statement nor any statement which may have been made verbally or in writing is to be construed as a contract with the owners of the Certificates. The execution and delivery of this Official Statement have been duly authorized by the City. CITY OF TEMECULA By: City Manager APPENDIX A GENERAL ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY The £ollow~g fffformation regarding the ~ty m~d ~ p~nt~ as gener~ ~d da~. ~e C~ates ~yable~ldy~m ~e T~ Revenues (~ "~URCES OF PAY~ OF THE CERTIFICAT~'~. N~ · e ~erM ~d nor ~ t~Mg ~w~ ~ ~ Ci~, ~e Co~, ~e S~ or ~y ~li~ su~sion ~[ is pl~g~ to ~e ~t of ~e General Information The Temecula Valley is in southwest Riverside County below the eastern slope of the Santa Rosa Plateau. It is approximately 85 miles south of Los Angeles, 60 miles north of San Diego and 20 miles inland from the cities of San Juan Capistrano and Oceanside. The City of Temecula is situated at the southern end of the valley, just north of the San Diego County line. The City is a general law city pursuant to the California Government Code. The City has a Council-Manager form of government, and is represented by the five members of the City Council who are elected at-large to serve a four-year term. The Mayor is selected annually by the members of the City Council. Population From 1990-2000, the City has grown from 27,099 people to 53,791, a gain of 26,692 people or 98.5%. In this same period, Riverside County has been the fastest growing major county in California, adding 302,894 people, a gain of 30.1%. In 2000, the City is the 17~h largest city in the Inland Empire and 5th largest in Riverside County. Its 98.5% growth rate during the decade has been the 2"4 fastest among inland area cities with more than 50,000 people, behind Chino Hills (118.2%). POPULATION 1990 to 2000 Temecula Riverside County San Bernardino County Year Population % Change Population % Change Population % Change 1990 27,099 -- 1,170,413 -- 1,418,380 -- 1991 27,264 0.6% 1,223,227 4.5% 1,464,687 3.3% 1992 31,005 13.7 1,268,844 3.7 1,508,714 3.0 1993 33,226 7.2 1,304,447 2.8 1,539,621 2.0 1994 35,771 7.7 1,331,988 2.1 1,559,146 1.3 1995 39,284 9.8 1,355,571 1.8 1,572,676 0.9 1996 41,850 6.5 1,381,781 1.9 1,587,154 0.9 1997 43,760 4.6 1,400,384 1.3 1,604,963 1.1 1998 46,564 6.4 1,441,237 2.9 1,621,874 1.1 1999 48,828 4.9 1,473,307 2.2 1,654,007 2.0 2000 53,791 10.2 1,522,855 3.4 1,689,281 2.1 1990-2000 26,692 98.5 352,442 30.1 270,901 19.1 Source: California Department of Finance, E-5 Reports. Appendix A Page 1 Among cities with over 50,000 people, the City's 1990-1999 growth rate of 98.5% was the 2"d fastest in the Inland Empire behind Chino Hills (118.2%). The other cities in the region with very rapid growth rates were Hemet (73.9%), Victorville (61.9%) and Corona (58.5%). City. 1990 2000 Change % Change 1 Corona 75,943 122,989 47,046 61.9% 2 Riverside 226,546 259,738 33,192 14.7 3 Chino Hills (1) 27,608 60,236 32,628 118.2 4 Fontana 87,535 117,395 29,860 34.1 5 Temecula 27,099 53,791 26,692 98.5 6 Hemet 36,094 62,751 26,657 73.9 7 Rancho Cucamonga 101,409 125,585 24,176 23.8 8 Murrieta (1) 20,00 43,989 23,989 119.9 9 Victorville 40,674 64,455 23,781 58.5 10 Moreno Valley 118,779 141,274 22,495 18.9 11 San Bernardino 164,676 186,351 21,675 13.2 12 Ontario 133,179 151,488 18,309 13.7 13 Palm Desert 23,252 37,634 14,382 61.9 14 Hesperia 50,418 63,589 13,171 26.1 15 La Quinta 11,215 24,240 13,025 116.1 16 Blythe 8,448 21,453 13,005 153.9 17 Lake Elsinore 18,316 30,370 12,054 65.8 18 Rialto 72,395 83,666 11,271 15.6 19 Apple Valley 46,079 56,980 10,901 23.7 20 Perris 21,500 32,369 10,869 50.6 Source: California Department of Finance, E-5 Reports, 1990-2000 1990 population Chino Hills and Murrieta estimates based upon Census Planning District Income The City's 1999 estimated median income was $60,212. This ranked 8~h among the 48 cities in the Inland Empire. Its median income was $14,751 (32.6%) above the $45,421 for all of Riverside County. The City's 1999 average household income was $73,695. Its per capita income was $24,921. This was second highest among major inland cities behind Rancho Cucamonga ($25,347) and ahead of corona ($22,422). The City's 1999 total personal income was $1.22 billion. Through its population was just 48,828, the total personal income of its population was close to that of Inland Empire cities nearly three times its size. In 1999, the largest share of the City's households, 32.2%, were in the $45,000-$74,999 income group. For Riverside county as a whole, the largest percent was the 30.9% who were in the $0-29,999 category, hi 1999, 25.8% of the City's families made more than $100,000. This compared to 16.8% for Riverside County. The City's second largest income group was in the $100,000 & up group. For Riverside County, the second largest group was in the 27.3% who were in the $45,000-$74,999 income group. Municipal Services At June 30, 2001, the City's staff comprised __ full time employees who were responsible for the following city-provided services, including police, fire and emergency services. Labor Relations The City has recognized bargaining units which represent its employees. Each such bargaining unit and its current contract expiration date is shown in the following table: Appendix A Page 2 Bargaining Unit Contract Expiration Date Construction Activity The following table shows a five year history of construction activity in the City. CITY OF TEMECULA BUILDING PERMITS AND VALUATIONS 1996 - 2OOO 1996 1997 1998 1999 2000 Valuation ($000): Residential Non-residential Total Residential Units: Single family Multiple family Total Source: Construction Industry Research Board From 1990-2000, the City's housing stock grew by 7,875 (up 73.9% with all but 716 of the City's new units being single family homes). In 1999 alone, 20.2% of the City's housing stock experienced a change in ownership, making it the most active market in the inland region. Commercial Residential Bank Deposits Property Values Construction C~nstruction (2) (3) (2) (2) Number Number Fiscal Year Of Units Value Of Units Value Value Commerci Residentia al _1 1991 232 $ 18,717 387 $ 6,407 N/A $1,270,735 $1,353,396 1992 158 902 337 10,605 $ 330,514 1,473,713 1,454,943 1993 150 6,316 802 50,347 299,566 1,526,397 1,489,077 1994 130 10,639 1,186 113,002 338,874 1,466,707 1,539,257 1995 162 29,221 968 85,410 371,014 1,478,339 1,677,720 1996 136 23,572 987 93,674 415,027 1,347,175 1,856,215 1997 202 32,863 857 85,257 510,020 1,151,327 1,958,706 1998 203 66,226 835 105,527 632,938 1,378,543 2,067,549 1999 337 159,286 1,384 180,840 663,802 1,523,526 2,303,303 2000 437 52,497 1,179 148,660 N/A 1,935,501 2,627,716 Source: County Land Use Statistical Recap Report. N/A - Information not available. (1) Source: City of Temecula, Building and Safety Department The data for 1992 through 1994 was obtained from the Findlay Reports on California Financial Institutions. The data for 1995 through 1999 was obtained from FDIC Summary of Deposits reports. Appendix A Page 3 Employment From 1991-1999, the City's employment rose from 13,570 to 25,140 (up 11,570 jobs or 85.3%). In 1999 alone, the City's firms and agencies added 13.4% more workers (far above the Inland Empire's aggressive 5.7% rate). The City's economy has begun to specialize. Retail trade added the most jobs (2,551) due to the City's expanding population base. This did not include any jobs created by the opening of Promenade Mall in . Manufacturing ranked second, adding 2,449 positions. The hotel and amusement industry was third with 1,469 new jobs due to the growth of the Pechanga Entertainment Center, and tourist visits to the wineries, Old Town and annual events like the Temecula Valley Balloon & Wine Festival. By 1999, the City's largest sector was manufacturing with 5,863 jobs, followed by retail trade with 5,379. The City's economy is dominated by small firms, with the average size fluctuating from a low of 11.6 workers in 1991 to a high of 15.0 in 1997 and stabilizing at that level. In 1999, the only exceptions to the small size rule were in education (187 workers), government (84 workers) and employment agencies (81 workers). Manufacturing was mid-sized (46.5), as was hotel and amusement (36.2). The other sectors averaged under 20 workers, with most under 10. Appendix A Page 4 Largest Employers by Number of Employees June 30, 2000 Employer Guidant Corporation Temecula Valley Unified School District International Rectifier Hudson Respiratory Care, Inc. Albertson's Professional Hospital Supply Charmell Commercial Corporation Costco Wholesale Corporation Bianchi International Opto 22, Inc. Milgard Manufacturing Maxxim Medical City of Temecula Tru Green Land Care Plant Equipment, Inc. Lowe's Flowserve Corporation Norm Reeves Auto Group Target Florasense by Endar Robinsons-May Sears JC Penneys Sierra Pacific Farms, Inc. Temecula Creek Inn Mervyns Stater Brothers Red Robin Claim Jumper K-Mart Corporation Rancho Ford Rancho California Water District Tension Envelope Partnership with Industry Southwest Traders Chemicon International Magnecomp Corporation Molding International Toyota of Temecula Valley Ralphs Weitz Golf Construction Oakridge Landscape' Number of Employees 2,600 1,760 653 579 496 460 450 370 294 260 250 227 214 20O 259 195 194 186 181 181 180 178 163 163 155 151 151 142 133 125 120 118 117 110 110 104 103 102 101 100 100 100 Source: City of Temecula, Finance Department Appendix A Page 5 Taxable Retail Trade In 1998, taxable retail sales surged to a record $923 million. In 1999,they broke the $1 billion mark. Retail trade has increased in every year since the City's 1989 incorporation, even during Southern California's severe recession. As a result, the City's retail sales growth has exceeded that of rapidly expanding Riverside County throughout the decade. In 1998, the City had the inland region's seventeenth largest population but its seventh highest volume of retail sales. It will move higher now that the Promenade Mall is open. Taxable retail sales per capita is a good barometer of a community's ability to provide services to its population as the sales tax is the primary source of municipal finance in California. On this standard, the City has performed extraordinarily well. Its 1998 per capita sales were $19,347, an amount that was substantially higher than that of the region's seven cities with over 100,000 people, and well above the average for Riverside County ($9,017). From 1991-1998, the City's sales per capita grew by 31.9%, and it appears to have increased by another 10-12% in 1999 to approximately $21,000. Only two smaller Inland Empire cities with major malls have higher per capita sales: Montclair ($26,463) and Palm Desert ($25,846). Of the $496 million increase in the City's retail sales between 1990-1998, 27.6% came from a $137 million gain in activity by the City's non-retail outlets as they went from 18.6% to 23.4% of sales. This was manly from direct sales to the public by manufacturers and distributors, validating the strategy of encouraging such firms to locate in the City. Another 25.7% of the City's sales gain was from a $127 million increase by automotive dealers and parts suppliers as their share of total sales jumped from 16.2% to 21.3%. General merchandisers accounted for $81 million or 16.2% of the gain, and "other" specialty retailers accounted for $59 million or 11.9%. The last two sectors reached 29.3% of total 1998 sales, a share that will grow now that the Promenade Mall is open. The City's retail outlets had average sales of $951,283 in 1998, far above the $691,859 average for all Riverside County retail stores. The City's strongest sector was general merchandise where sales averaged $2.4 million more than the county average. Next came the automotive sector which averaged $1.8 million more. The weakest performers were the City's building material outlets which had sales that were $1.3 million below the countywide average. The City's 1998 per capita taxable sales average of $19,347 was well above Riverside County's average of $11,917, despite the fact that the latter figure included a 32.2% upward adjustment to account for the County's lower median income. Even after this large adjustment, the City's per capita sales exceeded Riverside County's levels in all but two sectors. This means that the City is a net importer of sales taxes from other communities both overall and in nearly every sector. The two exceptions were minimal drains in apparel and building materials. The opening of the Promenade Mall will likely eliminate the apparel leakage and the opening of Lowes should improve building material sales. Appendix A Page 6 Principal Sales Tax Producers (listed alphabetically) For the Year Ended June 30, 2000 Firm AM/PM Mini Markets American Material Carriage Motor Company Channell Commercial Corporation Chevron USA Circuit City Costco Wholesale Corporation Guidant JC Penney K-Mart Corporation Lowe's Home Improvement Warehouse Lucky Mervyns Milgard Windows Nissan of Temecula Norm Reeves Acura Mazda Honda Norm Reeves Chrysler Jeep Dodge Paradis~ Chevrolet Buick Professional Hospital Supply Rancho Ford Richardson R V Centers Robinsons-May Sears Target Toyota of Temecula Valley Business Description Service Station Light Industrial Motor Vehicle Dealer Light Industrial Service Station Radio/Appliance Store General Merchandise Light Industrial Department Store Department Store Lumber/Building Materials Grocery Store Department Store Manufacturer Motor Vehicle Dealer Motor Vehicle Dealer Motor Vehicle Dealer Motor Vehicle Dealer Light Industrial Motor Vehicle Dealer Motor Vehicle Dealer Department Store Department Store Department Store Motor Vehicle Dealer Source: Hinderliter de Llamas & Associates City of Temecula, Finance Department Principal Secured Property Owners For the Year Ended June 30, 2000 Taxpayer International Rectifier Corporation Guidant Corporation GMS Realty Hudson Respiratory Care, Inc. Kimco Palm Plaza Limited Partnership Arden Realty Limited Partnership John W. Hoffee II Trust Magellan Acacia Park Limited Partnership Dayton Hudson Corporation Palomar Village Properties Inc. Percent 2000 Assessed Total Valuation Assessed Type of Business (in thousands) (Valuation! Manufacturing $134,137 3.72% Manufacturing 84,819 2.35 Real Estate Development 37,341 1.03 Manufacturing 29,750 0.82 Real Estate Development 26,493 0.73 Real Estate Development 25,678 0.71 Manufacturing 19,448 0.54 Real Estate Development 16,961 0.47 Real Estate Development 16,711 0.46 Real Estate Development 14,158 0.39 Source: Riverside county Assessor 1998/99 Secured Tax Rolls Appendix A Page 7 Direct and Overlapping Bonded Debt Direct and Overlapping Bonded Debt. The statement of direct and overlapping debt (the "Debt Report") set forth below was prepared by California Municipal Statistics, Inc. as of September 30, 2001. The Debt Report includes only such information as has been reported to California Municipal Statistics, Inc. by the issuers of the debt described therein and by others. The Debt Report is included for general information purposes only. The City takes no responsibility for its completeness or accuracy. Direct and Overlapping Bonded Debt 20~0-01 Assessed Valuation: $15,942,825,005 Redevelopment Incremental Valuation: 530.796.306 Adjusted Assessed Valuation: $15,412,028,699 OVERLAPPING TAX AND ASSESSMENT DEBT: Orange County Teeter Plan Obligations Metropolitan Water District Los Alamitos Unified School District Community Facilities District No. 1990-1 City of Huntington Beach Community Facilities District No. 1990-1 City of Huntington Beach 1915 Act Bonds TOTAL OVERLAPPING TAX AND ASSESSMENT DEBT DIRECT AND OVERLAPPING GENERAL FUND OBLIGATION DEBT: Orange County General Fund Obligations Orange County Pension Obligations Orange County Transit Authority Municipal Water District of Orange County Water Facilities Corporation Orange County Sanitation District No.3 Certificates of Participation Orange County Sanitation District No. 11 Certificates of Participation Orange County Water District Certificates of Participation Coast Community College District CerBficates of Participation Huntington tieach Union High School District Certificates of Participation Los Alamitos Unified School District Certificates of Participation Huntington Beach School District Certificates of Participation City of Huntington Beach General Fund Obligations TOTAL GROSS DIRECT AND OVERLAPPING GENERAL FUND OBLIGATION DEBT Less: Orange County Transit Authority (80% self-supporting) Orange County Water District Certificates of Participation (100% self-supporting) MWDOC Water Facilities Corporation (100% self-supporting) TOTAL NET DIRECT AND OVERLAPPING GENERAL FUND OBLIGATION DEBT GROSS COMtiINED TOTAL DEBT NET COMBINED TOTAL DEBT Applicable Debt 9/30/01 7.486% $ 9,374,344 1.569 8,276,161 1.366 172,526 100. 2,055,000 100. 605.000 $20A83,031 7.486% $ 76,471,287 7.486 10,077,091 7.486 591,768 11.211 6,019,746 12.817 6,659,943 99.956 3,389,458 12.518 26,813,556 30.694 4,923,318 73.495 139,641 1.366 59,967 97.680 4,581,192 1(30. 87.407.268 $227,134,235 473,415 26,813,556 6.019.746 $193,827,518 $247,617,266 (1) $214,310,549 (1) Excludes tax and revenue anticipation notes, revenue, mortgage revenue and tax allocation bonds and non-bonded capital lease obligations. Ratios to 2000-03 Assessed Valuation: Total Overlapping Tax and Assessment Debt .................................. 0.13% Ratios to Adjusted Assessed Valuation: Combined Direct Debt ($87,407,268) ................................................ 0.57% Gross Combined Total Debt ................................................................ 1.61% Net Combined Total Debt ................................................................... 1.39% STATE SCHOOL BUILDING AID REPAYABLE ASOF6/30/01:$7,947,503 Source: California Municipal Statistics, Inc. Industrial Real Estate The City is part of the Inland Empire's industrial real estate market, the second strongest in the United States after suburban Chicago. In 1999, the inland region's 26.1 million square feet of gross space absorption set a record, surpassing the high of 18.0 million square feet in 1998. In Southern California, the Appendix A Page 8 Inland Empire's 220 million square feet of industrial space is second only to Los Angeles County's 860 million square feet. Coldwell Banker estimates that in April 2000, the City had 7.8 million square feet of industrial space or 3.3% of the inland area's inventory. Among local cities, this ranked tenth just below San Bernardino (12.9 million) and above Colton (4.9 n~dlion), Nearby, Corona had 2,469,569 square feet available; Moreno Valley-Perris had just 7,090 square feet. Within the Inland Empire, the City is making the ~ransition from a small to a mid-sized market. If multi-tenant sites are included in the City's inventory, its potential industrial space rises to 9,904,065 square feet. This figure has increased 58.4% from the 6.25 million square feet that existed in 1990. Education The City's young people attend classes in the Temecula Valley Unified School District, Riverside County's seventh largest district with 17,499 pupils in 2000. The City is within commuting distance of 22 private and public colleges and universities with a combined enrollment of over 139,000 students. This includes nationally known private, liberal arts schools like the Claremont colleges and the University of Redlands. Impressive scientific work is being conducted at Harvey Mudd College, California State Polytechnic University at Pomona, and the University of California, Riverside, Loma Linda University boasts some of the top medical schools in the world. The University of La Verne School of Law is located in Ontario. California State University San Bernardino has an excellent School of Business. Cai State San Marcos, in nearby San Diego County, offers classes in the City as does UCR Extension and the University of Redlands. There are five community colleges in the region including Mt. San Jacinto Community College which also offers classes in the City. Health Services Hospital services for residents of the City are provided by which is located in , about __ miles from the City. Other local health facilities serving the City are Utilities Natural gas and electricity are provided to the City by . Pacific Bell supplies telephone service. Water service is provided by the and sewerage is collected and treated by the Recreation & Tourism The City has 23 parks and community facilities covering 231 acres. The system is family oriented with extensive access to soccer, baseball, tennis, in-line skating, swimming and basketball facilities, many of them lighted. Nearly every park has children's play areas plus picnic and barbecue facilities. Several places have been set aside for joggers and cyclists. The largest park covers 128 acres and offers a large community meeting facility and every conceivable form of sports and recreation. The City's wine growing area is a unique Inland Empire asset with fifteen wineries growing a wide range of California's varietal grapes. The area serves as a hub for the City's tourism activity. Meanwhile, the expansion of the Indian gaming at the Pechanga Entertainment Center is adding to the lure of an area already known for events like the Temecula Valley Balloon & Wine Festival, the Rod Run, The Temecula Valley International Film Festival and more. Appendix A Page 9 APPENDIX B SUMMARY OF PRINCIPAL LEGAL DOCUMENTS [TO COME] Appendix B APPENDIX C PROPOSED FORM OF SPECIAL COUNSEL OPINION [Letterhead of Quint & Thimmig LLP[ [Closing Date] City Council of the City of Temecula 43200 Business Park Drive Temecula, California 92589 OPINION: $ * Certificates of Participation (2001 Capital Improvement Financing Project), Evidencing Direct, Undivided Fractional Interests of the Owners Thereof in Installment Payments to be Made by the City of Temecula (Riverside County, California) As the Purchase Price for Certain Property Pursuant to an Installment Sale Agreement with the Temecula Public Financing Authority Members of the City Council: We have acted as special counsel in connection with the delivery by the City of Temecula (the "City"), of its $ * Installment Sale Agreement, dated as of December 1, 2001, by and between the Temecula Public Financing Authority (the "Authority") and the City (the "Installment Sale Agreement"), pursuant to the California Government Code. The Authority has, pursuant to the Assignment Agreement, dated as of December 1, 2001 (the "Assignment Agreement"), by and between the Authority and U.S. Bank Trust National Asscciation, as trustee (the "Trustee"), assigned certain of its rights under the Installment Sale Agreement, including its right to receive installment payments made by the City thereunder (the "Installment Payments"), to the Trustee. Pursuant to the Trust Agreement, dated as of December 1, 2001, by and among the Trustee, the Authority and the City (the "Trust Agreement"), the Trustee has executed and delivered certificates of participation (the "Certificates") evidencing direct, undivided fractional interests of the owners thereof in the Installment Payments. We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the City contained in the Installment Sale Agreement and the Trust Agreement and in the certified proceedings and certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation. Based upon our examination, we are of the opinion, under existing law, as follows: 1. The City is duly created and validly existing as a municipal corporation and general law city with the power to enter into the Installment Sale Agreement and the Trust Agreement and to perform the agreements on its part contained therein. Appendix C Page 1 2. The Installment Sale Agreement has been duly authorized, executed and delivered by the City and is an obligation of the City valid, binding and enforceable against the City in accordance with its 3. The Trust Agreement and the Assignment Agreement are valid, binding and enforceable in accordance with their terms. 4. Subject to the terms and provisions of the Installment Sale Agreement, the Installment Payments are special obligations of the City are payable from a first and prior lien on Tax Revenues (as such terms are defined in the Installment Sale Agreement). By virtue of the Assignment Agreement, the owners of the Certificates are entitled to receive their fractional share of the Installment Payments in accordance with the terms and provisions of the Trust Agreement. 5. The portion of the Installment Payments designated as and comprising interest and received by the owners of the Certificates is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; it should be noted, however, that, for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings. The Installment Sale Agreement is a "qualified tax-exempt obligation" within the meaning of section 265(b)(3) of the Internal Revenue Code of 1986 (the "Code"), and, in the case of certain financial institutions (within the meaning of section 265(b)(5) of the Code), a deduction is allowed for eighty percent (80%) of that portion of such financial institutions' interest expense allocable to interest payable with respect to the Certificates. The opinions set forth in the preceding sentences are subject to the condition that the City comply with all requirements of the Code that must be satisfied subsequent to the delivery of the Installment Sale Agreement in order that such interest be, or continue to be, excluded from gross income for federal income tax purposes. The City has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of such interest in gross income for federal income tax purposes to be retroactive to the date of delivery of the Installment Sale Agreement. We express no opinion regarding other federal tax consequences arising with respect to the Installment Sale Agreement and the Certificates. 6. The portion of the Installment Payments designated as and comprising interest and received by the owners of the Certificates is exempt from personal income taxation imposed by the State of California. The rights of the owners of the Certificates and the enforceability of the Installment Sale Agreement, the Trust Agreement and the Assignment Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and may also be subject to the exercise of judicial discretion in appropriate cases. Respectfully submitted, Appendix C Page 2 APPENDIX D FORM OF CONTINUING DISCLOSURE CERTIFICATE This CONTINUING DISCLOSURE CERTIFICATE (the "Disclosure Certificate") is executed and delivered by the CITY OF TEMECULA (the "City") in connection with the execution and delivery of $. * Certificates of Participation (2001 Capital Improvement Financing Project) (the "Certificates"). The Certificates are being executed and delivered pursuant to a Trust Agreement, dated as of December 1, 2001, by and among U.S. Bank Trust National Association, as trustee, the City and the Temecula Public Financing Authority (the "Trust Agreement"). The City covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the Certificates and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Trust Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Dissemination Agent" shall mean U.S. Bank Trust National Association, or any successor Dissemination Agent designated in writing by the City and which has flied with the City and the Trustee a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. "Participating Underwriter" shall mean any of the original underwriters of the Certificates required to comply with the Rule in connection with offering of the Certificates. "Repository" shall mean each National Repository and each State Repository. