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HomeMy WebLinkAbout092303 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 35.102.3,5.104 ADA Title ~1] AGENDA TEMECULA CITY COUNCIL A REGULAR MEETING CITY COUNCIL CHAMBERS 43200 BUSINESS PARK DRIVE SEPTEMBER 23, 2003 - 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 10:00 P.M. 6:00 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 54956.8 regarding real property acquisition at (APN 922-032-015, located at the NEC of Main and Mercedes; APN 922-041-008, 009, 010, located at the SEC of Main and Mercedes; and APN 922-041-014, located on the N/S of 3rd Street, adjacent to the freeway.) Under negotiation is the price and terms of the real property interests. The negotiating parties are the City of Temecula/Redevelopment Agency and Corinne Freeman, John Moramarco, and Robert Timberlake. The City negotiators are Shawn Nelson, Jim O'Grady, and John Meyer. # Conference with City Attorney and legal counsel pursuant to Government Code Section 54956.8 regarding real estate negotiations for the acquisition of a portion of the following properties for right of way for Winchester Road: 1) 40975 Winchester Road (Byron and Patricia Sampson); 2) 40971 Winchester Road (Kelly and Debra O'Nei!); 3) 40967 Winchester Road (Anthony and Denise Young); and 4) 40963 Winchester Road (Gary and Brenda Willard). Under negotiation are the price and terms of the acquisition. The negotiating parties are the City of Temecula and Byron and Patricia Sampson, Kelly and Debra O'Neil, Anthony and Denice Young, Gary and Brenda Willard. The City negotiators are Shawn Nelson, Bill Hughes, and Gina Danner. Conference with City Attorney and legal counsel pursuant to Government Code Section 54956.9(c) with respect to one matter of whether to initiate litigation. With respect to this matter, the City Attorney has determined that a point has been reached where there is a significant exposure to litigation involving the City based on existing facts and circumstances and the City will decide whether to initiate litigation. Public Information concerning existing litigation between the City and various parties may be acquired by reviewing the public documents held by the City Clerk. R:~Agenda\092303 1 CALL TO ORDER: Prelude Music: Invocation: Flag Salute: ROLL CALL: Next in Order: Ordinance: No. 2003-12 Resolution: No. 2003-135 Mayor Jeff Stone Margaret Bird Reverend Jerry Hangen of Grace Presbyterian Church Councilman Roberts Comerchero, Naggar, Pratt, Roberts, Stone PRESENTATIONS/PROCLAMATIONS Presentation of the Platinum Lunq Award to the City by the County Health DepartmentJLunq Association 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 filed 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 NOTICETOTHEPUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the City Council request specific items be removed from the Consent Calendar for separate action. Standard Ordinance and Resolution Adoption Procedure RECOMMENDATION: 1.1 Motion to waive the reading of the text of all ordinances and resolutions included in the agenda. R:~Agenda\092303 2 2 Minutes RECOMMENDATION: 2.1 Approve the minutes of August 26, 2003. Resolution approving List of Demands RECOMMENDATION: 3.1 Adopt a resolution entitled: 4 RESOLUTION NO. 03- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A Financial Statements for the Fiscal Year ended June 30, 2003 RECOMMENDATION: 4.1 Receive and file the Financial Statements for the Fiscal Year ended June 30, 2003; 4.2 Approve an increase in: · Development Impact Fee estimated interest revenue in the amount of $228,0O0 · AB 3229 COPS estimated revenue in the amount of $12,000 · Capital Improvement Program estimated interest revenue in the amount of $384,000 4.3 Approve a budget transfer of $3,800 to City Council Department from PW Department; 4.4 Approve a budget transfer of $400,000 to Police Department from PW Department; 4.5 Approve an appropriation for AB 3229 COPS Fund in the amount of $12,000. City Council Meeting Schedule - October 2003 RECOMMENDATION: 5.1 Reschedule the October 14, 2003, City Council meeting to Wednesday, October 22, 2003 and to perform the appropriate postings and noticing requirements of the Government Code. R:~Agenda~092303 3 6 Mana.qement Compensation Plan Amendment RECOMMENDATION: 6.1 Adopt an amendment to add the following positions to the Management Compensation Plan: Director of Information Systems (formerly IS Manager), Information Systems Administrator, and GIS Administrator; 6.2 Adopt an amendment to the Management Compensation Plan to allow City Councilmembers or management employees to participate in an alternate, City- approved retirement plan, as allowable by law. Extension of Contract for Union Bank Bankin,q Services RECOMMENDATION: 7.1 Approve a four-year extension of the City's contract for banking services with Union Bank of California, N.A.; 7.2 Authorize the City Manager and City Attorney to execute all necessary agreements. Sponsorship request for the Good Old Days Car Show RECOMMENDATION: 8.1 Approve funding for the Good Old Days Car Show for actual City support costs, which are estimated to be approximately $40,000; 8.2 Approve the Good Old Days Car Show sponsorship agreement with Central Coast Productions in substantial form with the final agreement being subject to approval by the City Attorney and authorize the Mayor to execute the agreement. Consultant Services Agreement for Enqineerinq Desiqn Services for Jefferson Avenue Pavement Rehabilitation - Phase II from south of Overland Drive to Rancho California Road - Project PW02-26 RECOMMENDATION: 9.1 Approve an amendment with AEI CASC Engineering in an amount not to exceed $85,611.00 to design Jefferson Avenue Pavement Rehabilitation - Phase II from south of Overland Drive to Rancho California Road - Project No. PW02-26 - and authorize the Mayor to execute the agreement; 9.2 Authorize the City Manager to approve change orders not to exceed the contingency amount of $8,561.10 which is equal to 10% of the agreement amount. R:~Agenda\092303 4 10 11 Amendment No. 3 to the Agreement between the City and Michael Brandman Associates for Professional Environmental Enqineerin.q Services for Pechanqa Parkway Phase II Improvements - Proiect No. PW99-11 RECOMMENDATION: 10.1 Approve Amendment No. 3 to the agreement with Michael Brandman Associates to provide professional engineering services for the Pechanga Parkway Phase II improvements - Project No. PW99-11 -for an amount not to exceed $26,300.00 and authorize the Mayor to execute the agreement. Amendment to the Professional Services Agreement with Project Desiqn Consultants for En.qineerinq Design Services for the Murrieta Creek Bridge and Overland Drive Extension from Diaz Road to Commerce Center Drive - Project No. PW00-26 RECOMMENDATION: 11.1 Approve an acceleration of $170,000 from the Capital Improvement Program Budget for FY2004-2005 to the current FY2003-2004 budget for the Murrieta Creek Bridge and Overland Drive Extension - Project No. PW00-26; 11.2 Approve the amendment to the agreement with Project Design Consultants to provide professional design services in an amount not to exceed $370,200.00 and authorize the Mayor to execute the agreement; 11.3 Authorize the City Manager to approve amendments to the agreement not to exceed the contingency amount of $37,020.00 which is equal to 10% of the amendment total. 12 Authorize Temporary Padial Street Closures for Race for the Cure Event on October 19, 2003, in the Promenade Mall area (located at Marqarita Road, Overland Ddve, Ynez Road, and Solana Way) RECOMMENDATION: 12.1 Adopt a resolution entitled: RESOLUTION NO. 03- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, CALIFORNIA, AUTHORIZING PARTIAL STREET CLOSURES FOR INLAND EMPIRE RACE FOR THE CURE EVENT ON OCTOBER 19, 2003, AND AUTHORIZING THE CITY ENGINEER TO ISSUE PERMITS FOR THIS SPECIFIC SPECIAL EVENT R:~Agenda\092303 5 13 14 Resolution of Support for Local Government Ballot Initiative (at the request of Councilman Comerchero) RECOMMENDATION: 13.1 Adopt a resolution entitled: RESOLUTION NO. 03- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA SUPPORTING A STATEWIDE BALLOT INITIATIVE TO REQUIRE VOTER APPROVAL BEFORE STATE GOVERNMENT MAY TAKE LOCAL TAX FUNDS Tract Map No. 29353-2 (located south of Murrieta Hot Sprinqs Road and west of the Metropolitan Water District Fee Riqht-of-Way within the Roripauqh Ranch Specific Plan RECOMMENDATION: 14.1 Approve the Agreement to defer completion of conditions of approval until after recordation of Final Map for Tract Map No. 29353-2 (Roripaugh Ranch Specific Plan); 14.2 Approve Tract Map No. 29353-2 in conformance with the conditions of approval; 14.3 Approve the Subdivision Improvement Agreement; 14.4 Approve the Subdivision Monument Agreement and accept the Faithful Performance Bond, Labor and Material Bond, and Monument Bond as security for the agreements. RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF THE TEMECULA COMMUNITY SERVICES DISTRICT, THE CITY OF TEMECULA REDEVELOPMENT AGENCY, TEMECULA PUBLIC FINANCING AUTHORITY, AND TEMECULA PUBLIC FACILITIES FINANCING CORPORATION R:~Agenda\092303 6 CALL TO ORDER: President Jeff Comerchero ROLL CALL: DIRECTORS: PUBLIC COMMENTS Next in Order: Ordinance: No. CSD 2003-01 Resolution: No. CSD 2003-17 Naggar, Pratt, Roberts, Stone, Comerchero 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 no~t 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 2 Financial Statements for the Fiscal Year ended June 30, 2003 RECOMMENDATION: 1.1 Receive and file the Financial Statements for the Fiscal Year ended June 30, 2003. Reduction of Retention - R.E. Fleming Construction, Inc. - Children's Museum Buildinq Shell Improvements- Project No. PW02-01CSD RECOMMENDATION: 2.1 Approve the release of retention for the construction contract with R.E. Fleming Construction, Inc. less any monies withheld pursuant to law. R:~Agenda\092303 7 3 Ratification of Election Results - Harveston Specific Plan No. 13 RECOMMENDATION: 3.1 Adopt a resolution entitled: RESOLUTION NO, CSD 03- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF TEMECULA COMMUNITY SERVICES DISTRICT RECITING THE FACT OF THE SPECIAL TEMECULA COMMUNITY SERVICES DISTRICT MAIL-IN BALLOT ELECTION HELD ON SEPTEMBER 10, 2003 DECLARING THE RESULTS AND SUCH OTHER MATTERS AS PROVIDED BY LAW DEPARTMENTAL REPORT DIRECTOR OF COMMUNITY SERVICES REPORT GENERAL MANAGER'S REPORT BOARD OF DIRECTORS' REPORTS ADJOURNMENT Next regular meeting: Tuesday, October 22, 2003, 7:00 PM, City Council Chambers, 43200 Business Park Drive, Temecula, California. R:~Agenda\092303 8 Next in Order: Ordinance: No. RDA 2003-01 Resolution: No. RDA 2003-17 CALL TO ORDER: Chairperson Ron Roberts ROLL CALL 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 no__t 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 Financial Statements for the Fiscal Year ended June 30, 2003 RECOMMENDATION: 1.1 Receive and file the Financial Statements for the Fiscal Year ended June 30, 2003; 1.2 Approve an appropriation of $1,200 for the Service Level R emergency road maintenance; 1.3 Approve an appropriation of $18,000 for the TCSD Debt Service Fund operating transfers out. 2 Lease of ARency Property - 275000 Jefferson Avenue RECOMMENDATION: 2.1 Approve a two-year lease agreement with Mattcor Enterprises, doing business as Kia World, for property located at 27500 Jefferson Avenue. R:~Agenda\092303 9 AGENCY BUSINESS 3 Second Amendment to the Exclusive Neqotiation Aqreement with AGK Group, LLC RECOMMENDATION: 1.1 Approve the Second Amendment to the Exclusive Negotiating Agreement between Agency and AGK Group, LLC. DEPARTMENTAL REPORT EXECUTIVE DIRECTOR'S REPORT AGENCY MEMBERS' REPORTS ADJOURNMENT Next regular meeting: Tuesday, October 22, 2003, City Council Chambers, 43200 Business Park Drive, Temecula, California. R:~Agenda\092303 10 Next in Order: Ordinance: No. TPFA 2003-02 Resolution: No. TPFA 2003-18 CALL TO ORDER: Chairperson Jeff Stone ROLL CALL AGENCY MEMBERS: Comerchero, Naggar, Pratt, Roberts, Stone PUBLIC COMMENTS A total of 15 minutes is provided so members of the public may address the Temecula 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 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. Thers 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 I Minutes RECOMMENDATION: 1.1 Approve the minutes of August 26, 2003. PUBLIC HEARING Any person may submit written comments to the Temecula Public Financing Authority before a public hearing or may appear and may 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. R:~Agenda\092303 11 2 Formation of Community Facilities District No. 03-03 (Wolf Creek) (Continued from August 26, 2003) RECOMMENDATION: 2.1 Adopt a resolution entitled: RESOLUTION NO. TPFA 03- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY MAKING FINDINGS OF COMPLEXITY OF PROPOSED COMMUNITY FACILITIES DISTRICT NO. 03-03 (VVOLF CREEK) EXECUTIVE DIRECTOR'S REPORT BOARD MEMBERS' REPORTS ADJOURNMENT R:~Agenda\092303 12 CALL TO ORDER: Chairperson Jeff Stone ROLL CALL AGENCY MEMBERS: PUBLIC COMMENTS Next in Order: Ordinance: No. Resolution: No. Comerchero, Naggar, Pratt, Roberts, Stone A total of 15 minutes is provided so members of the public may address the Temecula 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 no.~t 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 Dissolution of Corporation RECOMMENDATION: 1.1 Adopt a resolution entitled: RESOLUTION NO. TPFFC 03- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FACILITIES FINANCING CORPORATION ELECTION VOLUNTARILY TO WIND UP AND DISSOLVE THE CORPORATION 1.2 Execute a Certificate of Dissolution. R:~Agenda\092303 13 RECONVENE TEMECULA CITY COUNCIL COUNCIL BUSINESS 15 Determination of Unpaid Assessments and authorization of Issuance of Bonds for City of Temecula Assessment District No. 03-04 (John Warner Road) RECOMMENDATION: 15.1 Adopt a resolution entitled: RESOLUTION NO. 03- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DETERMINING UNPAID ASSESSMENTS - ASSESSMENT DISTRICT NO. 03-04 (JOHN WARNER ROAD) 15.2 Adopt a resolution entitled: RESOLUTION NO. 03- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA PROVIDING FOR THE ISSUANCE OF IMPROVEMENT BONDS PURSUANT TO THE IMPROVEMENT BOND ACT OF 1915 AND APPROVING RELATED DOCUMENTS AND ACTIONS - ASSESSMENT DISTRICT NO. 03-04 (JOHN WARNER ROAD) 16 Senate Bill 8~ (at the request of Mayor Pro Tem Naggar and Councilmembers Comerchero and Roberts) RECOMMENDATION: 16.1 Provide direction to staff regarding to pursuing approval of Senate Bill (SB) 87. 17 Second Readinq of Cable, Video, and Telecommunications Ordinance RECOMMENDATION: 17.1 Adopt an ordinance entitled: ORDINANCE NO, 03- AN ORDINANCE OF THE CITY OF TEMECULA REGULATING CABLE, VIDEO, AND TELECOMMUNICATIONS SERVICE PROVIDERS AND AMENDING IN ITS ENTIRETY CHAPTER 5.12 OF TITLE 5 OF THE TEMECULA MUNICIPAL CODE R:~Agenda\092303 14 DEPARTMENTAL REPORTS CITY MANAGER'S REPORT CITY ATTORNEY'S REPORT ADJOURNMENT Next regular City Council meeting, Tuesday, October 22, 2003, at 7:00 P.M., City Council Chambers, 43200 Business Park Drive, Temecula, California. R:~Agenda\092303 15 PROCLAMATIONS AND PRESENTATIONS ITEM 1 ITEM 2 MINUTES OF A REGULAR MEETING OF THE TEMECULA CITY COUNCIL AUGUST 26, 2003 The City Council convened in Open Session at 7:03 P.M., on Tuesday, August 26, 2003, in the City Council Chambers of Temecula City Hall, 43200 Business Park Drive, Temecula, California. Present: Absent: Councilmembers: Councilmember: Comerchero, Naggar, Pratt, Stone Roberts Due to City business, Mayor Stone informed the viewing public that Councilman Roberts will not be in attendance of this meeting. PRELUDE MUSIC The prelude music was provided by Jake Facile. INVOCATION The invocation was given by Pastor Ron AIsobrooks of New Covenant Fellowship Center. ALLEGIANCE The flag ceremony was presented by Councilman Comemhero. PRESENTATION/PROCLAMATIoNs Certificates of Achievement to the Temecula Valley North Little League All Stars Manager Craig, Coach Basalo, Coach Calhoun, and the Temecula Valley North Little League All Stars were in attendance to receive their individual certificates. Balloon and Wine Festival Presentation Mr. Joe Santos, CEO, and Ms. Carol Popejoy-Hime, Executive Director of the Temecula Balloon and Wine Festival, thanked the City Council for its continued support and presented to the City Council a signed poster of the 2003 event to the Council. Santa Marqarita Watershed Clean Up Day Proclamation Ms. Carole Bell, representing the Santa Margarita Reserve, accepted the proclamation; invited the public to the September 20, 2003, event at 8:00 A.M.; and advised that the Temecula Rotary Club will be hosting the after-event volunteer BBQ. Mayor Pro Tem Naggar thanked Ms. Bell for her continual efforts associated with this event. PUBLIC COMMENTS A. In response to Ms. Spencer, 41946 Fifth Street, Mayor Stone advised that the future of Old Town will encompass a mixed-use concept. R:\Minutes\082603 1 Ms. Spencer commented on the continual impacts the Farmers' Market has on the Old Town merchants and reiterated her concern with the lack of permissible signage for businesses located on the side streets. B. Mr. Otto Baron, 28681 Pujol Street, commented on the lack of promotion provided for the businesses located on the side streets. C. Ms. Jo Moulton, Director of the Temecula Valley Inland Film and Music Festival, 31468 Corte Montiel, and Ms. Sherry Voigt, Sherman Oaks, appdsed the City Council and viewing public of the upcoming Festival activities. D. Apprising the public of its final opportunity to purchase tickets for the upcoming Temecula- on-Stage event, Mr. Chuck Washington, 31205 Kahwea Road, noted that this fundraiser event will benefit the Theatre Foundation to build a community theatre in Old Town. CITY COUNCIL REPORTS A. Having met with City Manager Nelson, Community Services Director Parker, and the Community Services Department staff, Councilman Comerchero commented on efforts being explored to broaden the activities available to the teenage population of this community. B. By way of overheads, Mayor Pro Tern Naggar advised that Councilman Comerchero and he had attended the Safety Expo sponsored by the Temecula Citizens Corps along with other agencies; complimented staff and those agencies on a job well done; and briefly commented on the benefits of the Citizen Corps. Commenting on the West Nile Virus, Mr. Naggar requested that Code Enforcement be extra vigilant and that the City's website provide the ability to link to the County website. In light of phone calls received regarding a safe school route to the new Erie Stanley Gardner Middle School, Mr. Naggar advised that the developer has agreed to provide additional fencing and that a curb and sidewalk area will be provided in order to ensure pedestrian access over Pechanga Creek. C. Commenting on the City's Stop Light Abuse Program as well as the benefits of utilizing red light cameras, Councilman Pratt addressed traffic congestion and the lack of public transit and recommended that the City Council adopt a Mobility Coordination Plan; suggested that Councilmembers Roberts and Pratt be appointed to a Committee to evaluate present and future traffic mitigation; and recommended that the Committee appoint a Commission facilitator. D. As members of the Armed Forces Memorial Committee (Mayor Stone and Councilman Comerchero), Mayor Stone shared that the Committee has narrowed the selection process down to two submittals, noting that those two submittals will be posted on the City website and that public input is being requested. Although enforcement has been enhanced, Mayor Stone noted that the issuance of rod light abuse tickets has not reduced the need to continue to cite; commended the Police Chief and the Police Department on its efforts to mitigate this problem; relayed his desire to continue the enforcement; and advised that the City Council and the Public Traffic Safety Commission will meet on Thursday, August 28, 2003, at 6:00 P.M. for a workshop to discuss the matter in more detail. During the upcoming Council Chamber upgrade, Mayor Stone requested that the possibility of a call-in system be available to the public. R:\Minutes\082603 2 Commending Principal Planner Brown on his efforts to keep the City Council apprised of the County's actions regarding traffic/open space mitigations, Mayor Stone advised the public that the County has once again approved an upzone without identifying traffic/infrastructure mitigations, noting that the City Attorney had provided a report in Closed Session and that the City will possibly utilize the court system to protect itself from undue traffic/smog/and the sharing of public facilities. Commending staff on its efforts, Mr. Stone as well advised that the Council in Closed Session elected to proceed with locating a college campus in the City. CONSENT CALENDAR 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 Minutes RECOMMENDATION: 2.1 Approve the minutes of July 22, 2003. 3 Resolution approvinq List of Demands RECOMMENDATION: 3.1 Adopt a resolution entitled: RESOLUTION NO. 03-105 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A 4 Purchase of Four (4} City Vehicles RECOMMENDATION: 4.1 Approve the purchase of the following vehicles from Rancho Ford: · Two (2) 2003, Mid-sized Ford Trucks $19,939.59 (each) · Two (2) 2003, full-sized ¼ ton Ford Trucks $24,480.69 (each) R:\Minutes\082603 3 5 Award of Contract for City Council Chamber AudioNisual Systems Upgrade RECOMMENDATION: 5.1 Award a contract to Integrated Media Systems to upgrade the Council Chambers AudioNisual Systems in the amount of $128,320.00; 5.2 Authorize the City Manager to approve a contingency for the purchase and installation in an amount not to exceed $12,832.00; 5.3 Allocate an additional $31,152.00 to the IS Internal Services Fund Capital Account to support this upgrade. 6 FY2003-04 Designated Allocations - Community Support Budget RECOMMENDATION: 6.1 Approve the funding agreement in the amount of $15,000 for Safe Alternatives For Everyone (SAFE) Program and authorize the Mayor to execute the agreement; 6.2 Approve the funding agreement in the amount of $15,000 for the Circle of SAFE-T Partnership/Rancho Springs Medical Center and authorize the Mayor to execute the agreement. 7 City Council Meetinq Schedule - November and December 2003 RECOMMENDATION: 7.1 Direct the City Clerk to reschedule the November 11, 2003 (Veterans Day) meeting to November 18, 2003; to reschedule the December 23, 2003 meeting to December 16, 2003; and to perform the appropriate postings and noticing requirements of the Government Code. 8 Amended Resolution authorizinq Temporary Street Closure of Main Street between Old Town Front Street and the Murrieta Creek Bridqe for the Temecula-On-Staqe Event scheduled for Auqust 30, 2003 and deleqate authority to issue a Special Events/Street Closures Permit to the Director of Public Works/City Enqineer RECOMMENDATION: 8.1 Adopt a resolution entitled: RESOLUTION NO. 03-106 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING RESOLUTION NO. 03-97 AUTHORIZING TEMPORARY STREET CLOSURE OF MAiN STREET BETWEEN OLD TOWN FRONT STREET AND MURRIETA CREEK BRIDGE FOR THE TEMECULA-ON-STAGE EVENT AND AUTHORIZING THE DIRECTOR OF PUBLIC WORKS/CITY ENGINEER TO ISSUE A SPECIAL EVENTS PERMIT INCLUDING STREET CLOSURES. THE AMENDMENT CONSISTS OF A CHANGE TO THE EVENT SCHEDULE R:\Minutes\082603 4 9 Traffic Siqnal and Safety Li.qhtinq Maintenance Aqreement RECOMMENDATION: 9.1 Terminate the existing agreement, dated February 2, 1999, with the County of Riverside; 9.2 Approve the agreement with the County of Riverside for maintenance of traffic signals and safety lighting and authorize the Mayor to execute the agreement. 10 General Fund Transfer to Service Level D RECOMMENDATION: 10.1 Appropriate $73,125 from General Fund Reserves to TCSD Service Level D to subsidize refuse collection and recycling. (Considered under separate discussion; see below.) 11 Second Readinq of Ordinance No. 03-08 (John Warner Road) RECOMMENDATION: 11.1 Adopt an ordinance entitled: ORDINANCE NO. 03-08 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY TEMECULA ESTABLISHING INTEGRATED FINANCING DISTRICT NO. 03-05 (JOHN WARNER ROAD) AND AUTHORIZING THE LEVY OF CONTINGENT ASSESSMENTS THEREIN MOTION: Mayor Pro Tem Naggar moved to approve Consent Calendar Item Nos. 1-9 and 11 (Item No. 10 was considered under separate discussion; see below.) The motion was seconded by Councilman Comerchero and voice vote reflected approval with the exception of Councilman Roberts who was absent. CONSENT CALENDAR ITEM CONSIDERED UNDER SEPARATE DISCUSSION 10 General Fund Transfer to Service Level D RECOMMENDATION: 10.1 Appropriate $73,125 from General Fund Reserves to TCSD Service Level D to subsidize refuse collection and recycling. Community Services Director Parker presented the staff repod (as per agenda material). Commending Mayor Stone on his recommendation to not raise the refuse rates, Mayor Pro Tem Naggar apprised the public of the City's choice to not raise the trash refuse rates and to subsidize the cost from the City's General Fund. R:\Minutes\082603 5 MOTION: Mayor Pro Tem Naggar moved to approve Consent Calendar Item No. 10. The motion was seconded by Councilman Comerchero and voice vote reflected approval with the exception of Councilman Roberts who was absent. The following items were considered out of order: COUNCIL BUSINESS 14 Participation in the Riverside County District Attorney's Office Ganq Task Force RECOMMENDATION: 14.1 Adopt a resolution entitled: RESOLUTION NO. 03-111 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PARTICIPATION IN THE RIVERSIDE COUNTY DISTRICT ATTORNEY'S OFFICE GANG TASK FORCE Commenting on the growth and the changes in the inland Empire, Chief Deputy District Attorney Pacheco addressed changes that Los Angeles County and its surrounding cities had experienced over the past 50 years, advising that these cities neglected to focus on public safety and that as a result of this neglect, these cities have changed for the worst and are overwheimed with gangs. In an effort for this community to be proactive, Mr. Pacheco encouraged the City's participation in the Riverside County District Attorney's Office Gang Task Force, noting that the passage of this resolution would create the funding for a Gang Coordinator. In response to Councilman Pratt, Mr. Pacheco advised that the Gang Coordinator would work in full and equal collaboration with the Sheriff's Department along with all agencies. To further address this particular problem, Mr. Pacheco, for Mayor Pro Tem Naggar, encouraged the City to continue its emphasis on public safety and to keep it a number one priority. To address Councilman Comerchero's inquiry, Mr. Pacheco advised that the City's direct benefit by its participation would include the direct connection between the cities and County agencies and the removal of gangs from surrounding areas of the City. Speaking in support of the City's participation, Mayor Stone commented on his efforts associated with the City's current graffiti ordinance, offering a copy of that ordinance to Mr. Pacheco, with Mr. Pacheco commenting on the correlation of graffiti and gang related activities. Commending the Police Department on a job well done with regard to the control of gang activity throughout the City, Mayor Pro Tem Naggar encouraged the Police Chief to keep the Council apprised of the Department's needs to continue this desired level of public safety. MOTION: Mayor Pro Tem Naggar moved to approve the recommendation. The motion was seconded by Councilman Comerchero and voice vote reflected approval with the exception of Councilman Roberts who was absent. R:\Minutes\082603 6 16 Cable, Video, and Telecommunications Ordinance (Continued from the August 12, 2003, City Council meeting.) RECOMMENDATION: 16.1 Introduce and read by title only an ordinance entitled: ORDINANCE NO. 03-11 AN ORDINANCE OF THE CITY OF TEMECULA REGULATING CABLE, VIDEO, AND TELECOMMUNICATIONS SERVICE PROVIDERS, AND AMENDING iN ITS ENTIRETY CHAPTER 5.12 OF TITLE 5 OF THE TEMECULA MUNICIPAL CODE 16.2 Adopt a resolution entitled: RESOLUTION NO. 03-112 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLISHING FEES FOR TRANSACTIONS INVOLVING CABLE TELEVISION AND OPEN VIDEO SYSTEM FRANCHISES AND REGISTRATION FEES FOR OTHER VIDEO PROVIDERS City Attorney Thorson presented the staff report (of record), highlighting the following: That law That That That That That way That That proposed language was updated to provide consistency with current State and Federal other telecommunication service providers were included besides Cable Television requirements were expanded for an initial franchise application consumer protection and service standards were enhanced parental control options were required control was established over the window of time for construction in the public rights of the ordinance was revised to address comments from Verizon Verizon has indicated disagreement with the proposed language That staff had met with Adelphia Communications and that, as a result, certain revisions were incorporated and some proposed revisions were rejected. For Mayor Stone, Assistant City Attorney Ruddell advised that staff had not met with Verizon; that staff had attempted to address Verizon's comments; that as a result of Verizon's comments, certain modifications to the ordinance were made; that the City is entitled to regulate the time, place, and manner of facilities placed in public rights-of-way; and that the City is not attempting to exact a franchise or license from Verizon or to state how to provide telecommunication services in the City. Advising the City Council of the impacts the proposed ordinance will have on the community, Mr. Alan Sabsevitz, San Bernardino, External Affairs Manager for Verizon, noted the following with staff responding as noted: · Purpose and Intent- encouraged the shared use of utility and other service providers of existing facilities in public rights-of-way o City Attorney Ruddell commented on the keyword encourage versus mandatory R:\Minutes\082603 7 5.12.160 (A)(1)(b) - attempts to manage how a telecommunication provider provides its services and dictates that a provider must lease facilities rather than build and own its own facility o City Attorney Ruddell - not dictating/mandating - that any facilities may be leased by one service provider from another 5.12.160 (A)(1)(d) - provides the City with unfettered discretion to adopt requirements unrelated to the management of rights-of-way which were determined to be unlawful in the courts O O O City Attorney Ruddell - constrained by consistency with applicable law Public Works Director Hughes - intent to ensure the least impact on the citizens Councilman Comerchero suggested the addition of verbiage prohibiting the City from placing the utility provider in a position where it cannot meet its legal obligations Mayor Stone suggested the addition of verbiage giving the Public Works Director the authority to supersede any of the ordinances he may see fit to ensure the health and welfare of the citizens City Attorney Thorson noted that Mayor Stone's recommended verbiage has already been reflected in the ordinance 5.12.160(A)(3) - based upon ... quarterly basis o Public Works Director Hughes - attempted to provide more flexibility with revised text; not intended to be burdensome; intended to coordinate the work between City and Verizon o Mayor Pro Tem Naggar commented on the benefits of identifying all owners of above-ground facilities 5.12.160 (B)(5) - dealing with reasonable limitations upon the number of above-ground facilities o City Attorney Thorson - reasonable limitations - having to comply with Federal and State law regardless of City ordinance o Public Works Director Hughes - trying to protect the City's interest while providing providers the ability to do their jobs o Assistant City Attorney Ruddell - existing process would permit an appeal process o City Attorney Thorson recommended that the following verbiage be added to the purpose and intent section: ... enabling the City to comply with State and Federal law and that the City has a general appeal procedure 5.12.160(B)(6) - communications provider has little control on the size of the box o Mayor Stone suggested to add language with regard to industry standards 5.12.160(C) -this is contrary to State and Federal law o City Attorney Thorson - commented on the verbiage ... to the extent authorized by law ... 5.12.180(A) -with respect to telecommunication providers, it has been determined to be an unlawful barrier to entry a violation of Section 253 of the Telecommunications Act o City Attorney Thorson - local regulations, local ordinance in the course of providing service and not be subject to the provisions of local ordinances. At this time, City Attorney Thorson introduced Ordinance No. 03-11 R:\Minutes\082603 8 MOTION: Mayor Pro Tem Naggar moved to approve the staff recommendation with the added verbiage in the purpose and intent section of the ordinance as suggested by City Attorney Thorson: enabling the City to comply with State and Federal law and that the City has a general appeal procedure. The motion was seconded by Councilman Comerchero and voice vote reflected approval with the exception of Councilman Roberts who was absent. At 9:15 P.M., the City Council convened as the Temecula Community Services District, the Temecula Redevelopment Agency, and the Temecula Public Financing Authority, the City Council meeting resumed with regular business at 9:19 P.M. PUBLIC HEARING 12 Linfield School Master Plan, Zone Chanf:le (PA02-0612), Conditional Use Permit, and Development Plan (PA01-0653) (Continued from the July 8, 2003 City Council meeting.) RECOMMENDATION: 12.1 Adopt a resolution entitled: RESOLUTION NO. 03-107 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADOPTING A MITIGATED NEGATIVE DECLARATION AND MITIGATION MONITORING PROGRAM, FOR THE LINFIELD SCHOOL MASTER PLAN, GENERALLY LOCATED NORTH OF PAUBA ROAD, SOUTH OF RANCHO VISTA ROAD, EAST MARGARITA ROAD AND WEST OF MEADOWS PARKWAY AND KNOWN AS ASSESSORS PARCEL NO. 955-002-002 12.2 Introduce and read by title only an ordinance entitled: ORDINANCE NO. 03-09 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING THE ZONING MAP OF THE CITY OF TEMECULA FROM PUBLIC INSTITUTIONAL (PI) TO PLANNED DEVELOPMENT OVERLAY (PDO-7), AND ADOPTING SECTIONS 17.22.180 THROUGH 17.22.188 OF THE MUNICIPAL CODE INCLUDING THE PDO TEXT AND DEVELOPMENT STANDARDS, FOR PROPERTY GENERALLY LOCATED NORTH OF PAUBA ROAD, SOUTH OF RANCHO VISTA ROAD, EAST OF MARGARITA ROAD, AND WEST OF MEADOWS PARKVVAY AND KNOWN AS ASSESSOR'S PARCEL NO. 955-002-002 12.2 Adopt a resolution entitled: R:\Minutes\082603 RESOLUTION NO. 03-108 9 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA01-0653, A CONDITIONAL USE PERMIT TO ESTABLISH A MASTER PLAN AND DESIGN GUIDELINES FOR A PRIVATE SCHOOL COMPLEX, ATHLETIC FIELDS, AND RELATED FACILITIES, AND FUTURE RESIDENTIAL AREA FOR UP TO 26 RESIDENTS ON A 94-ACRE SITE, GENERALLY LOCATED BETWEEN RANCHO VISTA ROAD AND PAUBA ROAD, WEST OF MEADOWS PARK~NAY, AND EAST OF MARGARITA ROAD AND KNOWN AS ASSESSOR'S PARCEL NO. 955-002-002 12.4 Adopt a resolution entitled: RESOLUTION NO. 03-109 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. 01- 0653, A DEVELOPMENT PLAN APPLICATION FOR PHASE A-I OF THE LINFIELD SCHOOL MASTER PLAN INCLUDING A TWO-STORY HIGH SCHOOL BUILDING TOTALING APPROXIMATELY 38,358 SQUARE FEET AND AN APPROXIMATELY 9,728 SQUARE FOOT ONE-STORY ADMINISTRATIVE OFFICE BUILDING, GENERALLY LOCATED BETWEEN RANCHO VISTA ROAD AND PAUBA ROAD, WEST OF MEADOWS PARK~NAY, AND EAST OF MARGARITA ROAD AND KNOWN AS ASSESSOR'S PARCEL NO. 955-002-002 Planning Director Ubnoske reviewed the staff report (as per agenda material), advising that the for units for staffing facility/student housing will 26 not 28 units. Ms. Ubnoske referenced the added conditions of approval (copies provided to the City Council), noting that the applicant is in concurrence with the conditions. Ms. Karen Raftery, representing Linfield School, thanked the City Council for its consideration and requested its approval. At this time, the public hearing was closed. MOTION: Mayor Pro Tem Naggar moved to approve the staff recommendation. The motion was seconded by Councilman Comerchero and voice vote reflected approval with the exception of Councilman Roberts who was absent. 15 Consideration of Adoption of Resolutions of Necessity for the acquisition in Eminent Domain of certain real properties for public purposes (Continued from the August 12, 2003, City Council meeting.) RECOMMENDATION: 15.1 Continue the hearing to the meeting of September 16, 2003. In light of staff's recommendation, the following motion was offered. R:\Minutes\082603 10 MOTION: Mayor Pro Tem Naggar moved to approve the staff recommendation. The motion was seconded by Councilman Comerchero and voice vote reflected approval with the exception of Councilman Roberts who was absent. 13 Harveston Specific Plan Amendment (Planninq Application No. PA03-0249) RECOMMENDATION: 13.1 Make a Determination of Consistency with a previously Certified Environmental I Impact Report; 13.2 Adopt a resolution entitled: RESOLUTION NO. 03-110 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING THE HARVESTON SPECIFIC PLAN TO INCLUDE AND FULLY INTEGRATE WITHIN TVVO OUT- PARCELS (PLANNING APPLICATION NO. PA03-0249) 13.3 Introduce and read by title only an ordinance entitled: ORDINANCE NO. 03-10 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING THE OFFICIAL ZONING MAP FOR THE CITY OF TEMECULA TO INCLUDE TVVO OUT-PARCELS WITHIN THE HARVESTON SPECIFIC PLAN Principal Planner Hogan presented the staff report (as per agenda material), noting that the number of units in the Plan will not be amended and clarifying the location of the parcels. Mayor Stone opened the public hearing. Mr. Mathew Fagan, representing Lennar, advised that he was available for questions. City Attorney Thorson introduced Ordinance No. 03-10. MOTION: Councilman Comerchero moved to approve the staff recommendation. The motion was seconded by Mayor Pro Tern Naggar and voice vote reflected approval with the exception of Councilman Roberts who was absent. 17 Cable Franchise Renewal Committee Appointment (Continued from the August 12, 2003, City Council meeting.) RECOMMENDATION: 17.1 Appoint one member from the City Council to serve on the negotiation team for renewal of the Cable Franchise Agreement with Adelphia. R:\Minutes\082603 11 Councilman Comerchero, echoed by Mayor Stone, suggested that by way of the City's website, the citizens be given the opportunity to relay their preferences for inclusion in a new Cable Television Franchise. MOTION: Councilman Pratt moved to nominate Councilman Comerchero to serve on the negotiation team. The motion was seconded by Mayor Stone and voice vote reflected approval with the exception of Councilman Roberts who was absent. DEPARTMENTAL REPORTS No additional comments. CITY MANAGER'S REPORT No additional comment. CITY ATTORNEY'S REPORT City Attorney Thorson advised that there were no formal actions to report under the Brown Act. With respect to the real property matters, no final decisions will made until those matters are addressed by the City Council in Open Session. ADJOURNMENT At 9:32 P.M., the City Council meeting was formally adjourned to an adjourned regular meeting on Thursday, August 28, 2003, at 6:00 P.M., in the City Council Chambers, 43200 Business Park Drive, Temecula, California, for the purpose of a Joint Workshop with the Public Traffic Safety Commission. Jeffrey E. Stone, Mayor ATTEST: Susan W. Jones, CMC City Clerk [SEAL] R:\Minutes\082603 12 ITEM 3 RESOLUTION NO. 03- 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 $2,533,139.39. Section 2. The City Clerk shall certify the adoption of this resolution. PASSED, APPROVED AND ADOPTED, this 23rd day of September, 2003. ATTEST: Jeffrey E. Stone, Mayor Susan W. Jones, CMC City Clerk [SEAL] R:/Resos 2003/Resos 03- 1 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. 03~ was duly adopted at a regular meeting of the City Council of the City of Temecula on the 23~d day of September, 2003 by the following roll call vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: ABSTAIN: COUNCILMEMBERS: Susan W. Jones, CMC City Clerk R:/Resos 2003/Resos 03- 2 apChkLst Final Check List Page: 12 09/11/2003 5:20:45PM CITY OF TEMECULA 156 checks in this report. Grand Total All Checks: 2,198,493.05 Detail 09/12/2003 001 1,727,787.77 165 3,919.47 190 132,904.15 192 32,963.38 193 55,079.45 194 702.78 210 193,503.36 280 9,593.86 300 1,875.43 320 17,898.21 330 4,639.22 340 12,625.97 470 5,000.00 2,198,493.05 Page:12 CITY OF TEMECULA LIST OF DEMANDS 09/lpJ03 TOTAL CHECK RUN: 09/11/03 TOTAL PAYROLL RUN: TOTAL LIST OF DEMANDS FOR 89/23/03 COUNCIL MEETING: DISBURSEMENTS BY FUND: CHECKS: 001 165 190 192 193 194 210 280 300 32O 333 34O 47O GENERAL FUND RDA DEV-LOW/MOD SET ASIDE COMMUNITY SERVICES DISTRICT TCSD SERVICE LEVEL B TCSD SERVICE LEVEL C TCSD SERVICE LEVEL D CAPITAL IMPROVEMENT PROJ. FUND REDEVELOPMENT AGENCY-CIP INSURANCE FUND INFORMATION SYSTEMS SUPPORT SERVICES FACILITIES CFD 01-2 ADMIN/DEBT SVC FUND 100 165 190 192 193 194 280 30O 320 330 340 GENERAL FUND RDA-LOW/MOD SET ASIDE COMMUNrrY SERVICES DISTRICT TCSD SERVICE LEVEL B TCSD SERVICE LEVEL C TCSD SERVICE LEVEL D REDEVELOPMENT AGENCY-CIP INSURANCE FUND INFORMATION SYSTEMS SUPPORT SERVICES FACILITIES TOTAL BY FUND: SHAWN NELSON, CITY MANAGER $ 2,198,493.05 334,646.34 $ 2,533,139.39 1,727,787.77 3,919.47 132,904.15 32,963.38 55,079.45 702.78 193,503.36 9,593.86 1,875.43 17,898.21 4,639.22 12,625.97 5,000.00 230,041.80 5,680.95 63,383.33 82.75 4,979.14 654,26 2.457.69 1,120.28 17,993.33 2.831.18 5,421.63 $ 2,198,493.05 334,646.34 $ 2,533,139.39 HEREBY CERTIFY THAT THE FOLLOW lNG IS TRUE AND CORRECT. , HEREBY CERTIFY THAT THE FOLLOWING ~S TRUE AND CORRECT. apChkLst Final Check List Page: 1 09/11/2003 5:20:45PM CITY OF TEMECULA Bank: union UNION RANK OF CALIFORNIA Check # Date Vendor 177 09/11/2003 000283 INSTATAX (IRS) 178 0~11~003 Description Federal Income Taxes Payment 000246 PERS (EMPLOYEES' RETIREME PERS ER Paid Member Contr Prat 179 09/11/2003 001065 NATIONWIDE RETIREMENT SO Nationwide Retirement Payment 180 0~11/2003 000389 U SC M WEST(OBRA), 181 0~11/2003 000444 INSTATAX(EDD) 182 0~11/2003 000642 TEMECULACITY FLEXIBLE OBRA - Project Retirement Payment State Disability Ins Payment Employee Contribution to Flex 183 09/11/2003 000245 PERS (HEALTH INSUR. PREMIU BlueShield HMO Payment 86413 09/12/2003 005277 2 H CONSTRUCTION INC 86414 09/12/2003 003552 AFLAC 86415 09/12/2003 003445 A P I FUND FOR PAYROLL 86416 09/12/2003 000434 ACCELA. COM 86417 09/12/2003 86418 09/12/2003 86419 09/12/2003 006733 ADARBETH, MARILYN 001916 ALBERT A WEBB ASSOCIATES 006655 ALOHA J'S July prgss pmt:Children's Museum Jun prgss prat: Children's museum AFLAC Cancer Payment Year-End Sem:l 1/5:Jorgenson Consulting Svcs:Permits+ Data Conve State Notary Certif.fee:8/18/03 Consulting srvcs:CFD 01-2 admin svc 50 boxed lunches for day camp 86420 09/12/2003 005322 ALTERNATIVES TO DOMESTIC, Ann'l Family Violence Cf:10/8:Police 86421 09/12/2003 86422 09/12/2003 004422 AMERICAN BATTERY 006463 AMERICAN LANDSCAPE Batteries;police radar trei]er #1 Batter[es:police radar trailer #2 Aug Idscp mntc: Sport Parks Aug Idscp mntc: North Slope Credit: Failure to meet requirements Amount Paid 62,159.93 58,058.96 18,358.09 2,820.56 15,892.54 7,799.38 52,904.59 113,443.08 52,083.60 1,470.70 334.00 2,806.00 67.00 5,000.00 148,16 250.00 254.22 254.22 25,645.82 15,533.00 -4,026.00 Check Total 62,159.93 58,058.96 18,358.09 2,820.56 15,892.54 7,799.38 52,904.59 165,526.68 1,470.70 334.00 2,800.00 67.00 5,000.00 148.16 250.00 508.44 37,152.82 Page:l apChkLst Final Check List Page: 2 09/11/2003 5:29:45PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA Check # Date Vendor 86423 09/12/2003 86424 09/12/2003 86425 09/12/2003 86426 09/12/2003 86427 09/12/2003 86428 09/12/2003 86429 09/12/2003 86430 09/12/2003 86431 09/12/2003 86432 09/12/2003 86433 09/12/2003 86434 09/12/2003 86435 09/12/2003 86436 09/12/2003 86437 09/12/2003 86438 09/1 2/2003 004022 AMERICAN MINI STORAGE, TE 000101 APPLEONE, INC. 001323 ARROWHEAD WATER INC 003203 ARTISTIC EMBROIDERY 006718 BACHAKES, PHOFY 000622 BANTA ELECTRIC-REFRIGERA 002541 BECKER CONSTRUCTION SRV 004262 BIO-TOX LABORATORIES (Continued) Description Amount Paid Check Total Annual rental for IS Offsite Storage 1,683.00 1,683.00 Temp help PPE 8/23 Delarm Temp help PPE 8/23 Wills Temp help PPE 8/23 Lee Boffied wtr servs @ City Hall Bottled wtr servs @ West Wing Bottled wtr servs for SMART prgm Bottled wtr servs @ Skate Park Bottled wtr sews @ Museum 624.00 572.00 552.50 1,748.50 415.61 244.27 103.38 60.44 46.42 870.12 Jackets w/city logo:IS Staff Refund: Security Deposit Repair refrigerator @ TCC Repair refrigerator @ TCC Repair ice machine @ TCC 187.49 187.49 100.00 100.00 485.00 214.76 124.00 823.76 006720 BURGHARD, SANDY J. Smith Rd @ Hwy 79S street maint. A.C. Saw cutting for PW Patch Crow Police DUI Drug & Alcohol Screening Police DUI Dr~g & Alcohol Screening Refund:Indoor Rental/Sec. Deposit 004081 BUSINESS FURNITURE GROUP Office Furnishings Modifications 002099 BUTTERFIELD ENTERPRISES Sept Old Twn Restroom Lease 001159 CALIF DEPT OF JUSTICE Fingerprints info for police dept 004248 CALIF DEPT OF JUSTICE/ACCT Police DUI Drug & Alcohol Screening 004228 CAMERON WELDING SUPPLY 006075 CAMPBELL, KENTON SCOTT 003554 CANADA LIFE ASSURANCE CO Helium tanks refill:TCSD TCSD instructor earnings Mandatop/Life Insurance Payment 28,750.00 1,845.00 30,595.00 975.20 180.60 1,155.80 120.00 120.00 3,764.23 3,764.23 826.00 826.00 2,989.00 2,989.00 2,415.00 2,415.00 27.50 27.50 473.20 473.20 2,345.00 2,345.00 Page2 apChkLst Final Check List Page: 3 09/11/2003 5:20:45PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description 86439 09/12/2003 006610 CHEMMARKCORPORATION, T Rubber coating of PW patch truck tool Amount Paid 875.08 Check Total 875.08 86440 09/12/2003 005764 CLAREMONT, CITY OF Membemhip: TCSD James Willcox 20.00 20.00 86441 09/12/2003 86442 09/12/2003 005708 CLEAR CHANNEL BROADCASTI 005410 COLE, TOM Broadcasting: Hot Summer Nights Broadcasting svcs: Hot Summer Night Reimb:SCACEO Class:8/22-23:Cole 724.00 657.00 40.45 1,381.00 40.45 86443 09/12/2003 004405 COMMUNITY HEALTH CHARI Community Health Charities Payment 173.50 173.50 86444 09/12/2003 86445 09/12/2003 002147 COMPLIMENTS COMPLAINTS & 002945 CONSOLIDATED ELECTRICAL Entertainment:Summer Concert Series Entertainment: Hot Summer Nights Electrical supplies for City park sites 1,400.00 225.00 58.08 1,625.00 58.08 86446 09/12/2003 002701 DIVERSIFIED RISK August special events premiums 731.48 731.48 86447 09/12/2003 004192 DOWNS COMMERCIAL FUELI 86448 09/12/2003 002981DYNA MED Fuel for city vehicles: PW 61353 Fuel for city vehicles: Land Deve16134 Fuel for city vehicles: B&S 61348 Fuel for city vehicles: Planning 61347 Fuel for city vehicles: City Van 61349 Fuel for city vehicles: CIP 61351 Fuel for city vehicles: PW 61953 Nameplate:Code Enfomement Officer 881.07 656.98 464.80 449.84 148.68 108.85 61.75 19.23 2,771.97 19.23 86449 09/12/2003 86450 09/1 2/2003 001380 E S I EMPLOYMENT SERVICES 003223 EDAW INC Temp help PPE 8/22 Heer Temp help PPE 8/22 Rush Temp help PPE 8/22 Bragg Temp help PPE 8/22 Kanigowski Temp help PPE 8/22 Montecino Temp help PPE 8/22 Jones Temp help PPE 8/22 Cammamta Temp help PPE 8/22 Seng Temp help PPE 8/22 Novotny Temp help PPE 8/22 Cammamta Aug Biological svcs: Lg Cyn Detention 2,427.49 1,908.00 1,710.72 1,537.68 1,303.85 1,256.49 1,212.12 1,132.67 620.40 163.80 166.00 13,273.22 166.00 86451 09/12/2003 005251 EQUIPMENT REPAIR SERVICE PW Diesel vehicle repairs PW Diesel vehicle repairs PW Diesel vehicle repairs 638.00 363.11 184.12 1,185.23 Page3 apChkLst Final Check List Page: 4 09/11/2003 5:20:45PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description 86452 09/12/2003 003347 FIRST BANKCARD CENTER 86453 09/12/2003 006652 FLUID MANAGEMENT INC 86454 09/12/2003 006729 FOX, MICHELLE 86455 09/12/2003 86456 09/12/2003 86457 09/12/2003 86458 09/12/2003 86459 09/12/2003 86460 09/12/2003 86461 09/1 2/2003 86462 09/12/2003 86463 09/1 2/2003 86464 09/12/2003 005808 FRED LAMB DESIGN 004944 FULLCOURT PRESS 006080 GAGNON, DOREEN 006730 GARDNER, JEFFREY 006731 GIBBS, DAVID SR. 006732 GIBSON, KATHLEEN 005905 GLOBAL ROAD SEALING INC 006727 GUARDADO, MICHELLE 006722 GUEST SERVICES, FEMA 006722 GUEST SERVICES, FEMA Amount Paid xx-1143 Parker:Conf/Prof Mtg/Supplie xx-6165 Yates:League/Prof Mtgs/Supp xx-9277 RRoberts:Sister Cities/Trans xx-0515 Thomhill:Air Fare/Publications xx-9798 Stone:7/23 conf expense xx-0432 Elmo:SW air/Prof. Mtg xx-1405 Ubnoske:APNProf Mtgs PW door assembly for 5 gal. paint Refund:Park-P~cnic Ama Graphic Arts design for SMART prgm Qty 5,000 Cash Receipt Forms Refund: Secudty Dept-Reissue ck Refund: Complete Scrapbooking Refund: Ex: Angels Baseball Game Refund: Martial Arts-Women Self-Def. Rel Retention:Asphalt Crackflll prjt Refund: Music for Children Lodging:Nat'l emerg tmg:10/5-9:Police Meal ticket:Nat'l Emerg Tmg:10/6-9 1,778.89 1,383.51 1,245.22 818.77 729.98 259.32 226.45 184.22 25.00 1,500.00 605.60 100.00 45.00 22.00 20.00 7,760.00 37.00 150.00 63.55 Check Total 6,442.14 184.22 25.00 1,500.00 605.60 100.00 45.00 22.00 20.00 7,760.00 37.00 150.00 63.55 Page~ apChkLst Final Check List Page: 5 09/11/2003 5:20:45PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description 86465 09/12/2003 000186 HANKS HARDWARE INC 86466 09/12/2003 000116 HEALTHNETDENTALANDVI Amount Paid Hardware supplies: Parks Hardware supplies: PW inspectors Hardware suppries: Fire Dept Hardware supplies: CRC Hardware supplies: SMART prgm Hardware supplies: PW st maint Hardware supplies: Old Town Hardware supplies: Museum Hardware supplies: West Wing Hardware supplies: Aquatics Hardware supplies: TCC Hardware supplies: City Hall Hardware supplies: PW Hardware supplies: B&S Health Net Vision Plan Payment 1,060.59 339.71 189.62 153.48 116.28 63.19 62.53 62.24 43.08 20.89 18.19 6.99 5.80 3.22 1,021.99 Check Total 2,145.81 1,021.99 86467 09/12/2003 004811 HEWLETTPACKARD Procurve Switch for Info Systems 688.52 688.52 86468 09/12/2003 002107 HIGHMARKINC Voluntary Supp Life Ins Payment 644.90 86469 09/12/2003 005748 HODSON, CHERYLA. Suppo~ Payment 22.70 22.70 86470 09/12/2003 006742 HOTEL OCEANA Hotel:CCAPA Cf:9/28-30:Long/Powem 1,171.68 1,171.68 86471 09/12/2003 000194 I C M A RETIREMENTTRUST 45 I C M A Retirement Payment 8,388.18 8,388.18 86472 09/12/2003 001407 INTER VALLEY POOL SUPPLYI Poolsanitizing chemicals 453.63 453.63 86473 09/12/2003 003046 K F R O G 95.1 FM RADIO Broadcasting svcs: Hot Summer Night 1,496.00 1,496.00 86474 09/12/2003 003631 KLEINFELDER INC Jun Geotech svcs: Rancho Calif Bridg 27,745.42 27,745.42 86475 09/12/2003 000488 KNOTTS BERRY FARM SMART excursion -Knotfs Bern/Farm 488.00 488.00 86476 09/12/2003 004412 LEANDER, KERRY D. TCSD instructor earnings TCSD instructor earnings TCSD instructor earnings TCSD instructor earnings 432.00 424.00 312.00 312.00 1,480.00 Page5 apChkLst Final Check List Page: 6 09/11/2003 5:20:45PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA Check# Date 86477 09/12/2003 86478 09/1 2/2003 86479 09/12/2003 86480 09/12/2003 86481 09/1 2/2003 86482 09/12/2003 86483 09/12/2003 86484 09/12/2003 86485 09/12/2003 86486 09/12/2003 86487 09/1 2/2003 86488 09/12/2003 86489 09/12/2003 86490 09/12/2003 86491 09/12/2003 (Continued) Vendor Description 003286 LIBRARY SYSTEMS & SERVICE July svcs-library system agrmt 003726 LIFE ASSIST INC 004141 MAINTEX INC Aug svcs-library system agrmt July svcs-Iibrary system agrmt Aug svcs-libmry system agrmt Paramedic squad supplies: Fire City Hail custodial supplies West Wing custodial supplies City Hall custodial supplies CRC custodial supplies TOO custodial supplies Var. Parks custodial supplies Sr Center custodial supplies West Wing custodial supplies 001967 MANPOWER TEMPORARY SER temp help w/e 8/24 Dankworth 000217 MARGARITA OFFICIALS ASSN Aug softball officiating svcs 006736 MARTINEZ, LOURDES 002693 MATROS, ANDREA 006571 MELODY'S AD WORKS 003076 MET LIFE INSURANCE 004208 MiLANOS 001384 MINUTEMAN PRESS Refund:Tiny Tots/Gymnastics TCSD Instructor Eamings TCSD Instructor Earnings Hot Star Nights/Howl-O-Ween Pmmos MetLife Dental Payment Rfrshmnts:Joint Traf. Comm. Council Business Cards:Z.Smit WP.Espinoza re-do business cards:J.Rodman 004534 MOBILESATELLITEVENTURES SeptEOCsatellitestnphonesvcs 006728 MORTON, EVONNE O. 005608 NEUMAN, JASON 002139 NORTH COUNTY TIMES- ATTN: Refund:Change in permit valuation Reimb:Firs Prev. 2C:8/18-22/03 Aug var. public ntcs:City Clerk Aug recruitment ads for H.R. Dept. Aug RDA Hot Summer Nights ads Amount Paid 12,144.24 11,337.38 1,316.95 908.40 894.77 335.50 325.69 269.28 218.58 209.34 170.85 157.02 134.11 564.30 3,680.00 118.00 360.00 200.00 2,500.00 7,982.13 268.50 85.66 42.83 70.87 5.10 174.67 990.66 482.23 353.04 Check Total 25,706.97 894.77 1,820.37 564.30 3,680.00 118.00 560.00 2,500.00 7,982.13 268.50 128.49 70.87 5.10 174.67 1,825.93 Pages apChkLst Final Check List Page: 7 09/11/2003 5:20:45PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA Check# Date 86492 09/12/2003 86493 09/12/2003 86494 09/12/2003 86495 09/12/2003 86496 09/12/2003 86497 09/1 2/2003 86498 09/12/2003 86499 09/12/2003 86500 09/12/2003 86501 09/12/2003 86502 09/12/2003 86503 09/12/2003 86504 09/12/2003 86505 09/12/2003 86506 09/12/2003 86507 09/12/2003 86508 09/12/2003 86509 09/12/2003 002105 OLD TOWN TiRE & SERVICE 003299 OLDERTHAN DIRTGANG 006723 OZBUN, CYNDI 006656 P V $ VIDEO SERVICE 000733 PARTY PZAZZ 004538 PAULEY EQUIPMENT COMPAN 003218 PELA (Continued) Vendor Description 003964 OFFICE DEPOT BUSINESS SVS OfficeSuppliesforPlanning City vehicle repair/maint svcs City vehicle repair/maint svcs Entertainment:Hot Summer Nights Refund:Tiny Tots-Creative Beg. repair digital camera:CRC gymnasium Canopy rental:Citizen Corp Expo equip rental to weed abate City lot 9 Aug plan check svcs:Planning Jul Idscp plan check svcs:TCSD 001958 PERS LONG TERM CARE PROG PERS Long Term Care Payment 004790 PETER D BRANDOW & ASSOCl 006724 PETRIE, LAURA 000249 PETTY CASH Reimbursables:79S Sidewalk Imprv, Refund:Flower Design, Intermed. Petty cash reimbumement 000580 PHOTO WORKS OF TEMECULA Augfilm/photodevelopment:SMART 006480 PIERRE SPRINKLER & 006743 POLLI'I-F, JULIAN 005939 POMMER, APRIL, I 002185 POSTMASTER - TEMECULA 005820 PRE-PAID LEGAL SERVICES I Jul Idscp mntc svcs:medians/slopes/Ci Credit:no svcs provided:Paseo Del Sol Reimb:Cad Zone:7/08-10/03 TCSD Instructor Earnings Winchester Creek Clean-up Day mail Prepaid Legal Services Payment Amount Paid 46.12 195.83 80.35 200.00 28.50 155.57 105.93 121.50 9,360.00 9,180.00 227.08 25.36 80.00 507.00 120.23 32,285.00 -450.00 166.40 32.00 82.30 111.65 Check Total 46.12 276.18 200.00 28.50 155.57 105.93 121.50 18,540.00 227.08 25.36 80.00 507.00 120.23 31,835.00 166.40 32.00 82.30 111.65 Page~ apChkLst Final Check List Page: 8 09/11/2003 5:20:45PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA Check # Date Vendor 86510 09/12/2003 86511 09/12/2003 86512 09/12/2003 86513 09/12/2003 86514 09/12/2003 86515 09/12/2003 86516 09/12/2003 86517 09/12/2003 86518 09/12/2003 86519 09/12/2003 86520 09/12/2003 86521 09/12/2003 86522 09/12/2003 86523 09/12/2003 86524 09/12/2003 86525 09/12/2003 86526 09/12/2003 (Continued) 000254 PRESS ENTERPRISE COMPAN 004453 R C ENTERPRISES 000879 RADISSON HOTEL 004468 RANCH MUFFLER Description Amount Paid Check Total Aug Hot Smr Nights ads:RDA Self-Inking Stamp for Finance Cad Zone:9/28-29:H ughes/Nelson:45 Fire Prev. truck tool box 995.50 43.54 525.96 374.79 995.50 43.54 525.96 374.79 002176 RANCHO CALIF BUS PARK ASS Oct-Dec Bus. Prk Assn dues:Diaz Oct-Dec Bus. Prk Assn dues:City Hall 000262 RANCHO CALIF WATER DIST Various water meters Various water meters Various water meters Various water meters 000947 RANCHO REPROGRAPHICS Dup.blueprints:French Vally Pkwy dup. blueprints:Promenade MalkFire d up.blueprints:J.W.Assessment Dist. 004584 REGENCY LIGHTING CRC electrical supplies 003742 REHAB FINANCIAL CORPORATI Aug RDA loan collection svcs 2,176.46 1,582.88 28,076.65 647.83 381.24 72.89 128.59 59.35 42.04 121.87 24.00 3,759.34 29,178.61 229.98 121.87 24.00 000266 RIGH~NAY 000418 RIVERSIDE CO CLERK & 000418 RIVERSIDE CO CLERK & 000267 RIVERSIDE CO FIRE 000267 RIVERSIDE CO FIRE 000406 RIVERSIDE CO SHERIFFS DEP 006737 ROBINSON, KELLY 006365 RUB[N, STEVEN, P. Sept equip rental - Long Cyn Crk Prk Ntc/Exemption fee:Main St. Bridge Aug aperture card duplicates:PW Apr-Jun 2003:fire services Hazmat FRO:9/20-21:K.Cummings 7/01-23/03:1aw enfomement Refund:Children's Yoga TCSD Instructor Earnings 35.59 64.00 40.30 760,633.64 29.00 650,618.23 23.00 1,344.00 35.59 64.00 40.3O 760,633.64 29.00 650,618.23 23.00 1,344.00 Page~ apChkLst Final Check List Page: 9 09/11/2003 5:20:45PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description 86527 09/12/2003 002226 RUSSO, MARYANNE Amount Paid TOSD Instructor Earnings 368.00 Check Total 368.00 86528 09/12/2003 005227 SAN DIEGO COUNTY OF Support Payment 132.00 132.00 86529 09/12/2003 000751 SKILLPATH INC Business Writing: 10/16/03:P.Brown 199.00 199.00 86530 09/12/2003 003804 SKYHAWKS SPORTS ACADEM 86531 09/12/2003 000645 SMART&FINALINC TCSD instructor earnings TCSD instructor eamings Citizen Corp Safety Expo Supplies 1,040.00 30.00 53.60 1,070.00 53.60 86532 09/12/2003 006719 SMITH, CELINA Refund:Level 4/5 Swim Lessons 55.00 55.00 86533 09/12/2003 000537 SO CALIF EDISON 86534 09/12/2003 000519 SOUTH COUNTY PEST 86535 09/1 2/2003 000293 STADIUM PIZZA Sept 2-01-202-7330 var. street lamps Sept 2-02-351-5281 CRC Aug 2-05-791-8807 various mtrs Aug 2-02-502-8077 West Wing Sep 2-06-105-0654 various mtrs Aug 2-10-331-2153 TCC Aug 2-19-683-3255 Front St Ped Aug 2-19-683-3263 Front St Ped Aug 2-19-538-2262 various mtrs Aug 2-22-417-8772 Rancho Vista Aug 2-20-798-3248 Cb. Museum Sept 2-23-693-2810 Pala Rd Sept 2-24-077-3069 Pala Rd Sept 2-23-548-1975 various mtrs Sept 2-23-051-9399 Marg. Ped. pest control svcs:P.D. Caboose pest control svcs:Sr. Center Refreshments:Staff EvaL Mtg:8/29 32,878.70 7,661.75 3,276.86 2,319.72 2,006.59 1,406.93 615.51 469.91 127.63 122.66 120.36 39.15 31.69 29.31 15.67 29.00 29.00 124.68 51,122.44 58.00 124.68 86536 09/12/2003 006145 STENOSOLOUTIONS Jul transcription svcs:Temecu[a Police 1,547.04 1,547.04 86537 09/12/2003 005856 SUNSTONE AVIATION LLC Refund:Temp Use Permit 5.00 5.00 86538 09/12/2003 000305 TARGET STORE office supplies for PW Dept. SMART Prgm supplies Teen prgm supplies Summer Day Camp supplies Summer Day Camp supplies 370.33 159.57 54.65 20.33 3.18 608.06 Page9 apChkLst Final Check List Page: 10 09/11/2003 5:20:45PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA Check # Date Vendor 86539 09/12/2003 001547 TEAMSTERS LOCAL 911 86540 09/12/2003 86541 09/12/2003 86542 09/12/2003 86543 09/12/2003 86544 09/12/2003 86545 09/12/2003 86546 09/12/2003 86547 09/12/2003 86548 09/1 2/2003 86549 09/12/2003 86550 09/12/2003 86551 09/1 2/2003 86552 09/12/2003 86553 09/12/2003 86554 09/12/2003 86555 09/12/2003 86556 09/12/2003 (Continued) Description Union Dues Payment 005985 TECHNOLOGY INTEGRATION G Computer and PdnterSupplies Computer and Printer Supplies 006465 TEMECULA AUTO REPAIR Medic Squad vehicle repair/maint svcs 000306 TEMECULA VALLEY PIPE & SU 004274 TEMECULA VALLEY SECURITY 003140 TEMECULA VALLEY TAEKWON 006741 TEMECULA WINE & BEER GAR 000668 TIMMY D PRODUCTIONS INC 003715 TMT-PATHWAY, LLC 003031 TRAFFIC CONTROL SERVICE I 006192 TRISTAFF GROUP 002065 UNISOURCE 000325 UNITED WAY 004819 UNUM LIFE INS. CO. OF AMERI 004504 VAIL RANCH SELF STORAGE 006717 VERDEFLOR, LINDA 004261 VERIZON CALIFORNIA 006734 VIRGIL DESIGN Aug var. park sites irrigation supplies Credit:Finance Chrg City Hall locksmith svcs Rancho Vista Prk locksmith svcs TCSD Instructor Earnings Facade Impr prgm:Tem. Wine/Beer G audio/video/screen:Movies/Park Serie traffic marking paint for PW stencil trk hardware supplies for signs:PW tamp help w/e 8/24 Bradley Copy Center paper supplies United Way Charities Payment Longterm Disability Payment Sep off-site stomge:Rscords Mgmt Refund:Security Deposit Aug xxx-1408 P.D. Satellite Stn Aug xxx-5509 general usage Aug xxx-0049 geneml usage Refund:ovrpmt plan check fees Amount Paid Check Total 3,514.00 3,514.00 210.09 103.44 313.53 69.95 69.95 787.68 -18.13 769.55 152.24 105.26 257.50 240.00 240.00 190.00 190.00 8,750.00 8,750.00 2,423.03 2,423.03 767.72 767.72 520.00 520.00 3,110.85 3,110.85 318.30 318.30 6,355.45 6,355.45 30.00 30.00 100.00 100.00 347.70 145.60 32.91 526.21 66.00 66.00 Page:10 apChkLst Final Check List Page: 11 09/11/2003 5:20:45PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA Check # Date Vendor 86557 09/12/2003 86558 09/12/2003 006725 WADE, ROSALIE 002109 WHITE CAP INDUSTRIES INC 86559 09/12/2003 006735 WHITE, ELIZABETH 86560 09/12/2003 006726 WINTERS-MCCARTHY, 86561 (Continued) Description release claims agreement payment maint, supplies for PW Maint. Div. Refund:Excur-Angels Baseball Game Refund:Toddler/Lvl 1 Swim Lessons Amount Paid 510.51 380.32 22.00 85.00 431.01 09/12/2003 003776 ZOLL MEDICAL CORPORATION paramedic supplies Sub total for UNION BANK OF CALIFORNIA: Check Total 510.51 380.32 22.00 85.00 431.01 2,198,493.05 Page:11 apChkLst Final Check List Page: 12 09/1112003 5:20:45PM CITY OF TEMECULA 156 checks in this report. Grand Total All Checks; 2,198.493.05 Detail 09/12/2003 001 1,727,787.77 165 3,919.47 190 132,904.15 192 32,963.38 193 55,079.45 194 702.78 210 193,503.36 280 9,593.86 300 1,875.43 320 17,898.21 330 4,639.22 340 12,625.97~ 470 5,000.00 2,198,493.05 Page:12 ITEM 4 APPROVAL CITY ATTORNEY FINANCE DIRECTOrial__ CITY MANAGER CITY OF TEMECULA AGENDA REPORT TO: FROM: DATE: SUBJECT: PREPARED BY: City Manager/City Council Genie Roberts, Director of Finance ~)~ September 23, 2003 Financial Statements for the Fiscal Year Ended June 30, 2003 Karen Jester, Assistant Finance Direct~ Pascale Brown, Senior Accountant RECOMMENDATION: That the Agency members: 1. Receive and file the Financial Statements for the Fiscal Year Ended June 30, 2003. 2. Approve an increase in: a. Development Impact Fee estimated interest revenue in the amount of $228,000 b. AB 3229 COPS estimated revenue in the amount of $12,000 c. Capital Improvement Progam estimated interest revenue in the amount of 9384,000. 3. Approve a budget transfer of 93,800 to City Council Department from PW Department. 4. Approve a budget transfer of $400,000 to Police Department from PW Department. 5. Approve an appropriation for AB 3229 COPS Fund in the amount of 912,000. DISCUSSION: The attached financial statements reflect the unaudited activity of the City for the Fiscal Year ended June 30, 2003. Please see the attached financial statements for an analytical review of financial activity. The additional budget request for City Council Department line item is due to additional insurance and support services costs. The additional budget request for the Police Department is due to higher than anticipated costs associated with sworn staff, special events, overtime, and facility charges. The budget requests for AB 3229 COPS is for additional grant money received and transferred to the General Fund to supplement police department costs, FISCAL IMPACT: Budget savings in the Public Works Department offsets the operating budget transfers for the City Council and Police budgets. The estimated revenue and appropriation for AB 3229 COPS Fund has no net impact. ATTACHMENTS: Combining Balance Sheet as of June 30, 2003 Statement of Revenues, Expenditures and Changes in Fund Balance for the Fiscal Year Ended June 30, 2003 Combining Balance Sheet (Internal Service Funds) as of June 30,2003 Statement of Revenues, Expenses and Changes in Retained Earnings (Internal Service Funds) for the Fiscal Year Ended June 30,2003 Combining Balance Sheet (Community Facilities Districts) as of June 30, 2003 Statement of Revenues, Expenditures and Changes in Fund Balance (Community Facilities Districts) for the Fiscal Year Ended June :~0, 2003 CITY OF TEMECULA Combining Balance Sheet as of June 30, 2003 and the Statements of Revenues, Expenditures and Changes in Fund Balance For The Fiscal Year Ended June 30, 2003 And the Statement of Revenues, Expenses and Changes In Retained Earnings For The Fiscal Year Ended June 30, 2003 (Unaudited) Prepared by the Finance Department City of Temecula Combining Balance Sheet For the Fiscal Year Ended June 30, 2003 Assets: Cash and investments Receivables Due from other funds Advances to other funds Deposits Land held for resale Total assets Liabilities and fund balances: Liabilities: Due to other funds Other current liabilities Deferred revenue Total liabilities General Gas Tax State Truns Dev Impact CDBG Fund Fund Fund Fund Fund $ 24,664,291 42,000 $ 10,901,826 5,208,283 46,256 1,432,097 $ 50,897 3,169,555 35,016 530,401 $ 35,039,643 $ 92,897. $ 10,948,082 7,211,444 586,879 $ 69,970 7,798,323 69,970 Fund balances: Reserved Designated Undesignated $ 770,314 26,471,006 $ 92,897 10,878,112 Total fund balances 27,241,320 92,897 10,878,112 Total liabilities and fund balances $ 35,039,643 $ $ 92,897 $ 10,948,082. $ Planse note that these balances are unaudited City of Temecula Combining Balance Sheet For the Fiscal Year Ended June 30, 2003 Cash and investments Receivables Due from other thnds Advances to other thnds Deposits Land held for resale Total assets Liabilities and fund balances: Liabilities: Due to other funds Other current liabilities Deferred revenue Total liabilities AB 2766 3333229 Measure A CIP Fund Fund Fund Fund Total 53,894 251 20,700 $ 74,845 $ 3,687,963 $ 23,750,777 $ 63,100,751 14,812 81,811 5,351,413 2,133,413 3,637,107 3,169,555 35,016 530,401 $ 3,702,775 $ 25,966,001.$ 75,824,243 $ 3,144,597 $ 3,144,597 1,862,512 9,073,956 1,000,000 1,656,849 6,007,109 13,875,402 Fund balances: Reserved Designated Undesignated Total fund balances Total liabilities and fund balances $ 74,845 74,845 $ 11,669,89l 12,440,205 3,702,775 41,219,635 8,289,001 8,289,001 3,702,775 19,958,892 61,948,841 $ 74,845 $ $ 3,702,775 $ 25,966,001 $ 75,824,243 Please note that these balances are unaudited City of Temeeula Statement of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual General Fund For the Fiscal Year Ended June 30, 2003 Annual Amended YTD Budget Activity of Budget Sales tax $ 21,100,000 $ 21,572,199 102% Developmental services: Planning 569,420 488,882 86% Building & Safety 1,402,000 1,851,719 132% Land Development 1,304,890 1,984,921 152% Fire 220,000 228,816 104% Motor vehicle in lieu 3,438,300 4,164,625 121% Property tax 2,474,850 2,688,774 109% Property transfer tax 415,200 603,374 145% Franchise fees 1,954,000 1,896,915 97% Transient occupancy tax 1,585,000 1,551,1 l 3 98% Reimbursements 285,700 334,836 117% Reimbursements from TCSD 162,000 162,000 100% Reimbursements from RDA 225,000 225,000 100% Reimbursements from CIP 1,503,360 1,174,300 78% Investment interest 646,000 561,577 87% Business licenses 205,000 271,467 132% Vehicle code fines 399,300 758,852 190% Parking Citations/Impound Fees 106,000 96,598 91% Grants 139,650 189,111 135% Miscellaneous 72,500 146,990 203% Operating transfers in 1,509,000 1,508,247 100% Total Revenues $ 39,717,170 $ 42,460,316 107% (1) (2) (2) (3) (4) (4) (5) (6) (7) (8) (9) City of Temecula Statement of Revenues, Expenditures and Ch~mges in Fund Balance - Budget and Actual General Fund For the Fiscal Year Ended June 30, 2003 Annual YTD Amended YTD Activity Percent Budget Ac tivit~ Encumbr. + Encumbr of Budget Expenditures: City Council Community Support City Manager Economic Development City Clerk City Attorney Finance Planning Building & Safety Land Development Public Works C1P Adm~n Police Fire Animal Control Non-departmental 395,400 $ 399,151 $ $ 399,151 101% (10) 474,500 409,153 43,500 452,653 95% 854,390 838,911 3,906 842,817 99% 808,175 727,175 58,663 785,838 97% 827,740 763,152 763,152 92% 790,000 771,195 771,195 98% 1,507,676 1,433,869 68,020 1,501,889 100% 463,158 444,267 444,267 96% 3,166,605 2,923,836 108,785 3,032,621 96% 2,189,473 2,026,886 3,798 2,030,684 93% 1,603,658 1,444,014 1,444,014 90% 5,079,267 3,841,611 398,972 4,240,583 83% (ll) 1,895,776 1,769,883 8,247 1,778,130 94% 9,981,210 10,309,738 57,925 10,367,663 104% (12) 3,786,353 3,409,856 18,498 3,428,354 91°/0 102,500 98,280 98,280 96% 4,973,835 4,960,326 4,960,326 100% Total Expenditures (Excluding Transfers) 38,899,716 36,571,303 770,314 37,341,617 96% Revenues Over/(Under) Expenditures 817,454 5,889,013 2,319,800 2,209,000 (1,502,346) 3,680,013 23,561,307 23,561,307 Operating Transfers Out Revenues Over/(Under) Expenditures and Operating Transfers Beginning Fund Balance, July 1, 2002 Ending Fund Balance, June 30, 2003 $ 22,058,96~1 $ 27,241,32~0 (1) The variance in Planning is due to several development plan reviews that have not been collected yet. (2) The vahance is due to increased building activity as a result of the Crowne Hill and Harveston projects. (3) The variance is due to higher than anticipated revenues from the original population estimates and per capita calculations when budget estimates were derived. (4) The variance is due to increasing home sale activity within the city. (5) The variance is due to the lower than anticipated actual time allocated to CIP projects by the CIP s tafl~ (6) The variance is due to several unexpected late renewals of Business License. (7) The variance in vehicle code fines is due to an increase in citations issued. (8) The variance is due to higher than expected grant revenue received during this fiscal year(Office of the Traffic Safety, California Law Enforcement Equipment Program, Trees for the Millenium). (9) The vahance is due to higher than expected claims recovery, live scan & finger print activity and recovery from prior year (10) The variance in City Council is due to insurance and support services costs being higher than anticipated. (11 ) The variance in Public Works department is due to several positions that were not filled until the end of the fiscal year. (12) The variance [n Police department is due to higher than anticipated cost associated with sworn start; special events, overtime and facility charges. City of Temeeula Statement of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Gas Tax Fund For the Fiscal Year Ended June 30, 2003 Section 2105-2107 Investment interest Total Revenues Expenditures: Operating transfers out Revenues Over/(Under) Expenditures Beginning Fund Balance, July 1, 2002 Ending Fund Balance, June 30, 2003 Annual Amended YTD Total Percent Budget Activity Encumbr. Activity of Budget $ 1,372,500 $ 1,364,201 6,500 2,453 1,379,000 1,366,654 1,379,000 1,366,654 $ $ $ 1,364,201 99% 2,453 38% (1) 1,366,654 99% 1,366,654 99% (1) The variance is due to the investment interest rate being much lower than expected during this fiscal year City of Temecula Statement of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual State Transporiation Fund For the Fiscal Year Ended June 30, 2003 Investment interest Traffic congestion relief Total Revenues Expenditures: Operating transfers out Revenues Over/(Under) Expenditures Beginning Fund Balance, July 1, 2002 Ending Fund Balance, June 30, 2003 Annual Amended YTD Budget Activity $ 14,000 $ 1,495 205,000 189,169 219,000 190,664 121,244 120,387 97,756 70,277 22,620 22,620 $ 120,376 $ 92,897 Total Percent Encumbr. Activity of Budget 1,495 189,169 190,664 120,387 i1% (1) 92% 99% (1) The variance is due to the investment interest rote being much lower than expected during this fiscal year. City of Temecula Statement of Revenues, Expenditures and Changes in Fund Balance - Budget end Actual Development Impact Fund For the Fiscal Year Ended June 30, 2003 Annual Amended YTD Budget Activity Quimby $ 231,000 $ 293,217 Street improvements 656,000 864,502 Traffic signals 140,000 193,141 Parks 625,000 1,444,470 Corporate facilities 178,000 227,535 Fire protection 59,000 219,670 Libmry 150,000 178,896 Public facilities 1,005 Investment interest 228,757 Total Revenues 2,039,000 3,651,193 Expenditures: Operating tnmsfers out 4,835,500 1,568,965 Revenues Over/(Under) Expenditures (2,796,500) 2,082,228 Beginning Fund Balm~ce, July 1, 2002 8,795,884 8,795,884 Ending Fund Balm~ce, June 30, 2003 $ 5,999,384 $ 10,878,112 Encumbr. Total Activity $ 293,217 864,502 193,141 1,444,470 227,535 219,670 178,896 1,005 228,757 3,651,193 1,568,965 of Budget 127% 132% 138% 231% 128% 372% 119% 179% (1) 32% (2) (1) The variance is due to several developments projects pulling more pemxits thml mlticipated, which increased the DIF revenue collected at the time of building penmt issuance. (2) The varim~ce is due several C~ projects funded through DIF that have not started during this fiscal year. City of Temecula Statement of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Community Development Block G-rant For the Fiscal Year Ended June 30, 2003 Grant revenue $ Total Revenues Expenditures: Other outside services Operating transfers out Total Expenditures Revenues Over/(Under) Expenditures Begixming Fund Balance, July 1, 2002 Ending Fund Balance, June 30, 2003 $ Annual Amended YTD Total Percent Budget Activity Encumbr, Activity of Budget 425,120 $ 50,500 425,120 50,500 52,893 50,500 72,500 125,393 50,500 299,727 299,727 $ 50,500 50,500 50,500 50,500 12% (1) 12% 95% (2) 40% (1) Projects are reimbursement basis and since no projects had started no reimbursements were available during this fiscal year. (2) The variance is due to projects funded through the CDBG Fund that have not started dufing this fiscal year. City of Temeeula Statement of Revenues, Expenditures and Changes in Fund Balance - Budget and Aclaml AB 2766 Fund For the Fiscal Year Ended June 30, 2003 AB2766 Investuaentinterest Total Revenues Expenditures: Opemting tmnsfers out Revenues Over/(Under) Expenditures Beginning Fund Balance, July 1, 2002 Ending Fund Balance, June 30, 2003 Annual Amended YTD Budget Activity $ 50,000 $ 84,638 2,529 50,000 87,167 150,000 133,847 150,000 133,847 (100,000) (46,680) 121,525 121,525 $ 21,525 $ 74,845 Encumbr. Total Activity $ 84,638 2,529 87,167 133,847 133,847 Percent of Budget 169% (1) 174% 89% (2) 89% (1) The variance is due to a higher than anticipated fees collected from Department of Motur Vehicles for registration which was allocated to the South Coast Air Quality Management Program and given to all cities (2) All antipicated funds were not transfer to the C1P Fund since the State Route 79 South Sidewalk and Landscape CIP project is still under construction. City of Temecula Statement of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual AB 3229 COPs For the Fiscal Year Ended June 30, 2003 Total Revenues (1) AB3229-COPS Investment interest Aralual Amended YTD Total Percent Budget Activity Encumbr. Activity of Budget $ 126,000 $ 140,258 140,258 111% (1) 4,000 468 468 12% (2) 130,000 140,726 140,726 Expenditures: (1) Operating transfers out 130,000 141,593 Revenues Over/(Under) Expenditures (867) Begianing Fund Balance, July 1, 2002 $ 867 867 Ending Fund Balance, June 30, 2003 $ 867 $ 141,593 109% (I) The variance is due higher than est/mated revenue received from the county for Supplemental Law Enfbrcement Services dur/ng this fiscal year. (2) The variance is due to the investment interest rote being much lower than expected during this fiscal year. City of Temecula Statement of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Measure "A" For the Fiscal Year Ended June 30, 2003 Measure "A" $ 1,653,000 $ 2,367,663 Investment interest 62,482 Total Revenues 1,653,000 2,430,145 Expenditures: Debt service - principal 414,888 414,887 Debt service - intere st 151,578 151,578 Operating transfers out 2,792,700 Total Expenditures 3,359,166 566,465 Revenues Over/(Under) Expenditm'es (1,706,166) 1,863,680 Beginning Fund Balm~ce, July l, 2002 1,839,094 1,839,094 Ending Fund Balance, Julle 30, 2003 $ 132,928 $ 3,702,774 Annual Amended YTD Total Percent Budget Activity Encumbr. Activity of Budget $ 2,367,663 62,482 2,430,145 414,887 151,578 566,465 143% 147% 100% 100% 17% (l) (2) Notes: (1) Revenue collections are higher than expected and June 2002 revenue is also included ha the current fiscal year due to a missed receivable recorded from pr/or period. (2) The CIP projects (Diaz Rd Realignment and Jefferson Pavement Rehab ) budgeted from this Pand have not been started yet. City of Temecula Statement of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Capital Improvement Projects Fund For the Fiscal Year Ended June 30, 2003 Annual Amended YTD Budget Activity Operating transfers in $ 22,700,624 $ 7,726,458 Grants 8,588,000 666,110 Reimbursements 2,759,700 1,930,000 Investment interest 384,535 Total Revenues 34,048,324 10,707,103 Expenditures: Encumbr. Total Activ~y of Budget 7,726,458 666, ll0 1,930,000 384,535 10,707,103 34% 8% 70% (1) 31% (2) Murrieta Creek Bridge/Overland Ext 165-602 Overland Overcrossing 165-604 Pauba Rd Improvements II 165-606 Intersection monitoring system 165-607 Winchester Rd Widening 165-608 Rancho Ca Rd Wide/Ynez Rd 165-611 Emergency Generator 165 -612 Cherry Extension Diaz/Jefferson 165-614 Guardrail Installation/Rainbow Can 165-619 Guidant Corp Rd Impr 165-620 Jefferson Pavement Rehab 165-621 Medians Citywide 165-622 Pauba Rd Improvements/Margarita 165-623 Rancho Ca wide old town front 165-624 79 South Medians 165-625 Traffic Signals-Diaz~Rancho Way 165-626 Western Bypass Corridor Phase I 165-628 Bus Bench Upgrades 165-629 Pala Rd. bridge 165-631 Diaz realignment 165-632 Old Town Front 79S Landscape imp 165-633 Pavement management 165-655 115/79S interchange (ultimate) 165-662 Pala Road improvements 165-668 Diaz road extension at Cherry St 165-684 ll5/Winchester Road ramp improvements 165-697 I 15/Santiago interchange 165 -705 Margarita improvements Pio Pico/79S 165-706 Murrieta Creek Interim/Via Montezuma 165-707 Rancho Ca Btidge/Murrieta Creek wide 165-710 Traffic signal equipment installation 165-712 Localized Storm Drain Imp 165-715 (continued) 30,000 3,525 27,965 31,490 105% 680 680 12,216 7,124 7,016 14,140 116% 1,214,481 665,746 5 l 8,769 1,184,515 98% 1,083,845 117,654 117,654 11% 190,533 161,982 371 162,353 85% 790 790 50,000 334,000 5,922 450,000 1,841,120 32,230 183,650 48 90,000 200,000 700,000 10,897 100,000 119,772 120,000 7,450 127,413 17,361 1,221,380 92,912 30,000 967 1,482,264 695,286 375,936 12,114 6,879,787 1,258,360 114,507 363 12,500 12,500 7,393 6,088 54,327 10,214 400 363 4,773,994 776,584 199,986 50,000 43,016 198,097 48,191 241 692,614 7,714 2,744,869 114,257 2,876 3,978,643 5,922 32,230 48 208,994 7,450 65,552 93,153 967 1,387,900 19,828 4,003,229 114,620 12,500 8,964 10,214 363 4,755,227 43,016 2% 2% 0% 30% 6% 51% 8% 3% 94% 5% 58% 100% 100% 121% 19% 100% 86% City of Temecula Statement of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Capital Improvement Projects Fund For the Fiscal Year Ended June 30, 2003 Annual Amended YTD Budget Activity Encumbr. Total Activity of Budget Fiber optic conduits 165-718 118,000 108,000 108,000 92% Date/Cherry Street S.B. o fframp 165-719 5,370,722 78,960 385,244 464,204 9% Bridge Barrier Rail Replacement 165-722 255,332 11,179 20,666 31,845 12% Butterfield Stage Rd Extension 165-723 1,675,000 Date/Cherry I- 15 Offrarnp 165-726 3,999,454 785,891 686,906 1,472,797 37% John Warner/Santiago Rd 165-727 1,585,907 166,350 9,816 176,166 11% Winchester/79S Landscape 165-729 i00,000 Tax Defaulted Properties 165-731 5,015 5,015 5,015 100% Fire Station Wolf Creek 165-733 57,983 3,173 54,680 57,853 100% 79S Sidewalk/Landscape 165-734 294,174 34,628 9,771 44,399 15% Murrieta Creek Imp 165-735 169,985 Rainbow Canyon Sidewalks 165-736 57,959 Pedestrian Bridge/79N 165-738 473,133 3,749 3,749 1% Vail Ranch Interim Fire Station 165-739 1,000 1,000 1,000 100% Info Systems 165-740 110,800 108,797 1,199 109,996 99% Maintenance Facility Expansion 165-742 504,000 504,124 504,124 100% Murrieta Creek multi-purpose trail 190-142 1,492,503 114,089 214,774 328,863 22% Northwest sports complex 190-146 106,089 103,280 103,280 97% Vail Ranch Park Site D 190-160 59,000 95 95 Children's museum 190-165 2,218,300 1,127,475 1,063,265 2,190,740 99% Community theater 190-167 6,006,753 207,262 92,447 299,709 5% Chaparral HS swimnfing poo I 190-170 139,565 41,712 41,712 30% Desiltation pond 190-171 1,800 1,800 1,800 100% Northwest sports complex 190-173 3,182,413 163,087 583,975 747,062 23% Play Structure Retrofit 190-179 25,535 25,640 25,640 100% RC Sports Park ADA access 190-180 72,121 16,551 40,358 56,909 7 Vail Ranch Amenitie$ 190-182 301,438 17,174 4,411 21,585 7% Mercantile Building Retrofit 190-183 647,700 566,122 313 566,435 87% Library 199-129 485,108 62,599 160,443 223,042 46% City Hall Complex 199-166 75,000 Total Expenditures (Excluding Transfers) Revenues Over/(Under) Expenditures 51,641,293 8,197,928 11,669,891 19,867,819 (17,592,969) 2,509,175 Beginning Fund Balance, July 1, 2002 17,449,715 17,449,715 Ending Fund Balance, June 30, 2003 $ (143,254) $ 19,958,892 Notes; (1) InvesOnent interest was not budgeted during this fiscal year. (2) The variances in CIP Fund revenues and in projected expenditures are due to the timing of when the various projects are actually staged and costs are incurred. 38% (2) Internal Service Funds Combining Balance Sheet For the Fiscal Year Ended June 30, 2003 As.se'ts: Cash and investments Receivables Prepaid assets Property, plant and equipment (net of accumulated depreciation) Total assets Liabilities and fund equity: Liabilities: Current liabilities Capital leases payable Information Support Insurance Vehicles Systems Services Facilities Fund Fund Fund Fund Fund Total $ 1,416,916 $ 288,544 $ 880,023 $ 231,993 $ 121,881 $ 2,939,357 18,795 872 3,043 822 1,459 24,991 149,492 12,127 161,619 748,046 409,286 151,475 1,308,807 $ 1,585,203 $ 1,037,462 $ 1,304,479 $ 384,290 $ 123,340 $ 4,434,774 $ 658,805 $ 0 $ 74,582 $ 18,283 $ 46,514 $ 798,184 158,006 158,006 Total liabilities 658,805 0 74,582 176,289 46,514 956,190 Fund equity: Contributed capital Retained earnings Total fund equity Total liabilities and fund equity 926,398 1,037,462 1,229,897 208,001 76,826 3,478,584 926,398 1,037,462 1,229,897 208,001 76,826 3,478,584 $ 1,585,203 $ 1,037,462 $ 1,304,479 $ 384,290 $ 123,340 $ 4,434,774 Please note that these balances are unaudited. City of Temecula Statement of Revenues, Expenses and Chm~ges in Retained Earnings Internal Service Funds For the Fiscal Year Ended June 30, 2003 Information Support Insurance Vehicles Systems Services Facilities Fund Fund Fund Fund Fund Total Charges for services $ 496,296 $ 252,486 $ 1,622,380 $ 278,810 $ 525,050 $ 3,175,022 investment interest 31,765 6,126 14,032 4,476 1,153 57,552 Miscellm~eous 29,966 85,998 (459) 115,505 Total Revenues 558,027 344,610 1,635,953 283,286 526,203 3,348,079 Expenses: Salaries & wages 43,728 500,506 91,276 292,633 928,143 Operating expenses 471,113 157 746,608 100,153 230,886 1,548,917 Interest 5,192 5,192 Depreciation 215,511 330,297 86,665 632,473 Total Expenses 514,841 215,668 1,577,411 283,286 523,519 3,114,725 Net Income (Loss) 43,186 128,942 58,542 2,684 233,354 Retained Earnings, July 1, 2002 883,212 908,520 1,171,355 208,001 74,142 3,245,230 Retamed Eamings, March 31, 2003 $ 926,398 $ 1,037,462 $ 1,229,897 $ 208,001 $ 76,826 $ 3,478,584 Community Facilities Districts Combining Balance Sheet For the Fiscal Year Ended June 30, 2003 Cash and investments Receivables Due from other funds Liabilities and fund balances: Liabilities: Current liabilities CFD 88-12 CFD 88-12 CFD 98-01 CFD 01-2 CFD 01-2 Admin Debt Admin Debt Expense Service Expense Improvement Service/Admin Fund Fund Fund Fund Fund $ 48,916$ 3,703,907 $ 11,747 $ 4,608,177 $ 1,557,647 52 51,477 130 847 72 $ 49,040 3,755,384 $ 11,877 $ 4,608,17~7 $ 1,558,494 $ 10,109 $ 2,497 $ 510 Total liabilities 10,109 2,497 510 Fund balances: Reserved Designated Total fund balances Total liabilities and fund balances $ 49,040 $ Total 9,930,394 52,506 9,982,972 13,I16 13,116 38,931 3,752,887. 11,367 4,608,177 1,558,494 9,969,856 38,931 3,752,887 11,367 4,608,177 1,558,494 9,969,856 3,755,384 $ 11,877 $ 4,608,177 $ 1,558,494 9,982,97~2 Pleaze note that these balances are unaudited. City o f Temecula Statement of Revenues, Expenditures and Changes in Fund Balance Community Facilities Districts For the Fiscal Yea~ Ended June 30, 2003 CFD 88-12 Admin Expense Fund CFD 88-12 Debt Service Fund Investment interest $ 221 $ 41,448 $ Reimbursements 221 Special assessments 73,673 1,585,030 Bond Proceeds Operating Transfers In Tolal Revenues 74,115 1,626,478 Expenditures: Legal services Other outside services Debt service - principal Debt service - interest Refunding Bond Agent Operating Transfers Out Total Expenditures Revenues Over/(Under) Expenditures Beginning Fund Balance, July 1, 2002 $ 45,802 $ CFD 98-1 Admin Expense Fund CFD 01-2 Improvement Fund Ending Fund Balance, June 30, 2003 CFD 01-2 Debt Service/Admin Fund Total 1,887 $ 21,036 22,923 32,189 $ 15,820 $ 91,565 221 893,468 2,552,171 5,150,000 12,160,000 17,310,000 21,036 5,182,189 13,069,288 19,974,993 665,000 844,898 $ 14,250 574,012 $ 2,145,529 $ 2,205,581 665,000 179,213 1,024,111 10,746,457 10,746,457 21,036 595,048 45,802 1,509,898 14,250 574,012 13,092,235 15,236,197 28,313 116,580 8,673 4,608,177 (22,947) 4,738,796 10,618 3,636,307 2,694 1,581,441 5,231,059 38,931 $ 3,752,887 $ 11,367 $ 4,608,177 $ 1,558,494 $ 9,969,856 t7 ITEM 5 APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OFTEMECULA AGENDA REPORT City ManagedCity Council 4,~C~Busan W. Jones (,...)City Clerk/Director of Support Services September 23, 2003 City Council Meeting Schedule - October 2003 RECOMMENDATION: Direct the City Clerk to re-schedule meetings in October 2003, and to perform the appropriate postings and noticing requirements of the Government Code as follows: Reschedule October 14, 2003 to Wednesday, October 22, 2003 BACKGROUND: Due to three Council Members being out of town on October 14, 2003, it is suggested that City Council Meeting of October 14, 2003, be rescheduled to Wednesday, October 22, 2003. FISCAL IMPACT: Changes of dates for City Council, TCSD and RDA meetings will result in no additional cost to the City. ITEM 6 APPROVAL ClTY ATTORNEY DIRECTOR OFFINANCE/~'']~ CiTY MANAGER_._~I ' CITY OFTEMECULA AGENDA REPORT TO: FROM: DATE: SUBJECT: City Manager/City Council Gran~'~ates, Director of Human Resources September 23, 2003 Management Compensation Plan Amendment RECOMMENDATIONS: That the City Council adopts an amendment to add the following positions to the Management Compensation Plan: Director of Information Systems (formerly IS Manager) Information Systems Administrator GIS Administrator That the City Council also adopt an amendment to the Management Compensation Plan to allow City Council Members or management employees to padicipate in an alternate, City approved retirement plan, as allowable by law. BACKGROUND: The FY 03-04 Operating Budget created the Department of Information Systems. The Management Compensation Plan needs to be amended to add the three classifications that ware affected with this reorganization. In addition, as stated in the Management Compensation Plan, employees covered by the Management Compensation Plan participate in the Public Employee's Retirement System (PERS). Under certain circumstances, when a City Council Member is elected or a management employee is hired, they may already be participating in the retirement system, which prevents them from enrolling in PERS through Temecula. The City's contribution to an altemate retirement plan would be limited to the same cost as provided by the City to the PERS system. Therefore, it is proposed that the Management Compensation Plan be amended to allow a City Council Member or management employee the choice to participate in an altemate retirement plan if they are not eligible for PERS participation. FISCAL IMPACT: None. City of Temecula Mana.qement Compensation Plan I. Introduction This Management Compensation Plan (MCP) will govern the compensation and schedule of benefits for Confidential, Management, and Executive Management employees of the City of Temecula. The Management Compensation Plan will hereby be referred to as the MCP. A. Definitions 1. Executive Management Employees who are either Department Directors or defined as Executive Management by the Temecula Municipal Code or by City Policy. 2. Management All employees defined as Management employees by the Temecula Municipal Code or City policy. 3. Confidential Employees in the City Manager's office and the Finance Department who are designated as "Confidential" and are not included in any recognized General Bargaining Unit. 4. Fair Labor Standards Act (FLSA) Designation Employees covered by this plan are generally exempt from FLSA overtime requirements. This exemption is based upon the fact that all executive management and management employees have passed the salary and duty tests required for this exemption. Confidential employees will be reviewed on a classification-by-classification basis to determine if they are or are not eligible for exempt status. II. Schedule of Benefits A. Life Insurance The first day of the month following the date of hire, and upon proper application and acceptance by the insurance by the insurance carrier, an employee will be covered under a group life insurance plan for the amount of $50,000, with the premium being deducted from the employee's City benefit allotment amount. An additional $100,000 group life insurance coverage, effective January 1, 2003, will also be provided with the additional cost for said coverage being paid for by the City of Temecula. Dependent Life Insurance and Voluntary Life Insurance is available to employees requesting additional coverage. These coverages are available outside of the City's Section 125 Cafeteria Plan and are purchased directly by the employee with no cost to the City. B. Retirement Employees covered by the MCP will padicipate in the Public Employee's Retirement System (PERS) on the same basis as other employees of their respective departments. City Council Members or management employees who are not eligible to participate in PERS will be able to participate in an alternate, City approved retirement plan, as allowable by law. The City's contribution to an alternate retirement plan would be limited to the same cost as provided by the City to the PERS system. In addition, employees covered by the MCP will be eligible for the City reporting the value of Employer Paid member contributions to PERS. C. Retirement Contribution Employees covered by the MCP will have their portion of the retirement contribution to the PERS paid by the City on the same basis as represented employees. D. Deferred Compensation The City will provide Deferred Compensation Plan(s) which may be utilized by any employee. The City reserves the right to accept or reject any particular plan and to impose specific conditions upon the use of any plan. The maximum yearly deferral amount allowed will be in accordance with applicable laws. E. Cafeteria Plan Employees covered by the MCP will receive a monthly allotment on the same basis as represented employees. This monthly allotment must be applied to all mandatory benefits as determined by the City. On the first day of the month following the date of hire, an employee, upon proper application and acceptance, will be covered under the mandatory benefits. The employee may then apply the difference to optional benefits described below or take the remainder in cash. 1. Health Coverage Employees covered by the MCP will be offered medical coverage on the same basis as other employees in their respective departments. Employees can opt out of the city provided medical plans if proof of outside medical coverage is provided. III. IV. 2. Dental and Vision Coverage Employees covered by the MCP will be offered to receive dental and vision coverage on the same basis as represented employees. 3. Disability Insurance Employees covered by the MCP will be offered short-term and long- term disability insurance on the same basis as represented employees. 