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State Repository" shall mean any public or private repository or entity designated by the State of California as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Certificate, there is no State Repository. Section 3. Provision of Annual Reports. (a) The City shall or, upon written direction, shall cause the Dissemination Agent to, not later than six months after the end of the City's fiscal year (which date nine months after the end of the City's fiscal year currently would be March 31), commencing with the report for the 2000~2001, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate with a copy to the Trustee. Not later than fifteen (15) Business Days prior to said date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). The Annual Report Appendix D *Preliminary, subject to change. Page 1 may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the date required above for the filing of the Annual Report if not available by that date. If the City's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). The City shall provide a written certification with each Annual Report furnished to the Dissemination Agent and the Trustee to the effect that such Annual Report constitutes the Annual Report required to be furnished by the City hereunder. (b) If the City is unable to provide to the Repositories an Annual Report by the date required in subsection (a), the City shall send a notice to the Municipal Securities Rulemaking Board in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and each State Repository, if any; and (ii) to the extent the Annual Report has been furnished to it, if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided. Section 4. Content of Annual Reports. The City's Annual Report shall contain or incorporate by reference the following: (a) Audited Financial Statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the City's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) Operating data relating to the City's municipal sewer enterprise for the preceding fiscal year, unless otherwise presented in the City's audited financial statements, consisting of: [TO BE DETERMINED] Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The City shall clearly identify each such other document so included by reference. (c) In addition to any of the information expressly required to be provided under this Disclosure Certificate, the City shall provide such further material information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. Section 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Certificates, if material: Appendix D Page 2 (i) Principal and interest payment delinquencies. (ii) Non-payment related defaults. (iii) Unscheduled draws on debt service reserves reflecting financial difficulties. (iv) Unscheduled draws on credit enhancements reflecting financial difficulties. (v) Substitution of credit or liquidity providers, or their failure to perform. (vi) Adverse tax opinions or events affecting the tax-exempt status of the security. (vii) Modifications to rights of security holders. (viii) Contingent or unscheduled bond calls. (ix) Defeasances. (x) Release, substitution, or sale of property securing repayment of the securities. (xi) Rating changes. (b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall as soon as possible determine if such event would be material under applicable Federal securities law. (c) If the City determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the City shall promptly file a notice of such occurrence with the Municipal Securities Rulemaking Board and each State Repository with a copy to the Trustee, together with written direction to the Trustee whether or not to notify the Certificate holders of the filing of such notice. In the absence of any such direction, the Trustee shall not send such notice to the Certificate holders. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(viii) and (ix) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Certificates pursuant to the Trust Agreement. Section 6. Termination of Reporting Obligation. The City's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Certificates. If such termination occurs prior to the final maturity of the Certificates, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). Section 7. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be U.S. Bank Trust National Association. Any Dissemination Agent may resign by providing thirty days' written notice to the City and the Trustee. Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied (provided neither the Trustee nor the Dissemination Agent shall be obligated to enter into or be bound by any such amendment that modifies or increases its duties or obligations under this Disclosure Certificate): (a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Certificates, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the Appendix D Page 3 primary offering of the Certificates, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver either (i) is approved by holders of the Certificates in the manner provided in the Indenture for amendments to the Indenture with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Certificates. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to the Repositories in the same manner as for a Listed Event under Section 5(c). Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the City to comply with any provision of this Disclosure Certificate the Trustee, at the written direction of any Participating Underwriter or the holders of at least 25% aggregate principal amount of Outstanding Certificates, shall, but only to the extent moneys or other indemnity, satisfactory to the Trustee, has been furnished to the Trustee to hold it harmless from any loss, costs, liability or expense, including fees and expenses of its attorneys and any additional fees of the Trustee, or any holder or beneficial owner of the Certificates may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Trust Agreement, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance. Neither the Trustee nor the Dissemination Agent shall have any financial liability of any kind whatsoever to the City, the holders of the Certificates or any other party from any breach by the City under this Disclosure Certificate. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. Article VIII of the Trust Agreement is incorporated herein and the Trustee and the Dissemination Agent shall be entitled to the provisions therein in the performance of any duties or obligations under this Disclosure Certificate. The Dissemination Agent and the Trustee shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent and the Trustee, their officers, directors, employees and agents, harmless against any loss, expense and liabilities Appendix D Page 4 which they may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's or the Trustee's respective negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent and the Trustee shall have no duty or obligation to review any information provided to it by the City and shall not be deemed to be acting in any fiduciary capacity for the City, the Certificate holders or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Certificates. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Trustee, the Dissemination Agent, the Participating Underwriters and holders and beneficial owners from time to time of the Certificates, and shall create no rights in any other person or entity. Date: [Closing Date] CITY OF TEMECULA By Mayor Appendix D Page 5 EXHIBIT A NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Name of Issue: Date of Issuance: CITY OF TEMECULA Certificates of Participation (2001 Capital Improvement Financing Project) Evidencing Direct, Undivided Fractional Interests of the Owners Thereof in Installment Payments to be made by the City of Temecula, as the Purchase Price for Certain Property Pursuant to an Installment Sale Agreement with the Temecula Public Financing Authority [Closing Date] NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Certificates as required by Section 10.07 of the Trust Agreement, dated as of December 1, 2001, by and among U.S. Bank Trust National Association, as trustee, the City and the Temecula Public Financing Authority. The Issuer anticipates that the Annual Report will be filed by Dated: CITY OF TEMECULA cc: Trustee By Title Appendix D Page 6 APPENDIX E SPECIMEN MUNICIPAL BOND INSURANCE POLICY Appendix E ITEM 16 CITY ATTORNEY DIRECTOR OF FINANCE CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Counc~iJ Debbie Ubnoske,~irect°r of Planning November 27, 2001 PA99-0451 - Rancho Highlands General Plan Amendment PREPARED BY: Debbie Ubnoske, Director of Planning RECOMMENDATION: Continue Off Calendar BACKGROUND: The Rancho Highlands General Plan Amendment is a City initiated amendment requesting to change the General Plan Land Use Designation from Open Space to Highway Tourist Commercial. This item was last heard by the City Council on September 25, 2001. At this meeting, the Council expressed concerns about language in the Specific Plan that called for an Alternative Transportation Plan, establishment of a Park and Ride facility and the estabJishment of transit stops, shelters, and bus turnouts. In addition, the Council requested more information on the amount of the assessments paid on the particular parcel in question. Lastly, the Council appointed Council member Mike Naggar to sit on an Advisory Committee with Planning Commission Chairman Dennis Chiniaeff to meet and review all the information on this property. This meeting is in the process of being scheduled. Once all the information has been reviewed, staff will re-notice this project for City Council. FISCAL IMPACT: N~A A'CI'ACH MENTS: None R:\DEBBIE~sff rpt.rancho highlands cc nov 27th.doc 1 ITEM 17 CITY ATTORNEY DIRECTOR OF FINANCE CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Ma nager/City/~C~,,~cil Debbie Ubnoske,L'Director of Planning November 27, 2001 Ridge Park Drive Rezoning (Planning Application 01-0460) PREPARED BY: David Hogan, Senior Planner RECOMMENDATION: READ by title only and introduce an ordinance entitled: Ordinance No. 01- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING AN AMENDMENT TO THE OFFICIAL ZONING MAP ALONG A PORTION OF BOTH SIDES OF RIDGE PARK DRIVE (PLANNING APPLICATION 01-0460) BACKGROUND: Staff has recently identified the need to modify the zoning designations along most of Ridge Park Drive (the Crystal Ridge Business Park). This need is based upon the idea that the future land uses in this area would be better as office type buildings given this location. When the City of Temecula adopted the Development Code in 1995, two zoning districts were created to implement the City's Business Park General Plan Land Use Designation. The two districts are Light Industrial (LI) and Business Park (BP). The primary difference between these two zones is that the LI zone allows a wider range of manufacturing and assembly activities and the BP Zone allows smaller office buildings. However, the Business Park zone also allows warehousing and less intensive manufacturing uses in addition to the smaller office buildings. This item was considered by the Planning Commission on October 17, 2001. The Commission questioned staff on the location of the future Western Bypass as well as how the future business park land uses might relate to the future residential development in and around the Old Town area. In response to these questions, staff stated that the future Western Bypass will probably be to the east of this area but that neither the Western Bypass alignment nor design had been finalized at this time. Staff also felt that the proposed change of zone would improve the land use transition between this area and the Old Town area because office uses are a more appropriate land use neighbor that manufacturing or warehouse uses. In addition, one affected property owner attended the hearing in spoke in favor of the proposed change of zone. R:\C Z~Ol-O460\Staff Report CC1 .doc 1 After the public hearing, the Commission unanimously recommended that the City Council approve this change of zone and amend the Official Zoning Map of the City of Temecula. in recommending this change of zone, the Commission considered the following factors in making their decision: · Consistency with the General Plan · Suitability of the site for office uses · Land use buffering and compatibility · Existing land use pattern A copy of the Planning Commission Resolution and Staff Report are included in Attachment Nos. 2 and 3, respectively. The proposed project is a change of zone from one industrial zone to another that does not require a general plan amendment. Staff has reviewed the Final Environmental Impact Report {FEIR) for the General Plan and has determined that no additional impacts beyond those identified in the FEIR are anticipated to occur. As a result, no additional environmental analysis is required. Based upon these factors, the Planning Commission recommends that the City Council amend the City's Official Zoning Map and amend the Official Zoning Map to redesignate this area from Light Industrial (LI) to Business Park (BP). FISCAL IMPACT: None. ATTACHMENTS: 2. 3. 4. Proposed Ordinance PC Resolution Planning Commission Staff Report Exhibits A. Zoning Map B. General Plan Land Use Map C. Existing Land Use Map D. Proposed Zoning Map R:\C Z~01-0460\Staff Report CC.doc 2 ATTACHMENT NO. 1 PROPOSED ORDINANCE R:\C Z~01-0460\Staff Report CC.doc 3 ORDINANCE NO. 01- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING AN AMENDMENT TO THE OFFICIAL ZONING MAP ALONG BOTH SIDES OF A PORTION OF RIDGE PARK DRIVE (PLANNING APPLICATION 01-0460) WHEREAS, Section 65800 of the Government Code provides for the adoption and administration of zoning laws, ordinances, rules and regulations by cities to implement such general plans as may be in effect in any such city; and WHEREAS, Sections 65860 of the Government Code requires that a zoning ordinance shall be consistent with the adopted General Plan of the city; and WHEREAS, there is a need to amend the Zoning Map to accurately reflect private property and to be consistent with the adopted General Plan; and WHEREAS, the Planning Commission held duly noticed public hearings on October 17, 2001, and recommended that the City Council approve the attached amendments to the City Zoning Map and Municipal Code; and WHEREAS, notice of the proposed Ordinance was posted at City Hall, Temecula Library, Pujol Street Community Center, and the Temecula Valley Chamber of Commerce; and, WHEREAS, the City Council has held a duly noticed public hearing on November 13, 2001 to consider the proposed amendments to the City Zoning Map and the Temecula Municipal Code. THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY ORDAIN AS FOLLOWS: Section 1. Amendments To The Citv Zonina MaD The City Council hereby amends the Official Zoning Map for the City of Temecula for the following parcels by changing the zoning designations from Light Industrial to Business Park: A. 940-310-015; B. 940-310-016; C. 940-310-027; D. 940-310-028; E. 940-310-029; F. 940-310-030; G. 940-310-031; H. 940-310-032; I. 940-310-040; J. 940-310-044; K. 940-310-045; L. 940-310-046; M. 940-310-047; and, N. 940-310-048. R:\C Z~01-0460\Staff Report CC.doc 4 Section 2. Environmental Review. The City Council hereby finds that the environmental impacts associated with this change of zone were identified, analyzed and addressed in the Final Environmental Impact Report for the General Plan that was certified on November 9, 1993. Section 3. Severabilitv. If any sentence, clause or phrase of this ordinance is for any reason held to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining provisions of this ordinance. The City Council hereby declares that it would have passed this ordinance and each sentence, clause or phrase thereof irrespective of the fact that any one or more sentences, clauses or phrases be declared unconstitutional or otherwise invalid. Section 4. Certification. The City Clerk of the City of Temecula shall certify to the passage and adoption of this Ordinance and shall cause the same to be published in the manner required by law. PASSED, APPROVED AND ADOPTED this th day of ,2001. ATTEST: Jeff Comerchero, Mayor Susan W. Jones, CMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, CMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Ordinance No. 01- was dully introduced and placed upon its first reading at a regular meeting of the City Council on the ~th day of __, 2001 and that thereafter, said Ordinance was duly adopted and passed at a regular meeting of the City Council on the __th day of __., 2001, by the following vote: AYES: 0 COUNCILMEMBERS: None NOES: 0 COUNCILMEMBERS: None ABSENT: 0 COUNCILMEMBERS: None Susan W. Jones, CMC City Clerk R:\C Z~01-0460\Staff Report CC.doc 5 A'I-I'ACHMENT NO. 2 PC RESOLUTION NO. 2001-37 R:\C Z~01-0460\Staff Report CC.doc 6 PC RESOLUTION NO. 2001-37 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF TEMECULA RECOMMENDING THAT THE CITY COUNCIL ADOPT AN ORDINANCE ENTITLED "AN ORDINANCE OF THE CITY COUNCIL OF THE CiTY OF TEMECULA APPROVING AN AMENDMENT TO THE OFFICIAL ZONING MAP ALONG A PORTION OF BOTH SIDES OF RIDGE PARK DRIVE (PLANNING APPLICATION 01 -O460)" WHEREAS, the City of Temecula filed Planning Application No. 01-0460, in a manner in accord with the Development Code; WHEREAS, Planning Application No. 01-0460 was processed including, but not limited to a public notice, in the time and manner prescribed by State and local law; WHEREAS, the Planning Commission, at a regular meeting, considered Planning Application No. 01-0460 on October 17, 2001, at a duly noticed public hearing as prescribed by law, at which time the City staff and interested persons had an opportunity to and did testify either in support or in opposition to this matter; and WHEREAS, at the conclusion of the Commission hearing and after due consideration of the testimony, the Commission recommended to the City Council that the Official Zoning Map for the City of Temecula be amended; NOW, THEREFORE, THE PLANNING COMMISSION OF THE CITY OF TEMECULA DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Findings. The Planning Commission, in approving Planning Application No. 01-0460 hereby finds that the amendment to the Official Zoning Map is consistent with the adopted General Plan for the City of Temecula, the site is physically suitable for the type of development that could eventually occur in this area, and the proposed change of zone would further the City's long-term economic development goals. Section 2. Environmental Compliance. An environmental initial study has been prepared for Planning Application No. 01-0460 in accordance with California Environmental Quality Act. As a result, staff is recommending that the Planning Commission recommend that the City Council make a finding of the consistency with the Final Environmental Impact Report for the General Plan. Section 3. Recommendation. The Planning Commission of the City of Temecula hereby recommends that the City Council approve Planning Application 01-0460 and adopt an Ordinance amending the Official Zoning Map for the City of Temecula, substantially in the form contained in Exhibit A. DRAFT R:\C Z~01-0460\Staff Report Ce.doc 7 Section4. PASSED, APPROVED AND ADOPTED by the City of Temecula Planning Commission this 17th day of October 2001. Dennis Chinieaff, Chairperson 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 17th day of October, 2001, by the following vote of the Commission: AYES: 5 PLANNING COMMISSIONERS: Chineaff, Guerrerio, Matthewson, NOES: 0 ABSENT: 0 ABSTAIN: 0 PLANNING COMMISSIONERS: PLANNING COMMISSIONERS: PLANNING COMMISSIONERS: Olhasso, Telesio. NONE NONE NONE Debbie Ubnoske, Secretary DRAFT R:\C Z~01-0460\Staff Report Ce.doc 8 EXHIBIT A R:\C Z~01-0460\Staff Report CC.doc 9 RECOMMENDED ZONING N 200 0 200 400 Feet r:\gls~elli~a ~viewprojects\cr~sta~ddge2.apr ATTACHMENT NO. 3 PLANNING COMMISSION STAFF REPORT R:\C Z~01-0460\Staff Report CC.doc 10 STAFF REPORT- PLANNING CITY OF TEMECULA PLANNING COMMISSION Date: October 17, 2001 Planning Application No. 01-0460 (Change of Zone) Prepared By: David Hogan, Senior Planner APPLICANT: PROPOSAL: LOCATION: EXISTING ZONING: SURROUNDING ZONING: RECOMMENDATION: The Community Development Department - Planning Division Staff recommends the Planning Commission: 1. ADOPT the Final Environmental impact Report for the General Plan pursuant to Section 15162 of the California Environmental Quality Act; 2. ADOPT a Resolution entitled: PC RESOLUTION NO. 2001- A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF TEMECULA RECOMMENDING THAT THE CITY COUNCIL ADOPT AN ORDINANCE ENTITLED "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING AN AMENDMENT TO THE OFFICIAL ZONING MAP ALONG A PORTION OF BOTH SIDES OF RIDGE PARK DRIVE (PLANNING APPLICATION 01-0460)" APPLICATION INFORMATION City of Temecula To change the zoning on 14 properties located along both sides of Ridge Park Drive from Light Industrial (LI) to Business Park (BP). Crystal Ridge Business Park, south of Rancho Califomia Road along both sides of Ridge Park Drive, Light Industrial (LI) PROPOSED ZONING: GENERAL PLAN DESIGNATION: EXISTING LAND USE: ADJACENT LAND USES: North: South: East: West: Professional Office (PO) and Light Industrial (LI) Westside Specific Plan (SP-8) Light Industrial (LI) Professional Office (PO) and Open Space (OS-C) Business Park (BP) Business Park Office Buildings and vacant North: Industrial R:\C Z~D1-0460~Staff Report PC.doc 1 BACKGROUND Staff has recently identified the need to modify the zoning designations along most of Ridge Park Drive (the Crystal Ridge Business Park). This need is based upon the idea that the future land uses in this area would be better as office type buildings given its location ANALYSIS When the City of Temecula adopted the Development Code in 1995 (to regulate private development consistent with the 1993 General Plan), two zoning districts were created to implement the City's Business Park General Plan Land Use Designation. The two districts are Light Industrial (LI) and Business Park (BP). The primary key differences between these two zones is that the LI zone allows a wider range of manufacturing and assembly activities and the BP Zone allows smaller office buildings. The Business Park zone also allows warehousing and less intensive manufacturing uses in addition to the smaller office buildings. In considering this change of zone, staff is suggesting that the Commission consider the following factors in making their decision: · Consistency with the General Plan · Suitability of the site for office uses · Land use buffering and compatibility · Existing land use pattern Consistency with the General Plan Land Use Map: The Business Park Land Use Designation is implemented by two zoning districts. This zone change would transfer this area from one industrialzoning district to another under the same General Plan Land Use Designation. Economic Development Element: Specifically, the proposed Change of zone is consistent with Goal 2 which calls for the "Diversification of the economic base to include a range of manufacturing, retail and service activities." There is currently a limited amount of vacant BP zoned property available for development within the City and changing the zoning in this area would immediately provide additional sites. Suitability of the Site Some of these sites have topographic constraints that would make the construction of larger office buildings (greater than 50,000 square feet) infeasible without extensive grading on the escarpment area. The site is elevated, with a good view over the valley making it more desirable for office type buildings. R:\C Z~01-O460\Staff Report PC.doc 2 Land Use Bufferincl and Compatibility The differences in elevation between this area and the properties to remain Light Industrial to the east provides a logical land use buffer. The surrounding area contains other office, warehousing, and manufacturing uses and would not create a land use compatibility problem. Existin(3 Land Use Pattern The area is developing with primarily office uses already (all of the 6 developed sites are already developed with office buildings). Two of these projects contain smaller office building that were developed under the County Zoning Ordinance. In addition, two other sites have received previous approvals for development consistent with the Business Park zone. Based upon these criteria, staff believes that this zone change is appropriate, would continue to implement the General Plan, and would enhance future economic development in the City. ENVIRONMENTAL DETERMINATION The proposed project is a change of zone from one industrial zone to another that does not require a general plan amendment. Staff has reviewed the Final Environmental Impact Report (FEIR) for the General Plan and has determined that no additional impacts beyond those identified in the FEIR are anticipated to occur. As a result, no additional environmental analysis is required. GENERAL PLAN CONSISTENCY The Business Park General Plan Land Use Designation is implemented by two different zoning districts; Light Industrial and Business Park. Changing the zoning in this area from one zone to another is consistent with the General Plan. Therefore, the proposed zone change is consistent with the adopted City General Plan. SUMMARY/CONCLUSIONS Based upon these factors, staff is recommending that the Planning Commission recommend that the City Council amend the City's Official Zoning Map and redesignate this area from Light Industrial (LI) to Business Park (BP). Attachments: PC Resolution - Blue Page 4 Proposed Ordinance - Blue Page 8 Exhibits - Blue Page 10 A. Zoning Map B. General Plan Land Use Map C. Existing Land Use Map D. Proposed Zoning Map R:\C Z~01*0460~Staff Report PC.doc 3 ATFACHMENT NO. 4 EXHIBITS R:\C Z~01-0460\Staff Report CC.doc 1 1 Crystal Ridge Predominant Land Use 0 V V* I V V V V V V V V 20O 0 200 400 Feet I = Industrial/Manufacturing O = Office C = Commercial V = Vacant * = Unconstructed Approved Planning .&~oplication r :~gis~kelli~a r cviewprojects\cryst alridge3 .apr Crystal Ridge Existing General Plan BP,, 200 0 200 400 Feet ~:~jis~kelli~a rcciewpr oject s\cc~st alddge2.apr Crystal Ridge Existing Zoning N 200 0 200 400 Feet L~, ..... r:-gis--e'" rcv'ewpr--e s'c~s--'-ge-~ ~< Ili'~ i oJ ct ~. rain0 ~ Crystal Ridge Proposed Zoning N 200 0 200 400 Feet r :\gis~keli~arcviewproject s\crystalridge2 .apr ITEM 18 APPROVAL CITY ATTORNEY ~v/v~'.~,.,~ DIRECTOR OF FINANC-,,E CITY MANAGER ~ CITY OF TEMECULA AGENDA REPORT TO: FROM: DATE: City Manager/City Council ,usan W. Jones ity Clerk/Director of Support Services November 27, 2001 SUBJECT: Community Services Commission Appointments PREPARED BY: Cheryl Domenoe, Administrative Secretary RECOMMENDATION: Appoint two applicants to serve full three-year terms on the Community Services Commission through October 10, 2004. BACKGROUND: The terms of Commissioners Jack Henz and Felicia Hogan expired on October 10, 2001. The City Clerk's office has followed the Council's established procedure for filling Commission vacancies by advertising the opening in two different local publications. When the deadline was reached for receiving applications, the applications were forwarded to the subcommittee comprised of Mayor Comerchero and Councilmember Stone for review and recommendation. Both Mayor Comerchero and Councilmember Stone recommend the appointment of Jack Henz and Felicia Hogan to serve full three-year terms through October 10, 2004. All applicants are registered voters and live within the City of Temecula. Attached are copies of the applications that were received by the filing deadline of October 2, 2001. ATTACHMENTS: Three (3) Applications for Appointment Agenda Reports~Appointment Community Services i ~ ~06 Job-138 SEP-ZO-Ol 14'!10 :~Fr re:CITY O; TEI,ECULA 9096941999 ? ~ P.01 :of Temecula eu.,.o.. Commissfon. Ap tment ~~/ Tcmcculo, CA 92590 X~ ,.e ~/ ~.c~o.em~ula.org Apph o Ob , , ~? ~CEDVED ~ ~."r ', :%~',:,, :~ f,.~.:'~:.=. ,, . ~',~.:'.' ..;~,' ":. ~ ~,..;.~:..~'?':.:~' ~. ~. ;. ~ ~ · ' ' '~y o~,T~e~ln r '.. SEP 2 q 2001 ~ "; : ; ':' '. ' ' "~' ': ',,.::': :' "'" '-' ':':;':'"~I~C~K~D~. Please Ch~k ~ __ Planning ~ommuni~ Sewices __ Publi~ Traffi~ 8afe~ Number of y~rS as a C~of Temecula Resident / Are you a Ci~ Regi~red~Voter? ' EMPLOYER NAME: ~/~' ~ ~ )~/~./ ......... EMPLOYER ADDRESS: ~7'~ Educational Background/Degrees: L st any C~ o~un~ ~rd, ~&m~fl~R .u,,,rT,18~Jon on which se~ice: you have seA/ecl:and the year(s) of List any organizations to whioh you belong (profcsoional, tcohnioal, oommunity_,eervioe): . M _ .. ~ ,:~ , . ' :., . · ~ ,¢"' .c;. f~f~ ~/~y yOU wish to serve on this commission, and why you believe you ere qualified.for the position. Please be specffic.(You may attach a separate sheet of paper if necessary.) . ? ') , . ? _ . ~1'. ., ~ .~, ~ , . . .. ' zeleue of th~ lnfo~atlo]¢for public htformatlon Signat~e~-~&~~~ ~ ~ ~ Date: ~ ~ ~ ~ / ~l~se retvm to: CI~ Cls~'s 0~, ~32~ ~vsivess Parg D~o (909) 6~-64~ (0~) ~# to: ~.0. Box 90~, Tomocvla, CA 9258~-90~ PL~ASa Ba ~WA86 OF ~a ADVa~TIS~D D~ADMNa City of Temecula 43200 Business Park Drive Temecula, CA 92590 www.cityoftemecula.orq (909) 694-6444 Commission Appointment Application For proper consideration, you must currently be a resident of the City of Temecula and a Registered Voter in the City of Temecula RECEIVED SEP 2 6 2001 Please Check One: __ Planning × Community Services Number of years as a City of Temecula Resident 13 CITY CLERKS DEPT. __ Public Traffic Safety Are you a City Registered Voter?. Yes NAME: JackA. Hertz OCCUPATION: Realtor ADDRESS: DAYTIME PHONE: EVENING PHONE: EMPLOYER NAME: Rancon Real Estate Corporation EMPLOYER ADDRESS: 27740 Jefferson Suite 100 Temecula, CA. 92590 E-MAIL Educational Background/Degrees: BSEE, MSEE, Completed all course work for PhD in Electrical Engineering. List any City or County Board, Committee or Commission on which you have served and the year(s) of service: Temecula Community Services Connnission 1995- Present Torrance Human Resources Commission 1980- 1983 List any organizations to which you belong (professional, technical, community service): Southwest Riverside County Association of Realtors (Past President) California Association of Reahors (Past Director), National Association of Realtors Fire Safe Council (Chair Person) State why you wish to serve on this commission, and why you believe you are qualified for the position. Please be specific.(You may attach a separate sheet of paper if necessary.) I believe that Community Services are a basic element to be provided in the city structure. Parks, recreation facilities and programs, senior facilities, library services, fine arts, and historic preservation are all factors to be included in the city plan. Temecula is a growing community and Community Services mus easing roles. 1 b ucational background, my professional invo he community, and my past service on the Commission qualify me to cont'~ue a~a member of the,~a)/mmunity Services Commissi that a~ny or/all mtormat~on on th~s form may De verified. I consent to the release of this informatl~6h f~,pu)h?lnformatlon purposes. Please/return to. City Cl/e¢k'i Office, 4~00 Business Park Drive (909) 694-6444 (OR) ..' Mai?o: P.O..B_o_x~033, Temecula, .FA, ?.2589~9033 PLEASE BE AWARE OF THE ADVERTISED DEAD LINE City of Temecula 43200 Business Park Drive Temecula, CA 92590 www.cityoftemecula.org (909) 694-6444 RECEIVED !SEP 18 Commission Appoin. tmer t Ko Application For Proper consideration; you must ctirrently be'a ~sident~of'th'e .( City of Temecula and a Rel~iste'red iV~ii~r in the'Cit3~ of TemeCUla Please Check One: __ Planning / Community Services __ Public Traffic Safety Number of years as a City of Temecula Resident /'~-/" Are you a City Registered Voter? Y~ Education. al Background/Degrees:.., //_ __ List any City or County Board, Committee or Commission on which you have served and the year(s) of service: , , ~ ! List any organizations to which you belong (professional, technical, community service): State why you wish to serve on this commission, and why you be ieve you are quadfied for the poskion. Please be specific.(You ~ay attach a separate sheet of paper if necessa~.) I understand that any or all information on this form may be verified. I consent to the release of thais informatio~ for public information purposes. Signature/~~-///~ Date: Ple~ to: ~;y ~CCrk's Office, 43200 Business Park Drive (909) 694-6444 (OR) ~' IMail to: P.O. Box 9033, Temecula, CA 92589-9033 PLEASE BE AWARE OF THE ADVERTISED DEADLINE Commission Appointment Application - City Of Temecula State why you wish to serve on this commission and why you believe you are qualified for the position. I am a long time resident ofTemecula. I was here before it became a city. I believe the reason it is still such a wonderful place to live, is because dedicated people became involved in the decision making process that made it the success it is today. I would like to be a part of that process. I have thoroughly enjoyed filling in as a member of the Community Services Commission these past eight months. I was given the privilege of attending the Conference of Cities in Monterey recently. Valuable information was exchanged between members of Community Services Commissions within California. I would appreciate the opportunity to help implement some of these suggestions by serving as a full term commissioner. ITEM 19 APPROVAL CITY ATTORNEY ~ DIRECTOR OF FINANCE CITY MANAGER ~ TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Ma n a g e r/Cit~y~Cj.~u n cji Debbie Ubnoske,';~Director of Planning November 27, 2001 Appointment of a Council member to sit on the Rancho Community Church Sub- Committee PREPARED BY: Debbie Ubnoske, Director of Planning RECOMMENDATION: Appoint one Council member to sit on the Rancho Community Church Sub-Committee. BACKGROUND: Staff has been reviewing plans for the new location for Rancho Community Church for approximately one year. At this point, staff has several concerns relative to the site plan and architecture for the project. Staff is requesting one representative from the City Council and one representative from the Planning Commission form a sub-committee to assist staff with recommendations to the applicant for this project. The Planning Commission will make their appointment at their meeting on November 28th. FISCALIMPACT: NH ATTACHMENTS: N~A R:\DEBBIE\rancho community church sub-committee.cc staff rpt.doc 1 DEPARTMENTAL REPORTS APPROVAL CITY MANAGER CITY OF TEMECULA AGENDA REPORT TO: FROM: DATE: SUBJECT: City Council/City Manager Anthony J. Elmo, Director of Building and Safety?~ November 27, 2001 Departmental Report October 2001 PREPARED BY: Carol Brockmeier, Administrative Secretary TOTAL NUMBER OF PERMITSISSUED ................................................................... 243 NSFR .................................................................................................................. 44 NCOM ................................................................................................................... 6 TOTAL VALUATION ..................................................................................... $11,727,775 TOTAL NUMBER OF INSPECTIONS PERFORMED .............................................................................. 3037 APPROVAL CitY ATTORNEY //~//v-' ~/j DIRECTOR OF FINAN~,Ef~ CItY MANAGER ~ -- TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council Gary Thornhill, Deputy City Manager~' November 27, 2001 Monthly Report The following are the recent highlights for the Planning Division of the Community Development Department in the month of October 2001. CURRENT PLANNING ACTIVITIES New Cases The Division received 4__9 new applications for administrative, other minor cases, and home occupations and 7 applications for public hearings during the month of October. The new public hearing cases are as follows: Development Plan 4 Minor Conditional Use Permit 1 Extension of Time 1 Parcel Map 2 Substantial Conformance 1 Zone Change 2 General Plan Amendment 1 Status of Maior Proiects Staff is working with project applicants to address any remaining issues and prepare the following cases for public hearing before the Director of Planning or Planning Commission: Roripaugh Ranch Annexation, Specific Plan, Environmental Impact Report and Development Agreement: The Planning Commission reviewed the project on August 15, 2001, provided direction to the applicant and continued it to October 17, 2001 and has since been continued off- calendar. Staff has been meeting with the applicant since then to address the Commission's concerns and assisting the applicant in developing the project concept. Meadowview Golf Course -On June 7, 2000, the Planning Commission continued the case off calendar at the request of the applicant. The applicant has submitted a draft focused EIR and staff has provided comments to the consultant. Consultant was provided Staff's EIR on September 6, 2001. Applicant has indicated that the revised EIR will be submitted in early December. R:\MO N TH LY.RPT~2.00 I\N ovember 2001 .doc 1 Pacific Dental Services- the applicant has submitted a proposal for a 10,927 sq. ft. retail/dental office building located between the Combs Medical Building and the AM/PM on Highway 79 South. The project is scheduled for DRC on Thursday Nov. 15, 2001. Rancho Community Church - Application to design, construct and operate a church and school campus on a 39-acre site. The overall proposal will include 279,957 square feet of religious and school facilities and a 477,449 four story parking structure. The site will be developed in a number of phases beginning with a 1,500 seat interim sanctuary with assembly room and a nursery; a four story, 42,716 square foot administration building, 15 modular classroom buildings, a 9,695 square foot preschool, a 300 seat, 5,856 square foot chapel, two field house buildings totaling 10,000 square feet, and lighted athletic fields. Future phases include permanent first through twelfth grade classroom facilities, a gymnasium, a 3,500 seat, 43,727 square foot worship center, and a parking structure. This project is located on the north side of State Highway 79 South east of Jedidiah Smith Road. DRC meeting was held on December 14, 2000. The applicant resubmitted new drawings September 28, 2001, and a Planned Development Overlay (PDO) on October 23, 2001. Mosco Lot 20 - Development Plan application to design and construct a 16,400 square foot warehouse/office spec building on 1.52 acres. The project is located on Winchester Road between Zevo and Colt Ct. The proposed project was submitted on June 22, 2001, and was deemed incomplete. DRC was held on November 1, 2001, comments routed to applicant. Mosco Lot 29 - Development Plan application to design and construct a 11,600 square foot warehouse/office spec building on .92 acres. The project is located in the vicinity of Winchester and Diaz Road. The proposed project was submitted on June 22, 2001 with additional materials submitted on August 17, 2001. The project was reviewed at DRC on September 27, 2001. The applicant has not resubmitted plans as of November 13, 2001. Tentative Parcel Map No. 30166 (Southwest Traders) - A Planning Application to subdivide 10.86 acres into three parcels located between Rancho California Road and Winchester Road on Diaz Road. Awaiting revised plans to conform to the Subdivision Ordinance. Applicant has resubmitted, awaiting comments from other departments. Item was approved at Director's Hearing on October 25, 2001. Paloma del Sol Specific Plan Amendment, General Plan Amendment and Tentative Tract Map Amendment - To relocate commercial in the northeast portion of the project to the southwest (adjacent to the other commercial). The project will be scheduled for the November 28th Eli Lilly Tentative Parcel Map 30107 -A commercial subdivision of 40.09 acres into five lots on the southeast corner of Overland Drive and Margarita Road currently under review. Application is scheduled for November 8, 2001 Director Hearing. Staff is recommending approval. Villages of Temecula - (Development Plan) the applicant is proposing a 160 unit multi-family apartment complex with a commercial retail/office center located on the south side of Rancho California Rd., west of cosmic Drive and east of the Moraga Rd. and Rancho California Rd. intersect. This project also includes a General Plan Amendment, change of zone (with a PDO) and a parcel map. Staff has nearly completed the review of the initial study. R:\MONTH LY.RPT~2001\November 2001 .doc 2 Wolf Creek General Plan Amendment and Specific Plan Amendment - The General Plan Amendment involves relocating the sports park from Deer Hollow Road to Wolf Valley Road. The property owner has submitted a conceptual plan to atlow for a senior housing alternative on the south half of the project. This could entail the creation of a gated senior community and may involve the relocation of the community park to the middle portion of the project. The project is tentatively scheduled for Planning Commission in December. Albertson's Express Mini Mart - Conditional Use Permit Planning Application to construct a 1,989 square foot mini-mad building, a 76 foot x 40 foot canopy structure over three rows of gas pump islands, and a 1,165 square foot building for a drive-thru automated car wash. The site is located at the northeast corner of State Highway 79 South and Margarita Road at Albertson's Shopping Center. DRC was held on September 20, 2001; Staff requested design changes and upgrades. Waiting for revised plans to be submitted. Romano's Macaroni Grill - Planning Application to construct a 6,900 square foot freestanding restaurant building within Bet Villaggio Commercial Center. The project site is located at the southwest corner of Margarita Road and North General Kearney Road. Reviewing application. Woodcrest Children's Center - Proposal submitted on August 21, 2001 for a 9,993 square foot Day Care Center to be located in Planning Area 34 of the Paloma Del Sol Specific Plan at the corner of Pauba and Margarita. The project is tentatively scheduled for the November 1,2001 Director Hearing. This project was approved at the November 1, 2000 Director's Hearing. Wolf Creek Tentative Tract Map No. 29798 - This application is a proposal to subdivide Planning Areas 1, 2, 5, 6 and 9 into 631 dwelling units. This project is still under review and anticipates Planning Commission review in November. This project was approved at the November 7, 2000 Planning Commission. Temecula Creek Village - Pre-application for a 32.6 acre mixed use development site containing 108,100 square feet of retail/office uses, four hundred multi-family residential units, and a 15,000 square foot day care center building. The project site is located at the southeast corner of State Highway 79 and Jedediah Smith Road. DRC was held on November 1, 2001. DRC letter being prepared requesting design changes. Mosco Lot 34 - Development plan application to design and construct a 24,850 square foot office/warehouse building on 1.68 acres. The project is located on the south side of Zevo Drive approximately 2,000 feet west of Diaz Road. A DRC meeting was held on September 27, 2001. The applicant is now redesigning the architectural elements of the building. Temecula Partners Industrial Spec Buildings - Development plan application for the design and construction of adjacent 22,000 square foot tilt up concrete industrial building or two separate parcels located on the north side of Winchester Road, west of Diaz Road. Project is scheduled for an October 11, 2001 DRC meeting. U Stor It - A conditional Use Permit for the design, construction and operation of a 55,950- sq.foot-storage facility located on Pala Road. The proposed project was submitted on October 22, 2001 .and comments are due on November 20, 2001. R:\MONTHLY.RPT~2.001\November 2001 .doc 3 Crystal Ridge Office Building -A Development Plan for the design, construction and operation of a 9,990 sq. foot office building located at 43471 Ridge Park Drive. The proposed project was submitted on October 16, 2001, and was deemed incomplete. Waiting for re-submittal by applicant. Village of Old Town Specific Plan - On November 13, 2001, the applicant submitted the Specific Plan, EIR, and the "A" Map. Staff will review and provide comments to the applicant in the next several weeks. Vail Ranch Center Retail Shops - Administrative Development Plan application to design and construct five new retail shop buildings ranging from 2,500 sq. ft. to 5,200 sq. ft. on separate building pads within the Vail Ranch Commercial Center located on Highway 79 South and Redhawk Pkwy. Staff is currently reviewing application for completeness and design compatibility. Gospel Recordings Building - Development Plan Application to design and construct a 17,500 sq. ft. executive office building on a 41,817 sq. ft. lot. The project is located on Enterprise Circle North. Staff is reviewing plans for completeness. Small Business Assistance Old Town Temecula Salon and Day Spa: Staff made a site visit to this proposed business on Third Street in Old Town Temecula in order to help the new owner with tenant improvement plans. City provided helped prepare materials for presentation to the Old Town Local Review Board. A January opening is anticipated. The Edge Nightclub: A joint meeting between staff and the owners of this business was held to discuss what structural plans and inspections are needed to allow the opening of this business in December. The Police Department also advised the group of past problems at this location and what would be expected in the way of a security plan. Country Home/Country Garden: Staff from the Planning, Fire and Building Departments held a follow-up meeting with the owner of this proposed Main Street business in Old Town in preparation for a presentation before the Old Town Local Review Board. Aided owner in the development of exhibits and color boards. Gallery Glass: Staff helped this new Old Town business with design concepts and an application for Fa(;ade Improvement Program funding for a new sign. Temecula Psychic Reader: Worked with owner of this Old Town business in order to help her make new color selections for her signs. The proposal was taken to the Old Town Local Review Board and approved. Special Event Permits 25th Annual Great Temecula Tractor Race: Staff advised the Temecula Town Association (TTA) regarding its planning application and prepared site plans for this event which was held on th th October 5 and 6 at the Northwest Sports Complex. Organizational meetings were held on a regular basis with the TTA and all City departments involved. R:\MONTH LY.RPT~2001\November 2001 .doc 4 Race For The Cure: Staff has assisted this organization in preparing applications for this for street closures and temporary use permit. A final organizational meeting was scheduled with the organizers and all City departments involved in order to monitor progress for this event which was held on October 21, 2001 at the Promenade Mall. · Mexican Independence Day Celebration: City Staff helped organizers secure property owner's permission and obtain insurance coverage for this Old Town event held on October 13~h. · Boy's and Girl's Club Haunted House: Staff processed this permit on an emergency basis (three days) due to a late submittal of the application. Halloween Carnival: The processing of this event was completed in one week for this neighborhood event which took place in Paloma del Sol as a fundraiser for the American Red Cross. · Fall Rod Run: Staff met with the Temecula Town Association in preparation for this February 2002 event. Special Proiects & Lonq Ran(~e Planninq Activities The Division also commits work efforts toward larger scale and longer time frame projects for both private and public purposes. These activities can range from a relatively simple ordinance or environmental review to a new specific plan or a general plan amendment. Some of the major special projects and long range planning activities are as follows: Housing Element Update: The City has received the comments of the State Department of Housing and Community Development and is preparing the draft Element for the Planning Commission's consideration. The remaining issues with HCD are local land costs, unit affordability and their relationship to the allowable densities. Subsequent Environmental Impact Report for the City Redevelopment Plan: This activity is on hold pending the update of a General Plan Circulation Analysis. Comprehensive General Plan Update: The Council has appointed the Community Committee and staff has distributed copies of the plan to the committee members. The consultant is preparing the background report for the Committee's consideration. Traditional Neighborhood Development Ordinance: Final changes are being made prior to scheduling this item for a Planning Commission workshop. This item is on hold pending additional staff resources. Surface Mining Ordinance: The staff and City Attorney had been making final changes based upon feedback from the State prior to submitting this item to the Council for their consideration. This item is on hold pending additional staff resources. Application Fee Study: Staff has provided information to the consultant and Finance Department about changes to our current fee schedule and is currently awaiting revised information. · Hillside Development Policy: The policies are being examined for integration into the draft- grading ordinance. This item is on hold pending additional staff resources. R:~MONTHLY.RPT~2001\November 2001 .doc 5 Multi-species Habitat Conservation Planning Efforts for Western Riverside County: Councilman Naggar and Planning Staff are attending committee meetings and monitoring the process of determining conservation reserve needs. Large Family Day Care Home Facility Ordinance: The Planning Commission considered this Ordinance amendment at their February 2, 2000 meeting. This item is on hold pending staff resources. County Project Reviews: Staff continues to allocate significant resources to review projects within the County and other local jurisdictions that could affect the City of Temecula. Information regarding these projects will be forwarded under separate cover labeled Projects of Concern. · Southside Specific Plan: This item is on hold pending additional staff resources. Crystal Ridge Rezoning: This item concerned a zone change from Light Industrial to Business Park and was approved by the Planning Commission on October 17, 2001 and has been scheduled for the Council's consideration. · City - Project environmental reviews and permitting: Butterfield Stage Road (NEPA) - Draft PES and Draft Programmatic Categorical Exclusion have been prepared. Temecula Library Advance Acquisition Authorization for McCabe Court properties (NEPA) - Accepted by CalTrans and Riverside County for "advance protection". Public Works is hiring an appraiser to determine the value of the site. Long Valley Channel Maintenance City Hall Emergency Generator (AQMD permitting requirements) General Plan Amendments · Rancho Highlands Drive was continued by the City Council on September 25, 2001. A request to reduce the size of Via Industria (Western Bypass Corridor) north of Avenida AIvarado has been submitted and has been on hold pending the approval of a revised Circulation Element. Eli Lilly General Plan Amendment and zone change - staff has been meeting with representatives from Eli Lilly and Guidant on a future GPA in this area. The current proposal would only involve changing the land use designations on about half of the original project area. Staff is currently considering different land use options for the properties facing Ovedand Road. Geo~lral~hic Information System (GIS) Activities · Staff made updates and revisions to its MapObjects web-based GIS program to improve its usability. · Staff has been conducting field verifications of street addressing throughout the City in order to geocode the City's street centerline data. R:\MONTHLY.RPT~.001\November 2001 .doc 6 The contract for the City's GIS Based Fire Response Program with Plant Equipment has been executed. Staff is currently conducting hardware specifications to equip all the front line emergency vehicles in the City. Recent mapping products include: Aerial maps of the Vail Ranch area. Firework site maps for the Fire Department Potential temporary fire station site maps Children's Museum map A site map for TTM 23128 Map of proposed Pala Rd. sound walls with ownership Updated the RV Ordinance map Mailing labels for Temeku Hillsarea Johnson Ranch vicinity map Vicinity, land use, zoning maps for selected project areas for Planning staff Vicinity maps for the Public Works Department Regional map of southern California area with directions to point of interest in Temecula Updates to the Zoning and General Plan Land Use Maps for the Planning Department Tract/parcel map area maps of Vail Ranch area for Public Works Township and Range maps for Planning Old Town walking tour map Electric Light Parade Route map for TCSD Staff continues with ongoing data layer development and maintenance. R:\MONTHLY.RPT~2001\November 2001.doc ? CITY OF TEMECULA AGENDA REPORT APPROV~jj/~..._. CITY ATrORNEY DIRECTOR OF FINANCE CITY MANAGER TO: City Manager/City Council FROM: DATE: Jim O'Grady, Assistant City Manage~,,~ November 27, 2001 SUBJECT: Economic Development Monthly Departmental Report Prepared by: Gloria Wolnick, Marketing Coordinator The following are the recent highlights for the Economic Development