4. Flexible Benefits Program Employees covered by the MCP will continue to be offered flexible- spending accounts, as long as lawfully permitted. Flexible spending accounts are to be used for medical, dental, and vision plan deductibles and co-payments and other legally permitted health care expenses not covered by existing coverage. This plan will also include child/dependent care reimbursement accounts. The maximum allowable amount can be applied to a child/dependent care reimbursement account per year will be in accordance with applicable State and Federal laws. 5. Wellness Plan Employees covered by the MCP will be allowed up to a $400, per fiscal year, stipend to be reimbursed for annual physicals, body scans, gym membership or stationary-type fitness equipment (excluding recreational sporting equipment and apparel). City Council members may use this benefit only for physicals, body scans or other medical treatments permissible by law. 6. Retiree Medical Benefit Employees, covered by the MCP, will receive medical benefits upon retirement on the same basis as represented employees. Hours of Work Unlike classified employees, exempt employees receive a salary for their services and are not responsible for reporting their work hours on an hour for hour basis. Management employees will also receive full day compensation when hours worked, on that day, is only partial. Time-Off Provisions A. Comprehensive Annual Leave (CAL) CAL leave is a combination of vacation and sick leave. The intent of this leave is to ensure that employees have an adequate amount of time off each year for rest and relaxation, personal business, and/or personal or family illness. Employees covered by the MCP will earn CAL from the of hire by the following accrual rates: Annual Bi-weekly Maximum Increment Days of Leave Accrual Accumulation Hire Date 21 6.462 336 hours 2-4 Years 23 7.077 368 hours 4-6 Years 28 8.615 448 hours 6-8 Years 30 9.231 480 hours 8-10 Years 32 9.846 512 hours 10+ Years 35 10.769 560 hours Employees covered by the MCP are not to exceed the CAL maximum accrual limits listed above. However, the City Manager may grant an employee, on a case-by-case basis, a reasonable extension based on good cause. Additionally, employees will be eligible to cash out up to 80 hours of CAL time, in the month of June only, on the same basis as represented employees. B. Executive Leave All exempt employees covered by the MCP will be provided with a total of forty (40) hours of executive leave per fiscal year. This leave is provided because management employees may be required to work evenings and weekends, and by FLSA standards, are not eligible for overtime. Executive leave will be provided at the beginning of each fiscal year and must be taken during the fiscal year that it is acquired. If this leave is not taken during the year it is acquired, it will be cashed out in the last pay period in June. Upon the recommendation of the employee's Department Director, the City Manager may approve up to an additional forty (40) hours of executive leave per year where the employee has provided exceptional service. Members of the Executive Management team are not eligible for this additional executive leave. C. City Holidays Employees covered by the MCP will receive holiday pay on the same basis as other employees in the City. Currently, a total of (12) twelve holidays are observed which includes eleven (11) fixed days: ¼ Day New Year's Eve Afternoon New Year's Day Martin Luther King, Jr.'s Birthday President's Day Memorial Day Independence Day Labor Day Veteran's Day Thanksgiving Day Friday following Thanksgiving Day ¼ Day Christmas Eve Afternoon Christmas Day The twelfth (12th) holiday is a one (1) floating holiday per year. The rules regarding the usage of this holiday will remain consistent with other employees in their department. D. Family Care Leave and Leave of Absence Without Pay Employees covered by the MCP are eligible for Family Care and Leave of Absence Without Pay leaves on the same basis as other employees of the City. E. Bereavement Leave, Military Leave, and Jury Duty Employees covered by the MCP are eligible for Bereavement Leave, Military Leave, and Jury Duty on the same basis as other employees in the City. F. 9/80Work Schedule Employees covered by the MCP are eligible to participate in the 9/80-work schedule on the same basis as other employees in their department, unless the City Manager determines that this program is not feasible to the management of the department. At-Will Employees and Severance Pay If an at-will employee is requested to resign or is terminated they will receive severance pay, equivalent to six (6) months of service, and continuation of benefits as specified in the at-will agreement. In addition, this benefit will only apply if all members of the Executive Team sign an at-will agreement. If all members of the Executive Team do not sign this agreement, then only those employees who are designated as at-will by the Municipal Code will be eligible for a total of three (3) months of severance pay. The City Manager and any subsequent City Council appointed positions are exempted from the provisions of this section. VI. Evaluations A. Management Evaluation System \\San31city rTanager~LAN[ERDA\FORk~Mgrnt. Comp. Plan - 2002.doc 5 The Management Evaluation System (MES) will be used for the employees covered by the MCP. The MES will be utilized in evaluating an employee performance and setting annual compensation levels. The form will include a 360 review and as such, the City Manager, peers, and subordinate staff will have an opportunity for input into the final review. Management employees, upon hire, will be evaluated at the completion of three (3), six (6), nine (9), and twelve (12) months, and annually thereafter. Compensation will be awarded based on a manager's evaluation. VII, Compensation A. Salary Schedule The salary schedule will, from time to time, be revised based on the results of a salary survey. This survey will be conducted in accordance with agreed to guidelines. In addition, the City Manager has the authority to grant increases over the top of the adopted salary range, not to exceed 10%, for employees covered by the MCP. These increases may be granted based on outstanding performance, by performing work that is above the expected day-to-day responsibilities, and/or by making outstanding contributions to the organization. B. Tuition Reimbursement Management employees are eligible to receive tuition reimbursement following the same policy guidelines as other represented employees in the City. C. Automobile Allowance Executive Management employees and City Council Members will receive a monthly automobile allowance in lieu of mileage reimbursement. This allowance will only be provided when an employee is actively at work. The monthly dollar amount will be set at $400/month as outlined in the annual operating budget. City Council Members auto allowance will be set by resolution. D. Uniform Allowance and Boot Reimbursement Management employees who work in the field and are responsible for field operations will receive an annual clothing allowance and boot reimbursement in accordance with the amounts received by other employees in their department. VIII. Management Employee Discipline Discipline for employees covered by the MCP will be in accordance with applicable state and federal laws. The City of Temecula Discipline Policy may be used as a guide; however, not all provisions may apply. Each case will be considered and evaluated on its own merits. IX. Classifications Covered under this Plan Listed below are all classifications, within the City of Temecula, that are eligible for the benefits outlined in the Management Compensation Plan. Accounting Specialist (Payroll) Administrative Secretary (City Manager) Assistant City Manager Assistant Finance Director Assistant to the City Manager/Director of Human Resources City Clerk/Director of Support Services City Council City Manager Deputy Building Official Deputy City Manager Deputy Director of Community Services Deputy Director of Public Works Deputy Director of Support Services Development Services Administrator Director of Building and Safety Director of Community Services Director of Finance Director of Housing/Redevelopment Director of Information Systems Director of Planning Director of Public Works/City Engineer Executive Assistant Fiscal Services Manager GIS Administrator Human Resources Analyst Human Resources Specialist Information Systems Administrator Management Analyst Maintenance Supervisor Maintenance Superintendent Principal Engineer Principal Planner Recreation Services Manager Recreation Superintendent Revenue Manager Senior Accountant Senior Building Inspector Senior Engineer Senior Management Analyst Senior Planner ITEM 7 APPROVAL CITY ATTORNEY DIR.OF FINANCE CITY MANAGER ~_..~,,) CITY OFTEMECULA AGENDA REPORT TO: FROM: DATE: City Manager/City Council Genie Roberts, Director of Finance September 23, 2003 SUBJECT: Extension of Contract for Union Bank Banking Services PREPARED BY: RECOMMENDATION: Karen Jester, Assistant Finance Direc That the City Council: 1. Approve a four-year extension of the City's contract for banking services with Union Bank of California, N.A.; 2. Authorize the City Manager and City Attorney to execute all necessary agreements. BACKGROUND: On September 24, 1996, the City Council awarded a professional services contract for banking services to Union Bank of California. This contract was awarded after an extensive request for proposal and interview process. Union Bank of California, N.A., the primary banking subsidiary of UnionBanCal Corporation, is the third largest bank in California with 261 branches in California, and among the 35 largest banks in the United States. Union Bank has a very strong Government Services Department that exclusively handles public entities, ensuring that individuals experienced in meeting the needs of governmental entities service the City's accounts. City staff has been extremely satisfied with the service and cash management products that Union Bank has provided over the past seven years. Staff has devoted a substantial amount of effort during this period to develop an effective working relationship with Union Bank and to implement a variety of cash management systems. These systems include Union Bank Online Business Center, which is used daily to download account balance and transaction detail information, to perform inquiries into the status of checks issued by the City, to perform stop payments and to transfer funds between City accounts when required. The City uses a Union Bank system called PC Clear to transmit the direct deposit of payroll and benefit reimbursements to employees. Other systems have been established to receive electronic fund transfers, to generate wire transfers and electronic payments for items such as payroll taxes. Staff has also worked with Union Bank to implement systems for the acceptance of credit cards and to automate the reconciliation of bank accounts. Based on staff's satisfaction with the services provided by Union Bank, as well as the amount of effod that has been invested over the past several years to implement various banking and cash management systems, staff is recommending an extension of the City's professional services agreement for banking services with Union Bank. If the Citywere to change banking relationships at this time, considerable time, effort and cost would be required to implement a new set of banking systems. Staff would require any bank selected to have a strong presence servicing other governmental entities and at this time most of the banks with branches in the City of Temecula would not meet those requirements. Union Bank has proposed a reduction in the monthly service fees if the City were to agree, at this time, to extend the current four year contract (originally to expire in 2004) for another four years. The monthly cost of services provided by Union Bank is approximately $2,100. Based on Union Bank's current fee schedule, the monthly decrease in cost of services will be $246 per month (a 11.7% decrease). Pricing was fixed during the current four-year contract term and will again be fixed during the entire four-year term of the contract extension. In accordance with California Government Code, the contract may be terminated with 30 days written notice by either party. FISCAL IMPACT: There is no direct fiscal impact as a result of this contract extension. The cost of banking services will be offset against the interest earnings credit generated on the City's account balance. A'I-I'ACHMENT: Contract Amendment for Union Bank Banking Services UNION BANK OF CALIFORNIA, N.A. CONTRACT EXTENSION FOR BANKING SERVICES This Contract for Banking Services (hereinafter "Contract"), effective September 16, 2003, by and between UNION BANK of CALIFORNIA, N.A. (hereinafter "BANK"), and The CITY OF TEMECULA (hereinafter "CITY"), is in accordance with California Government Code 53682. WHEREAS, in the judgment of the Treasurer this Agreement is to the public advantage; and City, WHEREAS, CITY desires to secure a wide range of banking services to be provided by a single financial institution pursuant to an Agreement; and, WHEREAS, BANK submitted a contract renewal proposal which CITY deems to be the most complete and responsive to CITY'S banking services needs, and will provide the CiTY the desired types, availability and quality of services; and, WHEREAS, BANK represents to CITY that it meets the requisite legal and other qualifications and possesses sufficient financial strength and capacity to render the banking services sought by CITY. NOW, therefore, in consideration of mutual covenants, it is agreed the BANK will service CITY'S banking needs for a contract extension period of four (4) years with an expiration date of December 31, 2007. BANK will guarantee fixed unit pricing for banking services for the entire contract period. CITY will be the sole selector of services to be utilized. ANY mutual amendments to this contract will be an addendum to this contract. THIS contract may be terminated on thirty (30) days written notice by either party disclosed in the contract for deposit of monies as required by the California Government Code. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OFTEMECULA BY: Shawn D. Nelson, City Manager/Treasurer A'I-I'EST: BY: Susan W. Jones, CMC, City Clerk UNION BANK OF CALIFORNIA, N.A. BY: Jerry D. Rogers, Vice President DATED: Approved As to Form: BY: Peter M. Thorson, City Attorney p:/Finance~Contractsm-~dunion bank.bank srvcs.amend 2 1 ATrACHMENT A Attached hereto and incorporated herein is the revised pricing for specific services to be added to Exhibit B of the original agreement. Pricing valid through the contract extension date of 12/31/2007. All other standard terms and conditions apply. All other pricing is standard. p:/FinanceJContractsm-z/union bank.bank srvcs.amend 2 2 City of Temecula Contract Extension Terms and Conditions 1-Jul-03 Account Maintenance- WEB Positive Pay Plan #1 Check Issue Trans- Base WEB Prior Day Rpt WEB PD Detail Item Printed WEB PD Summary Item Printed Monthly Statement- WEB 25.00 15.00 10.00 100.00 100.00 75.00 10.00 10.00 5.00 80.00 80.00 60.00 0.20 0.10 0.10 0.20 0.10 0.10 5.00 5.00 3,00 Annual Savings Based on April 2003 Volume of Activity Account Maintenance- WEB Positive Pay Plan #1 Check Issue Trans- Base WEB Prior Day Rpt WEB PD Detail Item Printed WEB PD Summary Item Printed Monthly Statement- WEB Total Annual Savings Pricing valid through contract extension date of 12/31/2007 All other standard terms and conditions apply All other pricing is standard ia $ 540.00 $ 300.00 $ 420.00 $ 240.00 $ 1,356.O0 $ 18.00 $ 72.00 $ 2,946.00 City of Temecula Date UNION BANK OF CALIFORNIA, N.A. CONTRACT EXTENSION FOR BANKING SERVICES This Contract for Banking Services (hereinafter "Contract"), effective September 16, 2003, by and between UNION BANK of CALIFORNIA, N.A. (hereinafter "BANK"), and The CITY OF TEMECULA (hereinafter "CITY"), is in accordance with California Government Code 53682. WHEREAS, in the judgment of the Treasurer this Agreement is to the public advantage; and City, WHEREAS, CITY desires to secure a wide range of banking services to be provided by a single financial institution pursuant to an Agreement; and, WHEREAS, BANK submitted a contract renewal proposal which CITY deems to be the most complete and responsive to CITY'S banking services needs, and will provide the CITY the desired types, availability and quality of services; and, WHEREAS, BANK represents to CITY that it meets the requisite legal and other qualifications and possesses sufficient financial strength and capacity to render the banking services sought by CITY. NOW, therefore, in consideration of mutual covenants, it is agreed the BANK will service CITY'S banking needs for a contract extension period of four (4) years with an expiration date of December 31, 2007. BANK will guarantee fixed unit pricing for banking services for the entire contract period. CITY will be the sole selector of services to be utilized. ANY mutual amendments to this contract will be an addendum to this contract. THIS contract may be terminated on thirty (30) days written notice by either party disclosed in the contract for deposit of monies as required by the California Government Code. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA BY: Shawn D. Nelson, City Manager/Treasurer A'CrEST: BY: Susan W. Jones, CMC, City Clerk UNION BANK OF CALIFORNIA, N.A. BY: Jerry D. Rogers, Vice President DATED: Approved As to Form: BY: Peter M. Thorson, City Attorney p:/FinancedContractsm-z/union bank.bank srvcs.amend 2 I ATTACHMENT A Attached hereto and incorporated herein is the revised pricing for specific services to be added to Exhibit B of the original agreement. Pricing valid through the contract extension date of 12/31/2007. All other standard terms and conditions apply. All other pricing is standard. p:/FinanceJContractsm-zIunion bank.bank srvcs.amend 2 2 City of Temecula Contract Extension Terms and Conditions 1-Jul-03 Account Maintenance- WEB Positive Pay Plan #1 Check Issue Trans- Base WEB Prior Day Rpt WEB PD Detail Item Printed WEB PD Summary Item Printed Monthly Statement- WEB 25.00 100.00 10.00 80.00 0.20 0.20 5.00 15.00 100.00 10.00 80.00 0,10 0,10 5.00 10.00 75.00 5.00 60.00 0.10 0.10 3.00 Annual Savings Based on April 2003 Volume of Activity Account Maintenance- WEB Positive Pay Plan #1 Check Issue Trans- Base WEB Prior Day Rpt WEB PD Detail Item Printed WEB PD Summary Item Printed Monthly Statement- WEB Total Annual Savings Pricing valid th.ugh contract extension date of 12/31/2007 All other standard terms and conditions apply All other pricing is standard $ 540.00 $ 300.00 $ 420.00 $ 240.00 $ 1,356.00 $ 18.00 $ 72.00 $ 2,946.00 City of Temecula Date ITEM 8 APPROVAL CITY A'I-rORNEY DIRECTOR OF FINA, I:~.CE~ CITY MANAGER .~,~ CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: James O'Grady, Assistant City Manager DATE: September 23, 2003 SUBJECT: Approve the Sponsorship Request For "The Good Old Days Car Show" Prepared by: Gloda Wolnick, Marketing Coordinator RECOMMENDATION: 1) That the City Council approve funding for "The Good Old Days Car Show" for actual City support costs which are estimated to be approximately $40,000. 2) That the City Council approve "The Good Old Days Car Show" Sponsorship Agreement with Central Coast Productions in substantial form with the final Agreement being subject to approval by the City Attorney and authorize the Mayor to execute the Agreement. DISCUSSION: The Temecula Town Association has staged the Temecula Rod Run since 1997. Due to the Temecula Town Association's (TTA) failure to submit financial and operating records and other concerns with the TTA, the City sent out a Request for Qualifications (RFQ) to eleven event planners and organizations to plan, promote and produce a car event to be held in Old Town Temecula in spring 2004. This event will replace the Temecula Rod Run, which has been a signature event in Old Town Temecula for the past 17 years. Attendance for previous Rod Run events have ranged between 40,000 - 55,000 people for the weekend and showcases a cross section of up to 800 classic cars, hot rods, and custom cars. Rod Run venues have included musical entertainment, dances, Show and Shine, poker runs, and awards ceremonies. Councilmembers Jeff Comerchero and Ron Roberts and staff reviewed the six proposals that were submitted to the City. Interviews with two of the applicants were conducted on Tuesday, September 16th. AS a result of the interviews, Central Coast Productions is recommended as the event organizer to put on the 2004 car show held at the beginning of the year. \~San3~city manager\Wolnickg~Agendareports~Spdng Car Show '04.doc 1 Central Coast Productions has extensive experience in producing and promoting car events. The company is one of the largest statewide producers of car show events and has been presenting car shows for more than eighteen years. Some of their California shows include: Cars by the Bay, Avila Beach; Fun in the Sun Car Show, Pismo Beach; Wheels of SLO, San Luis Obispo; and Woodies and Rods, Pismo, Beach. Staff has checked references on Central Coast Productions and is satisfied with the background information we received. The City of Temecula hosts a wide array of special events year-round all adding to its rich quality of life. Residents and visitors look forward to attending these popular events each year and the events help make Temecula the unique community that it is. The annual car show provides great exposure for Temecula both on a local and national level. This event increases tourism revenue for the City's restaurants, hotels, shopping centers and wineries. Furthermore, this event will serve as a fundraiser with $5,000 of the net proceeds directed towards a local non-profit organization(s), which would bo approved by the City's Economic Development Subcommittee. Other local service groups such as the Boys and Girls Scouts of Amedca, Boys and Girls Club, etc. will also be supported by seeking to include them in event activities. Due to the fact that the car show promotes tourism in Temecula, the funding of City support services would come from the General Fund's budget. The City will provide funding for all City support costs and no direct funding. Such funds have been included in the operation budgets of the various City Departments that will be involved. There will be no commissions paid to any party for the City of Temecula's sponsorships. Event Central Coast Productions will produce "The Good Old Days Car Show," which will be held in Old Town Temecula on February 28 - 29, 2004. The event will include 800 - 900 hot rods and classic cars. There will be no Beer & Wine Garden or alcohol sold at this event. Planned event activities will include a Friday evening cruise which will be open to only those cars registered in the event, Show & Shine, Saturday evening dance or concert, and an awards ceremony on Sunday. It is anticipated that Central Coast would be the event sponsor for a minimum three-year period, provided that the event is successful in the City's determination. This will be reviewed annually. Numerous types and forms of advertising will be used in promoting this event. Radio, television, newspaper, website, and direct mail as well as attending other car events will all contribute to the events collective marketing strategy. Additional exposure will be utilized through Central Coast Production's major sponsors. Event Funding City sponsorship includes all City support service costs including police, fire and public works for "The Good Old Days Car Show." The costs of support services for the sponsorship of "The Good Old Days Car Show" are estimated to be roughly $40,000. The FY 2003-04 budget provides funding for these City support service costs. \~San3~city manager\Wolnickg~Agendareports~Spring Car Show '04.doc 2 FISCAL IMPACT: The City support costs for "The Good Old Days Car Show" is included in the FY 2003-04 Operating Budget of the vadous support departments for the recommended sponsorship amounts. Once the event Agreement is executed in final form, Central Coast Productions will be able to receive City support services at the time of the event. ATTACHMENTS: ~The Good Old Days Car Show" Attachment A - Sponsorship Package Attachment B - Central Coast Productions Qualifications Attachment C - 2004 Budget and Event/Marketing Program Attachment D - City Support Services and Costs Attachment E - Sponsorship Agreement/Model Conditions of Approval \~San3~city manager\Wolnickg~Agendareports~,Spdng Car Show '04.doc 3 ATTACHMENT A "The Good Old Days Car Show" Sponsorship Package \~San3~city manager\Wolnickg~Agendareports~Spring Car Show '04.doc "THE GOOD OLD DAYS CAR SHOW" PRESENTING SPONSOR BENEFITS As Presenting Sponsor for "The Good Old Days Car Show," the City of Temecula will receive: · The City of Temecula will be prominently displayed throughout the marketing and promotions of"The Good Old Days Car Show." · Logo or name on advertisements and flyers relating to "The Good Old Days Car Show." · City name on all driver, vendor and sponsor materials. · City name on official event t-shirts. · Licensing rights allowing use of event logo in the City's marketing program. · Full-page advertisement for City of Temecula in the official program. · Fifteen (15) official event souvenirs. · Fifteen (15) VIP passes. · City of Temecula marketing and publicity pieces included in driver gift bags and City information prominently displayed within Central Coast Production's souvenir booth. (Publicity items provided by the City of Temecula). ATTACHMENT B "The Good Old Days Car Show" Central Coast Productions Qualifications \~San3~city manager\Wolnickg~Agendareports~Spring Car Show '04.d~c The contents &this proposal are considered PROPIETARY and the Sole Property of Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission &California Coast Productions Inc. Section 1 1.0 Qualifications The subject of qualifications is really the center point and heart of this proposal. We at Central Coast Productions Inc. are clearly one of the largest statewide producers of car show events drawing in excess of 150,000 spectators with a car owner participation of approx. 5,000 vehicles. We are confident that we are the car production company with the experience to provide a risk free environment when it comes to a controlled and safe presentation. Further, as you will see as you review this information, Central Coast Productions is the promoter that can provide the city of Temecula a new partner and management team without loss of income or vitality during the transition. We recognize and agree with the descriptions of the existing car show in the RFP as an "outstanding" event that has been in existence for more than 17 years. Our approach and planning has eliminated risks associated with transition, while bringing new ideas, and economic growth and management team experience to the futura Temecula Car Shows. 1.1 Organization Our approach to management, organization and implementation is to put the correct people, with the correct skill sets, in the correct positions. Mike Madden and Joe Rivera represent the senior management team of Central Coast Productions operating with decades of management experience in the production, entertainment and promotion industry. Both Mike and Joe are corporate officers of Central Coast Productions Inc. Joe Rivera as Vice President and Director of Operations has successfully implemented car show operations for more than 17 years, adding critical background for transition of the Temecula show. It is with his help combined the management experience of Mike Madden that we can represent a "seamless" low-risk transition to the Temecula community relative to the Spring show. Katie Hannah is our senior staff Administrative Director providing the day-to-day continuity of the operation. Katie has been directly involved with car show production and has experience in all aspects ranging from the planning phase through marketing, memhandising, and post show activities. Thc contents of this proposal are considered PROPIETARY and the Sole Property &Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. The contents of this proposal are considered PROPIETARY and the Sole Property of Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. Publications & Graphics ~' ....... [~ ..... ~ Katie Hannah ~; ~ ~:;~J~.,_~ ~ ..... ~. ~?; Administrative Director 1~2.D~recfor~o~O~erafions. ~ Woody Woodruff Day of Event Operations Manager Steve Ashford Director of Logistics Central Coast Productions Inc. Key Personnel Organization Chart Another significant area that Central Coast Productions has been successful is our Logistics Director, Steve Ashford. Steve Ashford cut his teeth in the Logistics and production portions of promotional events by acting as the Director of facilities for the Garlic Festival conducted in Gilroy California for more than 20 years. His ability to interface the requirements between civic and government organizations as well as supporting charitable organizations is unprecedented. Steve's background includes his role as Transportation Manager for the SPGA event held annually in the greater San Jose California area. Central Coast Productions Inc. is an Equal Opportunity employer and does not discriminate because of race, creed, color, national origin, sex, sexual orientation, marital status, religion, ancestry, mental or physical disability, or age except where such is a bona fide occupational qualification. This position is applicable to employees, vendors and customers. (For more complete biographies on each of these key players see Attachment A.) 1.2 Professional Background Central Coast Productions has an ownership structure made up of individuals with literally decades of experience in the Car Show Promotion, Entertainment, Business and Civic environments. Mike Madden along with the additional support of our Operations Vice President, Joe Rivera comprise an unbeatable team that can provide the appropriate safe, clean, and controlled event presentation. Without question, our business process and controls will afford appropriate visibility and financial accountability into the The contents of this proposal are considered PROPIETARY and the Sole Proper~ of Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. The contents of this proposal are considered PROPIETARY and the Sole Properg~ &Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. Temecula car show. This is an important feature as we see the relationship with the City of Temecula as a partnership and not simply a promoter/city hall relationship. This partnership will become even more evident as you read Sections 2.4 Community and 2.5 Government Relationship along with 4.1 Compensation to the city. 1.3 Car Show Affiliations California Classic Production is directly responsible for five car show presentations throughout the state of California. These shows are centered in the central coast region of Califomia.. Section 2.1 of this proposal will identify the 2004 line up of shows being planned for next season. The Temecula Spring event fit like a glove into our planning for next year. 1.3.1 Advisory Council Central Coast Productions recognizes that we are not the end-all to the car show production business, but rather, is striving for improvement with each and every show and each and every season. As a sounding board, we have formed Advisory Council made up of some "heavy weights" in the car show presentation industry. These representatives come from all facets of the car show presentation arena, promoters, car show participants and car club representatives. We meet on a quarterly basis to discuss the directions the industry is moving and attempt to draw from these resources to initiate "out-of-box" strategic planning. The contents of this proposal are considered PROPIETARY and the Sole Property &Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. The contents of this proposal are considered PROPIETARY and the Sole Property of Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. Mr. Rick Peterson Beach Street Revival Clearlake Revival Lake Tahoe Mr. Willie Davidson Hot August Nights Deadwood SD Laughlin NV Las Vegas NV Mr. Bob Reamer Attorney at Law Torrance Ca 1 O-Year Car Show Participant Mr. Carl Swank President South Valley Street Rods Gilroy Ca Mr. David Hill California Highway Patrol Mr. Mike Lady Mayor, Arroyo Grande Classic Car Collector The contents of this proposal are considered PROPIETARY and the Sole Property of Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. The contents of this proposal are considered PROPIETARY and the Sole Properly of Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. Attachment A Key Participant Biographies Mike Madden -President The following information will identify those elements of my career that relate and lead to my role in Central Coast Productions and the future relationship with the Car Show presentations in the community of Temecula Ca. Bom in the "Motor City", Detroit Michigan and raised and schooled in Southern California I suppose it was only a matter of time that a son of one of the Vice-Presidents of the Ford Motor Company would ultimately find his way into an automobile related business. The route that brings me to senior partner of Central Coast Productions is a parallel road one path in business the other in entertainment. The entertainment side of my career began just out of high school where as a drummer I formed a band in the 60's in southern California. 1967 1 was signed along with 4 other musicians to Columbia Records Hollywood California. After three singles were released, we moved on to United Artists and recorded an album of self-written material. The important point to this portion of the story is that it was in these young years I became associated with many artists and producers in the entertainment and rock and roll community. Over the years these contacts have become extremely beneficial in the production of events. The other path in my career route is one of far less excitement but none-the-less as critical to bring me to this point in time. As my music took an appropriate back seat to raising my family, I applied myself to various roles in the Aerospace and Communications industry. Next year I will end a 31-year career finishing as a senior level Project Manager for the Lockheed Martin Corporation in San Jose California. During this career I have sold and managed millions of dollars in business as well as managed the implementation of several 50 million dollar projects. Now the entertainment business never really ended it only took its appropriate place in my life. This year marks the 22nd year ofa 50's and 60's rock and roll band that I helped form. Shaboom has played all over the western United States and Hawaii for major festivals and Car Show Events. This entertainment entree to the Car Show arena has provided me repeated direct access to the promotion side of the business as well as providing complete packages of entertainment for several venues. These packages include not only the entertainment but also all the associated staging sound and lighting. The contents of this proposal are considered PROPIETARY and the Sole Property of Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. The contents of this proposal are considered PROPIETARY and the Sole Property of Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. Both of these backgrounds fit like a glove into Central Coast Productions operation. The Car Show presentation is after all an entertainment activity. Along with the entertainment background the education and business experience these provide a sound platform for sales contracting and negotiations, but most of all a keen understanding of the principals of business. As to specifics related to Car Show presentation, I have for the last four years provided the production of the Garlic City Fun Run in Gilroy California. With the help of a volunteer staff this show has continued to grow by 50% this year reaching a participant count of 400 vehicles, and a spectator participation of 10,000 people. Most significant is the cooperative relationship that I have established with both the Downtown Merchants Association and the City of Gilroy. We are currently in the 3rd year of a 5-year agreement with plans to transition to Central Coast Productions and a 3-day event next year. Joe Rivera - Vice President Nearly Joe's entire working life has been spent in the production of events of one type or another. Coming from the Napa area of California to the central coast of California some 20 years ago, Joe and his family initiated the Fun in the Sun Car Show in Pismo Beach California. Now in it's 19th year Joe as a part of Central Coast Productions continues to produce this event. Along the way Joe has added the Avila beach and San Luis Obispo events as well. Joe is married with twin 18-month-old sons, all residing in Santa Maria Ca. Steve Ashford - Director of Logistics Services The following information will chronologically identify the background, which provides the basis of my position with Central Coast Productions. On the personal side I have been happily married since 1981, with two exceptional sons. Adding to my success, my wife is a tree partner in my event planning activities and has operated our retail Antique Store in Gilroy Ca. for many years. It is the operation of this retail business that has afforded me the opportunity to extremely involved in city and downtown business organization management. Since 1975 I have been an Independent General Building Contractor specializing most recently with remodeling of bath commercial and residential structures. This specific element of my background provides the necessary skills and experience to deal with the many municipal building codes, fire regulations as well as specialty areas such as health department requirements. As you will see as I continue this The contents of this proposal are considered PROPIETARY and the Sole Property of Central Co~st Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. The contents of this proposal are considered PROPIETARY and the Sole Property of Central Coast Productions Inc. and are not to be reproduced or distributed without express written pemaission of California Coast Productions Inc. account of my career owning my own business affords me the time to apply myself as required to the California Classic Team. Further, as the Production Company expands, my plans are to continue to grow in that direction. The following is a summary of activities that are directly related to the current position with California Classic Productions: 1990-Current Gilroy Garlic Festival - I represent the single contact paint responsible for all event parking related tasks such as, Set-up, Volunteer Recruiting, and Day-of-Event Management. This year the parking area spanned 148 acres and will require supervision of 600 volunteers. 1998 Elected to the Gilroy Downtown Merchants Association Board of Directors. 1999 Elected as Vice-President of the Gilroy Merchants Association and accepted role as the Event Committee Chairperson. As the Chair I was responsible for the presentation of the following activities. Let me make clear that my responsibilities required the responsibilities for all related operations tasks to include permit acquisition, facilities acquisition and planning, logistics complete through tear-down and clean up: 1999 - 2000 Organized and presented 2 downtown Antique Fairs. Organized with the U.S, Postal Service to bring the '"Centennial Train" through Gilroy as a timed event with the Gilroy Downtown Street Fair. Organized and implemented the Downtown Farmer's Market. This has become a monthly activity. 2000 - 2001 Organized and implemented the "100-Year" centennial motorcycle event for the Indian Motorcycle Company, which concluded it's cross-country run in Gilroy with a well received community event on the downtown streets. Staging for this event includes the coordination of a significant entertainment package from Hollywood California. Created and implemented the Downtown Pasta Extravaganza providing facilities, services and entertainment on the city streets for a sit-down dinner for more than 800 people. Garlic City Fun Run 2001 Operations Manager, responsible for all the logistics features necessary to put the event "on-the-ground. 2002 -2002 Appointed to sit on the Gilroy Chief of Police Advisory Council representing city event operations planning. 2002 Hired by the Senior PGA "Siebal Classic" event in San Jose Ca. for the responsible operations manager for Transportation and Parking. The contents of this proposal are considered PROPIETARY and the Sole Property of Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. The contents of this proposal are considexed PROPIETARY and the Sole Property of Central Coast Productions Inc. and are not to be reproduced or distributed without express wfiUen permission of California Coast Productions Inc. Transportation included the planning and implementation of an elaborate Shuttle System for spectators visiting the event, Gilroy Youth Commission Event Advisor, The contents of this proposal are considered PROPIETARY and the Sole Property of Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. The contents of this proposal are considered PROPIETARY and the Sole Property &Central Co~st Productions Inc. and are not to be reproduced or distributed without express written permission &California Coast Productions Inc. 2.1.1 Avila Beach - "Cars by the Bay", 2 years - 350 cars - 15,000 spectators This spectacular event is held on the l0th fairway of the Avila Beach Golf Resort located in Avila Beach, Ca. every third weekend in April, we bring hundreds of cars, thousands of spectators and millions of smiles to the Cars by the Bay Car Show and the surrounding community. This event includes hot rods, classics, antique and custom cars, trucks and motorcycles. This two-day show also includes live entertainment, food, arts & crafts, a kid's fun zone and much more. After only two short years there is a clear path to an ever-growing event in the Avila Beach community. Further from a Pismo Beach perspective the residual value for this April event is the associated effect of visitors on business community. The contents of this proposal are considered PROPIETARY and the Sole Properiy of Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. The contents of this proposal are considered PROP1ETARY and the Sole Proper~ of Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. 2.1.2 Pismo Beach - "Fun in the Sun", 17 years - 800 cars - 65,000 spectators One of the most popular events in the West Coast, this show has a proven track record of professionalism, organization and is the place to be on the 3rd weekend in June. In 1985 when the show was created, the goal was to bring tourism to the City of Pismo Beach in an off-season month before the beginning of the summer. Today it has grown to over 65,000 spectators, hundreds of car participants, and has increased the City's revenue of bed tax by 50% up to almost a halfa million dollars for the month of June. This show kicks off with a fantastic beach BBQ; two-day poker mn and a cruise that can't be beat anywhere. Two days of show and shine, auto related display booths, live entertainment and is a vacation destination for thousands of families. The average car participant coming to the show is spending almost one thousand dollars per weekend and is staying an average of 3.1 nights. The contents of this proposal are considered PROPIETARY and the Sole Property of Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. The contents of this proposal are considered PROPIETARY and the Sole Property of Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. 2.1.3 San Luis Obispo - "Wheels of SLO", 5 years, 400 cars - 20,000 spectators If you have never been to downtown San Luis Obispo, CA then you are sure missing the heart of the Central Coast. The Wheels of SLO is one of the best local shows across the State. Set in downtown SLO (home of the famous Thursday Farmer's Market), this show offers a beautiful downtown environment where the ladies can shop and the guys can talk shop. This show also kicks off with a Friday night BBQ and a cruise down the main street. A two-day show, a kids zone, clowns, food, arts & crafts and a special guest each year make this show an eventful weekend for all. The contents of this proposal are considered PROPIETARY and the Sole Property of Central Coast Productions Inc. and are no* to be reproduced or distributed without express written pemfission of California Coast Productions Inc. · The contents of this proposal are considered PROPIETARY and the Sole Properly of Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. 2.1.4 Pismo Beach - Woodies & Rods, October 2003 The City of Pismo Beach awarded the 6- year contract for this car show just this year; our approach is to produce a show with the same caliber as the June show, with improvements as appropriate. Since most show presentations end in late August, this show should be presented as the "End of Summer" show, extending the car show season for the Central Coast and Northern California areas. This show is similar in format to the June presentation with a twist in marketing by targeting a similar clientele but focus more on a specific cross-section of cars. A "Woodie' Show. The attendance for this show is currently at 400 cars, 40 vendors and we expect a spectator volume of 40,000 people 2.1.5 Endless Summer As a new show for 2004, initial discussions have been completed with a northern California city to produce a new fall show in 2004. This expansion is in keeping with the planning of Central Coast Productions. Further, the format of a downtown presentation is just the correct style of car show event for Central Coast Productions Inc. The contents of this proposal are considered PROPIETARY and the Sole Proper~y of Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. ATTACHMENT C "The Good Old Days Car Show" 2004 Budget and Marketing Program \\San3~city manager\Wolnickg~Agendareports~Spdng Car Show '04.doc The contents of this proposal are considered PROPIETARY and the Sole Proper~ of Central Coast Productions Inc. and are not to be mpreduced or distributed without express written permission of California Coast Productions Inc. Marketing An extensive marketing campaign for the show will be outlined in order to show the city the dollar value that was spent targeting the correct market. Working with the city to effectively coordinate and maximize our respective efforts is essential to our business and collective goals. We look forward to this approach because of the teaming opportunities developed along the way. With our experience and background, we can guarantee that we will conduct an appropriate, professional and high-quality marketing campaign to include many advertising, publicity and promotion elements. Numerous types and forms of advertising will be used in order to maintain and reach the perfect target. Radio, Television, Billboard, Newspaper, Direct mail as well as attending other similar events will all contributed to this shows collective marketing strategy. We recommend that most of this sort of exposure continue with an assist from the cities Visitors Bureau providing input to maximize our joint potential. Our capability to secure car show sponsors is clear and evident in the materials supplied in Attachment D. The reason sponsors support our events are because of foot traffic and audience visibility. The mom the exposure, the more sponsors can multiplex product recognition and sales. Our history of sponsors includes and is not limited to the following; Sear's Automotive and Tire, Car Quest Auto Parts, Budweiser, Napa Auto Parts, Jiffy Lube, Chevron, Valvoline, Pennzoil, United Rentals, Meguiar's and Pennzoil etc. Our goal is to continue these efforts and to continue different levels of sponsorships giving every business an opportunity to get involved. One of the most significant masons for our success is the fact that Central Coast Productions is producing events statewide. This gives us a platform with wider advertising visibility than 90% of the other event promoters. Temecula with selection of us for their future, is going to benefit in several ways from this wider platform of advertising, Not the least of which is the residual post-event visitors that will return or find Temecula for the first time. This is at the heart of the mission for the city to support this or any event. First, to gain event day visibility, but even larger is the residual benefit that lasts months and years after the event conclusion. I suggest that as you review any other responses to your RFP than no other promoter is business sawy enough to understand this point. We at Central Coast Productions are experienced and mature enough to clearly understand the bigger picture for Temecula. Our mailing list of vendors and arts & crafts and car participants can be measured in the tens of thousands. Our reputation for integrity, honesty and follow-through around the state is impeccable and it is this reputation that affords us the return business base year after year. The contents of this proposal are considered PROPIETARY and the Sole Property of Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. The contenls of this proposal are considered PROPIETARY and the Sole Property of Central Coast Productions Inc. and are not to be reproduced or distributed without express written permission of California Coast Productions Inc. Friday and Saturday Nights Clearly the expansion of the show to include events on both Friday and Saturday evenings is necessary. Central Coast Productions is prepared to fulfill this need with controlled, safe and effective activities. Our initial recommendation is the inclusion of a controlled Friday evening Cruise in the downtown area of Temecula. A cruise is certainly a favorite activity for the car participants and spectators as well. The key to the success of this type of activity is in its control and planning. First, the cruise would be open only to those cars registered in the event. The demographics on our participants show them to be responsible adults with an inherent eye for caution and safety. After all these classic automobiles are priced for the most part in excess of $60,000 and their owners take special care not to create any situation that might cause harm to the cars, spectators or the community at large. We have seen cruises that have become unruly and unsafe, this situation occurs as the result of two primary factors. 1. No control, unregistered cars am permitted to cruise allowing an element with no particular investment in the event and 2 .A lack of visible security. Both of these elements can be solved with proper planning and implementation. Second, we are clearly prepared and experienced to present either a dance or concert with outstanding performing artists of the 50's and 60's as well as the use of local talent. We have as a part of our team an individual with more than 40 years of entertainment history. Mike Madden has been a part of hundreds of staged events both as an entertainer and a promoter. With Central Coast Productions planning the event, contracting the performers, staging, lighting and sound our presentations are truly completed in a professional manner. These as well as other possibilities are available to us once we are awarded the contract. Any extracurricular even will require planning and coordination with Temecula's Special events staff. We propose that any sidebar event will be planned documented and coordinated prior to implementation. ATTACHMENT D "The Good Old Days Car Show" Estimated City Support Sen/ices and Costs Below am the estimated City generated services and their costs provided to Central Coast Productions for "The Good Old Days Car Show." Staffing in vadous classifications is dependent upon event configuration and anticipated needs. Police Services Service costs: Fire Services Service costs: Public Works Service costs: Communib/Services Service costs: Code Enforcement Service costs: TOTAL ESTIMATED SERVICE COSTS: $26,250.00 $ 4,000.00 $ 4,750.00 $ 2,500.00 $ 2,500.00 $40,000.00 \~San3~city manager\Wolnickg~Agendareports~Spring Car Show '04.doc ATTACHMENT E "The Good Old Days Car Show" Sponsorship Agreement]Model Conditions of Approval \~San3~city manager\Wolnickg~Agendareports\Spring Car Show '04.doc ITEM 9 APPROVAL~E~ CITY ATTORNEY DIRECTOR OF FINAN( CITY MANAGER CITY OFTEMECULA AGENDA REPORT TO: FROM: DATE: · City ManagedCity Council ,,,~t~/illiam G. Hughes, Director of Public Works/City Engineer September 23, 2003 SUBJECT: Consultant Services Agreement for Engineering Design Services for Jefferson Avenue Pavement Rehabilitation - Phase II from South of Overland Drive to Rancho California Road; Project PW02-26 PREPARED BY: A~mer Attar, Principal Engineer 4::/~Mayr~' - ~ a De La Torre, Associate Engineer RECOMMENDATION: That the City Council: Approve an agreement with AEI CASC Engineering in an amount not to exceed $85,611.00 to design Jefferson Avenue Pavement Rehabilitation - Phase II from south of Overland Drive to Rancho California Road, Project No. PW02-26 and authorize the Mayor to execute the agreement. Authorize the City Manager to approve Change Orders not to exceed the contingency amount of $8,561.10, which is equal to 10% of the agreement amount. BACKGROUND: The Jefferson Avenue Pavement Rehabilitation - Phase II project is identified in the City's Capital Improvement Program Budget for Fiscal Years 2004-2008. In this project, Jefferson Avenue pavement will be rehabilitated from approximately 650-ft south of Overland Drive to Rancho California Road, as necessary. Improvements in this 1.4-mile reach will include, but not be limited to: pavement grinding and overlay, complete removal and replacement of existing street structural section, signing and striping and modifications to existing driveways, as required. Request for Proposal No. 120 to provide professional engineering design services was sent to ten (10) firms. The following three (3) firms submitted proposals: AEI CASC Engineering Kevin Cozad & Associates, Inc. GFB-Friedrich & Associates, Inc. Temecula Hemet Riverside The firms were ranked as shown above. Staff determined that AEI CASC Engineering was the highest ranked consultant based on their proposal. They have successfully performed similar projects in the past, including projects in the City of Temecula. In addition, the firm maintains an R:~AGENDA REPORTS~003\092303\PW02-26 Jefferson Ave Pvmt Rehab.doc office in Temecula. Staff has negotiated a scope of work and an equitable fee with AEI CASC Engineering for the professional services. This project will improve and extend the pavement life of Jefferson Avenue, which is a highly used arterial highway in Temecula. This project will also mitigate the possible "bottoming-out" of vehicles at specific driveway entrances/exits along Jefferson Avenue. FISCAL IMPACT: The Jefferson Avenue Pavement Rehabilitation - Phase II is a Capital Improvement project is funded with Measure A funds. The total contract amount for the design agreement is $94,172.10, which includes the contract amount of $85,611.00 plus the 10% contingency amount of $8,561.10. Adequate funds are available in Account No. 210-165-621- 5802. ATrACHMENTS: Project Description Project Location Consultant Services Agreement R:~AGENDA REPORTS~003\092303\PW02-26 Jefferson Ave Pvmt Rehab.doc CITY OF TEMECULA AGREEMENT FOR PROFESSIONAL DESIGN SERVICES JEFFERSON AVENUE PAVEMENT REHABILITATION - PHASE II PROJECT NO. PW02-26 THIS AGREEMENT, is made and effective as of September 23, 2003, between the City of Temecula, a municipal corporation ("City") and AEI CASC ENGINEERING, ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM. This Agreement shall commence on September 23, 2003, and shall remain and continue in effect until tasks described herein are completed, but in no event later than June 30, 2004, unless sooner terminated pursuant to the previsions 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 p roviding 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 provisions of Sections 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code. Pursuant to the previsions 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 Eighty Five Thousand Six Hundred Eleven Dollars and No Cents ($85,611.00) 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 up to ten percent (10%) of the amount of the Agreement or $25,000.00, but in no event shall the total sum of the agreement (basic agreement amount and contingency amount) exceed twenty -five thousand dollars ($25,000.00). Any additional work in excess of this amount shall be approved by the City Council. c. Consultant will submit invoices monthly for actual services performed. Invoices shall be submitted 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 nondisputed fees. If the City disputes any of consultant's fees it shall give written notice to Consultant within 30 days of receipt of a invoice of any disputed fees set forth on the invoice. 6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSF. 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 pdor 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 OFCONSULTANT. 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 pedod 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. 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 identi- fied and roadily 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 o f a II work, data, documents, proceedings a nd activities r elated t o t his Agreement. Such records, together with supporting documents, shall be maintained fora pedod 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 injudes 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 naturo 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: Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88. (2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles, a non-owned auto endorsement to the General Liability policy described above is acceptable. (3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker's compensation insurance is not required, but Consultant shall execute a declaration that it has no employees. (4) Professional L lability Insurance s hall b e written o n a policy form providing professional liability for the Consultant's profession. Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: One Million Dollars $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (2) Automobile Liability: One Million Dollars ($1,000,000) per accident for bodily injury and property damage. (3) Worker's Compensation as required by the State of California; Employer's Liability: One million dollars ($1,000,000) per accident for bodily injury or disease. (4) Professional Liability coverage: Two Million Dollars ($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 insurance coverage shall be pdmary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. (3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (4) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (5) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, 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 Citywith 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 altemative 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 adsing 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 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, Ietters o f support, testimony a t depositions, response t o interrogatories o r other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. b. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the dght, 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. 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 (1) 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 pady 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: 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 AEI CASC Engineering 937 South Via Lata, Suite 500 Colton, California 92324 Attention: Steve Hosford '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. 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 distdct court with geographic jurisdiction over the City of Temecula. In the event such litigation is filed by one party against the other to enfome its dghts under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attomey 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 wdtten, are merged into this Agreement and shall be of no further force or effect. Each party is entedng 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above wdtten. CITY OF TEMECULA Jeffrey E. Stone, Mayor Attest: Susan W. Jones, CMC City Clerk Approved As to Form: Peter M. Thorson, City Attorney CONSULTANT AEI CASC Engineering Steve Hosford 937 S. Via Lata, Suite 500 Colton, CA 92324 (909) 783-0101 Lisa Van Essen, Principal Richard Sidor, Principal (Signatures of two corporate officers required for Corporations) EXHIBIT A TASKS TO BE PERFORMED PROPOSAL TO PROVIDE PROFESSIONAL ENGINEERING D~IGN SERVICES FOR JEFFERSON AVENUE PAVEMENT REHABIUTATIO~HASE II FROM OVERLAND DRIVE TO RANCHO CALIFORNIA ROAD; PROJ~T NO. PW 02-26 dic Works/CIP / of Temecula P,O. BOx 9033 43200 Business Park Drive Temecula, CA 92589:9033 AEFCASC Engineering 93~7 SoUth Via Lata, Suite 500 ~iton, CA 92324 AEI ,'CASC ENGINEERING PROFESSIONAL ENGINEERING DESIGN SERVICES FOR JEFFERSON AVENUE PAVEMENT REHABILITATION--PHASE II FROM OVERLAND DRIVE TO RANCHO CAUFORNIA ROAD; PROJECT NO. PW 02-26 PROJECT DESCRIPTION The Jefferson Avenue Pavement Rehabilitation Phase II project consists of pavement rehabilitation on Jefferson Avenue from approximately 650 feet south of Overland Drive to Rancho California Road including an analysis of the existing pavement condition to determine limits roadway requiring pavement grinding and overlay and/or complete removal and replacement of the existing pavement and to evaluate the existing driveway approaches and curb and gutter to determine which portions need to be reconstructed, and to provide replacement striping and detector loops. · The following items of work are beyond the scope of this work: · Preparation of traffic signal plans · Conducting Field Survey · Improvements to intersections beyond the intersecting curb returns · Preparation of Traffic Control Plans · Cros~ Sections 1. Phase One - Preliminary Engineering A. Proiect Start-Up I. Kick Off Meeting - Meet with City of Temecula staff to review the project, discuss the design approach, Driveway Reconstruction Criteria, establish guidelines to ensure good coordination with the City and to discuss the previous reports and efforts of the subject project. 2. Data Gathering/Research - Utility Coordination - Initial Utility Notification is provided by the City of Temecula. - Record Information - Collect any available record drawings, survey control maps, etc from the City. B. Pavement Evaluation 1. Literature Review - Review the above referenced reports in detail including published and unpublished soil and geologic data in our files and as available from appropriate public agencies to establish subgrade R-values for design of the new pavement section(s), establish design value(s) for the existing AC and to evaluate the moisture content of the subgrade soil reported by CHJ, Inc. Other geotechnical reports provided by the City will are reviewed. Field Evaluation ~ Perform field evaluation program consisting of a visual pavement condition survey in accordance with MS4 Guidelines to differentiate areas of the existing pavement surface which may be suitable for overlay from areas which will require some type of major rehabilitation or reconstruction. 3. Analysis and Report Preparation - The geotechnical design report for pavement improvements is prepared in general accordance with Caltrans Standards and presents the PROFESSIONAL ENGINEERING DESIGN SERVICES FOR JEFFERSON AVENUE PAVEMENT REHABILITATION--PHASE II FROM OVERLAND DRIVE TO RANCHO CALIFORNIA ROAD; PROJECT NO. PW 02-26 data obtained during our literature review and field evaluation, as well as conclusions and recommendations pertaining to the following: · Project Site Description · Site Geotechnical setting and groundwater conditions. · Description of the existing asphalt concrete pavement along the alignment. · Summary of the pavement and aggregate base, thickness measured in the planned site borings and references. · Pavement rehabilitation recommendations, addressing heater m-mix, asphalt concrete overlays, removal and reconstruction of existing pavement areas, and structural sections for new pavement areas · Discussion of the recycling of existing materials within Project. C. Site Review & Assessment - 1. Field Walk - Using the available record drawings and topographic data, a field walk is performed to identify the condition of driveways and curb and gutter. 2. Driveway Scraping Analysis - Using the available survey, and based on the field observation, Cross Sections are developed for specific drive approaches that show signs of scraping. Solutions of either modifying the roadway cross fall to a standard percentage, or reconstructing the driveway to a more favorable grade is pursued. D. 30% Conceptual Proiect Layout I. Formatting Existing Topography File-- The Topographic Survey provided by the City is reformatted to standard lines and layers used by AEI-CASC Engineering. 2. Plan Preparation--Based on the available mapping and record drawings, 40-scale plan only drawings are prepared that show the limits of pavement overlay and reconstruction based on the recommendations of the Pavement Evaluation. Specific locations of drive approaches to be reconstructed are shown on the drawing based on the findings of the Site Review. E. Conceptual Design Review - Present the findings with the City of Temecula Staff. The purpose of the meeting is to establish the scope of work for the Design Engineering Phase. Presented for the City's review and approval is the following: 1. Pavement Recommendation Report - A brief summary of the Pavement condition findings including the recommended method of rehabilitation of reconstruction including recommendations regarding the use of recycled materials. 2. Conceptual Cost Estimate - An opinion of probable construction cost based on the preliminary measurement of needed improvements and the findings. DELIVERABLE: Three bond copies and one Vellum set of the Conceptual Plans, three copies of the Pavement Evaluation Report, and one copy of the Conceptual Cost Estimate E. Proiect Management & Coordination - Attend monthly progress meetings, prepare reports and meeting minutes, and perform general coordination and management functions associated with Phase One. PROFESSIONAL ENGINEERING DESIGN SERVICES FOR JEFFERSON AVENUE PAVEMENT REHABILITATION--PHASE II FROM OVERLAND DRIVE TO RANCHO CAUFORNIA ROAD; PROJECT NO. PW 02-26 G. Reimbursable Expenses - AEI.CASC Engineering will bill Temecula for reimbursable costs associated with this project. The estimated cost is $693.00 and is included in the Fee Estimate and will be billed only as incurred. Additional costs are billed on a time and material basis in accordance with our Standard Hour Fee rate and as authorized by the city. 2. Phase Two - Design Engineering A. Approval of Preliminary Engineering - Phase Two begins upon the City's approval or suggested alteration of the scope of work described in the findings of Phase One. B. 70% Plans and Estimate 1. Preliminary Plans (70%) - AEI.CASC Engineering prepares roadway improvement plans to a 70% level of completion in accordance with the suggestions from the approved Pavement Evaluation Report, record drawings, field survey, and by direction of the City of Temecula. Though enough information is shown on the 70% drawings to prepare accurate Quantities, and allow the City to review the project, various details, notes, and other data may be omitted from this preliminary design submittal. Plans consists of the following: · Title Sheet (One Sheet) - Shows project title, vicinity map, sheet index, and general notes in accordance with the City's format. · Typical Section & Detail Sheet (One Sheet) - Shows Typical Section and the method of pavement rehabilitation. Also contains items of work such as, pavement grinding and feathering details, Street Cut & Reconstruction details, Driveway reconstruction details, and non-standard details. · Roadway Plans (Seven Sheets) - It is anticipated that the Street Improvement Plans will consist of Plan and Profile drawings at 1" = 40 feet. The centerline finished surface elevation of the reconstructed pavement is established by projecting a standard cross fall measured from the existing lip of gutter and making adjustments within the City's tolerances to create a smooth profile grade. The profile shows the existing and proposed centerline grades and the existing lip of gutter or top of curb grades as dashed lines with the existing elevations provided. Construction notes, legends, dimensions, limits of work are shown on these drawings. Roadway plans show the existing utilities and identifies adjustment, relocation, or reconstruction of existing utilities. · Striping Plans (Five Sheets) Replacement striping is shown on double tiered topo- strip plans for Jefferson and for any intersecting streets where the existing striping is anticipated to be obliterated by construction. Detector Loop Replacement: Loop replacement design (40 scale) is prepared for all loops to be obliterated during construction including advance loops and limit line loops. The loop replacement design is shown on the signing and striping plans as details. Draft Cost Estimate - AEI,CASC Engineering prepares a preliminary estimate of construction cost using itemized estimated quantifies, cost per unit based on available prices, and a 15% contingency. PROFESSIONAL ENGINEERING DESIGN SERVICES FOR JEFFERSON AVENUE PAVEMENT REHABILITATION--PHASE II FROM OVERLAND DRIVE TO RANCHO CALIFORNIA ROAD; PROJECT NO. PW 02-26 C. Draft Plan City Review - AEI.CASC Engineering submits the 70% plans and estimate to the City of Temecula for review and for further Utility Coordination. It is understood that the accuracy and completeness of the package is the responsibility of AEI.CASC. DELIVERABLE: Three Bond Copies and one Vellum set of the plans, one copy of the Cost Estimate D. 90% Complete PS&E - Copies of the Plans, one copy of the cost estimate. · Plans - Contains revisions and modifications to the 70% review submittal, and finalizing the plan notes and details. The 90% submittal is considered substantially complete. · Storm Water Pollution Prevention Plans - AEI.CASC prepares the NOI and SWPPP in accordance with the requirements outlined in the State Water Resource Control Board's 1999 General Construction Activity Storm Water Permit. · Cost Estimate - The final cost estimate is prepared based on an update of the quantities and on available construction cost data. The cost estimate is formatted as a mock-up bid schedule. · Specifications - AEI.CASC prepares Special Provisions for the specifications using the City's preferred standards and the City furnished boilerplate materials. Each item of work includes the method of payment and measurement. The bid documents are created using the City's proforma specifications including any technical provisions and special provisions. · Quality Review - An independent review of the contract documents assures the City of Temecula a package that is bid-able and build-able. · City Review - AEI.CASC Engineering submits the 90% plans, specifications, and estimate to the City of Temecula for review. Though the plans are unsigned, the project is considered complete and ready for bidding. DELIVERABLE: Three Bond copies and one Vellum set of the 90% complete Plans, one hard copy of the specifications, and one copy of the cost estimate. Final Approved PS&E- Upon the City's approval of the 90% PS&E package, Mylar drawings are prepared for signature and engineer stamp, and a hard copy of the specifications are signed and electronic files of the plans and specifications are forwarded to the City. F. Proiect Management & Coordination - Attend monthly progress meetings, prepare reports and meeting minutes, and perform general coordination and management functions associated with Phase Two. G. Reimbursable Expenses - AEI,CASC Engineering will bill Temecula for reimbursable costs associated with this project. The estimated cost is $2,079.00 included in the Fee Estimate and will be billed only as incurred. Additional costs are billed on a time and material basis in accordance with our Standard Hour Fee rate and as authorized by the City. EXHIBIT B PAYMENT RATES AND SCHEDULE 0 0 ITEM 10 TO: FROM: DATE: SUBJECT: APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE CITY MANAGER ClTY OFTEMECULA AGENDA REPORT City Manager/City Council q~/~William G. Director of Public Hughes, Works/City Engineer September 23, 2003 Approval of Amendment No. 3 to the Agreement between the City and Michael Brandman Associates for Professional Environmental Engineering Services for Pechanga Parkway Phase II Improvements, Project No. PW99- 11 PREPARED BY: . Amer Attar, Principal Engineer Steven Beswick, Associate Engineer RECOMMENDATION: That the City Council approve Amendment No. 3 to the agreement with Michael Brandman Associates to provide professional engineering services for the Pechanga Parkway Phase II Improvements, Project No. PW99-11, for an amount not to exceed $26,300.00, and authorize the Mayor to execute the agreement. BACKGROUND: The purpose of Amendment No. 3 is to provide the necessary additional environmental studies and permits for the Pechanga Parkway Phase II Improvements, Project No. PW99-11. The United States Army Corps of Engineers (USACE) has requested the City to prepare an individual permit in addition to a nationwide permit for the Wolf Valley Creek Channel from Loma Linda Road to Temecula Creek. Due to USACE regional conditions for the Temecula and Murrieta watersheds, USACE requires that the lower channel section of the Wolf Valley Creek channel be processed under the USACE Individual Permit (IP) program. An evaluation of several alternatives to determine the "least environmentally damaging practicable alternative" is required. The City's current contract with Michael Brandman Associates does not include processing a USACE Individual'Permit. Michael Brandman Associates has identified ten tasks that need to be completed to receive the Individual Permit. This amendment is for the approval of performing these tasks. The tasks include preparation of the following items: General Coordination and Project Definition, Regulatory Advisory, Conceptual Mitigation Plan, Pre-application Consultation with other Regulatory Agencies, USACE Section 404 Individual Permit Notification, USACE Section 404(b)(1) Alternatives Analysis, CDFG 1600 Agreement Amendment, RWQCB Notification, Coordination of Processing, and Project Management. The total cost of these tasks is $26,300.00. Attached is Amendment No. 3 to the Professional Services Agreement with Michael Brandman Associates for the Pechanga Parkway Phase II Improvements, Project No. PW99-11. On March 8, 2002, the City Manager awarded a design contract to Michael Brandman Associates in the amount of $20,863.00 to provide for environmental studies and clearances, which consist of project initiation and wetland delineation/permitting process. Since the original agreement was approved, the following Amendments have been approved: R:~AGENDA REPORTS~003\092303~PW99-11 Brandman Environmental Amend 3.doc Amendment No. 1 in the amount of $27,586.00 provides for additional environmental studies and clearances, which consist of administrative draft initial study/environmental assessments, draft initial study/environmental assessments, responses to comments/mitigation monitoring program, final documents, and project management. Amendment No. 2 in the amount of $71,600.00 provides for additional environmental studies as requested by Caltrans Local Assistance and referenced in the approved Preliminary Environmental Study (PES) Form. The additional environmental/NEPA tasks are a direct result of the City receiving a $4,000,000 Public Land and Highways Federal Grant. The approved PES Form identifies fifteen environmental tasks. The tasks include the following studies: Water Quality, Flood Plans, Natural Environment, Wetlands, Air Quality, Traffic, and Cultural Resources. Other tasks include preparation of Draft IS/EA & MND/FONSl, Responses to Comments & Mitigation Monitoring Program, and Final IS/EA & MND/FONSl and Notices. Amend ment Nos. 1 & 2 were previously approved for a total of $99,186.00. The 3~ Amendment in the amount of $26,300.00 will bdng the total of all Amendments to $125,4869.00 for a total contract amount of $146,349.00. FISCAL IMPACT: The Pechanga Parkway Phase II Improvement Project is a Capital Improvement Project funded through Development Impact Fees - Street Improvements. The cost of the original agreement, $20,863.00, plbs Amendment No. 1, $27,586.00, plus Amendment No. 2, $71,600 is $120,049.00. Amendment No. 3 to the Agreement with Michael Brandman Associates is for an amount not to exceed $26,300.00 to complete the environmental design. The total cost of the original agreement, including Amendments No. 1, No. 2, & No. 3 is $146,349.00. Adequate funds are available for the total amount of the agreement and all amendments in Account No. 210-165- 668-5802. ATrACHMENTS: Amendment No. 3 to the Agreement with Michael Brandman Associates. 2 R:\AGENDA REPORTS\2003\O92303\PW99*l 1 Brandman Environmental Amend 3.doc THIRD AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND MICHAEL BRANDMAN ASSOCIATES PROFESSIONAL ENVIRONMENTAL ENGINEERING SERVICES PECHANGA PARKWAY PHASE II IMPROVEMENTS PROJECT NO. PW99-11 THIS THIRD AMENDMENT is made and entered into as of September 16, 2003 by and between the City of Temecula, a municipal corporation ("City") and Michael Brandman Associates ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. Thi; Amendment is made with respect to the following facts and purposes: A. On March 8, 2002 the City and Consultant entered into that certain agreement entitled "City of Temecula Agreement for Professional Environmental Engineering Services for Pechanga Parkway Phase II Improvements ("Agreement") in the amount of $20,863.00. B. The Agreement was amended on April 9, 2002, in the amount of $27,586.00, and again on November 12, 2002, in the amount of $71,600.00. The Agreement as amended shall be referred to as the "Agreement." C. The parties now desire to amend the Agreement as set forth in this Amendment. 2. Exhibit A to the agreement is hereby amended for the additional environmental services as set forth on Exhibit "A-3" to this Amendment, which is attached hereto and incorporated herein as though set forth in full. 3. Section 1 of the Agreement is hereby amended to read as follows: TERM. The term of the Agreement is hereby amended to extend the Agreement and shall commence on March 8, 2002 and shall remain and continue in effect until tasks described herein ara completed, but in no event later than June 30, 2005. 4. Paragraph "a" of Section 5 of the Agreement is hereby amended to read as follows: PAYMENT. a.3. 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-3, 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-3 other than the payment rates and schedule of payment are null and void. The third amendment amount which includes the additional environmental services shall not exceed Twenty Six Thousand Three Hundred Dollars and No Cents ($26,300.00) for a total contract amount of One Hundred Forty Six Thousand Three Hundred Forty Nine Dollars and No Cents ($146,349.00), for the total term of the Agreement unless additional payment is approved as provided in the Agreement. 5. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall romain in full force and effect. 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA Jeffery E. Stone, Mayor ATTEST: Susan W. Jones, CMC, City Clerk Approved As to Form: Peter M. Thorson, City Attorney CONSULTANT Michael Brandman Associates 621 E. Carnegie Dr., Suite 260 San Bernardino, CA 92408 (909) 884-2255 Thomas J. McGill, PhD,, Regional Manager Loye E. Peterwell, CFO (Two Signatures Required For Corporations) R.'XClPXPROJECTS~P!b'99~99-11 PECHANGA PKWI5 ENVIRONMENTAL~,BRANDMAN AMEND 3.DOC EXHIBIT "A-3" & "B-3" R:ICIP~PROJECTSIPW99199-11 PECHANGA PIfW~ ENVIRONMENTALIBP~NDM~4N AMEND 3.DOC RECEIVED AUG 2 G 2O03 CITY OF TEMECULA ENGINEERING DEPARTMENT Michad Brandman Associates EN\'IRONMENTAI, SERVICIiS PI,^NNIN(; N,~I'URAL RESOURCES MANA(;E*IENT August 25, 2003 Steven W. Beswick, P.E. Associate Engineer - Capital Projects City of Temecula Department of Public Works P.O. Box 9033 Temecula, CA 92589-9033 Subject: Budget Augmentation Request - Regulatory Compliance Services for the Pechanga Parkway Improvements: Phase II Project (Project No. PW 99- 11) -Lower Channel Section Dear Mr. Beswick: Per your request, Michael Brandman Associates (MBA) has prepared this augment request to assist the City of Temecula in the attainment of resource agency clearances for the Pechanga Parkway Improvements: Lower Channel Section. Currently, the City of Temecula has authorization to proceed from the California Department of Fish and Game (CDFG) under Section 1600 of the State Fish and Game Code for the entire Pechanga Parkway Improvement project. Formal authorization to proceed with the undergrounding portion of the project is forthcoming from the United States Army Corps of Engineers (USACE) and the California Regional Water Quality Control Board (RWQCB). Due to USACE regional conditions for the Temecula and Murrieta watersheds, USACE requires that the Lower Channel Section improvements be processed under the USACE Individual Permit (IP) program. Evaluation of several alternatives to determine the "least environmentally damaging practicable alternative" is also required. The following scope of work has been developed to obtain the necessary remaining regulatory approvals: SCOPE OF WORK Task 1: General Coordination and Project Definition Existing project documentation will be reviewed and probable regulatory requirements associated with each of the proposed alternative alignments will be evaluated. Additional information and/or studies required in order to obtain regulatory clearance will be requested. MBA will use the existing Jurisdictional Delineation prepared by MBA for the project in January 2003. Task 1 assumes 8 hours of MBA professional time. 220 Commerce, Suite 200, lrvine, CA 92602 714. 508. 4100 FAX 714. 508. 4110 Inland Empire Bay Mea Kern County 909.884.2255 925.830.2733 661.334.2755 wvo,v, brandman.com EMAIL mba@brandman.com Mr. Steven W. Beswick August 25, 2003 Page 2 Task 2: Regulatory Advisory MBA will work closely with the City of Temecula and their consulting engineers to define a regulatory processing approach to meet the engineering requirement and budget objectives of the project while minimizing the regulatory burden. MBA will suggest specific project design measures related to biological resources, jurisdictional waters, and surface water quality impacts resulting from project implementation and operation for each alternative. Once the regulatory strategy and project plan is refined, the "preferred project" resource agency notifications will be developed. Task 2 assumes 6.5 hours of MBA professional time. Task 3: Conceptual Mitigation Plan To aid the City of Temecula in the identification of a "preferred alternative," MBA will work .closely with the project team to identify avoidance and minimization measures to reduce potential ~mpacts to wetland/riparian and biological resources for each alternative. Off-site mitigation areas for installation of native habitat will also be evaluated and quantified. A dral~ Concept Mitigation Plan (CMP) report will be produced to document planned avoidance, minimization and mitigation measures for each alternative. The CMP will include mitigation and enhancement measures for waters/wetlands and biological resources, and surface water quality impacts resulting from project implementation and operation. Agency policy for riparian/wetland resources requires that: (1) onsite mitigation be given full consideration even though it may require changes in project design; (2) mitigation be like-in-kind (to the maximum extent possible); and (3) habitat be replaced at no less than 1 to 1 by area (even if mitigation is designed to result in higher value habitat). These considerations will be incorporated into the report. A final report will be prepared following one round of review by the client and the pre-application consultation with the agencies with comments and revisions made where applicable. Preparation of the Conceptual Mitigation Plan Assumes 16 hours of MBA professional time. Task 4: Pre-Application Consultation with Agencies Upon client's approval of the proposed mitigation concept(s), mitigation details will be coordinated individually with the concerned agencies (USACE, CDFG, and RWQCB). Agency concerns will be incorporated into the final mitigation plan. For budgeting purposes, MBA has assumed attendance at one meeting and additional teleconferencing of 10 hours of MBA staff time. Additional Resource Agency coordination will be billed on a Time-and-Materials basis. Task 5: USACE Section 404 Individual Permit Notification USACE Regional Conditions for the Los Angeles District states that "Individual permits shall be required in Murrieta Creek and Temecula Creek watersheds in Riverside County for new permanent fills in perennial and intermittent watercourses otherwise authorized under [Nationwide Permits] NWPs 39, 42 and 43, and in ephemeral watercourses for these NWPs for projects that impact greater than 0.1 acre." As the Pechanga Parkway Improvements: Lower Mr. Steven W. Beswick August 25, 2003 Page 3 Channel Section include permanent impacts to wetlands, an Individual Permit and Section 404(b)(1) Alternatives Analysis will be required for the project. The request for an Individual Permit generally includes: 1. Detailed description of the proposed project, including grading plans provided by the Applicant. 2. Detailed description of the jurisdictional areas to be impacted by the proposed project. (This is generally accomplished by submittal of the delineation report.) 3. Discussion of approvals and certifications being obtained from other federal, state, or local agencies. 4. Conceptual mitigation plan. 5. The Streambed Alteration Notification package submitted to the CDFG. 6. The request to the RWQCB for water quality certification. The request to the State Historical Preservation Office (SHPO) for information regarding the potential presence of historical properties and the cultural resource report submitted to the Applicant in response. 8. The request to the USFWS for a list of all sensitive species potentially present in the project site and the special-status species survey report submitted to the Applicant in response. 9. Section 404(b)(1) Alternatives Analysis Task 5 assumes 32 hours of MBA professional time. Task 6: USACE Section 404(b)(1) Alternatives Analysis Utilizing the baseline data and resource agency input obtained in Task 2 above, MBA will prepare a Section 404(b)(1 ) Alternatives Analysis consistent with U.S. Environmental Protection Agency (EPA) guidelines. Thc purpose of Section 404(b)(1) Alternatives Analysis is to clearly identify the least environmentally damaging practicable alternative (LEDPA). The Alternatives Analysis also requires evaluation of both on- and off-site development options and preparation of a detailed Conceptual Mitigation Plan (Task 5). The intent of these Guidelines is to "restore and maintain the chemical, physical, and biological integrity of waters of the United States through the control of discharges of dredged or fill material." The Guidelines provide the substantive criteria used in evaluating whether or not proposed discharges of dredged or fill materials into Mr. Steven W. Beswick August 25, 2003 Page 4 waters of the United States are in compliance with Section 404 of the Clean Water Act. Discharges ofdredgnd or fill material are automatically restricted in the following cimumstances: If there is a practicable alternative to the proposed discharge which would have less adverse impact on the aquatic ecosystem, so long as the alternative does not have other significant adverse environmental consequences; If discharges cause or contribute to violations of any applicable state water quality or toxic effluence standard or jeopardize the continued existence of species listed as endangered or threatened under the Endangered Species Act of 1973, as amended; If discharges will cause or contribute to significant degradation of waters of the United States; or If appropriate and practicable steps have not been taken which will minimize the potential adverse impacts of the discharge on the aquatic ecosystem. In addition, the Guidelines recognize that certain areas regulated by Section 404 of the Clean Water Act are deserving of special protection because of their ecological significance and positive contributions to the overall health and vitality of an ecosystem. These areas, termed "special aquatic sites," include wetlands, mudflats, c6ral reefs, riffle and pool complexes, vegetated shallows, and sanctuaries and refuges. The Guidelines recognize that water-dependent projects, by their nature, are more likely to require discharges of dredged or fill material than those that are non-water-dependent projects. Thuh, ifa project is not water dependent, the project proposes to discharge dredged or fill material into a special aquatic site, and/or if it falls into one of the automatically restricted circumstances identified above, the Guidelines establish a regulatory presumption that a less-environmentally damaging alternative exists, unless clearly demonstrated otherwise. The Environmental Protection Agency (EPA) is generally contacted directly by USACE, not the Project Applicant; however, should USACE request the Applicant to forward any of the permit application information to the EPA, MBA is fully prepared to comply with this request. MBA will prepare a Section 404(b)(1) Alternatives Analysis consistent with EPA Guidelines. A final report will be prepared following one round of review by the City of Temecula and the pre- application consultation with the agencies, with comments and revisions made where applicable. Processing an IP generally takes from 9 to 12 months from the point of Agency submittal. However, USACE has agreed to an expedited schedule of 4 months. Preparation of the USACE Section 404(b) Alternatives Analysis Assumes 56 hours of MBA professional time. Mr. Steven W. Beswick August 25, 2003 Page 5 Task 7: RWQCB Section 401 Water Quality Certification Notification The RWQCB evaluates the direct and indirect effects of a proposed project on the surface and ground water quality within the project vicinity to ensure minimal water quality degradation resulting from project implementation. Currently, the Santa Ana RWQCB is in the process of adopting a Regional Municipal Stormwater Permit (MS4) in an attempt to address non-sourco point pollution (i.e., urban mnofO within State waters. The local jurisdictions (County and City of Temecula) are to assume the funding and enforcement responsibilities for MS4 program as "co- permittees," once the program is implemented. In advance of the MS4 program, the RWQCBs are using the 401 program to implement proposed MS4 best management practices (BMPs) for all new projects requiring Section 401 authorization. MS4 BMPs generally include measures to reduce construction-phase and developed condition pollutants and run-off rates upfront. Some BMPs recently required pre-treatment basins, street sweeping, native revegetation and conservation easements, and 5-year water quality monitoring plans. Once a "preferred alternative" is identified, a written request for 401 notification water quality certification will be prepared and submitted to the RWQCB for review. Upon RWQCB confirmation that the notification is complete, an agreement should be forthcoming within 60-90 days. Task 7 assumes 12 hours of MBA professional time. Task 8: CDFG 1600 Streambed Alteration Agreement Amendment Currently, the City of Temecula has CDFG authorization to proceed under Section 1600 of the State Fish and Game Code for the entire Pechanga Parkway Improvement project. Once the "LEDPA" for the Lower Channel Section is identified by USACE, modification to the existing Section 1600 Streambed Alteration Agreement may be required. Processing of a 1600 Agreement Amendment for a project of this size and scope generally takes 1 to 2 months fi'om the point of Agency submittal. Task 8 assumes 12 hours of MBA professional time. Task 9: Coordination of Processing The resource agency notifications will be coordinated with the USACE, RQWCB, and the CDFG throughout processing to ensure that any potential problems are made known to the client and resolved at the earliest possible opportunity. Based on past experience, the processing RWQCB and CDFG approvals generally take 60-90 days from the point of Agency submittal. Processing time for USACE IP generally takes from 9 to 12 months from the point of Agency submittal. However, the USACE has agreed to an expedited schedule of 4 months. For budgeting purposes, MBA has assumed attendance at three meetings and additional teleconferencing of 12 hours of staff time. Additional meetings and coordination will be billed on a Time-and-Materials basis. Mr. Steven W. Beswick August 25, 2003 Page 6 Task 10: Project Management MBA is firmly committed to developing and maintaining close working relationships with the City of Temecula, the County of Riverside, and resource agencies. Emphasis on communication, as well as involvement by MBA principals and senior staffin all projects, results in performance that satisfies project objectives, government requirements and client needs. Communication is key to a successful project. MBA will place top priority on working as a partner with all parties during regulatory compliance processing of the project. MBA will help anticipate controversial issues, devise solutions, and provide expert regulatory compliance consultation. Understanding the client's objectives and ensuring they are reflected in the environmental review and analyses are key aspects of the MBA approach. Task 10 assumes 16 hours of MBA professional time. FEE PROPOSAL The following is a listing of fees to complete the regulatory support services for the Pechanga Parkway Improvements: Lower Channel Section. MBA Professional Labor Task 1: Task 2: Task 3: Task 4: Task 5: Task 6: Task 7: Task 8: Task 9: Task 10: Fees General Coordination and Project Definition ................................................. $ 1,000 Regulatory Advisory ....................................................................................... $ 800 Conceptual Mitigation Plan ............................................................................ $ 2,000 Pre-application Consultation with Agencies .................................................. $ 3,500 USACE Section 404 Individual Permit Notification ...................................... $ 4,000 USACE Section 404(b)(1) Alternatives Analysis .......................................... $ 7,000 CDFG 1600 Agreement Amendment ............................................................. $ 1,500 RWQCB 401 Notification .............................................................................. $ 2,500 Coordination of Processing ............................................................................ $ 1,500 Project Management ....................................................................................... $ 2,000 Subtotal ........................................................................................................... $ 25,800 Direct Costs (Reprographics, mileage, telephone) ......................................... $ 500~ Total Fee ............................................................................................................................ $ 26,300 We look forward to working with you on this interesting project. Please indicate your acceptance of this proposal in the space provided below. The terms and conditions of this proposal will remain valid for 60 days. MBA staff assigned to this project will include the undersigned: Direct costs do not include any application fees required by each of the pertaining agencies. Total fees will be determined during the permitting process. Payment of application fees will be the responsibility of the client Mr. Steven W. Beswick August 25, 2003 Page 7 Alissa Cope, Senior Regulatory Specialist; Erinn Johnson, Assistant Regulatory Specialist, and Scott Crawford, Project Biologist. Emilie Johnson, AICP, will continue to act as Project Manager for the Environmental Studies and clearances for the Perchanga Parkway Improvements - Phase II Project. If you have any questions, please call Alissa Cope at 714.508.4100. We look forward to continuing to assist you with this interesting project. Sincerely, Accepted and agreed to by: MICHAEL BRANDMAN ASSOCIATES CITY OF TEMECULA Steve Beswick Associate Engineer - Capital Projects AC:ap H:\Client (PN-JN)\1264\1264POO3\1264POO3_Augment. Doc ITEM 11 TO: FROM: DATE: SUBJECT: APPROVAL /~.//.~, ,~ C TYATTORNEY II DIRECTOR OF FINANCEj~ II CITY MANAGER ~ CITY OF TEMECULA AGENDA REPORT _,~j/j/~ City ManagedCity Council William G. Hughes, Director of Public Works/City Engineer September 23, 2003 Amendment to the Professional Services Agreement with Project Design Consultants for Engineering Design Services for the Murrieta Creek Bridge and Overland Drive Extension from Diaz Road to Commerce Center Drive, Project No. PW00-26 PREPARED BY: Greg Butler, Principal Engineer Steven Beswick, Associate Engineer RECOMMENDATION: That the City Council: Approve an acceleration of $170,000 from the Capital Improvement Program Budget for FY2004-2005 to the current FY2003-2004 budget for the Murrieta Creek Bridge and Overland Drive Extension, Project No. PW00-26. Approve the amendment to the agreement with Project Design Consultants to provide professional design services, in an amount not to exceed $370,200.00, and authorize the Mayor to execute the agreement. Authorize the City Manager to approve amendments to the agreement not to exceed the contingency amount of $37,020.00, which is equal to 10% of the amendment total. BACKGROUND: The current CIP budget indicates expenditure for the design phase over a two fiscal year period. In order to award the design contract for the Murrieta Creek Bridge and Overland Drive Extension, in the full contract amount plus have funds available for the contingency, and adequately provide for administration costs in this fiscal year, staff is requesting that the City Council accelerate the $170,000 obligation Capital Project Reserves Funds from Fiscal Year 2004-2005 to Fiscal Year 2003-2004. On December 19, 2000, council approved the professional services Agreement with Project Design Consultants (PDC) in the amount of $83,419.00 to per[orm phase one of the design. Phase one of the design included an alignment study, environmental initial study, topographic base mapping, right-of-way research, and preliminary cost estimates for the preferred alignment. The complete project is separated into four phases. The first phase of design has been completed. The project has been proven to be viable and is scheduled for design in FY03/04. Phases two, three & four will complete the design for the preferred alignment. 1 R:~AGENDA R E PO RTS~2003~)92303~PW 00-26 Project Design Consultants Agm~t,doct Phases two, three & four of the design includes environmental, right of way, geotechnical, civil, structural, traffic, and landscaping engineering. Subconsultants utilized by PDC for this project include Kleinfelder, Inc for geotechnical investigations, TY Lin-McDaniei, Inc. for bridge/structural engineering, and EDAW (Formerly KEA Environmental) for Environmental services. PDC will provide the all of the remaining design work as described in the Scope of Work shown in Exhibit "A" of the attached agreement. FISCAL IMPACT: The Murrieta Creek Bridge and Overland Drive Extension from Diaz Road to Commerce Center Drive, is a Capital Improvement Project funded by Capital Project Reserves and Development Impact Fees (Street Improvements). The acceleration of funds from the Capital Improvement Bu(Jget FY2004-2005 to the current FY2003-2004 is necessary to cover the amendment to the professional design services agreement and administration costs. The cost of the original agreement came in under budget and was reduced from $83,419.00 to $63,795.84. This amendment to the agreement with Project Design Consultants to complete the design is for a not to exceed amount of $370,200.00. The total encumbrance will amount to $471,015.84, which includes the revised original agreement, $63,795.84, amendment No. 1, $370,200.00, plus a 10% contingency of $37,020.00. Adequate funds are available in Account No. 210-165-602-5802. ATrACHMENTS:. 1. Location Map 2. Project Description 3. Amendment No. 1 with Project Design Consultants 2 FIRST AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND PROJECT DESIGN CONSULTANTS MURRIETA CREEK BRIDGE AND OVERLAND DRIVE EXTENSION PROJECT NO. PW00-26 THIS FIRST AMENDMENT is made and entered into as of September 23, 2003 by and between the City of Temecula, a municipal corporation ("City") and Project Design Consultants ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with respect to the following facts and purposes: On December 19, 2000, the City and Consultant entered into that certain agreement entitled "City of Temecula Agreement for Consultant Services Murrieta Creek Bridge and Ovedand Ddve Extension, Project No. PW00-26," ("Agreement") in the amount of $83,419.00. The parties now desire to amend the Agreement as set forth in this Amendment. 2. Section 1 of the Agreement is hereby amended to read as follows: TERM. This Agreement shall commence on December 19, 2000, and shall remain and continue in effect until tasks described herein are completed, but in no event later than June 30, 2005, unless sooner terminated pursuant to the provisions of this Agreement. 3. Exhibit A to the Agreement is hereby amended for the additional design services as set forth on Attachment "A-1" to this Amendment, which is attached hereto and incorporated herein as though set forth in full. 4. Paragraph a of Section 4 of the Agreement is hereby amended to read as follows: PAYMENT. al. The total compensation for Phase 1 of this agreement shall be Sixty Three Thousand Seven Hundred Ninety Five Dollars and Eighty Four Cents ($63,795.84). a2. Phases 2, 3 & 4 - 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-l, 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-1 other than the payment rates and schedule of payment are null and void. This first amendment amount shall not exceed Three Hundred Seventy Thousand Two Hundred Dollars and No Cents ($370,200.00) for the additional design and consultant services for a total contract amount of Four Hundred Thirty Three Thousand Nine Hundred Ninety Five Dollars and Eighty Four Cents ($433,995.84) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 1 R:\CIP\PROJECTS\Pw00\00-26 Ovedand ExtV~greements~PDC~mend 1.doc IN WITNESS WHEREOF, the padies hereto have caused this Agreement to be executed the day and year first above written. CITY OFTEMECULA Jeffery E. Stone, Mayor ATTEST: Susan W. Jones, CMC City Clerk Approved As to Form: Peter M. Thorson, City Attorney CONSULTANT Project Design Consultants Darab Bouzarjomehri, Project Manager 701 "B" Street, Suite 800 San Diego, CA 92101 (619) 235-6471 Gordon K. Lutes, Senior Vice President William R. Dick, Executive Vice President 2 R:\ClP\PROJECTS'~:~v00\00-26 Ovedand Ext~.greements'vODC.Amend 1.doc PROJECTDESlGN CONSULTANTS File: 1807.00 September 8, 2003 Steven W. Beswick, Associate Engineer CITY OF TEMECULA 43200 Business Park Drive Temecula, CA 92590 SUBJECT: Revised Adjusted Fees for Murrieta Creek Bridge and Overland Drive Extension Dear Steve: Per your request, ProjectDesign Consultant (PDC) has revised it's proposed fee adjustments of August 13, 2003 to be used for the purpose of amending ProjectDesign Consultants'contract to complete the remaining phases II, III and IV of the Murrieta Creek Bridge and Overland Drive Extension. The fees were adjusted to reflect 4.5% annual increase for past three years. As a result of the revised adjustments, a fee of $370,200 is determined for completion of phases II, III, and IV of the project. Submitted herewith for your review and approval are fee summary and breakdown of hours for all disciplines in each phase. If you have any questions or (6.19) 881-3433. / Darab Bouzarjomqn-i;-PE' Associate RCE 54870 Exp. 06/30/04 require additional information, please call me at 701B Street, Suite §00 San Diego, Cali~rnia 92101 619-235-6471 Tel 619-234-0349 Fax Recycled Paper Murrieta Creek Bridge and Fee Phase II Overland Drive Extension September 6, 2003 CIVIL DESIGN (PDC) Go~don Lutes Oerab B. D~scipline Senior Junicx TOTAL P~pal Manager Leader Engineer Engineer CADD C~erical TOTAL COST $132 $132 $132 $108 $80 $91 $52 HOURS ($) Phase II - Prellmtea~ (30%) Design TASK 1.0 Right-of-Way Docs. 0.0 $0 TASK 3.0 H yd rctogy/Hydra ulic Analysis 2.0 54,0 90.0 146.0 $17,115 TASK 4,0 Civil Design 2.0 12.0 12.0 24.0 30.0 60.0 140.o $13,88z TASK5.0 Prelimina~ Bridge Design 4.0 4.0 10.0 18.0 $1,96( TASK 7.0 Preliminary Traffic Signal Plan 1.0 2.0 4.0 4.0 20.0 31.0 $5,06~ TASK 8.0 Cost Estimate 2.0 TASK 9.0 Right-of-Way 4.0 4.0 4.0 8.0 20.0 $2,1 TASK 10.0 Project Management 40 16.0 22.0 8.0 50.0 $5,96( Total Hours - Phase II 7.0 42.0 106.0 118.0 62.0 90.0 8.0 433.0 $46.77C C~st Subtotal - Phe~e II $924 $5,544 $13,992 $12,744 $4,960 $5,190 $416 $46,770 Survey (PDC) Plurnmer Ga~/Hus Ciocipline Senior Juni(~ CADD 2 Man GPS TOTAL Leader Surveyor Surveyor Tech Party Pa~y Qe~cal TOTAL COST $132 $108 $80 $91 $163 $206 $52 HOURS ($) Total Houm - Phase II 5.0 8.0 12.0 200.0 52.0 0.0 4,0 281.0 $29,368 Cost Subtotal - Phase II $560 $864 $960 $18,200 $8,476 $0 $208 $29,368 Bridge Design (T.Y. Lin) Pdndpal Seni(~ B~dge B~dge CADD TOTAL Engineer Engineer Tech TOTAL COST $173 $132 $84 HOURS ($) Total Hours - Phase II 8.0 52.0 16.0 76.0 $9,592 Cost Subtotal - Phase II $1,384 $8,864 $8 $1,344 $5 $5 $o $9,592 Phese II Geotechnicct Investigation (Lump Sum) Geotechnical (Kleinfelder) TOTAL COST ($) $51,189,00 Total Hours - Phase II 6.0 Cost Subtotal - Phase II $870 Environmental (EDAW) 5] Projsct Technical Cledeal TOTAL Manager Spedalisl Writer WP TOTAL COST $100 $125 $85 $70 HOURS ($) I 28'0 I 214'0 I 5'0 I 10'0 I I I 263'0 I $21,54 $2,800 $26,750 $425 $700 $0 $0 $31,545 Leade¢ $108 5.0 $540 Total Hours - Phase Cost Subtotal - Phase II Landscape Arch (PDC) Senior Assistant CADD TOTAL Arch Amh, Tech Clerical TOTAL COST $108 $86 $91 $52 HOURS ($) 16.0 12.0 10.0 2.0 45.0 $4,314J $1,728 $1,032 $910 $104 $5 $5 $4,314 ITotal, All Disciplines I $152,~781 Reimbursables $5,0oo Total Phase II [ $167,77s] Murrieta Creek Bridge and Fee Phase III Overland Drive Extension September 8, 2003 CIVIL DESIGN (PDC) Gord~ Lules Darab B, Discipline Senior Junior TOTAL Pdndpai Manager Leader Engineer Eng~eer CADD Cledcal TOTAL COST $132 $13~ $132 $108 $80 $9t $53 HOURS ($) Phase III -70% D~stgn TASK 1.0 Project Management 4.0 16.0 22,0 8.0 50.0 $5,960 TASK 2.0 Hydrology/Hydraulic Analysis 24.0 12.0 4.0 40.0 $4,828 TASK 3.0 Civil Design 2.0 20.0 20.0 40.0 40,0 30,0 4,0 156,0 $16,002 TASK 6.0 Striping Plan 2.0 8.0 4.0 20.0 20,0 54.0 $5,82E TASK 7.0 Construction Phasing Plan 2.0 2.0 4.0 80 16.0 $1,68E TASK 8.0 Traffic Signal Plan 4.0 8.0 20.0 10,0 20.0 62.0 $5,36~ TASK 9.0 Cost Estimate 2.0 6,0 20.0 28.0 $2,65( TASK 10.0 Draft Specifications 1.0 2.0 8.0 80 4,0 23,0 $2,52a Total Hours - Phase Ig 9,0 54.0 94.0 104.0 70.0 82.0 16.0 429.0 $45,85( Cost Subtotal - Phc.se III $1,188 $7,128 $12,408 $11,232 $5,600 $7,462 $832 $45.850 BHdge Design (T.Y. Lin) Pzi~pal Senior 8ddge Bridge CADD TOTAL Engineer Engi~ee~ T~ch TOTAL COST $173 $132 $84 HOURS ($) Total Hours - Phase III 8,0 248.0 280.0 536.0 $57,64C Cost Subtotal - Phase III $1,384 $52,736 $3 $23,520 $5 $O $O $57,640 Discipline Leader $108 Total Hours - Phase Ill 2.0 Cost Subtotal - Phase III $216 Landscape Arch (PDC) $3,776 Senior A~istant CADD TOTAL Nch ,rich, T~ch Cie~cal TOTAL COST $108 $86 $91 $52 HOURS ($) $864 $1,032 $1,456 $208 $8 $8 $3,776 ITotal, All Disciplines I $107'2661 Reimbursables $3,0oo Total Phase III I $110'2661 Murrieta Creek Bridge and Fee Phase IV Overland Drive Extension September 8, 2003 CIVIL DESIGN (PDC) G0rd~ Lutes Darab B, D~scipltae Senior Juni0~ TOTAL Pdndpal Manager Leader Engineer Engineer CADD Clencal TOTAL COST S132 $132 $132 $108 $80 $91 $52 HOURS ($) Phase IV - 100% Design TASK 1.0 Project Management 2.0 10.0 22.0 8.0 42.0 $4,904 TASK 2.0 Hyd rology/Hydraulic Analysis 12.0 12,0 $1,584 TASK 3.0 Rydrology/Hydraulic Report 8.0 40.0 4.0 52.0 $4,464 TASK 4.0 CNil Design 1.0 16.0 10.0 20,0 8.0 30.0 2.0 87.0 $6,198 TASK 5.0 Bddge P~ans 2.0 2,0 4.0 $528 TASK 7.0 Striping/Phasing/Traffic Signal Plan 2.0 4.0 8.0 8.0 22.0 $2.,384 TASK 8.0 100% Submittal 2,0 4.0 8.0 8.0 8.0 30.0 $3,024 0.0 $6 Total Hours - Phase IV 3.0 32.0 62.0 36.0 56.0 46.0 14.0 249.0 $26,086 Cost Subtotal - Phase IV $396 $4,224 $8,184 $3,888 $4,480 $4,186 $728 $26,086 Bridge Design (T.Y. Lin) PdncipaJ Senior Bddge Bddge CADD TOTAL Engineer Engineer Tach TOTAL COST $173 $132 $84 HOURS ($) Total Hours. Phase IV 16.0 320.0 72.0 408.0 $51,056 Cost Subtotal - Phase IV $2,768 $42,240 $6 $6,048 $6 $0 $0 $51,056 Total Hours - Phase IV Cost Subtotal - Phase IV Landscape Arch (PDC) $2,164 Dtacip[ine Senior Assistant CADD TOTAL Leader Amh. Nch. T~ch Clerical TOTAL COST $108 $108 $86 $91 $52 HOURS ($) $108 $432 $688 $728 $208 $0 $5 $2,164 {Total, All Disciplines I $79,3°81 Reimbursables $5,000 Total Phase IV [ $64,3o61 MURRIETA CREEK BRIDGE AND OVERLAND DRIVE EXTENSION Phase II - Preliminary Design (30%) Civil Design Geotechnical Environmental Bridge Design Reimbursable FEE SUMMARY EXHIBIT "B" Phase III - Design (70%) $80,452 $31,189 $31,545 $9,592 $5,ooo Total Phase II $157,778 Civil Design $49,626 Bridge Design $57,640 Reimbursable $3,000 Total Phase III $110,266 Phase IV - Design (90% & 100%) Civil Design $28,250 Bridge Design $51,056 Reimbursable $5,000 Total Phase IV $84,306 $17,850 GRAND TOTAL $370,200 September 8, 2003 Previously Submitted Proposal (February 1,2002) With the exception of the reimbursables, the total indicated above for each task is the total lump sum cost which includes full compensation for completing all the work of the task, including mark-up, overhead and profit. All reimbursables, as described in the scope of work will be billed at actual cost plus 10%. Murrieta Creek Bridge and Overland Drive Extension - Additional Services Proposal of February 1, 2002 September 8, 2003 CIVIL DESIGN (PDC) Gord(~ Lutes Damb B. 0esign Survey 2-Man Mapping TOTAL Pdndpal Manager Eng~er CADD Cleecal Manager Survey Tech Il TOTAL COST $165 $135 $90 $80 $55 $135 $~75 $90 HOURS ($) Tasks Survey Mapping 1.0 80 80 17.0 2,256 Plan Preparation 2.0 16.0 40,0 24.0 2.0 84.0 8.12£ Profile Preparation 4.0 12.0 8.0 24.0 2.26¢ Development of Cross-Sectins 1.0 8.0 8,0 170 1,495 Cost Est[mate 2.0 10.0 12.0 1.170 Project Management and Quality Cot 40 4.0 8.0 1,20~ Utility Coordinatin and Coordination 1 0 4.0 4.0 1.0 10.0 1,120 SUB-Total 7.0 31,0 74.0 40,0 3.0 1.0 8.0 8.0 172,0 17,620 Reimbursable $23~ ProposalTotal $1.105 I $4,185 I $6,660 I $3,200 I $165 I $135 I $1,400 I $720 I $17,850 ITEM 12 APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE__,~/~,~¢~ CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City ManagedCity Council William G. Hughes, Director of Public Works/City Engineer September 23, 2003 Authorize Temporary Partial Street Closures for "Race for the Cure" Event October 19, 2003, in the Promenade Mall area (Margarita Road, Overland Drive, Ynez Road, and Solana Way). PREPARED BY: Ronald J. Parks, Deputy Director of Public Works .~,¢,,Steve Charette, Associate Engineer RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. 2003- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, CALIFORNIA, AUTHORIZING PARTIAL STREET CLOSURES FOR INLAND EMPIRE "RACE FOR THE CURE" EVENT ON OCTOBER 19, 2003 AND AUTHORIZING THE CITY ENGINEER TO ISSUE PERMITS FOR THIS SPECIFIC SPECIAL EVENT. BACKGROUND: The Susan G. Komen Breast Cancer Foundation/-remecula Chapter has applied for permission to close portions of public streets in order to hold the Inland Empire Race for the Cure on Sunday, October 19, 2003, on and around the Promenade Mall area. Coordination for the activities on the Promenade Mall site has been negotiated with the Mall Site Management. A number of sponsors are supporting this event. The directly affected streets, including Ynez Road, Ovedand Drive, Margarita Road, and Solana Way would require some partial or full closures on the event date. The Mall Ring Road, a private road, will also be partially closed for the event. Provision for traffic movements along the race route and abutting streets have been reviewed and revised to meet traffic concerns along both major traffic routes and neighboring residences and businesses during the proposed event period. The race route begins at the starting line located on the Mall Ring Road, proceeds to the Mall Entrance Road opposite North General Kearny Road easterly over three (3) traffic lanes, then southerly along Margarita Road over two lanes of traffic, then westerly along Overland Drive over four lanes of traffic to Promenade Way where the beginning of a raised landscaped median on Overland Drive reduces the leg to two lanes of traffic, then southerly along Ynez Road over one lane of traffic, then easterly along Solana Way over one lane of traffic, then northerly along Margarita Road over two lanes of traffic to Overland Drive where the leg is reduced to one lane of traffic to Winchester Road where the course u-turns and proceeds southbound on Margarita Road over two 1 r:~gdrpt~2003\0923\Race ForTheCureStreetClosure2003 lanes of traffic, then westerly along before said Mall Entrance Road over two lanes of traffic to the Mall Ring Road and the finish line located in a parking lot drive aisle off of the Mall Ring Road. The following summarizes the extent of street closures and the times of closure during the event. The actual event hours are from 5:00 AM to 11:00 AM: Overland Drive - Ovedand Drive, between Margarita Road and Promenade Way, will be fully closed. Overland Drive, between Promenade Way and Ynez Road, will be partially closed. The two (2) eastbound lanes will be closed for the event. This street will be closed between 6:00 AM and 10:30 AM. Ynez Road - Ynez Road, between Overland Drive and Solana Way, will be partially closed. The easternmost northbound lane will be closed for the event. Solana Way - Solana Way, between Ynez Road and Margarita Road, will be partially closed. The northernmost westbound lane will be closed for the event. This street will be closed between 6:00 AM and 10:30 AM. Margarita Road - Margarita Road, between Solana Way and Overland Ddve, will be partially closed. The two (2) southbound lanes will be closed for the event from 6:00 AM to 10:30 AM. Margarita Road, between Overland Drive and Winchester Road, will be partially closed. The westernmost northbound lane will be closed for the event from 6:00 AM to 10:30 AM. Margarita Road, between Winchester Road and the Mall Entrance Road, will be partially closed. The two (2) southbound lanes will be closed for the event. This street will be closed between 6:00 AM and 10:30 AM. Mall Entrance Road (Private Street) - The entire Mall Entrance Road, the one opposite North General Kearny Road, will be closed entirely for the event. This street will be closed between 6:00 AM and 10:30 AM. Mall Ring Road (Private Street) - A portion of The Mall Ring Road, between the start and finish lines, will be closed entirely for the event. The traffic control plan shows the limits of closure. Under Vehicular Code Section 21101, "Regulation of Highways", local authorities, for those highways under their jurisdiction, may adopt rules and regulations by ordinance or resolution for, among other instances, "temporary closing a portion of any street for celebrations, parades, local special events, and other purposes, when, in the opinion of local authorities having jurisdiction, the closing is necessary for the safety and protection of persons who are to use that portion of the street during the temporary closing". The City Council adopted Resolution No. 91-96 on September 10, 1991, which provided standards and procedures for special events on public streets, highways, sidewalks, or public right of way. While a process was established for reviews and approvals, no mechanism was provided for delegating authority to temporarily close streets, or portions of streets, for these special events. The recommended resolution delegates the authority to approve temporary street closures for the Inland Empire "Race for the Cure" Event sponsored by The Susan G. Komen Breast Cancer Foundation/Temecula Chapter. This authority is limited to and delegated to the City Engineer (or an authorized representative) only. Any other special events requiring temporary street closures, construction related closures, etc., remain subject to the approval of the City Council subject to rules and regulations established by the City Council. These rules and regulations shall also be adopted by resolution in accordance with California Vehicular Code Section 21101. 2 r:~agd rpt~2003\0923\RaceForTheCureStreetCIosure2003 The basic racecourse and event schedule is attached hereto. The approved traffic control plans will more effectively allow the movement of traffic in and to the Promenade Mall and other businesses in the adjoining areas, the residential neighborhoods, and the Solana Ridge Apartments. FISCAL IMPACT: Costs for City services have been provided for in the City budget in accordance with the funding agreement with the Inland Empire affiliate of the Susan G. Komen Breast Cancer Foundation. ATFACHMENTS: 1. Resolution No. 2003- 2. Race Coume Map 3 r:~agd rpt~003\0923\Race ForTheCu reStreetClosure2003 RESOLUTION NO. 2002- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, CALIFORNIA, AUTHORIZING TEMPORARY PARTIAL STREET CLOSURES FOR INLAND EMPIRE "RACE FOR THE CURE" EVENT ON OCTOBER 19, 2003, AND AUTHORIZING THE CITY ENGINEER TO ISSUE PERMIT FOR THIS SPECIFIC SPECIAL EVENT THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: WHEREAS, The California State Vehicular Code provides for the promulgation of rules and regulations for the temporary closure of public streets by local authorities by Resolution; and, WHEREAS, the City Council desires to establish rules and regulations for the temporary closure of public streets in the interest of promoting safety and protection; and, WHEREAS, The City of Temecula desires to authorize the partial closure of public streets for the Inland Empire Inaugural "Race for the Cure" Event sponsored by The Susan G. Komen Breast Cancer Foundation/Temecula Chapter, for which such temporary street closures promote the safety and protection of persons using or proposing to use those streets for the special event: and, WHEREAS, the City Council desires to facilitate the issuance of permission to temporarily close public streets for the Inland Empire Temecula "Race for the Cure" on Sunday, October 19, 2003 from 6:00 AM to 10:30 AM, possibly longer to allow everyone to finish the race: and, NOW, WHEREAS, the City Council desires to authorize the City Engineer to approve temporary street closures for the Inland Empire "Race for the Cure" sponsored by The Susan G. Komen Breast Cancer Foundation/Temecula Chapter, and to establish the general rule that all other proposed temporary street closures shall be reviewed and approved subject to conditions, or disapproved, by the City Council; and, THEREFORE, BE IT RESOLVED, that the City Council of the City of Temecula, hereby authorizes the City Engineer to permit temporary street closures for the Inland Empire "Race for the Cure" Event on Sunday, October 19, 2003 from 6:30 AM to 10:30 AM, possibly longer to allow everyone to finish the race. PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula at a regular meeting held on the 23rd day of September 2003. ATTEST: Jeffrey E. Stone, Mayor Susan W.Jones, CMC, City Clerk 4 r:~gd rpt~.003\0923\RaceForTheCureSt~eetClosu re2003 [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE )ss CITY OF TEMECULA ) I, Susan W. Jones, CMC, City Clerk of the City of Temecula, California, do hereby certify that Resolution No. 2003-__ was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof held on the 23rd day of September, 2003, by the following vote: AYES: 0 COUNCILMEMBERS: NOES: 0 COUNCILMEMBERS: ABSENT: 0 COUNCILMEMBERS: Susan W. Jones, CMC, City Clerk 5 r:~agdrptX2003X0923\Race ForTheCureStreetOlosure2003 Winche~erRd._ General Kearny ITEM 13 APPROVAL CITY ATTORNEY D RECTOR OF CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City ManagedCity Council Grant Yates, Assistant to the City Manager September 23, 2003 Resolution of Support for Local Government Ballot Initiative (Placed on the agenda at the request of Council Member Comerchero) PREPARED BY: Aaron Adams, Sr. Management Analyst RECOMMENDATION: That the City Council adopt the following resolution: RESOLUTION NO. 03- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA SUPPORTING A STATEWIDE BALLOT INITIATIVE TO REQUIRE VOTER APPROVAL BEFORE STATE GOVERNMENT MAY TAKE LOCAL TAX FUNDS BACKGROUND: Since 1991 more than $30 billion of local property taxes have been drained from local governments. The state has used these funds to finance its constitutional funding obligation to public education, allowing it to increase state general fund spending for other state programs. This has come at the expense of vital local public safety and other services-costing cities alone more than $800 million this year---or $6.9 billion in lost local property taxes over the last twelve years. The League of California Cities and other local government associations have joined forces to sponsor a ballot initiative in November 2004 to put the voters in charge of whether local tax dollars should be used to fund state services. It would not prevent structural reform of the fiscal system. It would simply require that structural changes be planned collaboratively by state and local leaders and approved by the voters. It would not raise taxes. It would not repeal laws that state has already passed. It would not require the return of property taxes already taken. It would do two things: Pubfic Vote Required. Require a 2/3 legislative vote and approval by a majority of the electorate before a proposed state law may take effect that appropriates, reallocates, redistributes, reduces or suspends the payment of local tax revenues (sales, property and VLF) to cities, counties and special districts; and Reimburse for Mandated Costs. Clarity that the state must reimburse local governments for a new mandated program or higher level of service and when revenues previously allocated to local government are reallocated or redistributed to a state-created fund. Staff recommends approval of the attached resolution of support for a statewide ballot initiative that ultimately would protect local government revenue streams. If approved, the resolution of support will be forwarded to the Executive Director of the League of California Cities. FISCAL IMPACT: None at this time Attachments: Resolution 03- RESOLUTION No. 03__ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA SUPPORTING A STATEWIDE BALLOT INITIATIVE TO REQUIRE VOTER APPROVAL BEFORE STATE GOVERNMENT MAY TAKE LOCAL TAX FUNDS WHEREAS, state government annually seizes over $800 million in city property tax funds (ERAF) statewide, costing cities over $6.9 billion in lost revenues over the past 12 years and seriously reducing resources available for local public safety and other services; and WHEREAS, in adopting the state budget this year the Legislature and Governor appropriated local vehicle license fee backfill and redevelopment property tax funds that are needed to finance critical city services such as public safety, parks, street maintenance, housing and economic development; and WHEREAS, the deficit financing plan in the state budget depends on a local properly and sales tax swap that leaves city services vulnerable if the state's economic condition fails to improve; and WHEREAS, the adopted state budget assumes an ongoing structural budget deficit of at least $8 billion, putting city resources and services at risk in future years to additional state revenue raids; and WHEREAS, it is abundantly clear that state leaders will continue to use local tax funds to balance the state budget unless the voters limit the power of the Legislature and Governor to do so; and WHEREAS, the voters of California are the best judges of whether local tax funds should be diverted, confiscated, shifted or otherwise taken to finance an ever-expanding state government; and WHEREAS, the General Assembly of Voting Delegates of the League of California Cities at its September 10, 2003 meeting voted to sponsor a statewide ballot initiative to empower the voters to limit the ability of state government to confiscate local tax funds to fund state government; and WHEREAS, the League has requested that cities offer support for a November 2004 ballot initiative that will allow voters to decide whether state government may appropriate local tax funds to fund state government operations and responsibilities. BE IT FURTHER RESOLVED that the City of Temecula hereby expresses its strong support for a statewide ballot initiative to allow voters to decide whether local tax funds may be taken, confiscated, shifted, diverted or otherwise used to fund state government operations and responsibilities; and RESOLVED FURTHER, that the City Council and staff are authorized to provide impartial informational materials on the initiative as may be lawfully provided by the city's representatives. No public funds shall be used to campaign for or against the initiative; and R:\ADAMSA\COUNCIL\Resoludoa- STATE WIDE BALLOT.doc RESOLVED FURTHER, that the residents of the City are encouraged to become well informed on the initiative and its possible impacts on the critical local services on which they rely; and RESOLVED FURTHER, that the City Manager is hereby directed to send a copy to the Executive Director of the League of California Cities. PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula at a regular meeting held on the 23rd day of September 2003. ATTEST: Jeff Stone, Mayor Susan W. Jones, CMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, City Clerk of the City of Temecula, California, do hereby certify that Resolution No. 03- was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof held on the 23rd day of September, 2003, by the following vote: AYES: 0 NOES: 0 ABSENT: 0 COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: Susan W. Jones, CMC City Clerk R:\ADAMSA\COUNCIL\Resolution- STATE WIDE BALLOT.doc ITEM 14 TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City ManagedCity Council APPROVAL /j~'/,~ ~r'~ CITY ATTORNEY ~ II DIRECTOR OF FINANCE~_~_ ]I CITY MANAGER _/_.~L II ¢V~/~William G. Hughes, Director of Public Works/City Engineer September 23, 2003 Tract Map No. 29353-2 located south of Murdeta Hot Spdngs Road and west of the Metropolitan Water District Fee Right-Of-Way within the Roripaugh Ranch Specific Plan PREPARED BY: Ronald J. Parks, Deputy Director of Public Works Gerald L. Alegria, Senior Engineer- Land Development RECOMMENDATION: That the City Council approve 1) Agreement to defer completion of Conditions of Approval until after recordation of Final Map for Tract No. 29353-2 (Roripaugh Ranch Specific Plan) 2) Tract Map No. 29353-2 in conformance with the Conditions of Approval 3) Subdivision Improvement Agreement 4) Subdivision Monument Agreement and accept the Faithful Performance Bond, Labor and Material Bond and Monument Bond as security for the agreements. BACKGROUND: Tract Map No. 29353-2 is located south of Murrieta Hot Spdngs Road and west of the Metropolitan Water District fee right-of-way within the Roripaugh Ranch Specific Plan. On November 26, 2002, the City Council approved the Roripaugh Ranch Project consisting of: Annexation PA94-0073, General Plan Amendment PA99-0298, Specific Plan PA94-0075, Change of Zone PA94-0075, EIR PA94-0076, TTM 29661 PA01-0253, TTM 29353 PA01-0230, Development Agreement PA99-0299. A second reading was held on December 17, 2002. The Phasing Map for Tentative Tract Map No. 29353 PA03-0040 was approved on April 7, 2003. This Developer has met all applicable Conditions of Approval with the exception of Conditions of Approval numbers 96 and 97 which require that the construction drawings for all parks, landscaped medians and proposed TCSD slope/landscape maintenance areas shall be reviewed and approved by the Director of Community Services Department; and the Developer shall provide security and enter into improvement agreement for said improvement, respectively. Therefore, an agreement has been drafted which would defer these conditions prior to acceptance of any subsequent application for land use entitlement. In exchange for this deferment the Developer has agreed to design and construct at his own expense an additional 1,800 square feet of space to the community building located in the sports park. This space will include community room, office and storage space. The actual timing for completion of these improvements as specified by the Conditions of Approval and the Specific Plan will not change. Some conditions have been deferred to the recordation of future subdivision maps, as they are more applicable to those maps. This final map is in conformance with the approved tentative map. The approval of a final subdivision map, which substantially complies with the previously approved tentative map, is a mandatory ministerial act under State law. 1 r:~agdrpt1~2003\0923\~n29353-2.map Final Tract Map No. 29353-2 is a twelve (12) large lot subdivision. The recordation of this map will allow the developer to sell these lots to merchant builders. These lots wi~ be further subdivided in accordance with the land use requirements of the Roripaugh Ranch Specific Plan. Future subdivisions will consist of single-family residential lots, park, recreation center, and open space areas. The site is currently vacant. FISCAL IMPACT: None ATrACHMENTS: 1. 3. 4. 5. Agreement to defer completion of Conditions of Approval until after recordation of Final Map for Tract No. 29353-2 (Roripaugh Ranch Specific Plan) Development Fee Checklist Fees & Securities Report Project Vicinity Map Tract Map No. 29353-2 2 r:~agdrpt~2003\0923\lm29353-2,map CITY OF TEMECULA DEVELOPMENT FEE CHECKLIST CASE NO. TM 29353-2 The following fees were reviewed by Staff relative to their applicability to this project. FEE Development Impact Fee Transportation Uniform Mitigation Fee CONDITIONS OF APPROVAL To be paid prior to issuance of a building permit To be paid prior to issuance of a building permit 3 r:~agd rpt~003\0923\tm29353-2.map CiTY OF TEMECULA ENGINEERING DEPARTMENT FEES AND SECURITIES REPORT TRACT MAP NO. 29353-2 DATE: September 23, 2003 The Developer, Ashby USA, LLC has elected to place three sets of agreements and bonds in order to satisfy the required securities. The agreements and bonds are for: II. m. The CFD portion of improvements, The Village Core portion of improvements, and The North Loop Road improvement. IMPROVEMENTS FAITHFUL PERFORMANCE MATERIAL & LABOR SECURITY SECURITY Street and Drainage $ 4,107,000 $ 2,053,500 I. Water 397,000 198,500 Sewer 331,000 165,500 Street and Drainage $ 698,000 $ 349,000 II. Water 138,500 69,250 Sewer 96,000 48,000 Street and Drainage $ 475,500 $ 237,750 II1. Water 192,000 96,000 Sewer 14,000 7,000 TOTAL $ 6,449,000 $ 3,224,500 Monument $ 19,500 Erosion Control $ 1,258,000 Parks, landscaped medians and proposed TCSD $ 350,000 slope/landscape maintenance areas Construction Drawings 4 r:~agd rpt~2003\O923\tm29353-2.map DEVELOPMENT FEES City Traffic Signing and Striping Costs RCFCD (ADP) Fee Development Impact Fee Transportation Uniform Mitigation Fee SERVICE FEES Planning Fee Comprehensive Transportation Plan Plan Check Fee Monument Inspection Fee Additional Plan Check Fee (4th and subsequent reviews) Fees Paid to Date Balance of Fees Due *TBD = To Be Determined $ $ $ $ $ $ $ $ $ $ $ 0.00 PAID *TBD *TBD 128.00 8.00 1,290.00 975.00 2,800.00 5,201.00 0.00 5 r:~gdrpt~003\0923\tm29353-2.map O0 ~OU 39~ZS I 7/ TRACT NO. 29353-2 ~r'--:~-.,~ ................................. '~"~5 1'~~ 9 8 11 I0 TRACT NO. 29353-2 LOt SEE DEr&IL 'B' /--- tSHEEr 15) P // HOT SPR TRACT NO. 29353-2 18 . 1 ....... ~ ..... so .o_.. ?_ _~_~. ~o~ I ~E g~TAI& JOt 91" ~ II , \ N tot TRACT NO. 29353-2 \ tS~ET LOt 9 TRACT NO. 29353-2 ISHE£T LO~' J TRACT NO. 29353-2 MAY 2~3 RANCH II ~ SEE DE?AIL '"E" ~o'~ p- ~SHEET 9 TRACT NO. 29353-2 1! 1~,130 ACRES NET 7' IO TRACT NO, 29353-2 MAY 2OO3 4 7 9 To S~c 2J N TRACT NO. 29353-2 PAN I ,=AR 3 / I / I , ' I 9 Sec PM 14 PON ,°AR 1 7 TRACTNO. 29353-2 -- LQT / '7' "'2X.¢~. ' ~ / ~% ~-. ~oqq //, / q% ~' ~.'~. . G ® ®® ® ®®®® ®(D RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Temecula 43200 Business Park Drive P.O. Box 9033 Temecula, California 92589-9033 Atto: City Clerk Exempt from recordin~ fees pursuant to Govt. Code Section 27383 (Space above for recorder's use) AGREEMENT TO DEFER COMPLETION OF CONDITIONS OF APPROVAL UNTIL AFYER RECORDATION OF FINAL MAP FOR TRACT NO. 29353-2 (RORIPAUGH RANCH SPECIFIC PLAN) (Ashby USA LLC) This Agreement is made and entered into as of September 23, 2003, by and between the CITY OF TEMECULA, a municipal corporation ("City") and ASHBY USA, LLC, a California limited liability company ("Developer"), with respect to the following facts: Recitals A. Developer is the Developer of a portion of that certain real property (the "Property") located in the City of Temecula, County of Riverside, State of California and is generally known as Roripaugh Ranch, which Property is more specifically described on Exhibit A, Legal Description of Property, attached hereto as Exhibit A and incorporated herein as though set forth in full. Roripaugh Ranch is composed of Tract 29353. Tract 29353 is divided in to three phases, Tract 29353-1, Tract 29353-2 and Tract 29353-3. This Agreement only affects Tract 29353-2 and 29353-3. Tract 29353-1 is not a part of this Agreement and has been sold to merchant builders. B. On December 17, 2002, the City and Developer entered into that certain agreement entitled "Pre-Annexation and Development Agreement by and between the City of Temecula and Ashby USA, LLC" ("Development Agreement") which Development Agreement was recorded on January 9, 2003 in the Official Records of Riverside County as Document No. 2003-108567. C. On December 17, 2002, the City Council of the City of Temecula approved Tentative Tract Map No. 29353 and other land use entitlements with certain conditions of approval which conditions must be satisfied prior to the recordation of a final map for the Property (the "Conditions of Approval"). D. Condition No. 96 of the Conditions of Approval requires that prior to the approval of the Final Map for Tract No.29353 for the Property, "Construction drawings for all parks, landscaped medians and proposed TCSD slope/landscape maintenance areas shall be reviewed and approved by the Director of Community Services prior to the approval of the 746444.2 9/12/03 1 respective final map" ("Condition 96"). E. Condition No. 97 of the Conditions of Approval requires that prior to the approval of the Final Map for Tract No. 29353 for the Property, "The developer shall post security and enter into an agreement to improve the public parks, landscaped medians and proposed TCSD slope/landscaped maintenance areas prior to the approval of the respective final map" ("Condition 97"). F. The improvements for which the Developer must obtain plans approved by the City prior to recordation of the Final Map for the Property are: (1) 5.1 acre neighborhood park (Lot 2 of Tract 29353-2); (2) 19.7 acre sports park (Lot 9 of Tract 29353-2); (3) perimeter slope/landscape for Temecula Community Services District maintenance areas on Mudetta Hot Springs Road, Butterfield Stage Road, Nicolas Road, North Loop Road, South Loop Road, "A" street and "B" street; and (4) medians on Murietta Hot Springs Road, Butterfield Stage Road, North Loop Road and South Loop Road (the "Improvements"). The location of the Improvements are depicted on Exhibit B, attached hereto and incorporated herein by this reference as though set forth in full. G. Developer desires to record the final map for Tract 29353-2(the "Final Tract Map") prior to the fulfillment of Condition 96 and Condition 97. H. In consideration for the City's approval of and permission to record the Final Tract Map prior to the fulfillment of Condition 96 and Condition 97, and as a condition of approval thereof, Developer has agreed to execute and record this Agreement and make it binding on its successors and assigns, provide bonds for the Improvements, implement amendments to the land use entitlements for the Property to accommodate fuel modification requirements, and construct an addition to the Community Building, as more specifically set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises contained herein, Developer covenants, promises and agrees for the benefit of the City as follows: 1. Recitals. The above recitals, and each of them, are true and correct and are hereby incorporated by reference herein and made a part hereof. 2. Compliance with Conditions of Approval. Developer covenants and agrees to and in favor of the City that Developer shall: (1) submit to the City construction plans and specifications for the Improvements, as required by Condition No. 96; (2) obtain approval of the Director of Community Services of the construction plans and specifications as required by Condition No. 96; and (3) execute a lawful, valid and binding subdivision improvement agreement with the City and tender a surety bond with a California admitted surety, as required by Condition No. 97. These three covenants shall be completed to the full satisfaction of the Director of Community Services prior to the acceptance of any application for a land use entitlement for the Property or any portion of the Property and prior to the issuance of the first building permit on the Property or on any portion of the Property. Developer acknowledges and agrees that said items must be submitted to and approved by the Director of Community Services prior to acceptance of any application for land use entitlements for the Property or any portion of the Property and prior to the issuance of any building permit, even if the Improvements do not 746444.2 9/12/03 2 pertain to that portion of the Property for which a land use entitlement or building permit is sought. 3. Submission of Bond for Construction and Installation of Improvements. Developer shall submit to the City concurrently with the execution of this Agreement a surety bond from an admitted Califomia surety in the penal stun of three hundred fifty thousand dollars ($350,000.00) to secure the preparation of construction plans for the Improvements. The bond required by this Section shall be in substantially the form set forth on Exhibit C, attached hereto and by this reference incorporated herein as though set forth in full. Both parties acknowledge and agree that the amount of the bond is only a rough approximation of the cost of the construction plans and the actual costs may be more. 4. Construction of Additional Community Building Improvements. Developer is obligated to build a restroom and concession building ("Community Building") at the Sports Park pursuant to the requirements of Section 4.2.1 of the Roripaugh Ranch Specific Plan. In addition to its obligation to build the Community Building, Developer further agrees to design and construct, at is own expense, an expansion of the Community Building located in the Sports Park. The Developer shall submit plans and specifications to the City for the Community Building addition which shall include an additional one thousand eight hundred (1,800) square feet of space for office uses, a community room and storage space. The plans and specifications shall comply with all applicable local, state and federal laws, ordinances, and regulations. Developer shall submit such plans and specifications and obtain final City approval of such plans and specifications prior to the acceptance of an application for any land use entitlement for the Property or any portion of the Property and prior to the issuance of the first building permit on the Property or on any portion of the Property. 5. Revisions to Land Use Approvals to Accommodate Fuel Modification Requirements. Developer acknowledges and agrees that as a result of the review and pending approval by the Fish and Wildlife Service of the open space requirements for Tract 29353, numerous changes to the Tract Map, Assessment District 161 Agreement ("AD 161"), and the existing land use entitlements for the Property will be required. Developer agrees to submit these changes to the City, and with respect to AD 161 Agreement, to the Fish and Wildlife Service and, if appropriate, Riverside County, and obtain the necessary approvals of the changes prior to the approval of the Final Map for Tract 29353~3 and subsequent land use entitlements for the Property, whichever occurs first. Developer further acknowledges and agrees that the City has the legal authority and may withhold approval of the Final Map for Tract 29353-3 until the changes required by this Section are fully completed. 6. Withholding Acceptance of Applications for Land Use Entitlements and Withholding o f Building Permit. Developer acknowledges and agrees that by allowing the Developer to defer submitting construction plans and City approval of the construction plans, as well as the bonding for the Improvements until after recordation of the Final Map, City has severely limited its remedies in the event Developer fails to comply with the terms of this Agreement and which, if not replaced, could adversely affect the public health, safety and general welfare. Developer, therefore, acknowledges and agrees that in the event Developer breaches this Agreement or any portion thereof or fails to submit and obtain the approval of the City for the construction plans for the Improvements, or fails to construct the addition to the Community Building, as required by this Agreement, the City has the legal authority to and may refuse to process any land use applications for the Property or any portion thereof and withhold 746444.2 9/12/03 3 the issuance of building permits or certificates of occupancy, in addition to any other legal remedy the City may have under law. 7. Recordation of Covenant. This covenant shall be recorded in the office of the County Recorder for the County of Riverside. 8. Covenant Runs With Land. This Covenant shall be a covenant nmning with the land and shall be binding upon the Property and any future Developers of the Property or successors in interest of Developer, and shall run to the benefit of the City, until this Covenant is released or modified by the City. This Covenant shall run with the land and shall be a burden upon the Property and shall be for the benefit of all real property owned or controlled by the City which is located in the City of Temecula, County of Riverside, State of California. This instrument is intended to be a covenant running with the land and such intention shall be liberally construed in favor of the City. Developer warrants and represents to the City that all actions necessary to make this Agreement binding upon its successors and assigns to the Property have been completed and that this Agreement is binding upon Developer and its successors and assigns to the Property. 9. Termination of Covenant. Notwithstanding anything provided herein to the contrary, the burdens of this Covenant may be terminated by the City Council of the City at any time by execution and recordation of a notice terminating this Covenant. 10. Time is of Essence. Time is of the essence of each provision of this Covenant of which time of performance is a factor. 11. City's Remedies for Breach. In the event of a violation of any of Developer's obligations set forth herein, the City shall be entitled to all remedies at law or equity that may be available to it, including the fight to seek an injunction against any violation hereof, an action for specific performance, or an action for damages. In addition to any other remedies available to the City, upon breach of this Covenant the Developer acknowledges and agrees that the City has the legal authority and that the City may refuse to issue or revoke any grading permit, building permit, certificate of occupancy, land use entitlement or similar permit, approval or certificate therefor issued for the Property or any portion of the Property. 12. For Benefit of City. This Covenant shall be enforceable by and inure to the benefit of the City and its successors and assigns and shall bind Developer and Developer's successors and assigns. This Covenant shall be enforceable by the City and any assignee of the fights of the City. The City shall be entitled to assign its fights hereunder to any governmental agency or subdivision of the City or of the State of California. 13. Entire Agreement; Amendment. This instrument contains the entire agreement of Developer relating to the fights herein granted and the burdens and obligations herein assumed. Any oral representations or modifications concerning this instrument shall be of no fome or effect except for a subsequent modification in writing signed by the then current Developer and lessee of the Property and by the City, except for a termination hereof executed by the City. This Covenant may not be amended, modified or revoked without the written consent of the City. 14. 746444.2 9/12/03 Attorneys' Fees. In the event of any controversy, claim, or dispute 4 relating to this instrument or the breach thereof, the prevailing party shall be entitled to recover from the losing party reasonable attorneys' fees and costs. 15. Captions. The captions used in this Covenant are for convenience only and therefore do not constitute a part of this Covenant and do not amplify or limit the meaning of the provisions of this Covenant. 16. Interpretation. This Covenant shall be construed according to its fair meaning and as if prepared by both parties hereto. Any role of law (including without limitation California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Covenant against the party that has drafted it is not applicable and is hereby waived. 17. No Third Party Beneficiaries. No person or entity shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement (either express or implied) is intended to confer upon any person or entity, other than the City and the Developers (and their respective successors and assigns), any rights, remedies, obligations or liabilities under or by reason of this Agreement. 18. Goveming Law. This Covenant shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Covenant as of the day and year first above written. CITY OF TEMECULA, a municipal corporation JeffStone Mayor Attest: Susan W. Jones, CMC City Clerk Approved As to Form: Peter M. Thorson City Attorney 746444.2 9/12/03 5 ASHBY USA, LLC, a California limited liability company By: Name: Title: By: Name: Title: 746444.2 9/12/03 6 State of California County of Riverside On ,2003, before me, , a Notary Public, personally appeared ., personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instmmem and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (seal) State of California County of Riverside On ,2003, before me, , a Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (seal) 746444.2 9/12/03 5 Exhibit "A" Legal Description of Property 746444.2 9/12/03 1 Exhibit "B" Depiction of Proposed Improvements 746444.2 9/12/03 2 Exhibit "C" Form of Bond CITY OF TEMECULA SUBDIVISION FAITHFUL PERFORMANCE BOND WHEREAS, the City of Temecula, State of Califomia, and ASHBY USA, LLC, a California limited liability company (hereinafter designated as "Principal") have entered into that certain agreement entitled "AGREEMENT TO DEFER COMPLETION OF CONDITIONS OF APPROVAL UNTIL AFTER RECORDATION OF FINAL MAP FOR TRACT NO. 29353-2 (RORIPAUGH RANCH SPECIFIC PLAN)(Ashby USA LLC)" (the "Agreement"), which Agreement is dated as of September 23, 2003 and is hereby referred to and incorporated herein as though set forth in full; and WHEREAS, Principal is required under the terms of the Agreement to furnish a bond for the Faithful Performance of its obligations under the Agreement: NOW, THEREFORE, we the Principal and as surety, are held and fn'mly bound unto the City of Temecula, California, in the penal sum of three hundred fifty thousand dollars ($350,000.00) lawful money of the United States, for the payment of such sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally. The condition of this obligation is such that the obligation shall become null and void if the above-bounded Principal, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to, abide by, well and truly keep, and perform the covenants, conditions, and provisions in the Agreement and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to this or their true intent and meaning, and shall indemnify and save harmless the City of Temecula, its officers, agents, and employees, as therein stipulated; otherwise, this obligation shall be and remain in full fome and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in successfully enfoming such obligation, all to be taxed as costs and included in any judgment rendered. 746444.2 9/12/03 3 The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the agreement or to the work or to the specifications. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named, on September ,2003. [SEAL] [SEAL] SURETY PRINCIPAL* By: By: Name: Name: Title: Title: By: Name: Title APPROVED AS TO FORM: *Two signatures are required for corporations unless corporate documents are provided that indicate otherwise. Peter M. Thorson, City Attorney 746444.2 9/12/03 4 TEMECULA COMMUNITY SERVICES DISTRICT ITEM 1 APPROVAL ~F''- CITY ~~ FINANCE DIRECTOR. CITY MANAGER ~ TEMECULA COMMUNITY SERVICES DISTRICT AGENDA REPORT TO: FROM: DATE: SUBJECT: PREPARED BY: General Manager/Board of Directors Genie Roberts, Director of Finance~ September 23, 2003 Financial Statements for the Fiscal Year Ended June 30, 2003 Karen Jester, Assistant Finance Direct~ Pascale Brown, Senior Accountant RECOMMENDATION: That the Agency members: 1. Receive and file the Financial Statements for the Fiscal Year Ended June 30, 2003. 2. Approve an appropriation of $1,200 for the Service Level R emergency road maintenance. 3. Approve an appropriation of $18,000 for the TCDS Debt Service Fund operating transfers out. DISCUSSION: The attached financial statements reflect the unaudited activity of the Community Services District for the Fiscal Year ended June 30, 2003. Please see the attached financial statements for an analytical review of financial activity. The appropriation for Service Level R is due to the spring rains causing unanticipated additional road maintenance and repair. The appropriation to the Debt Service Fund is due to investment interest earned last fiscal year for the Certificates of Participation (bonds) that needed to be transferred to the Capital Improvement Fund. FISCAL IMPACT: The appropriation for the emergency road maintenance will come out Service Level R Fund undesignated fund balance. The appropriation for the operating transfers out will come out of TCSD Debt Service Fund undesignated fund balance as well. ATTACHMENTS: Combining Balance Sheet as of June 30, 2003 Statement of Revenues, Expenditures and Changes in Fund Balance for The Fiscal Year Ended June 30, 2003 TEMECULA COMMUNITY SERVICES DISTRICT Combining Balance Sheet as of June 30, 2003 And the Statement of Revenues, Expenditures and Changes in Fund Balance For The Fiscal Year Ended June 30, 2003 (Unaudited) Prepared by the Finance Department Temecela Community Services District Combining Balance Shaet For the Fiscal Year Ended June 30, 2003 Cash and inve~nents Receivables Due from other funds Total Pa'ks & Sorvic~ Scrvie~ Recreation l~vel B Level C $ 1,221,449 105,727 $ 385,749 155,655 $ 13,357 30,439 12,900 1,390,004 $ 119,08.~...45 416,18.~._.~8 Liabilities and fired balunces: Liabilities: Other currant liabilities Fund balances: Reserved Designated Total fund balances Total liabilities and. fund balances $ 445,066 $ 2,422 $ 83,748 445,066 2,422 83,748 $ 944,938 $ 116,662 $ 332,440 944,938 116,662 332,440 $ 1,390,00~$ 119,08~4 $ 416,188 Pleas~ note that those balances are unaud, fled Temecul~ Comity Services Dim-ici Combining B~v¢ Sheet For thc Fisca] Year Ended June 30, 2003 Co~ and invcstmcn~s R.c~civablcs Duc tfom other fund~ Service Service Debl Level D Level R Service Total $ 160$ 22,166 $ 1,019 $ 1,736~70 93,129 421 102 293,103 12,900 $__ 93,289 $ 22,587 $ 1,121 $ 2,042,27~3 Liabilities and fund balances: Liabilities: Other current liabilities Fund balances: Reserved Designated Total fund balances Total liabilit les and thnd balances $ 20,682 $ 2,200 $ :~$4,118 20,682 2,200 554,118 $ 72,607 $ 20,387 $ 1,121$ 1,488,155 72,607 20,387 1,121 1,488,1~ 93,289 $ 22,58'/ $ 1,121 $ 2,042,27~3 Please note thal these balances are unaudited Tera~cuin Commnuivj Services Distr/c! Cltywide Operations Statemen! o£Revenue$, Expundit~re s ami Changes ia Fund Balance - Budge! and Ac~mJ For the Fiscal Y~- Ended June 30, 2003 Annual Amended YTD Bud[et Activity Tolal Activity Special tax $ 2,689,330 $ 2,699,467 TCSD admin fee credil/"REST" 2,478,210 2,47g,210 Recreation prognuns 585,600 663,702 Investment in.rest 40,000 14,861 Miscellaneous 192,500 159,362 Operating tramfer in 2,699~67 2,478210 663,702 14,861 159,362 Total Revenues ~xpcndi~un~s: 5~985,640 6,015,602 6.015,602 Parks, medians and axterhl street lighting 3,934,422 3,773,892 Seniors 143,100 146,573 Community R~cr~atiun Center (CRC) 418,510 379,596 Recreation programs 507,368 481,692 Temecula Commenity Center ('fCC) 141,360 127,940 Museum 175,514 156,419 Aquatics 391,625 396,841 Sports 160,966 145,724 Children's Mu~eurn 104,150 75,676 Operating transfar~ out 564,500 564,500 o£Bud~et 100% 100% It3% ~7% (1) 83% 101% $ 18,474 3,792,366 96% 146,573 102% 532 380,128 91% 27,263 508,955 100% 127,940 91% 1,095 157~$14 90% 396,841 10 I% 145,724 91% 400 76,076 73% 564,500 100% Total Exl~nditures 6,541,515 6,248,853 47,764 6,296,617 (555,875) (233,251) 1,178,189 1,178,189 Revenues Over/(Unaer) Expenditures Beffinnlng Fund Balance, July 1, 2002 Ending Fund Ba/ance, June 30, 2003 $ 622,31..~_a$ 944,93~8 (1) Investmmt interest market rote was lowsr than expected during this fiscal year. (2) Activities far the Children's Museum are not scheduled to start until next fiscal year. 96% Tcr~¢uln Corr~unity Services Dis~x/ct Service Level B Rcsid~t~l ~c~ L~ S~nt of Rcv~s, ~pc~i~s ~d C~cs in F~d Ba~ - ~dget and A~I For ~e Fis~ Y~ ~d J~e 30, 2003 Strec! Ugh~ng fees Expenditures: Salaries & Weccs Street l~hfing Mi~cl~neo~ To~l ~p~di~s Revenues ~cr/(Un~r) ~pe~di~ Budte~ Activi~ Encumbr. Activity of Budi~et 433,220 $ 443,288 $ 443,285 102% 2,000 1,563 1,56'~ 78% 13,600 74,376 74,376 547% (2) 47,400 9,681 9,681 20% 496.220 528,908 528,908 107% 4,080 3,855 3,855 94% 5 [ 1,300 470,962 470,962 92% 23,500 4,93~. 4,934 21% 538,880 479,751 479,751 89% (42,660) 49,157 67,505 67~505 $ .,,,, 24,845 $ 116,662 (1) InvcsUnen! interest market rate was lower than c~ted during this fi.mai year. (2) The variance in S~reet lighting fees is due to several new developments that were required lo pay the advance energy fees due to timing on tax roll. (3) The variance in Miscellaneous revenue is due to several inspections hhat were not completed during this fiscal year. Terr~ah Commanily Services Distria Serv/~e Level C Pedmeter Lands/:ap/ng and Slope Maintenance S~ater~nt of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual For the Fiscal Year Endod Iuns 30, 2003 ~nvcst~nt iniarcst Plan check mid inspections Miscellaneous Tat~ R~vm~s Ex~ndi~s: S~ ~d wages L~g~ ~t~ UtRRics ~er ex~di~s Tot~ ~ndi~s Rev~s ~/(Und~) ~ing F~d B~ce, Jaly 1, ~ding F~d B~ce, J~e 30, 2003 Annual Amended YTD Total Budget Activit~ Eaoumbr. Aclivit¥ 985,000 $ 986,350 $ 986,350 20,000 5,334 5,334 40,000 22.490 22,490 3,000 400 400 1,048,000 1,014,574 1,014,574 211,590 189,300 189,300 605,852 577,583 577,583 262,000 213.180 213,180 105,500 53,127 53,127 1,184,942 1,033,190 1,033,190 (136,9~2) (18,616) 351,0~6 3~1,056 214,114 $ 332,440 P¢l~oent of Budget 100% 27% (1) s6% (~ 13% 97% 89% 95% 81% 50% (3) 87% Notes: (1) Investment inter~st market mia was lower than expected for this quarter. (2) The variance is due to a number of Plan checks and inspections thal wer~ not completed during this fiscal year. (3) The variance is due to repair and maintenance of slopes and consulting services being lower than anticipated. Tcrc~cula Co~y Servin~ Dinlricl S~rvic~ L~vel D Retbs~ Collection, R~cycling ~d $tr~! Swiping S~mo-~nt of Revenues, Expenditures a~d Changes in Fund Balance - Budget and Actual For the Fiscal Year Enc~d .h.me 30, 2003 Crra.nts Investment interest Recycling Program Total Rev~ues ~it~: S~ ~d ~ges Rede ~[~g ~her expenses Tot~ Ex~ndit~s Revenues Ovg/~nd~) ~ndi~s Be~g F~d B~ee, July 1,2002 End~g F~d B~ce, J~ 30, 2003 Annual Amended Y'I'D Tolal Budget A~iivity Encmnbr. Activity 3,187,000 $ 3,191,238 $ 3,191,238 17,220 17,619 17,619 40,000 5,818 5,818 5~000 5,000 5,000 3,249,220 3,219,675 3,219,675 of Budge! 10o% 102% 100% 99% 32,100 31,529 31,529 98% 3,187,530 3,187,873 3,187,873 100% 34,890 31,266 3,394 34,660 99% 3,254,520 3,250,668 3,394 3,254,062 100% (5,300) (30,993) 103,600 103,600 $ 98,3005 72,607 Notes: (1) The variance is due to investment inle~st rate being lower than expected this year. Temecula Commun{ty Services District Streets and Roads Statement of Revenues. ~xpendllures and Changes in Fund Ba]~ce - Budget a~d Actua[ Fvr the Fiscal Ye,~r Eh&'.:[ Jlme 30, 2003 As~ssments Inv~ment interest Total Revenues Expenditures: Emergency street maintenance Other expenditures Tolal EXl~nditures Revenues Over/(Under) t~xp~nditures Beginning Fund Balance, July 1, 2002 Ending Fund Balance, June 30, 2003 Annual Amended YTD Total Percent Budget Activity Encumbr. Activity of Budget 12,800 $ 12,573 $ 12,573 99% 200 561 561 281% (1) 13,000 13,234 13,234 ] 02% 17,080 18,230 18,230 107% (2) 80 51 51 64% 17,160 18,281 18,2~1 107% (4,160) (5947) 25,433 25,433 21,27~35 20,387 Not~: (1) The variance is due to the cash balance earning n~m interest than anticpatcd during this fiscal year (2) The variance is due to higher than anticipated street maintenance repair during this fiscal yeas. Temecula Community Services Di~,'ict D~bt Servico Fund Stat*meat o f Rovunues, Expenditures and Changes in Fund Balance - Budget and Actual For the gisoal Year Ended June 30, 2003 Ol~rating transf~ ia I~vestment interest Total Revenues Expenditures: Debt sen6co - p~in¢ipal Debt service - interest Other expenditures Total Exp~nditums Revenues Ov~r/(Under) Expunditures Beginning Fund Balance, July 1,2002 Ending Fund Balance. June 30, 2003 Annual An~nded YTD Total Budget Activity Encumbr. Activity 562,500 $ 562,500 562,500 35,000 (8,279) (g,279) 597,500 554,221 554,221 280,000 280,000 280,000 276,200 276,200 276,200 6,300 23,932 23,932 562,500 580,132 580,132 35,ooo (25,911) 27,032 27,032 $ 62,032 $ 1,121 of Budget 100% -24% (1) 93% 100% 100% 380%(2) 103% (1) The variance is due to a LAIF interest adjustment per the Auditors for Fiscal Year 01-02. (2) The variance is due to ~m operating thruster out to the CIP Fund for investment interest earned l~t risc. al year on the Certificates of Participation. ITEM 2 APPROVAL ~ ,,~l}L- CITY ATTORNEY -E.-.~.,:, II DIRECTOR OF FINANCE .-.gg~'-~l CITY MANAGER __~ TO: FROM: DATE: SUBJECT: TEMECULA COMMUNITY SERVICES DISTRICT CITY OF TEMECULA General ManagedBoard of Directors ,William G. Hughes, Director of Public Works/City Engineer Herman Parker, Director of Community Services September 23, 2003 Reduction of Retention - R. E. Fleming Construction, Inc. Children's Museum Building Shell Improvements, Project No. PW02-01CSD PREPARED BY: Amer Attar, Principal Engineer Brian Guillot, Assistant Engineer RECOMMENDATION: That the Board of Directors approve the Release of retention for the construction contract with R.E. Fleming Construction, Inc. less any monies withheld pursuant to law. BACKGROUND: On September 17, 2002, the Board of Directors awarded a construction contract to R.E. Fleming Construction, Inc., of Hesperia, California for the Children's Museum Building Shell Improvements, Project No. PW02-01CSD, in the amount of $347,881.00. Since that time R.E. Fleming Construction has completed the contract with the exception of additional repairs to the gazebo porch floor and the removal and replacement of the ADA ramp. Numerous problems were encountered during the retrofit of the building including repairs to the building structure and the removal and replacement of the sewer lateral. These problems and other conditions found on the site have delayed Fleming Construction from being able to finalize their contract since they completed most of the work in April of 2003. Staff met with the owner of R.E. Fleming to discuss the remaining work. R.E. Fleming is in the process of completing the remaining work and they are committed to its completion at the eadiest possible time. Staff is recommending that the retention due R.E. Fleming is released in its entirety, less any monies withheld pursuant to law. The subcontractors employed by R.E. Fleming Construction can no longer sustain themselves without receiving the final payments due on the project for work they completed prior to April 2003. In addition, Fleming has performed competently throughout the duration of the contract. The delay in completing portion of the outstanding work is beyond their control. In addition, a portion of the work to be completed is extra work the City is requesting in conjunction with R.E. Fleming contract. FISCAL IMPACT: The Children's Museum Building Shell Improvements is a Capital Improvement Project funded through Capital Project Reserves, Proposition 12 (State Urban Centers/Education Grant) and the Redevelopment Agency. The total project cost at this time is $421,804.98, which includes the original contract amount of $347,881.00 plus contract change orders in the amount of $73,923.98. 1 R:\AGENDA REPORTS\2003\O92303\FWVO2-O1CSD Retention Fieming.doct The figures for retention release are as follows: Retention withheld to date - Less Stop Notice - Less 25% Balance of Retention - $26,696.12 (5,188.46) (1,297.11) $20,210.55 (Amount to be released) 2 R:\AGENDA REPORTS\2003\092303\P'~VO2-O1CSD Retention Fleming,doct ITEM 3 APPROVAL CItY ATTORNEY DIRECTOR OF FINANCE~ CITY MANAGER / ~/'7/' CITY OF TEMECULA AGENDA REPORT TO: FROM: Board of Directors Shawn D. Nelson, General Manager ,,~(- Susan W. Jones - L..) City Clerk/Director of Support Services DATE: SUBJECT: September 23, 2003 Ratification of Election Results -' Harveston Specific Plan #13 PREPARED BY: Cheryl Domenoe, Administrative Secretary RECOMMENDATION: That the Board of Directors adopt a resolution entitled: RESOLUTION NO. CSD 03- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF TEMECULA COMMUNITY SERVICES DISTRICT, RECITING THE FACT OF THE SPECIAL TEMECULA COMMUNITY SERVICES DISTRICT MAIL-IN BALLOT ELECTION HELD ON SEPTEMBER 10, 2003 DECLARING THE RESULTS AND SUCH OTHER MATTERS AS PROVIDED BY LAW BACKGROUND: At the meeting of July 22, 2003, the Board of Directors adopted Resolution No. CSD 03-16, which called for a Special Election to be held among the property owners of the Harveston Specific Plan #13. The purpose of this election was to establish Service Level B and Service Level C Rates and Charges beginning Fiscal Year 2004-2005. This election was conducted by mail with a final date for acceptance of ballots to be no later than 3:30 p.m. on September 10, 2003. At 4:00 p.m. on that date, the City Clerk acting in her capacity as the City's Election Official and as the Secretary of the Board of Directors of the Temecula Community Services District declared the receipt period for receiving ballots closed. At 4:00 p.m., the Elections Canvassing Board duly appointed and consisting of City Clerk Susan Jones, Deputy City Clerk Michaeia Ballreich and Records Coordinator Gwyn Flores, conducted the canvass of the results. The results of the votes cast, returned within the time allowed and publicly counted, are included within the body of the proposed resolution. Staff recommends adoption of the resolution ratifying the results of this election. Agenda Reports\Election CSD Harveston Specific Plan #13 I FISCAL IMPACT: election results. ATrACHMENTS: There is no direct fiscal impact as a consequence of the ratification of the Resolution No. CSD 03- Official Tally of the Votes Vicinity Map Agenda Repods\Election CSD Harveston Specific Plan #13 2 RESOLUTION NO. CSD 03- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT, RECITING THE FACT OF THE SPECIAL TEMECULA COMMUNITY SERVICES DISTRICT MAIL-IN BALLOT ELECTION HELD ON SEPTEMBER 10, 2003 DECLARING THE RESULTS AND SUCH OTHER MATTERS AS PROVIDED BY LAW WHEREAS, a Special Mail-in Ballot Election was held and conducted in the City of Temecula, California, on September 10, 2003, as required by law; and WHEREAS, notice of the election was given in time, form and manner as provided by law; that the special election was for the purpose of obtaining approval by property owners of the Harveston Specific Plan #13, for establishment of the annual levy of TCSD Rates and Charges for each affected parcel as follows: Service Level B Rates and Charges at $25.68 for Residential Street Lighting Services and Service Level C Rates and Charges at $100.00 for Perimeter Landscaping and Slope Maintenance, per residential parcel beginning FY 2004-05 was propedy 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. CSD 03-16, adopted July 22, 2003, the ballots were returned to the office of the City Clerk/Secretary of the Temecula Community Services District; the results were received, canvassed in public and are herein set forth in Section 2. NOW THEREFORE, THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS: Section 1. That the whole number of ballots cast in the homeowners election was three (3) and the whole number of provisional ballots cast in the election was none (0). Section 2. That the whole number of ballots cast for establishment of the annual levy for Service Level B Rates and Charges at $25.68 for Residential Street Lighting Services and Service Level C Rates and Charges at $100.00 for Perimeter Landscaping and Slope Maintenance per residential parcel beginning FY 2004-05 on the ballot were as follows: Section 3. The Board of Directors of the Temecula Community Services District does declare and determine that as a result of the election, a majority of the voters voting on the measure relating to the establishment of Service Level B Rates and Charges at $25.68 Residential Street Lighting Services and Service Level C Rates and Charges at $100.00 for Perimeter Landscaping and Slope Maintenance, per residential parcel beginning FY 2004-05 pursuant to Article XIIID, Section 6 of the California Constitution, did vote in favor of the measure and that the measure was carried, and shall be deemed adopted and ratified. R:CSD Resos 2003\CSD 03-__ 1 Section 4. The City Clerk/Secretary of the Temecula Community Services District (TCSD) shall enter in the minutes of the TCSD Board of Directors, a statement of the result of the election, showing: (1) The whole number of ballots cast in the City; (2) The votes in favor, (3) The votes in opposition and (4) Those received incomplete. Section 5. The City Clerk shall certify the adoption of this resolution. PASSED, APPROVED AND ADOPTED, this 23rd day of September, 2003. ATTEST: Jeff Comerchero, President Susan W. Jones, CMC City Clerk/Secretary [SEAL] STATE OF CALIFORNIA ) COUNTYOF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, CMC, City Clerk/District Secretary of the Temecula Community Services District, HEREBY DO CERTIFY that the foregoing Resolution No. CSD 03- was duly adopted at a regular meeting of the Temecula Community Services Distdct on the 23rd day of September, 2003, by the following roll call vote. AYES: NOES: ABSENT: ABSTAIN: DISTRICT MEMBERS: DISTRICT MEMBERS: DISTRICT MEMBERS: DISTRICT MEMBERS: Susan W. Jones, CMC City Clerk/District Secretary R:CSD Resos 2003\CSD 03-__ 2 CANVAS FOR BALLOT TEMECULA COMMUNITY SERVICES DISTRICT SERVICE LEVEL B AND SERVICE LEVEL C RATES AND CHARGES FOR RESIDENTIAL STREET LIGHTING SERVICES AND PERIMETER AND SLOPE LANDSCAPE MAINTENANCE Harveston Specific Plan #13 YES NO TOTAL ~"~._~'ons ~ , Elections Officer Elections Officer TCSD DEPARTMENTAL REPORT REDEVELOPMENT AGENCY ITEM 1 APPROVAL ~j~ CITY ATTORNEY ~zv~v# FINANCE DIRECTOR CITY MANAGER TO: FROM: DATE: SUBJECT: TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT Executive Director/Redevelopment Agency Members Genie Roberts, Director of Finance~ / September 23, 2003 Financial Statements for the Fiscal Year Ended June 30, 2003 PREPARED BY: Karen Jester, Assistant Finance Direct~ Pascale Brown, Senior Accountant RECOMMENDATION: That the Agency Members: 1. Receive and file the Financial Statements for the Fiscal Year Ended June 30, 2003. DISCUSSION: The attached financial statements reflect the unaudited activity of the Redevelopment Agency for the Fiscal Year ended June 30, 2003. Please see the attached financial statements for an analytical review of financial activity. FISCAL IMPACT: None ATTACHMENTS: Combining Balance Sheet as of June 30, 2003 Statement of Revenues, Expenditures and Changes in Fund Balance for the Fiscal year Ended June 30, 2003 TEMECULA REDEVELOPMENT AGENCY Combining Balance Sheet as of June 30, 2003 And the Statement of Revenues, Expenditures and Changes in Fund Balance For The Fiscal Year Ended June 30, 2003 (Unaudited) Prepared by the Finance Department Temecula Redevelopment Agency Combln~ng Balance Sheet For the Fiscal Year Ended June 30, 2003 Assets: Cash and investments Receivables Land held for resale Total asses Low/Mod CIP Debt Fund Fund Service Total $ 9,726,929 $ 8,784,819 $ 2,295,337 $ 20,807,085 42,551 609,488 39,654 691,693 2,103,053 2,103,053 $ 9,769,480 $ 11,497,360 $ 2,334,991 $ 23,601,831 Liabilities and fund balances: Liabilities: Other current liabilities Deferred revenue Total liabilities Fund balances: Reserved Designated Undesignated Total fund balances Total liabilities and fund balances $ 24,880 $ 52,442 $ 77,322 748,169 157,059 905,228 773,049 209,501 982,550 $ 39,463 $ 88,206 $ 127,669 8,956,968 11,199,653 $ 2,334,991 22,491,612 8,996,431 11,287,859 2,334,991 22,619,281 $ 9,769,480 $ 11,497,360 $ 2,334,991 $ 23,601,831 Please note that these balances are unaudited City of Ternecula Redevelopment Agency Statement of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Redevelopment Agency Low/Moderata Income HousIng For the Fiscal Year Ended June 30, 2003 Annual Amended YTD Total Budget Activity Encumbr. Activity Prope~ytaxincrement $ 2,159,098 $ 2,189,970 Investment interest 232,000 201,033 Rentalincome 40,000 30,000 Miscellaneous 161,000 407,074 Total Revenues 2,592,098 2,828,077 $ 2,189,970 201,033 30,000 407,074 2,828,077 of Budget 101% 87% (1) 75% 253% (2) 109% Expenditures: Salaries and wages Operating and administrative expenditures Homebuyer programs Residential rehabilitation programs Housing development & acquisition Affordable housing / future obl/gation 230,500 217,184 217,184 365,821 279,495 $ 16,471 295,966 300,000 1,095,756 207,754 19,325 227,079 4,347,608 433,573 3,667 437,240 305,000 305,000 305,000 Tot~Expenditures 6,644,685 1,443,006 39,463 1,482,469 Revenues Over/(Under) Expenditures (4,052,587) 1,385,071 Beginning Fund Balance, July 1, 2002 Ending Fund Balance, June 30, 2003 7,611,360 7,611,360 $ 3,558,773 $ 8,996,431 94% 81% (3) 21% t0% (4) 100% 22% Notes: (1) The variance is due to investment interest rate beIng much lower than expected during this fiscal year. (2) Residential loan program repayments received were much higher than anticipated due to many homebuyers refinancing their existing loans which then requires the repayment of the loan. (3) The variance is due to loans beIng booked as receivables on the balance sheet. (4) The variance in the HousIng development projects is due to the timing of housing projects not yet implemented. City of Temecula Redevelopment Agency Statement of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Redevelopment Ageney-CIP For the Fiscal Year Ended June 30, 2003 Annual Amended YTD Budget Activity Investment interest $ 260,000 $ 252,319 Rental income 180,000 172,334 Loan interest 16,000 14,109 Grants 50,000 Micellaneous 273,136 Operathag transfers in 850,000 676,771 Total Revenues 1,356,000 1,388,669 Encumbr. Total Activity 252,319 172,334 14,109 273,136 676,771 1,388,669 Capital Projects: First Sheet bridge 280-807 70,017 2,296 69,617 71,913 Old Town Parking 280-825 171,400 1,726 1,726 Gateway Landscape OT 280-833 175,182 14,414 3,146 17,560 Percent of Budget 97% 96% 88% 80% 102% 103% 1% (1) 10% (1) Operating Expenditures: Salaries and wages Operating and adrrdnistrative expenditures Owner participation agreements Old Town plan implementation Old Town building facades Banner pro gram Operating transfers out Total Expenditures Revenues Over/(Under) Expenditures Beginning Fund Balance, July 1, 2002 Ending Fund Balance, June 30, 2003 92,780 91,253 91,253 592,708 516,396 5,015 521,411 300,000 300,000 300,000 136,140 100,383 100,383 94,301 83,686 10,428 94,114 4,100 32 32 10,805,800 2,557,715 2,557,715 12,442,428 3,667,90l 88,206 3,756,107 (11,086,428) (2,279,232) 13,567,091 13,567,091 $ 2,480,663 $ 11,287,859 98% 88% 100% 74% (2) 100% 1% (2) 24% (3) 30% Notes: (1) The variance is due Old Town Parking and Gateway Landscape projects not completed during this fiscal year. (2) The variance is due to a decrease in activity in the Old Town Implementation and the Banner program during this fiscal year. (3) The variance is due to the timing of several CIP projects that have not started or are still in under constraction. City of Temecula Redevelopment Agency Statemen! o f Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Redevelopment Agency - Debt Service For the Fiscal Year Ended June 30, 2003 Annual Amended YTD Percent Budget Activity of Budget Property tax increment $ 8,636,393 $ 8,759,882 101% Investment interest 29,000 603 2% Advances from other funds 65,000 64,481 99% Total Revenues 8,730,393 8,824,966 101% Expenditures: Passthrough agreements Debt service - principal Debt service - interest Trustees admin fees Operating transfers out Total Expenditttres Revenues Over/(Under) Expenditures Beginning Fund Balance, July 1, 2002 Ending Fund Balance, June 30, 2003 5,978,381 5,978,382 100% 1,013,440 1,077,920 106% 7,500 127,041 2,262,300 1,299,871 57% 9,261,621 8,483,214 92% (531,228) 341,752 1,993,239 1,993,239 $ 1,462,011 $ 2,334,99l (1) (2) (3) Notes: (1) The variance is due for a LAIF interest adjustment per Auditors for Fiscal Year 01-02. (2) The variance is due to the refinancing of RDA TABS, a principal payment was not requked this fiscal year. (3) The variance is due to Bond proceeds from Tax Allocation Bond refinance in May 2002 were originally recorded in the Debt Service Fund. Those funds were transferred to the Redevelopment CIP Fund at year end 01432. ITEM 2 APPROVAL CITY ATTORNEY DIRECTOR OF FINAN.,C.~, .' ~ CITY MANAGER f ",~ / CITY OF TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: FROM: DATE: SUBJECT: Chairman and Members of the Temecula Redevelopment Agency Executive Director Jim O'Grady, Assistant City Manag r~,~)'~ September 23, 2003 Lease of Agency Property - 27500 Jefferson Avenue RECOMMENDATION: That the Agency approve a two-year lease agreement with Mattcor Enterprises, doing Business as Kin World for Agency property located at 27500 Jefferson Avenue. BACKGROUND: In July of 2003, the Agency approved an agreement with Giant RV to sell Giant our property at 27500 Jefferson Avenue. Giant RV recently notified the City that they are no longer interested in purchasing this property. Since then, Kin World has informed us that they will be vacating their current location in Murrieta and has indicated an interest in leasing this property as an interim location until they can construct a new facility in the expanded Temecula Auto Mall on Ynez Road. Staff believes that this is an excellent interim use for this property, and recommends approval of the attached agreement. Key provisions of the proposed agreement are: · Monthly lease rate of $15,000 per month. · Two year term, with right of entry beginning on October 1, 2003 and lease payment period beginning upon commencement of business, but no later than October 20, 2003. · Kin may terminate lease upon ninety-day notice for relocation to Temecula Auto Mall. Rick Schoenfeld, owner of Kin World, has agreed with these terms. FISCAL IMPACT: Approval of this agreement will result in revenues of $15,000 per month to the Agency. ATTACHMENT: Proposed Lease Agreement S:[OGRADYJI2?500 JEFFERSONIAGENDA REPORT - LEASE AGREEMENT WITH K/A, 09-23-03. D0C 1 9/16/03 LEASE AGREEMENT by and between THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, as Lessor and MATTCOR ENTERPRISES LIMITED (dba "Kia World"), as Lessee D~ed ~ 2003 11087-0001\747471 v2.doc LEASE AGREEMENT This Lease Agreement ("Lease"), dated September ,2003 is made by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and the politic ("Lessor"), and MATTCOR ENTERPRISES LIMITED, a California corporation (dba Kia World) ("Lessee"), who agree as follows: 1. Premises. On and subject to the terms and conditions of this Lease, Lessor hereby leases to Lessee and Lessee leases from Lessor that certain real property, together with the fixtures and improvements located thereon, commonly known as 27500 Jefferson Road, Temecula, California and legally described on Exhibit 1 attached hereto and by this reference incorporated herein (the "Premises") 2. Term. 2.1 Initial Term. The term of this Lease shall be twenty-four (24) months, commencing on October 1, 2003; however, Lessee may terminate this Lease upon ninety (90) days' prior written notice to Lessor provided that (i) Lessee has entered into a legally binding and enforceable agreement reasonably acceptable to Lessor which enables Lessee to move to the Temecula Auto Mall; and (ii) Lessee has actually completed such move. 3. Rent. 3.1 Amount; Payment. Lessee shall pay to Lessor as rent for the Premises the sum of $15,000.00 per month, prorated for any partial calendar month at the beginning or end of the term of this Lease, commencing on the earlier of: (i) the date on which Lessee operates its business on the Premises, or (ii) October 20, 2003; provided that Lessee shall pay rent for the first full month during the term of this Lease i.(~., $ ! 5,000) upon its execution of this Lease. Rent shall thereafter be payable in advance, without any deduction or offset whatever, in lawful money of the United States, on the first day of each calendar month during the term of this Lease. All rent and other amounts payable by Lessee to Lessor under this Lease shall be paid to Lessor at its address set forth in Section 21 of this Lease or to such other persons or at such other places as Lessor may designate in writing. 3.2 Triple Net Lease. This Lease is what is commonly called a "net, net, net lease," or "triple net lease," it being understood that the Lessor shall receive the rent set forth in Section 3.1 free and clear of any and all impositions, taxes, liens, charges or expenses of any nature whatsoever in connection with the o~vnership and operation of the Premises. In addition to the rent reserved by Section 3.1, Lessee shall pay to the parties respectively entitled thereto all impositions, insurance premiums, operating charges, maintenance charges, construction costs, costs of improvements required by law or by changes in laws or by new laws, and any other charges, costs and expenses which arise or may be contemplated under provisions of this Lease during the term hereof. All such charges, costs and expenses shall constitute additional rent, and upon the failure of Lessee to pay any of such costs, charges or expenses, Lessor shall have the same rights and remedies as otherwise provided in this Lease for the failure of Lessee to pay rent. It is the intention of the parties hereto that this Lease shall not be terminable for any reason by the Lessee, and that Lessee shall in no event be entitled to any abatement of or reduction in l1087-0001\747471v2.doc -2- rent payable under this Lease, except as herein expressly provided. Any present or future law to the contrary shall not alter this agreement of the parties. 4. Security Deposit. Concurrently with its execution of this Lease, Lessee shall also deliver an additional sum of $15,000 to Lessor as a security deposit. Lessee and Lessor agree that Lessor shall hold such sum as security for faithful performance of Lessee's obligations hereunder. If Lessee fails to pay rent or other charges due hereunder, or otherwise defaults with respect to any provision of this Lease, Lessor may use, apply or retain all or any portion of said deposit for the payment of any rent or other charges in default or for the payment of any other sum to which Lessee may become obligated by reason of Lessee's default, o.r to compensate Lessor for any loss or damage which Lessor may suffer thereby. If Lessor so uses or applies all or any portion of said deposit, Lessee shall within ten (10) days after written demand therefor deposit cash with Lessor in an amount sufficient to restore said deposit to the full amount hereinabove stated. Lessor shall not be required to keep said deposit separate from its general accounts. If Lessee performs all of Lessee's obligations hereunder, said deposit, or so much thereof as has not theretofore been applied by Lessor, shall be returned, without payment of interest or other increment for its use, to Lessee at the expiration of the term hereof. No trust relationship is created between Lessor and Lessee with respect to said security deposit. 5. Acceptance. Lessee acknowledges that it is familiar with and knowledgeable regarding Lessor's title to the Premises and the condition of the Premises and every part thereof. Lessee accepts the Premises in their AS IS condition on the date the term of this Lease commences, subject to all applicable zoning, land use conditions and other matters and restrictions, whether or not of record, affecting the Premises and/or Lessor's title thereto. Lessor makes no representation, warranty or agreement of any kind or nature (express or implied) regarding the Premises, the condition of the Premises or any part thereof, or the suitability of the Premises for the use permitted hereunder or the conduct of Lessee's business thereon. 6. Use. 6.1 Permitted Use. Lessee shall use the Premises solely for the purpose of retail sales of new and used automobiles in compliance with applicable law, and Lessee shall not use or permit the Premises to be used for any other purpose. 6.2 Prohibited Uses. Lessee shall not do or permit to be done in or about the Premises anything that is illegal or unlawful or that is of a hazardous or dangerous nature.. Lessee shall not do or permit to be done in or about the Premises anything that will increase the rate of, or cause cancellation of, any insurance for the Premises. Lessee shall not cause, maintain or permit any nuisance in or about the Premises or commit any waste therein. 6.3 Compliance with Laws. Lessee shall, at Lessee's sole cost and expense, comply promptly with all applicable statutes, laws, ordinances, rules, regulations, orders, restrictions of record, and requirements in effect during the term of this Lease or any part of the term of this Lease regulating the Premises, the use by Lessee of the Premises, and/or the operation by Lessee of its business therein. l1087-0001\747471v2.doc -3- 7. Utilities. Lessee, at its own cost and expense, shall pay before delinquency for all water, gas, heat, electricity, garbage disposal, sewer charges, telephone, and any other utility or service charges relating to the Premises. Lessor shall have no liability to Lessee for any interruption in any such utilities or services and Lessee shall not be entitled to any abatement or reduction in rent due to any such interruption. 8. Taxes. 8.1 Real Property Taxes. Lessee shall pay, as provided in Section 8.2, all "Real Property Taxes" (as hereafter defined) which may be levied, assessed or imposed against or become a lien upon the Premises or any part thereof during the term of this Lease. The term "Real Property Taxes" as used in this Lease shall mean and include real estate taxes, assessments (special or otherwise) including impositions for the purpose of funding special assessment districts, water and sewer rent, rates and charges (including license fees), and all other taxes, governmental levies and charges of every kind and nature whatsoever (and whether or not the same presently exists or shall be enacted in the future), and any substitutes therefor, which may during the term of this Lease be levied, assessed, imposed, become a lien upon, or due and payable with respect to, out of or for: (a) the Premises or any part thereof, or the use, occupancy of possession thereof; (b) any interest of Lessor and/or Lessee (including any legal or equitable interest of Lessor or its mortgagee, if any) in the Premises or the Lease; (c) the rents receivable by Lessor, including gross receipt taxes, business taxes and business and occupation taxes; and (d) the ownership, leasing, operation, maintenance, alteration or repair of the Premises. 8.2 Payment. Lessee shall pay all Real Property Taxes directly to the appropriate taxing authority. Lessee shall pay all Real Property Taxes before delinquency and shall provide Lessor with evidence of such payment within ten (10) days after the making of such payment and also within ten (10) days following the written request of Lessor. In the event Lessor shall receive any bill respecting Real Property Taxes payable by Lessee under this Lease, Lessor shall deliver the same to Lessee at least fifteen (15) days prior to delinquency. Lessor's failure to so deliver any such bill to Lessee shall not relieve Lessee of its obligation to make the payments represented thereby, provided that Lessor and not Lessee shall be liable for any interest or penalties for late payment reasonably resulting from such failure. 