Department for the month of October 2001, ECONOMIC DEVELOPMENT Leads & Inauiries In the month of October, the City received 5 inquiries and 3 leads. The leads included a sports/bar restaurant and a 20,000 sq. ft. retailer (office supplies) prefers to locate on lower Highway 79 South. A new day spa will be in Old Town (formerly Pirates of the Caribbean restaurant) and Tropitone Furniture has obtained tenant improvement permits for its new business on Sarah Way. In the month of October, the Southwest Riverside County Alliance responded to 6 leads from the Inland Empire Economic Partnership (IEEP) on behalf of the City of Temecula. The Alliance received 70 inquiries of which 35 came from the Wescon Trade Show, 22 from the Forbes ad, and 7 personal inquiries from the television/radio commercials and brochure cards. Attached is a copy of their activity report. Retention Site Visits As part of the EDC's Business Relations Committee, staff met with Ed Lui of Bostik in October. During this visit Mr. Lui was informed of vadous resources available to his company through local, state and federal agencies. Staff attended the EDC's Business Relations Committee Meeting on October 4t". Company contact reports were given on Osomo Corporation, Accell Connectors, and Showcase Interiors. Follow-up reports included AIMS and Urban Logic Consultants. Mark O'Conner reported on several "success stories" of recent business relocations. The Economic Alliance will include this information in an article they are working on discussing the economic development efforts in Southwest Riverside County. CITYMGR\WOLNICKG~qOV'01DEPT.KEPT.DOC ] Media/Outreach Materials Staff wrote an article for the Chamber of Commerce monthly newsletter titled, "American Flag Auction-Fundraiser to Benefit Victims of September 11th", The City of Temecula is coordinating a special effort to assist New Yorkers in the wake of the September 11th tragedy. Congressman Darrell Issa donated to the City an American Flag that was flown over the U.S. Capitol on September 19th. All bid proceeds will be dedicated to the "September 11t~ Fund" established by the United Way and the New York Community Trust. Staff provided information to Neighbor's magazine for their November issue. This local magazine is distributed to residents on a monthly basis. The City section highlights new projects, city events, city website information, traffic update and Mayor's column. On October 30th, staff met with Rhodes Design to finalize all the changes on the business brochure. The brochure is scheduled to go to pdnt the week of November 26th. Meetinfls Staff attended the Inland Empire Economic Partnership Foundation's 3r~ Annual Policy Conference at the Mission Inn on October 2"a. The conference focused on the future of the Inland Empire. Workshops included the following areas: transportation, energy and air quality, water, housing, technology, and educationANorkforce. A panel of experts suggested short-term and long-term policy goals for the region. On October 5th, staff attended the Murrieta Temecula Group Meeting. During the month of October, staff met with local representatives of three companies interested in locating in or expanding in Temecula. Staff attended the Diamond Venture Forum on October 17th at the Mission Inn. Entrepreneurs and company representatives from a bread range of start-up and growth companies presented their business plans in front of a group of investors representing venture capital firms, angel investors, and other venture investors. Staff followed up with Harold Goldman, President of Golden Systems in Temecula, and provided him with information and resources that will be helpful as he plans to expand his business. Staff also provided information about Temecula to several other entrepreneurs. Staff met with Cutting Edge Marketing on October 25th to review the Southwest Riverside County Economic Alliance CD Rom. The CD Rom will be ready for distribution by the end of the year. Staff attended the EDC's Board of Director's Meeting on October 25th, Staff attended the UCR Connect Links Program Meeting on October 26~. Donald Dougherty, President & CEO of BotanaMedica, Inc. spoke. The company is a startup and is hoping to relocate to the Temecula area. Staff met with Mr. Dougherty afterwards and provided him with relocation information. Staff attended the Inland Empire Economic Partnership Community Partners Meeting on October 25th. Anna Olvera, Los Angeles Trade & Commerce Agency Director, gave a presentation discussing their operations and staff contacts for the various regions. They have structured their organization by using the geographical cluster approach (breakdown of 5 sub- regions) which will provide better client services. They are moving forward with this approach since they have heard they were not servicing the smaller communities. The vacant staff CITYMGR\WOLNICKGkNOV'01DEPT.RE PT.DOC 2 position for the Southwest Riverside County region will be split between Anna Olvera, Director and Joseph Ahn, Deputy Director. Ms. Olvera reported on the regional industries that have been impacted by Sept. 11th tragedy. There has been a strong decline in toudsm, international trade, hospitality and retail. On the upside, there has been an increase in security, entertainment, high tech, aerospace, and filming. Ms. Olvera reported on the Joint Strike Fighter contract. The agency has pursued this contract for three years and spent $200,000 on a study to show the economic impact that this job would bring to California. 80% of aerospace is based in the LA region. This contract can also bdng sub-contracting jobs to California. TOURISM Site Visit Staff and the Temecula Valley Winegrowers Association coordinated a site visit with the Inland Empire International Business Association. A delegation of tourism professionals from the former Soviet Union visited Temecula on October 2nd. Their tour included Old Town, Temecula Museum, and wine tasting and lunch at Callaway Vineyard & Winery. The travel & tourism presentation panel included: Theresa Kolbas, Temecula Noon Rotary;John Meyer, City of Temecula; Tomi Arbogast, Chamber of Commerce; Linda Kissam, Temecula Valley Winegrowers Association; Doug Leiber, Temecula Creek Inn; Nicki Heider, Amtrak and Leslie McLellan, Big Bear. The U.S. Department of Commerce established a new Tourism Service Program to train toudsm professionals from the former Soviet Union. The goal of the site visit to the U.S. are two-fold: to provide the program participants a hands-on overview of the U.S. travel & toudsm industry in order to upgrade the industry in their respective countries and to foster future business alliances between the participants and their hosts. Trade Show Staff, representatives of the Chamber Tourism Committee and the Film Council participated at the Group Tour Live Trade Show at the Ontario Convention Center on October 28 - 29. The show proved to be very successful. Temecula had 9 appointments in the morning. The afternoon was open to other operators & agents to come by and meet with Temecula representatives. Qualified tour operators, travel agents and group leaders are brought together for a two-day planning and informational event. Over 370 attended. Staff will follow-up with the leads and distribute to other tourism entities in Temecula to use in their own marketing efforts. Award Temecula received its second 1st Place Award for its Tourism Rack Brochure. This award was given Ist Place Regional Winner in the 2001 International Best Brochure Competition put on by the Association of Professional Brochure Distributors. It was selected from over 7,500 brochures internationally. Certified Folder Display, our rack service provider, submitted our brochure in this competition. CITYMGR\WOLNICKG~NOV'01 DEPT.REPT.D(3C 3 Medial Outreach Materials Staff has been working with Cricket Wertz of Eternitv. The company supplies various websites with streaming and content and they specialize in the travel industry. One of the sites they are working with (www.onetravel.com) promotes trips to 35 destinations in the U.S. Sites include New York, Phoenix, Scottsdale, San Diego, and San Francisco. Eternitv is also promoting trips to Temecula. Staff supplied Etemih/with video footage of Temecula and our area will be featured beginning November 23rd. We may be working together on other projects to promote Temecula as a tourist destination. Staff sent press materials and made arrangements for dinner at Caf6 Champagne for Los Angeles Freelance Travel Writer Karen Dardick. She visited Temecula on October 2nd & 3rd. The Winegrowers Association set up visits at Wilson Creek, Bally, Callaway and Thornton as she was preparing a story about winery gardens for Garden Compass Magazine, which is the only gardening magazine providing information specifically for the West Coast. That article will come out in the Jan or Feb issue. Karen plans to do another garden and destination piece on Wine Country, this time featuring a private garden or two, and place the story with Wine Country Living (formerly Appellation Magazine) in their March issue. Staff sent the November/December Calendar of Events to David Newland of the LA Times. David contacted the City in October for more information on Temecula's Santa's Electric Light Parade, which they are going to publish. Temecula will be featured in the Orange County Newsletter, which is published by Where Magazine. concierges at high-end hotels throughout Orange County. Concierges November/Deoember The newsletter will be sent to 500 City will have a full-page ad - inside front cover in the Southern California's Official 2002 Inland Empire Regional Visitor Guide and Meeting Planner. The publication will be distributed to guests at Inland Empire hotels, to Convention & Visitors Bureaus, and Chambers throughout the Inland Empire. Additional distribution includes domestic and international meeting planning and travel industry trade shows, all California Visitor Centers, Ontado International Airport, through the Los Angeles Convention & Visitors Bureau and in response to inquiries from the Inland Empire Economic Partnership's web site and their ads in the California State Visitor's Guide and Sunset magazine. In October, the City of Temecula joined the Ontario Convention & Visitors Bureau. As a member Temecula was able to get a listing in their 2002 Meeting Planners Guide. The guide is published annually and distributed to 7,000 meeting and convention planners throughout the world. Other benefits include: receiving media & travel leads, City will be featured on their website, our toudsm literature will be distributed, will be included on site visits, and trade show co-op opportunities, etc. We provided the Meridian/Corporate Marketing Group with a press kit and photos a few months ago, Their Fall publication called The Newsmagazine - At the Plaza came out. The publication is published for guests of Penske MotorCars Mercedes-Benz, Penske Jaguar & Penske Aston Matron. The article featured the Temecula Valley Balloon & Wine Festival and also included photos of Old Town and Temecula Valley Wine Country. They may include Temecula in other literature that they develop. Staff provided a press kit and slides to Pricilla Roden of the Sun Newspaper. She will use the information for a future tourism article on Temecula. CITYMGR\WOLNICKG~OW01DEPT.REPT.DOC 4 Meefinfls On October 9th, the City's Tourism Marketing Committee met to review the City's tourism marketing work program and budget. Goals, objectives and target audiences were reviewed. Staff provided reseamh data conducted by the San Diego, Orange County and Ontario Convention & Visitors Bureaus on key market travel trends and visitor profiles. Temecula will continue its marketing efforts to reach its feeder-drive markets: San Diego, Anaheim/Orange County, Los Angeles, Palm Springs and the Inland Empire. Attached is a copy of the work program and budget, as well as advertising and trade show opportunities. Staff attended the Board of Directors Meeting for the Inland Empire Tourism Council on October 10th. Discussion items included the IETC work plan, upcoming trade shows, visitor & meeting planners guide and funding status of the organization. Staff attended the Inland Empire Tourism Council's Membership Luncheon, which was held on October 10th at the San Bemardino Hilton. Bruce Baltin, Senior VP of PKF Consulting, discussed current trends and near-term outlook for the regional hotel industry. He spoke of the tourism climate & economy prior September 11~ and after. Highlights include: Before Sept. t'lth The hotel market was declining both nationally & regionally. 2000 was the best year since travel was strong due to strong consumer confidence. Luxury resorts were doing well because companies were spending huge amounts for incentive trips but now they are experiencing a slow down. Business travel was very strong but then started to decline in Nov. - Dec. 2000, yet the consumer market remained strong. The strongest sub-market in growth was Ontario, California. After Seot. 11th The hardest hit region was Anaheim. They experienced a 40% decrease in activity due to the conventions & international market slowdown. Some of this business is being re-booked for the first quarter of next year. Asia/Japan was cut off- leisure travel will eventually come back later next year. The European market is rebooking at a healthy rate. This market is more resilient. There is a shift in travel to local destinations. Places like Santa Barbara, Ventura, and North San Diego County are doing well. On October 16th, staff held a post event meeting with the City Departments and event organizers of the Fall Rod Run to recap the event discussing the positive aspects as well as potential future safety concerns. The Rod Run was held on September 28 - 29 in Old Town. ATTACHMENTS Temecula Valley Chamber of Commerce Activities Report Economic Development Corporation of Southwest Riverside Activities Report Southwest Riverside County Economic Alliance Activities Report Inland Empire Economic Partnership Activities Report Temecula Valley Film Council Activities Report ,. City of Temecula Tourism Marketing Work Plan County CITYMGR\WOLNIC KG~qOV'01DEPT.REET.DOC 5 27450 Ynez Road, Suite 124 Temecula, CA 92591 Phone (909) 676-5090 · Fax (909) 694-0201 November 7,200l Shawn Nelson, City Manager City of Temecula 43200 Business Park Drive Temecula, CA 92590 Dear Sha,,v~, A~acbed please find the Monthly Activity Report provided as per our contract with the City of Temecula. This is the month of October at a glance: Business inquiry Highlights: In the monti~ of October, 11 businesses requested information on starving or relocating their business in Temecula. They received a business packet, which includes a copy of the City of Temecula demographic, relocation, housing, rentals, maps, organizations, etc. Committee Highlights: Tourism & Visitors Council: Committee members distributed over 600 brochures at Temecula's Tourism Booth at TVCC's "Business Showcase". Area tourism information was distributed to local businesses and residents. The City of Temecula and the Chamber's trade show task force leaders promoted Temecula to tour operators, group leaders and travel agents at the "Group Tour Live" trade show in Ontario, California on October 28 & 29. Education Committee: The committee has been given board approval to proceed xvith a teacher appreciation program. This ongoing program will recognize and award teachers with certificates throughout the district and community. The committee will discuss goals for next year, as well as form the task force tbr the Temecula Youth Job Fair. The job fair held this year was a huge success. Ways & Means Committee: The 10t~' Annual Business Showcase was held October 17, 200 l at Pechanga Entertainment Center. Over 500 people attended this year's event. The committee is currently accepting nominations for Citizen and Business of the year. The awards will be presented at the 36'" Annual Installation Dinner scheduled for February 23, 2001 at Pechanga Entertainment Center. Plans are under way for the 11th Annual Chamrock Golf Classic, which will take place May 3rd, 2002. The "Talk of the Town" committee has met and will focus their next meeting on reserving a guest speaker for this year's event. Local Business Promotions Committee: The Local Business Promotions Comamittee is kicking off the November Shop Temecula First Campaign. Having 101 confirmed participants. The Committee is also preparing for the 9th Annual Temecula's Electric Light Parade. The Businesses of the Month for November selected by the Membership Committee are Temecula Valley Communications and Temecula Valley Payroll. Other campaign winners are Saturn of Temecula was awarded the Chamber Spotlight, and ABC Child Care Center was the Mystery Shopper winner for the month of November. Government Action Committee: The Chamber's City Council Candidates Forum was held on October 10, 2001 in the council chambers. Ali candidates were present for this informative forum which xvas moderated by Veme Lauritzen, the field representative for Senator Haynes. As the November 6, 2001 election day draws near, the Voter Education Campaign proceeds to educate the community on the impact businesses have on the community. The campaign encourages everyone to get out and Vote Smart! Membership Committee: The Membership and Marketing committee will be hosting the Appreciation Night Mixer on December 12, 2001 at Wilson Creek Winery fi.om 5:30 - 8:30 p.m. A night of food, fun and friends! Once again the Ambassador Networking Breakfast proved to be very successful with over 75 business members in attendance. · Tourism Highlights (Bulk brochure distribution) Activity Report: · 250 Temecula Brochures, 250 Visitor Guides, 250 Winery Brochures, 250 Pechanga Brochures and 250 Museum Brochures for distribution to group leaders, tour operators and travel agents at the Group Tour Live Trade Show. · 200 Temecula Brochures, 200 Visitor Guides and 200 Winery Brochures for distribution to area businesses and residents at TVCC's Business Showcase Tour/sm Booth. · 150 Temecula Brochures to TVCC's Weekend Visitor Center for distribution to tourists. · 66 Winery Brochures, 60 Temecula Brochures and 18 Visitor Guides to Temeku Hills for distribution to prospective new residents. · 50 City Maps to the Promenade in Temecula for distr/bution to visiting managers. · 25 Visitor Guides and 25 Winery Brochures to Episcopal Diocese for distribution at a clergy conference in Temecula. · 15 Tourism Maps, 15 Temecula Brochures, 15 Visitor Guides, 15 Winery Brochure and 15 Relocation Packets to Century 21 Wright for distribution to prospective residents and clients. · 10 City Maps, 10 Tcmecula Brochures and 10 Relocation Packets to the U.S. Border Patrol for distribution to new agents relocating to Temecula. Activity Report: · Total Tourism calls were 1,888 in October. · Total Phone calls were 3,570 in October. · Total Walk-ins were 3,263 in October. · Total Mailings were 223 in October. · E-mail requests were up 36.88 percent in October. Also attached are the meeting minutes for the Tourism and Visitors Council, Education, Ways & Means, Membership and Marketing, Local Business Promotions, Government Action Committee's and a November issue of Temecula Today! If you have any questions regarding this information, please call me at (909) 676-5090. Thank you. President/CEO Mayor Jeff Comerchero Mayor Pro Tern Ron Robcnts Councilman JeffStone Councilman Sam Pratt Councilman Mike Naggar Shaw'n Nelson, City Manager Jim O'Grady, Assistant City Manager Gary Thomhill, Deputy City Manager Gloria Wolnick, Marketing Coordina~)r TVCC Board of Directors TEMECULA VALLEY CHAMBER OF COMMERCE MONTHLY ACTIVITY REPORT FOR OCTOBER, 2001 PHONE CALLS TOURISM TOURISM REFERRALS Calendar o1 Events Special Events General information TOTAL TOURISM CALLS Chamber Vis. Center This Month This Month 354 215 200 1,119 1,888 RELOCATION DEMOGRAPHICS CHAMBER MISCELLANEOUS TOTAL PHONE CALLS * CHAMBER REFERRALS 161 69 1,191 261 3,570 N/A WALK-INS TOURISM CALENDAR OF EVENTS SPECIAL EVENTS GENERAL INFORMATION RELOCATION DEMOGRAPHICS CHAMBER MISCELLANEOUS TOTAL WALK-INS 259 173 74 1,094 185 95 850 275 3,005 113 0 0 144 1 0 0 0 258 MAILINGS TOURISM RELOCATION DEMOGRAPHICS TOTAL MAILINGS 69 81 73 223 E-MAIL TOURISM RELOCATION MISCELLANEOUS TOTAL E-MAIL WEB PAGE USER SESSIONS 21 26 172 219 N/A GRAND TOTALS PHONE CALLS WALK-INS MAILINGS E-MAIL THIS MONTH 3,570 3,263 223 219 Total Year-To-Date 3,482 1,987 2,669 11,504 19,642 2,010 758 11,999 2,077 36,486 N/A 4,183 1,756 1,025 12,136 2,365 928 8,856 2,080 33,329 1,133 1,005 817 2,955 457 346 1,275 2,078 N/A YEAR-TO-DATE 36,486 33,329 2,955 2,078 CHAMBER REFERRALS N/A ANNUAL VOLUME COMPARISONS Chamber Chamber October, 2000 October, 2001 Percentage Increase PHONE CALLS TOURISM Tourism Referrals 447 354 -21 Calendar of Events 200 215 8 Special Events 153 200 31 General information 1,397 1,119 -20 TOTAL TOURISM CALLS 2,197 1,888 - 14 RELOCATION 148 161 9 DEMOGRAPHICS 50 69 38 CHAMBER 1,446 1,191 -18 MISCELLANEOUS 212 261 23 TOTAL PHONE CALLS 4,053 3,570 -12 CHAMBER REFERRALS N/A N/A N/A WALK-INS TOURISM 302 259 -14 CALENDAR OF EVENTS 153 173 13 SPECIAL EVENTS 96 74 -23 GENERAL INFORMATION 1,043 1,094 5 RELOCATION 239 185 -23 DEMOGRAPHICS 93 95 2 CHAMBER 884 850 -4 MISCELLANEOUS 137 275 101 VISITOR CENTER WALK-INS 413 258 -38 TOTAL WALK-INS 3,360 3,263 -3 MAILINGS TOURISM 118 69 -41.53 RELOCATION 66 81 22.73 DEMOGRAPHICS 65 73 12.31 TOTAL MAILINGS 249 223 -10.44 E-MAIL TOURISM 52 21 -59.62 RELOCATION 41 26 -36.59 MISCELLANEOUS 67 172 156.72 TOTAL E-MAIL 160 219 36.88 * Chamber referrals reflects faxes, walk-ins and phone calls November 6, 2001 Jim O'Grady City of Temeeula PO Box 9033 Temecula, CA 92589-9033 RE: Activity Summary - October 2001 Business Development Staff received the following eight business development leads: · A phone inquiry from Myron Lester of Aaoe Security Services, who was looking to expand his security guard business into Southwest Riverside County from San Diego. Currently Mr. Lester has 50 employees. He requested information on available office space, housing, and workforee data. Staff forwarded the lead to Stevie Field, Southwest Riverside County Economic Alliance. · A phone inquiry from Christina Johnson, who requested information on "incubator' office space for her real estate appraisal service. Staff provided Ms. Johnson with several sources that could serve her business needs. A phone inquiry from Tammy Walsh of Wells Fargo Bank, who requested information on how to obtain a Temeeida city business license, and procedures to complete a corporate filing with the State of California. Diane Sessions delivered an information packet to Ms. Walsh. Information was provided to her customer who relocated their business to Temecula. A phone inquiry from Stanja Hemphill of Colliers International in Phoenix, AZ, who requested regional demographics, entertainment information, county unemployment statistics, and wage data for the following positions: real estate appraiser, accountants, auditors, and insurance underwriters. Staffmailed Ms. Stanja a packet of requested information. A phone inquiry from Julie Mayer of Laser Power Corporation in French Valley, who requested a list of manufacturers' in Southwest Riverside County, Hemet, and surrounding areas. The list would be used to conduct a salary/benefits survey of area manufacturers. Ms. Mayer advised she would share the survey data with the EDC when it is completed. An in-person visit with Teresa Fleege, director of Marketing for Southwest Healthcare Systems (Inland Valley Medical Center) in Wildomar. Ms. Fleege is working on new plans for the hospital and requested the following information: total dwellings and population trends, 1980-2000; population growth between 1998-2000, dwelling units and population 1998-2010; zip code map of SWRC, median income of SWRC, and age distribution of SWRC. Staff hand-delivered and information packet to Ms. Fleege. A phone inquiry from Lee Markovitz, who was seeking employment with a medical-related company. Staff provided Mr. Markovitz with a contact list of companies in Southwest Riverside County. Mr. Markovitz was referred by Para Migliozzi of the SWRC Manufacturers' Council. A phone inquiry from a local resident, who provided a relocation lead for a division of Gateway Computers in Lake Forest, CA. Staff forwarded the lead to Stevie Field. Business Relations Committee Meeting Minutes - October 4, 2001 Page 2 of 4 1) high cost of living in Temecula that did not allow his labor base to live locally; 2) area needed anchor companies in the aerospace and automobile industries to sustain the smaller machine shops; 3) NAFTA policies made business difficult when competing with foreign companies; 4) electrical rates were too high and would eventually close down the smaller businesses; 5) odor fi:om the water treatment plant caused concerns of possible health hazards; 6) information was requested on investment credits; 7) issues with incidents with the police department; and 8) heavy traffic on Diaz Road. Aaron Adams contacted Jim Domenoe to follow up with owner on police department issues, provided information on Temecula's First Time Home Buyers' Program, on future construction of Diaz Road, and on Riverside County EDA's ACCESS Manufacturing Training Center. Action Items: David Rosenthal to provide possible options to electrical usage and information on export development. Jim O'Grady suggestedproviding information on small industrial development bonds. Diane Sessions to provide information on Edison's electrical rebate program. Accel Connectors - Mark O'Connor reported a visit with Ed King, president of Accel Connectors in Temecula. The company is a corporation that manufactures electrical components. Six years in operation, the company has been in Temecula for one year. There are 4 employees in Temecula and 10 employees total at two sites. The owner expanded out fi:om Torrance, CA, and lives locally. Primary customers are located in Los Angeles, Orange and San Diego Counties. Primary competitors are similar electronic parts firms in Los Angeles, Orange and San Diego Counties. Principal suppliers are located in the same counties. The company is seW-ranked as small in its industry. Sales have remained the same in the past year, and the local economy was ranked stable. Employees live in Murrieta and Temecula. The owner plans to increase the labor base by 5 and plans to expand l~om 5,447 square feet to 16,000 square feet. The owner looks forward to completing his build-to-suit and combining both locations to Temecula. · Showcase Interiors, Inc. - Mark O'Connor reported a visit with Bill Webb, president of Showcase Interiors in Temectda. The company is a floor covering design center. Two years in operation, the company has been in Temecula for one year. All six employees reside in Murrieta and Temecula. The owner expanded the business fi:om San Juan Capistrano, CA, due to an excellent customer base of new residential homes. Primary competitors are homebuilders located in Orange and San Diego Counties. Principal suppliers are, carpet, tile and wood floor-covering vendors in Los Angeles and San Diego Counties. The company is self-ranked as small in its industry. Sales have increased in the past year, and the local economy was ranked stable. There are no plans to increase or decrease the number of employees. Expansion plans of the current site at 5,200 square feet are to be determined. The owner is happy doing business in the area. The owners have eliminated their commute to Orange County and have increased their customer base and opportunity for growth. · Temeka Advertising - Jim O'Grady reported he and Grant Yates met with Mike Wilson, owner of Temeka Advertising in Temecula. The company manufactures model home signage and flags for residential tract homes, and custom cabinetry for interior designers. In operation since 1991, there are 38 employees. Advantages of the business climate are the number of new residential homes in the region. Disadvantages are the lack of qualified machinists in wood, plastic and glass, and cabinetmakers. Business Relations Committee Meeting Minutes - October 4, 2001 Page 3 of 4 Primary retail customers are businesses such as bugle Boy, BBQ galore, Sketchers, Wet Seal, and Vans. Residential customers are located in the Bay area, Las Vegas, Phoenix, and Southern California. Primary competitor is the Building Industry Association. Sales have increased in the past year, and the local economy was ranked as getting better. Principal suppliers are vendors of wood, plastic, and fiberglass products. Suppliers are located in San Diego and Orange Counties, and some in the Inland Empire. The owner had several expansions and built a 17,000 square foot building on Zevo Drive. Major issue was electrical rates that increased from $1,700 per month to $4,500. The owner was provided information on Mt. San Jacimo College and the Employment Development Department. Action Item: Diane Sessions to provide owner with energy audit information. Gary Youmans suggested the EDC or Economic Alliance publish articles in various newsletters that provide testimonials on why businesses such as Showcase Interiors and Temeka Advertising moved to Southwest Riverside County. Goal Progress Reoort Michael Lewin announced that visits and phone interviews in the third month of the fiscal year were as follows: 27 visits ~ 3 points each + 33 phone interviews ~ 1 points each = 60 visits/calls 8114 points YTD VISIT PHONE POINTS Goal 27 33 114 Actual 6 0 18 Variance -21 -33 - 96 New Committee Assignments · Committee members assigned for October 2001 visits were Lori Moss - green binder #2, Jim O'Grady - blue binder #3, and David Rosenthal - green binder #3. · Strategic Visits - Micro Grow Greenhouse Systems, Inc,, Bostik, Inc., and Y3K Decal Grafix EDC News and Other Information · SWRC Manufacturem' Council - David Rosenthal repotted the Temecula Chamber's Voter Education Campaign would set up a voter registration booth at The Promenade in Temecuia; the luncheon was a success; the next luncheon would be held on November 30 at the Hungry Hunter and would feature Temecula police chief Jim Domenoe, Assemblyman Dennis Hollingsworth and another speaker with expertise in computer security. · SWRC Economic Alliance - Stevie Field reported that marketing with media advertising was ongoing; the regional demographic profile was nearly complete; the marketing CD-ROM and GIS project was moving forward; the Alliance was working to relocate a cabinet-making company out of San Juan Bautista, CA. Business Relations Committee Meeting Minutes - October 4, 2001 Page 4 of 4 City, County & Chamber Updates - City of Lake Elsinore - No report available. City of Murrieta - Rex Oliver reported the Jefferson Avenue Corridor was on schedule with two lanes opening in November. City of Temecula - Jim O'Grady reported that Downs Fueling would receive a grant to dispense compressed natural gas; the City won an award for a tourism brochure; petitions to halt development of the Harveston Project were submitted to the city clerk, which could bring the project to the March ballot. Riverside County EDA - No report available. Lake Elsinore Valley Chamber of Commerce - No report available. Murrieta Chamber of Commerce - Rex Oliver reported the resource guide was available; the Chamber Board signed the contract to revamp the website and the new address would be www.murrletachamber.org; the Mixer tonight would be held at RJ's Party Palace; the Chamber would host a candidates' forum on October 18 at Murrieta Council Chambers; the Orange County Water Authority would try to ban all motorized boating off the Diamond Valley Reservoir and Lake Skinner. The Committee suggested the boating issue be placed on the EDC agenda for the October 18 board meeting. Jim O'Grady reported the Temecula City Council had not taken a formal position on the boating issue due to concerns of County traffic improvements near the Diamond Valley Reservoir. EDC Board Update - Gary Youmans reported the EDC newsletter was available. He attended a Mayor's luncheon on behalf of the local travel/tourist industry. Mr. Youmans suggested the EDC stay apprised of the local hospitality businesses and support the regional Chambers with economic development efforts, particularly with possible travel industry incentives f~om the Bush Administration. Adjournment The meeting adjourned at 10:13 a.m. ECONOMIC DEVELOPMENT CORPORATION OF SOUTHWEST RIVERSIDE COUNTY BUSINESS RELATIONS COMMITTEE MEETING Thursday, October 4, 2001 - 9:00 a.m. Workforce Development Center, Executive Board Room 27447 Enterprise Circle West, Temecula, CA Committee Members Present: Aaron Adams, City of Temecula Stevie Field, SWRC Economic Alliance Keith Johnson, Mission Oaks National Bank Michael Lewin, Mirau Edwards Cannon Hatter & Lewin Mark O'Connor, Lee & Associates Jim O'Grady, City of Temecuia Rex Oliver, Murrieta Chamber of Commerce Tracy Picquelle, Tristaff Group David Rosenthal, SWRC Manufacturers' Council Robert Ryan, AmeriCon Constructors, Inc. Diane Sessions, EDC Staff Gary Yomnans, Community National Bank Also In Attendance: Ron Nater, SWRC Economic Alliance Tony Renz, Diversified The Staffing Solution Renae Rock, Keeton Construction Call To Order ,. Committee Chair Michael Lewin called the meeting to order at 9:05 a.m. Welcome · Michael Lewin welcomed Renae Rock of Keeton Construction and thanked all for attending. Follow-ul~ Action Rel~orts · American Industrial Manufacturing Services, Inc. (AIMS) - David Rosenthal to research with the water district and provide information on funding/tax credits for manufacturers that recycle water. · Urban Logic Consultants - Stevie Field let~ messages with owner to provide demographic and wage data. Michael Lewin contacted Ted Haring to request that he provide information on wastewater and training information to the owner. Owner has not yet returned calls. Follow-up item is closed. Comoanv Contact Reoorts · Osorno Corporation - Aaron Adams reported he, Grant Yates and Diane Sessions met with Carl Vonhirsch, owner of Osorno Corporation in Temecula. Mr. Vonhirsch also owns Powerslide, Quicksilver, and Waterjet. The companies' services include manufacturing of chairs for vehicles and airplanes, lathe and metal cutting, machining, and airplane and waterjet products. Osorno has been in operation since 1988. Mr. Vonhirsch recently acquired Quicksilver. The owner owns the buildings for his businesses. The purpose of the visit was primarily to listen to the owners' concerns and issues on the following: Jim O'Grady City of Temecula Activity Summary - October 2001 Page 2 of 2 Community Outreach Staff attended the following meetings/events to promote or assist economic development: · Professional Women's Roundtable (PWR) Meeting - (10/04) · Murrieta-Temecula Group Meeting - Assemblyman Dennis Hollingsworth was the guest speaker. (10/05) · Temeeala Valley Chamber of Commerce Voter Education Campaign Meeting (10/05 & 10/12) · Volunteered to man the day-long voter registration table at The Promenade mall (10/13) · SWRC Manufacturers' Council Board Meeting - (10/10) · Lake EIsiuore Valley Connections EDC Luncheon - Staff was invited as a guest speaker to provide an update on EDC activities. Topic included the goals and successes of the Business Relations Committee Program. (10/11) · Workforee Development Center Tour - Provided a tour of the WDC for three of Guidant's Human Resources staff. (10/16) · Supervisor Venable's Third District Quarterly Workshop - The focus of the workshop was on terrorism. Guest speakers included Riverside County Fire and SheriWs Departments, County Planning and Engineering, FBI, ATF, State Office of Emergency Services, County Health Department/Public Health, and the Governor's office. (10/17) Business Relations · October 4, 2001- (See attached meeting minutes for discussion topics.) Administration/Organization · Energy Audit Program - Staff concluded the Southwest Riverside County Energy Audit Project. The project was funded by Riverside County EDA, in partnership with Edison. (See attached goal report.) · EDC Board of Directors Meeting held in the Workforce Development Center in Temecula. (10/18) (See attached meeting minutes for discussion topics.) · Workforee Development Ali-Staff Meeting held in the Workforee Development Center in Temecula. Topics included mutual staff issues and interests relative to each partner agency within the Center. (10/2 & 10/30) · Workforce Development Safety Team Meeting held in the Workforce Development Center in Temecula. Staff is on the WDC Safety Team and attends scheduled meetings to discuss various site and community safety issues. (10/2 & 10/30) · Administration - Staff managed the daily operations of the EDC office, administered the EDC website, wrote several EDC press releases and delivered to local news publications, and administered various email "EDC Updates" to announce community events. This concludes the activity summary for October 2001. Should you have questions or need further detail, please call me at 600-6064. Respectfully, Diane Sessions Executive Director Economic Development Corporation of Southwest Riverside County Final Energy Audit Report - October 31, 2001 Auditor: Frank Hill Contacts: 200 Businesses randomly selected. Of those, 100 Energy audits were completed (50%) 32 businesses declined an audited (16%) 114 No response (no returned calls after repeated attempts) (57%) 20 Miscellaneous (out of business, no shows, misc.) (10%) Of the 100 businesses audited, 6 were located in Canyon Lake (6%) 25 in Lake Elsinore (25%) 5 in Menifee (5%) 11 in Murrieta (11%) I in Quail Valley (1%) 4 in Sun City (4%) 39 in Temecula (39%) 9 in Wildomar (9%) Targeted Recommendations: There were 14 items targeted for evaluation by the auditor. Of the 100 businesses audited, the percentage recommendation rate of specific targeted items is as follows: 76% Replace fluorescents with T8s & electronic ballasts 26% Clean cooling coils & condenser coils 20% Maintain AC filters, belts & bearings 37% Reduce wattage or install energy efficient lamps 5% Clean lamps, fixtures & diffusers 71% Install window covering (including window film) 31% Turn offunused lights 70% Set thermostats to 78 or higher 8% Cool only occupied rooms 29% Install motion switches for conference rooms, banquet rooms 44% Install higher rated AC trait 31% Replace/change location of thermostat 49% Install AC time clock for shutdown for non-business hours 9% Install pre-coolers on AC unit Final Energy Audit Report October 31, 2001 Page 2 Other recommendations: The other top recommendations to the 100 businesses audited, and the percentage with that recommendation, include: 21% Retrofit exit signs with LED it or replace with new LED 27% Install motion sensors or timers for restroom lights & fans 30% Remove burned out lamps & ballasts (they still consume energy) 25% Close doors 36% Clean intake & outflow AC registers 3% Paint walls and/or ceiling lighter color Other recommendations include: Install programmable thermostat Replace gaskets on refrigerators and/or coolers Us fans and/or pre-cool building with early morning air Use T10s lamps instead of T12s Use reflective roof coating Move heat producing equipment form under thermostat (i.e. coffee pot, photocopier, etc.) Rebates: Of the 100 businesses audited, 8 have already applied for Southern California Edison rebates. As per the signed agreement, Auditor, Frank Hill contacted each of the participating businesses by phone or in person 15 days after the audit, and a second time by phone or in person 30 days after the audit. ECQNOMIC ALLIANCE TO: FROM: DATE: SUBJECT: Marlene Best Jim O'Grady Assistant City Manager Assistant City Manager City of Lake Elsinore City of Temecula Stevie Field Economic Development/Marketing Coordinator November 6, 2001 SOUTHWEST RIVERSIDE COUNTY MONTHLY MARKETING UPDATE Lori Moss Assistant City Manager City of Murrieta Dear Partners: Please consider this an update on the marketing activities for the Alliance as required in the Southwest Riverside County Marketing for Business Attraction Agreement. Leads: As a result of advertising efforts, 70 leads were generated. 35 from the Wescon trade show, 22 Forbes leads, seven personal inquires from the television/radio commemials and brochure cards and we received six IEEP leads. 47 calls and/or follow-ups were made on recent and past leads. Consultin,q Ron Nater has completed his third month with the Alliance. His activities include sitting on the Springboard panel with UCR Connect as a business consultant representing the Alliance. Ron continues to advise on various Alliance marketing pieces. Ron mentioned again the importance of establishing a solid relationship with existing businesses in SWRC as well as tapping into their supplier base. Ron and I will be approaching each Partner over the next month for a lunch meeting to discuss the goals and activities the Alliance. A complete update will be provided at the regular Alliance meeting on November 7th, CD-ROM The latest copy of the CD-ROM was provided to the Partners and all comments were received. A final copy of the CD-ROM, cover and label will be shown at Wednesday's Partner meeting. Trade Shows As of this date, the Alliance has committed to the following trade shows, of which I will attend: · COMDEX- Computer & Technology, Nov. 12-16, Las Vegas, CA · NACORE December 2-5, Nashville, TN Future show for consideration: · APEX - (formerly Nepcon) - Electronic assembly equip., Jan. 22-24, San Diego, CA · MD&M - Medical equipment, supplies and devices, Feb. 5-7, Anaheim, CA Web-site/GIS We are currently preparing to update our web-site using information from the economic profile and the CD-ROM I will provide a status report at the next Alliance meeting. Regarding GIS, I have not yet received the requested GIS information from all of the Partners. Please provide me with the information from your city as soon as possible so that we may proceed with this project. Economic Profile Report A copy of the economic report was passed out to each partner for review. All comments were received and the final changes made. The final draft will be circulated at the regular Partner meeting. Reqional Update Breakfast In light of trade shows, holiday schedules and vacations, my recommendation is to postpone the Regional Update Breakfast to January of 2002. I have listed below a few dates for your consideration: January 15th January 16th January 22"d 8:00 a.m. - 9:00 a.m. 8:00 a.m. - 9:00 a.m. 8:00 a.m. - 9:00 a.m. Marlene shared that the City of Lake Elsinore will be able to assist with the security deposit and possibly the cleaning deposit for either the Cultural Center or Diamond Stadium. We will discuss locations/dates further on Wednesday to determine which works best with your schedules. On an ongoing basis I attend the following meetings: SWRC Manufacturer's Council Temecula/Murrieta Group Business Relations Committee SWRC EDC LE EDC Economic Development meetings concerning the Southwest Riverside County region. UCR Connect meetings If you need any additional information or have any questions, please contact me at (909) 600-6066. Sincerely, Stevie Field Marketing/Economic Development Coordinator Copy: Brad Hudson Robin Zimpfer Sarah Mundy Robed Moran Teresa Gallavan iNLAND EMPIRE ECONoMIc PARTNERSHIP' SUCCESSES www. ieep.com REAL ESTATE (The IEEP reports tnonthly on significant real estate transactions that occurred with or without the assistance of IEEP, in order to provide leads to our members. Charlotte Russe, a mall-based clothing retailer, has chosen the Inland Empire for their new West Coast/National Distribution Center. The signing of this ten,year lease consists of 217,258 square'feet of industrial space located at 1175 East Francis Street in Ontario. The total lease consideration was valued at approximately $8 million with Charlotte RuSse to occupy the premises in February 2002. The.brokerage team, qnland Valley Partners, consisting of Frank Geraci, Walt. Chenoweth; Marc' Burns, and Dan de la Paz of CB Richard Ellis represented both the lessee and leSsor, Panattoni Development, in this transaction. Sport Chalet, a Southern California sporting goods retailer, has leased 326,543 square feet of space located in Haven Gateway~s industrial center at 2250.SequoiaAvenUe in Ontario signing.a ten-year lease. They expect to employ 50 to'60 people in .their neWfacility. Chuck Belden, Ky!e Kehner, and Stuart Milligan of Cushman-& Wakefield Inc..represented the lessee .for a deal valued at approximately $11.6 million. Source: Co,Star Carboline Company, a St. Louis; MO.-based manufacturer and distributor of industrial coatings and adhesives, has expanded into a 25,841-square-foot industrial bui!ding located at 5533 B~ooks S'treet~ in Montclair. This ten-year lease Was valued at $1.5 million. Kevin Frejlach, Ontario and Steve Sprenger, Anaheim, both of Grubb & Ellis Company, represented the lessee in this transaction. Atlanta Trading, a leading seafood trading company headquartered in Cochin,' India has leased 17,369 square feet of space at 10888 San Sevaine Way in Mira Loma for five years. Paul Whitehouse of Lee & Associates, Riverside represented the lessee, and Don Kazanjian and ScOtt Ostlund of Lee & Associates, Ontario repres~ented the lessor, SKS Mira Loma ASsociates,.in. this transaction' valued at approximately $500,000. Source: Co-Star PePsi Bottling Group Inc., is expanding its soft drink and bottling plant located at 6659 Sycamore Canyon Blvd. in Riverside with the Construction of a 40,000-sqUare-foot warehouse and distribution facility adding an additional 12 employees to its current workforce of about 450 People. Source: The Business Press . AFG InSulating, one of the country's largest suppliers of'construction and specialty gla§s, is opening a 77,392-square-foot manufacturing facility in.the Hunter Highlands Corporate Park located 'at 813 palmyrita Avenue in Riverside. AFG expects to employ 40 people initially and as many as 100 within two years, according to a statement by the City of Riverside. Source: The Business Press 2002 INLANI] EMPIR. ER EGION'AL. VISITOR& : :'El' P : ER The Inland Empire Tourism Council (IETC) ~as'selected.Dragonflye~Press of Upland to 15dbfish the Official 2002 Inland Empire Regional Visitor & Meeting Planner Guide. This guide will provide nformat on for v s tors meet ng panners and res dent:s on events p aces to ~ s t rfamily.activities~ dihing and recreation in the-Inland Emp re North~ Coachella Valley, Mountains, Terhecula Valley and throughout the rest of the n and Emp re t W be d stributed tb~gue~ts at,inland Empire hotels and ~o C. 0nvention and Visitors Bureaus and Chambers of Commeme throughout the Inland Empire. Additional Copies'.will be distributed at international travel industry tfade shows, all California Visitor:Centers, and,in"rb~p0nse tothe IETC web site and ads in the State Visitor, Guide.and SUnSet magazine. For inf0rmatibn on advertising, opportunities, please contact John Bloom at~909.981.3141 or via e-mail at jbl00m@uberadv, com': FILM COMMISSION UPDATE The Inland Empire Film Commission, once aga~n~ was the facilitating film .commis§ion for ~the 2001 California On Location Awards. This is the only event within the film industry that recognized .Iocatior! managers and scouts as well as production companies for {heir excellence While filming throughout California. In addition to the industry being recognized, the public employees at the city, county, state, a'nd federal-level are also recognized for their outstanding service to the industry. - We are extremely proud that our region had.a finalist'in the County Employee of.the Year categocy for 2001, Dave Slaughter, Real Property Manager Department 'of Building Services for the COunty of Riverside. Dave was chosen from 23 other county employees statewide for his professionalism'and expertise while Working with three major feature-films'that chose the historic Courthouse.in the City of~ Riverside. As a result, the City of Riverside enjoyed DreamWo.rks' "T_ime Machine," The Walt Disney Company's "Babies in Black" and MGM's "What's the Worst That Can Happen." The Film Commission is currently working with DreamWorks' "Catch Me If You Can" in 'addition to Universal Pictures "The Hulk" and Paramount Pictures t'Star Trek" along with the popular TV series "West Wing," "National Geographic," ""The Discovery Channel," numerous smaller feature films, commercials, and of course, still photographers. ECONOMIC FORECAST BREAKFAST The Southern California Association of Governments (SCAG) will hold.its 15"' Annual Regional Economic Forecast Conference, the only conference to examine the shod-term economic outlook for the six-county. Southern California region. The primary objective of this year's Confei'ence will be to examine the impacts of the September 11'h tragedy on the Southern California region The conference witl also include an assessment of the potential impacts on trade, air-travel, and other economic factors. The event will take, place on November 16, 2001, from 8:30 a.m. to,1:30 p.m; at the Huntington Library in San Marino. For more information please contact Gale Kindberg of Cerrell Associates at 323.466.3445 or gale(Dcerrell.com. DIAMONI] VENTURE FORUM The 6~ Annual Diamond Venture Forum Was a great success with approximately 130 ~eople in attendance at the Mission Inn in Riverside to'hear eight compames present their business plans and investment opportunity. The event had very good interest from the investors with manY first time attendees representing Ignite Capital. Pasadena Angels, and Oak Tree Ventures. The presentations were followed by a lively networking reception. Early feedback from the presenters is that nearly each company reported interest from several investors at the event. The next Diamond Venture Forum Luncheon is tentatively scheduled for March 2002, with next year's annual event to be held on October 17, 2002. CALENDAR ITEMS To register online for SBDC events: ~vw. iesbdc.org November 13: Simplify your accounting with a "QuickSuccess With QuickB°°ks Accounting Software" (for beginners) seminar from6 p.m. to 9 p.m. at the inland Empire SBDC, 1157 Spruce St., Riverside. An- expert from Birdwell & Associates will conduct demonstrations ,on how to perform a variety ~f functions. Cost is $25. For more information contact Melanie Cote at 909.781.2345.' November 16: IEEP is hosting their Annual Legislative Reception membership event.from 5 p.m. to 7 p.m. at the Mission inn Hotel, San Diego Room, Riverside, free of charge. Please RSVP by Friday,' November 9, to Margie Oswald at 909.890.1090 ext. 236. November 27: "Get the Tax Facts!'