8.3 Prorations. If this Lease shall terminate on any date other than the last day of a tax fiscal year, the amount payable by Lessee during the tax fiscal year in which such termination occurs shall be prorated on the basis which the number of days from the commencement of said tax fiscal year to and including said termination date bears to 365. A similar proration shall be made for the tax fiscal year in which the term commences. 8.4 Personal Property and Business Taxes. Lessee shall pay before delinquency any and all taxes levied, assessed or imposed upon Lessee's leasehold improvements, equipment, furniture, trade fixtures and any personal property located in, on or about the Premises. Lessee shall pay before delinquency any and all special taxes and assessments or license fees levied, assessed or imposed relating to the use of the Premises as permitted by this Lease and the conduct of Lessee's business on the Premises. 11087-0001 ~747471 v2.doc -4- 9. Maintenance and Repairs. 9.1 Lessee's Obligations. Lessee shall keep in good order, condition and repair, and in compliance with all laws (including, without limitation, new laws and changes in laws) the Premises and every part thereof, structural and nonstructural (whether or not such portion of the Premises requiring improvement, alteration or repair or the means of repairing the same are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises), including, without limitation, all plumbing, heating, air conditioning, ventilating, electrical, lighting facilities and equipment, fixtures, walls (interior and exterior), foundations, ceilings, roofs (interior and exterior), floors, windows, doors, plate glass and skylights located on the Premises, and all landscaping, driveways, parking lots, fences and signs located on the Premises and sidewalks and parkways adjacent to the Premises. 9.2 Lessor Nonresponsibilit¥. It is intended by the parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain (or make any alterations or improvements in, on or about) the Premises nor any part thereof nor the equipment therein, whether structural or nonstructural, all of which obligations are intended to be that of the Lessee under Sectiong. 1 hereof. Lessee expressly waives thebenefit of any statute now or hereafter in effect which would otherwise afford Lessee the right to make repairs at Lessor's expense or to terminate this Lease because of Lessor's failure to keep the Premises in good order, condition and repair. 9.3 Lessor's Rights. Without limiting any other right or remedy which Lessor may have under this Lease or at law or in equity, if Lessee fails to perform Lessee's obligations under this Article 9, Lessor may (but shall not be required to) enter upon the Premises and put the same in good order, condition and repair, and the cost thereof, together with interest thereon to the date of payment at the rate of ten pement (10%) per annum, shall immediately become due and payable as additional rent to Lessor. 9.4 Surrender. On the expiration of the term of this Lease, or on any sooner termination of the term of this Lease, Lessee shall surrender the Premises to Lessor in the same condition as when received, broom clean, ordinary wear and tear only accepted. Lessee shall repair any damage to the Premises occasioned by the removal of Lessee's trade fixtures, furnishings, equipment and other personal property pursuant to Section 10.3, which repair shall include the patching and filling of holes and repair of all structural damage. 10. Alterations. 10.1 Lessor's Consent Required. Lessee shall not make any alterations, improvements, additions or changes in, on or about the Premises without first obtaining Lessor's prior written consent in each instance, which Lessor may grant or withhold in its sole discretion. Lessor may require that Lessee remove any or all of such alterations, improvements, additions or changes at the expiration of the term of this Lease, and restore the Premises to their prior condition. Lessor may require Lessee to provide Lessor, at Lessee's sole cost and expense, a lien and completion bond in an amount equal to one and one-half times the estimated cost of such improvements, to insure Lessor against any liability for mechanic's and materialmen's liens and to insure 1 I087-0001\747471 v2.doc -5- completion of the work. Should Lessee make any alterations, improvements, additions or changes without the prior approval of Lessor when required, Lessor may require that Lessee remove any or all of the same. 10.2 Performance of Work. Any alterations, improvements, additions or changes in, on or about the Premises that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form, with proposed detailed plans. If Lessor shall, give its consent, the consent shall, in addition to any other conditions imposed by Lessor, be deemed conditioned upon Lessee acquiring all necessary permits and approvals from appropriate governmental agencies, the furnishing of a copy thereof to Lessor prior to the commencement of the work, and the compliance by Lessee with all conditions thereof in a prompt and expeditious manner. Lessee shall pay, when due, all claims for labor and materials furnished or alleged to have been furnished to or for Lessee at or for use in the Premises, which claims are or may be secured by any mechanic's or materialmen's liens against the Premises or any interest therein. Lessee shall give Lessor not less than ten (10) days written notice prior to the commencement or any work in the Premises, and Lessor shall have the right to post notices of nonresponsibility in, on or about the Premises as provided by law. If Lessee shall, in good faith, contest the validity of any such lien, claim or demand, then Lessee shall, at its sole cost and expense, defend itself and Lessor against the same and shall pay and satisfy any adverse judgment that may be rendered thereon before the enforcement thereof against the Lessor or the Promises, upon the condition that if Lessor shall require, Lessee shall furnish to Lessor a surety bond satisfactory to Lessor in an amount equal to one and one-quarter times the amount of such contested lien, claim or demand indemnifying Lessor against liability for the same and holding the Premises free from the effect of such lien or claim. In addition, Lessor may require Lessee to pay Lessor's attorneys' fees and costs in participating in such action if Lessor shall be required to do so. 10.3 Removal. Unless Lessor requires their removal, as set forth in Section 10.1, all alterations, improvements, additions and changes which may be made on the Premises shall become the property of Lessor and remain upon and be surrendered with the Premises at the expiration of the term of this Lease. Notwithstanding the provisions of this Section 10.3, Lessee's trade fixtures, equipment, furnishings and other personal property, other than that which is affixed to the Premises so that it cannot be removed without material damage to the Premises, shall remain the property of Lessee and may be removed by Lessee subject to the provisions of Section 9.4. 11. Insurance. 11.1 Fire and Extended Coverage Insurance. Throughout the term of this Lease, at Lessee's sole expense, Lessee shall keep in fome on the building and other improvements that are a part of the Premises a policy of fire and extended coverage insurance, with vandalism and malicious mischief endorsements, to the extent of at least one hundred percent (100%) of the full. replacement cost thereof, without deduction for depreciation. Such policy may be subject to a deductible not to exceed $20,000.00. The insurance policy shall be issued in the name of Lessor and at Lessor's option, shall name Lessor's lender, if any, as an additional insured. The proceeds from any such insurance shall be paid to Lessor who agrees, subject to the requirements 11087-0001\747471 v2.doc -6- of its lender, if any, to make the proceeds therefrom available for the restoration of any destruction to the Premises to the extent required by Section 13.1 of this Lease. 11.2 Liability Insurance. Throughout the term of this Lease, at Lessee's sole expense, Lessee shall keep in force a policy of combined single limit bodily injury and property damage insurance insuring Lessor and Lessee against any liability arising out of the ownership, use, occupancy or maintenance of the Premises. Such insurance shall be a combined single limit policy for personal and bodily injury and property damage in an amount of not less than Five Million Dollars ($5,000,000) per occurrence. Such policy may be subject to a deductible not to exceed $5,000.00. The policy shall insure performance by Lessee of the indemnity provisions of Section 12.1, but the limits of such insurance shall not limit the liability of Lessee under this Lease. 11.3 Waiver of Subrogation. To the extent permitted by law, Lessee and Lessor each hereby waive any and all rights of recovery against the other and against the officers, employees, agents and representatives of the other for loss of or damage to such waiving party or its property or the property of others under its control to the extent that such loss or damage is insured against under any insurance policy in force at the time of such loss or damage. Lessee shall, upon obtaining the policies of insurance required under this Lease, give written notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease. 11.4 General Requirements. All policies of insurance required under this Lease shall be with responsible companies admitted to do business in the State of California. Insurance required to be maintained by Lessee may be maintained in the form of so-called "blanket" policies insuring the Premises as well as other property owned or occupied by Lessee so long as Lessor, and at Lessor's option, Lessor's lender, if any, are named insureds and provided that the coverage required hereunder is not thereby diminished. As often as any such policy shall expire or terminate, renewal or additional policies shall be procured and maintained in like manner and to like extent. Lessee shall furnish to Lessor certificates of such insurance at the commencement of the term of this Lease and upon any renewal or replacement of such insurance. All policies of insurance must contain a provision that the company writing such policy will give Lessor thirty (30) days advance written notice of any cancellation or lapse of the effective date or any reduction in the amounts of insurance. In addition to any other rights which Lessor may have under this Lease or at law or in equity, if Lessee fails to purchase, renew or maintain any insurance policies required herein, Lessor shall have the right at its option to pumhase, at Lessee's sole expense, any such insurance and Lessee shall immediately pay the cost thereof, plus interest at the rate often percent (10%) per annum until the date paid, to the Lessor. All policies required hereunder shall be written as primary policies and not contributing with or in excess of any coverage which Lessor may carry. 12. Indemnity. 12.1 Lessee's Indemnity. Lessee shall indemnify and hold harmless Lessor, the City of Temecula, and their respective officials, officers, agents, representatives and employees, from and against any and all claims, actions, liabilities, losses, costs and expenses, arising from Lessee's use of the Premises or from the conduct of Lessee's business or from any activity, work or things done, permitted or suffered by Lessee in or about the Premises, or from Lessee's failure 11087-0001\747471 v2.doc -7- to vacate and surrender the Premises upon the expiration or earlier termination of this Lease by Lessor (including, without limitation, all consequential damages), and shall further indemnity and hold harmless Lessor, the City of Temecula, and their respective officials, officers, agents, representatives and employees, from any against any and all claims, actions, losses, liabilities, costs and expenses arising from any negligence of the Lessee, or any of the Lessee's agents, contractors, representatives or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in defense of any such claim or any action or proceeding brought therein; provided, however, that the foregoing indemnity shall not extend to any claims, actions, liabilities, losses, costs and expenses to the extent directly arising from the negligent or willful acts or omissions of Lessor, the City of Temecula, or their respective officials, officers, agents, representatives, or employees. In case any action or proceeding be brought by reason of any matter for which indemnification is provided hereunder, Lessee, at Lessor's option and upon notice from Lessor, shall defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor. 12.2 Hazardous Materials Indemnity. Throughout the term of this Lease, Lessee shall be responsible, at Lessee's sole expense, for compliance with all applicable laws, regulations, codes and ordinances--concerning "Hazardous Materials" (as hereinafter defined). Lessee hereby agrees to indemnify arid hold harmless Lessor, the City of Temecula, and their respective officials, officers, representatives, employees and agents, from and against any and all claims, actions, losses, liabilities, judgments, costs and expenses (including, without limitation, attorneys' fees and all foreseeable and unforeseeable consequential damages), directly or indirectly arising out of or connected with (a) the use, generation, storage, disposal, release or threatened release of "Hazardous Materials" in, on, under or about the Premises by Lessee or any other person, or the presence or use of fuel tanks located in, on, under or about the Premises, and (b) any required or necessary repair, cleanup or detoxification and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the commencement date of the term of this Lease, to the full extent that such action is attributable, directly or indirectly, to the presence, use, generation, storage, disposal, release or threatened release of "Hazardous Materials" in, on, under or about the Premises or the presence or use of fuel tanks located in, on, under or about the Premises. As used herein, "Hazardous Materials" means any flammable explosives, radioactive materials, asbestos, PCB's, hazardous waste, toxic substances or related materials, including, without limitation, substances defined as "hazardous substances," hazardous materials," or "toxic substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 USC Section 9601, et seq., the Hazardous Materials Transportation Act, 49 USC Section 1801, et seq., the Resource Conservation and Recovery Act, 42 USC Section 6901, et seq., any other present or future federal, state or local law applicable to the Premises, and the rules and regulations adopted or promulgated under or pursuant to any of the foregoing laws. 12.3 Non-Liability of Lessor. Lessee hereby agrees that Lessor shall not be liable for injury to Lessee's business or any loss of income therefrom, or for any damage to the goods, wares, merchandise or other property of Lessee, Lessee's employees, invitees, customers, or any other person in or about the Premises, nor shall Lessor be liable for injury to the person of Lessee, Lessee's employees, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, lea)cage, obstruction or other defects of pipes, sprinklers, wires, 11087-0001\747471v2.doc -8- appliances, plumbing, air conditioning or lighting fixtures, or from other similar cause, whether said damage or injury results from conditions arising upon the Premises or from other sources or places, and regardless of whether the cause of such damage or injury or the means of repairing same is inaccessible to Lessee. 13. Damage and Destruction. 13.1 Partial Damage or Destruction. If the Premises or any part thereof are damaged or destroyed from any cause whatsoever, whether or not such damage or destruction is covered by any insurance required to be maintained under this Lease, and if Lessor determines, in its reasonable judgment, that such damage or destruction can be repaired within sixty (60) days following the date of such damage or destruction, Lessee shall, at its sole cost and expense, repair, restore and rebuild the Promises to its condition existing immediately prior to such damage or destruction and this Lease shall remain in full force and effect. Such repair, restoration and rebuilding shall be promptly commenced after such damage or destruction has occurred arid shall be diligently pursued to completion. To the extent that such damage or destruction is covered by insurance required to be maintained under this Lease, Lessor shall make the proceeds of such insurance available to Lessee to be used in connection with such repair, restoration and rebuilding. 13.2 Total Damage or Destruction. If the Premises or any part thereof are damaged or destroyed from any cause whatsoever, whether or not such damage or destruction is covered by any insurance required to be maintained under this Lease, and if Lessor shall, in Lessor's reasonable judgment, determine that such damage or destruction cannot be repaired within sixty (60) days following the date of such damage or destruction, then this Lease shall, upon written notice from Lessor, terminate as of the date of such damage or destruction. In such event, Lessor shall be entitled to receive and retain all proceeds payable with respect to such damage or destruction under policies of insurance required to be maintained under this Lease. 13.3 Damage or Destruction During Last Sixty Days of Term. If the Premises or any part thereof are damaged or destroyed from any cause whatsoever during the last sixty (60) days of the term of this Lease, whether or not such damage or destruction is covered by any insurance required to be maintained under this Lease, and if Lessor shall, determine that such damage or destruction cannot be repaired within ten (10) days following the date of such damage or destruction, then this Lease shall automatically terminate as of the date of such damage or destruction. In such event, Lessor shall be entitled to receive and retain all proceeds payable with respect to such damage or destruction under policies of insurance required to be maintained under this Lease. 14. Eminent Domain. 14.1 Termination. If all or any portion of the Premises shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain (or similar law authorizing the involuntary taking of private property, which shall include a sale in lieu thereof to a public body), this Lease shall terminate effective as of the date possession is taken by said authority. l1087-0001\747471v2.doc -9- 14.2 Award. Lessor shall be entitled to any and all income, rent, award, and any interest thereon whatsoever which may be paid or made in connection with any such taking or appropriation; provided, however, that nothing herein contained shall be deemed to deny to Lessee its fight to claim from the condemning authority compensation or damages for its trade fixtures, personal property or relocation expenses. 15. Assignment and Subletting. Lessee shall not voluntarily, involuntarily, or by operation of law, assign, transfer, hypothecate, or otherwise encumber this Lease or Lessee's interest therein or sublet the Premises or any part thereof or permit the use or occupancy thereof by any third person, it being the understanding and agreement of Lessor and Lessee that this Lease and Lessee's interest therein is not assignable by Lessee, in whole or in part, and that the Premises may not be sublet, used or possessed, in whole or in part, at any time by any person other than Lessee. 16. Rights Reserved by Lessor. Upon reasonable prior notice, Lessee shall permit Lessor or its agents to enter the Premises at any time for the purpose of: (a) inspection of the Premises; (b) showing the Premises to persons wishing to purchase or make a mortgage loan upon the same; or (c) posting "For Lease" signs and showing the Premises to persons wishing to purchase or rent the Premises. No exercise by Lessor of any rights herein reserved shall entitle Lessee to any damage for any injury or inconvenience occasioned thereby nor to any abatement of rent. 17. Lessor Default. If Lessor shall be in default of any covenant of this Lease to be performed by it, Lessee, prior to exercising any right or remedy it may have against Lessor on account thereof, shall give Lessor a thirty (30) day written notice of such default, specifying the nature of such default. Notwithstanding anything to the contrary elsewhere in this Lease, Lessee agrees that if the default specified in said notice is of such nature that it can be cured by Lessor, but cannot with reasonable diligence be cured within said thirty (30) day period, then Lessor shall not be deemed to be in default so long as Lessor within said thirty (30) day period shall have commenced the curing thereof and shall continue thereafter to diligently cause such curing to proceed to completion. 18. Lessee Default and Lessor Remedies. 18.1 Lessee Default. The occurrence of any of the following shall constitute a default of this Lease by Lessee: (a) The failure by Lessee to pay when due any of the rent or any other payment required to be paid by Lessee hereunder, as and when due, where such failure continues for three (3) days after written notice from Lessor; or (b) The failure by Lessee to observe and perform any of the provisions of Article 11 of this Lease to be observed or performed by Lessee; or (c) The failure by Lessee to observe and perform any other provision of this Lease to be observed or performed by Lessee, where such failure continues for ten (10) days after written notice thereof from Lessor; provided, that if the nature of such default is such that the same cannot reasonably, be cured within said period, Lessee shall not be deemed to be in l1087-0001\747471v2.doc -10- default if it shall within said period commence such curing and thereafter diligently prosecutes the same to completion within thirty (30) days after the notice; or (d) Abandonment or vacation of the Premises; or (e) The inability of Lessee to generally pay its obligations when due, an assignment for the benefit of Lessee's creditors, the attachment of any material asset of Lessee which is not bonded against or released within fifteen (15) days of attachment, Lessee's filing of a petition for relief under the Bankruptcy Code or any similar statute, or the failure of Lessee to cause to be dismissed any petition of involuntary bankruptcy filed against Lessee within sixty (60) days after filing; or (f) Lessee's failure to discharge or stay enforcement of any judgment against Lessee within thirty (30) days after entry thereof. 18.2 Lessor's Remedies. In the event of any default as aforesaid by Lessee, then in addition to any and all other rights and remedies available to Lessor at law or in equity, Lessor shall have the right to immediately terminate this Lease and all rights of Lessee hereunder by giving written notice to Lessee of its election to do so. If Lessor shall elect to terminate this Lease, this it may recover from Lessees (a) The worth at the time of the award of the unpaid rent payable hereunder which had been earned at the date of such termination; plus (b) The worth at the time of the award of the amount by which the unpaid rent which would have been earned after termination and until the time of the award exceeds the amount of such rental loss which Lessee proves could have been reasonably avoided; plus (c) The worth at the time of the award of the amount by which the unpaid rent for the balance of the term after the time of the award exceeds the amount of such rental loss which Lessee proves could be reasonably avoided; plus (d) Any other amounts necessary to compensate Lessor for all detriment proximately caused by Lessee's failure to perform its obligations hereunder (including reasonable attorneys' and accountants' fees, costs of repair and refurbishment, costs of recovering possession, costs of new tenant improvements and leasing commission. As used in subparagraphs (a) and (b) above, the "worth at the time of the award" is computed by allowing interest at the rate often pement (10%) per annum. As used in subparagraph (c) above, the "worth at the time of the award" is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%). 18.3 Right to Relet. In the event of any default as aforesaid by Lessee, Lessor shall also have the right, with such notice as required by law, with or without terminating this Lease, to re-enter the Premises and remove all property and persons therefrom, and any such property may be removed and stored in a public warehouse or elsewhere at the cost and for the account of Lessee. If Lessor shall elect to re--enter as above provided or shall take possession of said 11087-0001\747471v2.doc - 1 l- Premises pursuant to legal proceedings or pursuant to any notice provided by law, and if Lessor has not elected to terminate this Lease, Lessor may either recover all rental as it becomes due or relet the Premises or any part or parts thereof for such term or terms and upon such provisions as Lessor, in its reasonable judgment, may deem advisable and shall have the right to make repairs to and alterations of the Premises. If Lessor shall elect to relet as aforesaid, then rental received by Landlord therefrom shall be applied as follows: (a) to the payment of all costs and expenses incurred by Lessor in connection with such reletting; (b) to the payment of the cost of any alterations of and repairs to the Premises reasonably necessary to place the Premises in a condition to be rented; and (c) to the payment of rent due and unpaid hereunder and the residue, if any, shall be held by Lessor and applied in payment of future rent as the same may become due and payable hereunder and to any damages which Lessor is otherwise entitled to under this Lease. Should that portion of such rental received from such reletting during any month, which is applied to the payment of rent hereunder, be less than the rent payable hereunder during that month by Lessee, then Lessee shall pay such deficiency to Lessor forthwith upon demand, and said deficiency shall be calculated and paid monthly. No re-entry or taking possession of the Premises by Lessor under this Article shall be construed as an election to terminate this Lease unless a written notice of such intention is given to Lessee or unless the termination thereof be adjudged by a court of competent jurisdiction. Notwithstanding any reletting without termination by Lessor because of Lessee's default, Lessor may at any time after such reletting elect to terminate this Lease because of such default. 19. Priority of Lease and Estoppel Certificates. 19.1 Subordination. At Lessor's election, this Lease shall be subordinate to any and all trust deeds, mortgages, or other security instruments, ground leases, or leaseback financing arrangements now existing or which may hereafter be executed covering the Premises and/or the land underlying the same, and for the full amount of all advances made or to be made thereunder together with interest thereon, and subject to all the provisions, modifications and replacements thereof, all without the necessity of having further instruments executed by Lessee to effectuate the same. Lessee agrees to execute, acknowledge and deliver upon written request by Lessor any and all documents or instruments which are or may be reasonably necessary or proper to more fully and certainly assure the subordination of this Lease to any such trust deeds, mortgages or other security instruments, ground leases, or leasebacks. 19.2 Estoppel Certificates. Lessee, within ten (10) days following written notice from Lessor, shall execute and deliver to Lessor a certificate stating that this Lease is unmodified and in full force and effect, or in full force and effect as modified, and stating the modifications. The certificate shall also state the amount of rent, the dates to which such rent has been paid in advance, if any, and acknowledge that there are not any uncured defaults on the part of Lessor or specifying such defaults if any are claimed, and shall state such other matters concerning this Lease and the Premises as are reasonably requested. 11087-0001 \747471 v2.doc - 12- 20. Holding Over. Lessee shall have absolutely no fight to hold-over after the termination of this Lease. 21. Notices. Wherever in this Lease it shall be required or permitted that notice, approval, advice, consent or demand be given or served by either party to this Lease to or en the other, the same shall be given or served and shall not be deemed to have been duly given or served unless in writing and personally delivered or forwarded by certified or registered mail, return receipt requested, postage prepaid addressed to the address of the parties as specified below. Notice shall be deemed given upon personal delivery or three (3) days (exclusive of Saturdays, Sundays and legal holidays) after mailing as aforesaid. Either party may change such address by written notice given as aforesaid. Each party's initial notice address is: If to Lessee: (a) Prior to October 20, 2003: Mattcor Enterprises Limited (dba "Kia World") 24700 Madison Avenue Murrieta, California 92560 Attn: Rick Schoenfeld (b) On or after October 20, 2003: To the Premises, Atto: Rick Schoenfeld If to Lessor: Executive Director Redevelopment Agency for the City of Temecula 43174 Business Park Drive Temecula, California 92590 22. Attorneys' Fees. Should either party hereto institute any action or proceeding in court to enfome any provision hereof or for damages or for declaratory or ether relief hereunder, the prevailing party shall be entitled to receive from the losing party, in addition to court costs, such amount as the court may adjudge to be reasonable as attorneys' fees for services rendered to said prevailing party, and said amount may be made a paxt of the judgment against the losing party. 23. Miscellaneous. 23.1 Validity. If any provision of this Lease shall be determined to be void or voidable by any court of competent jurisdiction, such determination shall not affect any other provision of this Lease and all such other provisions shall remain in effect. It is the intention of the parties hereto that if any provision of this Lease is capable of two constructions, one of which would render the provision void or voidable, the provision shall have the meaning which renders it valid. 23.2 Entire Agreement. The entire agreement between the parties hereto respecting the leasing of the Premises is set forth in this Lease, and any agreement hereafter made shall be 11087-0001 \747471 v2.doc - 13 - ineffective to change, modify, alter or discharge it in whole or in part unless such agreement is in writing and signed by both said parties. All negotiations and oral agreements acceptable to both parties hereto respecting the leasing of the Premises have been merged into and are included in this Lease. 23.3 Construction. The laws of the State of California shall govern the validity, performance and enfomement of this Lease. This Lease has been negotiated by Lessor and Lessee and this Lease shall not be construed either for or against Lessor or Lessee as the drafter hereof, but its construction shall be at all times in accord with the general tenor of the language so as to reach a fair and equitable result. 23.4 Waiver. A waiver of any breach or default shall not be a waiver of any other breach or default. Lessor's consent to or approval of any act by Lessee requiring Lessor's consent or approval shall not be deemed to waive or render unnecessary Lessor's consent to or approval of any subsequent similar act by Lessee. 23.5 Brokers. Each party represents th, at it has not had any dealings with any real estate broker, finder, or other person, with respect to this Lease in any manner. Each party shall hold harmless the other party from all damages resulting from any claims that may be asserted against the other party by any broker, finder, or other person, with whom the other party has or purportedly has dealt. 23.6 Time. Time is of the essence with respect to the performance of each of the covenants and agreements of this Lease. 23.7 Successors. Each and all of the provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective personal representatives, successors and assigns, subject at all times to all provisions and restrictions elsewhere in this Lease regarding assignment, transfer, encumbering or subletting by Lessee of all or any part of the Premises or Lessee's interest in this Lease. 23.8 Captions. The captions and table of contents shown on this Lease are for convenience of reference only and shall not, in any manner, be utilized to construe the scope or the intent of any provisions thereof. 23.9 Gender. Unless some other meaning and intent are apparent from the context, the plural shall include the singular and vice versa. Masculine, feminine and neuter words shall be interchangeable. 23.10 Nondiscrimination. Lessee covenants by and for itself, its heirs, executors, administrators, successors and assigns, and all persons claiming under or through them, that this Lease is made and accepted upon and subject to the following conditions: There shall be no discrimination against or segregation of, any person or group of persons on account of sex, race, age, religion, handicap, marital status, color, creed, ancestry or national origin in the leasing, subleasing, transferring, use, or enjoyment of the Premises herein leased, nor shall Lessee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of employees, tenants, lessees, subtenants, sublessees or vendees in the Premises herein leased. 11087-0001 \747471 v2.doc - 14- 23.11 Survival of Rights. All rights and remedies of Lessor under this Lease, including, without limitation, rights to indemnification, shall survive the expiration or earlier termination of the term of this Lease. 23.12 Recordation. Lessee shall not record this Lease or any memorandum of this Lease. 23.13 Condition Precedent. This Lease will not become effective unless and until it has been duly authorized by the Lessor. 1N WITNESS WHEREOF, the parties hereto have executed this Lease by their respective duly authorized officers, agents or representatives on the date first above written. MATTCOR ENTERPRISES LIMITED (dba "Kia World"), a California corporation By: Name: Title: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By Ron Roberts, Chairperson Attest: By Susan Jones, Secretary Approved as to Form: By Bruce Galloway of Richards, Watson & Gershon, Counsel to Lessor 11087-0001 \747471 v2.doc - 15 - EXHIBIT "A" (LEGAL DESCRIPTION) Parcel 3, as shown by parcel map 7913, on file in Book 35 Pages 63 and 64 of parcel maps, records of Riverside County, California. l1087-0001\747471v2.doc A-1 ITEM 3 APPROVAL CITY ATTORNEY FINANCE OFFICER CITY MANAGER TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT DATE: TO: FROM: SUBJECT: September 23, 2003 Executive Director/Agency Members John Meyer, Redevelopment Director (~"'~- ' Second Amendment to the Exclusive Negotiating Agreement with AGK Group LLC. RECOMMENDATION: That the Redevelopment Agency Board approve the Second Amendment to the Exclusive Negotiating Agreement between Agency and AGK Group LLC. BACKGROUND: On June 25, 2002, the .Agency entered into an Exclusive Negotiating Agreement with AGK Group LLC to explore the development of a mixed-use project that would include college facilities, affordable housing and retail/office space. Mr. Kading has made significant progress towards this end. On February 25, 2003, t he Agency Board extended t he E NAt o September 26, 2003. DISCUSSION: Mr. Kading has worked diligently to meet the commitments set forth in the ENA. A preferred site plan and phasing plan have been developed. M r. Kading has spent significant resources in developing the site plan, cost estimates and environmental impact report. Staff is working with our Attorney's Office and KMA, the Agency's independent fiscal consultant, to finalize the project deal points and Disposition and Development Agreement (DDA). Although it is premature to discuss the deal points at this time, staff will provide a brief status report the night of the meeting. Mr. Kading continues to work with the three academic partners, Mount San Jacinto Community College (Mount San Jacinto), California State University San Marcos (CSUSM) and University of California, Riverside (UCR) to finalize the campus lease arrangements. He is also exploring additional private universities and other educational opportunities. Per the requirements of the California Environmental Quality Act (CEQA), the Agency must complete an environmental review of the project prior to adopting the DDA. A focused EIR is being prepared for the project. Staff anticipates the Draft Environmental Impact Report will be circulated for its 45-day public review within a few weeks. In order to comply with the mandatory CEQA timelines, staff is recommending Mr. Kading be given another three months to complete the environmental review. R:\Educationcomplex\ENA 2nd Amendment Staff Report.doc FISCAL IMPACT: The Agency's Low Mod Fund has a nearly $4 million basis in the subject property. The extension of the ENA time period will result in no fiscal impact to the Agency. Attachments: Second Amendment Site Plan R:~Educationcomplex\ENA 2nd Amendment Staff Report.doc SECOND AMENDMENT TO EXCLUSIVE NEGOTIATING AGREEMENT SECOND AMENDMENT TO AGREEMENT BETWEEN REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND AGK GROUP LLC THIS SECOND AMENDMENT is made and entered into as of September 23, 2003 by and between the Redevelopment Agency of the City of Temecula, a municipal corporation ("Agency") and AGK Group LLC ("Developer"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with respect to the following facts and purposes: a. On June 25, 2002 the Agency and Developer entered into that certain agreement entitled "Exclusive Negotiating Agreement" ("Agreement"). b. Pursuant to Section 8 of the Agreement, the Executive Director extended the Agreement 90 days to March 26, 2003. c. On February 25, 2003, the Agency extended the Exclusive Negotiating Agreement to September 26, 2003. d. The Developer has made significant progress and spent significant resoumes towards completing the terms of the Agreement. 2. The Agreement is hereby extended three (3) months to December 26, 2003. R:~EDUCATIONCOMPLEX~ENA SECOND AMENDMENT~DOC 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA BY: Ronald E. Roberts, Chairperson ATTEST: BY: Susan W. Jones, CMC City Clerk Approved As to Form: BY: Peter M Thorson, City Attorney DEVELOPER BY: AGK Group LLC 35411 Paseo Viento Capistrano Beach, CA 92624 NAME: TITLE: BY: NAME: F2 IEDUCATIONCOMPLEXIENA SECOND AMENDMEN~DOC TITLE: 2 X Z RDA DEPARTMENTAL REPORT APPROVAL CITY ATTORNEY FINANCE DIRECTOR CITY MANAGER TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: FROM: DATE: SUBJECT: Executive Director/Redevelopment Agency Members Meyer, Redevelopment Director ~ John September 23, 2003 Monthly Departmental Report Attached for your information is the monthly report as of September 23, 2003 for the Redevelopment Department. First Time Homebuyers Pro.qram Funding in the amount of $100,000 is available for FY 03 -04, with $24,000 funded to date. Residential Improvement Pro.qrams The program budget for FY 03/04 is $250,000, with $12,800 funded on 5 units. Affordable Housing The Cottages of Old Town project consists of 14 new single-family detached homes and 3 rehabilitated single-family homes located on Sixth Street. The Groundbreaking ceremony was held on February 18, 2003. Construction has begun and the project will be completed by the end of the year. The selection process for the families was held on August 20. Habitat for Humanity Council entered in to a Disposition and Development Agreement (DDA) with Habitat for Humanity on February 11, 2003 to develop a home-ownership project within the Pujol Neighborhood. The project located on the northwest corner of Pujol and First Streets, will consist of 6 new single-family detached homes. The total project site is approximately 37,000 square feet with approximate lot sizes of 5,000. The houses are arranged along Pujol Street and a private lane. The groundbreaking was held on July 26, 2003. R:\SYERSK'~VlONTH LLY\sep2003.doc 1 Rancho Meadows Condominiums The Council approved a housing rehabilitation loan for the Rancho Meadows Housing Project on February 11, 2003. Rancho Meadows is a 146-unit condominium project composed of two, three and four bedroom units. The proposed rehabilitation work includes roofing, siding, painting, fencing, paving, garage doors and related items. Senior Housing Council entered into a Disposition and Development Agreement (DDA) on January 14, 2003 with Community for Better Housing (CBH) for a 66 unit affordable senior housing project on Pujol Street. The project will be two-story garden-style apartments and project amenities, which will include a community room, and swimming pool. Construction has begun and will be completed by early 2004. Old Town Community Theater The construction drawings have been completed and the project is being prepared to go out to bid. The Mercantile Building Retrofit The earthquake retrofit has been completed. The replacement of the exterior brick mortar and the foundation work has been completed and the steel braces have been installed. The final phase will be completed during the construction of the Old Town Community Theater. Bail¥'s Restaurant Council entered into a Disposition and Development Agreement (DDA) with Chris and Kim Baily on March 25, 2003 to develop a restaurant on the property located at Old Town Front and 2nd Street. The building will consist of casual and patio dining on the first floor with a fine dining restaurant on the second floor. Facade ImprovementJNon-Conforming Sign Program The following facade improvement/sign projects are in process or have recently been completed: · Hitching Post Sign Program · Penfold Building Sign Program - Completed · Homes Magazine Sign Program · Butterfield Inn - Now Rodeway Inn Sign Program - Completed R:\SYERSK'dVIONTH LLY~sep2003.doc 2 Old Town Promotions/Marketinq · Friday Summer Nights Friday Hot Summer Nights concluded in Old Town on August 22. The weekend featured two western bands, games for the kids, pony rides, rock wall climbing and Dynamite Dave. Beginning at 6 p.m., the Lost Canyon Rangers took listeners back to the days of Roy Rogers, Gene Autry and Hopalong Cassidy with their old western selection of tunes. A popular band at the Santa Clarita Cowboy Poetry and Western Music Festival, the Rangers are dedicated to preserving the way of the old west through their music. Members Skeeter Mann on guitar, lead vocals and banjo, Rev Lee Poepping on guitar, vocalist Julie Delaney and Buffalo Bryan Marr on bass fiddle blended their love of the west to life with a large repertoire of songs. The Lost Canyon Rangers played at the Country Porch stage at the corner of 3rd and Front Streets. The Older than Dirt Gang performed at Wild Cactus from 6 p.m. to 9 p.m. An eight-piece band of unique instruments and seasoned musicians, Older Than Dirt offers western and bluegrass tunes, with a flare. Some of the more unusual instruments include a "Gut Bucket" and "washboard" in the rhythm section. Also performing were the Grapestompers Square Dance Club from 6:30 p.m. to about 8:30 p.m. in front of Calico Coffee on Front Street. Caller and instructor Jim Johnston led the group. The Grapestompers offer beginners classes at 6:45 p.m. every Monday night at the Temecula Community Recreation Center. During the month of September classes are free and families are welcome. Teens and children need to be accompanied with an adult. For more information call (909) 301-8559 or (909) 677-3211. The Temecula Murrieta Soccer Club hosted a midway of carnival games for the kids including ping-pong ball toss, rubber ducky water shoot and the penny toss. The Fuzzy Elephant offered free face painting. Dynamite Dave will also created his balloon sensations from 6 p.m. to 9 p.m. Beaded jewelry demonstrations could be seen at the Rocky Mountain House one-half block south of Main on Front Street. Sponsored in part by, the Froggy 92.9 FM, The Country Porch, and Temecula Wine and Beer Gardens, Hot Summer Nights has offered families free entertainment for the past seven weeks. Over the next several months, the Agency will also be hosting several special events in Old Town Temecula. These events would include Howl-O-ween in Old Town on October 25 and 26. The weekend will feature a costume contest, pumpkin decorating contest, as well as friendly Trick or Treating with the participating merchants in Old Town. Other activities include Face Painting, Juggling Zombies and Dynamite Dave. In addition, the Agency will be hosting Erie Stanley Gardner Mystery Weekend November 1 and 2 and Christmas in Old Town beginning November 2 through December 21. R:\SYE RSKffvlO NTH LLY~sep2003.doc 3 TEMECULA PUBLIC FINANCING AUTHORITY ITEM 1 MINUTES OF A REGULAR MEETING OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUGUST 26, 2003 A regular meeting of the City of Temecula Public Financing Authority was called to order at 9:17 P.M., in the City Council Chambers, 43200 Business Park Drive, Temecula. ROLL CALL PRESENT: 4 AGENCY MEMBERS: Comerchero, Naggar, Pratt, and Stone ABSENT: 1 AGENCY MEMBER: Roberts Also present were Executive Director Nelson, City Attorney Thorson, and Deputy City Clerk Ballreich. PUBLIC COMMENTS No input. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes of July 22, 2003. MOTION: Agency Member Comerchero moved to approve Consent Calendar Item No. 1. The motion was seconded by Agency Member Naggar and voice vote reflected approval with the exception of Agency Member Roberts who was absent. PUBLIC HEARING 2 Formation of Community Facilities District - Wolf Creek No. 03-03 (Continued from July 22, 2003) RECOMMENDATION: 2.1 Continue the public hearing to September 23, 2003. MOTION: Authority Member Comerchero moved to approve the staff recommendation. The motion was seconded by Authority Member Naggar and voice vote reflected approval with the exception of Authority Member Roberts who was absent. R:minutes.tpfa\072203 1 EXECUTIVE DIRECTOR'S REPORT No comment. BOARD OF DIRECTORS' REPORTS No comments. ADJOURNMENT At 9:18 P.M., the Temecula Public Financing Authority meeting was formally adjourned. ATTEST: Jeffrey E. Stone, Chairman Susan W. Jones, CMC City Clerk/Agency Secretary [SEAL] R:min utes.tpfa\072203 2 ITEM 2 ApProvaL CITY ATTORNEY ,~.~; v~' DIR.OF FINANCE ,~ CITY MANAGER /~J~ TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT Temecula Public Financing Authority Executive Director Shawn Nelson September 23, 2003 Public Hearings Regarding Formation of Community Facilities Distdct No. 03-03 (Wolf Creek) RECOMMENDATION: entitled: That the Temecula Public Financing Authority adopt the resolution RESOLUTION NO. TPFA 03-__ A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY MAKING FINDINGS OF COMPLEXITY OF PROPOSED COMMUNITY FACILITIES DISTRICT NO. 03-03 (VVOLF CREEK) BACKGROUND: The owners of the property in the proposed Wolf Creek subdivision have requested that the Authority form a community facilities district (the "CFD") to assist in the funding of various public improvements, the provision of certain services and the elimination of certain special assessment liens, all in connection with the development of land in the proposed development. The CFD will only include land owned by the petitioning landowners. On July 22, 2003, the Authority adopted two resolutions related to the formation of the CFD (the "Resolutions of Intention"), expressing the intent of the Board of Directors of the Authority to establish the CFD and for the CFD to incur bonded indebtedness to finance various public infrastructure improvements necessitated by development to occur in the CFD, and to eliminate the special assessment lien on property in the proposed CFD. The Resolutions of Intention called for public hearings regarding the CFD to occur on August 26, 2003. Some of the improvements proposed to be financed by the CFD include certain drainage facilities to be owned by the Riverside County Flood Control and Water Conservation District (the "RCFCD"), and the California Govemment Code requires that the Authority enter into a joint community facilities agreement (the "JCFA") with the RCFCD prior to the formation of the CFD. Riverside County Counsel has prepared a draft of the JCFA, but because negotiations to finalize the JCFA have not yet been concluded, the public hearings to be held on August 26th were continued to September 23rd. Additional negotiations are still taking place, so City Staff and consultants have recommended that the public hearings be further continued to October 14th, at which time it is expected that the 1 drafting of the JCFA will have been completed, so that it can be executed by the parties to the JCFA prior to the formation of the CFD. Section 53325 of the California Govemment Code requires that the public hearings regarding the CFD be concluded within 30 days, unless the Board determines that the complexity of the CFD or the need for public participation requires additional time, in which event the public headngs can be continued for up to six months. The Resolution before the Board makes the necessary findings so that the public hearings need not be concluded within 30 days of August 26th, and can be continued to October 28th (and further continued, if necessary) to allow the JCFA to be completed prior to the conclusion of the public hearings. The landowners in the proposed CFD have agreed to pay all City and Authority costs related to the proposed CFD formation and bond issue, and have submitted a depositJreimbursement agreement with respect thereto. The bonds will be payable solely from special taxes levied on land in the CFD. SPECIFIC ACTIONS: That the Board adopt the proposed Resolution which makes a finding that the CFD is complex and that additional time is needed for the public hearings called pursuant to the Resolutions of Intention. The Resolution further provides that the public headngs be continued from September 23~d to October 28th. FISCAL IMPACT: The landowners in the proposed CFD have agreed to pay all out of pocket expenses incurred relative to the proposed CFD and the related bond financing. Costs of issuance of the proposed bond issue will be paid from the proceeds of the bonds to be issued by the Authority. All annual costs of administering the bonds issued will be paid by special taxes levied on the properties in the CFD. The bonds will not be obligations of the City, but will be limited obligations of the Authority, payable solely from special taxes levied on land in the CFD. ATTACHMENT: Resolution RESOLUTION NO. TPFA 03-__ A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY MAKING FINDINGS OF COMPLEXITY OF PROPOSED COMMUNITY FACILITIES DISTRICT NO. 03-03 (WOLF CREEK) WHEREAS, on July 22, 2003 this Board of Directors (the "Board") of the Temecula Public Financing Authority (the "Authority") adopted a Resolution entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority Declaring Its Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes Therein - Wolf Creek 03-03," and a Resolution entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority Declaring Its Intention to Incur Bonded Indebtedness of the Proposed Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek)" (collectively, the "Resolutions of Intention"), declaring its intention to form a community facilities district to be known as the "Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek)" (the "District") under the provisions of the Mello-Roos Community Facilities Act of 1982, constituting Section 53311 et seq. of the California Government Code (the "Law"), and to incur bonded indebtedness of the District to finance various public improvements; and WHEREAS, the Resolutions of Intention called for public hearings to be held on the formation of the District and the issuance of bonds of the Authority for the District on August 26, 2003; and WHEREAS, notice of the public hearings was published more than seven days prior to the scheduled date for the hearings as required by the Law, and the public hearings were opened by this Board on August 26, 2003 and continued to September 23, 2003 to allow for more time for the drafting and execution of a Joint Community Facilities Agreement (the "JCFA") among the Riverside County Flood Control and Water Conservation District (the "RCFCD"), the City of Temecula, the Authority and a property owner in the District; and WHEREAS, the terms of the JCFA are still being negotiated among the parties interested in the formation of the District, such that additional time is needed to complete the JCFA; and WHEREAS, Section 53325 of the Law requires that the public hearings be completed within 30 days unless this Board finds that the complexity of the proposed District or the need for public participation requires additional time, in which event the public hearings may be continued from time to time for a period not to exceed six months, and this Board now desires to make such findings. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Temecula Public Financing Authority that the complexity of the proposed District requires additional time, such that the public hearings called pursuant to the Resolutions of Intention may be continued by this Board from time to time as it considers necessary in the circumstances, not to exceed six months from August 26, 2003. The Board hereby continues the public hearings to October 14, 2003, at which time the Board will hold and conclude the public hearings or, if it determines that a further continuance is appropriate in the circumstances, will continue the public hearings to a date to be specified by the Board. PASSED, APPROVED AND ADOPTED, by the Board of Directors of the Temecula Public Financing Authority at a meeting held on the 23rd day of September, 2003. ATTEST: Jeffrey E. Stone, Chairperson Susan W. Jones, CMC City Clerk/Authority Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan Jones, Secretary of the Temecula Public Financing Authority, HEREBY DO CERTIFY that the foregoing Resolution No. TPFA 03- was duly adopted at a special meeting of the Board of Directors of the Temecula Public Financing Authority on the 23rd day of September, 2003, by the following vote: AYES: BOARDMEMBERS: NOES: BOARDMEMBERS: ABSENT: BOARDMEMBERS: ABSTAIN: BOARDMEMBERS: Susan W. Jones, CMC City Cler~Authority Secretary R:fTPFA Resos 2003.q'PFA 03-~ 2 TEMECULA PUBLIC FACILITIES FINANCING CORPORATION ITEM 1 APPROVAL CitY ATTORNEY DIR.OF FINANCE CITY ManAger TEMECULA PUBLIC FACILITIES FINANCING CORPORATION AGENDA REPORT TO: FROM: DATE: SUBJECT: Temecula Public Facilities Financing Corporation Executive Director Shawn Nelson September 23, 2003 Dissolution of Corporation RECOMMENDATION: 1. That the Board of Directors adopts a resolution entitled: RESOLUTION NO. TPFFC 03- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FACILITIES FINANCING CORPORATION ELECTING VOLUNTARILY TO WIND UP AND DISSOLVE THE CORPORATION 2. That the Board of Directors executes a Certificate of Dissolution. BACKGROUND: The Temecula Public Facilities Financing Corporation (TPFFC) was established in September 1992 as a nonprofit public benefit corporation under the Nonprofit Public Benefit Corporation Law. As stated in the articles of incorporation, the public purposes for which the Corporation was organized include the following: to provide financial assistance to the City of Temecula, its special districts, and other related entities by acquiring, constructing, rehabilitating, remodeling, improving, installing, and financing various facilities, land and equipment, and the sale and leasing of facilities, land and equipment for the use, benefit and enjoyment of the public served by the City, and any other purpose incidental thereto. The TPFFC issued the 1992 TCSD Certificates of Participation (bonds) in the amount of $5.38 million for the purpose of funding the construction of the Community Recreation Center. The bonds were refinanced in 2001 by the Temecula Public Financing Authority (TPFA); therefore, the TPFFC is no longer necessary. R:/agenda Reports/Dissolve TPFFC 9 23 I Dissolution of the Corporation is desirable because it is no longer necessary and it has been inactive for some time. All of the Corporation's bonds have been refunded and it has no assets, claimants, creditors, or members. In order to start the dissolution process, the Board of Directors must adopt a resolution electing to wind up and dissolve the Corporation. Upon adoption of the resolution, staff will apply to the Franchise Tax Board for a tax clearance certificate. Additionally, staff will send the Attorney General written notice that the dissolution process has commenced and will request a "dissolution waiver of notice letter." The tax clearance certificate and dissolution waiver of notice letter will be filed, together with the certificate of dissolution, to the Secretary of State. Dissolution of the Corporation will be complete when the Secretary of State accepts the filing. FISCAL IMPACT: Dissolution of the Corporation is not anticipated to have any fiscal impact. Attachments: Resolution Certificate of Dissolution 747767.1 RESOLUTION NO. TPFFC 03-__ A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FACILITIES FINANCING CORPORATION ELECTING VOLUNTARILY TO WIND UP AND DISSOLVE THE CORPORATION THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FACILTIES FINANCING CORPORATION DOES RESOLVE AND ORDER AS FOLLOWS: Section 1. The Temecula Public Facilities Financing Corporation ("Corporation") is a California nonprofit public benefit corporation. The Corporation currently has no assets, creditors, claimants or members. Section 2. In accordance with California Corporations Code Section 6610(b)(3), the Board of Directors elects voluntarily to wind up and dissolve the Corporation. Section 3. The officers and directors of the Corporation are authorized and directed to file Form FTP 3555(A) (Request for Tax Clearance Certificate - Exempt Organizations) with the California Franchise Tax Board. Section 4. The officers and directors of the Corporation are authorized and directed to prepare and file such other documents, and to take such other action, as may be necessary or appropriate in connection with the winding up and dissolution of the Corporation. PASSED, APPROVED AND ADOPTED by unanimous vote of the Board of Directors this 23~d day of September, 2003. ATTEST: Jeff Stone, President Susan W. Jones, CMC Ci~Clerk [SEAL] R:/Resos TPFFC 2003/Resos TPFFC 03-__ 1 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, CMC, City Clerk/Corporate Secretary of the Temecuia Public Facilities Financing Corporation, do hereby certify that Resolution No. PFFC 03-__ was duly and regularly adopted by the Board of Directors of the Public Facilities Financing Corporation at a regular meeting thereof held on the 23rd day of September, 2003, by the following vote: AYES: 0 DIRECTORS: NOES: 0 DIRECTORS: ABSENT: 0 DIRECTORS: ABSTAIN: 0 DIRECTORS: Susan W. Jones, CMC City Clerk R:/Resos TPFFC 2003/Resos TPFFC 03-__ 2 CERTIFICATE OF DISSOLUTION The undersigned certify that: 1. They constitute a majority of the directors now in office of the Temecula Public Facilities Financing Corporation, a California corporation (No. C1838546). 2. The corporation has been completely wound up. 3. The corporation's known debts and liabilities have been actually paid. 4. The known assets have been distributed to the persons entitled thereto. 5. The corporation is dissolved. 6. The corporation has no members; the election to dissolve was made by all members of the board of directors of the corporation. We further declare under penalty of perjury under the laws of the State of 'California that the matters set forth in this certificate are true and correct of our own knowledge. Date: Jeff Stone, Director Michael S. Naggar, Director Jeff Comerchero, Director Sam Pratt, Director Ron Roberts, Director 745990.1 CERTIFICATE OF DISSOLUTION The undersigned certify that: 1. They constitute a majority of the directors now in office of the Temecula Public Facilities Financing Corporation, a California corporation (No. C1838546). 2. The corporation has been completely wound up. 3. The corporation's known debts and liabilities have been actually paid. 4. The known assets have been distributed to the persons entitled thereto. 5. The corporation is dissolved. 6. The corporation has no members; the election to dissolve was made by all members of the board of directors of the corporation. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Date: Jeff Stone, Director Michael S. Naggar, Director Jeff Comerchero, Director Albert Pratt, Director Ron Roberts, Director 745990.1 ITEM 15 TO: FROM: DATE: SUBJECT: APPROVAL CITY A'I-FORNEY DIRECTOR Of FINANCE~---- CITY MANAGER ~ CITY OF TEMECULA AGENDA REPORT City Manager/City Council William G. Hughes, Director of Public Works/City Engineer September 23, 2003 Determination of Unpaid Assessments and Authorization of Issuance of Bonds for City of Temecula Assessment District No. 03-04 (John Warner Road) PREPARED BY: Paul Thimmig, Bond Counsel Greg Butler, Principal Engineer RECOMMENDATION: That the City Council adopt resolutions entitled: RESOLUTION NO. 03- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DETERMINING UNPAID ASSESSMENTS - ASSESSMENT DISTRICT NO. 03-04 (JOHN WARNER ROAD) RESOLUTION NO. 03- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA PROVIDING FOR THE ISSUANCE OF IMPROVEMENT BONDS PURSUANT TO THE IMPROVEMENT BOND ACT OF 1915, AND APPROVING RELATED DOCUMENTS AND ACTIONS - ASSESSMENT DISTRICT NO. 03-04 (JOHN WARNER ROAD) BACKGROUND: A majority of the property owners in the area of John Warner Road requested that the City form an Assessment District (the "AD") to finance street and storm drain improvements to be constructed in the City of Temecula. On August 12, 2003, (i) a public hearing was held regarding the formation of the AD, (ii) an election was held wherein the property owners approved the AD and the levy of a special assessment on land located in the AD, (iii) the City Council adopted a resolution determining the results of the election and that a majority protest did not exist, and adopted a resolution determining that the City will acquire and construct said improvements and levy assessments and issue bonds secured by said assessments. I R:~AGENDA REPORTS~003\092303~JWAD Bond Issuance.doc Subsequent to the actions taken at the August 12, 2003 City Council meeting, the proper public noticing was completed and each of the property owners within the AD were "Noticed" of the special assessment and provided a 30-day time frame in which they could prepay the assessment on their property. The property owners that prepaid (or partially prepaid) are listed on Exhibit "A" attached to the resolution determining the unpaid assessments. The City now intends to issue improvement bonds to fund the unpaid assessments, which requires the approval of related documents including (i) a Fiscal Agent Agreement which provides the terms of the bonds to be issued and establishes the funds and accounts from which the AD bond program will be administered; (ii) a Preliminary Official Statement which describes the bond program, to be used to assist in the offering of the bonds to potential investors; (iii) a Bond Purchase Agreement, whereby the bonds will be sold by the City to Stone & Youngberg LLC (the "Underwriter") for sale by the Underwriter to the public; and (iv) a Continuing Disclosure Agreement pursuant to which the City will agree to provide certain information regarding the bond program to bond investors and certain nationally-recognized information repositories. City Staff and consultants have reviewed these documents and they are now in form ready for approval by the City Council so that the sale and issuance of the bonds for the AD can occur. The maximum principal amount of the bonds that may be issued by the City for the AD is $1,222,000. If the City Council adopts the Resolution authorizing the issuance of the bonds, it is expected that the bonds will be issued on or after October 1, 2003. FISCAL IMPACT: The AD will be authorized to levy special assessments to repay its indebtedness, and to pay the annual costs of administration of the AD. The AD will only be authorized to levy the special assessments on land included within the boundaries of the AD. The bonds will not be obligations of the City of Temecula or the AD, but will be limited obligations of the City for the AD secured solely by the special assessments levied in the AD and amounts held in certain funds and accounts established under the Fiscal Agent Agreement for the bonds. All costs of issuance of the bonds will be paid from the proceeds of the bonds. All administrative costs of the AD and the bonds will be paid from proceeds of the special assessments levied in the AD. Attachments: 2. 3. 4. 5. Resolution (2) Fiscal Agent Agreement Preliminary Official Statement Bond Purchase Agreement Continuing Disclosure Agreement 2 R:~AGENDA REPORTS~2003~092303~JWAD Bond Issuance.doc RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA PROVIDING FOR THE ISSUANCE OF IMPROVEMENT BONDS PURSUANT TO THE IMPROVEMENT BOND ACT OF 1915, AND APPROVING RELATED DOCUMENTS AND ACTIONS - ASSESSMENT DISTRICT NO. 03-04 (JOHN WARNER ROAD) WHEREAS, the City Council (the "Council") of the City of Temecula (the "City") has heretofore undertaken proceedings pursuant to the Improvement Bond Act of 1915, being Division 10 of the Streets and Highways Code of the State of California (the "Bond Law"), for and has confirmed assessments upon lands within, an assessment district described in the resolution adopted on June 24, 2003 expressing the intention of the Council (the "Resolution of Intention") to establish the City of Temecula Assessment District No. 03-04 (John Warner Road) (the "Assessment District"); and WHEREAS, said proceedings provided for the issuance of bonds pursuant to the Bond Law, and it is necessary to establish terms and provisions of such issuance; and WHEREAS, it is also desired to establish the denominations of the bonds to represent assessments and the amount to mature each year, and to otherwise approve the documents necessary to issue the bonds and all actions necessary in connection therewith. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Temecula as follows: Section t. Recitals. That the above recitals are all true and correct. Section 2. Issuance of the Bonds. The issuance of the City of Temecula Assessment District No. 03-04 (John Warner Road) Limited Obligation Improvement Bond (the "Bonds"), in the principal amount not to exceed $1,222,000, as set forth in the Fiscal Agent Agreement (as described below), is hereby authorized, pursuant to the Bond Law. The Bonds shall mature on the dates and pay interest at the rates set forth in the Fiscal Agent Agreement, by and between U.S. Bank National Association, as fiscal agent (the "Fiscal Agent") and the City (the "Fiscal Agent Agreement"). The Fiscal Agent Agreement, in the form on file with the City Clerk, is hereby approved. The Fiscal Agent Agreement shall be executed by the City Manager (or, in his absence, the Director of Finance) and attested to by the City Clerk, in the form on file with the City Clerk, together with such additions thereto and changes therein as are recommended or approved by Bond Counsel and the officer executing the same, with such approval to be conclusively evidenced by the execution and delivery by the City of the Fiscal Agent Agreement. Section 3. Execution of Bonds. The Bonds shall be executed by the Treasurer of the City and by the City Clerk, by manual or facsimile signature, and the corporate seal of the City shall be imprinted on the Bonds in a similar manner. The Bonds shall then be delivered to the Fiscal Agent for authentication and registration. Section 4. Performance of Duties by Officers. Each and every officer of the City is authorized to perform his or her services on behalf of the City required under the Fiscal Agent Agreement and otherwise required in connection with the establishment and administration of the Assessment District. The Director of Finance is authorized to pay the costs of such the Assessment District. The Director of Finance is authorized to pay the costs of such services as are necessary to effect the issuance of the Bonds. Such services shall include, but are not limited to, printing the Bonds, printing the disclosure documents, legal services, financial consultant's services, Fiscal Agent's services and any other services appropriate for the issuance of the Bonds. These costs shall be paid from Bond proceeds out of the Costs of Issuance Fund established by the Fiscal Agent Agreement. Section 5. Bond Purchase Contract. The Bond Purchase Agreement (the "Purchase Contract'), in the form on file with the City Clerk, is hereby approved. The City Manager or the Director of Finance, each acting alone, is hereby authorized and directed, for and in the name and on behalf of the City, to accept the offer of Stone & Youngberg LLC (the "Underwriter") to purchase the Bonds contained in the Purchase Contract (provided that the aggregate principal amount of the Bonds sold thereby is not in excess of the limitation described in Section 2 above, the true interest cost on the Bonds is not in excess of 7.0% per annum and the underwriter's discount is not in excess of $30,000) and to execute and deliver the Purchase Contract in said form, with such additions thereto or changes therein as are recommended or approved by the officer executing said document for the City upon consultation with Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of the Purchase Contract. Section 6. Official Statement. The City Council hereby approves the preliminary official statement for the Bonds (the "Preliminary Official Statement") in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Director of Finance upon consultation with Bond Counsel. The City Council authorizes and directs the Director of Finance, 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 to prospective purchasers of the Bonds. The Underwriter, on behalf of the City, is authorized and directed to cause the Preliminary Official Statement to be distributed to such municipal bond broker-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Bonds. The Director of Finance is authorized and directed to assist the Disclosure Counsel in causing the Preliminary Official Statement to be brought into the form of final official statement (the "Final Official Statement"), and to execute the Final Official Statement and a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Bonds, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Bonds, and do not, as of the date of delivery of the Bonds contain any untrue statement of material fact or omit to state material facts required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The execution and delivery by the City of the Final Official Statement, which shall include such changes and additions thereto deemed advisable by the Director of Finance and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Final Official Statement by the City. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Bonds. R:/Resos 2003/Resos 03-__ 2 Section 7. Approval of Disclosure Document. The City Manager (or, in his absence, the Director of Finance) is hereby authorized and directed to approve and execute a continuing disclosure certificate for the Bonds in the form described in the Official Statement. The execution by the City of such disclosure certificate shall be conclusive evidence of approval by the City of any such disclosure certificate. Section 8. Ratification of Previous Actions; Future Actions. All actions heretofore taken by officers and agents of the City with respect to the authorization of the acquisition and construction of the improvements to be funded by the Assessment District and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Mayor, the City Manager, the City Director of Public Works and Engineer, the Director of Finance, the Treasurer and the City Clerk and the other officers of the City are hereby authorized and directed to take any actions and execute and deliver any and all documents as are necessary to accomplish the issuance, sale, and delivery of the Bonds in accordance with the provisions of this Resolution and the documents herein approved. Section 9. Other Officers. The officers responsible for the execution of any of the agreements, orders, or covenants contained in any of the foregoing Sections or in any other document heretofore approved in these proceedings are hereby authorized and directed to take any actions and execute and deliver any and all further documents, agreements or certificates as are necessary to accomplish the issuance and sale of the Bonds. PASSED, APPROVED AND ADOPTED, by the City Council of the City of Temecula at a meeting held on the 23rd day of September, 2003. A'I-rEST: Jeffrey E. Stone, Mayor Susan W. Jones, CMC City Clerk [SEAL] R:/Resos 2003/Resos 03-__ 3 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. 03-__ was duly adopted at a regular meeting of the City Council of the City of Temecula on the 23rd day of September, 2003, by the following roll call vote: AYES: NOES: ABSENT: ABSTAIN: COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: COUNClLMEMBERS: Susan W. Jones, CMC City Clerk R:/Resos 2003/Resos 03-__ 4 RESOLUTION NO. 03-__ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DETERMINING UNPAID ASSESSMENTS - ASSESSMENT DISTRICT NO. 03-04 (JOHN WARNER ROAD) WHEREAS, the City Council (the "Council") of the City of Temecula (the "City") has heretofore undertaken proceedings pursuant to the Municipal Improvement Act of 1913, being Division 12 of the Streets and Highways Code of the State of California (the "Act"), and has confirmed assessments upon lands within an assessment district described in the resolution adopted by the Council on June 24, 2003 (the "Resolution of Intention") expressing the intention of the Council to establish the City of Temecula Assessment District No. 03-04 (John Warner Road) (the "Assessment District"); and WHEREAS, the Director of Finance of the City has filed with the City Clerk a list of all payments received on account of assessments levied in the Assessment District, and a list of all assessments or portions of assessments unpaid after thirty (30) days following the recordation of the assessments; and WHEREAS, the Council now desires to determine the unpaid assessments in the Assessment District and to provide for their collection. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Temecula as follows: Section 1. The Director of Finance has filed with the City Clerk a list of all payments received on account of assessments levied in the Assessment District and all assessments or portions of assessments unpaid a copy of which is attached to this resolution as Exhibit A and by this reference included herein. The City shall issue improvement bonds under the provisions of the Improvement Bond Act of 1915 of the State of California upon the security of the assessments shown as unpaid on such list. Section 2. The City Clerk shall transmit a copy of this Resolution and Exhibit A hereto to the County Auditor. The County Auditor is requested to comply with the provisions of Section 8682 of the California Streets and Highways Code in the collection of installments of these assessments on the assessment roll for ad valorem taxes. Section 3. Pursuant to Section 10312 (b) of the Streets and Highways Code, the annual assessment for administrative costs is hereby set at three percent (3%) of the principal and interest annually posted to the tax roll, and shall be collected by means of hand billing by City Staff for fiscal year 2003-2004, and annually thereafter on the County tax roll, beginning with fiscal year 2004-2005, until changed by resolution of this Council. The City Council finds that this annual assessment exceeds neither the maximum annual assessment nor the reasonable estimate of administrative costs actually incurred or likely to be incurred. PASSED, APPROVED AND ADOPTED, by the City Council of the City of Temecula at a meeting held on the 23rd day of September, 2003. ATDEST: Jeffrey E. Stone, Mayor Susan W. Jones, CMC City Clerk [SEAL] R:/Resos 2003/Resos 03-~ 2 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. 03-__ was duly adopted at a regular meeting of the City Council of the City of Temecula on the 23rd day of September, 2003, by the following roll call vote: AYES: NOES: ABSENT: ABSTAIN: COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: Susan W. Jones, CMC City Clerk R:/Resos 2003/Resos 03-~ 3 EXHIBIT A PAID AND UNPAID LIST OF ASSESSMENTS IN CITY OF TEMECULA ASSESSMENT DISTRICT NO. 03-04 (JOHN WARNER ROAD) I HEREBY CERTIFY that the attached list of Paid and Unpaid Assessments correctly reflects: (i) all amounts received by me on account of assessments in the City of Temecula Assessment District No. 03-04 (John Warner Road), and (ii) all amounts remaining unpaid on each of the assessments in the City of Temecula Assessment District No. 03-04 (John Warner Road). Executed at , California, on 2003. By: Director of Finance City of Temecula, Riverside County, Califomia R:/Resos 2003/Resos 03-~ 4 PAID AND UNPAID LIST CITY OF TEMECULA ASSESSMENT DISTRICT NO. 03-04 (JOHN WARNER ROAD) Assessment Assessment Cash Amount Unpaid Number Amount Paid Credited Balance 1 $ 34,495.38 $ 34,495.38 2 34,495.38 34,495.38 3 34,495.38 34,495.38 4 34,495.38 34,495.38 5 34,495.38 34,495.38 6 34,495.38 34,495.38 7 34,495.38 34,495.38 8 34,495.38 $10,000.00 $1,778.51 22,716.87 9 34,495.38 34,495.38 10 34,495.38 34,495.38 11 34,495.38 34,495.38 12 34,495.38 34,495.38 13 34,495.38 34,495.38 14 34,495.38 34,495.38 15 34,495.38 34,495.38 16 34,495.38 34,495.38 17 34,495.38 34,495.38 18 34,495.38 34,495.38 19 34,495.38 34,495.38 20 34,495.38 34,495.38 21 34,495.38 34,495.38 22 34,495.38 34,495.38 23 34,495.38 34,495.38 24 34,495.38 34,495.38 25 34,495.38 34,495.38 26 34,495.38 34,495.38 27 34,495.38 34,495.38 28 34,495.38 34,495.38 29 34,495.38 34,495.38 30 34,495.38 34,495.38 31 34,495.38 34,495.38 32 34,495.38 34,495.38 33 34,495.38 34,495.38 34 27,846.06 27,846.06 35 27,846.06 27,846.06 36 27,846.06 27,846.06 A-2 Quint & Thimmig LLP 9/3/03 9115103 MARKED TO SHOW CHANGES. FISCAL AGENT AGREEMENT by and between the CITY OF TEMECULA and U.S. BANK NATIONAL ASSOCIATION, as Fiscal Agent Dated as of October 1, 2003 Relating to: $ City of Temecula Assessment District No. 03-04 (John Warner Road) Limited Obligation Improvement Bonds 20002.05:J6809 TABLE OF CONTENTS ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS Section 1.01. Authority for this Agreement ................................................................................ 3 Section 1.02. Agreement for Benefitof Bondowners ................................................................. 3 Section 1.03. Definitions ............................................................................................................ 3 Section Section Section Section Section Section Section Section Section Section Section Section Section Section ARTICLE II THE BONDS 2.01. PrincipalAmount; Designation ........................................................................... 10 2.02. Terms of Bonds ................................................................................................. 10 2.03. Redemption ....................................................................................................... 12 2.04. Refunding of Bonds ........................................................................................... 14 2.05. Form of Bonds ................................................................................................... 14 2.06. Execution of Bonds ............................................................................................ 14 2.07. Transfer of Bonds .............................................................................................. 14 2.08. Exchange of Bonds ............................................................................................ 15 2.09. Bond Register .................................................................................................... 15 2.10. Temporary Bonds .............................................................................................. 15 2.11. Bonds Mutilated, Lost, Destroyed or Stolen ....................................................... 15 2.12. Limited Obligation .............................................................................................. 16 2.13. No Acceleration ................................................................................................. 16 2.14. Book-Entry System ............................................................................................ 16 ARTICLE III ISSUANCE OF BONDS Section 3.01. Issuance and Delivery of Bonds ......................................................................... 18 Section 3.02. Application of Proceeds of Sale of Bonds .......................................................... 18 Section 3.03. Validity of Bonds ................................................................................................ 18 Section 3.04. Pledge of Assessments ..................................................................................... 18 ARTICLE IV ESTABLISHMENT OF FUNDS Section 4.01. Improvement Fund ............................................................................................. 20 Section 4.02. Redemption Fund .............................................................................................. 20 Section 4.03. Reserve Fund .................................................................................................... 22 Section 4.04. Costs of Issuance Fund ..................................................................................... 23 ARTICLE V COVENANTS OF THE CITY Section 5.01. Collection of Assessments ................................................................................. 24 Section 5.02. Foreclosure ........................................................................................................ 25 Section 5.03. Punctual Payment .............................................................................................. 26 Section 5.04. Extension of Time for Payment .......................................................................... 26 Section 5.05. Against Encumbrance ........................................................................................ 26 Section 5.06. Books and Accounts .......................................................................................... 26 -i- Section Section Section Section Section Section Section Section Section Section 5.07. Protection of Security and Rights of Owners ..................................................... 26 5.08. Completion of Project ........................................................................................ 26 5.09. Further Assurances ........................................................................................... 26 5.10. Private Activity Bond Limitation .......................................................................... 27 5.11. Private Loan Financing Limitation ...................................................................... 27 5.12. Federal Guarantee Prohibition ........................................................................... 27 5.13. No Arbitrage ...................................................................................................... 27 5.14. Maintenance of Tax-Exemption ......................................................................... 27 5.15. Rebate Requirement .......................................................................................... 27 5.16. Continuing Disclosure ........................................................................................ 27 ARTICLE VI INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; LIABILITY OF THE CITY Section 6,01, Deposit and Investment of Moneys in Funds ..................................................... 28 Section 6.02. Liability of City ................................................................................................... 29 Section 6.03. Employment of Agents by City ........................................................................... 30 ARTICLE VII THE FISCAL AGENT Section 7.01. Appointment of Fiscal Agent .............................................................................. 31 Section 7.02. Liability of Fiscal Agent ...................................................................................... 32 Section 7.03. Information; Books and Accounts ...................................................................... 33 Section 7.04. Notice to Fiscal Agent ........................................................................................ 33 Section 7.05. Compensation; Indemnification .......................................................................... 33 ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Section 8.01. Amendments Permitted ..................................................................................... 34 Section 8.02. Owners' Meetings .............................................................................................. 34 Section 8.03. Procedure for Amendment with Written Consent of Owners .............................. 34 Section 8.04. Disqualified Bonds ............................................................................................. 35 Section 8.05. Effect of Supplemental Agreement .................................................................... 35 Section 8.05. Endorsement or Replacement of Bonds Issued After Amendment .................... 36 Section 8.07. Amendatory Endorsement of Bonds .................................................................. 36 Section Section Section Section Section Section Section Section Section Section Section Section ARTICLE IX MISCELLANEOUS 9.01. Benefits of Agreement Limited to Parties ........................................................... 37 9,02. Successor is Deemed Included in All Reference to Predecessor ....................... 37 9.03. Discharge of Agreement .................................................................................... 37 9.04. Execution of Documents and Proof of Ownership by Owners ............................ 37 9.05. Waiver of Personal Liability ............................................................................... 38 9.06. Notices to and Demand on City and Fiscal Agent .............................................. 38 9.07. Partial Invalidity .................................................................................................. 38 9.08. Unclaimed Moneys ............................................................................................ 38 9.09. Applicable Law ................................................................................................... 39 9.10. Conflict with Bond Law or the Formation Act ..................................................... 39 9.11. Conclusive Evidence of Regularity ..................................................................... 39 9.12. Payment on Business Day ................................................................................. 39 -ii- Section 9.13. Counterparts ...................................................................................................... 39 EXHIBIT a EXHIBIT B FORM OF BOND FORM OF OFFICER'S CERTIFICATE REQUESTING DISBURSEMENT FROM IMPROVEMENT FUND FISCAL AGENT AGREEMENT THIS FISCAL AGENT AGREEMENT (the "Agreement") is made and entered into as of October 1, 2003, by and between the CITY OF TEMECULA, a municipal corporation and political subdivision of the State of California (the "City"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as fiscal agent (the "Fiscal Agent"). RECITALS: WHEREAS, on June 24, 2003, the City Council of the City adopted Resolution No. 03- 76 (the "Resolution of Intention") relating to the acquisition and construction of public improvements under and pursuant to the provisions of the Municipal Improvement Act of 1913, Division 12 of the Streets and Highways Code of the State of California (the "Formation Act") in and for the City's Assessment District No. 03-04 (John Warner Road) (the "Assessment District"), and the Resolution of Intention provided that serial and/or term bonds would be issued pursuant to proceedings under the Resolution of Intention and the provisions of the Improvement Bond Act of 1915, Division 10 of the Streets and Highways Code of the State of California (the "Bond Law"); and WHEREAS, the purpose of the proceedings under the Resolution of Intention was to provide for the acquisition and construction of certain street and storm drain improvements on John Warner Road (northeast of Jeramie Road), Lolita Road, Paulita Road, Culver Court and La Presa Loop in Zone I of the Assessment District, and the acquisition and construction of certain storm drain improvements in Zone 2 of the Assessment District, as further identified in the Engineer's Report of the Assessment District prepared pursuant to the Resolution of Intention (the "Project"); and WHEREAS, there is now on file in the office of the Treasurer of the City a list of the assessments remaining unpaid for the Assessment District; and WHEREAS, on September 23, 2003, the City Council of the City adopted Resolution No. (the "Resolution of Issuance") authorizing, among other matters, the issuance of bonds of the City designated "City of Temecula Assessment District No. 03-04 (John Warner Road) Limited Obligation Improvement Bonds", the proceeds of which are to be used, in part, to finance the Project; and WHEREAS, it is in the public interest and for the benefit of the City and the owners of the Bonds that the City enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the assessments securing the Bonds and the administration and payment of the Bonds; and WHEREAS, the City has determined that all things necessary to cause the Bonds, when authenticated by the Fiscal Agent and issued as provided in the Bond Law, the Resolution of Issuance and this Agreement, to be legal, valid and binding and limited obligations in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized. -1- AGREEMENT: NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: -2- ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Formation Act, the Bond Law and the Resolution of Issuance. Section 1.02. Agreement for Benefit of Bondowners. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the City shall be for the equal benefit, protection and security of the registered owners of the Bonds. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. The Fiscal Agent may become the owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not Fiscal Agent. Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement (as herein defined), and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to Articles, Sections and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words "herein", "hereoF', "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. "Agreement" means this Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement executed pursuant to the provisions hereof. "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled (including by reason of the provisions of Section 2.03(A)(ii) providing for mandatory sinking payments), and (ii) the principal amount of the Outstanding Bonds due in such Bond Year (including any mandatory sinking payment due in such Bond Year pursuant to Section 2.03(A)(ii)). "Assessment District" means the area within the City designated "City of Temecula Assessment District No. 03-04 (John Warner Road)" formed by the City under the Formation Act. "Assessments" means the unpaid assessments levied within the Assessment District by the City Council under the proceedings taken pursuant to the Formation Act and the Resolution of Intention. "Auditor" means the auditor/controller or tax collector of the County, or such other official of the County who is responsible for preparing real property tax bills. -3- "Authorized Investments" means any of the following, to the extent acquired at Fair Market Value: (a) Federal Securities. (b) Time certificates of deposit or negotiable certificates of deposit issued by a state or nationally chartered bank (including the Fiscal Agent and its affiliates) or trust company, or a state or federal savings and loan association; provided, that the certificates of deposit shall be one or more of the following: continuously and fully insured by the Federal Deposit Insurance Corporation, and/or continuously and fully secured by securities described in subdivision (a) of this definition of Permitted Investments which shall have a market value, as determined on a marked-to-market basis calculated at least weekly, and exclusive of accrued interest, of not less than 102 percent of the principal amount of the certificates on deposit. (c) Commercial paper of "prime" quality of the highest ranking or of the highest letter and numerical rating as provided by either Moody's or S&P, which commercial paper is limited to issuing corporations that are organized and operating within the United States of America and that have total assets in excess of five hundred million dollars ($500,000,000) and that have an "A" or higher rating for the issuer's debentures, other than commercial paper, by either Moody's or S&P, provided that purchases of eligible commercial paper may not exceed 180 days' maturity nor represent more than 10 percent of the outstanding commercial paper of an issuing corporation. (d) A repurchase agreement with a state or nationally charted bank or trust company or a national banking association or government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York, provided that all of the following conditions are satisfied: (1) the agreement is secured by any one or more of the securities described in subdivision (a) of this definition of Permitted Investments, (2) the underlying securities are required by the repurchase agreement to be held by a bank, trust company, or primary dealer having a combined capital and surplus of at least one hundred million dollars ($100,000,000) and which is independent of the issuer of the repurchase agreement, and (3) the underlying securities are maintained at a market value, as determined on a marked-to-market basis calculated at least weekly, of not less than 103 percent of the amount so invested. (e) An investment agreement or guaranteed investment contract with, or guaranteed by, a financial institution (not including any insurance company) the long- term unsecured obligations of which are rated "AA" or better by Moody's and S&P at the time of initial investment. The investment agreement shall be subject to a downgrade provision with at least the following requirements: (1) the agreement shall provide that within five Business Days after the financial institution's long-term unsecured credit rating has been withdrawn, suspended, other than because of general withdrawal or suspension by Moody's or S&P from the practice of rating that debt, or reduced below "AA-" by S&P or below "Aa3" by Moody's (these events are called "rating downgrades") the financial institution shall give notice to the Fiscal Agent and, within the five-day period, and for as long as the rating downgrade is in effect, shall deliver in the name of the Fiscal Agent to the Fiscal Agent federal securities allowed as investments under subdivision (a) of this definition of Permitted Investments with aggregate current market value equal to at least 105 percent of the principal amount of the investment agreement invested with the financial institution at that time, and shall deliver additional allowed federal securities as needed to maintain an aggregate current market value equal to at least 105 percent of the principal amount of the investment agreement within three days after each evaluation date, which shall be at least weekly, and (2) the agreement shall provide that, if the financial institution's long-term unsecured credit rating is reduced below "A3" by Moody's or below "A-" by S&P, the Fiscal Agent may, upon not more than five Business Days' written notice to the financial institution, withdraw the investment agreement, with accrued but unpaid interest thereon to the date, and terminate the agreement. (f) The Local Agency Investment Fund of the State Treasurer of the State of California as permitted by the State Treasurer pursuant to Section 16429.1 of the California Government Code. (g) Investments in a money market account (including any accounts of the Fiscal Agent or its affiliates) rated in the highest rating category by Moody's or S&P. (h) Any other lawful investment for City Funds. "Authorized Officer" means the City's Director of Finance, the City Treasurer, the City Manager, or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer. "Bond" or "Bonds" means the "City of Temecula Assessment District No. 03-04 (John Warner Road) Limited Obligation Improvement Bonds," at any time Outstanding under this Agreement or any Supplemental Agreement. "Bond Counsel" means (i) Quint & Thimmig LLP, or (ii) any attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Date" means September 1, 2003, beinq the dated date of the Bonds ............... "Bond Law" means the Improvement Bond Act of 1915, as amended, being Division 10 of the California Streets and Highways Code. "Bond Register" means the books maintained by the Fiscal Agent pursuant to Section 2.09 for the registration and transfer of ownership of the Bonds. "Bond Year" means the twelve-month period beginning on September 2 in each year and ending on the day prior to September 2 in the following year except that (i) the first Bond Year shall begin on the Closing Date and end on the day prior to the next September 2, and (ii) the last Bond Year may end on a prior redemption date. "Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Fiscal Agent has its Principal Office are authorized or obligated by law or executive order to be closed. "City" means the City of Temecula, California. "City Attorney" means the City Attorney of the City. -5- "Closing Date" means October __, 2004, being the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser. "Code" means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) 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. "Continuing Disclosure Agreement" means that certain Continuing Disclosure Certificate executed by the City and agreed to by the Fiscal Agent, in its capacity as dissemination agent thereunder, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Costs of Issuance" means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the Bonds, which items of expense shall include, but not be limited to, printing costs for the Bonds and the official statement related thereto, costs of reproducing and binding documents, closing costs, filing and recording fees, fees and expenses of the City and the Fiscal Agent, initial fees and charges of the Fiscal Agent including its first annual administration fee, expenses incurred by the City in connection with the formation of the Assessment District, the issuance of the Bonds, Bond (purchaser's) discount, legal fees and charges, including bond counsel, financial advisor fees and expenses, charges for execution, transportation and safekeeping of the Bonds and other costs, charges and fees in connection with the foregoing. "Costs of Issuance Fund" means the fund established and administered under Section 4.04 hereof. "County" means the County of Riverside, State of California. "Debt Service" means the scheduled amount of interest and amortization of principal payable by reason of Section 2.03(A)(ii) on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. "DTC" means The Depository Trust Company and any successor thereto. "Depository" means (a) initially, The Depository Trust Company, and (b) any other Securities Depository acting as Depository pursuant to Section 2.14. "Fair Market Value" means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term "fair market value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the code, (iii) the investment is a United States Treasury Security - State and Local Government Series that is acquired in accordance with applicable regulations of the -6- United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State of California but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States. "Federal Securities" means any of the following which are non-callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent: (i) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as stripped obligations and coupons; or (ii) any of the following obligations of the following agencies of the United States of America: (a) direct obligations of the Export-Import Bank, (b) certificates of beneficial ownership issued by the Farmers Home Administration, (c) participation certificates issued by the General Services Administration (d) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, (e) project notes issued by the United States Department of Housing and Urban Development, and (f) public housing notes and bonds guaranteed by the United States of America. "Fiscal Agent" means the Fiscal Agent appointed by the City and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01 hereof. "Fiscal Year" means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive. "Formation Act" means the Municipal Improvement Act of 1913, as amended, being Division 12 of the California Streets and Highways Code. "Improvement Fund" means the fund established and administered under Section 4.01 hereof. "Information Services" means Financial Information, Inc.'s "Daily Called Bond Service", 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny Information Services' "Called Bond Service", 65 Broadway, 16th Floor, New York, New York 10006; Moody's Investors Service "Municipal and Government", 99 Church Street, New York, New York 10007, Attention: Municipal News Reports; Standard & Poor's Corporation "Called Bond Record", 25 Broadway, 3rd Floor, New York, New York 10004; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such services providing information with respect to called bonds as the Authority may designate in an Officer's Certificate delivered to the Fiscal Agent. "Interest Payment Dates" means March 2 and September 2 of each year, commencing March 2, 2004. "List of Unpaid Assessments" means the list on file with the Treasurer showing the amounts of the Assessments upon each of the parcels in the Assessment District. "Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. -7- "Officer's Certificate" means a written certificate of the City signed by an Authorized Officer of the City. "Original Purchaser" means Stone & Youngberg LLC, as the first purchaser of the Bonds from the City. "Outstanding" when used as of any particular time with reference to Bonds, means, subject to the provisions of Section 8.04, all Bonds except: (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City pursuant to this Agreement or any Supplemental Agreement. "Owner" or "Bond Owner" means the registered owner of any Outstanding Bond as shown on the Bond Register of the Fiscal Agent under Section 2.09 hereof. "Principal Office" means the principal corporate trust office of the Fiscal Agent set forth in Section 9.06, except for the purpose of maintenance of the registration books and presentation of Bonds for payment, transfer or exchange, such term shall mean the office at which the Fiscal Agent conducts its corporate agency business, or such other or additional offices as may be designated by the Fiscal Agent. "Project" means the acquisitions and improvements authorized to be financed by the City under the Resolution of Intention and this Agreement. "Purchase Contract" means the written agreement between the City and the Original Purchaser for the sale of the Bonds. "Record Date" means the fifteenth (15th) day of the month immediately preceding the applicable Interest Payment Date. "Redemption Fund" means the fund established and administered under Section 4.02 hereof. "Reserve Fund" means the fund established and administered under Section 4.03 hereof. "Reserve Requirement" means, as of any date of calculation an amount equal to the least of (i) the then Maximum Annual Debt Service, (ii) one hundred twenty-five percent (125%) of the then average Annual Debt Service, or (iii) ten percent (10%) of the then Outstanding. principal amount of the Bonds. The Reserve Requirement as of the Closing Date is $ "Resolution of Intention" means Resolution No. 03-76, adopted by the Council of the I City on June 24, 2003. "Resolution of Issuance" means Resolution No. , adopted by the Council of the City on September 23, 2003, authorizing, among other matters, the issuance of the Bonds. "Securities Depositories" means The Depository Trust Company, 55 Water Street, 50th Floor, New York, New York 10041-0099, Attention: Call Notification Department, Fax (212) 855- -8- 7232; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the Authority may designate in an Officer's Certificate delivered to the Fiscal Agent. "Supplemental Agreement" means an agreement the execution of which is authorized by a resolution which has been duly adopted by the Council of the City under the Bond Law or the Formation Act, as applicable, and which agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized hereunder. "Treasurer" means the City Treasurer of the City, or designee thereof. ARTICLE II THE BONDS Section 2.01. Principal Amount; Designation. Bonds in the aggregate principal amount of Million Dollars ($. .) are hereby authorized to be issued by the City under and subject to the terms of the Resolution of Issuance and this Agreement, the Formation Act, the Bond Law and other applicable laws of the State of California. The Bonds shall be designated "City of Temecula Assessment District No. 03-04 (John Warner Road) Limited Obligation Improvement Bonds," and shall be secured by the Assessments and moneys in the Redemption Fund and the Reserve Fund. Section 2.02. Terms of Bonds. (A) Denominations. The Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple thereof, except that one bond may be in an amount equal to any integral multiple of $1.00. Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent. (B) Date of Bonds. The Bonds shall be dated the Bond Date. (C) CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the City's contract with such Owners and shall not impair the effectiveness of any such notice. (D) Maturities. The Bonds shall mature and become payable on September 2 of each year and shall bear interest at the rates per annum as follows: -10- Maturity Date (September2) 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Principal Interest Amount Rate (E) Interest. The Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Bond Date; provided, however, that if at the time of authentication of a Bond, interest is in default thereon, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. (F) Method of Payment. Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed by first class mail on an Interest Payment Date to the registered Owner thereof at such registered Owner's address as it appears on the Bond Register maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds delivered to the Fiscal Agent prior to the applicable Record Date, with any such instructions to remain in effect until rescinded in writing by the respective Owner. The principal of the Bonds and any premium on the Bonds are payable in lawful money of the United States of America upon surrender of the Bonds at the Principal Office of the Fiscal Agent. All Bonds paid by the Fiscal Agent pursuant this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and, upon request of the City, issue a certificate of destruction of such Bonds to the City. -11- Section 2.03. Redemption. (A) "~ ~"*;'"'"' ""'; ^ ........ * D ......... * D...,....*=.....- The Bonds may be redeemed and paid in advance of maturity, in whole or in part, on any Interest Payment Date in any year by giving at least 30 days notice to the Owner thereof in accordance with the Bond Law and by paying the principal amount thereof, plus interest to the date of redemption, unless sooner surrendered, in which event said interest will be paid to the date of payment, together with a redemption premium of expressed as a percentage of the principal amount of Bonds being redeemed, as follows: Redemption Dates Any Interest Payment Date from March 2, 2004 to and including March 2, 201913 September 2, 2009-!-3 and any Interest Payment Date thereafter Redemption Premium 102% 100 The provisions of Part 11.1 of the Bond Law are applicable to the advance payment of Assessments and to the calling of the Bonds. The Treasurer shall notify the Fiscal Agent of Bonds to be called for redemption upon prepayment of Assessments in amounts sufficient therefor, or whenever sufficient surplus funds are available therefor in the Redemption Fund. (B) Notice to Fiscal A.qent. The Treasurer shall give the Fiscal Agent written notice of the aggregate amount of Bonds to be redeemed pursuant to subsection (A) (i-) not less than forty-five (45) days prior to the applicable redemption date, or such lesser number of days as shall be consented to by the Fiscal Agent. -12- (C) Redemption Procedure by Fiscal Aqent. The Fiscal Agent shall cause notice of any redemption to be mailed, to the respective Owners of any Bonds designated for redemption, at their addresses appearing on the Bond Register in the Principal Office of the Fiscal Agent, to the Original Purchaser, to the Securities Depositories and to one or more Information Services; provided that the failure to so mail or of any person or entity to receive any such notice, or any defect in any notice of redemption, shall not affect the validity of the proceedings for the redemption of such Bonds. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the Bond numbers of the Bonds to be redeemed by giving the individual Bond number of each Bond to be redeemed or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption, shall state as to any Bond called in part the principal amount thereof to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such Bonds, or the portion thereof to be redeemed, will not accrue from and after the redemption date. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, of the Bonds being redeemed with the proceeds of such check or other transfer. Upon surrender of Bonds redeemed in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the registered Owner, at the expense of the City, a new Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. If less than all of the outstanding Bonds or portions thereof are to be redeemed under Section 2.03(a)(i) or (ii), the Fiscal Agent shall select the Bonds to be redeemed in authorized denominations in such a way that the ratio of outstanding Bonds to issued Bonds shall be approximately the same for each annual maturity insofar as possible. Within each annual series, the Fiscal Agent shall select Bonds for retirement by lot. (D) Purchase of Bonds in Lieu of Redemption. In lieu of redemption under Section 2.03(A), moneys in the Redemption Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer's Certificate may provide, but in no event may Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase and any premium which would otherwise be due if such Bonds were to be redeemed in accordance with this Agreement. (E) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption shall have been deposited in the Redemption Fund on the date fixed for redemption, such Bonds so called shall cease to be entitled to any -13- benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date. All Bonds redeemed by the Fiscal Agent pursuant to this Section 2.03 shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and, upon request of the City, issue a certificate of destruction of such Bonds to the City. Section 2.04. Refunding of Bonds. The Bonds may be refunded by the City pursuant to Divisions 11 or 11.5 of the Bond Law upon the conditions as set forth in appropriate proceedings therefor. This Section shall not apply to or in any manner limit advancement of the maturity of any of the Bonds as provided in Parts 8, 9, 11, or 11.1 of the Bond Law, nor shall this Section 2.04 apply to or in any manner limit the redemption and payment of any Bond pursuant to subsequent proceedings providing for the payment of amounts to eliminate previously imposed fixed lien assessments, including the Assessments. Section 2.05. Form of Bonds. The Bonds, the form of Fiscal Agent's certificate of authentication and the form of assignment, to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, the Resolution of Issuance and the Bond Law. Section 2.06. Execution of Bonds. The Bonds shall be executed on behalf of the City by the facsimile signatures of its Treasurer and its City Clerk who are in office on the Closing Date, and the seal of the City shall be impressed, imprinted or reproduced by facsimile thereon. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the owner. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such Bond shall be the proper officers of the City although at the nominal date of such Bond any such person shall not have been such officer of the City. Only such Bonds as shall bear thereon a certificate of authentication and registration in substantially the form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication and registration of the Fiscal Agent shall be conclusive evidence that the Bonds registered hereunder have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Agreement. Section 2.07. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.09 hereof by the person in whose name it is registered, in person or by such person's duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer. Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate principal amount(s), maturity(les) and interest rate(s) in the denominations herein authorized. No transfers of Bonds shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond -14- after such Bond has been selected for redemption, or (iii) between a Record Date and the succeeding Interest Payment Date. Section 2.08. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such exchange shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange. No exchanges of Bonds shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the succeeding Interest Payment Date. Section 2.09. Bond Register. The Fiscal Agent will keep or cause to be kept, at its Principal Office sufficient books for the registration and transfer of the Bonds which books shall show the series number, date, maturity amount, rate of interest and last registered Owner of each Bond and shall at all times be open to inspection by the City during regular business hours on any Business Day, upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds as hereinbefore provided. The City and the Fiscal Agent will treat the Owner of any Bond whose name appears on the Bond register as the absolute Owner of such Bond for any and all purposes, and the City and the Fiscal Agent shall not be affected by any notice to the contrary. The City and the Fiscal Agent may rely on the address of the Bondowner as it appears in the Bond register for any and all purposes. Section 2.10. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such authorized denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Bond shall be executed by the City and authenticated by the Fiscal Agent upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary bonds shall be entitled to the same benefits under to this Agreement as definitive bonds authenticated and delivered hereunder. Section 2.11. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the City, at the expense of the Owner of said Bond, shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled by it and destroyed by the Fiscal Agent who shall, upon request of the City, deliver a certificate of destruction thereof to the City. If any Bond shall be lost, destroyed or stolen, evidence of -!5- such loss, destruction or theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to the Fiscal Agent and indemnity for the City and the Fiscal Agent satisfactory to the Fiscal Agent shall be given, the City, at the expense of the Owner, shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The City may require payment of a sum not exceeding the actual cost of preparing each new Bond delivered under this Section 2.11 and of the expenses which may be incurred by the City and the Fiscal Agent for the preparation, execution, authentication and delivery. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement. Section 2.12. Limited Obligation. All obligations of the City under this Agreement and the Bonds shall not be general obligations of the City, but shall be limited obligations, payable solely from the Assessments and the funds pledged therefore hereunder. Neither the faith and credit of the City nor of the State of California or any political subdivision thereof is pledged to the payment of the Bonds. The City hereby determines under Section 8769 of the Bond Law that it will not be obligated to advance available surplus funds from the City treasury to cure any deficiency in the Redemption Fund. Section 2.13. No Acceleration. The principal of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section 2.13 shall in any way prohibit the redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this Agreement under Section 9.03 hereof. Section 2.14. Book-Entry System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (in print or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond Register kept by the Fiscal Agent for the Bonds in the name of Cede & Co., as nominee of DTC or such nominee as DTC shall appoint in writing. The representatives of the City and the Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds for the Depository's book-entry system, including the execution of the Depository's required representation letter. With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, neither the City nor the Fiscal Agent shall have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds Bonds as Depository from time to time (the "DTC Participants") or to any person for which a DTC Participant acquires an interest in the Bonds (the "Beneficial Owners"). Without limiting the immediately preceding sentence, neither the City nor the Fiscal Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any amount with respect to the principal of or interest on the Bonds, or (v) any consent given or other action taken by the Depository as Owner of the Bonds. Except as set forth above, the Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall pay all principal of and interest on the Bonds only to or upon the order of the Owners as shown on the Bond Register, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the sums or sums so paid. No person other than an Owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.07 hereof, references to "Cede & Co." in this Section 2.14 shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Fiscal Agent during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners, and the City shall mail notice of such termination to the Fiscal Agent. Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the City determines that it is in the best interest of the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, the Bonds shall no longer be restricted to being registered in the Bond Register of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or name the Owners shall designate at that time, in accordance with Section 2.07. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.07, the Bonds will be delivered to such Beneficial Owners as soon as practicable. ARTICLE III ISSUANCE OFBONDS Section 3.01. Issuance and Delivery of Bonds. At any time after the execution of this Agreement, the City may issue the Bonds in the aggregate principal amount set forth in Section 2.01 hereof and deliver the Bonds to the Original Purchaser. Pursuant to the Resolution of issuance, the Authorized Officers of the City are authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the Bonds in accordance with the provisions of the Formation Act, the Bond Law, the Resolution of Issuance and this Agreement, and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser and the disposition of the proceeds thereof as provided herein. Section 3.02. Application of Proceeds of Sale of Bonds. The proceeds of the purchase of the Bonds by the Original Purchaser (being $ .) shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such proceeds on the Closing Date as follows: (A) $. 4.04; in the Costs of Issuance Fund established under Section (B) $ (beinq the accrued interest on the Bonds from the Bond Date to the Closin.q Date) in the Redemption Fund established under Section 4.02; (_cl~) $ in the Reserve Fund established under Section 4.03; and (.~_(;) $. in the Improvement Fund established under Section 4.01, being the remaining proceeds of the Bonds received from the Original Purchaser on the Closing Date. In addition to the foregoing, on the Closing Date the City shall transfer or cause to be transferred to the Fiscal Agent, for deposit by the Fiscal Agent to the Improvement Fund, $ representing Assessments collected during the cash payment period for the Assessment District. Section 3.03. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be dependent upon the completion of the acquisition and construction of the Project or upon the performance by any person or such person's obligation with respect to the Project. Section 3.04. Pledge of Assessments. The Bonds shall be secured by a first pledge (which pledge shall be effected in the manner and to the extent herein provided) of all of the Assessments and all moneys deposited in the Redemption Fund and the Reserve Fund. The Assessments and all moneys deposited into said funds (except as otherwise provided herein) are hereby dedicated to the payment of the principal of and interest and any premium on, the Bonds as provided herein and in the Bond Law until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section 9.03. Amounts in the Improvement Fund and the Costs of Issuance Fund are not pledged to the repayment of the Bonds. The Project financed with the proceeds of the Bonds is not in any -18- way pledged to pay the Debt Service on the Bonds. Any proceeds of condemnation or destruction of any portion of the Project are not pledged to pay the Debt Service on the Bonds and are free and clear of any lien or obligation imposed hereunder. -3.9- ARTICLE IV ESTABLISHMENT OF FUNDS Section 4.01. Improvement Fund. (A) Establishment of Improvement Fund. The Improvement Fund is hereby established as a separate fund to be held by the Fiscal Agent. The Fiscal Agent shall deposit in the Improvement Fund on the Closing Date the amount required by Section 3.02(_DC,). Moneys in the Improvement Fund shall be held by the Fiscal Agent for the benefit of the City, and shall be disbursed, except as otherwise provided in subsection (D) of this Section, for the payment or reimbursement of costs of the Project. (B) Procedure for Disbursement. Disbursements from the Improvement Fund shall be made by the Fiscal Agent upon receipt of an Officer's Certificate, substantially in the form of Exhibit B hereto, which shall: (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made, the person to which the disbursement is to be paid and state that such disbursement is for a Project cost; and (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any Officers Certificate previously filed requesting disbursement. (C) Investment. Moneys in the Improvement Fund shall be invested and deposited in accordance with Section 6.01 hereof. Interest earnings and profits from such investment and deposit shall be retained in the Improvement Fund to be used for the purposes of such fund. (D) Closinq of Fund. Upon the filing of an Officer's Certificate stating that the Project has been completed and that all costs of the Project have been paid or are not required to be paid from the Improvement Fund, the Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Fund as directed in said Officer's Certificate (which directions shall be pursuant to the Resolution of Intention and to the provisions of Sections 10427 and 10427.1 of the Formation Act) and the Improvement Fund shall be closed. Section 4.02. Redemption Fund. (A) Establishment of Redemption Fund. The Redemption Fund is hereby established as a separate fund to be held by the Fiscal Agent to the credit of which deposits shall be made as required by Section 3.02(B), Section 4.03 and Section 5.01 hereof, and, if applicable, Section 4.01(D) hereof, and any other amounts required to be deposited therein by this Agreement or the Bond Law. Moneys in the Redemption Fund shall be held by the Fiscal Agent for the benefit of the City and the Owners of the Bonds, and shall be disbursed for the payment of the principal of and interest and any premium on, the Bonds and as otherwise provided below. -20- Within the Redemption Fund the Fiscal Agent shall establish the following subaccounts: (i) the Prepayment Subaccount into which shall be placed the proceeds of the prepayment of any Assessment and which Prepayment Account shall be administered in accordance with the provisions of Section 8767 of the Bond Law; and (ii) the Administrative Expense Subaccount into which shall be placed funds attributable to the administrative costs of prepayment of Assessments, any amounts collected pursuant to Sections 8682 and 8682.1 of the Bond Law, as further specified under Section 5.01(C) hereof, and transfers from the Costs of Issuance Fund pursuant to Section 4.04(B), which Administrative Expense Subaccount shall be administered as hereinafter provided. Whenever the Treasurer remits amounts to the Fiscal Agent for deposit to the Redemption Fund, the Treasurer shall include written instructions with respect to whether such amounts shall be deposited to the Redemption Fund, the Prepayment Subaccount or the Administrative Expense Subaccount. (B) Disbursements. (i) General. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Redemption Fund and pay to the Owners of the Bonds an amount equal to the principal of, and interest and any premium, then due and payable on the Bonds ........... ~ _,,, ................. ..... ~.~; ......... , ..... ~¢,.,~ ~,. ~..,.,~..,. ,~ ~,~/Av;~ If there are insufficient funds in the Redemption Fund to make the payments provided for in the first sentence of the first paragraph of this Section 4.02(B).(i)., the Fiscal Agent shall transfer from the Reserve Fund an amount necessary to sure such insufficiency (not to exceed the amount then on deposit in the Reserve Fund), and if, on any Interest Payment Date an insufficiency still exists, the Fiscal Agent shall apply the available funds in the manner provided in the Bond Law, as directed by the City in writing. Past due payments of principal and interest shall continue to bear interest at the rate of interest on the Bonds. In the event of any delinquency in payment of the Bonds, such delinquency shall be paid from the first available moneys arising from the collection of delinquent Assessments. (ii) Redemption of Bonds. Funds placed in the Prepayment Account of the Redemption Fund shall be disbursed therefrom by the Treasurer to the Fiscal Agent for the call and redemption of Bonds on the redemption date, and in the amounts as set forth in Section 2.03(A)(i) hereof. (iii) Payment of Administrative Expenses. Funds placed in the Administrative Expense Account of the Redemption Fund shall be remitted by the Fiscal Agent to the City upon receipt of an Officer's Certificate requesting a draw on amounts in such account, and shall be used by the City to pay the costs of the City in complying with the previsions of this Agreement and the administration of the Assessment District. (iv) Credits and Rebate. Any earnings on amounts in the Redemption Fund not required to be disbursed under Section 4,02(B) (i), (ii) and (iii) above, shall be credited against Debt Service or, in the sole discretion of the City, applied to the call and redemption or defeasance of Bonds; provided, however, -21- that before any such credit shall be made, such earnings shall be available for the payment of any rebate that may be owed under Section 5.15 hereof. (C) Investment. Moneys in the Redemption Fund shall be invested and deposited in accordance with Section 5.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Redemption Fund to be used for the purposes of such fund. Section 4.03. Reserve Fund. (A) Establishment of Fund. There is hereby established as a separate fund to be held by the Fiscal Agent the Reserve Fund, to the credit of which a deposit shall be made as required by Section 3.02(_CB) equal to the Reserve Requirement as of the Closing Date for the Bonds, and deposits shall be made as provided in Section 5.01. Moneys in the Reserve Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds as a reserve for the payment of principal of, and interest and any premium on, the Bonds and shall be subject to a lien in favor of the Owners of the Bends. (B) Use of Reserve Fund. Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Redemption Fund as necessary to pay the principal of and interest on the Bonds on any Interest Payment Date in the event of any deficiency at any time in the Redemption Fund of the amount then required for such purpose or, in accordance with the provisions of this Section, for the purpose of redeeming Bonds from the Bond Fund. (C) Transfer Due to Deficiency in Redemption Fund. Whenever transfer is made from the Reserve Fund to the Redemption Fund as necessary to pay the principal of and interest on the Bonds on any Interest Payment Date due to a deficiency in the Redemption Fund, the Fiscal Agent shall provide written notice thereof to the Treasurer, specifying the amount withdrawn. (D) Transfer of Excess of Reserve Requirement. Whenever, on the day prior to any Interest Payment Date, or on any other date at the request of the Treasurer, the amount in the Reserve Fund exceeds the Reserve Requirement, the Fiscal Agent shall provide written notice to the Treasurer of the amount of the excess and shall transfer an amount equal to the excess from the Reserve Fund to the Redemption Fund to be used for the payment of interest on the Bonds on the next Interest Payment Date in accordance with Section 4.02. (E) Transfer When Balance Exceeds Outstandinq Bonds. Whenever the balance in the Reserve Fund equals or exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Fiscal Agent shall upon the written direction of the Treasurer transfer the amount in the Reserve Fund to the Redemption Fund to be applied, on the next succeeding Interest Payment Date, to the payment and redemption, in accordance with Section 2.03(A)(i) and 4.02(B), as applicable, of all of the Outstanding Bonds. In the event that the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund shall be transferred to the City to be used for any lawful purpose of the City under the Bond Law. Notwithstanding the foregoing, no amounts shall be transferred from the Reserve Fund pursuant to this Section 4.03(E) until after (i) the calculation of any amounts due to the federal government pursuant to Section 5.15 following payment of the Bonds and withdrawal of any such amount from the Reserve Fund for purposes of making such payment to the federal government, and (ii) payment of any fees and expenses due to the Fiscal Agent. (F) Transfer Upon Assessment Prepayment. Whenever Assessments are prepaid and Bonds are to be redeemed with the proceeds of such prepayment pursuant to Section 4.02(B)(ii) and 2.03(A)(i) a proportionate amount in the Reserve Fund (determined on the basis of the Assessment to be prepaid, and the original amount of all of the Assessments) shall be transferred on the day prior to the redemption date by the Fiscal Agent to the Redemption Fund to be applied to the redemption of the Bonds pursuant to Section 2.03(A)(i). The Treasurer shall deliver to the Fiscal Agent an Officer's Certificate specifying any amount to be so transferred, and the Fiscal Agent may rely on any such Officer's Certificate. (G) Transfer to Pay Rebate. Amounts in the Reserve Fund may at any time be used, at the written direction of an Authorized Officer, for purposes of paying any rebate liability under Section 5.15. Section 4.04. Costs of Issuance Fund. (A) Establishment of Costs of Issuance Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Costs of Issuance Fund, to the credit of which a deposit shall be made as required by Section 3.02(A). Moneys in the Costs of Issuance Fund shall be held in trust by the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of Costs of Issuance. (B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance, as set forth in a requisition containing respective amounts to be paid to the designated payees, signed by the Treasurer and delivered to the Fiscal Agent concurrently with the delivery of the Bonds, or otherwise in an Officer's Certificate delivered to the Fiscal Agent after the Closing Date. The Fiscal Agent shall pay all Costs of Issuance after receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee pursuant to an Officer's Certificate requesting payment of Costs of Issuance. The Fiscal Agent shall maintain the Costs of Issuance Fund for a period of 90 days from the date of delivery of the Bonds and then shall transfer any moneys remaining therein, including any investment earnings thereon, to the Administrative Expense Subaccount of the Redemption Fund. (C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes of such fund. -23- ARTICLE V COVENANTS OF THE CITY Section 5.01. Collection of Assessments. The City shall comply with all requirements of the Formation Act, the Bond Law and this Agreement to assure the timely collection of the Assessments, including, without limitation, the enforcement of delinquent Assessments. Any funds received by the City in and for the Assessment District, including, but not limited to, collections of Assessments upon the secured tax rolls, collections of delinquent Assessments and penalties thereon, through foreclosure proceedings and the prepayment of Assessments or portions thereof, shall be immediately transferred to the Fiscal Agent for deposit into the Redemption Fund, except as otherwise provided below. To that end, the following shall apply: (A) The Assessments as set forth on the List of Unpaid Assessments on file with the Treasurer together with the interest thereto, shall be payable in annual series corresponding in number to the number of serial maturities of the Bonds issued. An annual proportion of each Assessment shall be payable in each year preceding the date of maturity of each of the several series of Bonds issued sufficient to pay the Bonds when due and such proportion of each Assessment coming due in any year, together with the annual interest thereon, shall be payable in the same manner and at the same time and in the same installments as the general taxes on real property are payable, and become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interests after delinquency as do the general taxes on real property. All sums received from the collection of the Assessments and of the interest and penalties thereon shall be transmitted by the City to the Fiscal Agent, to be placed in the Redemption Fund; provided that any prepayments of Assessments shall be placed in the Prepayment Subaccount established under and administered in accordance with Section 4.02(A)(i) hereof, and amounts representing the collection of delinquent assessments (whether by foreclosure or otherwise) shall, after deduction of the costs of collection, be transferred to the Redemption Fund only in the amount of any then delinquency in the payment of the principal of or interest on the Bonds and otherwise shall be transferred to the Fiscal Agent for deposit to the Reserve Fund. The Treasurer shall provide the Fiscal Agent with written instructions as to the disposition of any amounts remitted to the Fiscal Agent under this Section 5.01(A). (B) The Treasurer shall, before the final date on which the Auditor will accept the transmission of the Assessments for the parcels within the Assessment District for inclusion on the next tax roll, prepare or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to include the installments of the Assessments on the next secured tax roll. The Treasurer is hereby authorized to employ consultants to assist in computing the installments of the Assessments hereunder and in reconciling Assessments billed to amounts received as provided in subsection (C) of this Section 5.01. (C) The Assessments shall be payable and be collected in the same manner and at the same time and in the same installments as the general taxes on real property are payable, and 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 ad valorem taxes on real property. In addition to any amounts authorized pursuant to Section 8682 of the Bond Law to be included with the annual amounts of installments as aforesaid, the City, pursuant to Section 8682.1 of the Bond Law, may cause to be entered on the Assessment roll on which taxes will next become due, opposite each lot or parcel of land within the Assessment District in the manner set forth in said Section 8682, each lot's pro rata share of the estimated annual expenses of the City in connection with the administrative duties thereof for the Bonds, including, but not limited to, the costs of registration, authentication, transfer and compliance with the provisions of this Article V, which amounts shall be placed in the Administrative Expense Subaccount of the Redemption Fund under Section 4.02(A)(ii) hereof. Delinquent Assessments shall be subject to foreclosure pursuant to Section 5.02 hereof. (D) Notwithstanding the foregoing, the Assessments to be levied in Fiscal Year 2003-2004 may be levied by the City by hand bills delivered to the owners of property subject to the Assessments, with such hand bills delivered at least 30 days in advance of December 10, 2003 and April 10, 2004, with one-half of the Assessments due in such Fiscal Year on each of the two hand bills for each such property. Amounts so billed shall be due and payable on December 10, 2003 and April 10, 2004, respectively, and shall be subject to the same penalties and interest after delinquency as ad valorem taxes on real property, and shall be subject to foreclosure as provided in Section 5.02 hereof. Any Assessments to levied may include the amounts described in the second sentence of Section 5.01(C). Section 5.02. Foreclosure. The City hereby covenants with and for the benefit of the Owners of the Bonds that it will order, and cause to be commenced as hereinafter provided, and thereafter diligently prosecute an action in the superior court to foreclose the lien of any Assessment or installment thereof which has been billed, but has not been paid, pursuant to and as provided in Sections 8830 and 8835, inclusive of the Bond Law. The Treasurer shall notify the City Attorney of any such delinquency of which the Treasurer is aware, and the City Attorney shall commence, or cause to be commenced, such foreclosure proceedings. On or about February 15 and June 15 of each Fiscal Year, the Treasurer shall compare the amount of Assessments theretofore levied in the Assessment District to the amount of Assessments theretofore received by the City, and~ with respect to any,./^~., ..._...~._.~"'~"~'~'"-~ ..... ~""~ bj n... .......;~,~ ~ *~'" ~' ......... '~*~'""~""" *~'~* -,,. .... ~... parcel su ect to the Assessments in the Assessment District that is delinquent in the payment of Assessments. imthe-aggmgate · 'mc'--'nt cf $2,500 cr mcrc, th=n the Treasurer shall send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner within 45 days of such determination, and (if the delinquency remains uncured) foreclosure proceedings shall be commenced by the City within 90 days of such determination. ~'~-'~'"~"--*~"'~'-'- *h.. _..~ Acccccmcnt dc!!nqucncy. -25- The Treasurer and the City Attorney, as applicable, are hereby authorized to employ counsel to conduct any such foreclosure proceedings. Section 5.03. Punctual Payment. The City will punctually pay or cause to be paid the principal of and interest and any premium on, the Bonds when and as due in strict conformity with the terms of this Agreement and any Supplemental Agreement, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Agreement and all Supplemental Agreements and of the Bonds. Section 5.04. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the City shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the City, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have so extended or funded. Section 5.05. Against Encumbrance. The City will not encumber, pledge or place any charge or lien upon any of the unpaid Assessments or other amounts pledged to the Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds, except as permitted by this Agreement, the Formation Act or the Bond Law. The City shall not issue any additional bonds secured by the Assessments or any other assessments authorized under the Resolution of Intention. Section 5.06. Books and Accounts. The City will keep, or cause to be kept, proper books of record and accounts, separate from an other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the Redemption Fund, the Assessments and the application of amounts disbursed from the Improvement Fund. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Fiscal Agent and the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing. Section 5.07. Protection of Security and Rights of Owners. The City will preserve and protect the security of the Bonds and the rights of the Owners thereto, and will warrant and defend their rights to such security against all claims and demands of all persons. From and after the delivery of any of the Bonds by the City, the Bonds shall be incontestable by the City. Section 5.08. Completion of Project. The City will comply with all applicable provisions of the Formation Act and the Bond Law in completing the acquisition and construction of the Project; provided that the City shall have no obligation to advance any funds to complete the Project in excess of the amounts available therefor in the improvement Fund, except as otherwise specifically provided for in the Engineer's Report prepared pursuant to the Resolution of intention. Section 5.09. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the better assuring and confirming unto the Owners of the rights and benefits provided in this Agreement. -2.6- Section 5.10. Private Activity Bond Limitation. The City shall assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(b) of the Code. Section 5.11. Private Loan Financing Limitation. The City shall assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the pdvate loan financing test of section 141(c) of the Code. Section 5.12. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code. Section 5.13. No Arbitrage. The City shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the proceeds of the Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Bonds would have caused the Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. Section 5.14. Maintenance of Tax-Exemption. The City shall take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Bonds. Section 5.15. Rebate Requirement. The City shall take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, as applicable to the Bonds. The City may use investment earnings on amounts in the Redemption Fund or amounts on deposit in the Reserve Fund or the Administrative Expense Account within the Redemption Fund to satisfy any rebate liability to the federal government. Section 5.16. Continuing Disclosure, The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other prevision of this Agreement, failure of the City to comply with the Continuing Disclosure Agreement shall not be considered a default hereunder; however, any Participating Underwriter (as defined in the Continuing Disclosure Agreement) or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate to compel performance by the City of its obligations thereunder, including seeking mandate or specific performance by court order. -2.7- ARTICLE VI INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; LIABILITY OF THE CITY Section 6.01. Deposit and Investment of Moneys in Funds. Subject in all respects to the provisions of Section 6.02, moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent shall be invested by the Fiscal Agent in Authorized Investments, as directed pursuant to an Officer's Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. The following shall apply to such investments: (A) In the absence of any such Officer's Certificate, the Fiscal Agent shall invest any such moneys in Authorized Investments specified in clause (g) of the definition "Authorized Investments" in Section 1.03 hereof which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of this Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts; (B) The Fiscal Agent may act as principal or agent in the acquisition or disposition of any investment. The Fiscal Agent shall incur no liability for losses arising from any investments made pursuant to this Section. For purposes of determining the amount on deposit in any fund or account held hereunder, all Authorized Investments or investments credited to such fund or account shall be valued at the lesser of the cost thereof (excluding accrued interest and brokerage commissions, if any) or fair market value; (C) Investments in any and all funds and accounts may at the discretion of the Fiscal Agent be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent hereunder, provided that the Fiscal Agent shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Agreement; and (D) The Fiscal Agent shall sell, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and the Fiscal Agent shall not be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith. (E) 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. Amounts held by the Treasurer in the Redemption Fund may be invested in any lawful investment for City funds. Section 6.02. Liability of City. The City shall not incur any responsibility in respect of the Bonds or this Agreement other than in connection with the duties or obligations explicitly provided herein or in the Bonds. The City shall not be liable to any Owner in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions covenants or agreements of the Fiscal Agent herein or of any of the documents executed by the Fiscal Agent in connection with the Bonds, or as to the existence of a default thereunder. Under this Agreement, the following shall apply to the City: (A) In the absence of bad faith, the City, including the Treasurer, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this Agreement. The City, including the Treasurer, shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts other than to the extent of money improperly obtained or retained by the City; (B) No provision of this Agreement shall require the City to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to (i) imposing and collecting the Assessments and transferring amounts in the Redemption Fund to the Fiscal Agent, as required by Section 4.02 hereof; (ii) defending the validity of the Assessments and the Bonds and the proceedings related thereto; and (iii) the foreclosure proceedings for delinquent Assessments and the payment of fees and costs of the Fiscal Agent) in the performance of any of its obligations hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; (C) The City may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel, who may be the City Attorney, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith; (D) The City shall not be bound to recognize any person as the Owner of a Bond unless duly registered and until such Bond is submitted for inspection, if required, and his title thereto satisfactory established, if disputed; and (E) Whenever in the administration of its duties under this Agreement the City shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Fiscal Agent or other expert retained by the City for the purposes hereof, and such certificate shall be full warrant to the City for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable. -:29- Section 6.03. Employment of Agents by City. In order to perform its duties and obligations hereunder, the Treasurer may employ such persons or entities as he deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it with reasonable care and in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities. ARTICLE VII THE FISCAL AGENT Section 7.01. Appointment of Fiscal Agent. U.S. Bank National Association, at its office in Los Angeles, California, is hereby appointed Fiscal Agent for the Bonds. The Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent. With respect to the appointment of the Fiscal Agent, the following shall apply: (A) At any time and with or without cause, the City may (and at the written request of the Owners of fifty-one percent (51%) of the Outstanding Bonds shall) remove the Fiscal Agent initially appointed and any successor thereto, and may appoint a successor or successor's thereto, but any Fiscal Agent shall be a bank or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000) and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 7.01, combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (B) The Fiscal Agent may at any time resign by giving written notice to the City and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the City shall promptly appoint a successor Fiscal Agent, satisfying the requirements of Section 7.01(A) above, by an instrument in writing. Any resignation or removal of the Fiscal Agent shall become effective only upon acceptance of appointment by a successor Fiscal Agent. (C) If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section within forty-five (45) days after the Fiscal Agent shall have given to the City written notice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of its inability to act, the Fiscal Agent or any Bond Owner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent. (D) If, by reason of the judgment of any court, the Fiscal Agent is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Fiscal Agent hereunder shall be assumed by and vest in the Treasurer of the City in trust for the benefit of the Owners. The City covenants for the direct benefit of the Owners that its Treasurer in such case shall be vested with all of the rights and powers of the Fiscal Agent hereunder, and shall assume all of the responsibilities and perform all of the duties of the Fiscal Agent hereunder, in trust for the benefit of the Owners of the Bonds. (E) Any company into which a successor Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under the preceding paragraphs of this Section -3! - 7.01 shall be the successor to such Fiscal Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. The Fiscal Agent shall give the Treasurer written notice of any such succession hereunder. Section 7.02. Liability of Fiscal Agent. With respect to the liability of the Fiscal Agent, the following shall apply: (A) The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City, and the Fiscal Agent assumes no responsibility for the correctness of the same, makes no representations as to the validity or sufficiency of this Agreement or of the Bonds, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any official statement or other disclosure material prepared or distributed with respect to the issuance of the Bonds; (B) The Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. Except as provided above in this paragraph, Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to-any statements contained or matters referred to in any such instrument; (C) The Fiscal Agent shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts; (D) No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers; (E) The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; and (F) The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not the Fiscal Agent. -32- Section 7.03. Information; Books and Accounts. The Fiscal Agent shall provide to the City such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the City shall reasonably request, including but not limited to quarterly statements reporting funds held and transactions by the Fiscal Agent. The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete and correct entries shall be made of all transactions made by it relating to the payment of Debt Service on the Bonds and to the expenditure of amounts disbursed from the Improvement Fund and the Reserve Fund. Such books of record and accounts shall, upon reasonable notice, at all times during business hours on any Business Day be subject to the inspection of the City and the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing. Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may conclusively rely, without undertaking any investigation or inquiry, and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Fiscal Agent may consult with counsel, who may be counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond unless and until such person is the registered Owner of such Bond and such Bond is submitted for inspection, if required, and such Owner's title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed to be conclusively proved and established by a certificate of an Authorized Officer of the City, and such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. Section 7.05. Compensation; Indemnification. The City shall pay to the Fiscal Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of the Fiscal Agent's in house or other attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not have a lien therefor on any funds at any time held by it under this Agreement. The City further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent, its officers, employees, directors and agents harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligation of the City under this Section shall survive resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and discharge of this Agreement. -33- ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Section 8.01. Amendments Permitted. This Agreement and the rights and obligations of the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the Assessments superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Formation Act, the Bond Law, the Resolution of Issuance or the other laws of the State of California, and this Agreement), or reduce the percentage of Bonds required for the amendment hereof. No such amendment may modify any of the rights or increase any of the obligations of the Fiscal Agent (other than pursuant to Section 8.01(D)) without its written consent. This Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes: (A) to add to the covenants and agreements of the City in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (B) to make modifications not adversely affecting any outstanding series of Bonds in any material respect; (C) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the City may deem necessary or desirable and not inconsistent with this Agreement, and which shall not adversely affect the rights of the Owners of the Bonds; or (D) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Bonds. Section 8.02. Owners' Meetings. The City may at any time call a meeting of the Owners. In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting. Section 8.03. Procedure for Amendment with Written Consent of Owners. The City and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is not permitted by Section 8.01 hereof, to take effect when and as provided in this Section 8.03. With respect to such Supplemental Agreement under this Section 8.03, the following shall apply: (A) A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided; (B) Such Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section provided for has been mailed; and (C) After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Agreement, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of matters therein of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon the City and the Owners of all Bonds at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period. Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VIII; provided, however, that for the purposes of any vote, consent or other action or any calculation only Bonds which the Trustee knows to be so owned or held shall be disregarded. Upon request, the City shall specify to the Fiscal Agent those Bonds disqualified pursuant to this Section 8.04. Section 8.05. Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the City and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental -35- Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes. Section 8.06. Endorsement or Replacement of Bonds Issued After Amendment. The City may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon request of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the Principal Office of the Fiscal Agent or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such Owners' action, shall be prepared, executed and delivered. In that case, upon request of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds. Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds. -36- ARTICLE IX MISCELLANEOUS Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement, expressed or implied, is intended to give to any person other than the City, the Fiscal Agent and the Owners any right, remedy, claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent. Section 9,02. Successor is Deemed Included in All Reference to Predecessor, Whenever in this Agreement or any Supplemental Agreement either the City or the Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the City or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 9.03. Discharge of Agreement. If the City shall pay and discharge the entire indebtedness on all Bonds Outstanding in any one or more of the following ways: (A) by well and truly paying or causing to be paid the principal of and interest and any premium on, all Bonds Outstanding, as and when the same become due and payable; (B) by depositing with the Fiscal Agent, in trust, at or before maturity, money which, together with the amounts then on deposit in the Redemption Fund provided for in Section 4.02 and the Reserve Fund provided for in Section 4.03, is fully sufficient to pay all Bonds Outstanding, including all principal, interest and redemption premiums; or (C) by irrevocably depositing with the Fiscal Agent, in trust, cash and Federal Securities in such amount as the City shall determine, as confirmed by Bond Counsel or an independent certified public accountant, which will, together with the interest to accrue thereon and moneys then on deposit in the Redemption Fund provided for in Section 4.02 and the Reserve Fund provided for in Section 4.03, be fully sufficient to pay and discharge the indebtedness on all Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates; and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the City, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Assessments and other funds provided for in this Agreement and all other obligations of the City under this Agreement with respect to all Bonds Outstanding shall cease and terminate, except only the obligations of the City under Sections 5.10 through 5.15 hereof and the obligations of the City to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon and all amounts owing to the Fiscal Agent pursuant to Section 7.05 hereof. Notice of such election shall be filed with the Fiscal Agent. Any funds thereafter held by the Fiscal Agent which are not required for said purpose shall be paid over to the City to be used by the City as provided in the Formation Act and the Bond Law. Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request, declaration or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. The ownership of registered bonds and the amount, maturity, number and date of holding the same shall be proved by the registry books. Any consent request, declaration or other instrument or writing of the then registered Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Fiscal Agent in good faith and in accordance therewith. Section 9.05. Waiver of Personal Liability. No Councilmember, officer, agent or employee of the City shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 9.06. Notices to and Demand on City and Fiscal Agent. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent to or on the City may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the City with the Fiscal Agent) as follows: City of Temecula 43200 Business Park Drive Temecula, California 92590 Attention: Director of Finance Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the City to or on the Fiscal Agent may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Fiscal Agent with the City) as follows: U.S. Bank National Association 550 South Hope Street, Suite 500 Los Angeles, CA 90071 Attention: Corporate Trust Department Reference: Temecula/John Warner Section 9.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The City hereby declares that it would have adopted this Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or unenforceable. Section 9.08. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of the principal of, and the interest and any premium on, the Bonds which remains unclaimed for -38- two (2) years after the date when payments of principal, interest and any premium have become payable, shall be repaid by the Fiscal Agent to the City as its absolute property free from any trust, and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the City for the payment of the principal of, and interest and any premium on, such Bonds. Section 9.09. Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California. Section 9.10. Conflict with Bond Law or the Formation Act. In the event of a conflict between any provision of this Agreement with any provision of the Bond Law or the Formation Act, the provision of the Bond Law or the Formation Act shall prevail over the conflicting provision of this Agreement. Section 9.11. Conclusive Evidence of Regularity. Bonds issued pursuant to this Agreement shall constitute conclusive evidence of the regularity of ail proceedings under the Formation Act and the Bond Law relative to their issuance and the levy of the Assessments. Section 9.12. Payment on Business Day. In any case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Agreement is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the next succeeding day which is a Business Day with the same fome and effect as if made on the date required and no additional interest shall accrue from such Interest Payment Date until such Business Day. Section 9,13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the City has caused this Agreement to be executed in its name and the Fiscal Agent has caused this Agreement to be executed in its name, all as of the date first written above. CITY OF TEMECULA, CALIFORNIA By: Treasurer U.S. BANK NATIONAL ASSOCIATION, as Fiscal Agent 20002.05:J6809 By: Authorized Officer EXHIBIT A FORM OF BOND United States of America State of California County of Riverside NO, CITY OF TEMECULA ASSESSMENT DISTRICT NO. 03-04 (JOHN WARNER ROAD) LIMITED OBLIGATION IMPROVEMENT BONDS INTEREST RATE MATURITY DATE BOND DATE CUSIP NO. September 2, (~,teber-~September 1, 2003 REGISTERED OWNER: PRINCIPAL SUM: DOLLARS Under and by virtue of the Improvement Bond Act of 1915, Division 10 (commencing with Section 8500) of the California Streets and Highways Code and the Municipal Improvement Act of 1913, Division 12 of the California Streets and Highways Code (collectively, the "Act"), the City of Temecula, County of Riverside, State of California (the "City"), will, out of the redemption fund for the payment of the bonds issued upon the unpaid portion of Assessments more fully described in proceedings taken pursuant to Resolution of Intention No. 03-76 adopted by the City Council of the City on June 24, 2003, pay to the registered owner named above or registered assigns, on the maturity date stated above, the principal amount stated above, in lawful money of the United States of America and in like manner will pay interest from the interest payment date next preceding the date on which this bond is authenticated, unless this bond is authenticated and registered as of an interest payment date, in which event it shall bear interest from such interest payment date, or unless this bond is authenticated and registered prior to February 15, 2004, in which event it shall bear interest from the dated-Bond dDate above until payment of the principal amount shall have been discharged, at the interest rate per annum stated above, payable semiannually on March 2 and September 2 in each year commencing on March 2, 2004. Both the principal hereof and redemption premium hereon are payable upon surrender at the office of U.S. Bank National Association as authentication agent, fiscal agent, registrar and paying agent (the "Fiscal Agent"), in Los Angeles, California, or such other place as designated by the Fiscal Agent and the interest hereon is payable by check mailed by first class mail to the registered owner hereof on the respective Interest Payment Date at the owner's address as it appears on the records of the Fiscal Agent as of the 15th day immediately preceding each interest payment date (the "Record Date"), or by wire transfer made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds delivered to the Fiscal Agent prior to the applicable Record Date. This bond will continue to bear interest after maturity at the rate above stated; provided it is presented at maturity and payment thereof is refused upon the sole ground that there are not sufficient moneys in said redemption fund with which to pay same. If it is not presented at maturity, interest thereon will run until maturity. This bond is one of several annual series of bonds of like date, tenor, and effect, but differing in amounts, maturities and interest rates, issued by the City of Temecula under the Act, Resolution No. __ adopted by the City Council of the City on September ,2003, (the "Resolution of Issuance") and the Fiscal Agent Agreement for the purpose of financing certain improvements described in the proceedings, and is secured by a pledge of the moneys in said redemption fund, moneys in a reserve fund created for the Bonds, and by the unpaid portion of said Assessments made for the payment of the bonds, and, including principal and interest, is payable exclusively out of said sources. This bond is transferable by the registered owner hereof, in person or by the owner's attorney duly authorized in writing, at the office of the Agent, subject to the terms and conditions provided in the Resolution of Issuance and the Fiscal Agent Agreement, dated as of October 1, 2003 (the "Fiscal Agent Agreement") between the City and the Agent, including the payment of certain charges, if any, upon surrender and cancellation of this bond. Upon such transfer, a new registered bond or bonds, of any authorized denomination or denominations, of the same maturity, and for the same aggregate principal amount, will be issued to the transferee in exchange therefor. Bonds shall be registered only in the name of an individual (including joint owners), a corporation, a partnership, or a trust. Neither the City nor the Fiscal Agent shall be required to make such exchange or registration of transfer of bonds (i) fifteen days prior to the date established by the fiscal agent for selection of bonds for redemption, (ii) with respect to a bond after such bond has been selected for redemption, or (iii) between a record date for the bonds and the succeeding interest payment date. The City and the Fiscal Agent may treat the registered owner hereof as the absolute owner for all purposes, and the City and the Fiscal Agent shall not be affected by any notice to the contrary. This bond or any portion thereof may be redeemed and paid in advance of maturity upon the second day of March or September in any year by giving at least 30 days' notice to the registered owner hereof at the registered owner's address as it appears on the registration books of the Fiscal Agent and by paying principal and accrued interest together with a premium if any, in the amount specified in the Fiscal Agent Agreement. · 2 by A-2 The bonds are subject to refunding under the procedures of Division 11 (commencing with Section 9000) or Division 11.5 (commencing with Section 9500) of the Streets and Highways Code subject to the conditions set forth in the Fiscal Agent Agreement. This bond is a Limited Obligation Improvement Bond because, under the Resolution of Issuance and the Fiscal Agent Agreement, the City is not obligated to advance funds from the City treasury to cover any deficiency which may occur in the redemption fund for the bonds; however, the City is not prevented, in its sole discretion, from so advancing funds. This bond shall not be entitled to any benefit under the Act, the Resolution of Issuance and the Fiscal Agent Agreement, or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Fiscal Agent. A-3 IN WITNESS WHEREOF, said City of Temecula has caused this bond to be signed in facsimile by the Treasurer of said City and by its City Clerk, and has caused its corporate seal to be reproduced in facsimile hereon all as of the Bond d_Date above. CITY OF TEMECULA [SEAL] By:. Treasurer By: City Clerk ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM TEN ENT JT TEN - as tenants in common - as tenants by the entireties - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the bonds described in the within mentioned Resolution of Issuance and Fiscal Agent Agreement. Dated: October__, 2003 U.S. BANK NATIONAL ASSOCIATION, as Fiscal Agent By Authorized Signatory ^-5 FORM OF ASSIGNMENT For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within mentioned Bond and hereby irrevocably constitute(s) and appoint(s) , attorney, to transfer the same on the registration books of the Agent, with full power of substitution in the premises. Dated: Signature Guaranteed: Note Signature(s) must be guaranteed by an eligible guarantor. Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. EXHIBIT B CITY OF TEMECULA ASSESSMENT DISTRICT NO. 03-04 (JOHN WARNER ROAD) LIMITED OBLIGATION IMPROVEMENT BONDS OFFICER'S CERTIFICATE NO. __ REQUESTING DISBURSEMENT FROM IMPROVEMENT FUND The undersigned hereby states and certifies: (i) that I am the duly appointed, qualified and acting of the City of Temecula, a municipal corporation and a political subdivision of the State of California (the "City") and as such, am familiar with the facts herein certified and am authorized to certify the same; (ii) that I am an Authorized Officer, as such term is defined in that certain Fiscal Agent Agreement, dated as of October 1, 2003 (the "Fiscal Agent Agreement"), by and between the City and U.S. Bank National Association, as fiscal agent (the "Fiscal Agent"); (iii) that pursuant to Section 4.01(B) of the Fiscal Agent Agreement, the undersigned hereby requests and authorizes the Fiscal Agent to disburse from the Improvement Fund established under the Fiscal Agent Agreement to the payee(s) designated on Schedule A attached hereto and by this reference incorporated herein, the amount(s) set forth opposite such payee, for payment or reimbursement of previous payment of costs of the Project (as that term is defined in the Fiscal Agent Agreement) as described on attached Schedule A; and (iv) that no portion of the amount(s) now being requested to be disbursed was set forth in any Officer's Certificate requesting disbursement previously filed with the Treasurer. Dated: CITY Of TEMECULA By:. Authorized Officer SCHEDULE A Payee Name and Address Purpose of Obli,qation Amount B-2 MARKED TO SHOW CHANGES. (9/16/03) PRELIMINARY OFIqCIAL STATEMENT DATED SEPTEMBER ~, 2003 NEW ISSUE BOOK-ENTRY ONLY NOT RATED In the opinion of Quint & Thirnmig LLP, San Francisco, California, Bond Cotmsel, subject to certain qualifications described herein, under existing law, interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, 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. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See "CONCLUDING INFORMATION - Tax Mattes" herein. $. ** CITY OF TEMECULA ASSESSMENT DISTRICT NO. 03-04 (JOHN WARNER ROAD) LIMITED OBLIGATION IMPROVEMENT BONDS Dated: Da.~c cf D2!:.ve$-Septomber Ir 2003 Due: September 2, as shown below The City of Temecula Assessment District No. 034)4 0ohn Warner Road) Limited Obligation Improvement Bonds (the "Bonds") are being issued by the City of Temecula (the "City") pursuant to a Fiscal Agent Agreement, dated as of October 1, 2003 (the "Fiscal Agent Agreement"), by and between the City and U.S. Bank National Association, as fiscal agent (the "Fiscal Agent") to: ti) fimance a portion of the costs o1 certain road and drainage improvements of special benefit to property within the City's Assessment District No. 034:14 0olin Wamer Road) (the "District;'), (ii) pay costs related to the issuance of the Bonds, and (iii) make a deposit to a Reserve Fund for the Bonds. Assessments will be levied on real property in the District pursuant to the Municipal Improvement Act of 1913 (Division 12 of the California Streets and Highways Code) (the "1913 Act"). The Bonds are being issued pursuant to provisions of the Improvement Bond Act of 1915, being Division 10 of the California Streets and Highways Code (the "Bond Law"), and are secured by the unpaid assessments. Interest on the Bonds will be payable September 2 and March 2 of each year commencing March 2, 2004. ~I~e Bonds will be delivered as f~ll book-entq, bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York. The Depository Trust Company will act as securifies depository (the "Securities Depository") of the Bonds. Individual purchases of Bonds will be made in book-entry form only, in authorized denominations of $5,000 an any increment of $5,000 in excess thereof. Beneficial Owners (as defined herein) of Bonds will not receive physical certificates representing the Bonds purchase. Principal of and interest on the Bonds will be paid by the Fiscal Agent to the Securities Depository, which will in turn remit such principal and interest to its participants for subsequent disburseme~at to the Beneficial owners of the Bonds as described herein. See "THE BONDS - General" and APPENDIX E - THE BOOK ENTRY SYSTEM. To provide funds for payment of the Bonds and the interest thereon in the event of any delinquent assessment instaLLments, the City will estabhsh a Reserve Fund to be held by the Fiscal Agent and will deposit therein Bond proceeds in an amount equal to the irfitial Reserve Requirement. See "SECURITY FOR THE BONDS-Reserve Fund." Additionally, the City has covenanted to initiate judicial foreclosure in the event of a delinquency in the payment of assessments under certain circumstances set forth in the Fiscal Agent Agreement; however, the City has determmed not to obhgate itself to advance available funds from the City treasury to cure any deficiency or delinquency which may occur ~ the Redemption Fund by reason of the failure of a property owner to pay an assessment installment. The Bonds are subject to redemption, including redemption on any Interest Payment Date from prepayments of assessments, as described herein. See "THE BONDS-Redempfion Provisions.' THE BONDS ARE NOT A GENERAL OBLIGATION OF THE CITY OF TEMECULA, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY OF TEMECULA, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF 1S PLEDGED TO THE PAYMENT OF THE BONDS. This cover page contains certain informaLLon for general reference only. Prospecfive investors must read the entire Official Statement to obtain im%rmaBon essential to the making of an informed investment decision with respect to the Bonds. See the section of this Official Statement entitled "BONDOWNERS' RISKS" for a discussion of special risk factors that should be considered, in addition to the other matters set forth herein, in evaluating the investment quality of the Bonds. MATURITY SCHEDULE** Serial Bonds; CUSIP Prefix*: Matarity Date Principal Interest CUSIP Maturity Date (September 2) Amount Rate Yield Suffix* {September 2) 2004 2014 2005 2015 2006 2016 2(}07 2017 2008 2018 2009 2019 2010 2020 2011 2021 2012 2022 201__~3 2023 $. % Tern: ~ c:'.'d -due Ecpt~'".b~r 2, __ Pric'~' Principal Interest CUSIP Amount Rate Yield Suffix* CUSIP Nc. __ The Bonds are offered when, as and if issued, subject to the approval as to their legality by Quint & Thimmig LLP, San Frandsco, Califor~a, Bond Counsel, and certain other conditions. Certain legal matters will be passed on for the City by Richards, Watson & Gershon, Los Angeles, California, in its capacity as City Attorney, and by Quint & Thimmig LLP, San Francisco, California, in its capacity as Disclosure Counsel to the City. It is anticipated that the Bonds in book-entry form will be avaliable for delivery in New York, New York, on or about October ~ 2003. MARKED TO SHOW CHANGES. (9/f6/03) Dated: October ~, 2003 * Copyright 2003, American Bankers Assodat/on. CUSIP data herein is provided by Standard & Poor's CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. ** Preliminary, subject to change. This Official Statement is submitted in connection with the offer and sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. No dealer, broker, salesman or other person has been authorized by the City or the Underwriter to give any information or to make any representations other than those contained in this Official Statement in connection with the offering made hereby, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of facts. The information set forth herein has been obtained sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the City. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder, under any circumstances, shall create any implication that there has been no change in the affairs of any party described herein subsequent to the date as of which such information is presented. All summaries of the documents referred to in this Official Statement are made subject to the provisions of such documents, respectively, and do not purport to be complete statements of any or all of such provisions. The Underwriter has submitted the following statement for inclusion in this Official Statement: the Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the Federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. IN CONNECTION WITH THIS OFFICIAL STATEMENT, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PRI~VAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENTS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. When used in this Official Statement and in any continuing disclosure by the City, in any press release and in any oral statement made with the approval of an authorized officer of the City or any other entity described or referenced herein, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "forecast," "expect," "intend" and similar expressions identify "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and -i- unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. -ii- CITY OF TEMECULA MAYOR AND MEMBERS OF THE CITY COUNCIL Jeff Stone, Mayor Michael S. Naggar, Mayor Pro Tern Jeff Comerchero, Councilman Albert "Sam" Pratt, Councilmember Ron Roberts, Councilmember CITY STAFF Shawn Nelson, City Manager Genie Roberts, City Director of Finance and Treasurer William G. Hughes, P.E., Director of Public Works, City Engineer and Engineer of Work for the District Greg Butler, ~c~i~r Principal Engineer Mayra De La Torte, Z. zzlz~a~t Associate Engineer Susan Jones, City Clerk SPECIAL SERVICES City Attorney Richards, Watson & Gershon Los Angeles, California Bond and Disclosure Counsel Quint & Thimmig LLP San Francisco, California Underwriter Stone & Youngberg LLC Los Angeles, California Fiscal Agent U.S. Bank National Association Los Angeles, California [THIS PAGE INTENTIONALLY LEFT BLANK] -iv- TABLE OF CONTENTS INTRODUCTION .................................................... 1 General ................................................................... 1 Authority and Purpose ........................................ 1 Security for Bonds ................................................ 2 Form of Bonds ....................................................... 2 Payment of Interest .............................................. 3 Redemption ........................................................... 3 The Parcels ............................................................. 3 Property Values .................................................... 3 Tax Matters ............................................................ 4 Professionals Involved in the Offering .............. 4 Continuing Disclosure ......................................... 4 Bond Owner's Risks ............................................. 5 Limited Liability ................................................... 5 Other Information ................................................ 5 THE BONDS ............................................................. 6 General ................................................................... 6 Redemption Provisions ........................................ 7 No Additional Bonded Indebtedness of the District ............................................................. 8 Bonds Subject to Refunding ................................ 9 SECURITY FOR THE BONDS ................................ 9 General ................................................................... 9 Limited Obligation; No Required Advances from Available Surplus Funds ....... 10 Establishment of Funds and Accounts ............ 11 Investments ......................................................... 13 Priority of Lien .................................................... 13 Foreclosure Covenant ........................................ 13 Sales of Tax-Defaulted Property Generally..... 14 Delinquency Resulting in Ultimate or Temporary Default on Bonds ........................... 14 DEBT SERVICE SCHEDULE ................................ 16 ESTIMATED SOURCES AND USES OF FUNDS ..................................................................... 17 THE DISTRICT ....................................................... 17 General Description of the District ................... 17 Improvements to be Financed .......................... 20 Land Values ........................................................ 20 Direct and Overlapping Bonded Indebtedness ....................................................... 22 Integrated Financing District ............................ 23 BONDOWNERS' RISKS ........................................ 24 General ................................................................. 24 Collection of the Assessments .......................... 25 Risks Associates with Real Estate Secured Investments ......................................................... 26 Availability of Funds to Pay Delinquent Assessment Installments ................................... 26 Owner Not Obligated to Pay Bonds or Assessments ........................................................ 26 Land Values ........................................................ 27 Parity Taxes and Special Assessments ............ 27 Foreclosure .......................................................... 28 Concentration of Ownership ............................ 31 Limited City Obligation Upon Delinquency ........................................................ 31 Price Realized Upon Foreclosure ..................... 32 Refunding Bonds ................................................ 33 Hazardous Materials ......................................... 33 Geologic, Topographic and Climatic Conditions ........................................................... 34 Loss of Tax Exemption ......................................34 Limitations on Remedies ................................... 34 Secondary Markets and Prices ......................... 34 No Acceleration Provision ................................ 34 CONCLUDING INFORMATION ....................... 35 Legal Matters ...................................................... 35 Tax Matters ......................................................... 35 Absence of Litigation ......................................... 35 No Rating ............................................................ 36 Underwriting ...................................................... 36 Continuing Disclosure ....................................... 36 Miscellaneous ..................................................... 