! straight from the source from 9 a.m. to 3 p.m. in Riverside, free of charge. This IRS workshop is a one-day overview of federal and state tax issues for small businesses. For more information contact Melanie Cote at 909.781.2345. December 4: "Get the Tax' Facts!" Straight from the. source from 9 a.m. to 3 p.m. in Rancho Cucamonga, free of charge. This IRS workshop is a one-day overview of federal and state tax issues for Small businesses. For more information call 909.466~6244. SAVE THE DATE · Thursday, January 31, 2002, at 6:00 p.m. Mark your calendar for the 'IEEP Annual Installation Dinner, "Experience the Magic of the Inland Empire," at the Riverside Convention Center! IEEP Members and Executives from ail over the Inland Empire will be entertained w!th mysterious fun while our 2002 !EEP Officers and Board Members are installed. A variety of sponsorships are available to IEEP Members. For more information contact Margie Oswald at 909.890.1090 ext. 236. WELCOME NEW MEMBERS Claremont Graduate University, a graduate and doctoral university. Sandra Wada can be reached at. 909.607.3689. Lasercraft~Kraktronix, an office equipment and computer servicing and retailer, for computer, printer, copier and fax supplies including OEM, generic and remanufactured toners. Mark Krak0wer can be reached at 909.735.9996. · Victor Valley Community College, is committed to excellence in educational programs and services that are accessible to a diverse student population. Janet Nix can be r~ached at.909.245.4271. CHECK US OUT !!! IEEP ACTIVITY REPORT OCTOBER Business Development - noted six leads and 52 inquiries for a total of 67 leads year tO date. The Inland Empire Film Commission (IEFC) - registered 88 total days of film activity and 207 requests for locations, with seven permits issued in San Bernardino County, eight issued in Riverside County, nine issued for the Bureau of Land Management (BLM), and four issued for the US Forest Department for an economic impact of $2,498,500. Small Business Development Center (SBDC) - reported the creation of five jobs and the retention of 203 jobs for an economic impact of $1,659,726. The SBDC counseled 198 clients for 900 client hours, and conducted 18 training events with 307 attendees. International Trade - reported one export action for $582,000. "READIIgG BY 9" C.OIVIES TO THE INLAIgD Ervl PIRE Reading by 9 comes to the Inland Empire through the five county child literacy initiative lead by the Los Angeles Times. Reading by 9 Partners, along with the Inland Empire Reading Council and the San Bemardino County Office of Education are working together in the distribution of new .kindergarten-through-third grade books donated by Scholastic,' Inc. to teachers.throughout Riverside and San Bemardino Counties during'the month of November with each county receiving approximately 20,000 books. Another larger book distribution Will occur in March 2002, when books collected from the 2001 Reading by 9 Holiday Book Ddve are disseminated. TS Express in Ontado and. US Express in Colton have generously offered their fac!lities in the distribution of these books. The Reading by 9 Volunteer Program welcomed the first Riverside County volunteers at Manuel L. Real Elementary School in Pen'is at a three-hour training session on Wednesday, October 3. The Ontado City Library located .at 215 East "C" Street, Ontado, will be the site of free training for new Reading by 9 volunteers on Saturday, November from 10:00 a.m. to 1:00 p.m. Cucamonga Elementary, Mission Elementary, and Ontado Center School are still in need of volunteers. For more information regaling Reading by 9 and the Reading by 9 Volunteer Program please call 213.625.6080 or readingby9@lausd.k12.ca.us. IE-:l'echC'alenda'i .119LAIgD EMPIRE'.S TECHIgO.LOGY CALE.19DAR The technology division of the Inland Empire Economic Partnership has launched an on-line technology calendar. This web-based calendar lists technology-related events throughout the Inland Empire region. In addition this calendar also lists all Inland Empire Small Business Development Center activities. By clicking on the title of an event the user is presented with an organized and detailed synopsis of the particular event. To locate the IE-TechCalendar. go to the IEEP website (www. ieep.cem), and dick on the "lniand Empire Technology Division" icon. Click on the t'calendar" icon in the top left comer of the technology division web page. To submit an event for the IE-TechCalendar, please e-mail Bdan Underhill at bunderhill(~ieep.com. P/ease send materials for consideration to Diane Evans. Submissions can be sent by e-mai/to devans@ieep.com, or by fax to (909) 890-1088. All materials should be received by the last Friday of each month. INLAND EMPIRE ECONOMIC PARTNERSHIP 301 East Vanderbilt Way, Su'ite 100 San Bernardino, CA 92408 (909) 890-1090 Fax (909) 890-1088 tooms@ieep.com - www.ieep,~orn Gloria WolnicK City of Temecula P.O. Box 9033 Temecula CA 92589-9033 · Quarterly Communique for Elected Officials /~'-~'~'~%' '~ ~' ~ THIRD QUARTER, 2001 INLAND EMPIRE ECONOMIC PARTNERSHIP Volume 3, Issue 3 The Quarterly Communiqu~ for Elected Officials, is a publication of the Inland Empire Economic Partnership (IEEP), designed to provide elected officials and legislative staff with a quarterly update of the activities and progress of IEEP within the Inland Empire. Our mission at the Inland Empire Economic Partnership (IEEP) is to attract, create, expand and retain business in order to increase the region's growth and economic output. BUSIIgESS DEVELOPMENT Walgreens® moves into Moreno Valley, initially constructing a 600,000 square foot facility on roughly 95 acres of property. Approximately 25% of the facility will be 100 feet high, where it will be serviced and equipped by Robotics. Estimated to open with 200 job openings - growing up to 600 positions. General Motors to open in Rancho Cucamonga constructing a 404,000 square foot facility for their parts distribution center, which will serve existing and future dealerships in Arizona, Nevada, Utah and California. Estimated to employ up to 200 people. Encore Pharmaceutical finds a home at the University Research Park thanks to the partnership of IEEP and UCR. The pharmaceutical manufacturer, researcher, and developer will employ five individuals in thei~ new 2,000 square foot facility. Home Deoot~ celebrates grand opening of their new logistics facility in Rialto. This 150,000 square foot facility is a successful attraction project of 2000 for lEER TOURISM COUNCIL The Official 2002 Inland Empire Regional Visitor & Meeting Planner Guide is underway with Dregonfiyer Press of Upland to be published for national and intei'national visitors and residents on events, places to visit, . family activities, dining, and recreation within the Inland Empire, Silver Awards are presented to the Inland Empire for their exhibit at the California State Fair in Sacramento. The region was showcased as both 'Hollywood's Largest Back-lot' and the 'Golf Capital of America' Tourism Membership Luncheon in October b.rought Bruce Baltin fror~ PKF Consulting to address tourism trends before and after September 11% FILM COMMISSION IFFG hosts one-dav rAM tour for 14 location managers, showcasing new filming locations opening for shows featuring Washington D.C. and other East Coast locations throughout Big Bear & the San Bernardino Mountains. Plans are underway for a similar tour in Riverside County. IEFC opens a satellite office in Temecula to aid in their regional outreach. Requests from the production industry caused IEFC to mobilize in expanding its digital location library, services & crew in Southwest Riverside County. IEEP's Economic Impa,,ct Year-to-Date THIRD QUARTER, 2001 Business Development Businesses Attracted .......... ..... 5 Jobs Created/Retained .......... 905/1 Leads ........................ 61 Inquiries ............ 1,228 Economic Impact ......... $227million Small Business Development Center Jobs Created/Retained ......... 145/118 Economic Impact ........ $34.5 million Film Commission Total Film Activity ............... 418 Economic Impact ........ $27.5 million IEFC works to market & Permit federal lands in the Coachella Valley in partnership with Palm Springs BLM. This will definitely boost filming activity in Riverside's 4~ District as the permitting process becomes easier & faster for Production companies. Current filming in the reaion includes: DreamWorks' "Catch Me If You Can", Universal Pictures "The Hulk", Paramount Pictures "Star Trek", and popular TV series filming are: "West Wing", "National Geographic", and "The Discovery Channel" among other smaller feature films, commercials and still Photography. GOVERIgMENT AFFAIRS Special attention aiven to oppose legislation: SBX2 78-energy cost impacts, SB 975-prevailing wage for redevelopment, SB71- Workers' Comp Amendments and Rialto Unified School District's plan for PLA's; support for HR 1820 - Military infrastructure. over SMALL BUSINESS DEVELOPMENT CENTER Energy Audits performed for companies in Moreno Valley, Corona, Narco, Perds and several other communities in Riverside County, thanks to a program with Riverside County EDA& SCE, to assist small businesses with the energy cdsis & rising costs. 6th Annual Diamond Venture Forum, Eight companies were chosen to present to investors, who demonstrated much interest. There were many 1" time attendees, including representation from Ignite Capital, Pasadena Angels, and OakTree Ventures. ., Providing specific outreach & export counseling and workshops one day per week from ou~: inland Empire West office in partnership with the City of Ontario. ' Minority Small Business Development program added an additional bilingual (Spanish) business consultant to provide cbnsultingl training, and outreach to the region's growing Hispanic population. This program added its own separate phone line for bilingual calls due' to the increased requests for its services. Procurement Assistance program had a significant impact on local small businesses. This program helped clients procure $5,381,500 worth of contracts through the consulting and bid match services in this 3"~ quarter. SBDC names new Assistant Director. Vincent Mc Coy, previously a Business Consultant for the Inland Empire North office, started on September 4th at the Riverside office as the new Assistant Director. FOUNDATION: Regional Planning Inland Empire 2025: Without Compromise Conference was a great success with 166 participants from local business, government and community. Constituents developed the following goals: HOUSING: Short Term, Forcefully encourage Inland Empire delegation at State & Programs At-A Glance Year-to-Date THIRD QUARTER, 2001 New IEEP Members ..... ...... ..... 27, Tourism Council Tradeshows ..................... 6 Visitor Guides distributed ........ 9,620 Regional Marketing Attraction Ads Placed .............. 14 Press Releases ................... 4 Professional Articles ............... 1 Tradeshows ...................... 7 CallPoint 800 line Employees Requested ............ 115 W0 kf0[ce Development Federal levels to alter current funding formula. Long Term, Encourage fiscal reform on the part of the State Legislature by rewarding local government for increased housing production. TECHNOLOGY; Short Term, Focus on educating students about the opportunities for employment in our local technology companies with pdvate sector involvement (intems, mentors, scholarships, and curriculum). Long Term, To develop, attract, and retain high-tech companies & jobs. WATER: Short Term, Educating the public on water issues. Long Term, Secure additional funding for water iproject (desalting, reclamation, and storage). EDUCATIONNVORKFORCE DEVELOPMENT: Short Term, Determine the needs of local business required to improve their growth and profitability. Long Term, Improve communication & cooperation needed between business & education to continually upgrade the curriculurn required to support the rapid growth of new technology. TRANSPORTATION; Short Term, Successful voter approval of reauthorization of existing Measure A & Measure I programs. Long Term, [1] Development of Inland Empire airports for passenger& freight. [2] Continue Riverside County's integrated plan. to advance construction of new transportation systems, which will improve mobility to Orange & San Bernardino Counties. High-Tach The technology division assembled a team of on-line consultants that will meet the needs of technology entrepreneurs and start-up companies in the Inland Empire. Askit: a business develoament tool allows a client to choose fi.om s menu that has been set-up to connect them with relevant Inland Empire resources. Clients post a question on the clipboard, which is delivered to the on-line consultant, who will respond. CallPoint assists Aspen Distribution locate 49-certified forklift operators to staff a new facility in Victorville. This regional workforce recruitment program has also assisted interns interested in a designated career field find an appropriate company. IEEP assists Becton. Dickinson and Co. with workforce development information for their 80 workers. NEW MEMBERS Third ouarter new Members: Bradco Companies; City of Barstow; City of Hesperia; City of Victorville; HardHatBid Inc.; Kleinfelder Inc.; Raflatac Inc.; Rhodes College; Riverside Physician Network; and Thalman Financial Services. 301 E. Vanderbilt Way, Ste 100 · San Bemardino, CA 92408 · 909-890-1090 · 909-890-1088 (fax) · www. ieee.com · E-mail: info@Jeep.corn TEMECULA VALLEY FILM COUNCIL ACTIVITIES REPORT August 2001 Members o£the Temecula Valley Film Council are Maggi Allen, President; Sunny Thomas, Vice-President; Steve Phelps, Secretary/Treasurer; Pat Martinez, Judi Staats, Eve Craig, Patty Slaton and Ellen Watkins The Business of the Film Council This month we received 85 ohone calls; 28 - Film Festival, 17- locations information recluests; 40- council business. The TVFC web site. www. temeculafilm.orR has received "1125 hits" since it opened a year ago. Photo and link updates are a continuous process. The web site is currently being updated to include new photographs collected from the "Great Temecula Shootout". The Film Council is currently searching for office space to share with the Film Festival with one shared full time employee. This will commence in either December or January as space is made available. "Great Temecula Shootout" photos are being compiled and the "Temecula Through Our Eyes" calendar is being designed from these pictures. The calendar will be ready for mailing in the middle of December - also available for sale in Old Town. TVFC representative participated in a local Tourism Convention at the Ontario Convention Center with Gloria Wolnick from the City and Vickie Barnes from the Chamber of Commerce. We were able to use the City's display with additional lattice and grapevines - the display was very attractive and many good contacts were made. Filming in Temecula The first television presentation of the Student of the Month was broadcast on Adelphia cable channel 28 from 6:00 -7:00 p. m. just before the Temecula City Council meetings. This was the first taping and editing was in the Video Department at Chaparral High School but will be corrected in November. We have received positive feedback from the community about the series that showed this summer. This effort will continue throughout the school year. Production crews filmed twice in the Wine Country for tourism and the quality of our vineyards City offices received and forwarded 2 locations calls from IEFC. TVFC was able to forward photos by Email for consideration. As yet there has been no response. Greenstemp Productions is editing their video of the Film Festival and will furnish copies to TVFC and TVIFF for our promotions. They can also be used in any City tourism productions. We will continue to support the daily management of filmmaker's requests, and encourage the growing awareness of the industry in this community. It is our goal to generate a higher awareness of the Temecula Area within the context of filmmaking activities, and to present the opportunities and benefits of this production to local merchants and businesses. Respectfully, Maggi Allen President, TVFC CITY OF TEMECULA TOURISM MARKETING PROGRAM GOALS AND OBJECTIVES Increase the Number of Tourists Visiting Temecula Gain a larger share of Southern California's tourism industry. A. Increase awareness of Temecula VaLley's features as a tourist destination. B. Continue the response program to consumer inquiries about Temecula. C. Increase awareness of all Temecula events. D. Increase the number of overnight stays (leisure traveler and business). Define and Develol~ the Temecula Brand Define and develop the brand for the Temecula Valley to ensure a healthy future for the visitor industry. In branding Temecula, there is an opportunity to create a t?ame of mind for the visitor that is unique. Consumer wants and needs need to be part of Temecula's brand development. Focus on Temecula's strengths as a desirable tourism destination. Build Alliances and Partnershios The City's marketing funding is limited. In order to maintain market share in a competitive environment, the City must utilize additional resources necessary to reinforce its markets. This means seeking collaborations (i.e. co-op opportunities, cross-promotions, etc.) with the City's traditional partners: marketing committee and local tourism entities, and other tourism affiliates, i.e. San Diego CONVIS, Orange County CONVIS, Inland Empire Tourism Council, etc. All of these alliances create synergy - leveraging assets and creates more awareness for Temecula as a prime Southern California tourism destination. Coordinate Marketin~ Efforts with Kev Economic O~anizations within the City Effective communication is critical in executing the marketing plan. A. Continue coordinated communication efforts of the City's marketing committee consisting of the Economic Development Corporation of Southwest Riverside County, Southwest Riverside County Economic Alliance, Chamber of Commerce, Temecula Valley Winegrower's Association, Old Town Representation, Temecula Valley Film Council, Balloon & Wine Festival, Arts Council, City Council and the City, to communicate a single, unified message. B. Continue coordinated communication efforts with the lodging industry. TARGET AUDIENCES Length of stay: Primary Areas: Secondary Areas: Other: Day trip, weekend getaway, vacation, extended business stay Los Angeles, San Diego and Orange Counties, Inland Empire Phoenix, Las Vegas, Northern California National & Imemational market - Temecula paid coverage through Inland Empire Tourism Council, San Diego CONVIS, Anaheim CONVIS marketing, California State Division of Tourism Generation X-Yers (ages 18-34) Active recreation seekers Potential patrons of Temecula dining, special evems, shopping, recreation and entertainmem Baby Boomers (ages 35 -54) Middle to upper income Singles, couples, families o Active Mature Adults (ages 55+) Middle to upper income Singles, couples and groups Business Travelers: Executives and Decision-Makers Who Visit Temecula Extended Stay - bring spouse and/or family Overnight visitors Golf course patrons Winery visitors Special event attendees Select Affinity Groups Tour groups Motor coach tours Convention groups (spouse/companion activities) Association business groups (corporate recognition - i.e. president's clubs) Meeting planners Vacationers/Leisure Travelers (Couples and Families) Vacationers/Leisure Travelers planning a trip to Southern California Vacationers/Leisure Travelers akeady in San Diego, Orange and Los Angeles Counties and Palm Springs Temecula Residents Potential patrons of special events, recreation, shopping, dining, emertainment Visitors - fi'lends/family staying with resident 2 II. Outreach Materials An important part of the marketing campaign is providing tourism information to travel media, travel industry writers and travel industry professionals. Outreach will focus on establishing awareness with the travel industry along with establishing Temecula as a desirable destination for travel and a location for meetings and/or events. Press Kit - Press kits are provided during familiarization tours, as a handout to media at specific events and as part of an on-going public relations direct mail program. 2. 3. 5. Update press releases and background features. Secure and duplicate photos, transparencies and maps. Follow-up with all media who receive the kit, by phone or through written communication. Assemble press kits and distribute to tourism industry. Expenses: $1,500 Lead Organization: City B. Tourism Rack Brochure Reprint tourism rack brochure. Distribute brochure through rack service in San Diego and Orange Counties, Palm Springs, San Diego - Corporate and Phoenix, AZ - Corporate. Additional distribution includes travel trade shows, Chamber, county fairs, and local special events. The brochure is included in press kits and business brochures. Expenses: $20,000 Lead Organization: City Interactive Tourism CD Rom - Unique marketing tool utilized for tourism attraction. Information includes City tourism attractions, history, recreation, cultural arts, lodging/dining, entertainment, and special events. Distribution at key travel trade shows, tour operators, meeting planners, travel writers and travel media. 1. Reorder CD Rom Expenses: $5,000 (additional copies) Lead Organization: City Photot~ral~hv Library* Prepare top quality photography for promoting tourism and business. Uses include tourism marketing collateral, presentations, trade shows, and media inquiries. I. Hire professional photographers. 2. Photo materials - prints, slides, transparencies, etc. Expenses: $3,500 Lead Organization: City 3 III. Media Relations Media relations will continue to be an important outreach to achieve our goals of generating overnight visits and development of attendance for all Temecuia events. Mailings and direct contact with regional consumer and travel media are included. Update and Maintain Media Lists Continue to update and maintain a comprehensive media contact list that includes editors, publishers and/or writers fi.om leading travel, lifestyle, in-flight publications, business publications and newspapers. Update and maintain list of contacts of convention and meeting planners, travel agents, and tour/motor coach operators. Disseminate tourism leads generated via trade shows, San Diego CONVIS, Orange County CONVIS, Inland Empire Tourism Council and California State Division of Tourism to appropriate local tourism-related businesses/organizations to follow-up with. Expenses: - 0 - Lead Organization: City Publicity 2. 2. 3. Publish and mail quarterly calendar of events to media. Write press releases spotIightlng a specific event and mail to media. Respond to specific media requests. Contact tourism publications to include Temecula in their magazines, guides, newsletters, and intemet sites. Distribute appropriate information and follow-up with media. Expenses: - 0 - Lead Organization: City, Local Organizations Sponsoring Special Events Respond to Media Inquiries Respond to phone calls and written inquires fi.om media regarding tourism and special events. Follow-up with key media to assure coverage of Temecula as a tourism destination, special events and receipts of materials. Expenses: -0- Lead Organization: City Tourist Guidebook Outreach Guide books tourists use in planning their itineraries in Southern California. Identify appropriate guide books including those issued by the State of Califomia, 4 Automobile Clubs, Commercial Publishers and In-Hotel Room Publications. Write and distribute copy about various Temecala attractions, events, activities and its history. Expenses: Refer to advertising line item budget. Lead Organization: City E. Tourism Industry Newsletter A four-color newsletter targeted to regional, national and international travel and tour operators. Write and produce a six-panel tourism industry newsletter. Distribute to travel media and include in press kits. Expenses: $5,000 Lead Organization: City F. Long-lead Event Calendar Produce long-lead calendar. Mail calendar every six momhs to long-lead consumer and tourism trade media and designated media planners. Expenses: -0- Lead Organization: Chamber, City G. Media Familiarization Tours 2. 3. 4. 5. Develop media list for invitation to attend specific fam tours in Temecula and mail. Establish itinerary, lodging and transportation. Work with local hotels, restaurants and wineries for sponsorships. Support media days for special events. Partner with Inland Empire Tourism Council and other pm fessional organizations or cities on hosting a media fam tour. Expenses: $3,000 Lead Organization: Chamber, City H. Visitors Guide Update and reprint the visitor guide that represents all of the tourism aspects of Temecula. The guide includes a special section for Old Town Temecula, which has replaced the Old Town Walking Tour Map. Expenses: -0- (Advertising supported.) Lead Organization: Chamber 5 IV. Travel Industry Outreach An outreach campaign will be conducted to the travel industry, primarily focusing on industry segments as: convemion and meeting planners, travel agems, tour associations, and bus/motor coach operations. A. Industry Mailings Identify lists of specitic industry individuals and media. Follow-up on travel trade show leads with specific information. Expenses: -0- Lead Organization: City B. Trade Show Participation Participate in tourism trade shows (tour association meeting and group tour planners, consumer tourism). Identify tourism trade shows that will promote Temecula as a tourism destination. EfForts will be made to partner with San Diego CONVIS, Orange County CONVIS and Inland Empire Tourism Council when appropriate. Expenses: $4,000 Lead Organization: Chamber with City assistance Selected Advertising Research and recommend targeted advertising opportunities to reach the tourism industry. All advertising will maintain a consistent and strong message on tourism for Temecula. A. Ad Design & Output of Film Format City ad to meet specifications for special event programs (i.e. Rod Run, Balloon & Wine Festival, Film & Music Festival, etc.) and tourism publications. Expenses: $2,500 Lead Organization: City B. Idemify Advertising Venues and Buy Media Pursue media co-operative advertising buys with other area organizations and tourism bus'messes, San Diego CONVIS, Orange County CONVIS, and Inland Empire Tourism Council to leverage Temecula's advertising budget. 1. Place ads in tourism industry trade publications, guide books, magazines, special sections, and interact Expenses: $27,500 Lead Organization: City VI. Integrated Marketing, Tactics An effort will be made to reach business decision-makers who are visiting Temecuia as tourists to bring awareness of business opportunities in the area. The projects listed can greatly enhance the synergy of both economic development and tourism marketing activities. A. Tag tourism advertisements with economic development messages when appropriate. B. Promote economic development at all Temecula special events. C. Include economic development message in tourism related articles and publications. Expenses: -0- Lead Organization: City VI1. Web Site A. Tourism Site on Web 1. Update tourism information and special events and add to existing site. 2. Evaluate, add and/or delete present links to other Temecula tourism related Internet sites. Include additional tourism related links where warranted, i.e. San Diego CONVIS, Orange County CONVIS, Inland Empire Tourism Council and tourism publications. 3. Incorporate the new Interactive Tourism CD Rom. 4. Research the establishment of a tracking system to be put in place on the sites to properly measure interest (hits). Expenses: -0- Lead Organizations: Chamber and City VIII. Services A. Rack Service Rack service distribution throughout San Diego and Orange Counties, Palm Springs, San Diego Corporate and Phoenix, AZ, Corporate. Position Temecula with the Temecuia Valley Winegrowers rack brochure in designated areas. Expenses: $15,000 Lead Organization: City IX. Promotional Items * Gift baskets, polo shirts, promo items for trade shows, travel writers, media and special guests. Used for business and tourism uses. Expenses: $3,000 Lead Organization: City Marketint~ Meetint~s (Business Develooment and Tourism) Continue coordinated communication efforts of the City's marketing committee consisting of the Economic Development Corporation of Southwest Riverside County, Southwest Riverside County Economic Alliance, Chamber of Commeme, Temecula Valley Winegrower's Association, Old Town Representative, Temecula Valley Film Council, Balloon & Wine Festival, Arts Council, City Council and the City, to share individual activities, network and strategize. Total Promotional Budget: $90,000 *Budget items for Economic Development & Tourism Additional Economic Develooment Line Items Tourism Professional Organizations/Associations · San Diego Convention & Visitors Bureau · Orange County Convention & Visitors Bureau · Inland Empire Tourism Council Economic Develooment - Soonsored Events Temecula Valley Balloon & Wine Festival Temecula Rod Run Frontier Days Rodeo Temecula Valley International Film & Music Festival Temecula Tractor Race Fall Rod Run Arts in the Country Festival - Community Services Funding Race for the Cure - Community Services Funding Banner Proeram The manufacturing, cleaning/storage, mailing and changeovers of special event banners are provided for by the City under the Economic Development Program. Economic Develooment Organization Fundinl~ Temecula Valley Chamber of Commerce Temecula Valley Film Council Economic Development Corporation of Southwest Riverside County Southwest Riverside County Economic Alliance Inland Empire Economic Partnership The Arts Council of the Temecula Valley - Community Services funding 8 CULTURAL TOURISM Cultural tourists are those travelers who are looking for arts, cultural, historic and educational components to their travel as ways to reconnect with society and to have more meaningful tourism experiences. According to the San Diego Convention & Visitor's Bureau, that operates a cultural tourism division, states that this group tends to spend more money, take longer trips, shop more, travel as a family or couple and have a great likelihood of staying in hotels. Tourism statistics indicate that this segment of the market continues to increase. The Cultural Arts Master Plan, developed by AMS Planning & Research, was approved by the Community Services Commission in January 1999. The Arts Council of the Temecula Valley, designated as the lead arts organization by the City of Temecula in 1996, promotes local arts organizations and events in the valley. There are over fifty cultural arts organizations in the area. The Arts Council produces an annual Arts in the Country Festival, a six-week long festival of events in May and June, an annual Concert on the Green in September and many more events throughout the year. City of Temecula Advertising Current Placements Print Advertising · The San Diegan (Annual) The City has placed an ad in this key San Diego tourism publication for the past 5 years. The publication also provides a chapter on Temecula. Staff is given an opportunity to meet with the assigned writer to go over new developments and attractions in the area so that the chapter contains the most current information. The San Diegan targets the business traveler and vacationer. Over 225,000 copies are printed and the publication reaches 5 million readers annually via: Over 1,000 newstands year-round throughout San Diego County. 34,000 hotel rooms year-round throughout San Diego County, Temecula, Rosarito Beach and Ensenada. Hand placement to 150 of San Diego's top corporations for VIPs, new executive employees and CEO's. Sold regionally including Orange County, Scottsdale/Phoenix, Palm Springs, Temecula and Las Vegas. Sold nationally vial all major bookstores including Barnes & Noble, Borders, etc. Internet: Over 2 million people visit their web site annually at sandiegan.com. Cost: $5,194 · San Diego Convention & Visitors Bureau Visitor Guide (Bi-Annual) As a member of San Diego CONVIS, Temecula is offered the opportunity to advertise in the San Diego Official Visitor Guide. The guide is distributed to visitors when they actually arrive in San Diego, for a convention, on business, or on vacation. Over 400,000 are distributed. Cost: $3,000 for each issue (total $6,000) · San Diego North CONVIS Travel Planning & Conference Guide (Annual) This guide is distributed directly and by mail to the travel industries' familiarization trips, trade shows, through media kits, and through the North County offices. There are 50,000 copies distributed. Cost: $2,000 · Where Magazine - Orange County (Quarterly) (Co-op with local tourism businesses & Winegrowers Association) Where Magazine offers the most comprehensive in-room hotel distribution in Orange County. 300,000 copies per year with 25,000 copies delivered monthly to guests of 89 premier hotels and various tourism outlets in the Orange County area. Total in-room copies - 79%, total concierge desk/tourism outlets - 21%. Visitor profile: upscale, educated visitor with average household income of $50,000 - $100,000. Other benefits received include events listed in monthly concierge newsletter and one feature on Temecula, access to where's database, and the publication can be found on- line. Cost: $16,800 City Cost: 7,000 Ad design cost: $'1,396.43 · Anaheim/Orange County CONVIS Official Visitors Guide (Annual) A comprehensive and attractive guide for visitors, travel agents, consumers and meeting planners. 405,000 are printed and distributed via consumer fulfillment, concierge desks, local airports, ground transportation companies, press kits, travel agencies and on-site meetings/conventions. Cost: $9,956.25 · Inland Empire Regional Visitors Guide (Annual) The visitors guide has a wide distribution including the U.S., Europe, Asia, Canada and Mexico. It is distributed at tourism and business trade shows, county fairs, and sent out upon request, in business packets and also distributed in international sales packages from the Ontario CVB. The guide will also be given out at 3 International Meeting Planner Conferences in 2002 - EIBTM, CONFEX, ITME. There will be a direct mail via the San Bernardino Sun and Inland Empire Daily Bulletin. Cost: $5,000 · Sunset Magazine (Co-op with Winegrowers Association) The ad mentions other Temecula attractions: Old Town, golf, shopping, etc. The Winegrowers have been extremely pleased with the results that this publication produces and is one of their main sources of advertising. Cost: $5,000 * San Diego CONVIS Travel Planners Guide (Annual) th This publication is sent out to meeting planners and will debut on October 30 . The City was given a full page, 4-color complementary ad as a "thank you" for advertising in the San Diego CONVIS Visitor Pocket Guide and Anaheim/Orange County CONVIS Visitor Guide. Cost: No charge Internet Advertisin~ · Sign on San Diego Website (Annua0 San Diego Union Tribune website Receives 10 million page impressions/month -over 100 million hits The City has 7 pages - home page, map, things to do, wine country, places to stay, shopping/restaurants, living in Temecula Cost: $3.010 Past Placements (Replaced The Guest Informant with Anaheim CONVIS Visitor Guide) · The Guest Informant (Annual) An annual publication distributed through upscale hotels in San Diego and Orange County. As an advertiser, Temecula receives coverage on its calendar of events in the Quick Guide. This is a tourism paperback publication published by Guest Informant. Annual circulation of 600,000 copies in San Diego and Orange County. Distributed via hotels, concierge desks, John Wayne Airport and car rental agencies. NOTE: The publication has changed. When Temecula advertised the San Diego & Orange County communities were combined. They now have separated the two counties and each has their own publication. Advertisim, Benefits Throueh IETC Membershin · Official California Visitor's Guide (Annual) IETC in the past has placed a half page ad in the Official California Visitor's Guide. Since costs have increased they will place a 1/3 color ad. Temecula is included in the Inland Empire section courtesy of IETC free of charge. The guide is distributed at Welcome Centers throughout the state, trade shows (intemational& national) and through the California Division of Tourism offices. · Sunset Magazine - September & December 2001 · Research Meeting Planner Magazine Inland Empire Hotel Guide (under review) Additional advertisinu exoenses Event Pro,rams Ads in City sponsored event programs, i.e. Balloon & Wine Festival, Rod Run, Rodeo, etc. (cost to reformat ad per specifications & text) Paid advertising Temecula receives on behalf of membership with the Inland Empire Tourism Council Rack Service Temecula's tourism rock brochure is in the following locations and is positioned with the Temecula Valley Winegrowers rack brochure. · San Diego and San Diego Corporate · Palm Springs · Orange County · Phoenix Corporate · California Welcome Center Oceanside Publications for consideration · Ontario Visitors Guide (Bi-annual) 70,000 copies (35,000 each nm) - published twice a year. The guide is read by tourists, business people, conventioneers, relocating families and prospective visitors. It is distributed to Ontario CONVIS member hotels/motels, Ontario Airport, Los Angeles CONVIS Center, Ontario Convention Center Concierge Desk, and fulfillment piece for national and international requests. Cost: $3,125 each issue · Ontario Meeting Planners Guide (Annual) Distributed to 7,000 meeting & convention planners throughout the world. Cost: $3,125 Trade Show Participation - Temecula Tour Ooerato rs/Media/Consumer Los Angeles Times Travel Show Long Beach or Los Angeles Consumer and travel industry show sponsored by the LA Times and is very well attended. Last year the Temecula partnered with San Diego CONVIS. In years past Temccula partnered with the Inland Empire Tourism Council. Orange County Register Travel Show - February 2 & 3 Costa Mesa Consumer and travel industry show sponsored by the Orange County Register. Temecula did not participate last year but paid for tourism brochures to be at the Inland Empire Tourism Council booth. Temeeula has partnered with the Inland Empire Tourism Council in the previous years. Temecula Literature & Video State County Fair (Consumer) Sacramento Inland Empire Tourism Council and Riverside County EDA manned the Inland Empire/San Bernardino booth. Temecula brochures were distributed and video segments on Temecula were shown. State Fair Exhibit to Date Festival Meetine Planners Group Tour Live - October 28-29 Ontario Convention Center Show targets tour operators, travel agents and group leaders Corporate Sponsors: Coach USA, Mayflower Tours and Southwest Airlines Groups Temecnla will be exhibiting at this show on its own. International Travel Show California Travel Market - February 12 - 14 Napa - 2002 California-only international travel show sponsored by the California Travel Industry Assoc. and the California Division of Tourism. The show attracts top international tour buyers, domestic tour buyers and trade press. The City has participated as a sponsor under the umbrella of the Inland Empire Tourism Council. Last year the show's format was different - no opportunity for cities to exhibit. Film Industry Show Temecula Valley Film Council opens the ShowBiz Expo show to promoting not only film locations but also Temecula as a tourist destination. Inland Emoire Tourism Council Trade Show Particioation Co-op opportunities available Domestic Market Los Angeles Times Travel Show Orange County Register Travel Show State Fair Exhibits - Sacramento, Date Festival and National Orange Show International Meeting Planner Conferences EIBTM Spring 2002 European Incentive Business Travel & Meetings On-line association of meeting & travel professionals CONFEX Spring 2002 Imernational Confex is recognized as Europe's leading annual forum for the meetings, events, corporate hospitality & incentive travel industry. From Worldwide Destinations, Venues & Incentive Travel, to Corporate Hospitality & Events and Exhibition and Conference Support Services. It is firmly established as the meeting place for visitors and exhibitors from all over the world. International Confex offers an opportunity to be part of the industry's most professional showcase with over 1,300 exhibitors from over 70 countries. NOTE: Tourism literature is distributed at all Business Development Trade Shows - highlighting "quality of life". San Diego CONVIS Trade Show Particioation Meetin~ Planner Conferences American Society of Association Executives Annual Meeting Denver, CO August 2002 Meeting professionals and association executives Association Forum of Chicagoland Holiday Showcase Chicago December 2001 Association meeting planners, staffs & executive directors from the Midwest California Society of Association Executives Seasonal Spectacular Sacramento December 4 Association executives, most from the West Coast and the majority from the Sacramento, San Francisco areas Canadian Meetings & Incentive Travel Symposium Trade Show Toronto August 2002 Incentive houses and clients in the greater Toronto area Hotel Sales & Marketing Association International Affordable Meetings West June 2002 San Jose Over 900 meeting planners - 35% corporate, 14% association and 19% independent planners Religious Conference Management Association Milwaukee January 30 - February 3, 2002 Event reaches 1200 religious meeting planners Society of Government Meeting Professionals Annual Education Conference Norfolk, VA May 15 - 19, 2002 Event reaches Government Meeting Planners from across the U.S. The Motivation Show Chicago September 2002 Show attracts incentive companies and corporate meeting executives Anaheim/Orange County CONVIS Trade Show Particioation Domestic Market - focus its resources in Northern California, the Pacific Northwest, Southwest and Hawaii. Represents over 57% of visitors to Orange County. National Tour Association (NTA) - Nearly 4,000 members, including 645 tour companies, the National Tour Association is the premier source for tours and travel packages for people of all ages. National Travel Exchange (NTE) - The Leader in Travel Agem Shows - Since its inception in 1991, National Travel Exchange has provided industry suppliers the opportunity to target their marketing efforts to specific communities of travel agents throughout the USA and Canada. Denver Post Travel Show Aloha State Travel Expo Golden Gate Travel Expo International Market - focus its sales efforts in Japan/Asia, Western Canada, Mexico, United K'mgdom/Europo, Australia/New Zealand, Brazil and Argentina. POW WOW VUSA Mart ITB LaCumbre ARLAG Expo Vaciones JATA Ontario CONVIS Tourism Trade Shows Shoreline Creations/STRAC/Group Tour Live - Ontario, CA - October 28 -29 GLAMER (Group Leaders of America) Co-op opportunities October 2, 2001 Sacramento Exhibit to the domestic mature market, baby boomers, bank clubs, church groups and unaffiliated operators. Their Group Travel publication is distributed to 30,000 group travel leaders. They also promote their trade shows via direct mail to over 53,000 qualified senior group travel decision makers. National Tour Association (NTA) October 8 - 11, 2001 Houston, TX Domestic tour operators. Convention offers educational and networking opportunities. California Travel Mart (CTM) Napa February 2002 Co-op opportunities California-only international travel show sponsored by the California Travel Industry Assoc. and the California Division of Tourism. The show attracts top international tour buyers, domestic tour buyers and trade press, 34th Annual TIA International Pow-Wow Co-op opportunities An international travel and tourism marketplace for inbound USA travel where international travel producers and USA travel suppliers conduct business during 3 days of 20 minute prescbeduled appointments. Total attendance is 6,000 with 1,375 booths, and 75 countries are represented. Over 200 journalists are in attendance. Requires TIA membership. 25th Annual ARLAG Convention May, 2002 Guadalajara, Mexico Approximately 264 exhibitors/2000 travel agents and wholesalers representing 26 states in Mexico. Tour operator luncheon sponsored by Calif. Delegation. TO: FROM: DATE: SUBJECT: CITY OFTEMECULA AGENDA REPORT City Manager/City Council APPROVAL CITY ATTORNEY DIRECTOR OFFINANCE.~--~ CITY MANAGER ~--~/ William G. Hughes, Director of Public Works/City Engineer November 27, 2001 Department of Public Works Monthly Activity Report RECOMMENDATION: Attached for City Council's review and filing is the Department of Public Works' Monthly Activity Reports for the month of October, 2001. MOACTRPT TO: FROM: DATE: SUBJECT: MEMORANDUM Bill Hughes, Director of Public Works/City Engineer Brad Buron, Maintenance Superintendent November 5, 2001 Monthly Activity Report - October, 2001 The following activities were performed by Public Works Department, Street Maintenance Division in-house personnel for the month of October, 2001: I. SIGNS A. Total signs replaced 211 B. Total signs installed 92 C. Total signs repaired -0- I1. TREES A. Total trees tdmmed for sight distance and street sweeping cencems 27 III. ASPHALT REPAIRS A. Total square feet of A. C. repairs B. Total Tons 8~340 36 IV. CATCH BASINS A. Total catch basins cleaned 267 RIGHT-OF-WAY WEED ABATEMENT A. Total square footage for right-of-way abatement 7,200 VI. VII. GRAFFITI REMOVAL A. Total locations 34 B. Total S.F. 4t468 STENCILING A. 329 New and repainted legends B. 1,051 L.F. of new and mpainted red curb and striping Also, City Maintenance staffresponded to 70 service order requests ranging from weed abatement, tree trimming, sign repair, A.C failures, litter removal, and catch basin cleanings. This is compared to 38 service order requests for the month of September, 2001. The Maintenance Crew has also put in 262 hours of overtime which includes standby time, special events and response to street emergencies. The total cost for Street Maintenance performed by Contractors for the month of October, 2001 was $ 30,998.00 compared to $17,105.00 for the month of Sel~tember, 2001. Account No. 5402 $ 22,313.00 Account No. 5401 $ 8,685.00 Account No. 999-5402 $ - 0 - Ron Parks, Deputy Director of Public Works Ali Moghadam, Senior Engineer - (ClP/Traffic) Crag Butler, Senior Engineer (Capital Improvements) Amer Attar, Senior Engineer (Capital Improvements) JerryAlegria, Senior Engineer - (Land Development) o ~ o,?, o oo ~ oo STREET MAINTENANCE CONTRACTORS The following contractors have performed the following projects for the month of October, 2001 DATE DESCRIPTION ACCOUNT STREET/CHANNEL/BRIDGE OF WORK TOTAL COST SIZE CONTRACTOR: Date: 10/01/01 # 5402 Date: 10/03/01 # 5401 CONTRACTOR: Date: 10/10/01 # 5402 Date: 10/10/01 # 5402 Date: 10/20/01 # 5402 CONTRACTOR: Date: 10/17/01 # 5402 BECKER ENGINEERING CHERRY STREET AT ADAMS STREET REMOVE AND REPLACE METAL BARRICADE RAIL AND POSTS 45' VALLEJO AVENUE BETWEEN YNEZ ROAD & SANTIAGO ROAD I TOTAL COST I $ 4,385.00 EXCAVATE FOOTINGS, PLACE AND FINISH 57 YDS. 5 SACK SLURRY BETWEEN RIP RAP TOTAL COST RENE'S COMMERCIAL MANAGEMENT 8,685.00 CITYWIDE REMOVE WEEDS, DEBRIS AND TRASH FROM CITY RIGHT-OF-WAYS HIGHWAY 79 SOUTH I TOTAL COST I $ 2,000.00 REMOVE WEEDS, DEBRIS AND TRASH FROM CITY RIGHT-OF-WAYS. APPLICATION OF POST EMERGENT HERBICIDE. OVERLAND JEFFERSON YNEZ AT SOLANA WAY OLKD TOWN MONTELEONE EXCAVATING I TOTAL COST I $ 3,028.00 REMOVE WEEDS, DEBRIS AND TRASH FROM CITY RIGHT-OF-WAYS TOTAL COST CITYWIDE SANDBAG AREAS FOR EROSION CONTROL TOTAL COST ACCOUNT g5401 TOTAL COST ACCOUNT g5402 TOTAL COST ACCOUNT #99-5402 TOTAL COST I $ 9,900.00 $ a,~s5.0o $ 22,313.00 CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DMSION GRAFFITI REMOVAL MONTH OF OCTOBER, 2001 DATE 10/02/01 10/02/01 10/11/01 10/15/01 10/15/01 10/16/01 10/16/01 10/16/01 10/16/01 10/16/01 10/17/01 10/17/01 10/17/01 10/18/01 10118/01 10/18~1 10/18/01 10/22/01 10/22/01 10/22/01 10/22/01 10/22/01 10/22/01 10/22/01 LOCATION MARGARITA PARK RANCHO WEST APARTMENTS ON PUJOL STREET OVERLAND BRIDGE K-MART ON YNEZ VAIL RANCH AT OVERLAND OVEILLAND BR1DGE (3 LOCATIONS) MERVYNS (2 LOCATIONS) 26680 YNEZ NICOLAS AT NORTH GENERAL KEARNY 40212 WINCHESTER ROAD 31340 RANCHO VISTA ROAD 40788 WINCHESTER 40758 WINCHESTER BUTTERFIELD STAGE RD. AT RANCHO CALIFORNIA RD. 40635 WINCHESTER ROAD (4 LOCATIONS) CHEVRON AT 'WINCHESTER ROAD 28566 PUJOL STREET BEHIND KEETON CONSTRUCTION IN CHANNEL JEPI~ERSON NORTH OF SANDBORN NICHOLS AT NORTH GENERAL KEARNY OVERLAND TRAIL AT REDHAWK PARKWAY REDHAWK PARKWAY AT BRIDGE VAIL RANCH PARKWAY; OVERLAND TRAIL TO NIGHT HAWK PASS MARGARITA ROAD AT HONORS WORK COMPLETED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED 115 S.F. OF GRAFFITI 20 S.F. OF GRAFFITI 240 S.F. OF GRAFFITI 54 S.F. OF GRAFFITI 120 S.F. OF GRAFFITI 87 S.F. OF GRAFFITI 39 S.F. OF GRAFFITI 12 S.F. OF GRAFFITI 16 S.F. OF GRAFFITI 12 S.F. OF GRAFFITI 6 S.F. OF GRAFFITI 7 S.F. OF GRAFFITI 16 S.F. OF GRAFFITI 2 S.F. OF GRAFFITI 54 S.F. OF ORAFFITI 20 S.F. OF GRAFFITI 140 S.F. OF GRAFFITI 216 S.F. OF GRAFFITI 50 S.F. OF GRAFFITI 60 S.F. OF GRAFFITI 71 S.F. OF GRAFFITI 10 S.F. OF GRAFFITI 5 S.F. OF GRAFFITI 2 S.F. OF GRAFFITI DATE 10/22,'D1 10/26/01 10/29tDl 10/30R) I 10/30/01 10/30/01 10/30/01 10/31/01 10/31K)l 10/31/01 LOCATION MARGARITA AT LA SERENA RANCHO VISTA AT SANTA SUSANA WINCHES'IER ROAD AT JEIq'ERSON ROAD OVERLAND BRIDGE BEHINI) MERVYNS 28210 JEFFERSON WINCHESTER AT MARGARITA MARGARITA AT VIA LA VIDA GOLDS GYM BUTTERFIELD STAGE BRIDGE WORK COMPlY'rED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED REMOVED 2 S.F. OF C~RAFFm 8 S.F. OF GRA~ITI 30 S.F. OF GRAFIqTI 2 S.F. OF GRAFFITI 6 S.F. OF GRAFFITI 230 S.F. OF GRP&'Iq 11 90 S.F. OF GRAFFITI 10 S.F. OF GRAFFITI 16 S.F. OF GRAFFITI 2,700 S.F. OF GRAFFITI TOTAL S.F. GRAFFrrl REMOVED 4,468 TOTAL LOCATIONS 34 DATE l 0A)2/01 10/02/01 10/04/01 10/04/01 lOI15/Ol 1015/0l 10/16/01 10/17R)l 10/17/01 10/17/01 10/18,{)1 10/18/01 10/18/01 10/18/01 10/19/01 10/19/01 10/22K} 1 10/22/01 10/22/01 10/22/01 10/22/01 10/23/01 10/23/01 10/23/01 10/23/01 CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DMSION SIGNS MONTH OF OCTOBER, 2001 LOCATION LORRAINE DRIVE AT CAMINO RUBANO AREA #3 VIA LA VIDA MARGARITA AT WINCHESTER AREA #3 VIA LA VIDA AT CALLE PALMAS CHERRY AT ADAMS MARGARITA SOUTH OF SANTIAGO SOLANA AT VIA LA VIDA AREA #3 OVERIAND EAST OF YNEZ PASEO BRILLIANTE AT MARGARITA AREA #3 28566 PUJOL STREET CAMINO HERENCIA AT CAM/NO CARUNA YNEZ ROAD TEMEKU HILLS TEMKEU HILLS TEMEKU HILLS TEMEKU HILLS DRIVER AT WEDGE TEMEKU HILLS TEMEKU AT LA SERENA TEMEKU HILLS TEMEKU HILLS WORK COMPLETED INSTAl .l .I~D R- 1 REPLACED 11 S.N.S. REPLACED 4 R26's REPLACED R7 REPLACED 37 S.N.S. REPLACED R- 1 INSTALLED W57, 2 "iT' MARKERS INSTALLED R2 45 REPLACED R- 1 -A REPLACED 16 S.N.S. REPLACED R-7 REPLACED R-1 REPLACED 8 S.N.S. REPLACED W- 17 INSTALL STREET NAME SIGNS 2 REPLACE R-26 8 INSTALL GOLF CART SIGNS 17 INSTALL GOLF CART SIGNS 30 INSTALL R-81A 2, R-81B-2 INSTALL R-26 COMBO 2 REPLACE R- 1 1 INSTALL GOLF CART SIGNS 20 REPLACE R-1 1 REPLACE R-26/COMBO 8 (FADED) INSTALL GOLF CART SIGNS 7 DATE 10/23/01 10/23/01 10/24/01 10/24/01 10/24/01 10/25/01 10/25/01 10/26/01 10/26/01 10/29/01 10/29/01 10/29/01 10/30/01 LOCATION TEMEKU HILLS MADISON AT McCABE AREA #2 AREA #2 & #3 AVENIDA CIMA DEL SOL AT VIA PESO DEL SOL AREA g4 AREA #3 AREA//4 AVENIDA SONOMA AND CORTE TOLANO AREA #4 CORTE SONORA AT VIA LOMAS VISTA PASEO DE LAS OLAS AT CALLE TAJO HISLOP AND BANANAL WORK COMPLETED INSTALL R-81B REPLACED R-1 I FADED REPLACE SIGNS 9 REPLACE SNS 32 REPLACE R-I 1 REPLACE SNS 13 REPLACE R-26 3; W-41 2 REPLACE SNS 20 REPLACE R- 1 1 REPLACE SNS 26 REPLACE R-1 1 REPLACE R-1 1 INSTALL R2-25 4 TOTAL SIGNS REPLACED TOTAL SIGNS UqSTAI,I,F~D TOTAL SIGNS REPAIRED 211 92 -O- DATE 10~3~1 10/15~1 1~15~1 I0~2~1 10~3~1 10~4~1 10/29~1 CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DIVISION RIGHT-OF-WAY TREE TRIMMING MONTH OF OCTOBER_, 2001 LOCATION VIA LA VID^ SOLANA WAY AT CALLE FUEGO CALLE PANTANO TEMEKU AT ROYAL BRIDGE YEMEKU HILLS AVENIDA SONOMA AT MARGARITA CORTE ANACAPA AT CALLE ARAGON WORK COMPLETED TRIMMED TRIMMED TRIMMED TRIMMED TRIMMED TRIMMED TRIMMED 10 R.O.W. TREES 2 R~O.W. TREES I R.O.W. TREES 2 R_O.W. TREES 12 R.O.W. TREES R.O.W. TREES R_O.W. TREES TOTAL ILO.W. TREES TRIMMED 27 DATE 10102/01 10/03/01 10,'D9/01 10/10,BI 10/15,,BI 10/16g)l 10/19/01 10/30,'D1 10/31/01 10/31/01 10/3 I,'D1 AREA #1 AREAS #1 AND #2 AREA #2 AREA #2 AREA #2 OLD TOWN 30318 MIRA LOMA AREA #3 44539 LAURINO AREA CITY WORK C1TY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DMSION CATCH BASIN MAINTENANCE MONTH OF OCTOBER, 2001 LOCATION WORK COMPLETED CI~ANED & CHECKED 44 CATCH BASINS CLEANED & CHECKED 40 CATCH BASINS CI~ANED & CHECKED 13 CATCH BASINS CLEANED & CHECKED 16 CATCH BASINS CLEANED & CHECK]~ 3 CATCH BASINS CLEANED & CHECKED 4 CATCH BASINS CLEANED & CHECKED 1 CATCH BASINS CLEANED & CHECKED 37 CATCH BASINS CLEANED & CHECKED 1 CATCH BASINS CLEANED & CHECKED 13 CATCH BASINS CLEANED & CHECKED 95 CATCH BASINS TOTAL CATCH BASINS CLEANED & CHECKED 267 CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DMSION RIGHT-OF-WAY WEED ABATEMENT MONTH OF OCTOBER, 2001 DATE 10~1~1 LOCATION JEFFERSON SOUTH OF CITY LII~TS WORK COIVIPI~ETED ABATED 7,200 S,F. R.O.W. WEEDS TOTAL S.F. R-O~W WEEDS ABATED 7v200 DATE 10/09/0 l 10,'D901 10/10/01 10/11/01 10/11/DI 10/16R)I 10/17/01 10/18/01 10/29/01 10/29/01 10/30/01 10/30/01 CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DMSION ASPHALT (POTHOLES) REPAIRS MONTH OF OCTOBER, 2001 LOCATION SCOPE OF WORK PALA ROAD NORTH OF LOMA LIN-DA PALA ROAD NORTH OF LOMALINDA PALA ROAD AT MASTERS & RAINBOW CANYON ROAD VIA NORTE AT MON'I~ VERDE ROAD MARGARITA AT SOLANA PALA ROAD PALA ROAD VINCENT MORAGA / FELIX VALDEZ PALA ROAD SOUTHBOUND AT MAS'I'EKS CALLE BAHIA VISTA AT RANCHO CALIFORNIA ROAD OVERLAND TRAIL 100' EAST OF REDHAWK PALA ROAD AT MASTERS A.C. OVERLAY A.C. OVERLAY A.C. OVERLAY A.C. OVERLAY A.C. OVERLAY A~C. OVERLAY A.C. OVERLAY A_C. OVERLAY A.C. OVERLAY POTHOLE POTHOLE A.C. OVERLAY 1,589 1,008 640 60 24 1,272 1,632 263 980 28 4 840 TOTAL TONS 4.5 1.5 4.5 5 3.5 4.5 TEMP AC TEMP AC 4.5 TOTAL S.F. OF REPAIRS 86M0 TOTAL TONS 36 DATE 10/02/01 10/08/01 10/08K) 1 10/09~) 1 10/10K)I 10/11/01 10/11~1 10/15~)1 10/17/01 10/18/01 10/22/01 10/23~)1 10~4~1 10~5~1 10~9~1 10~0/01 10B0~I 10BI~I CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DMSION STENCILS / STRIPING MONTH OF OCTOBER, 2001 LOCATION LORRAINE DRIVE AT CAMINO RUBANO CA/vfl~O ALAGON AREA #3 AREA #3 AREA #3 MARY PHILLIPS SENIOR CENTER SUNNY MEADOWS AT CORBIE STREET AREA #1 AREA #1 AREA #3 TEMEKU HILLS AREA #3 PAINTED PAINTED REPAINTED REPAINTED REPAINTED REPAINTED INSTALLED REPAINTED REPAINTED REPAIN'IED PAINTED INSTALL INSTALL REPAINT INSTALL TEMEICO H1LLS TEMEKU H1LLS TEMEKU HILLS HISLOP AND BANANAL AREA #3 AREA t/4 WORK COMPLETED STOP & BAR 384 L.F. RED CURB 28 LEGENDS 37 LEGENDS 26 LEGENDS 667 L.F. OF RED CURB YELLOW CORSSWALK 36 LEGENDS 28 LEGENDS 40 LEGENDS STOPS & BARS 23 25 LEGENDS 25 LEGENDS - 6 GOLF CART LEGENDS - 12 GOLF CART LEGENDS - 12 19 LEGENDS 4 LEGENDS 8 LEGENDS 22 LEGENDS TOTAL NEW & REPAINTED LEGENDS 329 NEW & REPAINTED RED CURB & STRIPING LF. 1~051 CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DIVISION SERVICE ORDER REQUEST LOG MONTH OF OCTOBER, 2001 DATE RECEIVED 10/01/01 lO/Ol/01 10/01/ol 10/01/01 10/01/01 10/02/01 10/02/01 10/02/01 10/03/01 10/03/01 10/03/01 10/04/01 10/05/01 10/05/01 10/05/01 10.08/01 10/09/01 10/09/01 10/09/01 10/10/01 10/10~1 10/10/01 10/10/01 10/11/01 LOCATION 30138 CORTE CANTERA 45680 PALMETTO 29952 CIMA DEL SOL 32203 CAMINO MAREA 448O0 LENALU ROAD CITY PARKING LOT CASALA COURT 29760 C~O DEL SOL 43600 SAN FERMIN PLACE 30462 MILKY WAY 30165 CORTE CARRIZO 3018~ MIRA LOMA 41572 ZINFANDEL 30047 VILLA ALTURAS 27625 J~FFERSON 32618 CLEAR VAIL 30184 MiRA LOMA DRIVE 30540 STARLIGHT RIDGE 44070 AVENIDA VERDE 30375 SENELA ROAD 43615 SAN FERMIN 27850 SYCAMORE MESA DRIVE 32755 HISLOP WAY 30398 SENELA PLACE REQUEST DATE WORK COMPLETED TREE TRIMMING 10/01/01 TREE TRIMMING 10/01/01 TREE TRIMMING 10/01/01 STORM DRAIN MAINTENANCE 10/01/01 STORM DRAIN MAINTENANCE 10/01/01 SIGN MAINTENANCE 10/02/0 1 DEBRIS IN ROAD 10/02/01 STORM DRAIN MAINTENANCE 10/02/01 S.N.S. M/SSING 10/03/01 TREE DOWN 10/03/01 SLOPE MAINTENANCE 10/03/01 TREE TRIMIVI]NG 10/04/0 1 STREET FAILURE 10/05/01 TREE TRIM/VmqG 10/05/01 TREE TRIMMING 10/05/01 DEBRIS PICK-UP 10/08/01 TREE TRIMMING 10/09/01 TREE TREATMEHT 10/090/01 FALLEN LIMB 10/09/01 TREE REMOVAL 10/10/01 S.N.S. MISSING 10/10/01 WEED ABATEMENT 10/10/01 SLURRY SEAL 10/10/01 TREE TRIMMING 10/11/01 DATE RECEIVED 1o/11/01 1o/11/Ol 1o/11/Ol lO/12/Ol 10/12/01 10/15/01 10/15/01 10/15/01 10/16/01 10/16/01 10/16/01 10;/16/01 10/17/01 10/17/01 10/18/01 10/18/01 10/19/01 10/19/01 10/19/01 10/22/01 10/22/01 10/22/01 10/23/01 10/23/01 10/24/01 10/24/01 10/24/01 10/24/01 10/24/01 10/24/01 LOCATION PREECE AT YNEZ 33172 CAMINO PIEDRA ROJO 41630 WINCHESTER COSMIC AT SANTA CECILIA LOW FLOW AT VIA MONTEZUMA 45566 MASTER DRIIVE 4~m STREET AT FRONT STREET 41050 AVENIDA VERDE 30055 LE VANDE 44872 CORTE ANTIGUA 30630 SOUTHERN CROSS 32281 CERCLE BEAUREGARD AMARITA WEST OF VIA RAMI 41785 ENTERPRISE CIRCLE SOUTH CAMINO HERENCIA AT CAMINO CARUNA 30318 IvliRA LOMA 42456 AGENA 32181 HIAWATHA COURT 30318 MIRA LOMA 45306 ESPLENDOR COURT MARGARITA AT SAN FERMIN 30942 RIVERTON 33055 ROMERS DRIVE 41799 CASCADES COURT 30165 CORTE CARRIZO 29863 VIA PUESTA DEL SOL 33263 CORTE YACA 27056 QUAIL SLOPE DRIVE 30511 SPICA COURT 30542 BAYI:III.I. DRIVE REQUEST DEBRIS PICK-UP DEBRIS ON SIDEWALK TREE TRIMMING TREE TRIMMING WATER IN LOW FLOW SIDEWALK REPAIR FENCE DOWN STANDING WATER TREE TRIMMING STANDING WATER SIDEWALK REP AIR DEBRIS REMOVAL TREE TRIMMING SIDEWALK CRACKED SIGN DOWN CLEAN CATCH BASIN TREE TRIMMING TREE TRIMMING CATCH BASIN TREE REMOVAL SNS MISSING DEAD TREE DEAD TREE USA MARKING REMOVAL TRASH STREET NAME SIGN TREE REMOVAL DYING TREE TREE TRIMMING TREE TR1MMING DATE WORK COMPLETED 1~11/01 10/12/01 1~15/01 1~15/01 1~15/01 10/2~01 1~19/01 1~19/01 10/22/01 10/22/01 10/23/01 10/23/01 10/23/01 10/24/01 10/25/01 10/29/01 10/29/01 10/29/01 DATE RECEIVED 10/25~)1 10/25/01 10/26/D 1 10/26/01 10/26/D 1 10/26/D 1 10/29~31 10/29/D 1 10/29/D1 10/29/D 1 10/30/01 10/30/01 10/30/DI 10/31/01 10/31/01 10/31/01 LOCATION 41854 CARLETON WAY 30511 SPICA COURT 43208 MATERA COURT 30566 SPICA COURT ASTEROID & COSMIC WINCHESTER AT DIAZ RANCHO CALIFORNIA ROAD & MARGARITA RANCHO VISTA AT MARGARITA 41715 BOREALIS 32893 HUPA DRIVE 31476 BRITTON CIRCLE 44539 LAURIANO DRIVE 43130 CORTE LANDEROS DE PORTOLA EAST OF BU'I TERFIELD STAGE 42176 COSMIC DRIVE 30170 SANTA CECILIA REQUEST NEIGHBORHOOD WATCH SIGN TREE TRIMMING TREE TREE PEDESTRIAN CROSSING POTHOLE TRASH BAD ODOR CATCH BASIN SIGN DEBRIS TREE WATER LEAK DATE WORK COMPLETED 10/30~1 10~9~1 10~9~1 10~9~1 10~9~1 10~9~1 10~9/01 10~9~1 10~9/01 10/30~1 10/31~1 10/31~1 10/30~1 10/31~1 10/31~1 10~1~1 TOTAL SERVICE ORDER REQUESTS 70 CAPITAL IMPROVEMENT PROJECTS Monthly 4ctivity Report October / November 2001 Prepared By: Amer Attar Submitted by: William G. Hughes Date: November 27,2001 PROJECTS UNDER CONSTRUCTION 1. First Street Bridge This project will construct First Street from Pujol Street to Old Town Front Street, including the construction of a bridge over Murrieta Creek and the realignment of Santiago Road. Contractor has finished the final punch list items on the street portion of the work, Construction of the EMWD lffi station is complete with only punch list items to remain. Contractor and EMWD are working out the final CCO amount. 