37 APPENDIX A APPENDIX B APPENDIX C APPENDIX D APPENDIX E APPENDIX F SUMMARY OF THE FISCAL AGENT AGREEMENT GENERAL INFORMATION CONCERNING THE CITY OF TEMECULA FORM OF CONTINUING DISCLOSURE CERTIFICATE FORM OF OPINION OF BOND COUNSEL THE BOOK ENTRY SYSTEM INFORMATION REGARDING THE PARCELS IN THE DISTRICT -V~ [insert Area Map here] -vi- OFFICIAL STATEMENT CITY OF TEMECULA ASSESSMENT DISTRICT NO. 03-04 (JOHN WARNER ROAD) LIMITED OBLIGATION IMPROVEMENT BONDS The purpose of this Official Statement, which includes the cover page and appendices hereto (the "Official Statement~'), is to provide certain information concerning the sale and issuance by the City of Temecula (the "City") of its City of Temecula Assessment District No 03- 04 (John Warner Road) Limited Obligation Improvement Bonds (the "Bonds"). Capitalized terms used in this Official Statement and not otherwise defined herein have the meanings given such terms in the Fiscal Agent Agreement identified below, some of which are set forth in Appendix A - SUMMARY OF THE FISCAL AGENT AGREEMENT. INTRODUCTION General This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement and such documents. The offering of the Bonds to potential investors is made only by means of the entire Official Statement. Authority and Purpose The City of Temecula Assessment District No. 03-04 (John Warner Road) (the "District") was formed by the City and the assessments were levied under the Municipal Improvement Act of 1913, being Division 12 of the California Streets and Highways Code (the "1913 Act"), and the Bonds are being issued pursuant to the Improvement Bond Act of 1915, being Division 10 of the California Streets and Highways Code (the "Bond Law"). See "THE DISTRICT - General Description of the District" herein. The Bonds are being issued pursuant to a resolution of the City Council of the City adopted on September 23, 2003, and in accordance with the provisions of a Fiscal Agent Agreement, dated as of October 1, 2003 (the "Fiscal Agent Agreement"), by and between the City and U.S. Bank National Association, as fiscal agent (the "Fiscal Agent"). The proceeds from the sale of the Bonds will be used to: (i) finance the costs of certain roadway and drainage improvements of special benefit to property within District (the "Improvements"), Preliminary, subject to change. -1- (ii) pay costs related to the issuance of the Bonds, and (iii) fund the Reserve Fund for the Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" and "THE DISTRICT" herein. Security for Bonds The interest on and principal of the Bonds are payable from the annual assessment installments on the parcels of real property within the District having unpaid assessments levied in the District (the "Assessments"). See "SECURITY FOR THE BONDS - General." There is also a Reserve Fund established under the Fiscal Agent Agreement in an amount equal to the Reserve Requirement. See "SECURITY FOR THE BONDS - Establishment of Funds and Accounts - Reserve Fund." The Assessments represent liens on the parcels within the District subject thereto; they do not, however, constitute a personal indebtedness of the respective owners of such parcels. See "BONDOWNERS' RISKS - General." Installments of the Assessments and interest thereon (the "Assessment Installments") which, along with certain investment earnings on funds held under the Fiscal Agent Agreement, are expected to be sufficient to pay the debt service on the Bonds, are to be included in the bills for ad valorem real property taxes mailed each year to the owners of parcels with unpaid Assessments by the Treasurer-Tax Collector of the County of Riverside (except that the first years' Assessment Installments will be collected by direct billing of the applicable landowners). The Assessment Installments and all moneys and securities from time to time held by the Fiscal Agent in certain specified funds and accounts under the Fiscal Agent Agreement are pledged to the payment of the principal and interest on the Bonds. See "SECURITY FOR THE BONDS - Establishment of Funds and Accounts." To provide funds for payment of the Bonds and the interest thereon in the event of a delinquency in the payment of Assessment installments, the City will establish a Reserve Fund for the Bonds and will deposit therein from the proceeds of the sale of the Bonds an amount in cash equal to the initial Reserve Requirement. Upon the occurrence of such a delinquency in the District, the Fiscal Agent is required to transfer the amount of the delinquency from the Reserve Fund into the Redemption Fund. See "SECURITY FOR THE BONDS - Establishment of Funds and Accounts - Reserve Fund." There is no assurance that funds will be available for this purpose; and if there are insufficient moneys in the Reserve Fund during the period of delinquency, a delay may occur in payments to the owners of the Bonds. No funds of the City other than the Reserve Fund will be available to cure any deficiency which may occur in the Redemption Fund. See "BONDOWNERS' RISKS." However, the City has covenanted that~ v:i,~.'~ c~rta~ c:~ceptions, in the event of a delinquency, it will order and cause to be commenced judicial foreclosure proceedings by the end of the fiscal year in which an Assessment Installment becomes delinquent. See "SECURITY FOR THE BONDS - Foreclosure Covenant." Form of Bonds The Bonds are being issued in fully registered form and will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, which will act as securities depository of the Bonds. Ownership interests in the Bonds may be purchased in book-entry form only in Authorized Denominations consisting (subject to certain exceptions related to redemption) of principal amounts of $5,000 or any integral multiple of $5,000 in excess thereof. See "THE BONDS - General" and APPENDIX E - THE BOOK ENTRY SYSTEM. So long as the Bonds are in book-entnd form only, all references in this Official Statement to the owners or holders of the Bonds shall mean DTC and not the Beneficial Owners of the Bonds. Payment of Interest Interest on the Bonds is payable semiannually on each March 2 and September 2, commencing March 2, 2004. See "THE BONDS - General." Redemption The Bonds are subject to redemption prior to maturity from ~.anda~ry zL~g ........ ~ (! ~' ....... c ~.~ n~-.~ --~,..; .... c~..~.~ 2 ~, from prepayments of Assessments, from the proceeds of refunding bonds and from any other available funds. Redemption may occur on any Interest Payment Date. See "THE BONDS - Redemption Provisions." The Parcels The District consists of 36 separate Riverside County Assessor's parcels located in a residential area of the City. Thirty-three of the parcels, in an area designated as Zone 1 of the District, front roads that are currently not paved, and it is expected that the District will provide funds to improve and pave the roads in Zone 1 and to construct certain drainage improvements for these parcels. Three of the parcels, in an area designated as Zone 2 of the District, front paved streets but are in need of additional drainage improvements, and the District will fund certain drainage improvements for these three parcels. 5.5~?, Twenty-two of the parcels are improved with single family dwellings. The parcels in Zone I of the District each have Assessments of $31,551.3927A25.2~, and the parcels in Zone 2 of the District each have Assessments of $27,399.6727,~6.06. Of the 36 parcels in the District, __ parcels have paid their respective Assessments in full prior to the issuance of the Bonds, so that only Assessments on the other __ parcels in the District are security for the repayment of the Bonds. Proceeds of the payment of Assessments received by the City prior to the issuance of the Bonds will be deposited in the Improvement Fund on the date of issuance of the Bonds. Property Values The Riverside County assessed value to Assessment lien ratio for __ of the __ parcels in the District that have not prepaid their Assessments was :1 or above, based on the County's secured tax roll as of January 1, 2003. __ of the parcels that have not prepaid their Assessments are reported to have a County assessed value to lien ratios of less than 3:1. Many of these parcels have been owned by the same owner for a number of years, and due to the limitations under Article XIII of the California Constitution on increases in property taxes and the consequent manner in which assessed values on property are only increased by a limited amount each year unless a change in ownership occurs, the current market value of these -3- parcels may be significantly in excess of their County assessed value. See "THE DISTRICT - Land Values" herein. The Assessments are levied separately on each County Assessor's parcel in the District, 'and the values of individual parcels may vary significantly from those of other parcels. In particular, certain of the parcels in the District have not yet been developed and are, therefore, less valuable than the developed parcels in the District. Also, assessed values may not reflect the true value of the parcels because of the manner in which assessed values are determined and maintained by the County of Riverside. See "BONDOWNERS' RISKS" herein for a discussion of various circumstances that could adversely affect the value of the parcels in the District. See also "THE DISTRICT" herein. See "SPECIAL RISK FACTORS" herein for a discussion of various circumstances that could adversely affect the value of the parcels in the District. See also "THE DISTRICT - Land Values." Tax Matters In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel under existing laws, regulations, rulings and court decisions, the interest on the Bonds is exempt from personal income taxes of the State of California and, assuming compliance with certain covenants described in this Official Statement, is excluded from gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax. A copy of the form of opinion of Bond Counsel is set forth in Appendix D hereto. For a more complete discussion of Bond Counsel's opinion and certain other tax consequences incident to the ownership of the Bonds, including certain exceptions to the tax treatment of interest, see "CONCLUDING INFORMATION - Tax Matters." Professionals Involved in the Offering U.S. Bank National Association will act as Fiscal Agent under the Fiscal Agent Agreement and as the initial dissemination agent under the Continuing Disclosure Certificate described below. All proceedings in connection with the issuance and delivery of the Bonds are subject to the approval of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, and subject to certain other conditions. The City's Director of Public Works and City Engineer, acted as the Engineer of Work for the District. Certain legal matters will be passed upon for the City by Richards, Watson & Gershon, Los Angeles, California, in its capacity as City Attorney. Certain legal matters will be passed upon for the City by Quint & Thimmig LLP, San Francisco, California, in its capacity as Disclosure Counsel to the City. Payment of the fees and expenses of Bond Counsel and Disclosure Counsel is contingent upoli the sale and issuance of the Bonds. Continuing Disclosure The City has agreed to provide, or cause to be provided, to each nationally recognized municipal securities information repository and any public or private repository or entity designated by the State as a state repository for purposes of Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission (each, a "Repository") certain information and notice of certain material events. See "CONCLUDING INFORMATION - Continuing Disclosure" herein, and APPENDIX C - FORM OF CONTINUING DISCLOSURE CERTIFICATE, for a description of the specific nature of the annual reports and notices of material events to be provided. Bond Owner's Risks Certain events could affect the availability of funds sufficient to pay the principal of and interest on the Bonds when due. See the section of this Official Statement entitled "BONDOWNERS' RISKS" for a discussion of certain factors which should be considered, in addition to other matters set forth herein, in evaluating an investment in the Bonds. The Bonds are not rated by any nationally recognized rating agency. Limited Liability As authorized by the Bond Law, the City has determined not to obligate itself to advance available funds from the City treasury to cure any deficiency or delinquency which may occur in the Redemption Fund created and held by the City by reason of the failure of a property owner to pay an Assessment Installment. The Bonds are not an obhgation of the State of Califomia (the "State") or any of its pohtical subdivisions, other than the City to the bruited extent set forth in the Indenture, and neither the City nor the State or any of its political subdivisions has pledged its full faith and credit for the payment of the Bonds. Other Information This Official Statement speaks only as of its date, and the information contained herein is subject to change. Brief descriptions of the Bonds and the Fiscal Agent Agreement are included in this Official Statement. Such descriptions and information do not purport to be comprehensive or definitive. All references herein to the Fiscal Agent Agreement, the Bonds and the laws of the State as well as the proceedings of the City are qualified in their entirety by reference to such documents, laws and proceedings, and with respect to the Bonds, by reference to the form thereof included in the Fiscal Agent Agreement. Unless the context clearly requires otherwise, capitalized terms not otherwise defined herein shall have the meanings set forth in the Fiscal Agent Agreement. Copies of the Fiscal Agent Agreement, and the resolutions and other documents described or referred to herein may be obtained from the City. The City's address for such purpose is: City of Temecula, 43174 Business Park Drive, Temecula, California 92590, Attention: Director of Finance. The City may charge for duplication and mailing in response to requests for documents. -5- THEBOND$ General The Bonds will be dated khc da~c cf dc!ivcry ~hcrccf September If 2003 and will bear interest at the respective rates per annum and mature on September 2 of the respective years and in the amounts set forth on the cover page hereof. Interest on the Bonds shall be paid in lawful money of the United States of America on March 2 and September 2 of each year (each, an "interest payment date"), commencing March 2, 2004, by check of the Fiscal Agent mailed by first-class mail, postage prepaid, on each interest payment date to the registered owners thereof at the owner's addresses as they appear on the Fiscal Agenfs books of registration as of the close of business on the 15th day of the month immediately preceding said interest payment date regardless of whether such day is a business day (the "Record Date") or by wire transfer to an account in the United States of America made on an interest payment date upon written instructions received by the Fiscal Agent on or before the Record Date from an owner of $1,000,000 or more in aggregate principal amount of Bonds. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Bond Date; provided, however, that if at the time of authentication of a Bond, interest is in default thereon, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. The principal of, and any premium due on the redemption of the Bonds, shall be payable in lawful money of the United States of America upon surrender thereof at the Principal Office of the Fiscal Agent. The Bonds, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC,' together with any successor securities depository, the "Securities Depository"). DTC will act as Securities Depository for the Bonds so purchased. Individual purchases will be made only in book-entry form. Purchasers will not receive physical certificates representing their beneficial ownership interest in the Bonds. So long as the Bonds are registered in the name of Cede & Co., payment of the principal of, premium, if any, and interest on the Bonds will be payable to DTC or its nominee. DTC in turn will remit such payments to DTC Participants for subsequent disbursement to the Beneficial Owners. See APPENDIX E - THE BOOK ENTRY SYSTEM. So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the owners shall mean Cede & Co., and shall not mean the purchasers or Beneficial Owners of the Bonds. -6- Redemption Provisions Redemption of Bonds. The Bonds may be redeemed and paid in advance of maturity, in whole or in part, on any Interest Payment Date in any year by giving at least 30 days notice to the Owner thereof in accordance with the Bond Law and by paying the principal amount thereof, plus interest to the date of redemption, unless sooner surrendered, in which event said interest will be paid to the date of payment, together with a redemption premium of expressed as a percentage of the principal amount of Bonds being redeemed, as follows: Redemption Dates Any Interest Payment Date from March 2, 2004 to and including March 2, 2009.___~ September 2, 2009__~ and any Interest Payment Date thereafter Redemption Premium 102% 100 See "THE DISTRICT - Integrated Financing District" for disclosure regarding an integrated financing district which could result in a redemption of Bonds prior to maturity. Pr:mcipa! Amcvmt to bc Redeemed Selection of Bonds for Redemption. If less than all of the outstanding Bonds are to be redeemed, the Fiscal Agent shall select the Bonds to be redeemed in authorized denominations in such a way that the ratio of outstanding Bonds to issued Bonds shall be approximately the same for each annual maturity insofar as possible, and the Fiscal Agent will select the Bonds of each maturity to be redeemed by lot. -7- Purchase of Bonds in heu of Redemption. In heu of payment at maturity or redemption under the Fiscal Agent Agreement, monies in the Redemption Fund may be used and withdrawn by the Fiscal Agent for purchase of outstandIng Bonds, upon the filing with the Fiscal Agent an Officer's Certificate of the City requesting such purchase, at public or private sale as and when, and at such prices (IncludIng brokerage and other charges) as such Officer's Certificate may provide, but In no event may Bonds be purchased at a price in excess of the principal amount thereof, the premium, if any, pins interest accrued to the date of maturity or redemption that would otherwise be payable. Notice of Redemption. The Fiscal Agent shall cause notice of any redemption to be mailed as provided In the Fiscal Agent Agreement at least 30 days prior to the date of redemption, to the respective Owners of any Bonds designated for redemption, at their addresses appearing on the Bond Register in the Principal Office of the Fiscal Agent, to the Original Purchaser, to the Securities Depositories and to one or more Information Services; provided that the failure to so mail or of any person or entity to receive any such notice, or any defect in any notice of redemption, shall not affect the validity of the proceedings for the redemption of such Bonds. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the Bond numbers of the Bonds to be redeemed by giving the Individual Bond number of each Bond to be redeemed or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption, shall state as to any Bond called In part the prIncipal amount thereof to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such Bonds, or the portion thereof to be redeemed, will not accrue from and after the redemption date. So long as the Bonds are held In book-entry only form, notice of redemption will be mailed by the Fiscal Agent only to DTC and not to the Beneficial Owners (as defined in Appendix E) of Bonds under the DTC book-entry only system. Neither the City nor the Fiscal Agent is responsible for notifyIng the Beneficial Owners, who are to be notified In accordance with the procedures in effect for the DTC book-entry system. See APPENDIX E - THE BOOK ENTRY SYSTEM. Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the prIncipal of, and interest and any premium on, the Bonds so called for redemption shall have been deposited in the Redemption Fund on the date fixed for redemption, such Bonds so called shall cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date. No Additional Bonded Indebtedness of the District The Bonds represent the entire amount of the unpaid Assessments of the District levied against property within the District. Bonds Subject to Refunding The Bonds are subject to refunding pursuant to Division 11 or 11.5 of the Streets and Highways Code of the State of California. Under either of those Divisions, the City may issue refunding bonds for the purpose of redeeming the Bonds. Division 11.5 provides that the City may issue and sell refunding bonds without giving notice to and conducting a hearing for the owners of property in the Assessmment District, or giving notice to the owners of the Bonds, if the City Council finds that: (a) each estimated annual installment of principal and interest on the reassessment to secure the refunding bonds is less than the corresponding annual installment of principal and interest on the portion of the original assessment being superseded and supplanted by the same percentage for all subdivisions of land within the District, and any amount added to the annual installments on the reassessment due to a delinquency in payment on the original assessment need not be considered in this calculation; (b) the number of years to maturity of all refunding bonds is not more than the number of years to the last maturity of the Bonds; and (c) the principal amount of the reassessment on each subdivision of land within the District is less than the unpaid principal amount of the portion of the original assessment being superseded and supplanted by the same percentage for each subdivision of land within the District, and any amount added to a reassessment because of a delinquency in payment on the original assessment need not be considered in this calculation. Upon issuing refunding bonds, the City Council could require that the Bonds be exchanged for refunding bonds on any basis which the City Council determines is for the City's benefit, if the Bondowners consent to the exchange. As an alternative to exchanging the refunding bonds for the Bonds, the City could sell the refunding bonds and use the proceeds to pay the principal of and interest and redemption premium, if any, on the Bonds as they become due, or advance the maturity of the Bonds and pay the principal of and interest and redemption premium thereon. See "THE BONDS - Redemption Provisions - Redemption of Bonds." SECURITY FOR THE BONDS General The Bonds are secured by a first pledge under the Fiscal Agent Agreement of all of the Assessments and all moneys deposited in the Redemption Fund and the Reserve Fund. The Assessments and all moneys deposited into said funds (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Bond Law until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set -9- aside irrevocably for that purpose in accordance with the defeasance provisions of the Fiscal Agent Agreement. Amounts in the Improvement Fund and the Costs of Issuance Fund are not pledged to the repayment of the Bonds. The Project financed with the proceeds of the Bonds is not in any way pledged to pay the Debt Service on the Bonds. Unpaid Assessments do not constitute a personal indebtedness of the owners of the parcels within the District and the owners have made no commitment to pay the principal of or interest on the Bonds or to support payment of the Bonds in any manner. In the event of delinquency, proceedings may be conducted only against the real property securing the delinquent Assessment. Thus, the value of the real property within the District is a critical factor in determining the investment quality of the Bonds. A summary of land values of the parcels within the District is set forth under the heading "THE DISTRICT - Land Values" below. The unpaid Assessments are not required to be paid upon sale of property within the District. There is no assurance the property owners will be able to pay the Assessment Installments or that they will pay the Assessment Installments even though financially able to do so. See "BONDOWNERS' RISKS." The unpaid Assessments are collected in semi-annual installments, together with interest on the declining balances, on the tax roll on which general ad valorem taxes on real property are collected (other than the levy in Fiscal Year 2003-2004, which will be made by direct billing by the City of the affected landowners in the District), and are payable and become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do general ad valorem taxes, and the properties upon which the Assessments are levied are subject to the same provisions for sale and redemption as are properties for nonpayment of general ad valorem taxes. The Assessments may be prepaid in whole or in part at any time by the property owners in the District. Any such prepayment will result in a redemption of the Bonds prior to maturity. See "THE BONDS - Redemption Provisions." If only Assessments on parcels with high value to lien ratios are prepaid, the credit quality of the Bonds that remain outstanding and are secured by unpaid Assessments on parcels with lower value to lien ratios could deteriorate. See "BONDOWNERS' RISKS" herein. The Assessments securing the Bonds have been allocated among the parcels within the District in proportion to the special benefits to be received from the improvements to be financed by the District. The Assessment for each parcel was determined by the Engineer of Work for the District, the City's Director of Public Works and City Engineer, who determined that the parcels within each Zone of the District (Zone 1 provided for street and drainage improvements and Zone 2 provided for only drainage improvements), received approximately equal benefit, so that all parcels within each Zone have the same Assessment as all other parcels in the same Zone. Reference is made to the Assessment Engineer's Report on file with the City for a full discussion of the manner in which the Assessments were determined. Limited Obligation; No Required Advances from Available Surplus Funds The Bonds are limited obligation improvements bonds under the Bond Law. Notwithstanding any other provision of the Fiscal Agent Agreement, the City is not obligated to -10- advance available surplus funds from the City treasury to cure any deficiency in the Redemption Fund or the Reserve Fund. The Bonds are not an obligation of the City (except to the limited extent set forth in the Fiscal Agent Agreement), the State or any of its political subdivisions, and neither the faith and credit nor the taxing power of the City, the State of California or any political subdivision thereof is pledged to the payment of the Bonds. Establishment of Funds and Accounts For administering the proceeds of the sale of Bonds and payment of interest and principal on the Bonds, the following funds and accounts will be established pursuant to the Fiscal Agent Agreement: Improvement Fund. Except for deposits to the Reserve Fund~ the Redemption Fund (being an amount equal to the accrued interest on the Bonds as of the date of issuance of the Bonds), and the Costs of Issuance Fund as provided in the Fiscal Agent Agreement, proceeds of sale of the Bonds will be deposited in the Improvement Fund to be maintained by the Fiscal Agent. The monies in the Improvement Fund shall be used only for the payment of costs of the Project, as that term is defined in the Fiscal Agent Agreement. "Project" is so defined to mean the acquisitions and improvements authorized to be financed in the assessment proceedings, which are more particularly described in the Assessment Engineer's Report for the Assessment District on file with the City, as it may be amended from time to time pursuant to the Municipal Improvement Act of 1913. Upon completion of the acquisition and construction of the Project, any surplus in the Improvement Fund shall be utilized or distributed as directed in writing by the City and authorized by the Act. Amounts in the Improvement Fund are not pledged as security for the Bonds. Redemption Fund. The Fiscal Agent is directed in the Fiscal Agent Agreement to keep the Redemption Fund into which shall be placed (i) the accrued interest on the Bonds as of the date of issuance of the Bonds, (ii) amounts received from the collection of the Assessments, and (iii.) any surplus in the Improvement Fund to the extent directed by the City for deposit to the Redemption Fund. Within the Redemption Fund the Fiscal Agent shall establish the following subaccounts: (i) the Prepayment Subaccount into which shall be placed the proceeds of the prepayment of any Assessment and which Prepayment Account shall be administered in accordance with the provisions of Section 8767 of the Bond Law; and (ii) the Admirfistrative Expense Subaccount into which shall be placed funds attributable to the administrative costs of prepayment of Assessments, as further specified in the Fiscal Agent Agreement, which Administrative Expense Subaccount shall be administered as provided in the Fiscal Agent Agreement. Except for certain amounts received upon the collection of delinquent Assessments to be deposited to the Reserve Fund, the City shall transfer or cause to be transferred to the Fiscal Agent for deposit to the Redemption Fund all sums received from the collection of the Assessments and any interest thereon and all sums received for the partial or full prepayment of Assessments as required by Streets and Highways Code Section 8767. -11- Principal of and interest on the Bonds will be paid by the Fiscal Agent from amounts on deposit in the Redemption Fund. Under no circumstances will the Bonds or interest thereon be paid out of any other fund except for the Redemption Fund. Reserve Fund. The Fiscal Agent will establish and maintain a fund under the Fiscal Agent Agreement designated as the Reserve Fund. The Reserve Fund shall be initially funded from a portion of the Bond proceeds in an amount specified in the Fiscal Agent Agreement. The Fiscal Agent will also deposit in the Reserve Fund funds transferred to the Fiscal Agent from the City which represent the proceeds of (i) payments made to redeem delinquent Assessment installments, or (ii) the judicial foreclosure sale of parcels with delinquent Assessment Installments, all as provided in the Fiscal Agent Agreement. Monies in the Reserve Fund will be applied, under the terms of the Fiscal Agent Agreement, as follows: (a) Amounts in the Reserve Fund will be transferred by the Fiscal Agent to the Treasurer for deposit to the Redemption Fund if there are insufficient monies in the Redemption Fund to pay principal of and interest on the Bonds when due. There is no assurance that funds will be available in the Reserve Fund for this purpose and if, during the period of delinquency, there are insufficient funds in the Reserve Fund, a delay may occur in payments to the Bondowners or there may be insufficient funds to make such payments. If there are additional delinquencies after exhaustion of funds in the Reserve Fund, the City has no direct or contingent liability to transfer into the Redemption Fund the amount of delinquency out of any other available monies of the City. Amounts transferred from the Reserve Fund to the Redemption Fund will be repaid to the Reserve Fund from proceeds from the redemption or foreclosure of property with respect to wlxich an Assessment is unpaid and from payments of the delinquent Assessments. (b) Interest earned on the permitted investment of monies on deposit in the Reserve Fund will remain in the Reserve Fund to the extent required to maintain the Reserve Fund at the Reserve Requirement. On the fifteenth day prior to each Interest Payment Date, any amount on deposit in the Reserve Fund in excess of the "Reserve Requirement" will be transferred from the Reserve Fund to the Redemption Fund and credited to the unpaid Assessment installments. "Reserve Requirement" means the least of (i) maximum annual debt service on the outstanding Bonds, (ii) 125% of the average annual debt service on the outstanding Bonds, or (iii) 10% of the then outstanding principal amount of the Bonds. (c) Whenever monies in the Reserve Fund are sufficient to retire all of the Bonds outstanding, plus accrued interest thereon, such money shall be transferred to the Redemption Fund. (d) In the event an Assessment is prepaid in cash, the City shall credit the prepaid Assessment with a proportionate share of the Reserve Fund and transfer an amount equal to such credit to the Redemption Fund to be utilized for the advance retirement of Bonds. (e) Amounts in the Reserve Fund may be used at any time to pay any rebate Liability due to the federal government. Investments Moneys held in any of fund or account estabLished under the Fiscal Agent Agreement will be invested at the written direction of the Treasurer of the City only in Authorized Investments, as defined in the Fiscal Agent Agreement. ObLigations purchased as investments of monies in any of the funds in which investments are authorized are at all times part of such funds. Priority of Lien The Assessments and each installment thereof and any interest an penalties thereon constitutes a Lien against each parcel on which it was imposed until the same is paid. Such lien is subordinate to all fixed special assessment Lien previously imposed upon the same property, but has priority over all private Liens, including the lien of any mortgage or deed of trust, and over all fixed special assessment liens which may thereafter be created against the property. Such lien is co-equal to and independent of the lien for general property taxes and liens previously or subsequently imposed pursuant to the Mello-Roos Community Facilities Act of 1982. The City is not aware of any fixed assessment Lien or special tax lien on the parcels in the District that is superior to or on a parity with the lien of the Assessments. See, however, "THE DISTRICT - Direct and Overlapping Bonded Indebtedness" and "BONDOWNERS' RISKS - Parity Taxes and Special Assessments" herein. Foreclosure Covenant The City has covenanted in the Fiscal Agent Agreement that, on or about February 15 and June 15 of each Fiscal Year, the Treasurer shall compare the amount of Assessments theretofore levied in the Assessment District to the amount of Assessments theretofore received by the City, and~ with respect to any ~.~.~.~.,~1 an;'. ~°;--~.~.~ parcel subject to the Assessments in the Assessment District that is delinquent in the payment of Assessments ;, m ........ · ........ ~ ~ ¢~ ~nn ......... ~t.~ the T sh 11 send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner within 45 days of such determination, and (if the delinquency remains uncured) foreclosure proceedings shall be commenced by the City within 90 days of such -13- Upon the redemption or sale of the real property responsible for any such delinquent Assessment Installment, the City will apply the net proceeds thereof (after deduction for costs of collection) to: (a) deposit to the Redemption Fund an amount equal to any then delinquency in the payment of the principal of or interest on the Bonds, and (ii) the balance, if any, to the Reserve Fund. Sales of Tax-Defaulted Property Generally Property securing delinquent Assessment installments which is not sold pursuant to the judicial foreclosure proceedings described above may be sold, subject to redemption by the property owner, in the same manner and to the same extent as real property sold for nonpayment of general County property taxes. On or before June 30 of the year in which such delinquency occurs, the property becomes tax-defaulted. This initiates a five-year period during which the property owner may redeem the property. At the end of the five-year period the property becomes subject to sale by the County Treasurer and Tax Collector. Except in certain circumstances, as provided in the Bond Law, the purchaser at any such sale takes such property subject to all unpaid Assessments, interest and penalties, costs, fees and other charges which are not satisfied by application of the sales proceeds and subject to all public improvement Assessments which may have priority. See "SECURITY FOR THE BONDS - Foreclosure Covenant" for the circumstances under which the City is required to take action to foreclose the hen of delinquent Assessments. Delinquency Resulting in Ultimate or Temporary Default on Bonds If a temporary deficiency occurs in the Redemption Fund with which to pay Bonds which have matured, past due interest or the principal and interest on Bonds coming due during the current tax year, but it does not appear to the Treasurer that there will be an ultimate loss to the Bondholders, the Treasurer shall, pursuant to the Bond Law, pay the principal of Bonds which have matured as presented and make interest payments on the Bonds when due as long as there are available funds in the Redemption Fund, in the following order of priority: (1) All matured interest payments shall be made before the principal of any Bonds is paid. (2) Interest on Bonds of earlier maturity shall be paid before interest on Bonds of later maturity. (3) Within a single maturity, interest on lower-numbered Bonds shall be paid before interest on higher-numbered Bonds. (4) The principal of Bonds shall be paid in the order in which the Bonds are presented for payment. Any Bond which is presented but not paid shall be assigned a serial number according to the order of presentment and shall be returned to the Bondholder. When funds become available for the payment of any Bond which was not paid upon presentment, the Treasurer shall nofffy the registered owner of such Bond by registered mail to present the Bond for payment. If the Bond is not presented for payment within ten (10) days after the mailing of the notice, interest shall cease to run on the Bond. If it appears to the Treasurer that there is a danger of an ultimate loss accruing to the Bondholders for any reason, he or she is required pursuant to the Bond Law to withhold payment on all matured Bonds and interest on all Bonds and report the facts to the City Council so that the City Council may take proper action to equitably protect all Bondholders. Upon the receipt of such notification from the Treasurer, the City Council is required to fix a date for a hearing upon such notice. At the hearing the City Council shall determine whether in its judgment there will ultimately be insufficient money in the Redemption Fund to pay the principal of the unpaid Bonds and interest thereon. If the City Council determines that in its judgment there will ultimately be a shortage in the Redemption Fund to pay the principal of the unpaid Bonds and interest thereon (an "Ultimate Default"), the City Council shall direct the Treasurer to pay to the owners of all outstanding and unpaid Bonds such proportion thereof as the amount of funds on hand in the Redemption Fund bears to the total amount of the unpaid principal of the Bonds and interest which has accrued or will accrue thereon. Similar proportionate payments shall thereafter be made periodically as monies come into the Redemption Fund. Upon the determination by the City Council that an Ultimate Default will occur, the Treasurer shall notify all Bondholders to surrender their Bonds to the Treasurer for cancellation. Upon cancellation of the Bonds, the Bondholder shall be credited with the principal amount of the Bond so canceled. The Treasurer shall then pay by warrant the proportionate amount of principal and accrued interest due on the Bonds of each Bondholder as may be available from time to time out of the money in the Redemption Fund. Interest shall cease on principal payments made from the date of such payment, but interest shall continue to accrue on the unpaid principal at the rate specified on the Bonds until payment thereof is made. No premiums shall be paid on payments of principal on Bonds made in advance of the maturity date thereon. If Bonds are not surrendered for registration and payment, the Treasurer shall give notice to the Bondholder by registered mail, at the Bondholder's last address as shown on the registration books maintained by the Registrar, of the amount available for payment. Interest on such amount shall cease as of ten days from the date of mailIng of such notice. If the City Council determines that in its judgment there will not be an Ultimate Default, it shall direct the Treasurer to pay matured Bonds and interest as long as there is available money In the Redemption Fund. -15- DEBT SERVICE SCHEDULE The table below sets forth the scheduled annual debt service payments on the Bonds, assuming no redemption of the Bonds prior to their respective maturities :~':ccFt r:~:~m.?~n: Year Ending September 2 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2027 Totals Principal*- Interest Total -16- ESTIMATED SOURCES AND USES OF FUNDS The estimated sources and uses of the proceeds of the Bonds are set forth below. Estimated Sources of Funds Principal Amount of the Bonds Plus: Accrued interest Less: Underwriter's Discount Total Sources of Funds Estimated Uses of Funds Deposit to Improvement Fund(l) Deposit to Reserve Fund(2) Deposit to Costs of Issuance Fund(3) Deposit to Redemption Fund(4) Total Uses of Funds (1) To be used to pay costs of the improvements to be financed by the District. (2) Equal to the initial Reserve Requirement. See "SECURITY FOR THE BONDS - Establishment of Funds and Accounts - Reserve Fund." (3) To be used to pay costs of issuance of the Bonds. Costs of issuance include Bond Counsel and Disclosure Counsel fees and expenses, Fiscal Agent fees, printing costs and other costs of issuance. (4) Equal to accrued interest on the Bonds from September 1~ 2003 to the date of issuauce of the Bonds. THE DISTRICT General Description of the District The District is a special assessment district formed by the City Council under the 1913 Act under proceedings taken pursuant to a resolution of intention adopted by the City Council on June 24, 2003 for the purpose of providing for the costs of certain roadway and drainage improvements more fully described below. A pubhc hearing and assessment ballot proceeding with respect to the estabhshment of the District and the levy of the Assessments was held by the City Council of the City on August 12, 2003, and 89% of the ballots cast by the landowners in the District were in favor of the District and the Assessments. On September 23, 2003, the City Council adopted a resolution authorizing the issuance of the Bonds. The District consists of 36 separate Riverside County Assessor's parcels located in a residential area on the south side of the City. Thirty-three of the parcels, in an area designated as Zone 1 of the District, front roads that are currently not paved, and it is expected that the District will provide funds to improve and pave the roads in Zone 1 and to construct certain drainage improvements for the parcels. Three of the parcels, in an area designated as Zone 2 of the District, front paved streets but are in need of additional drainage improvements, and the District will fund certain drainage improvements for these three parcels, of the parcels are improved with single family dwellings, and are unimproved. -17- Of the 36 parcels in the District, __ parcels have paid their respective Assessments in full prior to the issuance of the Bonds, so that only Assessments on the other __ parcels in the District are security for the repayment of the Bonds. Proceeds of the payment of Assessments received by the City prior to the issuance of the Bonds will be deposited in the Improvement Fund on the date of issuance of the Bonds. The recorded boundary map for the District is set forth on tbe following page. -18- [Lnzcrt Azzczzmznt DLz~ict Ecundar5' .~,~ap here] [ Improvements to be Financed The District is authorized to finance the following improvements: Street Improvements; including the construction of John Warner Road, Lolita Road, Paulita Road, Colver Court and La Presa Loop. Full width improvements to include, but not be limited to: grading, asphalt berm, asphalt pavement, signage and striping and any other appurtenant improvements necessary to complete John Warner Road, Lolita Road, Paulita Road, Colver Court and La Presa Loop. Storm Drain Improvements; including, but not limited to: reinforced concrete pipe (RCP) crossings at Paulita Road and John Warner Road, a permanent detention basin, an RCP storm drain system along John Warner Road terminating approximately 210 feet south of the intersection of John Warner Road and Cabrillo Road, an outlet structure to include rock slope protection and any other appurtenant improvements necessary to complete the above-described storm drain improvements. The City awarded a contract for the work at the City Council meeting of August 12, 2003. The work is c:,'Fcctcd tc commenced on September 8, 2003 and is expected to be completed seventy-five days later. No assurance can be given that the work will be completed as expected. Land Values Set forth below is a table which sets forth certah'. L~Zcrma~on regard%g each a summary of the value to lien ratios of the.parcels within the District that have not prepaid their respective Assessments. The value to lien ratios presented are based upon the Riverside County assessor's preliminary records regarding the c~rren,~ fiscal year 2003-04 assessed value of the land and the improvements thereon (prior to any deductions for exemptions), and the parcels Assessment as shown in the Assessment Engineer's Report for the District. VALUE TO L!EN ~cU?.{.¥.AP.Y ASSESSED Total -21- SUMMARY OF VALUE TO LIEN RATIOS Value to Lien Ratio 10:1 and above 5:1 to 9.99:1 4:1 to 4.99:1 3:1 to 3.99:1 1:1 to 2.99:1 Less than 0.99:1 Total District Aggregate Reassessment % of Total Total Amount on Reassessment Assessed No. of Parcels Parcels Amount Value(l) Source: TF.c C'~'.Webb Associates. See Appendix F hereto for information regarding each of the parcels in the District. In order to better determine the value of the parcels in the District, the City [insert here discussion of recent sales of parcels, or any parcels listed for sale). See "BONDOWNERS' RISKS" hereIn for a description of circumstances that may affect the value of the parcels In the District. Assessed values may not reflect the true value of the parcels in the District. Direct and Overlapping Bonded Indebtedness The ability of an owner of land within the District to pay the Assessments could be affected by the existence of other taxes and assessments imposed upon the property. In addition to the Bonds, other public agencies whose boundaries overlap those of the District could, without the consent of the City, and in certain cases without the consent of the owners of the land within the District, impose additional taxes or assessment liens on the property within the District in order to finance public improvements to be located inside of or outside of such area. The lien created on the property within the District through the levy of such additional taxes or assessments may be on a parity with the lien of the Assessments. See "BONDOWNERS' RISKS - Parity Taxes and Special Assessments" below. Set forth below is a direct and overlapping debt report prepared by California Municipal Statistics, Inc. as of September ~ 2003. The debt report is included for general information purposes only. The City has not independently verified the debt report and makes no representations as to its completeness or accuracy. -22- DIRECT AND OVERLAPPING INDEBTEDNESS CITY OF TEMECULA ASSESSMENT DISTRICT NO. 03-04 2002-03 Local Secured Assessed Valuation: $10t351t991 DIRECT AND OVERLAPPING TAX AND ASSESSivIENT DEBT: % ApplicabIe Metropolitan Water District Debt 10/1/03 0.001% $ 4,443 Eastern Municipal Water District, I.D. No. U-8 0A78 7~663 Temecula Valley Unified ,School District 0.'128 64,819 0.201 11,728 0.202 12,039 100. 1~220~000 (1) Rancho California Water District, Rancho Division City of Temecula Special Tax Obligations City of Temecula Assessment District No. 03-04 TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $1,320~692 OVERLAPPING GENERAL FUND OBLIGATION DEBT: Riverside County General Fund Obligations Riverside Count,,, Board of Education Certificates of Participation Mt. San Jacinto Com~nunity College District General Fund Obligations Temecula Valley Unified School District Certificates of Participation ancho Cahforma Water District General Fund Obligations TOTAL GROSS OVERLAPPING GENERAL FUND OBLIGATION DEBT 0.013% $ 82,688 0.013 1,880 0.037 2,960 0.149 18,215 0.143 251~922 $357,665 Less: Temecula Valley Unified School District (100% self-supporting from tax increment revenues) 8~806 TOTAL NET OVERLAPPING GENERAL FUND OBI.JGATION DEBT $348~859 GROSS COMBINED TOTAL DEBT $1,678,357 (2) NET COMBINED TOTAL DEBT $1,66%551 (1) Estimated 1915 Act bonds to be sold. (2) ExcIu~ies tax and revenue anticipation notes~ enterprise revenue~ mortgage revenue and tax allocation bonds a nd non-bonded capital lease obligations. Ratios to 2002-03 Assessed Valuation: Direct Debt ($1,220,000) ............................................................................. 11.79% Total Direct and Overlapping Tax and Assessment Debt ...................... 12.76% Gross Combined Total Debt ....................................................................... 16.21% Net Comb ned Total Debt ........................................................................... 16.13/o STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30[03: $0 Integrated Financing District Concurrently with the formation of the District, the City formed an integrated financing district under the provisions of the California Government Code, known as the City of Temecula Integrated Financing District No. 03-05 (John Warner Road) (the "IFD'). The IFD includes all of the 33 parcels In Zone I of the District, and provides for an assessment levy only at the time, if ever, that a parcel is subdivided by the approval of the City Council of a tentative subdivision map, vesting tentative subdivision map or final subdivision map. At the time of any such approval, the IFD provides for the levy of a lump sum assessment on the parcel to be subdivided, calculated in the manner set forth In the Engineer's Report for the District. Any such assessment, if collected, is not pledged to the payment of the Bonds, but it is expected that any funds so collected would be used to optionally redeem Bonds (see "THE BONDS - -23- Redemption Provisions - Redemption of Bonds"), or pay a portion of the debt service on the I Bonds. Under the current zoning for parcels in the IFD, only __ of the 36 parcels are amendable to any subdivision which would result in a levy by the IFD. No assurance can be given as to when, if ever, any subdivision of land will result in an IFD levy, or that the current zoning for the parcels will not change in the future resulting in possible additional parcels that could be subdivided and thereby become subject to an IFD levy. BONDOWNERS' RISKS The following information should be considered by prospective investors in evaluating the investment quality of the Bonds. The information below, however, does not purport to be an exhaustive listing of risks and other considerations that may be relevant to a decision to invest in the Bonds. Furthermore, the order in which the following information is presented is not intended to reflect the relative importance of any such risks. General Under the provisions of Bond Law, Assessment Installments, from which funds for the payment of annual installments of principal of and interest on the Bonds are derived, will be billed to properties against which there are unpaid Assessments on the regular ad valorem property tax bills sent to owners of such properties. Such Assessment Installments are due and payable at the same times, and bear the same penalties and interest for non-payment as do regular property tax installments. A property owner cannot pay the County tax collector less than the full amount due on the tax bill, however it is possible to pay Assessment Installments directly to the City in satisfaction of the obligation to pay that Assessment without paying property taxes also then due. It should also be noted that the unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and Assessment Installment payments in the future. Unpaid Assessments do not constitute a personal indebtedness of the owners of the lots and parcels within the District and the owners have made no commitment to pay the principal of or interest on the Bonds or to support payment of the Bonds in any manner. Accordingly, in the event of delinquency, proceedings may be conducted only against the real property securing the delinquent Assessment. Thus, the value of the real property within the District is a critical factor in determining the investment quahty of the Bonds. There is no assurance any owner will be able to pay the Assessment Installments or that they will pay such installments even though financially able to do so. In order to pay debt service on the Bonds, it is necessary that unpaid installments of Assessments on land within the District are paid in a timely manner. Should the Assessment Installments not be paid on time, the City has established a Reserve Ftmd to cover delinquencies. The Assessments are secured by a hen on the parcels within the District and the City has covenanted to institute foreclosure proceedings to sell parcels with delinquent Assessment Installments for amounts sufficient to cover such delinquent installments in order to obtain funds to pay debt service on the Bonds. Failure by any owner of a parcel in the District to pay Assessments Installments when due, depletion of the Reserve Fund, delay in foreclosure proceedings, or the inability of the City to sell parcels which have been subject to foreclosure proceedings for amounts sufficient to cover the delinquent Assessment Installments levied against such parcels may result in the inability of the City to make full or punctual payment of debt service on the Bonds and Bondowners would therefore be adversely affected. Collection of the Assessments The Assessment installments are to be collected in the same manner as ordinary ad valorem real property taxes are collected (other than Assessment Installments for Fiscal Year 2003-2004, which will be collected by the City by direct billing of the affected landowners) and, except as provided in the special covenant for foreclosure in the Fiscal Agent Agreement, is to be subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ad valorem real property taxes. Pursuant to these procedures, if taxes are unpaid for a period of five years or more, the property may be deeded to the State and then is subject to sale by the County. According to the Riverside County Assessor, at this time there are two (2) parcels within the District with outstanding delinquencies in the payment of ad valorem property taxes ~. ....... r~ ..~...,.~., ~^~.~ r~,~.~,. It should not be assumed, however, that this payment information forecasts the Assessment paying ability of the landowners in the District now or in the future. The County of Riverside does not include assessment districts in the Teeter Plan. The Teeter Plan provides for payments of taxes and assessments to local agencies in the full levied amounts without regard to delinquencies. Consequently, the receipt of Assessments by the District will be subject to any delinquencies in the collection of the Assessments. Pursuant to the Bond Law, in the event any delinquency in the payment of an Assessment Installment occurs, the Fiscal Agent Agreement obligates the City may to commence an action in superior court to foreclose the lien therefor within the specified time limits. In such an action, the real property subject to the unpaid amount may be sold at judicial foreclosure sale. Such judicial foreclosure action is not mandatory. Amendments to the Bond Law enacted in 1988 and effective January 1, 1989 provide that under certain circumstances property may be sold upon foreclosure at a lesser Minimum Price or without a Minimum Price. "Minimum Price" as used in the Bond Law is the amount equal to the delinquent installments of principal or interest of the assessment or reassessment, together with all interest penalties, costs, fees, charges and other amounts more fully detailed in the Bond Law. The court may authorize a sale at less than the Minimum Price if the court determines that sale at less than Minimum Price will not result in an ultimate loss to the Bondowners or, under certain circumstances, if owners of 75% or more of the outstanding Bonds consent to such sale. See "SECURITY FOR THE BONDS - Sales of Tax Defaulted Property," and "- Delinquency Resulting in Ultimate Loss or Temporary Default on Bonds." -25- There can be no assurance that foreclosure proceedings will occur in a timely manner so as to avoid a delay in payments of debt service on the Bonds. The City has covenanted for the benefit of the owners of the Bonds that the City will commence foreclosure upon the occurrence of a delinquency as provided in the Fiscal Agent Agreement, and thereafter diligently prosecute, an action in the superior court to foreclose the lien of the delinquent installments of the Assessment against parcels of land in the District for which such installment has been billed but has not been paid, and will diligently prosecute and pursue such foreclosure proceedings to judgment and sale, all as provided in the Fiscal Agent Agreement. See "SECURITY FOR THE BONDS-Foreclosure Covenant." In the event that sales or foreclosure of property are necessary, there could be a delay in payments to holders of the Bonds pending such sales or the prosecution of foreclosure proceedings and receipt by the City of the proceeds of sale if the other sources of payment for the Bonds, as set forth in the Fiscal Agent Agreement, are depleted. See "BONDOWNERS' RISKS - Foreclosure." Risks Associates with Real Estate Secured Investments Owners of the Bonds will be subject to the risks generally incident to an investment secured by real estate, including, without limitation, (a) adverse changes in local market conditions, such as changes in the market value of real property in and in the vicinity of the District, the supply of or demand for competitive properties in such area, and the market value of property or buildings and/or sites in the event of sale or foreclosure; (b) changes in real estate tax rate and other operating expenses, governmental rules (including, without limitation, zoning laws and laws relating to endangered species and hazardous materials) and fiscal policies; and (c) natural disasters (including, without limitation, earthquakes and floods), which may result in uninsured losses. Availability of Funds to Pay Delinquent Assessment Installments Upon receipt of the proceeds from the sale of the Bonds, the City will initially establish the Reserve Fund in an amount of the "Reserve Requirement." The monies in the Reserve Fund constitute a trust fund for the benefit of the Owners of the Bonds, will be held by the Fiscal Agent and administered by the Fiscal Agent in accordance with and pursuant to the provisions of the Fiscal Agent Agreement. If a deficiency occurs in the Redemption Fund for payment of interest on or principal of the Bonds, the Fiscal Agent will transfer into such funds an amount out of the Reserve Fund needed to pay debt service on the Bonds. There is no assurance that the balance in the Reserve Fund will always be adequate to pay the debt service on the Bond in the event of delinquent Assessment installments. If, during the period of delinquency, there are insufficient funds in the Reserve Fund to pay the principal of and interest on the Bonds as it becomes due, a delay may occur in payments of principal and/or interest to the owners of the Bonds. Owner Not Obligated to Pay Bonds or Assessments Unpaid Assessments do not constitute a personal indebtedness of the owner of parcels within the District and the property owners have made no commitment to pay the principal of -26- or interest on the Bonds or to support payment of the Bonds in any manner. There is no assurance that the property owners have the ability to pay the Assessment Installments or that, even if they have the ability, they will choose to pay such installments. An owner may elect to not pay the Assessments when due and cannot be legally compelled to do so. If an owner decides it is not economically feasible to develop or to continue owning its property encumbered by the lien of the Assessment, or decides that for any other reason it does not want to retain title to the property, such owner may choose not to pay Assessments and to allow the property to be foreclosed. Such a choice may be made due to a decrease in the market value of the property. A foreclosure of the property will result in such owner's interest in the property being transferred to another party. Neither the City nor any Bondholder will have the ability at any time to seek payment directly from any owner of property within the District of any Assessment or any principal or interest due on the Bonds, or the ability to control who becomes a subsequent owner of any property within the District. Land Values The value of property in the District is a critical factor in determining the investment quality of the Bonds. If a property owner defaults in the payment of the Assessments, the City's only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Assessments. Land values could be adversely affected by economic factors beyond the City's control, such as relocation of employers out of the area, stricter land use regulations, the absence of water, or destruction of property caused by, among other eventualities, earthquake, flood or other natural disaster, or by environmental pollution or contamination. Parity Taxes and Special Assessments The ability or willingness of a property owner in the District to pay the Assessments could be affected by the existence of other taxes and assessments imposed upon the property. The Assessments and any penalties thereon constitute a lien against the lots and parcels of land on which they have been levied until they are paid. Such lien is on a parity with all special taxes and special assessments levied by other agencies and is co-equal to and independent of the lien for general property taxes and other special assessments regardless of when they are imposed upon the same property. The Assessments have priority over all existing and future private liens imposed on the property. In addition, other public agencies whose boundaries overlap those of the District could, with or in some circumstances without the consent of the owners of the land in the District, impose additional taxes or assessment liens on the property in the District in order to finance public improvements to be located inside or outside of the District. The City, however, has no control over the ability of other entities and districts to issue indebtedness secured by special taxes or assessments payable from all or a portion of the property in the District. In addition, the City is not prohibited itself from establishing assessment districts, community facilities districts or other districts which might impose assessments or taxes against property in the District. The imposition of additional liens on a parity with the Assessments could reduce the ability or willingness of the owners of parcels in the District to pay the Assessments and increases the possibility that foreclosure proceeds will not be adequate to pay delinquent Assessments or the principal of and interest on the Bonds when due. See "TILE DISTRICT-Direct and Overlapping Bonded Indebtedness." Foreclosure The payment of the Assessments and the ability of the City to foreclose the lien of a delinquent unpaid Assessment, as discussed in "SECURITY FOR THE BONDS - Foreclosure Covenant," 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. In addition, the prosecution of a foreclosure action could be delayed due to crowded local court calendars or delays in the legal process. The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond 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. Regardless of the priority of the assessment securing the Bonds over non-governmental liens the exercise by the City of the foreclosure and sale remedy or by the county of the tax sale remedy may be forestalled or delayed by bankruptcy, reorganization, insolvency or other similar proceedings affecting the owner of a parcel. The federal bankruptcy laws provide for an automatic stay of foreclosure and sale or tax sale proceedings thereby delaying such proceedings perhaps for an extended period. Delay in exercise of remedies, especially if the owner owns a parcel the Assessments on which are significant or if bankruptcy proceedings are instituted with respect to a number of owners owning parcels the Assessments on which are significant, may result in periodic assessment installment collections which, even in conjunction with the Reserve Fund, may be insufficient to pay the debt service on the Bonds as it comes due. Further, should remedies be exercised under the bankruptcy law against the parcels, payment of installments of the Assessments may be subordinated to bankruptcy law priorities. Therefore, certain claims may have priority over the Assessment lien, even though they would not were the bankruptcy law not applicable. 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). Glasply was controlling precedent on bankruptcy courts in the State of California for several years subsequent to the date of the Ninth Circuit's holding. Pursuant to state law, the lien date for general ad valorem property taxes levied in the State of California is the January 1 preceding the fiscal year for which the taxes are levied. Under the Glasply holding, a bankruptcy petition filing would have prevented the lien for general ad valorem property taxes levied in fiscal years subsequent to the filing of a bankruptcy petition from attaching and becoming a lien so long as the property was a part of the estate in bankruptcy. However, the Glasply holding was for the most part subsequently rendered inoperative with respect to the composition of a lien for and the collection of ad valorem taxes by amendments to the federal Bankruptcy Code (Title 11 U.S.C.) which were part of the Bankruptcy Reform Act of 1994 (the "Bankruptcy Reform Act") passed by Congress during the later part of 1994. The Bankruptcy Reform Act added a provision to the automatic stay section of the Bankruptcy Code which, pursuant to Section 362(b)(18) thereof, excepts from the Bankruptcy Code's automatic stay provisions, "the creation of a statutory lien for an ad valorem property tax imposed by... a political subdivision of a state, if such tax comes due after the filing of the petition" by a debtor in bankruptcy court. The effect of this provision is to continue the secured interest of ad valorem taxes on real property (i.e., post-petition taxes) in effect during the period following the filing of a bankruptcy petition, including during the period bankruptcy proceedings are pending. Assessments are considered to be levied on the date the assessment was confirmed. However, because assessments are not ad valorem taxes, it is unclear how a bankruptcy court would treat assessments in light of Glasply and 11 U.S.C. §362(b)(18). Without further clarification by the courts or Congress, the original rationale of the Glasply holding could, however, still result in the treatment of post-petition assessments as "administrative expenses," rather than as tax liens secured by real property, at least during the pendency of bankruptcy proceedings. First, assessments have a different lien date than the lien date for general ad valorem taxes in the State of California noted above. Thus, in deciding whether the original Glasply ruling is applicable to a bankruptcy proceeding involving assessments rather than general ad valorem property taxes, a court might consider the differences in the statutory provisions for creation of the applicable lien in determining whether there is a basis for post-petition assessments to be entitled to a lien on the property during pending bankruptcy proceedings. If a court were to apply Glasply to eliminate the priority of the assessment lien as a secured claim against property with respect to post petition levies of the Assessments made against property owners within the District who file for bankruptcy, collections of the Assessments from such property owners could be reduced as the result of being treated as "administrative expenses" of the bankruptcy estate. Second, and most importantly, is the fact that the original holding in Glasply and the mitigation of that holding by the Bankruptcy Reform Act of 1994 both appear to be applicable only to general ad valorem taxes, and, therefore, the exemption from the automatic stay in Section 362(b)(18) discussed above may not be applicable to assessments since they were not expressly mentioned or provided for in this section, nor defined to be included within the term "ad valorem taxes." Any prohibition of the enforcement of the Assessment lien, or any such non-payment or delay would increase the likelihood of a delay or default in payment of the principal of and interest on the Bonds. Because a substantial portion of the taxable property in the District is owned by a single property owner, the payment of Assessments and the ability of the District to foreclose the lien of a delinquent unpaid Assessment could be substantially curtailed by bankruptcy, insolvency, or other laws generally affecting creditors' rights or by the laws of the State relating to judicial foreclosure. Subordinate Debt; Payments by FDIC and other Federal Agencies Portions of the property with the District may now or in the future secure loans. Any such loan is subordinate to the ken of the Assessments. However, (a) in the event that any of the financial institutions making any loan that is secured by real property within the District is taken over by the Federal Deposit Insurance Corporation ("FDIC"), (b) the FDIC or another federal entity acquires a parcel or parcels of land in the District, or (c) if a hen is imposed on the property by the Drug Enforcement Agency, the internal Revenue Service or other similar federal governmental agency, and, prior thereto or thereafter, the loan or loans go into default, the abihty of the City to collect interest and penalties specified by state law and to foreclosure the hen of a delinquent unpaid Assessment may be limited. Specifically, with respect to the FDIC, on June 4, 1991, the FDIC issued a Statement of Pohcy Regarding the Payment of State and Local Real Property Taxes. The 1991 Policy Statement was revised and superseded by a new Pohcy Statement effective January 9, 1997 (the "Policy Statement"). The Policy Statement provides that real property owned by the FDIC is subject to state and local real property taxes only if those taxes are assessed according to the property's value, and that the FDIC is immune from real property taxes assessed on any basis other than property value. According to the Pohcy Statement, the FDIC will pay its proper tax obhgations when they become due and payable and will pay claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly administration of the institution's affairs, unless abandonment of the FDIC's interest in the property is appropriate. The FDIC will pay claims for interest on delinquent property taxes owed at the rate provided under state law, to the extent the interest payment obhgation is secured by a vahd hen. The FDIC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize kens for such amounts. If any property taxes (including interest) on FDIC owned property are secured by a valid lien (in effect before the property became owned by the FDIC), the FDIC will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to levy, attachment, garnishment, foreclosure or sale without the FDIC's consent. In addition, the FDIC will not permit a lien or security interest held by the FDIC to be eliminated by foreclosure without the FDIC's consent. Under the Pohcy Statement, it is unclear whether the FDIC considers the Assessments, such as those levied by the City, to be "real property taxes" which they intend to pay. The Pohcy Statement provides: "The [FDIC] is only liable for state and local taxes which are based on the value of the property during the period for which the tax is imposed, notwithstanding the failure of any person, including prior record owners, to challenge an assessment under the procedures available under state law. In the exercise of its business judgment, the [FDIC] may challenge assessments which do not conform with the statutory provisions, and during the challenge may pay tax claims based on the assessment level deemed appropriate, provided such payment will not prejudice the challenge. The [FDIC] will generally hmit challenges to the current and immediately preceding taxable year and to the pursuit of previously filed tax protests. However, the [FDIC] may, in the exercise of its business judgment, challenge any prior taxes and assessments provided that (1) the [FDIC]'s records (includIng appraisals, offers or bids received for the purchase of the property, etc.) indicate that the assessed value is clearly excessive, (2) a successful challenge will result in a substantial savings to the [FDIC], (3) the challenge will not unduly delay the sale of the property, and (4) there is a reasonable likelihood of a successful challenge". However, the Resolution Trust Corporation (which dissolved at the end of 1995 and transferred all of its assets to the FDIC), which adopted a similar policy, stated in a letter dated July 2, 1993 to the Honorable Lucille Roybel-Allard, member of the United States House of Representatives from the State of California, that it "... will pay Mello-Roos special taxes and other special assessment and related interest where those taxes and assessments were imposed prior to receivership. However, Mello-Roos special taxes and other special assessments that are imposed on property when the institution owning the property is in receivership will not be paid." The City is unable to predict what effect the application of the Policy Statement would have in the event of a delinquency with respect to an Assessment on a parcel in which the FDIC has an interest, although prohibiting the lien of the FDIC to be foreclosed on at a judicial foreclosure sale would likely reduce the number of or eliminate the persons willing to purchase such a parcel at a foreclosure sale. Owners of the Bonds should assume that the City will be unable to foreclose on any parcel owned by the FDIC. Such an outcome would cause a draw on the Reserve Fund and perhaps, ultimately, a default in payment of the Bonds. The City has not undertaken to determine whether the FDIC currently has, or is likely to acquire, any interest in any of the parcels in the District, and therefore expresses no view conceming the likelihood that the risks described above will materialize while the Bonds are outstanding. Limited City Obligation Upon Delinquency Pursuant to the Bond Law, the City has elected not to be obligated to advance funds from the treasury of the City for the payment of delinquent Assessment installments. The only obligation of the City with respect to such delinquencies is to transfer amounts available in the Reserve Fund to the Redemption Fund. Thus, the City's obligation to advance money to pay Bond debt service on the Bonds in the event of delinquent Assessment installments is limited to the balance in the Reserve Fund. The City has no obligation to replenish the Reserve Fund except to the extent that delinquent Assessments are paid or proceeds from foreclosure sales are realized. There is no assurance that the balance in the Reserve Fund will always be adequate to pay all delinquency installments and, if during the period of delinquency there are insufficient -31- funds in the Reserve Fund, a delay may occur in payments to the owners of the Bonds. Notwithstanding the above, the City may, at its sole option and in its sole discretion, elect to advance available surplus funds of the City to pay for any delinquent property. However, Bondowners should not rely upon the City to advance monies to the Redemption Fund if the Reserve Fund is ever depleted. Price Realized Upon Foreclosure The Bond Law provides that, under certain circumstances, property subject to delinquent Assessment Installments may be sold upon foreclosure at less than the Minimum Price or without a Minimum Price upon petition by the City. "Minimum Price" is the amount equal to the delinquent installments of principal and interest on the assessment or reassessment, together with all interest, penalties, costs, fees, charges and other amounts more fully detailed in the Bond Law. The court may authorize a sale at less than the Minimum Price if the court determines, based on the evidence introduced at the required hearing, any of the following: (a) Sale at the lesser Minimum Price or without a Minimum Price will not result in an ultimate loss to the owners of the Bonds. (b) Owners of 75% or more of the outstanding Bonds, by principal amount, have consented to such petition by the City and the sale will not result in an ultimate loss to the non-consenting Bondowners. (c) Owners of 75% or more of the outstanding Bonds, by principal amount, have consented to the petition and all of the following apply: (i) by reason of determination pursuant to the Bond Law, the City is not obligated to advance funds to cure a deficiency; (ii) no bids equal to or greater than the Minimum Price have been received at the foreclosure sale; (iii) no funds remain in the Reserve Fund; (iv) the City has reasonably determined that a reassessment and refunding proceeding is not practicable, or has in good faith endeavored to accomplish a reassessment and refunding and has not been successful, or has completed a reassessment and refunding arrangement which will, to the maximum extent feasible, minimize the ultimate loss to the Bondowners; and (v) no other remedy acceptable to owners of 75% or more of the outstanding Bonds, by principal amount, is reasonably available. The Assessment lien upon property sold pursuant to this procedure at a lesser price than the Minimum Price will be reduced by the difference between the Minimum Price and the sale price. In addition, the court shall permit participation by the Bondowners in its consideration of the petition as necessary to its determinations. Implementation of the above-described Minimum Price provision by the court upon foreclosure could result in nonpayment of the full principal and interest due on the Bonds. Reference should be made to the Bond Law for the complete provisions of this portion of the Bond Law. Investors should also note that, if the Reserve Fund is depleted, there could be a default or a delay in payments to the owners of the Bonds pending prosecution of foreclosure proceedings and receipt by the District of foreclosure sale proceeds. Refunding Bonds Pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds (Division 11.5 of the California Streets and Highways Code), the City may issue refunding bonds for the purpose of redeeming the Bonds. After the making of certain required findings by the City Council the City may issue and sell refunding bonds without giving notice to and conducting a hearing for the owners of property in the assessment district, or giving notice to the owners of the Bonds. See "THE BONDS - Refunding Bonds" herein. Upon issuing refunding bonds, the City Council could require that the Bonds be exchanged for refunding bonds on any basis which the City Council determines is for the City's benefit, if the Bondowners consent to the exchange. As an alternative to exchanging the refunding bonds for the Bonds, the City could sell the refunding bonds and use the proceeds to pay the principal of and interest and redemption premium, ff any, on the Bonds as they become due, or advance the maturity of the Bonds and pay the principal of and interest and redemption premium thereon. See "THE BONDS - Redemption Provisions - Optional Redemption of Bonds." Hazardous Materials While government taxes, assessments and charges are a common claim against the value of an assessed parcel, other less common claims may be relevant. One of the most serious in terms of the potential reduction in the value that may be realized to pay the Assessment on a parcel is a claim with regard to a hazardous substance. In general, the owners and operators of an assessed parcel may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1989, sometimes referred to as "CERCLA' or "Superfund Act," is a well known one of these laws, but California laws with regard to hazardous substances are also stringent and somewhat similar. Under many of these laws, the owner (or operator) is obligated to remediate hazardous substances on, under or about the property whether or not the owner (or operator) has anything to do with creating or handling the hazardous substance; however, an owner (or operator) who is not at fault may seek recovery of its damages from the actual wrongdoer. The effect, therefore, should any of the assessed parcels be affected by a hazardous substance, may be to reduce the marketability and value of the parcel, because the purchaser, upon becoming an owner, may become obligated to remedy the condition just as is the seller. The assessed values of the parcels in the District referred to in this Official Statement does not take into account the possible reduction in marketability and value of any of the assessed parcels by reason of the possible liability of the owner (or operator) for the remedy of a hazardous substance condition of the parcel. -33- Geologic, Topographic and Climatic Conditions The value of the property in the District in the future can be adversely affected by a variety of additional factors, particularly those which may affect infrastructure and other public improvements and private improvements on property and the continued habitability and enjoyment of such private improvements. Such additional factors include, without limitation, geologic conditions such as earthquakes, topographic conditions such as earth movements, landslides and floods and climatic conditions such as droughts. [insert here earthquake info for District] Loss of Tax Exemption As discussed in the section herein entitled "LEGAL MATTERS - Tax Matters," interest on the Bonds could become includable in gross income for purposes of federal income taxation, retroactive to the date of issuance of the Bonds, as a result of acts or onfissions of the City subsequent to issuance in violation of the City's covenants applicable to the Bonds. Should interest become includable in gross income, the Bonds are not subject to redemption by reason thereof and may remain outstanding. Limitations on Remedies Remedies available to the owners of the Bonds may be limited by a variety of factors and may be inadequate to assure the timely payment of principal of and interest on the Bonds or to preserve the tax-exempt status of the Bonds. Bond Counsel has limited its opinion as to the enforceability of the Bonds and of the Fiscal Agent Agreement to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or other similar laws affecting generally the enforcement of creditors' rights, by equitable principles and by the exercise of judicial discretion. The lack of availability of certain remedies or the limitation of remedies may entail risks of delay, limitation or modification of the rights of the owners of the Bonds. Secondary Markets and Prices The Underwriter will not be obligated to repurchase any of the Bonds, and no representation is made concerning the existence of any secondary market for the Bonds. No assurance can be given that any secondary market will develop following the completion of the offering of the Bonds, and no assurance can be given that the initial offering prices for the Bonds will continue for any period of time. No Acceleration Provision The Bonds do not contain a provision allowing for the acceleration of the unpaid principal of the Bonds in the event of a payment default or other default under the terms of the Bonds or the Fiscal Agent Agreement. CONCLUDING INFORMATION Legal Matters The validity of the Bonds and certain other legal matters related to the District are subject to the approving legal opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel. A copy of the proposed form of Bond Counsel opinion is contained in Appendix D hereto, and the final opinion will be made available to the owners of the Bonds at the time of delivery. Certain legal matters will be passed upon for the City by Richards, Watson & Gershon, Los Angeles, California, acting in the capacity as City Attorney, and certain legal matters will be passed upon by Quint & Thimmig LLP, San Francisco, California, in its capacity as Disclosure Counsel to the City. Payment of the fees of Bond Counsel and Disclosure Counsel are contingent upon the issuance of the Bonds. Tax Matters In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; provided, however, that, for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings. The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986 (the "Code") that must be satisfied subsequent to the issuance of the Bonds 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 retroactive to the date of issuance of the Bonds. In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes. Owners of the Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may have federal or state tax consequences other than as described above. Bond Counsel expresses no opinion regarding any federal or state tax consequences arising with respect to the Bonds other than as expressly described above. See APPENDIX D for the complete text of the opinion of Bond Counsel. Absence of Litigation At the time of delivery of and payment for the Bonds, the City will certify that there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or regulatory agency, public board or body pending or threatened against the City affecting its -35- existence, or the titles of its officers, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or levy of the Assessments to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Fiscal Agent Agreement, an agreement entered into between the City and the Underwriter (the "Bond Purchase Contract''), or any other applicable agreements or any action of the City 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 its authority with respect to the Bonds or any action of the City contemplated by any of said documents. No Rating The City has not made and does not contemplate making an application to any rating agency for the assignment of a rating to the Bonds. There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists, that such Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price. Underwriting The Underwriter, Stone & Youngberg LLC, has purchased all of the Bonds at a price equal to the principal amount of the Bonds, less an Underwriter's discount of $30,000.00 and .~1 ....... --. ~'*O~'~'4'~¢~1 ;.~=__~ ..... d!ZCC',X~~. Cf $_ . The obligation of the Underwriter to effect the purchase of the Bonds is subject to certain terms and conditions set forth in a bond purchase contract entered into between the Underwriter and the City. Continuing Disclosure The City has covenanted for the benefit of the Owners to provide certain financial information and operating data relating to the Bonds by not later than __ months following the end of the City's fiscal year, commencing with the report for the 2003-2004 Fiscal Year (the "City Annual Report"), and to provide notices of the occurrence of certain enumerated events, if material. The City Annual Report will be filed with each Nationally Recognized Municipal Securities Information Repository. The notices of material events will be filed with the Municipal Securities Rulemaking Board. The specific nature of the information to be contained in the Annual Report or the nofices of material events is contained within Appendix C - Form of Continuing Disclosure Certificate. The covenants of the City in the Continuing Disclosure Certificate have been made in order to assist the Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). A failure by the City to comply with its continuing disclosure obligations will not subject it to monetary liability and will not constitute a default under the Fiscal Agent Agreement. The City has never failed to comply with any undertaking by the City under the Rule. -36- Miscellaneous This Official Statement is not to be construed as a contract or agreement between the City and the purchasers of the Bonds. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. The information and expressions of opinion herein are subject to change without notice and neither the delivery of the Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the District since the date hereof. References are made herein to certain documents and reports which are brief summaries thereof which do not purport to be complete or definitive and reference is made to such documents and reports for full and complete statements of the contents thereof. Copies of such documents and reports are available for inspection at the office of the Fiscal Agent. The execution and delivery of the Official Statement by the City have been duly authorized by the City Council of the City of Temecula. CITY OF TEMECULA By:. City Manager -38- APPENDIX A SUMMARY OF THE FISCAL AGENT AGREEMENT [to come] A-1 APPENDIX B GENERAL INFORMATION CONCERNING THE CITY OF TEMECULA This appendix sets forth general information about the City of Temecula (the "City"). The following information concerning the City and the County of Riverside (the "County") is included only for general background purposes. It is not intended to suggest that the Bonds are payable from any source other than Assessments and amounts pledged therefor under the Fiscal Agent Agreement. General Information Following a vote by the residents on November 7, 1989, the City incorporated under the general laws of the State of California on December 1, 1989. The 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 Temecula Community Services District (TCSD) was also established in 1989. The TCSD is responsible for providing parks and recreation services to the citizens of Temecula, as well as street lighting and slope maintenance in certain areas of the district. Other governmental entities, such as the State of California, the County and various school, water and other districts, also provide various levels of service within the City of Temecula. However, the Temecula City Council does not have a continuing oversight responsibility over these other governmental entities. Located on Interstate 15, the City of Temecula is the 9th largest city in the Inland Empire and the 4th largest in Riverside County (as of January, 2002), encompassing 27.1 square miles. The City of Temecula is 85 miles southeast of Los Angeles, 55 miles north of San Diego, 61 miles southeast of Orange County, and 20 miles inland from the cities of San Juan Capistrano and Oceanside. The City's approximately 73,000 residents are offered a broad range of housing options from apartments to luxury custom homes, with the median housing price at $253,000. Population From 1990 - 2002, the City's population grew from 27,099 to 72,715, a gain of 45,616 or 168.3%. In this same period, Riverside County added 473,928, a gain of 40.5%. B-1 CITY OF TEMECULA AND COUNTY OF RIVERSIDE POPULATION FROM 1990 TO 2002 Temecula Riverside County Year Population % Change Population % Change 1990 27,099 -- 1,170,413 1991 27,264 0.6% 1,223,227 4.5% 1992 31,005 13.7 1,268,844 3.7 1993 33,226 7.2 1,304,447 2.8 1994 35,771 7.7 1,331,988 2.1 1995 39,284 9.8 1,355,571 1.8 1996 41,850 6.5 1,381,781 1.9 1997 43,760 4.6 1,400,384 1.3 1998 46,564 6.4 1,441,237 2.9 1999 48,828 4.9 1,473,307 2.2 2000 53,791 10.2 1,522,855 3.4 2001' 61,531 24.6 1,583,591 4.0 2002 72,715 8.5 1,644,341 3.8 *Increase includes Vail Ranch annexation. Source: California Department of Finance. Construction Activity The following table shows a five year history of construction activity in the City. CITY OF TEMECULA BUILDING PERMITS AND VALUATIONS 1998 - 2002 1998 1999 2000 2001 2002 $128,194,701 $180,139,368 $156,787,850 $127,823,375 $100,516,115 87,530,400 77,471,298 58,320,736 39,602,913 43,487,229 $215,725,101 $257,610,666 $215,108,586 $167,426,288 $144,003,344 714 1,276 1,142 944 650 724 198 244 0 0 1,386 944 650 Valuation: Residential Non-residential Total Residential Units: Single family Multiple family Total 1,438 1,474 Source: Construction Industry Research Board. B-2 The following table shows historical commercial and residential construction and property values. CITY OF TEMECULA COMMERCIAL AND RESIDENTIAL CONSTRUCTION AND PROPERTY VALUES 1992 - 2002 Commercial Consl~ucfionO) Number of Fiscal Year Units 1992 158 1993 150 1994 130 1995 162 1996 136 1997 202 1998 2O3 1999 337 2000 437 2001 265 2002 252 Value Residential ConstructionOl Property Values~2~ Number of Units Value Commercial Residential $ 902 337 $ 10,605 $1,078,926 $1,542,280 6,316 802 50,347 1,473,713 1,454,943 10,639 1,186 113,002 1,526,353 1,489,077 29,221 968 85,410 1,466,641 1,539,257 23,572 987 93,674 1,478,230 1,677,720 32,863 857 85,257 1,347,000 1,856,203 66,226 835 105,527 1,321,044 1,958,706 159,286 1,384 180,840 1,378,364 2,067,549 52,497 1,179 148,660 1,524,091 2,303,303 39,511 1,606 169,687 1,935,537 2,627,716 51,686 938 97,773 2,183,862 3,017,148 Values in thousands of dollars. Source: (1) City of Temecula, Building and Safety Department. (2) County Land Use Statistical Recap Report. Economic Condition Temecula's economic base is anchored by a number of firms specializing in biomedical technology and supplies, high technology controllers and semi-conductors, among others. The City's retail base is also experiencing growth and is home to several auto dealers including Honda, Toyota and Nissan. The following tables set forth major manufacturing and non- manufacturing employers: B-3 CITY OF TEMECULA MAJOR MANUFACTURING EMPLOYERS (As of December, 2002) Employer Guidant International Rectifier/Hexfet Hudson Respiratory Care Inc. Charmell Commercial Corp. Milgard Manufacturing Chemicon International The Scotts Company / Temecula Opto 22 Bianchi International Plant Equipment Maxxim Medical Tension Envelope Approximate No. of Employees Type of Business 2,600 53O 425 35O 3OO 26O 22O 218 215 183 113 113 Medical equipment Power semi-conductors Medical equipment Cable enclosures Custom windows Medical products Manufacturing Electric/automation controls Leather goods Telephone equipment Specialty medical products Envelope manufacturer Source: City Finance Department. CITY OF TEMECULA MAJOR NON-MANUFACTURING EMPLOYERS (As of December, 2002) Employer Approximate No. of Employees Type of Business Temecula Valley Unified School 2,111 Public school system District (TVUSD) Professional Hospital Supply 550 Medical equipment/supplies Costco Wholesale 404 Wholesale warehouse Albertsons 300 Supermarket City of Temecula 244 Local Government Norm Reeves Auto Group 241 Auto dealer Temecula Creek Inn 220 Hospitality JC Penneys 200 Retail Tru Green Lawncare 200 Landscape maintenance Sears 200 Retail Lowe's 195 Retail Target 194 Retail Source: City Finance Department. Sales Tax Assessed Values Industrial and business parks offering clean industries and convenient office space provide growing employment opportunities. The retail community is expanding rapidly with excellent shopping venues including the regional Promenade Mall, a unique Historic Old Town area, and neighborhood strip centers. A wide selection of restaurants allows diners to choose between nationally recognized chains or intimate dining bistros. B-4 CITY OF TEMECULA SALES TAX HISTORY Year Amount 198%90 $632,153 1997-98 $9,186,547 1998-99 $10,652,400 199%00 $14,009,322 2000-01 $16,321,929 2001-02 $19,237,317 Source: City of Temecula Finance Department. CITY OF TEMECULA PRINCIPAL SECURED PROPERTY OWNERS FOR THE YEAR ENDED JUNE 30, 2002 Taxpayer International Rectifier Corporation Advanced Cardiovascular System Inc. Temecula Towne Center Associates Kimco Palm Plaza Limited Partnership GMS Realty Hudson Respiratory Care, Inc. Por tofino Development Starwood Wasserman Temecula Knickerbocker Properties Inc. XX Costco Wholesale Corporation Type of Business 2OO2 Assessed Percent of Valuation Total (in Assessed thousands) (Valuation) Manufacturing $140,136 2.84% Manufacturing 132,236 2.68% Real Estate Development 74,505 1.51% Real Estate Development 39,382 0.80% Real Estate Development 38,788 0.79% Manufacturing 35,796 0.73% Real Estate Development 28,500 0.58% Property Management 24,556 0.50% Real Estate Development 23,833 0.48 % Discount Department Store 22,606 0.46 % $560,338 11.37% Source: Riverside County Assessor's Office. B-5 CITY OF TEMECULA ASSESSED AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY FOR THE FISCAL YEARS ENDED JUNE 30, 1997, 1998, 1999, 2000, 2001 AND 2002 (Values in Thousands) Total Exemptions Net Net Total Estimated Fiscal Year Secured and Veteran Assessed Exemptions Assessed Actual Taxes Unsecured Church, etc. Value Homeowners Value Value 1997 $3,203,187 $(22,276) $3,180,911 $(53,023) $3,127,888 $3,127,888 1998 $3,279,750 $(24,100) $3,255,651 $(56,665) $3,198,986 $3,198,986 1999 $3,445,913 $(24,216) $3,421,696 $(60,119) $3,361,578 $3,361,578 2000 $3,827,394 $(25,597) $3,801,797 $(61A64) $3,740,333 $3,740,333 2001 $4,563,253 $(29,666) $4,533,587 $(64,372) $4,469,215 $4,469,215 2002 $5,202,010 $(33,360) $5,167,650 $(68,938) $5,098,712 $5,098,712 Source: Riverside County Assessor's Office. General Information Industrial Real Estate. The City is part of the Inland Empire's industrial real estate market. In 1999, the inland region's 26.1 million square feet of gross space absorption set a record. Lee & Associates found that in August, 2002, the City had 9.0 million square feet of industrial space or 3.0% of the inland area's inventory. Temecula's industrial vacancy rate was 12.0% representing 1.1 million square feet of space. Among local cities, this ranked ninth just below Mira Loma (1.2 million square feet) and above San Bemardino (1.06 million). Agriculture. The climate and soil in the City are particularly favorable for growing avocado, grape, and citrus crops. There are currently several agricultural management firms in the Temecula area which manage agricultural production of thousands of acres of land owned by individual investors, partnerships and corporations. The agricultural managers apply economies of scale, by combining many small and medium sized parcels of land as if these parcels were one large ranch. In addition, a substantial wine industry has been developed in the City and the surrounding area. As of January, 2003, there were sixteen (16) wineries which produce wine with locally grown grapes. Climate. Temecula Valley enjoys a mild Mediterranean climate with year-round temperatures averaging in the mid 70's. The weather is comparable to the Napa Valley, as evidenced by a thriving wine industry, with warm, dry days and cool evenings. Summer-time temperatures, which can average in the mid 80's or the mid 90's during the day, are often cooled by afternoon ocean breezes blowing into the valley through gaps in the Santa Ana foothills to the west. Although separated from the Pacific by the Santa Rosa range of mountains, the Rainbow Gap funnels the mild beach climate into the valley. Mild wintertime temperatures average in the mid 60's. Yearly average rainfall in Temecula is approximately 14 inches, as compiled by the Rancho California Water district. B-6 The quality of air in the Temecula Valley is consistently better than that of surrounding communities. Ocean breezes flow through the Rainbow Gap almost every day, sweeping away smog. In the summer, Pacific winds yield temperatures up to 10 degrees lower than in towns just a few miles away. Education. The City is served by Temecula Valley Unified School District, one of the fastest growing school districts in the State, with 4 high schools (including a continuation school), 5 middle schools (including an alternative academy), 3 charter schools, I home- schooling program, and 12 elementary schools. In addition, there are 9 private schools and several pre-schools. The general boundaries extend north to Jean Nicholas Road in French Valley, south to the Riverside County line, east to Vail Lake, and west to the Temecula city limit. The District covers approximately 150 square miles. Approximately 21,466 students (Grades K-12) are currently enrolled in the District. The University of California, Riverside has opened an extension center in the City and Mt. San Jacinto Community College operates a campus ten miles north of the City to serve the growing population. Temecula began the 1990s with a well-educated population, and its population trends and school performance figures have allowed it to maintain that position. Transportation. Interstate 15 and its connecting arterials provide convenient links to San Diego and Riverside, Los Angeles (Interstate 10), Orange County (Highway 91) and San Bernardino (Interstate 215). The French Valley Airport, 4 miles north of Interstate 15 on Winchester Road, accommodates business jets and commuter airlines. Housing. Temecula is unique in that its residents are about equidistant from both San Diego and Orange County via the Interstate 15 freeway. As a result, it is receiving growth impulses from the south as well as the north, as families spill into the Inland Empire from Southern California's more congested coastal counties. Temecula's rapid population growth represents a relatively new phenomenon in Southern California. A large number of the City's new residents have migrated north from San Diego County along the Interstate 5 freeway. Normally, a Southern California community undergoes rapid growth only when population spills from Orange or Los Angeles counties. The latest population data shows Temecula with 72,715 residents as of January, 2002, which includes the annexation of the Vail Ranch area in July, 2001. B-7 APPENDIX C FORM OF CONTINUING DISCLOSURE CERTIFICATE [insert document here] C-1 APPENDIX D FORM OF OPINION OF BOND COUNSEL October ~ 2003 City Council City of Temecula 43174 Business Park Drive Temecula, California 92590 OPINION: $ City of Temecula Assessment District No. 03-04 (John Warner Road) Limited Obligation Improvement Bonds Members of the City Council: We have acted as bond cotmsel in connection with the issuance by the City of Temecula (the "City") of its $. City of Temecula Assessment District No. 03-04 (John Warner Road) Limited Obligation Improvement Bonds (the "Bonds"), pursuant to Resolution No. __ adopted by the City Council of the City on September 23, 2003 (the "Resolution"), the Improvement Bond Act of 1915, being Division 10 commencing with Section 8500 et seq., of the California Streets and Highways Code (the "Act"), and the Fiscal Agent Agreement, dated as of October 1, 2003 (the "Fiscal Agent Agreement"), by and between the City and U.S. Bank National Association, as fiscal agent. We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the City contained in the Fiscal Agent 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 the foregoing, we are of the opinion, under existing law, as follows: 1. The City is duly created and validly existing as a municipal corporation, with the power to adopt the Resolution, enter into the Fiscal Agent Agreement and perform the agreements on its part contained therein and issue the Bonds. 2. The Fiscal Agent Agreement has been duly entered into by the City and constitutes a vahd and binding obligation of the City enforceable upon the City in accordance with its terms. D-1 3. Pursuant to the Act, the Fiscal Agent Agreement creates a valid lien on the funds pledged by the Fiscal Agent Agreement for the security of the Bonds. 4. The Bonds have been duly authorized, executed and delivered by the City and are valid and binding limited obligations of the City, payable solely from the sources provided therefor in the Fiscal Agent Agreement. 5. The interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax ixnposed on individuals and corporations; it should be noted, however, that, for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings. The opinions set forth in the preceding sentence are su~ect to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The City has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. 6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California. The rights of the owners of the Bonds and the enforceability of the Bonds, the Fiscal Agent Agreement and the Resolution may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and also may be sul~ect to the exercise of judicial discretion in appropriate cases. Respectfully submitted, D-2 APPENDIX E THE BOOK ENTRY SYSTEM The information in this Appendix E has been provided by The Depository Trust Company ("DTC"), New York, NY, for use in securities offbring documents, and the City takes no responsibility for the accuracy or completeness thereof. The City cannot and does not give any assurances that DTC, DTC Participants or Indirect Participants will distribute the Beneficial Owners either (a) payments of interest, principal or premium, if any, with respect to the Bonds or (b) certificates representing ownership interest in or other confirmation of ownership interest in the Bonds, or that they will so do on a timely basis or that DTC, DTC Direct Participants or DTC Indirect Participants mill act in the manner described in this Official Statement. 1. DTC will act as securities depository for the Bonds (referred to in this Appendix E as the "Securities"). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for each maturity of the Securities, in the aggregate principal amount of such issue, and will be deposited with DTC. 2. DTC, the world's largest depository, is a limited purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S, equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S, securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC'). DTCC, in tum, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S, securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or Indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www. dtcc.com. E-1 3. Purchases of Securities under the DTC system must be made by or through Direct Participants, wl~ich will receive a credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security ("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. Beneficial Owners are, however, 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 Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued. 4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. 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. 6. Redemption notices shall be sent to DTC. If less than all of the Securities 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. 7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds, distributions, and interest payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the issuer or the paying agent or bond trustee, on payable date in accordance with their respective holdings shown on DTC's records. 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 "stteet name," and will be the responsibility of such E-2 Participant and not of DTC nor its nominee, the paying agent or bond trustee, or the issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the issuer or the paying agent or bond trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. 9. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to the issuer or the paying agent or bond fiscal agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered. 10. The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository), in that event, Security certificates will be printed and delivered in accordance with the provisions of the Fiscal Agent Agreement. 11. As long as a book-entry system is used, the Beneficial Owners of the Bonds or of interests in the Bonds will not receive or have the right to receive physical delivery of the Bonds, and will not be or be considered to be registered owners under the Fiscal Agent Agreement. The Fiscal Agent, the City and the Underwriter 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 the Bonds. E-3 Quint & Thinumg LLP 913/03 9/15/03 MARKED TO SHOW CHANGES. BOND PURCHASE AGREEMENT City of Temecula Assessment District No. 03-04 (John Warner Road) Limited Obligation Improvement Bonds October __, 2003 City of Temecula 43174 Business Park Drive Temecula, California 92590 Attention: Director of Finance Ladies and Gentlemen: Stone & Youngberg LLC (the "Underwriter"), hereby offers to enter into this Bond Purchase Agreement (the "Contract of Purchase") with you, the City of Temecula, California (the "City"), for the pumhase by the Underwriter and sale by you of the City of Temecula Assessment District No. 03-04 (John Warner Road) Limited Obligation Improvement Bonds, specified below. This offer is made subject to acceptance by the City prior to 11:59 o'clock p.m., Pacific time, on the date hereof, and, upon such acceptance, this Contract of Purchase shall be in full force and effect in accordance with its terms and shall be binding upon both the City and the Underwriter. 1. Upon the terms and conditions and upon the basis of the representations set forth herein the Underwriter hereby agrees to pumhase from the City and the City hereby agrees to sell to the Underwriter all (but not less than all) of the $ aggregate principal amount of City of Temecula Assessment District No. 03-04 (John Warner Road) Limited Obligation Improvement Bonds (the "Bonds"), to be dated "~.,,~ __.v'~"*" c'. *~'"...v .v..._.,'~'" ..... thcrccfSeptember 1, 2003 (the Bonds being more fully described in the Official Statement dated the date hereof relating to the Bonds, herein referred to as the "Official Statement"), at an aggregate purchase price of $ , consisting of the initial principal amount of $ , plus accrued interest from September 1, 2003 to the date of the Closing (as defined in Section 3 belOW)l less an Underwriter's discount of $30,000.00. The Bonds are being issued pursuant to the provisions of the Improvement Bond Act of 1915 (the "Bond Act"). The Bonds shall be as described in, and shall be issued and secured under and pursuant to a resolution providing for the issuance of the Bonds adopted by the City Council of the City on September 23, 2003 (the "Resolution of Issuance") and a Fiscal Agent Agreement (the "Fiscal Agent Agreement") dated as of October 1, 2003, between the City and U.S. Bank National Association, as Fiscal Agent (the "Fiscal Agent"). The Bonds shall mature on September 2 in the years and in the amounts, and shall bear interest at the rates per annum, as set forth in Exhibit A attached hereto. The Bonds shall be issued in book-entry-only form, in denominations of one Bond for each maturity of the Bonds, registered in the name of Cede & Co., as nominee for The Depository Trust Company. The Underwriter agrees to make a public offering of the Bonds at the initial offering prices as set forth in the Official Statement, which prices may be changed from time to time by the Underwriter. The City, by its execution hereof, authorizes the use of copies of the Fiscal Agent Agreement in connection with the public offering and sale of the Bonds. The City has delivered or caused to be delivered to the Underwriter prior to the execution of this Contract of Purchase, copies of a preliminary official statement relating to the Bonds, dated September __, 2003 (the "Preliminary Official Statement"). The 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") and approved for distribution by the Resolution of Issuance. Within seven (7) business days from the date hereof, the City shall deliver to the Underwriter a final Official Statement, executed on behalf of the City by an authorized representative of the City and dated the date hereof, which shall include information permitted to be omitted by paragraph (b)(1) of the Rule and with such other amendments or supplements as shall have been approved by the City. To assist the Underwriter in complying with the Rule, the City will undertake, pursuant to a Continuing Disclosure Certificate (the "Continuing Disclosure Certificate"), to provide certain annual information and notices of the occurrence of certain events, if material. A description of these undertakings are set forth in the Preliminary Official Statement and will also be set forth in the final Official Statement. 2. The City represents to and agrees with the Underwriter that: (a) the City is and will be at the date of Closing duly existing as a municipal corporation under the Constitution and laws of the State of California with the power and authority, among others, (i) to issue the Bonds pursuant to the laws of the State of California including the Bond Act, (ii) to execute and deliver the Fiscal Agent Agreement, this Contract of Purchase and the Continuing Disclosure Certificate to be executed by the City with respect to the Bonds (collectively, the "City Documents"), and (iii) to carry out and consummate the transactions on the part of the City contemplated by the City Documents; (b) when delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Contract of Purchase, the Bonds will have been duly authorized, executed, issued and delivered by the City and will constitute valid and binding limited obligations of the City of the character permitted to be issued by the Bond Act, in conformity with, and entitled to the benefit and security of, the Fiscal Agent Agreement; (c) by official action of the City prior to its acceptance hereof, the City duly adopted the Resolution of Issuance and authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in the Bonds and the City Documents; (d) the execution and delivery of the Bonds and City Documents, and compliance with the obligations on the City's part contained therein, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan -2- agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as contemplated by the Resolution of Issuance and the Fiscal Agent Agreement; (e) to the best knowledge of the officer of the City executing this Contract of Purchase, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending with respect to which the City has received service of process or threatened against the City affecting the existence of the City or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the collection of revenues pledged or to be pledged to pay the principal of, premium, if any, and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Bonds or the City Documents, or contesting the powers of the City or its authority to issue, enter into, adopt or perform its obligations under any of the foregoing; (f) all approvals, consents, authorizations, certifications and other orders of any governmental authority, board, agency or commission having jurisdiction, and all filings with any such entities, which would constitute conditions precedent to or would materially adversely affect the performance by the City of its obligations hereunder or under the Fiscal Agent Agreement, have been duly obtained and no further consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the City that has not been obtained is or will be required for the issue and sale of the Bonds or the consummation by the City of the other transactions contemplated by this Contract of Purchase, except as such may be required under the state securities or Blue Sky laws in connection with the distribution of the Bonds by the Underwriter; (g) the City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate, and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the City be required to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject; (h) when executed and delivered by the City and the other respective parties thereto, 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, and the City has complied, and will at the Closing be in compliance in all respects, with its obligations under the City Documents; -3- (i) 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 statements contained therein, in the light of the circumstances in which such statements were made, not misleading; (j) the City will advise the Underwriter promptly of any proposal to amend or supplement the final Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld; and (k) the City has never failed to comply with any obligation to provide continuing disclosure pursuant to the Rule. The execution and delivery of this Contract of Purchase by the City shall constitute a representation by the City to the Underwriter that the representations and warranties contained in this Section 2 are true as of the date hereof; provided that no member of the City Council of the City shall be individually liable for the breach of any representation or warranty made by the City in this Section 2. 3. At 8:00 o'clock a.m., Pacific time, on October __, 2003, or at such other time, or on such earlier or later date as we mutually agree upon (the "Closing"), the City will deliver or cause to be delivered to the Underwriter, at the offices of Quint & Thimmig LLP ("Bond Counsel") in San Francisco, California, or at such other place as we may mutually agree upon, the Bonds in typewritten form, duly executed by the City and authenticated by the Fiscal Agent; together with the other documents mentioned herein. It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Contract of Purchase. All expenses in relation to the printing of CUSIP numbers on said Bonds and the CUSIP Service Bureau charge for the assignment of said numbers shall be paid for by the City and the Underwriter will accept such delivery and pay the purchase price thereof as set forth in Section 1 hereof by federal wire transfer in immediately available funds to the order of the City, or, upon the order of the City, to the Fiscal Agent, in an amount equal to the purchase price of the Bonds. The Bonds will be made available for checking and packaging at an office which we may mutually agree upon one business day prior to the Closing. 4. The Underwriter hereby enters into this Contract of Purchase in reliance upon the representations and warranties of the City contained herein and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the City of its obligations hereunder, both on and as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter's obligations under this Contract of Purchase to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions: (a) the representations and warranties of the City contained herein shall be true and correct on the date hereof and as of the Closing, as if made on the date hereof and at the Closing; (b) at the Closing, the City Documents shall be in full force and effect and shall not have been amended, modified or supplemented except as may have been agreed to in writing by us; and there shall be in full force and effect such resolutions as, in the opinion of Bond Counsel, shall be necessary in connection with the trensactions contemplated hereby; (c) The Underwriter shall have the right to cancel its obligation to purchase the Bonds if between the date hereof and the Closing, (i) legislation shall have been enacted by the Congress of the United States or the legislature of the State of California or shall have been reported out of committee of either body or be pending in committee of either body, or a decision shall have been rendered by a court of the United States or of the State of California or the Tax Court of the United States, or a ruling shall have been made or a regulation or temporary regulation shall have been proposed or made or any other release or announcement shall have been made by the Treasury Department of the United States or the Internal Revenue Service, with respect to Federal or California taxation upon revenues or other income of the generel charecter to be derived by the City or upon interest received on obligations of the general character of the Bonds, which in the reasonable judgment of the Underwriter, materially adversely affects the market for the Bonds, or (ii) there shall have occurred any outbreak of hostilities or other national or international calamity or crisis, the effect of such outbreak, calamity or crisis on the financial markets of the United States being such as, in the reasonable judgment of the Underwriter, would make it impracticable for the Underwriter to market or enforce contracts for the sale of the Bonds, or (iii) there shall be in force a general suspension of trading on the New York Stock Exchange or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Exchange, whether by virtue of a determination by that Exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction, or (iv) a general banking moratorium shall have been declared by either Federal or California authorities having jurisdiction and be in force, or (v) there shall be established any new restriction on transactions in securities materially affecting the free market for securities (including the imposition of any limitation on interest retes) or the extension of credit by, or the charge to the net capital requirements of, Underwriter established by the New York Stock Exchange, the Securities and Exchange Commission, any other Federal or State agency or the Congress of the Unites States, or by Executive Order, or (vi) a decision of any Federal or state court or a ruling or regulation (final, temporary or proposed) of the Securities and Exchange Commission or other governmental agency shall have been made or issued to the effect that (A) the Bonds or any securities of the City or of any similar body of the type contemplated herein are subject to the registration requirements of the Securities Act of 1933 or (B) the qualification of an indenture or resolution in respect of the Bonds or any such securities is required under the Trust Indenture Act of 1939, as amended; (d) at or prior to the Closing, we shall receive the following documents, in each case satisfactory in form and substance to us: (i) the approving opinion, dated the date of Closing, of Bond Counsel, addressed to the City, in the form included in the Official Statement, -5- accompanied by a reliance letter with respect thereto addressed to the Underwriter; (ii) a supplemental opinion of Bond Counsel addressed to the Underwriter, dated the date of the Closing substantially to the effect that this Contract of Purchase has been duly authorized, executed and delivered by the City and, assuming the due authorization and execution by the Underwriter constitutes the valid, legal and binding agreement of the City, enforceable in accordance with its 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; and the statements contained in the Official Statement under the headings "THE BONDS", "SECURITY FOR THE BONDS" and "CONCLUDING INFORMATION - Tax Matters" and in Appendix A and Appendix D to the Official Statement, are accurate, insofar as such statements purport to summarize certain provisions of the Bond Act, the Bonds, the Fiscal Agent Agreement, Federal tax law and Bond Counsel's opinion with respect to the Bonds; (iii) a certificate or certificates, dated the date of Closing, signed by an authorized official of the City, in form and substance satisfactory to the Underwriter, to the effect that to the best of his or her knowledge, no litigation is pending or threatened (A) to restrain or enjoin the issuance or delivery of the Bonds or the collection of unpaid assessments that are the source of payment therefor, (B) in any way contesting or affecting the authority for the issuance of the Bonds or the validity of the Bonds, the Fiscal Agent Agreement, or this Contract of Purchase, or (C) in any way contesting the existence or powers of the City; (iv) two executed copies of the Fiscal Agent Agreement and the Continuing Disclosure Certificate; (v) two certified copies of the Resolution of Issuance and of the final Engineer's Report for the Assessment District; (vi) an opinion of Disclosure Counsel, addressed to the City and the Underwriter, to the effect that the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and that the Fiscal Agent Agreement is exempt from qualifications pursuant to the Trust Indenture Act of 1939, as amended, and such counsel shall state in its letter containing the foregoing opinion, or in a separate letter, dated the date of the Closing, that, based upon its participation in the preparation of the Official Statement and without having undertaken to determine independently the fairness, accuracy or completeness of the statements contained in the Official Statement, such counsel has no reason to believe that, as of the date of the Closing, the Official Statement (excluding therefrom the reports, financial and statistical data and forecasts therein and the information included in the Appendices thereto, as to which no opinion need be expressed) contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; -6- (vii) an opinion of the City Attorney, dated the date of the Closing and addressed to the Underwriter, substantially to the effect that (A) the City is a municipal corporation duly organized and validly existing under the laws of the State of California, (B) the Resolution of Issuance has been duly adopted, is in full force and effect and has not been modified, amended or rescinded, (C) the City Documents have been duly authorized, executed and delivered by the City and constitute legal, valid and binding obligations of the City, enforceable upon the City in accordance with their respective 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, and (D) without conducting an independent investigation, except as otherwise disclosed in the Official Statement and to the best knowledge of such counsel after due inquiry, there is no litigation, proceeding, action, suit, or investigation at law or in equity before or by any court, governmental City or body, pending with respect to which the City has been served with process or known to be threatened 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 repayment of the Bonds or in any way contesting or affecting the validity of the City Documents or contesting the authority of the City to enter into or perform its obligations under any of the City Documents, or under which a determination adverse to the City would have a material adverse effect upon the financial condition or the revenues of the City, or which, in any manner questions the right of the City to pledge the Assessments to the payment of the Bonds; (viii~) a certificate of the City, dated the date of the Closing, signed on behalf of the City by a duly authorized officer of the City to the effect that (A) 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 Contract of Purchase required to be complied with by the City at or prior to the date of the Closing, (B) no event affecting the City has occurred since the date of the Official Statement which has not been disclosed therein 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, and (C) except as otherwise disclosed in the Official Statement, there is no litigation, proceeding, action, suit, or investigation at law or in equity before or by any court, governmental authority or body, pending with respect to which the City has been served with process or known to be threatened against the City, challenging the creation, organization or existence -7- of the City, or the validity of the City Documents or seeking to restrain or enjoin the repayment of the Bonds or in any way contesting or affecting the validity of the City Documents or contesting the authority of the City to enter into or perform its obligations under any of the City Documents, or under which a determination adverse to the City would have a material adverse effect upon the financial condition or the revenues of the City, or which, in any manner questions the right of the City to pledge the Assessments to the payment of the Bonds; (ix) a certificate of the Fiscal Agent, dated the date of Closing, to the following effect: (A) the Fiscal Agent is duly organized and existing as a national banking association in good standing under the laws of the United States of America, having the full power and authority to enter into and perform its duties under the Fiscal Agent Agreement, (B) the Fiscal Agent is duly authorized to enter into the Fiscal Agent Agreement, and (C) to its best knowledge after due inquiry, there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or governmental district, public board or body pending against the Fiscal Agent or threatened against the Fiscal Agent which would affect the existence of the Fiscal Agent or in any way contesting or affecting the validity or enforceability of the Fiscal Agent Agreement or contesting the powers of the Fiscal Agent or its authority to enter into and perform its obligation under the Fiscal Agent Agreement; (xi) evidence that Federal Form 8038 has been executed by the City and I will be filed with the Internal Revenue Service; (xi) a nonarbitrage certificate of the City in form and substance acceptable to Bond Counsel; and (xii) such additional legal opinions, certificates, proceedings, instruments and other documents as we may reasonably request to evidence compliance by the City with legal requirements, the truth and accuracy, as of the time of Closing, of the representations of the City herein and the due performance or satisfaction by the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the City. 5. If the City shall be unable to satisfy the conditions to the Underwriter's obligations contained in this Contract of Purchase, or if the Underwriter's obligations shall be terminated for any reason permitted herein, this Contract of Purchase shall terminate and neither the Underwriter nor the City shall have any further obligation hereunder. 6. The Underwriter shall be under no obligation to pay and the City shall pay or cause to be paid the expenses incident to the performance of the obligations of the City hereunder including but not limited to (a) the costs of the preparation and printing, or other reproduction (for distribution on or prior to the date hereof) cf the City Documents and the cost of preparing, printing, issuing and delivering the definitive Bonds, (b) the fees and disbursements of any counsel, financial advisors, accountants or other experts or consultants retained by the City; (c) the fees and disbursements of Bond Counsel and Disclosure Counsel; and (d) the cost of printing of the Preliminary Official Statement and any supplements and amendments thereto and the cost of printing of the Official Statement, including the requisite number of copies thereof for distribution by the Underwriter. -8- The Underwriter shall pay and the City shall be under no obligation to pay all expenses incurred by it in connection with the public offering and distribution of the Bonds, including but not limited to (a) reporting fees chargeable by the California Debt and Investment Advisory Commission, and (b) CUSIP Service Bureau fees. 7. Any notice or other communication to be given to the City under this Contract of Purchase may be given by delivering the same in writing at your address set forth above and any such notice or other communications to be given to the Underwriter may be given by delivering the same in writing to Stone & Youngberg LLC, 515 South Figueroa Street, Suite 1060, Los Angeles, California 90071, Attention: Dawn Vincent. -9- 8. This Contract of Purchase is made solely for the benefit of the City and the Underwriter (including the successors or assigns of the Underwriter) and no other persons, partnership, association or corporation shall acquire or have any right hereunder or by virtue hereof. All representations and agreements of the City in this Contract of Purchase shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Bonds. This Contract of Purchase shall be governed by the laws of the State of California. This Contract of Purchase may be signed in multiple counterparts. STONE & YOUNGBERG LLC By: Its: ManaRin,q Director Accepted and agreed to as of the date first stated above: CITY OF TEMECULA By: Itc: Director of Finance 20002.05:J6868 -10- EXHIBIT A MATURITY SCHEDULE FOR THE BONDS Principal Payment Date (September2) 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Principal Interest Price or Amount Rate Yield Quint & Thimmig LLP MARKED TO SHOW CHANGES. CONTINUING DISCLOSURE CERTIFICATE 9/3/03 9/~3/03 This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Temecula (the "City"), in connection with the issuance by the City of its $. City of Temecula Assessment District No. 03-04 (John Warner Road) Limited Obligation Improvement Bonds (the "Bonds"). The Bonds are being issued pursuant to a Fiscal Agent Agreement, dated as of October 1, 2003 (the "Fiscal Agent Agreement"), between the City and U.S. Bank National Association, as fiscal agent (the "Fiscal Agent"). The City hereby 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 Bonds and in order to assist the Participating Underwriter (defined below) in complying with S.E.C. Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, 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 National Association, or any successor Dissemination Agent designated in writing by the City and which has filed with the City and the Fiscal Agent 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. "Official Statement"shall mean the Official Statement relating to the Bonds. "Participating Underwriter" shall mean Stone & Youngberg LLC, the original underwriter of the Bonds. "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. R:/Agenda Reports/Cont Disclosure Cert John Warner 9 23 1 Section 3. Provision of Annual Reports. (a) The City shall, or shall cause the Dissemination Agent to, not later than eight (8) months after the end of the City's fiscal year, commencing with the report for the 2003-2004 fiscal year, provide to the Participating Underwriter and each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. 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 5(c). (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 hereto 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) 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 of the City 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 such 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, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) Unless otherwise provided in the audited financial statements filed on or prior to the annual filing deadline for the Annual Reports provided for in Section 3 above, financial information and operating data with respect to the Assessment District for the preceding fiscal year, substantially similar to that provided in any corresponding tables and charts in the Official Statement for the Bonds (if applicable), as follows: (i) Principal amount of the Bonds then outstanding as of the end of the Fiscal Year covered by the respective Annual Report. (ii) Balances in the Improvement Fund, the Redemption Fund and the Reserve Fund created pursuant to the Fiscal Agent Agreement as of the end of the Fiscal Year covered by the respective Annual Report. (iii) Ownership and Aassessed value (per the Riverside County records) of each parcel currently subject to the Assessments within the Assessment District, showing the assessed valuation for land and the assessed valuation for all improvements, as shown on the Riverside County Assessor's last-equalized tax rollvv.v,v.'~ .,~"' most recently released prior to the date of the respective Annual Report. ~Delbquency information, including a lis~ of all parcels delinquent in the payment of the Assessments, amounts of delinquencies, length of delinquency and status of any foreclosure for each parcel listed (including results of foreclosure sales). 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, 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. ']'he 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 paragraphs (a) and (b) of this Section, the City shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. Section 5. Reportinq of Siqnificant 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 Bonds, if material: (i) Principal and interest payment delinquencies. (ii) Non-payment related defaults. (iii) Unscheduled draws on debt service reserves reflecting financial difficulties. (iv) Unscheduled draws on credit enhancements reflecting financial difficulties. (v) Substitution of credit or liquidity providers, or their failure to perform. (vi) 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. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(viii) and (ix) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds pursuant to the Fiscal Agent Agreement. Section 6. Termination of Reporting Obliqation. The City's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). Section 7. Dissemination Aqent. 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 Dissemination Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be U.S. Bank National Association. The Dissemination Agent may at any time resign by providing thirty days written notice to the City and the Fiscal Agent, such resignation to become effective upon acceptance of appointment by a successor Dissemination Agent. Upon receiving notice of such resignation, the City shall promptly appoint a successor Dissemination Agent by an instrument in writing, delivered to the Fiscal Agent. If no appointment of a successor Dissemination Agent shall be made pursuant to the forgoing provisions of this Section within forty-five (45) days after the Dissemination Agent shall have given to the City and the Fiscal Agent written notice of its resignation, the Dissemination Agent may apply to any court of competent jurisdiction to appoint a successor Dissemination Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Dissemination Agent. The City shall provide the Fiscal Agent with written notice of the identity of any successor Dissemination Agent appointed or engaged by the City. 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: (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 Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; (c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of holders, or (ii) does not, in the opinion of the City or nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds; and (d) no amendment increasing or affecting the obligations or duties of the Dissemination Agent or the Fiscal Agent shall be made without the consent of either such party. 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 Fiscal Agent may (and, at the request of any Participating Underwriter or the holders of at least 10% aggregate principal amount of Outstanding Bonds and upon receipt of indemnification satisfactory to it, shall), or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. Notwithstanding the foregoing, a default under this Disclosure Certificate shall not be, or be deemed to be, a default under the Fiscal Agent Agreement or the Bonds, 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. Section 11. Duties Immunities and Liabilities of Dissemination Aqent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and -5- the City agrees to indemnify and save the Dissemination Agent (if other than the City), its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it 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 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 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 Bondholders 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 Bonds. Any company succeeding to all or substantially all of the Dissemination Agent's corporate trust business shall be the successor to the Dissemination Agent hereunder without the execution or filing of any paper or further act Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. Date: October__, 2003 CITY OFTEMECULA The undersigned hereby agrees to act as Dissemination Agent pursuant to the foregoing Continuing Disclosure Certificate U.S. BANK NATIONAL ASSOCIATION By: Its: By: Its: 20002.05:J6930 -6- EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Temecula, California Name of Bond Issue: $. City of Temecula Assessment District No. 03-04 (John Warner Road) Limited Obligation Improvement Bonds Date of Issuance: October __, 2003 NOTICE IS HEREBY GIVEN that the City of Temecula (the "City") has not provided an Annual Report with respect to the above-named Bonds as required by that certain Continuing Disclosure Certificate dated October __, 2003 with respect to the Bonds. The City anticipates that the Annual Report will be filed by Dated: CITY OF TEMECULA By. Its CC: U.S. Bank National Association Corporate Trust Services MAC #E2818-176 707 Wilshire Boulevard, 17th Floor Los Angeles, CA 90017 ITEM 16 APPROVAL CITY ATTORNEY DIRECTOR OF FIN/~E CITY MANAGER ~ TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Council Shawn Nelson, City Manager September 23, 2003 Senate Bill 87 (Placed on the Agenda by Mayor Pro Tern Mike Naggar, Councilmember Jeff Comerchero, and Councilmember Ron Roberts) RECOMMENDATION: That the City Council provide direction to staff regarding to pursuing approval of Senate Bill (SB) 87. BACKGROUND: On Friday, September 12, 2003, which was the last day of the legislative calendar for this calendar year, we were informed by Senator Hollingsworth's Office that SB 87 had been withdrawn from consideration by the State Legislature because of concerns related to property owners adjacent to 79 South. SB 87 would relinquish 79 North and South within the City boundaries from Caltrans to the City of Temecula. This would allow the City to better synchronize traffic signals along these highways to significantly improve traffic flow and respond more quickly to signal problems and repairs. SB 87 was identified during the FY 2003-04 budget process as a top priority for the City Council. Senator Hollingsworth agreed to author SB 87 and submitted it for consideration by the State Legislature in January 2003. Until the last day of the legislative calendar, the City was of the understanding that Senator Hollingsworth strongly supported this bill. On Tuesday, September 16, 2003, Mayor Pro Tem Mike Naggar and I met with Senator Hollingsworth to discuss his concerns related to SB 87. Senator Hollingsworth stated that he was concerned about two property owners on 79 South: Andy Domenigoni and John Moramarco. The two properties are located adjacent to Bedford Court. Senator Hollingsworth stated he was concerned that Mr. Moramarco's property does not have adequate ingress and egress access, and that Mr. Domenigoni expressed concerns about the potential of the traffic signal being removed at Bedford Court. Senator Hollingsworth further stated that if the City had jurisdiction of the highways, it would strengthen the City's ability to have the traffic signal at Bedford Court removed. It was explained to Senator Hollingsworth that Caltrans would still have ultimate jurisdiction over access issues along 79 South between the interchange and the traffic signal at Bedford Court because of its close proximity to the interchange. Therefore, it was stated to Mr. Hollingsworth that Caltrans is the agency that has final authority as to whether the Bedford Court traffic signal will be removed (See attached letter from Caltrans). It is Senator Hollingsworth's position that the City must resolve this issue to the satisfaction of the property owners or he will not move this bill forward. As a result, it is recommended that the City work with a different legislator in the State Senate or Assembly to author and move this important bill forward so the City can be in a position to have local control over the traffic signal timing and repairs along both our busy State highways to improve traffic flow for our citizens in Temecula and Southwest Riverside County. FISCAL IMPACT: Costs associated with assuming responsibilities of both our State highways have already been included in the FY 2003-04 Operating Budget. · STATE OF C'AL[FORNIA - BUSINESS, TRANSPORTATION AND HOUSING AGENCY DEPARTMENT OF TRANSPORTATION I)I$~TIUCT 8, (MS-716) 464 WEST FOURTH STREET, 6TM FLOOR SAN BEKNARDINO, CA 92401-1400 PHONE: (909) 383-4226 FAX: (909) 3834445 ORAY DAVIS, Governor August 8, 2001 RECEIVED AUG 1 6 2001 CITY OF TEMECULA ENGINEERING DEPARTMENT 08-Riv-79(S)-PM19.451/19.715 Mr. William G. Hughes Director of Public Works/City Engineer City of Temecula P. O. Box 9033 Temecula, CA 92589-9033 Dear Mr. Hughes: Proposed La Paz Commercial Center Proiect This is in response to your letter concerning the access to properties along the north side of State Route 79 from the 1-15 interchange to La Paz Road in the city of Temecula. Also requested was concurrence of "scope of work" for the preparation of traffic study for this location. The "scope of work" is not addressed in this letter. After further analysis of your request for full access at SR 79 and Bedford Court, we found that allowing full movements would significantly degrade the operation of the highway, including the signalized intersections adjacent to this intersection. Furthermore, with additional conflicts in an already congested intersection, there is a concern that additional accidents may occur. Compounding these concerns is the city of Temecula's restriction of the four parcels access, ingress/egress, to the State highway only. This requirement was drafted between the city of Temecula and the Ranchitos Homeowner's Association without Caltrans' input. Additionally, this segment of highway is presently "accessed controlled" due to its proximity to the entrance to Interstate 15, therefore, prohibiting access to SR 79. As an alternative, to enhance both safety and the operation of this segment of highway, we recommend that the traffic signal be removed from the intersection of SR 79 at Bedford Court. Additionally, a raised curb median will have to be constructed between 1-15 interchange and La Paz Road to restrict turning movements to fight-in/right-out With this, we can consider a driveway (right-in/right-out) on the north side of SR 79, assuming that access control can be Mr. William G. Hughes August 8, 2001 Page 2 relinquished. One requirement is that an additional access is provided from La Paz Road or Via Vallejo to complete the traffic circulation of the proposed developments. Attached is the analysis that substantiates our recommendation. If you have any question or comments, please call me at (909) 383-4226 or Ed Famaghi of my staffat (909) 383-6442. Veu truly yours, JOHN PAGANO Chief, Highway Operations Surveillance Region A Attachment ITEM 17 APPROVAL CITY ATTORNEY DIRECTOR OF FINA~IE~ CITY MANAGER /~f// / TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council Herman Parker, Director of Community ServiceL~~ September 23, 2003 Cable, Video and Telecommunications Ordinance PREPARED BY: ~l'~r'Phyllis L. Ruse, Deputy Director of Community Services RECOMMENDATION: That the City Council adopt an Ordinance entitled: ORDINANCE NO. 2003- AN ORDINANCE OF THE CITY OF TEIVIECULA REGULATING CABLE, VIDEO, AND TELECOMMUNICATIONS SERVICE PROVIDERS, AND AMENDING IN ITS ENTIRETY CHAPTER 5.12 OF TITLE 5 OF THE TEMECULA MUNICIPAL CODE DISCUSSION: On August 26, 2003, the City Council introduced and read the title only of the Cable, Video and Telecommunications Ordinance. At that meeting, a representative from Verizon raised concerns with some of the rights-of-way provisions of the Ordinance. The City Attorney suggested two possible changes to the Ordinance that would address Verizon's concerns. Those changes are: 1) Additional language in the introductory portion of the Ordinance to say the Ordinance will comply with all applicable Federal and State laws 2) Incorporate the City's normal appeal procedure within the introductory portion of the Ordinance Council directed staff to make the suggested modifications to the Ordinance. The changes appear in Section 5.12.020.B.2 and Section 5.12.160.D, espectively. Staff has sent and received several e-mails and participated in a conference call with Verizon representatives subsequent to the Council meeting to discuss remaining questions and concerns. Verizon's most recent e-mail is attached as reference. Verizon continued to raise their original objections to certain provisions of the Ordinance and requested additional or different language in R:\RUSEPgAGENDAS\telecommunicatJons ordinance 9-23-03.doc the Ordinance. Verizon's concerns are that the Ordinance language may allow the City to place an unreasonable or impracticable burden on utility providers or keep them from complying with statutory or regulatory mandates. Staff's position is that the first change made by Council in Section 5.12.020.B.2 protects providers from this concern. Verizon also opines that the use of construction windows will unnecessarily delay the provisioning of services to customers. The Public Works Department currently hosts a quaderly utility coordination meeting. The purpose of the meetings is to coordinate construction activities, resolve scheduling conflicts, and discuss any outstanding issues concerning encroachment permits. All utility providers working within the City are invited to attend these meetings. Staff has assured Verizon representatives that this procedure or one similar to it will continue to be implemented and that emergency repairs or service needs will be accommodated. Again, it is not the City's position to place any service provider in a position of being unable to meet State and Federal statutory requirements or to provide services to customers. Verizon further raises similar concerns about size, dimensions and spacing of facilities, it is staff's position that the Ordinance does not dictate any specific requirements on any of these issues. It merely is the enabling framework that reserves the City's rights to manage the public rights-of-way and delegates the responsibility of such management to the City Manager or Director of Public Works, as appropriate, or their designees. In the event the service provider believes that staff requirements are incorrect, unreasonable or burdensome, the provider has the right to appeal the decision. The appeal procedure has been incorporated in Section 5.12.160.D at Council's direction. After careful consideration of Vedzon's objections, the City Attomey's office and City staff have concluded that the provisions of the Ordinance, as amended by the City Council at the meeting of August 23, 2003, are appropriate. Staff will continue to work cooperatively with all service providers utilizing the public rights-of-way to ensure provision of needed services to our residents and businesses and protection of the City's rights-of-way. It is staff's recommendation that the Council adopt the Ordinance in its current form. FISCAL IMPACT: Thero is no immediate fiscal impact with the adoption of this Ordinance. Attachment: Most recent e-mail from Vedzon, dated September 18, 2003 R:\RUSEP~AGENDAS\telecommunicatJons ordinance 9-23-03,doc ORDINANCE NO. 03-11 AN ORDINANCE OF THE CITY OF TEMECULA REGULATING CABLE, VIDEO, AND TELECOMMUNICATIONS SERVICE PROVIDERS, AND AMENDING 1N ITS ENTIRETY CHAPTER 5.12 OF TITLE 5 OF THE TEMECULA MUNICIPAL CODE THE CITY COUNCIL OF THE CITY OF TEMECULA DOES ORDAIN AS FOLLOWS: Section 1. repealed in its entirety. Chapter 5.12 of Title 5 of the Temecula Municipal Code is Section 2. The Temecula Municipal Code is amended by adding to Title 5 a new Chapter 5.12 to read as follows: "CABLE, VIDEO, AND TELECOMMUNICATIONS SERVICE PROVIDERS ARTICLE 1. GENERAL PROVISIONS 5.12.010 Title This ordinance is known and may be cited as the "Cable, Video, and Telecommunications Service Providers Ordinance" of the City of Temecula. 5.12.020 Purpose and Intent A. The City Council finds and determines as follows: 1. The development of cable, video, and telecommunications services and systems may provide significant benefits for, and have substantial impacts upon, the residents of the City. 2. Because of the complex and rapidly changing technology associated with cable, video, and telecommunications services and systems, the public convenience, safety, and general welfare can best be served by the City's exercise of its regulatory powers. 3. This chapter adopts provisions that authorize the City to regulate cable, video, and telecommunications service providers to the extent authorized by federal and state law, including but not limited to the federal Cable Communications Policy Act of 1984, the federal Cable Television Consumer Protection and Competition Act of 1992, the federal Telecommunications Act of 1996, applicable regulations of the Federal Communications Commission, and applicable California statutes and regulations. 743035-4 1 4. The cable, video, and telecommunications services that are addressed in this chapter include services provided by cable television systems, open video systems, master antenna television systems, satellite master antenna television systems, direct broadcast satellite systems, multichannel multipoint distribution systems, local multipoint distribution systems, and other providers of video programming, whatever their technology, as well as voice and data services provided by telephone corporations. B. The purpose and intent of this ordinance is to provide for the attainment of the following objectives: 1. To enable the City to discharge its public trust in a manner consistent with rapidly evolving federal and state regulatory policies, industry competition, and technological development. 2. To authorize and to manage reasonable access to the City's public fights-of-way and public property for cable, video, and telecommunications purposes on a competitively neutral and nondiscriminatory basis, and in a manner consistent with all applicable federal and state statutes and regulations. 3. To obtain fair and reasonable compensation for the City and its residents for authorizing the private use of the public rights-of-way and public property. 4. To promote competition in cable, video, and telecommunications services, minimize unnecessary local regulation of cable, video, and telecommunications service providers, and encourage the delivery of advanced and competitive cable, video, and telecommunications services on the broadest possible basis to local government and to the businesses, institutions, and residents of the City. 5. To establish clear local guidelines, standards, and time frames for the exercise of local authority with respect to the regulation of cable, video, and telecommunications service providers. 6. To encourage the deployment of advanced cable, video, and telecommunications infrastructure that satisfies local needs, delivers enhanced services, and provides informed consumer choices in an evolving cable, video, and telecommunications marketplace. 7. To maintain and to enhance public, educational, and governmental programming opportunities that will enable local government to communicate with its residents and to provide them with alternate means of disseminating information. 5.12.030 Defined Terms and Phrases Various terms and phrases used in this ordinance are defined below in Section 5.12.170. 743035-4 2 5.12.035 Suspension and Waiver of Application Fee Deposits A. With regard to any application fee deposit for an initial franchise, or for the renewal ora franchise, or for the transfer or change in control of a franchise that is authorized by this Chapter 5.12, the City Manager may suspend that application fee deposit in accordance with this section. B. The City Manager, in consultation with the City Attorney, will review all written information submitted by the applicant or franchisee in support of its contention that applicable law prohibits imposition of the application fee deposit provided for by this Chapter 5.12. Ifa determination is made that applicable law supports the contention of the applicant or franchisee, then the City Manager may suspend the imposition of the application fee deposit; provided, however, that such suspension must be ratified by the City Council within 30 days after the City Manager's determination and, if ratified, the application fee deposit will be deemed to have been waived." ARTICLE 2. CABLE TELEVISION SYSTEMS 5.12.040 Authority and Findings A. In accordance with applicable federal and state law, the City is authorized to grant one or more nonexclusive franchises to construct, reconstruct, operate, and maintain cable television systems within the City limits. B. The City Council finds that the development of cable television services may provide significant benefits for, and substantial impacts upon, the residents of the City. Because of the complex and rapidly changing technology associated with cable television, the City Council further finds that the public convenience, safety, and general welfare can best be served by establishing regulatory powers to be exercised by the City. This Article 2 is intended to specify the means for providing to the public the best possible cable television services, and every franchise issued in accordance with this Article 2 is intended to achieve this primary objective. It is the further intent of this Article 2 to adopt regulatory provisions that will enable the City to regulate cable television services to the maximum extent authorized by federal and state law. 5.12.050 Franchise Terms and Conditions A. Franchise Purposes A franchise granted by the City under the provisions of this Article 2 may authorize the Grantee to do the following: 1. To engage in the business of providing cable television services that are authorized by law and that the Grantee elects to provide to its subscribers within the designated franchise service area. 743035-4 3 2. To erect, install, construct, repair, rebuild, reconstruct, replace, maintain, and retain, cable lines, related electronic equipment, supporting structures, appurtenances, and other property in connection with the operation of the cable system in, on, over, under, upon, along and across streets and public rights-of-way within the designated franchise service area. 3. To maintain and operate the franchise properties for the origination, reception, transmission, amplification, and distribution of television and radio signals, and for the delivery of cable services and such other services as may be authorized by law. B. Franchise Required It is unlawful for any person to construct, install, or operate a cable television system within any street or public way in the City without first obtaining a franchise under the provisions of this Article 2. C. Term oftheFranchise 1. A franchise granted under this Article 2 will be for the term specified in the franchise agreement, commencing upon the effective date of the resolution adopted by the City Council that authorizes the franchise. 2. A franchise granted under this Article 2 may be renewed upon application by the Grantee in accordance with the then-applicable provisions of state and federal law and this Article 2. D. Franchise Service Area A franchise is effective within the territorial limits of the City, and within any area added to the City during the term of the franchise, unless otherwise specified in the resolution granting the franchise or in the franchise agreement. E. Federal or State Jurisdiction This Article 2 will be construed in a manner consistent with all applicable federal and state laws, and it applies to all fi-anchises granted or renewed after the effective date of this chapter, to the extent authorized by applicable law. F. Franchise Non-Transferable 1. Grantee may not sell, transfer, lease, assign, sublet, or dispose of, in whole or in part, either by forced or involuntary sale, or by ordinary sale, contract, consolidation, or otherwise, the franchise or any of the rights or privileges therein granted, without the prior written consent of the City Council, which consent may not be unreasonably denied or delayed. Any attempt to sell, transfer, lease, assign, or otherwise dispose of the franchise without the written consent of the City Council is null and void. The granting of a security interest in any assets of the Grantee, or any mortgage or other hypothecation, will not be 7430354 4 deemed a transfer for the purposes of this subsection. A transfer to a person or entity owned or controlled by or under common ownership or control of Grantee shall not be deemed a transfer for the purposes of this subsection. 2. The requirements of subsection (1) apply to any change in control of Grantee. The word "control" as used herein is not limited to the ownership of major stockholder or partnership interests, but includes actual working control in whatever manner exercised. If Grantee is a partnership or a corporation, prior authorization of the City Council is required where ownership or control of 25 percent or more of the partnership interests or of the voting stock of Grantee, or any company in the tier of companies controlling the Grantee, whether directly or indirectly, is acquired by a person or a group of persons acting in concert, none of whom, individually or collectively, owns or controls those partnership interests or that voting stock of the Grantee, or Grantee's upper tier of controlling companies, as of the effective date of the franchise. 3. Unless precluded by federal law, Grantee must give prior written notice to the City of any proposed foreclosure or judicial sale of all or a substantial part of the Grantee's franchise property. That notification will be considered by the City as notice that a change in control of ownership of the franchise will take place, and the provisions of this paragraph that require the prior written consent of the City Council to that change in control of ownership will apply. 4. For the purpose of determining whether it will consent to an acquisition, transfer, or change in control, the City may inquire about the qualifications of the prospective transferee or controlling party, and Grantee must assist the City in that inquiry. In seeking the City's consent to any change of ownership or control, Grantee or the proposed transferee, or both, must complete Federal Communications Commission Form 394 or its equivalent. This application must be submitted to the City not less than 120 days prior to the proposed date of transfer. The transferee must establish that it possesses the legal, financial, and technical capability to remedy all then-existing defaults and deficiencies, and, during the remaining term of the franchise, to operate and maintain the cable system and to comply with all franchise requirements. If the legal, financial, and technical qualifications of the proposed transferee are determined to be satisfactory, then the City will consent to the transfer of the franchise. 5. Any financial institution holding a pledge of the Grantee's assets to secure the advance of money for the construction or operation of the franchise property has the right to notify the City that it, or a designee satisfactory to the City, will take control of and operate the cable television system upon Grantee's default in its financial obligations. Further, that financial institution must also submit a plan for such operation within 90 days after assuming control. The plan must insure continued service and compliance with all franchise requirements during the period that the financial institution will exercise control over the system. The financial institution may not exercise control over the system for a period exceeding one year unless authorized by the City, in its sole discretion, and during that period of time it will have the right to petition the City to transfer the franchise to another Grantee. 7430354 5 6. Unless prohibited by applicable law, Grantee must reimburse the City for the City's reasonable review and processing expenses incurred in connection with any transfer or change in control of the franchise. These expenses may include, without limitation, costs of administrative review, financial, legal, and technical evaluation of the proposed transferee, consultants (including technical and legal experts and all costs incurred by these experts), notice and publication costs, and document preparation expenses. The total amount of these reimbursable expenses may be subject to maximum limits that are specified in the franchise agreement between the City and the Grantee. No reimbursement may be offset against any franchise fee payable to the City during the term of the franchise. G. Geo~aphical Coverage 1. Unless otherwise provided in the franchise agreement, Grantee must design, construct, and maintain the cable television system to have the capability to pass every dwelling unit and commercial building in the franchise service area, subject to any service- area line extension requirements or territorial restrictions set forth in the franchise agreement. 2. After service has been established by activating trunk or distribution cables for any service area, Grantee must provide standard installations to any requesting subscriber within that activated part of the service area within seven days from the date of request, or such longer time as may be requested by the subscriber, provided that the Grantee is able to secure on reasonable terms and conditions all rights-of-way and permits necessary to extend service to that subscriber within that period. Standard installations are defined as installations that are located up to 125 feet from the existing distribution system and do not require trenching to serve. H. Nonexclusive Franchise Every franchise granted is nonexclusive. The City specifically reserves the right to grant, at any time, such additional franchises for a cable television system that it deems appropriate, subject to applicable state and federal law. If an additional franchise is proposed to be granted to a subsequent Grantee, a noticed public hearing must first be held if required by the provisions of Government Code § 53066.3. I. Multiple Franchises 1. The City may grant any number of franchises, subject to applicable state and federal law. The City may limit the number of franchises granted, based upon, but not necessarily limited to, the requirements of applicable law and the following specific local considerations: a. The capacity of the public rights-of-way to accommodate multiple cables in addition to the cables, conduits, and pipes of the existing utility systems, such as electrical power, telephone, gas, and sewerage. b. The benefits that may accrue to subscribers as a result of cable system competition, such as lower rates and improved service. 743035-4 6 c. The disadvantages that may result from cable system competition, such as the requirement for multiple pedestals on residents' property, and the disruption arising from numerous excavations within the public rights-of-way. 2. The City may require that any new Grantee be responsible for its own underground trenching and the associated costs if, in the City's opinion, the rights- of-way in any particular area cannot reasonably accommodate additional cables. 5.I2.060 Franchise Applications and Renewal A. Filing of Applications Any person desiring an initial franchise for a cable television system must file an application with the City. An application fee deposit in an amount established by resolution of the City Council must accompany the application. That application fee deposit will cover all anticipated costs associated with reviewing and processing the application, including without limitation costs of administrative review, financial, legal, and technical evaluation of the applicant, consultants (including technical and legal experts and all costs incurred by those experts), notice and publication requirements, and document preparation expenses. If actual costs exceed the application fee deposit, the applicant must pay the difference to the City within 30 days following receipt of an itemized statement of those costs. If actual costs are less than the application fee deposit, the remaining balance will be refunded to the applicant. B. Applications - Contents An application for an initial franchise for a cable television system must contain, as applicable: 1. A statement describing the proposed franchise service area and an explanation whether this proposed service area is, or will be, part ora larger regional cluster of franchise service areas. 2. A resume of the applicant's prior history, including the applicant's experience and expertise in the cable television industry. 3. A list of the partners, general and limited, of the applicant, ifa partnership, or the percentage of stock owned or controlled by each stockholder, if a closely-held corporation. If the applicant is a publicly-owned partnership or corporation, each owner of 10 percent or more of the partnership interests, or of the issued and outstanding capital stock, must be identified. If the applicant is a limited liability company, the following information must be provided: the address of its principal executive office; the name and business or residence address of each member and of each holder of an economic interest in the limited liability company, together with the contribution and the share in profits and losses of each member and holder of an economic interest; the name and business or residence address of any manager or managers and the chief executive officer, if any, appointed or elected in accordance with the articles of organization or operating agreement. 743035-4 7 4. A list of officers, directors, and managing employees of the applicant, and a description of the background and qualifications of each such person. 5. A statement specifying the number of people employed by the applicant, whether on a full-time or part-time basis. 6. The names and addresses of any parent or subsidiary of the applicant, or any other business entity owning or controlling applicant in whole or in part, or that is owned or controlled in whole or in part by the applicant. 7. Financial statements prepared in accordance with generally accepted accounting principles that demonstrate the applicant's financial ability to: a. Construct, operate, maintain and remove any new physical plant that is proposed to be constructed in the City. governmental access requirements. Comply with the City's public, educational, and c. Comply with the City's requirement that franchise fees be paid on the applicant's gross revenues derived from the operation of the cable system to provide cable services. 8. An accurate map showing the location of any existing telecommunications facilities in the City that the applicant intends to use, to purchase, or to lease. 9. A description of the cable services and any other services that will be offered by the applicant using existing or proposed facilities. 10. The proposed construction and service schedule, the proposed rate structure for cable services, and the proposed commitment to provide public, educational, and governmental access capacity, services, facilities, and equipment. 11. Any additional information that the City deems to be reasonably necessary to evaluate the applicant's qualifications. C. Consideration of Initial Applications 1. Upon receipt of an application for an initial franchise, the City Manager or the City Manager's designee must prepare a report and make recommendations to the City Council concerning that application. 2. A public hearing will be noticed prior to any initial franchise grant, at a time and date approved by the City Council. Within 30 days after the close of the hearing, the City Council will make a decision, based upon the documents and testimony received at the hearing, whether the franchise should be granted, and, if granted, subject to what 743035-4 8 conditions. The City Council may grant one or more franchises, or may decline to grant any franchise. D. Franchise Renewal Franchise renewals will be processed in accordance with then-applicable law and with the renewal terms, if any, of the franchise agreement. The City and Grantee, by mutual consent, may enter into renewal negotiations at any time during the term of the franchise. Unless prohibited by applicable law, a renewal application fee deposit in an amount established by resolution of the City Council must accompany the renewal application or the renewal request. That renewal application fee deposit will cover all anticipated costs associated with reviewing and processing the renewal application, including the review of Grantee's prior compliance with the franchise, the ascertainment of the community's cable-related needs and interests, the engagement of technical and legal consultants, and expenses related to negotiations and document preparation. If actual costs exceed the renewal application fee deposit, the Grantee must pay the difference to the City within 30 days following receipt of an itemized statement of those costs. If actual costs are less than the renewal application fee deposit, the remaining balance will be refunded to the Grantee. No renewal application fee may be offset against any franchise fee payable to the City during the term of the franchise. The City Council may authorize the renewal of a cable television franchise agreement by resolution. 5.12.070 Contents of Cable Television Franchise Agreements A. The provisions of a franchise agreement for the operation of a cable television system may relate to or include, without limitation, the following subject matters: 1. The geographical area, duration, and nonexclusive nature of the franchise. 2. The applicable franchise fee to be paid to the City, including the percentage amount, the method of computation, and the time for payment. 3. Requirements relating to compliance with and implementation of state and federal laws and regulations pertaining to the operation of the cable television system. 4. Requirements relating to the construction, upgrade, or rebuild of the cable television system, as well as the provision of special services, such as outlets for public buildings, emergency alert capability, and parental control devices. 5. Requirements relating to the maintenance o f a performance bond, a security fund, a letter of credit, or similar assurances to secure the performance of the Grantee's obligations under the franchise agreement. 6. Requirements relating to comprehensive liability insurance, workers' compensation insurance, and indemnification. 743035-4 9 7. Requirements relating to consumer protection and customer service standards, which requirements may include, without limitation, compliance with the statutes, rules and regulations set forth below in Section 5.12.080 of this Article 2. 8. Requirements relating to the Grantee's support of local cable usage, including the provision of public, educational, and governmental access channels, the coverage of public meetings and special events, and financial support for the required access channels. 9. Requirements relating to the Grantee's obligation to provide an institutional network, and channel capacity on that institutional network for educational or governmental use, subject to the City's rules and procedures for the use of such channel capacity and for compatibility with any telecommunications network that has been or may be developed by the City. 10. Requirements relating to construction, operation, and maintenance of the cable television system within the City's streets and public rights-of-way, including compliance with all applicable building codes and permit requirements of the City, the abandonment, removal, or relocation of facilities, and compliance with FCC technical standards. 11. Requirements relating to recordkeeping, accounting procedures, reporting, periodic audits, performance reviews, the inspection of Grantee's books and records, and reimbursement for technical audits and franchise fee audits under specified cimumstances. 12. Acts or omissions constituting material breaches of or defaults under the franchise agreement, and the applicable penalties or remedies for such breaches or defaults, including fines, penalties, liquidated damages, suspension, revocation, and termination. 13. Requirements relating to the sale, assignment, or other transfer or change in control of the franchise. 14. The Grantee's obligation to maintain continuity of service and to authorize, under certain specified circumstances, the City's operation and management of the cable system. 15. Such additional requirements, conditions, policies, and procedures as may be mutually agreed upon by the parties to the franchise agreement and that will, in the judgment of City staff and the City Council, best serve the public interest and protect the public health, welfare, and safety. B. If there is any conflict or inconsistency between the provisions of a franchise agreement authorized by the City Council and provisions of this Article 2, the provisions of the franchise agreement will control. 743035-4 10 5.12.080 Consumer Protection and Service Standards A. Operational Standards. 1. Grantee must maintain the necessary facilities, equipment, and personnel to comply with the following consumer protection and service standards under normal operating conditions: a. Sufficient toll-free telephone line capacity during normal business hours to ensure that telephone calls are answered promptly. Telephone answer time by a customer service representative, including wait time, may not exceed 30 seconds when the connection is made. If the call needs to be transferred, transfer time must not exceed 30 seconds. percent of the time, measured quarterly. A caller must receive a busy signal less than three c. Emergency toll-free telephone line capacity on a 24-hour basis, including weekends and holidays. After normal business hours, the telephone calls may be answered by a service or an automated response system, including an answering machine. Calls received after normal business hours must be responded to by a trained company representative on the next business day. d. A conveniently-located local business and service or payment office open during normal business hours at least eight hours daily on weekdays, and at least four hours weekly on evenings or weekends, and adequately staffed with trained customer service representatives to accept subscriber payments and to respond to service requests, inquiries, and complaints. e. An emergency system maintenance and repair staff, capable of responding to and repairing major system malfunctions on a 24-hour per day basis. f. A trained installation staff must provide service to any subscriber requiring a standard installation within seven days after receipt of a request, or such longer time as may be requested by the subscriber, in all areas where trunk and feeder cable have been activated. g. The Grantee must schedule, within a specified four- hour time period Monday through Saturday (legal holidays excluded), all appointments with subscribers for installation of service, service calls, and other activities at the subscriber's location. The Grantee may schedule installation and service calls outside of normal business hours for the convenience of the subscriber. The Grantee may not cancel an appointment with a subscriber after the close of business on the business day prior to the scheduled appointment. If a Grantee representative is delayed in keeping an appointment with a subscriber and will not be able to honor the scheduled appointment, the subscriber must be contacted prior to the time of the scheduled appointment, and the appointment must be rescheduled, as necessary, at a time that is convenient for the subscriber. The Grantee must undertake appropriate quality control measures to ensure that the customer is satisfied with the work. 743035-4 11 h. Subscribers who have experienced a late or a missed appointment due to the fault of the Grantee will receive either a free installation or a $20 credit. i. Upon a subscriber's request, the Grantee will arrange for pickup or replacement of converters or other equipment provided by the Grantee at the subscriber's address within 14 days after the request is made if the subscriber is mobility- limited. 2. Under normal operating conditions, the standards of subparagraphs (a), (c), (f) and (g) above must be met not less than ninety percent of the time, measured on a quarterly basis. B. Service Standards 1. The Grantee will render efficient service, make repairs promptly, and interrupt service only for good cause and for the shortest time possible. Except in emergency situations, scheduled interruptions will occur during a period of minimum use of the cable system, preferably between midnight and 6:00 a.m. Unless the scheduled interruption lasts for no more than two hours and occurs between midnight and 6:00 a.m. (in which event 24-hours prior notice must be given to the City), 48-hours prior notice must be given to subscribers. 2. The Grantee will maintain a repair force of technicians who will respond to subscriber requests for service within the following time frames: a. For a system outage: Within two hours, including weekends, after receiving subscriber calls or requests for service that by number identify a system outage of sound or picture on one or more channels, affecting five or more subscribers to the system. b. For an isolated outage: Within 24 hours, including weekends, after receiving requests for service identifying an isolated outage of sound or picture on one or more channels. c. For inferior signal quality: No later than the following business day, excluding Sundays and holidays, after a request for service identifying a problem concerning picture or sound quality. 3. The Grantee will be deemed to have responded to a request for service under the provisions of this paragraph (B) when a technician arrives at the service location and begins work on the problem if the problem cannot be corrected remotely. Ifa subscriber is not home when the technician arrives, the technician must leave written notification of arrival. 4. The Grantee may not charge for the repair or replacement of defective or malfunctioning equipment provided by the Grantee to subscribers, unless the defect or malfunction was caused by the subscriber. 743035-4 12 5. The Grantee must determine the nature of the problem within 24 hours after commencing work and resolve all cable system related problems within three business days, unless technically infeasible. C. Billing and Information Standards. 1. Subscriber bills must be clear, concise, and understandable. Bills must be fully itemized, with itemizations including, but not limited to, basic and premium service charges and equipment charges. Bills also must clearly delineate all activity during the billing period, including optional charges, rebates, and credits. 2. The first billing to a subscriber after a new installation or service change must be prorated based upon when the new or changed service commenced. Subscribers must not be charged a late fee or otherwise penalized for any failure attributable to the Grantee, including the failure to timely or correctly bill the subscriber. 3. In case ora billing dispute, the Grantee must respond in writing to a written complaint from a subscriber within 30 days after receiving the complaint at the office specified on the billing statement for receiving that complaint. 4. Upon request by a subscriber, credits or refunds must be provided by Grantee to subscribers who experience an outage, interruption, or disconnection of service of four or more consecutive hours, provided that such loss of service is neither caused by the subscriber nor attributable to scheduled repairs, maintenance, or construction in circumstances where Grantee has provided advance written notice to subscriber, and the loss of service does not exceed the time period specified by Grantee. For subscribers terminating service, credits or refunds must be issued promptly, but no later than 30 days after the return of any Grantee-supplied equipment. 5. The Grantee must provide written information on each of the following matters at the time of the installation of service, at least annually to all subscribers, and at any time upon request: a. Products and services offered. b. Prices and options for programming services and conditions of subscription to programming and other services. c. Installation and service maintenance policies. d. Instructions on the use of the cable service. Channel positions of programming carried on the system. f. Billing and complaint procedures, including the address and telephone number of the City's office designated for dealing with cable-related issues. 743035-4 13 g. Consumer protection and service standards and penalties for noncompliance. 6. Subscribers must be notified in writing of any changes in rates, programming services, or channel positions as soon as possible. Notice must be given to subscribers a minimum of 30 days in advance of those changes if the change is within the control of the Grantee. In addition, Grantee will endeavor to notify Grantor of those changes at least five working days before subscribers are notified. 7. The Grantee must maintain a public file containing all written notices provided to subscribers under these consumer protection and service standards and all published promotional offers made by Grantee to subscribers. These documents must be maintained for a minimum period of two years. D. Verification of Compliance with Standards. 1. Upon 30 days prior written notice, the City may require the Grantee to provide a written report demonstrating its compliance with any of the consumer service standards specified in this section. The Grantee must provide sufficient documentation to enable the City to verify compliance. 2. A repeated and verifiable pattern of noncompliance with the consumer protection and service standards of this section, after the Grantee's receipt of written notice and an opportunity to cure, may be deemed a material breach of the franchise agreement. E. Subscriber Complaints and Disputes. 1. The Grantee must establish written procedures for receiving, acting upon, and resolving subscriber complaints without intervention by the City. The written procedures must prescribe the manner in which a subscriber may submit a complaint, either orally or in writing, specifying the subscriber's grounds for dissatisfaction. The Grantee must file a copy of these procedures with the City. These procedures must include a requirement consistent with Section 5.12.080(C)(3). 