2. Murrieta Creek Crossing Between Winchester and Rancho California Road - Low-flow Crossing at Via Montezuma This project will construct a low-flow crossing of Murrieta Creek connecting Diaz and Del Rio at Via Montezuma. In addition, this project will rehabilitate the street of Via Montezuma. This project is complete. Recording a conservation easement is in progress for the mitigation of the disturbed area. Draf~ Document was sent to the ACOE, Fish & Game and RWQCB for review on 10/31/01. 3. City Maintenance Facility Alterations, Phase 11I This project will modify the existing two story masonry block building to accommodate a new second floor o£ office space over the existing two-story maintenance bay, including the installation of an elevator, and two new second floor restrooms. Building modifications are nearly complete with the first phase of staff scheduled to occupy the building the week of November 26th. Elevator parts are on back order with the subcontractor scheduled to complete the work by the second week of December. Project is currently scheduled to be complete by mid December. 4. Margarita Road Widening, Pauba Road to Dartolo Road This project will widen Margarita Road fi'om Pio Pico to Dartolo Road and re-landscape the medians from De Portola to SR 79 South. Included with this project is the pavement rehabilitation of Phase II (Pauba Road to Plo Pico. The contractor has completed the street work, with some minor punch list items still remaining. The project is in the 65-Working Days Maintenance period, which began on October 8, 2001. 5. Traffic Signal installation at Stonewood and Margarita A traffic signaI will be installed at the intersection of Margarita Road and Stonewood Drive. This project is complete. City Council is expected to accept the project at the Nov. 27, 2001 meeting. 6. Pavement Management System, Jefferson Avenue This project will rehabilitate Jefferson Avenue from the northerly City limits to Overland Drive. The contractor RNVlonthlyActivityReport\CIP~2001 \October doc has completed the work for this project. It is scheduled for City Council acceptance on Nov. 27, 2001. 7. Senior Center Expansion The expansion will include an addition of 3000 square feet to the existing building. The expansion will be for recreational, office, and meeting purposes. A contract was awarded to R. Moody Construction on June 26 in the amount of $508,500. Expansion will include the addition of 3000 square feet of building area for recreational, office and meeting purposes. Wood framing is complete. HVAC ductwork and insulation installation are underway to be followed by installation of interior drywall and exterior rooting, wood siding and brick veneer. Scheduled completion is set for early January 2002. 8. Pavement Management System- Citywide This project will involve rehabilitating the pavement of various streets in the City for FY 2000-01. McLaughlin Engineering and Mining Corp. was awarded a contract at the June 26 Council meeting in the amount of $2,073,000. The roads scheduled for construction are Rancho California Road, Mira Loma Drive, La Paz Road, Winchester Road (Between Diaz and Enterprise Cimle West), Southbound Ynez Road (Between Winchester and Overland), Main Street, Enterprise Circle West (South of Winchester), and Overland Drive (Between Margarita and Ynez). The Contractor has completed all of the work for this project and the final invoice has been submitted for payment. 9. AC Street Repairs- FY2001 This project will rehabilitate and reconstruct selected City streets. Cunningham Davis was awarded the contract at the June 26 Council meeting in the amount of$117,000. The roads scheduled for construction are Margarita Road at Avenida Cima Del Sol, Jefferson Avenue at Del Rio, Overland Drive at Commerce Center, Enterprise Cimle West at Rider Way, and Diaz Road at Rancho Way. The Contractor has completed most of the work for this project. Minor striping and punch list items are all that remain. 10. Chaparral High School Swimming Pool A 25-yard x 25-meter pool will be built at Chaparral High School. The facility will include a smaller recreation pool component and a bathhouse with locker room facilities, restrooms and showers. Spray-type play equipment will be included as an element in the base construction bid. The slabs for the two buildings have been poured and the block work for the walls will began on Monday, November 19. The tile work on the pools has begun, and much of the underground work is nearing completion. 11. Starlight Ridge Southern Cross Road Sidewalk Project This Project will install approximately one half mile of sidewalk along the northwest side of Southern Cross Road. This project is complete. Notice of Completion is going to the City Council on 12/11/01. 12. Emergency Generator - City Hall & City Yard This project will install an emergency generator for City Hall. Contractor is ready to install Generator. City waiting to present enclosure plans to Business Park Association. Upon BPA approval Construction will begin. 13. Long Canyon Detention Basin 5-yr Habitat Maintenance Under this project, the Long Canyon Detention Basin will be planted and maintained for five years. Contractor began grading. Irrigation system and planting should be complete by the end of the year. 2 R:~vlonthlyActivityReport\ClPX2001 ~October.doc 14. 1-15 Northbound On-Ramp Widening at Winchester Road This project will re-stripe westbound Winchester Road from Ynez Road to I- 15 northbound on-ramp to allow for a better flow of traffic. Bids were opened on 11/15/01. The lowest bidder is DBX, inc. with a bid of $32,390. Award of contract is scheduled for 11/27/01. PROJECTS BEING ADVERTISED FOR BIDS NONE PROJECTS IN DESIGN 1. Pala Road Improvements - Phase II (79 South to Pechanga Road) This project will widen Pala Road to its ultimate width from the Pala Road Bridge to Pechanga road. Plan check comments (70% Submittal) were returned to the consultant. Work is proceeding on the remainder of the design. The approval of Wolf Creek Drainage Basin Study by RCFC & WCD has been delayed because hydrology studies upstream of Wolf Creek require prior approval from RCFC & WCD. Staffwill be using an appraiser to assist in the preparation of the real estate appraisal report. The project is funded for design only at this time. 2. Rancho California Road Bridge Widening Over Murrieta Creek This project will widen Rancho California Bridge over Murrieta Creek to provide four additional traffic lanes. Consultant is investigating potential lateral spreading and scour and ways to mitigate these impacts. 90% drawings will be submitted shortly after the analysis is complete. 3. Temecula Library A full service library, approximately 34,000 square feet in area, will be designed and built on Pauba Road,just west of Fire Station #84. This prOJect will provide the community with library resources and services. The design is progressing on schedule. Utility services construction is being coordinated with Pauba Road, Phase II project. Staff returned checked plans to architect on 8/28/01. Architect is working on the final plans. A final review between the City and the amhitect was held on 10/16/01. Utility services construction will be coordinated with Pauba Road, Phase II Street Improvements. 4. Pauba Road Improvements - Phase H (Margarita Road to Showalter Road) This project will widen Pauba Road from Showaltcr tojust west of Margarita Road to its ultimate width. The project is in design and the work is being coordinated with design of the library project. All utility issues are being addressed. 90% design plans were submitted to the City for review. Plans and specs were reviewed by staff and were returned to Consultant for completion of final design plans. Final plans is to be submitted to the City during the next period 3 R:~VlonthlyActivi~yReport\CIP~2001 \October.doc 5. Murrieta Creek Bridge - Overland Drive Extension to Diaz This project will entail alignment studies and the design of an extension of Overland Drive, westerly to Diaz Road, which includes a new bridge ovcr Murrieta Creek. The project includes the widening of Overland Drive from Jefferson Avenue to Comanerce Center Drive, and the extension of Overland Drive across Mumeta Creek to Diaz Road. PDC has completed the alignment study and staff has reviewed copies of the preliminary plans. Staff sent comments to the consultant regarding the negative declaration to revise the environmental documents. 6. New Temecula Sports Complex A new 40+ Acres sports complex will be built on Pala Road at Wolf Valley. A soils report was completed and forwarded to the City. The soils report indicated substantial and costly removals. Staff is evaluating options on preparing the site or choosing a different site. The consultant, RJM Design is finishing up the preliminary master plan of the sports complex. 7. Fire Station - Wolf Creek Site A full service fire station will be constructed in the Wolf Creek development area. The architect is to complete preliminary design for DRC in the next 2-3 weeks. Site is to be finalized with and coordinated by Wolf Creek Developer. 8. Diaz Road Realignment Under this project, Diaz Road will be realigned to Vincent Moraga Road at Rancho California Road. Business Park Drive will be a T-intersection at Diaz. City staff is currently designing the project. Anticipated design completion is scheduled for January 2002. 9. Rancho California Road Median Modifications at Town Center The project will include the closing of the two median openings on Rancho California Road in front of the Town Center, while lengthening the left turn lanes at Ynez Road, Town Center Drive, and Via Los Colinas to improve traffic circulation. The design is 90% complete with the exception of the landscaping. Landscaping design is currently at 50% completion. 10. Rancho California Road Widening at Ynez Road (Add right turn lane to westbound lanes) This project will add a right turn lane on westbound Rancho California Road at Ynez Road. Right of way acquisition at the northeast comer of Rancho California and Ynez will be required. In-house design is 90% complete. 11. Landscaping and Sidewalk On 79 South (Front Street to Pala Road) The project consists of the design and construction of new sidewalk, landscaping, and irrigation along the south side of State Highway 79 South between Pala Road and Old Town Front Street. A design consultant has been selected and an agenda report to approve the design agreement is scheduled for the November 27, 2001 Council meeting. 12. Alignment Study for Murrieta Creek Bridge Between Winchester Road and Temecula's City Limits and Diaz Road Extension This study will determine the alignment and location of the Murrieta Creek crossing between Winchester Road 4 R:hMonthlyActivityReport\CIPL2001 \October.doc to the northern City Limits. In addition, the study will be combined with the Diaz Road Extension alignment study and design. Coordination with the City of Murrieta, Flood Control and Army Corps of Engineers is necessary. The Consultant and Staff met with Riverside County Flood Control to discuss possible alignments. The consultant is currently working on the first draft of the alignment study. 13. Traffic Signals Modifications at Pala Road and Loma Linda, and at Pala Road and Wolf Valley Two traffic signals will be modified to accommodate the road interim widening. Wildan, the City's consultant is updating the signal modification plans. PROJECTS THAT ARE SUSPENDED OR ON-HOLD 1. Margarita Road/Winchester Road Intersection Improvements Project is on hold. Under this project, an additional left turn from eastbound Winchester to northbound Margarita will be added in order to accommodate increasing traffic volumes. Design is 50% complete. Project will require a Caltrans encroachment permit. 2. Pujol Street Sidewalk Improvements - Phase I1 This project will complete the knuckle at the intersection of Sixth Street and Felix Valdez. The project is on hold. 3. Winchester Road Widening Between Enterprise Circle and Jefferson This project will add a right turn lane from Eastbound Winchester to Southbound Jefferson, starting at Enterprise Circle, O'Malley Engineering Corporation has provided the design survey data. Project is on hold. 4. Pala Road Interim Improvements - (Widening to accommodate four lanes from Loma Linda Bridge to Wolf Valley) Pala Road Interim Improvements (58 feet in width) will be completed with the second phase of construction of the Pala Road Trunk Sewer (Pechanga Development Corporation project). An encroachment permit was issued for the construction of the trunk sewer and the interim street improvements. Traffic signal and striping plans are complete. The construction of Pala Road Trunk Sewer (Phase Two) by thc Pechanga Development Corporation from Clubhouse Drive to the new Pechanga Casino Driveway (600 feet southeast of Wolf Valley Road) started November 6, 2000 and the approximate completion date is Spring 2001. The interim project is on hold due to environmental constraints. 5. Santa Gertrudis Bridge Widening at 1-15 This is Phase Il of the Southbound Auxiliary Lane project at the southbound exit ramp for Winchester Road. This project will widen the 1-15 southbound exit-ramp at the Santa Gertrudis Creek Bridge to provide an additional lane on the exit ramp just north of Winchester Road. Staff is revisiting the merits of this project in light of the proposed Project Study Report for Cherry Street Interchange. The study shows that this bridge may have to be removed in the future to accommodate the Cherry Street Interchange. This project is suspended indefinitely. 5 R:~vlonthlyActivityReport\ClPX2001 \October doc 6. Santiago Road/Ynez Road Intersection Improvements This project will widen, realign, and adjust the traffic signal timing of the existing intersection. This project has been delayed indefinitely. The Traffic Division completed some minor striping and signal adjustments that improved traffic movement through the intersection. 6 R:\MonthlyActivityReport~CIP~2001 \October.doc f~ I'- Z LU U.I 0 ._1 I-- ~l.U --0 O. I-- I,LI 0 _1 I- I,IJ APPROVAL ,~.~ CITY ATTORNEY //' DIRECTOR OF FINAN~.~__~.~ CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council Jim Domenoe, Chief of Police November 27, 2001 Monthly Departmental Report The following report reflects special teams, traffic enfomement and miscellaneous activity occurring during October of 2001. The Police Department responded to forty "priority one" calls for service during the month of October, with an average response time of approximately 4.3 minutes. A total of 3,847 calls for police service were generated in the City of Temecula during the month. During the month of October, the Temecula Police Department's Town Center Storefront served a total of 208 customers. This month, forty-seven sets of fingerprints were taken, forty-eight people filed police reports, seventeen people had citations signed off and ten oversize vehicle permits were issued. Crime Prevention Officer Lynn Fanene participated in a number of special events and community-oriented programs during the month. Officer Fanene conducted five Crime Prevention workshops/presentations. He also provided two tours of the station facility and coordinated requests for patrol ride-a-longs. Additionally, he continued to provide residential and business security surveys/visits and past crime follow-up. Officer Fanene also continued to process City Planning Department submissions of site plans/conditions. The POP Team continued to work on the "Crime Free Multi-Housing" project. At this time there is 70% compliance with this program across the City. The team continued their Warrant Apprehension Program during the month, which resulted in two felony arrests and eight misdemeanor arrests. The POP Team continued with their proactive patrol efforts and made two additional felony arrests and thirteen misdemeanor arrests during the month of October. An additional two-person POP Team was added on October 31st. Officers Lisa McConnell and Rachel Frost were selected for the positions, and will be working with Officers Quinata and Pierson. One of the POP Teams will work out of the Old Town Storefront, while the other will be based in the Town Center Storefront. These two POP Teams will be known as POP II (Officers Quinata and Frost) and POP III (Officers McConnell and Pierson). The Old Town Storefrent serves as an office for one of the POP teams and a location to assist the public with police services. This has greatly increased their availability to serve the Old Town area. During October, the Old Town Storefront served 107 customers. Seven sets of fingerprints were taken, six reports were written, and seven citations were signed off. Monthly Departmental Report Page 2 The traffic team reported that during the month of October there were 811 citations issued for hazardous violations, 199 citations were issued for non-hazardous violations and 117 parking citations were issued. During the month there were twenty-five injury traffic collisions, fifty-eight non- injury collisions were reported and twenty-six drivers were arrested for DUI. One fatal traffic collision also occurred on October 31st. This single vehicle accident can be attributed to a mechanical failure of the involved vehicle's brakes. The Neighborhood Enforcement Team (NET) program resulted in thirty-six citations being issued. This program addresses traffic concerns in residential neighborhoods with a dedicated motor officer. The SLAP program (Stop Light Abuse Program) resulted in 120 citations being issued. During the month of October, the POP officers assigned to the Promenade Mall handled a total of 130 calls for service. The majority of these calls were for shoplifting investigations. During the month, calls and on-sight activity resulted in the criminal arrest and filings on ten misdemeanors and five felony cases for various offenses. Four citations were also issued. Officers Robles and Rupe continued to provide training to security staff during the month. The mall officers continued to work on vehicle theft and burglary programs, and no vehicle burglaries or vehicle thefts occurred during the month. The posse also increased their presence around the mall on weekends with extra patrols of the parking areas. The five school resource officers continued to remain active during October. They conducted a total of forty school presentations. The topics of these presentations ranged from "Stranger Danger" to "Inhalants" to "Drugs/Alcohol." The school resource officers also conducted many counseling sessions with students. Three misdemeanor arrests for petty theft and one felony arrest for burglary were made during the month. A total of seventy investigations/reports were conducted/written by the school resource officers during October. The JOLT program (Juvenile Offender Law Enforcement Program) continues to be a success in part through its Youth Court program. Officer Sherry Adams conducted the 75th Youth Court session. She also made an excellent presentation to BJA representatives from the Department of Justice. The Temecula JOLT Program was one of 43 programs selected from the more than 3400 nationwide BJA Grant programs because of its creativity and success within the community. Representatives from Washington D.C. were investigating the success of the program so that it could possibly be duplicated in other communities. The JOLT officer assisted at other schools when needed and conducted follow-ups with parents of juveniles in the JOLT program. Officer Adams continued to work with "at risk" juveniles throughout the month and also conducted counseling sessions with their parents. She also assisted the District Attorneys Office and the Probation Department by providing training during home visits with incorrigible/at risk juveniles. Officer Adams also made seven felony arrests during the month of October. During the month of October, the Special Enforcement Team (SET Team) of Officers Todd Pauling and John Morin handled a total of forty-three cases. These cases resulted in twenty-six misdemeanor and seventeen felony arrests, primarily for narcotics violations. This team continues to work street level narcotics and specialty patrol within the city on a pre-active basis. During this month the team was involved with registering narcotics offenders and conducting parole and probation searches. During the month of October, Officers Morin and Pauling wrote and served two search warrants for narcotics violations. The warrants resulted in the seizure of more than 4.5 grams of methamphetamine, twenty pounds of marijuana, about fifty-two additional marijuana plants and several items of drug paraphernalia. Volunteers from the community continue to be an integral part of the Temecula Police Department's staff. Under the guidance of volunteer coordinator Officer Eric Albert and assistant coordinator Gayle Gerrish, the Police Department's volunteer staff contributed 780 hours of service in October. Monthly Departmental Report Page 3 Volunteer assignments include computer data input, logistics support, special event assistance and telephone answering duties. The CommunityAction Policing (CAP) Program began its academy on Saturday, October 20th. This academy is now scheduled to conclude on Saturday, December 1st, at which time the nine participating volunteer graduates will become available to assist and augment patrol officers within the City. Some of the duties these volunteers will be responsible for are vacation checks, business checks, special events, abandoned vehicles and traffic control. The goal of the program is high visibility, which prevents crime from occurring. These volunteers will also have the ability to report suspicious activities and persons directly, via police radio, to sworn officers. The reserve officer program and mounted posse are additional valuable volunteer resources available to the police department. The police department utilizes reserve officers to assist with patrol, traffic enforcement, crime prevention, off road vehicle enforcement and a variety of special functions. Reserve police officers worked a total of 175.5 hours during the month of October (41 hours were specifically spent on patrol in Temecula). CITY A'I-I'ORNEY /~'//vvg/ DIRECTOR OF FINANC~ ~ _ CITY MANAGER ~ /"" TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council Howard Windsor, City Fire Chiefd-~ November 27, 2001 Monthly Departmental Report RECOMMENDATION: Attached for City Councils review and filing is the Fire Department's Monthly Activity Report for the month of October 2001. Response Statistics for OCTOBER, 2001 Structure Fire Vegetation Fire Vehicle Fire Fire - Other Medical Aid Traffic Collisions Fire Menace Standby Public Service Hazmat Ringing Alarm TOTAL Assists/Covers Responses Outside of the City Station Station Stalion Slalion TOTAL YTD 12 73 83 84 10 3 5 2 20 247 9 4 1 1 15 149 6 3 4 3 16 111 2 2 I 0 5 95 81 65 49 95 290 2660 9 6 5 11 31 632 8 3 3 11 25 140 3 8 7 5 23 213 2 0 0 0 2 N/A 30 36 11 0 77 365 160 130 86 128 504 N/A 0 0 1 0 N/A N/A 1 37 69 45 N/A N/A *Due to changes to slatistic format and items re~orded, the YTD total will not be accurate. Medic Squad 84 Response Statistics Monlh Emi Medical Aids 189 1761 Traffic Collisions 35 437 Public Service Assists 7 64 Fire Menace Standby's 0 18 Structure Fires 2 60 Ringing Alarm 24 259 Vegetation Fire 1 13 Vehicle Fire 3 10 Refuse Fire 0 10 Hazmat 0 6 TOTAL 261 2638 Medic Squad 84 Time Statistics Monlh E n d 5.25 16 min Average Response Time Longest Response Time Medic Squad Cancelled Prior to Patient Contact 78 Average Wait Time for AMR 4.7 min Medic Squad on Scene Prior to AMR - Medical Aids and Traffic Collisions 136 Performed *ALS prior to AMR's Arrival 36 *ALS - Advanced Lite Support N/A N/A 779 N/A 1014 386 Personnel 1 - Battalion Chief/Fire Marshal 3 - Fire Safety Specialist Fire Prevention 1 - Captain/Deputy Fire Marshal 3 - Fire System Inspectors 1 - Office Technician III Fire Plan Check Statistics Fire Plan Check Building TI Fire Plan Check Building Fire Plan Check Misc. Fire Under Ground Water Plan Check Fire Over or Under Ground Tank Plan Check Fire Sprinkler NCOM Plan Check Fire Sprinkler TI Plan Check Fire Hood Duct Plan Check Fire Spray Booth Plan Check Fire Special Suppression Plan Check Fire Alarm Plan Check Planning Case Plan Review Fire Code Permits TOTAL End 25 18 6 19 1 10 15 0 3 0 12 25 0 134 YTD 242 154 238 104 6 90 94 21 6 1 96 212 6 1270 Fire Prevention (Continued) Fire Inspection Statistics Fire Prevention Final Fire Prevention Shell Fire-Underground Hydro Fire Thrust Block Fire Over Head Hydro Fire Flow Fire Flush Fire Sprinkler Final Fire Weld Inspection Fire Hood Duct Final Fire Pre- Wire Fire Alarm Final Fire Spray Booth Final Fire Safety Inspection Fire State Mandated Inspection Fire Special Events Inspection Fire Piping Hydro Fire Shear Valves Fire Over/Under Tank Final Fire Special Suppression System Fire Special Project Investigations Fire Administrative - Meetings etc... Fire Misc. Inspections Engine Co. Follow Up Enforcemem TOTAL Month End 17 21 12 11 10 1 6 14 1 l l 17 0 14 0 2 0 0 2 0 0 0 0 0 130 Y'I' 1) 167 128 $1 45 95 5 28 124 25 21 41 117 3 104 14 2 2 7 1 0 0 21 10 1042