2. Upon request, and subject to applicable law protecting subscriber privacy rights, the City has the right to review the Grantee's response to subscriber complaints. 3. All subscribers have the right to continue receiving service so long as their financial and other obligations to the Grantee are honored. If the Grantee elects to rebuild, modify, or sell the system, or if the City gives notice of intent to terminate or not to renew the franchise, the Grantee must act to ensure that all subscribers receive service while the franchise remains in force. 4. Upon a change of control of the Grantee, or ifa new operator acquires the cable system, the original Grantee must cooperate with the City, the new Grantee, or the new operator in maintaining continuity of service to all subscribers. During that transition period, the Grantee is entitled to the revenues derived from its operation of the cable system. 7430354 14 F. Disconnection and Downgrades. 1. A subscriber may terminate or downgrade service at any time, and the Grantee must promptly comply with the subscriber's request within seven days or at any later time requested by the subscriber. No period of notice prior to voluntary termination or downgrade of service may be required of subscribers. Grantee will impose no charges for the voluntary termination of all services unless a visit to the subscriber's premises is required to remove a converter box or other equipment or property owned by Grantee. Grantee may, in accordance with applicable law, charge a fee to downgrade service if a service call is required. 2. The Grantee may disconnect a subscriber's service in compliance with paragraphs (i), (j), and (k)of Section 53088.2 of the California Government Code. If service is disconnected for nonpayment of past due fees or charges, the Grantee must promptly reinstate service upon payment in full by the subscriber of all such fees and charges, including late charges. 3. Notwithstanding the requirements of subsection (2) above, the Grantee may immediately disconnect service to a subscriber if the subscriber is damaging or destroying the Grantee's cable system or equipment. 4. The Grantee may also disconnect service to a subscriber when service causes signal leakage exceeding federal limits. If service is disconnected, the Grantee will immediately resume service without charge upon the satisfactory correction of the signal leakage problem if the signal leakage problem is attributable to the Grantee. 5. The Grantee may also disconnect service in cases where customers are stealing service or have made threats of physical violence upon Grantee's personnel. 6. Upon termination of service to a subscriber, the Grantee will endeavor to remove its equipment from the subscriber's premises within 30 days. G. Changes in Service. Except as otherwise provided by federal or state law, subscribers must not be required to pay any additional fee or charge, other than the regular service fee, in order to receive the services selected. No charge may be imposed for any service or equipment that the subscriber has not affirmatively selected. Payment of the regular monthly bill will not by itself constitute an affirmative selection. H. Deposits. Grantee may require a reasonable, nondiscriminatory deposit on equipment provided to subscribers. Such deposits must be placed in an interest- bearing account. The deposit must be returned, with interest earned to the date of repayment, within 30 days after the equipment is retumed to the Grantee. I. Parental Control Option. Grantee must provide parental control devices at no charge to all subscribers who desire to block the video or audio portion of any pay channels providing adult programming that the subscriber finds objectionable. For other programming, such devices will be provided at a reasonable charge to the subscriber. 7430354 15 J. Additional Requirements. 1. All officers, agents, and employees of the Grantee, or of its contractors or subcontractors, who, in the normal course of work come into contact with members of the public, or who require entry onto subscribers' promises, must display a photo- identification card. The Grantee must account for all identification cards at all times. All vehicles of the Grantee or its subcontractors must be clearly identified as vehicles engaged in providing services for the Grantee. 2. In addition to the consumer protection and service standards specified in this Section 5.12.080, the Grantee must comply with all applicable consumer protection and service standards that are imposed upon cable operators by the following: a. Federal statutes, and the roles, regulations, and orders of the Federal Communications Commission, including the following: (i) The provisions of Section 76.630 of Title 47 of the Code of Federal Regulations, as it now exists or may later be amended, which relate to compatibility with consumer electronics equipment. (ii) The provisions o f Section 551 of Title 47, United States Code, as it now exists or may later be amended, which relate to the protection of subscriber privacy. b. The provisions of California Government Code Sections 53054, et seq., entitled the "Cable Television and Video Provider Customer Service and Information Act." c. The provisions of California Government Code Section 53088, et sea., entitled the "Video Customer Service Act." d. The provisions of California Civil Code Section 1722(b)(1)-(6), which relate to service or repair transactions between cable television companies and their subscribers. e. The provisions of California Penal Code Section 637.5, which relate to subscribers' rights to privacy protection. 3. If there is any conflict or inconsistency between a consumer protection and service standard specified in this Section 5.12.080, and a standard set forth in the statutes, rules, regulations, and orders that am referenced above in subsection (2), then the standard that is specified in this Section 5.12.080 will apply to the extent authorized by applicable law. K. Penalties for Noncompliance. 1. Purpose. The purpose of this paragraph is to authorize monetary penalties for the violation of the customer service standards established by this section 743035-4 16 in a manner consistent with the Video Customer Service Act (Government Code Sections 53088 et seq.) and pursuant to the City's inherent police powers. The imposition of penalties authorized by this paragraph (K) will not prevent the City or any other affected party from exercising any other remedy to the extent permitted by law. 2. Administration and Appeals. a. The City Manager or the City Manager's designee is authorized to administer this paragraph (K). Decisions by the City Manager to assess monetary penalties against the Grantee must be in writing and must contain findings supporting the decisions. Decisions by the City Manager are final, unless appealed to the City Council. b. If the Grantee or any interested person is aggheved by a decision of the City Manager, the aggrieved party may, within 10 days of the written decision, appeal that decision in writing to the City Council. The appeal letter must be accompanied by the fee established by the City Council for processing the appeal. The City Council may affirm, modify, or reverse the decision of the City Manager. c. Schedule of Penalties. The following schedule of monetary penalties may be assessed against the Grantee for the material breach of the provisions of the customer service standards set forth in this section, provided that the breach is within the reasonable control of the Grantee: (i) For a first material breach: the maximum penalty is $200 for each day of material breach, but not to exceed a cumulative total of $600 for each occurrence of the material breach. (ii) For a second material breach of the same nature within a 12-month period for which the City has provided notice and a penalty has been assessed, the maximum penalty is $400 for each day of the material breach, but not to exceed a cumulative total of $1200 for each occurrence of the material breach. (iii) For a third or further material breach of the same nature within a 12-month period for which the City has provided notice and a penalty has been assessed, the maximum penalty is $1000 for each day of the material breach, but not to exceed a cumulative total of $3000 for each occurrence of the material breach. (iv) The maximum penalties referenced above may be increased by any additional amount authorized by state law. d. Judicial Remedy. This paragraph does not preclude any affected party from pursuing any judicial remedy available to that party without regard to this paragraph (K). e. Notification of Breach. The City must give the Grantee written notice of any alleged breach of the consumer service standards and allow the Grantee at least 30 days, or such longer time as may be reasonably necessary to cure, from receipt of the notice to remedy the specified breach. For the purpose of assessing penalties, a 743035-4 17 material breach is deemed to have occurred for each day, following the expiration of the period for cure specified herein, that any breach has not been remedied by the Grantee, irrespective of the number of subscribers affected. fi Limitations. With respect to any Grantee that operates under a franchise or license agreement with the City, any monetary penalties assessed under this paragraph (K) must be reduced dollar for dollar to the extent that any liquidated damage or penalty provision of the franchise or license agreement imposes a monetary obligation on the Grantee for the same customer service failure, and no other monetary damages may be assessed for that customer service failure. ARTICLE 3. OPEN VIDEO SYSTEMS 5.12.090 Applicability The provisions of this Article 3 apply to an open video system operator, as defined below in Section 5.12.170, that intends to deliver video programming to consumers in the City over an open video system. 5.12.100 Application Required A. Before commencing the delivery of video programming services to consumers in the City over an open video system, the open video system operator must file an application with the City. That application must include or be accompanied by the following, as applicable: 1. The identity of the applicant, including all affiliates of the applicant. 2. Copies of FCC Form 1275, all "Notices of Intent" filed under 47 CFR 76.1503(b)(1), and the Order of the FCC, all of which relate to certification of the applicant to operate an open video system in the City in accordance with Section 653(a)(1) of the Communications Act and the FCC's roles. 3. The area or areas of the City that the applicant desires to serve. 4. A description of the open video system services that will be offered by the applicant over its existing or proposed facilities. 5. A description of the transmission medium that will be used by the applicant to deliver the open video system services. 6. Information in sufficient detail to establish the applicant's technical qualifications, experience, and expertise regarding the ownership and operation of the open video system described in the application. 7. Financial statements prepared in accordance with generally accepted accounting principles that demonstrate the applicant's financial ability to: 743035-4 18 a. Construct, operate, maintain and remove any new physical plant that is proposed to be constructed in the City. b. Comply with the City's public, educational, and governmental access requirements as specified below in Section 5.12.120(B)(4). c. Comply with the City's requirement that gross revenue fees be paid in the maximum amount authorized under federal law, as specified below in Section 5.12.120(B)(2). 8. An accurate map showing the location of any existing telecommunications facilities in the City that the applicant intends to use, to purchase, or to lease. 9. If the applicant's operation of the open video system will require the construction of new physical plant and facilities in the City, the following additional information must be provided: A preliminary construction schedule and completion dates. b. Preliminary engineering plans, specifications, and a network map of any new facilities to be constructed in the City, in sufficient detail to identify: (i) The location and route requested for the applicant's proposed facilities. (ii) The locations, if any, for interconnection with the facilities of other telecommunications service providers. (iii) The specific structures, improvements, facilities, and obstructions, if any, that the applicant proposes to add, remove, or relocate on a temporary or permanent basis. c. The applicant's statement that, in constructing any new physical plant, the applicant will comply with alt applicable ordinances, rules, and regulations of the City, including the payment of all required permit and processing fees. 10. The information and documentation that is required to be submitted to the City by a video provider, as specified below in paragraph (B) of Section 5.12.140. 11. Such additional information as may be requested by the City Manager. 12. An application fee deposit in an amount established by resolution of the City Council. 743035-4 19 B. If any item of information specified above in paragraph (A) is determined under paramount federal or state law to be unlawful, the City Manager is authorized to waive the requirement that such information be included in the application. 5.12.110 Review of the Application Within 30 days after receipt of an application filed under Section 5.12.100 that is deemed to be complete, the City Manager will give written notice to the applicant of the City's intent to negotiate an agreement setting forth the terms and conditions under which the operation of the proposed open video system will be authorized by the City. The commencement of those negotiations will be on a date that is mutually acceptable to the City and to the applicant. 5.12.120 Agreement Required A. No video programming services may be provided in the City by an open video system operator unless the operator and the City have executed a written agreement, which may be designated as a franchise, setting forth the terms and conditions under which the operation of the proposed open video system will be authorized by the City. That agreement may be authorized and approved by resolution of the City Council. B. The agreement between the City and the open video system operator may contain provisions that relate to the following subject matters, to the extent that such provisions and subject matters are not preempted by federal law or regulations: 1. The nature, scope, and duration of the agreement, including provisions for its renewal or extension. 2. The obligation of the open video system operator to pay to the City, at specified times and in lieu of the franchise fees permitted under Section 622 of the Communications Act, fees on the gross revenue received by the operator, as authorized by 47 CFR 76.1511, in accordance with the following standards and procedures: a. The amount of the fees on the gross revenue will be the maximum amount authorized by Section 653(c)2)(B) of the Communications Act, which is the rate imposed by the City on the existing franchised cable operator. b. The term "gross revenue" means (i) all gross revenue received by an open video system operator or its affiliates, including all revenue received from subscribers and all carriage revenue received from unaffiliated video programming providers; and (ii) all advertising revenue received by the operator or its affiliates in connection with the provision of video programming, where such revenue is included in the calculation of the cable franchise fee paid to the City by the incumbent franchised cable operator. The term "gross revenue" does not include revenue, such as subscriber or advertising revenue, collected by unaffiliated video programming providers. 3. The obligation of the open video system operator to comply with requirements relating to information collection and recordkeeping, accounting procedures, 743035-4 20 reporting, periodic audits, and inspection of records in order to ensure the accuracy of the fees on the gross revenue that are required to be paid as specified above in Subsection (2). 4. The obligation of the open video system operator to meet the City's requirements with respect to public, educational, and governmental access channel capacity, services, facilities, and equipment, as provided for in 47 CFR 76.1505. In this regard, the following standards and procedures are applicable: a. The open video system operator is subject to the same public, educational, and governmental access requirements that apply within the cable television franchise service area with which its system overlaps. b. The open video system operator must ensure that all subscribers receive all public, educational, and governmental access channels within the franchise service area in which the City's subscribers are located. c. The open video system operator may negotiate with the City to establish the operator's obligations with respect to public, educational, and governmental access channel capacity, services, facilities, and equipment. These negotiations may include the City's franchised cable operator if the City, the open video system operator, and the franchised cable operator so desire. d. If the open video system operator and the City are unable to reach an agreement regarding the operator's obligations with respect to public, educational, and governmental access channel capacity, services, facilities, and equipment within the City's jurisdiction, then the following obligations will be imposed: (i) The open video system operator must satisfy the same public, educational, and governmental access obligations as the City's franchised cable operator by providing the same amount of channel capacity for public, educational, and governmental access and by matching the City's franchised cable operator's annual financial contributions in support of public, educational, and governmental access services, facilities, and equipment that are actually used by the City. For in-kind contributions, such as cameras or production studios, the open video system operator may satisfy its statutory obligation by negotiating mutually agreeable terms with the City's franchised cable operator, so that public, educational, and governmental access services to the City are improved or increased. If such terms cannot be agreed upon, the open video system operator must pay to the City the monetary equivalent of the franchised cable operator's depreciated in-kind contribution, or, in the case of facilities, the annual amortization value. Any matching contributions provided by the open video system operator must be used to fund activities arising under Section 611 of the Communications Act. (ii) The City will impose upon the open video system operator the same rules and procedures that it imposes upon the franchised cable operator with regard to the open video system operator's use of channel capacity designated for public, educational, and governmental access use when that capacity is not being used for such purposes. 743035-4 21 e. The City's franchised cable operator is required under federal law to permit the open video system operator to connect with its public, educational, and governmental access channel feeds. The open video system operator and the franchised cable operator may decide how to accomplish this connection, taking into consideration the physical and technical characteristics of the cable and the open video systems involved. If the franchised cable operator and the open video system operator cannot agree on how to accomplish the connection, the City has the fight to decide. The City may require that the connection occur on City-owned property or on public rights-of-way. f. All costs of connection to the franchised cable operator's public, educational, and governmental access channel feed must be borne by the open video system operator. These costs will be counted towards the open video system operator's matching financial contributions set forth above in subparagraph (d)(i). g. The City will not impose upon the open video system operator any public, educational, or governmental access obligations that are greater than those imposed upon the incumbent franchised cable operator. h. If there is no incumbent franchised cable operator, the provisions of 47 CFR 76.1505(d)(6) will be applicable in determining the obligations of the open video system operator. i. The open video system operator must adjust its system to comply with new public, educational, and access obligations imposed on the City's incumbent franchised cable operator following a renewal of the cable television franchise; provided, however, that the open video system operator will not be required to displace other programmers using its open video system to accommodate public, educational, and governmental access channels. The open video system operator must comply with such new public, educational, and governmental access obligations whenever additional capacity is or becomes available, whether it is due to increased channel capacity or to decreased demand for channel capacity. 5. If the City and the open video system operator cannot agree on the application of the FCC's rules regarding the open video system operator's obligations to provide public, educational, and govermnental access under the provisions of subsection (4) set forth above, then either party may file a complaint with the FCC in accordance with the dispute resolution procedures set forth in 47 CFR 76.1514. No agreement will be executed by the City until the dispute has been finally resolved. 6. If the open video system operator intends to maintain an institutional network, as defined in Section 61 l(f) of the Communications Act, the City will require that educational and governmental access channels be designated on that institutional network to the same extent that those channels are designated on the institutional network of the City's franchised cable operator. 743035-4 22 7. The authority of an open video system operator to exercise editorial control over any public, educational, or governmental use of channel capacity will be restricted in accordance with the provisions of 47 CFR 76.1505(0. 8. The obligation of the open video system operator to comply with all applicable federal, state, and local statutes, ordinances, and regulations relating to customer service standards, including those specified in Section 5.12.080 of Article 2 of this chapter. 9. If new physical plant is proposed to be constructed within the City, the obligation of the open video system operator to comply with the following rights-of- way use and management responsibilities that are also imposed by the City upon other cable television and telecommunications service providers in a nondiscriminatory and competitively neutral manner: a. Compliance with all applicable City codes, including applications for excavation, encroachment, and construction permits and the payment of all required permit and inspection fees. b. The coordination of construction activities. c. Compliance with established standards and procedures for constructing lines across private property. Compliance with all applicable insurance and indemnification requirements. The repair and resurfacing of construction-damaged streets. f. Compliance with all public safety requirements that are applicable to cable television and telecommunications service providers using public property or public rights-of-way. 10. Acts or omissions constituting breaches or defaults of the agreement, and the applicable penalties, liquidated damages, and other remedies, including fines or the suspension, revocation, or termination of the agreement. 11. Requirements relating to the sale, assignment, or transfer of the open video system. 12. Requirements relating to the open video system operator's compliance with and implementation of state and federal laws, rules, and regulations pertaining to the operation of the open video system. 13. Such additional requirements, conditions, terms, policies, and procedures as may be mutually agreed upon by the City and the open video system operator and 743035-4 23 that will, in the judgment of the City Council, best serve the public interest and protect the public health, welfare, and safety. ARTICLE 4. OTHER VIDEO AND TELECOMMUNICATIONS SERVICES AND SYSTEMS 5.12.130. Other Multichannel Video Programming Distributors The term "cable system," as defined in federal law and as set forth in Section 5.12.170 below, does not include a facility that serves subscribers without using any public rights-of-way. Consequently, the categories ofmultichannel video programming identified below are not deemed to be "cable systems" and are therefore exempt from the City's franchise requirements and from certain other local regulatory provisions authorized by federal law, provided that their distribution or transmission facilities do not involve the use of the City's public rights-of-way. A. Multichannel multipoint distribution service ("MMDS"), also known as "wireless cable," which typically involves the transmission by an FCC-licensed operator of numerous broadcast stations from a central location using line-of-sight technology. B. Local multipoint distribution service ("LMDS"), another form of over- the-air wireless video service for which licenses are auctioned by the FCC, and which offers video programming, telephony, and data networking services. C. Direct broadcast satellite ("DBS"), also referred to as "direct-to-home satellite services," which involves the distribution or broadcasting of programming or services by satellite directly to the subscriber's premises without the use of ground receiving or distribution equipment, except at the subscriber's premises or in the uplink process to the satellite. Local regulation of direct-to-home satellite services is further proscribed by the following federal statutory provisions: 1. 47 U.S.C. § 303(v) confers upon the FCC exclusive jurisdiction to regulate the provision of direct-to-home satellite services. 2. Section 602 of the Telecommunications Act of 1996 states that a provider of direct-to-home satellite service is exempt from the collection or remittance, or both, of any tax or fee imposed by any local taxing jurisdiction on direct-to-home satellite service. The terms "tax" and "fee" are defined by federal statute to mean any local sales tax, local use tax, local intangible tax, local income tax, business license tax, utility tax, privilege tax, gross receipts tax, excise tax, franchise fees, local telecommunications tax, or any other tax, license, or fee that is imposed for the privilege of doing business, regulating, or raising revenue for a local taxing jurisdiction. 5.12.140 Video Providers - Registration; Customer Service Standards A. Unless the customer protection and customer service obligations of a video provider, as that term is defined in Section 5.12.170, are specified in a franchise, license, 743035-4 24 lease, or similar written agreement with the City, a video provider must comply with all applicable provisions of the following state statutes: 1. The Cable Television and Video Customer Service and Information Act (Government Code §§ 53054, et seq.) 2. The Video Customer Service Act (Government Code §§ 53088, et seq.) B. All video providers that are operating in the City on the effective date of this ordinance, or that intend to operate in the City after its effective date, must register with the City; provided, however, that this registration requirement is not applicable to any video provider that has executed a franchise, license, lease or similar written agreement with the City. The registration form must include or be accompanied by the following: 1. The video provider's name, address, and local telephone numbers. 2. The names of the officers of the video provider. 3. A copy of the video provider's written policies and procedures relating to customer service standards and the handling of customer complaints, as required by Government Code §§ 53054, et seq. These customer service standards must include, without limitation, standards regarding the following: a. Installation, disconnection, service and repair obligations, employee identification, and service call response time and scheduling. b. Customer service telephone and office hours. c. Procedures for billing, charges, refunds, and credits. d. Procedures for termination of service. e. Notice of the deletion of a programming service, the changing of channel assignments, or an increase in rates. Complaint procedures and procedures for bill dispute resolution. g. The video provider's written acknowledgment of its obligation under Government Code §53055.1 to provide to new customers a notice describing the customer service standards specified above in subparagraphs (a) through (f) at the time of installation or when service is initiated. The notice must also include, in addition to all of the information described above in subparagraphs (a) through (0, all of the following: (i) A listing of the services offered by the video provider that clearly describes all levels of service and the rates for each level of service. 743035-4 25 (ii) The telephone number or numbers through which customers may subscribe to, change, or terminate service, request customer service, or seek general or billing information. (iii) A description of the rights and remedies that the video provider may make available to its customers if the video provider does not materially meet its customer service standards. h. The video provider's written commitment to distribute annually to its employees and customers, and to the City, a notice describing the customer service standards specified above in subparagraphs (a) through (f). This annual notice must include the report of the video provider on its performance in meeting its customer service standards, as required by Government Code {}53055.2. Subject to the written notice and cure provisions of Government Code §53056(b), a video provider that fails to distribute the annual notice required by Government Code {}53055.1 will be assessed a monetary penalty in the sum of $500 for each year in which the annual notice is not distributed to all of its customers. 4. Unless a video provider is exempt under federal law from its payment, a registration fee in an amount established by resolution of the City Council to cover the reasonable costs incurred by the City in reviewing and processing the registration form. 5. In addition to the registration fee specified above in subsection (4), the written commitment of the video provider to pay to the City, when due, all costs and expenses reasonably incurred by the City in resolving any disputes between the video provider and its subscribers, which dispute resolution is mandated by Government Code §53088.2(0). C. The customer service obligations imposed upon video providers by the Video Customer Service Act (Govemment Code §53088 et seq.) consist of the following: 1. Every video provider must render reasonably efficient service, make repairs promptly, and interrupt service only as necessary. 2. All video provider personnel contacting subscribers or potential subscribers outside the office of the provider must be clearly identified as associated with the video provider. 3. At the time of installation, and annually thereafter, all video providers must provide to all customers a written notice of the programming offered, the prices for that programming, the provider's installation and customer service policies, and the name, address, and telephone number of the City's office that is designated for receiving complaints. 4. All video providers must have knowledgeable, qualified company representatives available to respond to customer telephone inquiries Monday through Friday, excluding holidays, during normal business hours. 743035-4 26 5. All video providers must provide to customers a toll-free or local telephone number for installation, service, and complaint calls. These calls must be answered promptly by the video providers. 6. All video providers must render bills that are accurate and understandable. 7. All video providers must respond promptly to a complete outage in a customer's service. The response must occur within 24 hours of the reporting of that outage to the provider, except in those situations beyond the reasonable control of the video provider. A video provider will be deemed to respond to a complete outage when a company representative arrives at the outage location within 24 hours and begins to resolve the problem. 8. AIl video providers must provide a minimum of 30 days' written notice before increasing rates or deleting channels. All video providers must make every reasonable effort to submit the notice to the City in advance of its distribution to customers. The 30-day notice is waived if the increases in rates or deletion of channels are outside the control of the video provider. In those cases, the video provider must make reasonable efforts to provide customers with as much notice as possible. 9. All video providers must allow every residential customer who pays his or her bill directly to the video provider at least 15 days from the date the bill for services is mailed to the customer, to pay the listed charges unless otherwise agreed to pursuant to a residential rental agreement establishing tenancy. Customer payments must be posted promptly. No video provider may terminate residential service for nonpayment of a delinquent account unless the video provider furnishes notice of the delinquency and impending termination at least 15 days prior to the proposed termination. The notice must be mailed, postage prepaid, to the customer to whom the service is billed. Notice must not be mailed until the 16th day after the date the bill for services was mailed to the customer. The notice of delinquency and impending termination may be part of a billing statement. No video provider may assess a late fee any earlier than the 22nd day after the bill for service has been mailed. 10. Every notice of termination of service pursuant to the preceding subsection (9) must include all of the following information: The name and address of the customer whose account is delinquent. b. The amount of the delinquency. The date by which payment is required in order to avoid termination of service. d. The telephone number of a representative of the video provider who can provide additional information and handle complaints or initiate an investigation concerning the service and charges in question. Service may only be terminated on days in which the customer can reach a representative of the video provider either in person or by telephone. 743035-1 27 11. Any service terminated without good cause must be restored without charge for the service restoration. Good cause includes, but is not limited to, failure to pay, payment by check for which there are insufficient funds, theft of service, abuse of equipment or system personnel, or other similar subscriber actions. 12. All video providers must issue requested refund checks promptly, but no later than 45 days following the resolution of any dispute, and following the return of the equipment supplied by the video provider, if service is terminated. 13. All video providers must issue security or customer deposit refund checks promptly, but no later than 45 days following the termination of service, less any deductions permitted by law. 14. Video providers must not disclose the name and address of a subscriber for commercial gain to be used in mailing lists or for other commercial purposes not reasonably related to the conduct of the businesses of the video providers or their affiliates, unless the video providers have provided to the subscriber a notice, separate or included in any other customer notice, that clearly and conspicuously describes the subscriber's ability to prohibit that disclosure. Video providers must provide an address and telephone number for a local subscriber to use without toll charge to prevent disclosure of the subscriber's name and address. D. As authorized by Government Code §53088(q), the following schedule of penalties is adopted. These penalties may be imposed for the material breach by a video provider of the consumer protection and service standards that are set forth above in paragraph (C), provided that the breach is within the reasonable control of the video provider. These penalties are in addition to any other remedies authorized by this article or by any other law, and the City has discretion to elect the remedy that it will apply. The imposition of penalties authorized by this paragraph (D) will not prevent the City or any other affected party from exercising any other remedy to the extent permitted by law, including but not limited to any judicial remedy as provided below in subsection (2). 1. Schedule of Penalties. a. For a first material breach: the maximum penalty is $200 for each day of material breach, but not to exceed a cumulative total of $600 for each occurrence of material breach, irrespective of the number of customers affected. b. For a second material breach of the same nature for which a monetary penalty was previously assessed within the preceding 12-month period: the maximum penalty is $400 per day, not to exceed a cumulative total of $1,200 for each occurrence of the material breach, irrespective of the number of customers affected. c. For a third or further material breach of the same nature for which a monetary penalty was previously assessed within the preceding 12-month period: the maximum penalty is $1,000 per day, not to exceed a cumulative total of $3,000 for each occurrence of the material breach, irrespective of the number of customers affected. 743035-4 28 d. The maximum penalties referenced above may be increased by any additional amount authorized by state law. 2. Judicial Remedies Not Affected. The imposition of penalties in accordance with the provisions of subsection (1) above does not preclude any affected party from pursuing any judicial remedy that is available to that party. 3. Administration, Notice, and Appeal. a. The City Manager or the City Manager's designee is authorized to administer this paragraph (D). Decisions by the City Manager to assess penalties against a video provider must be in writing and must contain findings supporting the decisions. Decisions by the City Manager are final, unless appealed to the City Council. b. If the video provider or any interested person is aggrieved by a decision of the City Manager, the aggrieved party may, within 10 days of the written decision, appeal that decision in writing to the City Council. The appeal letter must be accompanied by the fee established by the City Council for processing the appeal. The City Council may affirm, modify, or reverse the decision of the City Manager. c. The imposition of monetary penalties under subsection (1) above is subject to the following requirements and limitations: (i) The City must give the video provider written notice of any alleged material breach and must allow the video provider at least 30 days from receipt of that notice to remedy the breach. (ii) For the purpose of assessing monetary penalties, a material breach will be deemed to have occurred for each day following the expiration of the period for cure specified in subparagraph (i) above that the material breach has not been remedied by the video provider, irrespective of the number of customers affected. 5.12.150. Telecommunications Service Provided By Telephone Corporations A. The City Council finds and determines as follows: 1. The federal Telecommunications Act of 1996 preempts and declares invalid all state rules that restrict entry or limit competition in both local and long- distance telephone service. 2. The California Public Utilities Commission ("CPUC") is primarily responsible for the implementation of local telephone competition, and it issues certificates of public convenience and necessity to new entrants that are qualified to provide competitive local telephone exchange services and related telecommunications service, whether using their own facilities or the facilities or services provided by other authorized telephone corporations. 743035-4 29 3. Section 234(a) of the California Public Utilities Code defines a "telephone corporation" as "every corporation or person owning, controlling, operating, or managing any telephone line for compensation within this state." 4. Section 616 of the California Public Utilities Code provides that a telephone corporation "may condemn any property necessary for the construction and maintenance of its telephone line." 5. Section 2902 of the California Public Utilities Code authorizes municipal corporations to retain their powers of control to supervise and regulate the relationships between a public utility and the general public in matters affecting the health, convenience, and safety of the general public, including matters such as the use and repair of public streets by any public utility and the location of the poles, wires, mains, or conduits of any public utility on, under, or above any public streets. 6. Section 7901 of the California Public Utilities Code authorizes telephone and telegraph corporations to construct telephone or telegraph lines along and upon any public road or highway, along or across any of the waters or lands within this state, and to erect poles, posts, piers, or abutments for supporting the insulators, wires, and other necessary fixtures of their lines, in such manner and at such points as not to incommode the public use of the road or highway or interrupt the navigation of the waters. 7. Section 7901.1 of the California Public Utilities Code confirms the right of municipalities to exercise reasonable control as to the time, place, and manner in which roads, highways, and waterways are accessed, which control must be applied to all entities in an equivalent manner. Nothing in Section 7901.1 adds to or subtracts from any existing authority that municipalities have with respect to the imposition of fees. 8. Section 50030 of the California Government Code provides that any permit fee imposed by a city for the placement, installation, repair, or upgrading of telecommunications facilities, such as lines, poles, or antennas, by a telephone corporation that has obtained all required authorizations from the CPUC and the FCC to provide telecommunications services, must not exceed the reasonable costs of providing the service for which the fee is charged, and must not be levied for general revenue purposes. B. In recognition of and in compliance with the statutory authorizations and requirements set forth above in paragraph (A), the following regulatory provisions are applicable to a telephone corporation that desires to provide telecommunications service by means of facilities that are proposed to be constructed within the City's public rights-of-way: 1. The telephone corporation must apply for and obtain, as may be applicable, an excavation permit, an encroachment permit, or a building permit ("ministerial permit.") 2. In addition to the information required by this Code in connection with an application for a ministerial permit, a telephone corporation must submit to the City the following supplemental information: 743035-4 30 a. A copy of the certificate of public convenience and necessity issued by the CPUC to the applicant, and a copy of the CPUC decision that authorizes the applicant to provide the telecommunications service for which the facilities are proposed to be constructed in the City's public rights-of-way. Any applicant that, prior to 1996, provided telecommunications service under administratively equivalent documentation issued by the CPUC may submit copies of that documentation in lieu of a certificate of public convenience and necessity. b. If the applicant has obtained from the CPUC a certificate of public convenience and necessity to operate as a "competitive local carrier," the following additional requirements are applicable: (i) As required by Decision No. 95-12-057 of the CPUC, the applicant must establish that it has timely filed with the City a quarterly report that describes the type of construction and the location of each construction project proposed to be undertaken in the City during the calendar quarter in which the application is filed, so that the City can coordinate multiple projects, as may be necessary. (ii) If the applicant's proposed construction project will extend beyond the utility rights-of-way into undisturbed areas or other rights-of-way, the applicant must establish that it has filed a petition with the CPUC to amend its certificate of public convenience and necessity and that the proposed construction project has been subjected to a full-scale environmental analysis by the CPUC, as required by Decision No. 95-12-057 of the CPUC. (iii) The applicant must inform the City whether its proposed construction project will be subject to any of the mitigation measures specified in the Negative Declaration ["Competitive Local Carders (CLCs) Projects for Local Exchange Communication Service throughout California"] or to the Mitigation Monitoring Plan adopted in connection with Decision No. 95-12-057 of the CPUC. The City's issuance of a ministerial permit will be conditioned upon the applicant's compliance with all applicable mitigation measures and monitoring requirements imposed by the CPUC upon telephone corporations that are designated as "competitive local carders." C. The City reserves all rights that it now possesses or may later acquire with respect to the regulation of any cable or telecommunications service that is provided, or proposed to be provided, by a telephone corporation. These reserved rights may relate, without limitation, to the imposition of reasonable conditions in addition to or different from those set forth in this section, the exaction of a fee or other form of consideration or compensation for use of public rights-of-way, and related matters; provided, however, that such regulatory rights and authority must be consistent with federal and state law that is applicable to cable or telecommunications services provided by telephone corporations. 743035-4 31 ARTICLE 5. USE OF PUBLIC RIGHTS-OF-WAY 5.12.160 Findings; Policies and Procedures A. The City Council finds and determines that numerous and repetitive excavations in the public rights-of-way diminish the useful life of the surface pavement and generally cause adverse negative impacts for local residents, local businesses, and vehicular and pedestrian traffic. The City Council further finds and determines that the utility substructure in the public rights-of-way is subject to potential adverse negative impacts as a consequence of new economic and regulatory policies that foster increased competition between various utility service providers, including telephone corporations, and between other service providers, such as cable system operators. In order to mitigate these potential adverse negative impacts, the following policies are adopted: 1. The City Manager is directed to develop and to implement public rights-of-way policies and procedures that incorporate, to the extent reasonably feasible and consistent with all applicable laws and regulations, the following requirements that are intended to encourage the shared use by utility and other service providers of existing facilities in the public rights-of-way: a. A requirement that utility and other service providers requesting permits review information provided by the City that identifies the location of facilities, such as underground conduits, that are available for shared use, and the owners of those facilities. b. A requirement that utility and other service providers requesting permits submit a written statement that describes in reasonable detail the efforts made to obtain from other utility service providers the fight to use excess capacity within existing facilities, and to thereby avoid the construction of new facilities. c. A requirement that utility and other service providers occupying the public rights-of-way submit annually to the City a map, which may be in an electronic-data format maintained in the ordinary course of business, that shows the location of their respective facilities in the public rights-of-way. Notwithstanding the foregoing, an updated annual map need not be provided unless there are changes to the location of the service provider's facilities in the public rights-of-way. d. Any additional requirements that will encourage utility and other service providers to share excess capacity within previously-constructed facilities and to coordinate the construction of new facilities in order to minimize the number of excavations in the public rights-of-way. 2. The City Manager is directed to ensure that all utility and other service providers, including telephone corporations and cable system operators, comply with all local design, construction, maintenance and safety standards that are consistent with state and federal laws and regulations and that are contained within, or are related to, any permit that authorizes the construction of facilities within the public rights-of-way, including all applicable insurance provisions. 743035-4 32 3. Based upon the City's projected plans for street construction or renovation projects, the City Manager is authorized to establish on a quarterly basis one or more construction time periods or "windows" for the installation of facilities within arterial or collector streets, or where City rehabilitation or maintenance activities within the public rights- of-way will be affected. Cable system operators, telephone corporations, and other utility service providers that submit applications for permits to construct facilities after a predetermined date may be required to delay such construction until the next quarterly "window" that is established by the City. B. The City Council finds and determines that the installation in the public rights-of-way of numerous above-ground facilities by utility service providers, including telephone corporations, and other service providers may create safety hazards and adverse visual impacts. Consequently, the Public Works Department is authorized to impose, in a manner consistent with all applicable laws and regulations, reasonable conditions in order to mitigate those potential adverse impacts that may result, whether on an individual or a cumulative basis, from permitted above-ground facilities. Those conditions may include or relate to, without limitation, the following: 1. Prior to issuance of the requisite permits, all above-ground facilities proposed to be installed by a utility or other service provider in the public rights-of-way must be clearly delineated on the plans when they are submitted for the City's review. 2. The design and installation by qualified professionals of landscaping and barriers to minimize public view of above-ground facilities whose location has been approved by the City. 3. The maintenance of all above-ground facilities in good condition, including compliance with the City's ordinances regarding graffiti removal. 4. The placement of above-ground facilities, such as overhead drops, as close as possible to other utility drops, consistent with all applicable electrical codes. 5. Reasonable limitations upon the number o f above-ground facilities that may be installed within a designated geographical area. 6. Reasonable limitations upon the dimensions or volume, or both, of above-ground facilities. 7. The specification of colors, as are available from the manufacturer used by the service provider, of above-ground facilities reasonably requested by the City to ensure that these facilities blend with the surrounding environment to the maximum extent possible. 8. Such additional conditions regulating the time, place, and manner of installations of above-ground facilities as will reasonably mitigate potential safety hazards and adverse visual impacts attributable to these facilities. 743035-4 33 C. The City reserves alt rights that it now possesses or may later acquire to adopt and implement City-wide requirements for the undergrounding of above-ground facilities, or any portion thereof, in a competitively neutral and non-discriminatory manner. To the extent authorized by law, all utility and other service providers will be required to comply with those requirements at their sole expense. D. Disputes relating to the application of the policies, conditions and limitations set forth in this Article 5 to utility service providers, cable system operators, or other users of the public rights-of-way are subject to appeal to the City Council in accordance with the provisions of Chapter 2.36 of Title 2 of this Code. ARTICLE 6. DEFiNITIONS 5.12.170 Defined Terms and Phrases A. The words, terms, phrases, and their derivations set forth in this ordinance have the meanings set forth below. Words used in the present tense include the future tense, and words in the singular include the plural number. "Cable service" means the one-way transmission to subscribers of video programming, or other programming services, and subscriber interaction, if any, that is required for the selection or use of that video programming or other programming service. For the purposes of this definition, "video programming" means programming provided by, or generally considered comparable to programming provided by, a television broadcast station; and "other programming service" means information that a cable system operator makes available to all subscribers generally. "Cable system," or "cable communications system" or "cable television system," means a facility, consisting of a set of closed transmission paths and associated signal generation, reception, and control equipment that is designed to provide cable service that includes video programming and that is provided to multiple subscribers within a community. The term "cable system" does not include: (i) a facility that serves only to retransmit the television signals of one or more television broadcast stations; (ii) a facility that serves subscribers without using any public right-of-way; (iii) a facility of a common carrier that is subject, in whole or in part, to the provisions of Title II of the Communications Act, except that such facility will be considered a cable system (other than for purposes specified in Section 621 (c) of the Communications Act) to the extent such facility is used in the transmission of video programming directly to subscribers, unless the extent of such use is solely to provide interactive on-demand services; 743035-4 34 (iv) an open video system that complies with Section 653 of the Communications Act; or (v) any facilities of an electric utility that are used solely for operating its electric utility system. "Cable system operator" means any person or group of persons: (i) who provides cable service over a cable system and directly or through one or more affiliates owns a significant interest in that cable system; or (ii) who otherwise controls or is responsible for, through any arrangement, the management and operation of that cable system. "City" means the City of Temecula as represented by its City Council or by any delegate acting within the scope of its delegated authority. "__ CFR" means the Code of Federal Regulations. Thus, the citation of "47 CFR 80.1" refers to Title 47, part 80, section 1, of the Code of Federal Regulations. "Communications Act" means the Communications Act of 1934 (47 U.S.C. §§ 153, et sea.), as amended by the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992, and the Telecommunications Act of 1996. "FCC" or "Federal Communications Commission" means the federal administrative agency, or any lawful successor, that is authorized to regulate telecommunications services and telecommunications service providers on a national level. "Franchise" means an initial authorization, or the renewal of an initial authorization, granted by the City Council, whether such authorization is designated as a franchise, agreement, permit, license, resolution, contract, certificate, or otherwise, that authorizes the construction or operation of a cable system or an open video system. "Franchise fee" means any fee or assessment of any kind that is authorized by state or federal law to be imposed by the City on a Grantee as compensation in the nature of rent for the Grantee's use of the public rights-of-way. The term "franchise fee" does not include: (i) Any tax, fee, or assessment of general applicability (including any such tax, fee, er assessment imposed on both utilities and cable operators or their services, but not including a tax, fee, or assessment which is unduly discriminatory against cable operators or cable subscribers); (ii) Capital costs that are required by the franchise to be incurred by a Grantee for public, educational, or governmental access facilities; 743035-4 35 (iii) Requirements or charges that are incidental to the award or enforcement of the franchise, including payments for bonds, security funds, letters of credit, insurance, indemnification, penalties, or liquidated damages; or (iv) Any fee imposed under Title 17, United States Code. "Franchise service area" or "service area" means the entire geographic area of the City as it is now constituted, or may in the future be constituted, unless otherwise specified in the ordinance or resolution granting a franchise, or in a franchise agreement. "Grantee" means any person that is awarded a franchise in accordance with this chapter, and that person's lawful successor, transferee, or assignee. "Multichaimel video programming distributor" or "video programming distributor" means a person such as, but not limited to, a cable system operator, an open video system operator, a multichannel multipoint distribution service, a direct broadcast satellite service, or a television receive-only satellite program distributor, who makes available multiple channels of video programming for purchase by subscribers or customers. "Open video system" means a facility consisting of a set of transmission paths and associated signal generation, reception, and control equipment that is designed to provide cable service, including video programming, and that is provided to multiple subscribers within the City, provided that the FCC has certified that such system is authorized to operate in the City and complies with 47 CFR 1500 et seq., entitled "Open Video Systems." "Open video system operator" means any person or group of persons who provides cable service over an open video system and directly or through one or more affiliates owns a significant interest in that open video system, or otherwise controls or is responsible for the management and operation of that open video system. "Person" means an individual, partnership, limited liability company, association, joint stock company, trust, corporation, or governmental entity. "Public, educational or government access facilities" or "PEG access facilities," means the total of the following: (i) Channel capacity designated for noncommercial public, educational, or government use; and (ii) Facilities and equipment for the use of that channel capacity. "Subscriber" or "customer" or "consumer" means any person who, for any purpose, subscribes to the services provided by a multichannel video programming distributor and who pays the charges for those services. "Street" or "public right-of-way" means each of the following that has been dedicated to the public and maintained under public authority or by others and is located within 743035-4 36 the City limits: streets, roadways, highways, avenues, lanes, alleys, sidewalks, easements, rights- of-way, and similar public property that the City from time to time authorizes to be included within the definition of a street. "Telecommunications" means the transmission, between or among points specified by the user, of information of the user's choosing, without change in the form or content of the information as sent and received. "Telecommunications equipment" means equipment, other than customer premises equipment, used by a telecommunications service provider to provide telecommunications service, including software that is integral to that equipment. "Telecommunications service" means the offering of telecommunications directly to the public for a fee, or to such classes of users as to be effectively available directly to the public, regardless of the equipment or facilities that are used. "Telecommunications service provider" means any provider of telecommunications service. "__ U.S.C. § "means the United States Code. Thus, the citation of"47 U.S.C. § 153" refers to Title 47, section 153, of the United States Code. "Video programming provider" means any person or group of persons who has the right under the federal copyright laws to select and to contract for the carriage of specific video programming on a cable system or an open video system. "Video provider" means any person, company, or service that provides one or more channels of video programming to a residence, including a home, multi-family dwelling complex, congregate-living complex, condominium, apartment, or mobilehome, where some fee is paid for that service, whether directly or as included in dues or rental charges, and whether or not public rights-of-way are used in the delivery of that video programming. A "video provider" includes, without limitation, providers of cable television service, open video system service, master antenna television, satellite master antenna television, direct broadcast satellite, multipoint distribution services, and other providers of video programming, whatever their technology. B. Unless otherwise expressly stated, words, terms, and phrases not defined in this ordinance will be given their meaning as used in Title 47 of the United States Code, as amended, and, if not defined in that Code, their meaning as used in Title 47 of the Code of Federal Regulations. ARTICLE 7. VIOLATIONS; SEVERABILITY 5.12.180 Violations; Enfomement A. Unless precluded by applicable law, any person who violates any provision of this ordinance is guilty of a misdemeanor and is punishable as provided for in Chapter 1.20 of Title 1 of this Code. 743035-4 37 B. The misdemeanor penalty specified above in paragraph (A) is not applicable to a violation of any provision of this ordinance for which another sanction or penalty may be imposed under any franchise, license, lease, or similar written agreement between the City and a multichannel video programming distributor or telecommunications service provider. C. The City may initiate a civil action in any court of competent jurisdiction to enjoin any violation of this ordinance. 5.12.190 Severabilit¥ If any provision of this ordinance is determined by any court of competent jurisdiction, or by any federal or state agency having jurisdiction over its subject matter, to be invalid and in conflict with any paramount federal or state law or regulation now or hereafter in effect, or is determined by that court or agency to require modification in order to conform to the requirements of that paramount law or regulation, then that provision will be deemed a separate, distinct, and independent part of this ordinance, and such determination will not affect the validity and enforceability of any other provisions. If that paramount federal or state law or regulation is subsequently repealed or amended so that the provision of this ordinance determined to be invalid or subject to modification is no longer in conflict with that law or regulation, then that provision will again become effective and will thereafter be binding on the City and any affected cable or telecommunications service provider; provided, however, that the City must give the affected cable or telecommunications service provider 30 days written notice of that change before requiring compliance with that provision, or such longer period of time as may be reasonably required for the cable or telecommunications service provider to comply with that provision. Section 3. In adopting this ordinance, it is the intent of the City Council that Section 5.12.080, entitled "Consumer Protection and Service Standards," will apply to all franchised video programming distributors, including Century-TCI California, L.P., dba Adelphia Cable Communications. To the extent that any consumer protection and service standard referenced in Resolution No. 96-35 is inconsistent or in conflict with any provision of Section 5.12.080 of this ordinance, said standard in Resolution No. 96-35 is hereby repealed and superseded. Similarly, to the extent that any consumer protection and service standard set forth in the Non-Exclusive License dated January 10, 1989, is inconsistent or in conflict with any provision of Section 5.12.080 of this ordinance, said standard in the Non-Exclusive License is hereby superseded. Section 4. Following the City Council's adoption of this ordinance, the City Clerk is directed to provide a copy by certified mail to the franchised cable operator, Century- TCI California, L.P., dba Adelphia Cable Communications. Upon the expiration of 90 days following the transmittal of this ordinance to Century-TCI California, L.P., dba Adelphia Cable Communications, the provisions of Section 5.12.080 relating to consumer protection and service standards will apply to the operation of the cable television system within the franchise service area under the Non-Exclusive License referenced above in Section 3. The authority for this action by the City is derived from the following sources: 743035-4 38 A. 47 Code of Federal Regulations 76.309, entitled "Customer Service Obligations," which provides in relevant part as follows: "(a) A cable franchise authority may enfome the customer service standards set forth in paragraph (c) of this section against cable operators. The franchise authority must provide affected cable operators ninety (90) days written notice of its intent to enfome the standards." "(b) Nothing in this rule should be construed to prevent or prohibit: (3) Any State or any franchising authority from enacting or enforcing any consumer protection law, to the extent not specifically preempted herein; or (4) The establisl'trnent or enforcement of any State or municipal law or regulation concerning customer service that imposes customer service requirements that exceed, or address matters not addressed by the standards set forth in paragraph (c) of this section." B. California Government Code Section 53088 et seq., entitled the "Video Customer Service Act." Section 53088.2(p) of this Act provides as follows: "(p) Nothing in this division limits the power of a city, county, or city and county or video provider to adopt and enforce service standards and consumer protection standards which exceed those established in this division." Section 5. The City Clerk is directed to certify to the passage and adoption of this ordinance and to cause this ordinance to be published as required by law. of PASSED, APPROVED AND ADOPTED this _, 2003. day ATTEST: MAYOR SUSAN JONES, CMC CITY CLERK 743035-4 39 [SEAL] STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF TEMECULA SS I, Susan Jones, CMC, City Clerk of the City of Temecula, do hereby certify that Ordinance No. was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof, held on ., 2003, by the following vote, to wit: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAiN: COUNCIL MEMBERS: SUSAN JONES, CMC CITY CLERK 743035-4 40 Phyllis Ruse From: Sent: To: Cc: Subject: david.mielke@verizon.com Thursday, September 18, 2003 10:22 AM Phyllis Ruse Herman Parker; david.mielke@verizon.com; james.greene@verizon.com; Bill Hughes; Jeff Stone; laverne.davis@verizon.com; al.sabsevitz@verizon.com; Jim OGrady; wrudell@rwglaw.com Revised Language for the Telecommunications Ordinance - Verizon Response Phyllis, Thank you for your response. The proposal as outlined assures input by the utilities but it does not ensure that the recommended policies and procedures do not impose requirements that place an unreasonable or impracticable burden on the utility or other service providers or prevent a utility or other service provider from complying with statutory or regulatory mandates. Accordingly, Verizon requests that the highlighted language be added to the City's proposed change. ( i.e. "Furthermore, the respective policies and procedures shall not place an unreasonable or impracticable burden on the utility or other service providers or prevent a utility or other service provider from complying with statutory or regulatory mandates"). This additional language is necessary because Verizon's policy is to not lease excess capacity as this would impose uneconomical annually recurring expense obligations which is contrary to Verizon's policy to construct facilities through capital type expenditures. This allows Verizon to own and maintain such facilities without the obligations that a lease imposes. In addition, ownership of the facilities allows Verizon to maintain the necessary control and flexibility of such facilities to efficiently and effectively provide its customers with the services which are mandated by the California Public Utility Commission. With respect to the "time window" authority of Section 5.12.160(A) (3), the change will also ensure that the current procedure whereby Verizon coordinates its construction efforts with the City of Temecula for facilities to be placed during construction of new streets or improvement of existing streets does not become costly, onerous and burdensome. Verizon submits that a requirement to establish windows for such activities will significantly impact the City's construction plans and will require the city, utilities and other providers to incur construction delay costs until the next "window" arises. The change will ensure that Verizon's carrier of last resort requirements, whereby Verizon has limitations on the time in which it can provision services that are requested throughout the city, will not be impacted. The change will ensure that if a new customer moves into the city, or an existing customer needs the likes of additional capacity or a private network Verizon will not be required to delay the provisioning of such services until the next "window". Accordingly, the change will remove any concerns Verizon has with "time windows" imposing a barrier to entry to provision telecommunication services and to maintain the provisioning of such services as is required of Verizon as the carrier of last resort. The change will also remove any concerns that new entrants may have regarding an economic barrier to entry with respect to time to market being of utmost importance in meeting debt covenants and other financial requirements. Furthermore and as previously outlined this change is necessary to insure that the policies and procedures are not unlawful in that the policies and procedures are not an attempt to manage how a telecommunication provider provisions its services by dictating that a provider must lease facilities rather than building and owning such facilities. It will also ensure consistency with federal law (47 U.S.C. 224) that specifically exempts certain providers from having to allow other providers access to its conduit and other telecommunications facilities. It will also assist with ensuring the policies and procedures are consistent with the ! Telecommunications Act and the Federal Communications Commission recent Triennial Review which encourages facility based investment to spur competition and economic development. Accordingly, it will ensure that the policies and procedures are not in opposite to federal law and federal policy which would discourage the placement of high capacity fiber facilities and the ability of the city's constituents to receive advanced telecommunications services. Finally it will ensure that the City does not have the unfettered discretion to adopt requirements that are unrelated to the management of the right-of-way which was determined to be unlawful by the courts in the Qwest v. Auburn and Qwest v Berkeley decisions and that the polices do not violate Section 7901.1(b) of the California Public Utility Code. Regarding the request for Verizon to not oppose the rest of the ordinance, given that the proposed change with Verizon's additions is made, Verizon will not oppose the rest of the ordinance if the City adds similar language to a new subsection in Article 5.12.160{B) to ensure that the concerns as outlined below are addressed. Article 5.12.160(B) (5) - Based on technology Verizon is limited in the spacing of its facilities and whether such facilities can actually be placed below ground instead of above ground. Also, Verizon's tariff requires Verizon to construct its facilities in a manner which Verizon chooses in the ordinary course of business. Any construction costs associated with other than costs which would be incurred under Verizon's ordinary course of business standards are the obligation of constituents of the City of Temecula. In addition a requirement to limit the number of above ground facilities that can be installed in a geographical area should be deleted as a requirement of this nature is discriminatory and an unlawful barrier to entry as it will require new entrants to incur greater costs for the provisioning of facilities than that is required of existing providers. The requirement would also be unlawfully discriminatory if the City has priority for the placement of its facilities. Furthermore a requirement of this nature will discourage technological enhancements and the ability of the citizens of Temecula to receive advanced telecommunications services due to the additional cost of undergrounding such facilities. Finally, to the extent that such requirement does not apply to all entities, including the City, that utilize the ROW is unreasonable and unlawfully violates Section 7901.1{b) of the California Public Utility Code. Article 5.12.160(B) (6) - Verizon currently limits the size and dimensions of its facilities to that which is technologically feasible for the necessary project. Any standards that differ from that which is technologically feasible for the necessary project is unreasonable and unworkable. In addition the dimensions or volume of above ground facilities are driven by technology, the manufacturer(s) and the number of customers which are necessary for Verizon to provide service. Accordingly any restrictions on the dimensions or volume will impact Verizon's ability to provision advanced telecommunication services to the citizens of Temecula. Please let me know at the earliest opportunity if the City will be accepting the changes and the meeting will be moved to October 22 or if it will be necessary for Verizon to attend the September 23 City Council meeting. Thanks David Mielke 972-718-3435 - Phone 972-719-7948 - Fax david.mielke@verizon.com DEPARTMENTAL REPORTS APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE CITY MANAGER ~ TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council Jim Domenoe, Chief of Police~ V September 23, 2003 Monthly Departmental Report The following report reflects special teams, traffic enforcement and miscellaneous activity occurring during August 2003. The Police Department responded to 48 "priority one" calls for service during the month of August, with an average response time of approximately 6.6 minutes. A total of 4,842 calls for police service were generated in the City of Temecula during the month. During August, the Temecula Police Department's Town Center Storefront served a total of 164 customers. Forty-four sets of fingerprints were taken, 36 people filed police reports and seven people had citations signed off. Crime Prevention Officer Lynn Fanene participated in a number of special events, neighborhood watch and community-oriented programs during the month. He also coordinated requests for patrol ride-alongs. 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. During August, the POP Teams continued assisting the Investigations Bureau and the southwest County Narcotics Task Force by serving search warrants in the Mead Valley area. These warrants targeted individuals who were suspected of committing serious crimes in Temecula. Suspects were taken into custody on various drug and weapons charges. Apart from the aforementioned arrests, the POP Teams made 10 felony and 32 misdemeanor arrests for various crimes. They also issued 23 citations for various traffic violations. POP Teams also continued with the homeless persons program, with the goal of assisting homeless in finding services and aid to help them. The POP Teams stepped up enforcement at Sam Hicks Park, issuing 12 citations for loitering and drinking in the park. The Old Town Storefront serves as an office for the POP teams and a location to assist the public with police services. During August, the Old Town Storefront served 293 customers. Forty-nine sets of fingerprints were taken, 37 reports were written, and 38 citations were signed off. The traffic team reported that during the month of August there were 1125 citations issued for hazardous violations, 243 citations were issued for non-hazardous violations and 142 parking citations were issued. During the month there were 22 injury traffic col[isions, 74 non-injury Monthly Departmental Report- Police Department collisions were reported and 16 drivers were arrested for DUI. In other citation summary information, the Neighborhood Enforcement Team (NET) program resulted in 52 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 715 citations being issued during August. During the month of August, the POP officers assigned to the Promenade Mall handled a total of 124 calls for service. The majority of these calls were for shoplifting investigations. Dudng the month, calls and on-sight activity resulted in the criminal arrest and filings on six felony and 25 misdemeanor cases. Officer McEIvain continued to provide training to security staff dudng the month. The mall officers continued to work to prevent vehicle theft and vehicle burglaries. There were two vehicle burglaries reported during the month of August. Our five school resource officers have remained active dudng August with the beginning of another school year. The school resource officers conducted many counseling sessions with students. A total of 21 investigations/reports were conducted/written by the school resource officers during August. 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 117th Youth Court session. The JOLT officer assisted at other schools when needed and conducted follow-ups with parents of juveniles in the JOLT program. Officer Adams also worked with "at risk" juveniles throughout the month and also conducted counseling sessions with their parents. She assisted the Riverside County District Attorney's Office and Probation Department by providing training during home visits with incorrigible/at risk juveniles during the month of August. During the month of August, the Special Enforcement Team (SET Team), consisting of Officers Jon Wade and Gary Lee, made four felony arrests and nine misdemeanor arrests, primarily for narcotics violations. The SET Team also recovered quantities of methamphetamine during their enforcement activities. This team continues to work street level narcotics and specialty patrol within the city on a proactive basis. Volunteers from the community continue to be an integral part of the Temecula Police Department's staff. Under the guidance of volunteer coordinator Officer Bob Ridley and assistant coordinator Gayle Gerrish, the Police Department's volunteer staff contributed 446 hours of service in August. Volunteer assignments include computer data input, logistics support, special event assistance and telephone answering duties. Community Action Patrol (CAP) Program volunteers have continued their activities, patrolling the city for graffiti, conducting vacation residential checks and assisting patrol with special logistical needs and special events. Other duties these volunteers attend to are business checks and abandoned vehicles and traffic control. The goal of the program is high visibility, which prevents crime from occurring. CAP Team members contributed 208 hours of service to the community during the month of August. 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 and a variety of special functions. Reserve police officers worked a total of 155 hours specifically on patrol in Temecula during August. Monthly Departmental Report - Police Department 2 The Temecula Citizen Corps Program continued to take shape and develop dudng the month of August. The executive body, or the TCC Council, moved their bi-weekly meetings from the administrative offices of the Promenade Mall to the Amedcan Red Cross building. The council is comprised of rapresentatives from the police and fire departments, the City, local business, the Temecula Valley Unified School District, the American Red Cross, and a local citizen. Volunteers from the Temecula Citizen Corps and members of the council participated in the open house event that occurred at the Promenade Mall on August 23rd. This event was part of a public safety mini- expo, with participants from the American Red Cross, Guidant Corporation, the Police and Fire Departments and the Riverside County Sheriff's Department. Volunteers manned an informational booth in the plaza area of the mall, handing out brochures, recruiting additional volunteers and educating the public on disaster awareness and preparation. Most of the volunteer leadership positions have now been filled, and the program is progressing well toward meeting the goals provided by members of the city council. Monthly Departmental Report- Police Department 3 TO: FROM: DATE: SUBJECT: CITY OFTEMECULA AGENDA REPORT City ManagedCity Council APPROVAL ClTYATTORNEY DIRECTOR OFFINANCE..,,~.. CiTY MANAGER ~ William G. Hughes, Director of Public Works/City Engineer September 23, 2003 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 August, 2003. MOACTRPT CAPITAL IMPROVEMENT PROJECTS · Monthly Activity Report August / September 2003 Prepared By: Amer Attar Submitted by: William G. Hughes Date: September 23, 2003 PROJECTS UNDER CONSTRUCTION '1. Children's Museum This project will construct a 7,500 square foot children's museum. Fleming Construction, the original contractor for the building shell improvements, will be returning to the construction site at the end of September to complete repairs to the gazebo pomh floor and the removal and replacement of the ADA access ramp. 2H Construction is continuing with the repairs to the building structure. The floor repairs are nearly complete, however it was discovered that additional repairs to the sewer system will be required prior to finishing the floor repairs. Due to the extent of structural repairs and the additional delay caused by the plumbing reconstruction, the completion date for the building shell improvements has been extended to the end of January of 2004. 2. Pechanga Parkway (Formerly Pala Road) Sound Wall Improvements Under this project, sound wails will be designed and constructed on the southwest side of Pechanga Parkway, from Rainbow Canyon Road to the Pechanga casino and on the northeast side along the residences just north of Loma Linda. Bullard Construction is progressing south towards Via Consuelo with the work. The footings and retaining wall are complete and the block is being placed on the east side along Jedediah Smith. The block subcontractor has temporarily left the job until Bullard Construction can prepare enough footing to allow them to work uninterrupted. Footings for the sound wall have been poured south to Muirfield and the blocks are being placed on the west side of the project. 3. Rancho California Road Bridge Widening Over Murrieta Creek This project will widen Rancho California Road Bridge over Murrieta Creek 35 feet on the south and 15 feet on the north to provide four additional traffic lanes. CIDH pier pilings are complete, falsework is up and the south side soffit will be poured in mid September, Completion of the project is anticipated in the Spring of 2004 although the allowable working days extend into August of 2004. 4. Rancho California Sports Park ADA Access and Shade Structure This project entails the design and construction of ADA compliant concrete walkways to the remaining ball fields, 3,4,5,7 & 8. This project is complete. The Notice of Completion will go to the City Council at the October 21, 2003 meeting· 5. Annual Slurry Seal Project 200212003 This is the annual project to slurry seal various areas in the City. The Vail Ranch area is the area of concentration this fiscal year. The contractor has completed the work. The area that was slurry sealed is just south of Temecula Creek between Redhawk Parkway and Buttedield Stage Road. R:\MonthlyAcdvityRcport\CIP~2003\August.doc Contractor mailed the Maintenance Bond. Acceptance and filing Notice of Completion is set for Sept. 16, 2003. 6. Citywide Concrete Repairs - FY200212003 Annual concrete maintenance project to replace damaged concrete improvements including sidewalk, curb & gutter, driveway approaches, etc. The work started on July 14 and it will be completed on September 15. 7. Pavement Rehabilitation Program - FY 2002~ 2003 The project involves removing and replacing the pavement in the two westbound lanes of Rancho California Road between Margarita Road and Meadows Parkway. R.J. Noble started the work on 8/08. Currently, paving has been performed w/the exception of 2 transition areas. The work on transition area near Meadows Pky is proceeding well and will conclude the week of September 15. The work on transition area near Margarita Rd will start next week. A final cap will be placed throughout the entire project length. EnGen is performing material testing services. Construction will conclude no later than Sept 2003. 8. John Warner Road Assessment District Under this project an assessment district was formed. This district includes the construction of street and storm drain improvements in the John Warner Road area. The pre-construction meeting was held August 27, and a begin construction date of September 8 was set. An ongoing issue is the plan review for the RCWD waterline relocation. The final review has not yet been completed, so McLaughlin is reluctant to begin work without the final plans in hand. A limited Notice to Proceed will be issued to allow some work to begin without impacting the contractor's working day calendar. Full construction activities will begin once RCWD has completed their plan review, anticipated the week of September 22. Activity week of Sept. 8 consisted of utility potholing and markouts, and gas line relocation (completed by Gas Co.) at John Warner/Cabrillo. 9. Rancho California Road Widening & Median Modifications East of Ynez Road 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. In addition, a dedicated right turn lane will be added on the eastbound direction on Rancho California Road at Ynez Road. The pre-construction meeting was held September 4, and a tentative begin construction date of September 15 was set. There was discussion at the pre-con whether to push ahead with the project and hope for timely completion of the major roadway portion before the holiday season or postpone until after the first of the year, and after a meeting with Bill Hughes, it was decided to go forward now. A potential complication is Edison relocation, and a separate meeting was held with Edison and Noble to discuss those items; Edison will respond with their schedule by Sept. 12. Another potential complication is shallow utilities and possible unsuitable native material in the area called for overexcavation and recompaction. Leighton (Geotech consultant to City) is to propose alternatives for City review and decision. R:\MonthlyActivityReport\ClP\2003\August.doc PROJECTS BEING ADVERTISED FOR BIDS NONE PROJECTS IN DESIGN 1. Pechanga Parkway (Formerly Pala Road) Improvements - Phase II (SR 79 South to Pechanga Road) This project will widen Pechanga Parkway (formerly Pala Road) to its ultimate width from the Pechanga Parkway Bridge to Pechanga road. The City is currently working with Caltrans' Local Assistance and City's Environmental Consultant to expedite the environmental approval process. The Preliminary Environmental Document Classification (NEPA) of the project has been determined to be an "Environmental Assessment" (EA). Required technical studies (involving Federal action) will be included in the EA. The Planning Department completed Addendum No. 3 to the Wolf Creek EIR and the Notice of Determination (NOD) for the project. The Addendum and NOD were needed to satisfy all CEQA requirements for the project. The City will return checkprints to DMJM+HARRIS when all of the street plans/specifications/utility companies' comments are completed. This project will be divided into two stages. The first stage is to construct the storm drain triple box culvert and the channel improvements north of Loma Linda. Construction of this stage is scheduled for Fall 2003. The second stage will construct the remaining street improvements and drainage structures. Construction of this stage will start once the first stage is completed. 2. Pechanga Parkway Storm Drain Improvements - Phase II This project will construct the storm drain triple box culvert and the channel improvements north of Loma Linda. As part of this stage the entire Pechanga Parkway, Phase II project will be environmentally cleared in accordance with the California Environmental Quality Act (CEQA). The Planning Department completed Addendum No. 3 to the Wolf Creek EIR and the Notice of Determination for the project. The Addendum and NOD was needed to satisfy all CEQA requirements for the project. The City is finalizing the legal descriptions and plats needed to transfer Right of Way to RCFC & WCD for maintenance of the storm drain system. The City submitted a design/construction agreement to RCFC & WCD for their review and approval. The agreement included an overall right of way map and irrevocable offers of dedications with associated legal descriptions and plats. The U.S. Army Corps of Engineers (USACE) is requesting that the City and RCFC & WCD make additional changes to the lower section of the Wolf Valley Creek Channel. The consultant will redesign the outlet facility. When the USACE, City, and RCFC & WCD finally agree upon a solution, the consultant will complete the redesign and the plans will be resubmitted to RCFC & WCD for final check and approval. 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. A separate parcel has been created for the library for bond purposes. The application to the State was submitted on 6/13/02. The City's application was not among the approved ones. The City resubmitted its application for the second round of funding approvals later this year. Construction is delayed until Spring 2004, provided that the City receives funding. Utility services construction will be coordinated with Pauba Road, Phase II Street Improvements. R:\Monfl~lyActivityReport\ClP\2003~August.doc 4. Pauba Road Improvements - Phase II (Margarita Road to Showalter Road) This project will widen Pauba Road from Showalter to just west of Margarita Road to its ultimate width. The City has reviewed the 100% Design Plans submitted bythe consultant. Specifications are under review. Plans were sent to all utilities and utility issues are being addressed. The environmental documents have been finalized by the City's Planning Department and the public comment period will begin when library funding is granted which may not take place for some time. Work is being coordinated with the library project. 5. Landscaping and Sidewalk On SR 79 South (Old Town Front Street to Pechanga Parkway) The project consists of the design and construction of new sidewalk, irrigation, and landscaping along State Route 79 South between Old Town Front Street and Pechanga Parkway. The City has just received final planting and irrigation plans for this project. Civil plans have been sent back for minor revisions. Planting and irrigation plans were forwarded to Homeowners Association property management office on 8-11-03 and we received a positive feedback. Also, City has received comments from Caltrans. These comments were forwarded to the designer to make the revisions. 6. Temecula Sports Complex A new 40+ Acres sports complex will be built at the corner of Pechanga Parkway and Deer Hollow Way. The City Council approved the Conceptual Master Plan of the project and funding at the January 14, 2003 meeting. Design of the project continues with 50% submittal expected by the end of September. Coordination efforts with the developer and utility companies are underway. 7. Bridge Barrier Rail Upgrade, Rainbow Canyon Road over Pechanga Creek/Del Rio Road over Empire Creek This project will replace the existing barrier rails of the Rainbow Canyon Bridge over Pechanga Creek and the Del Rio Road Bridge over Empire Creek. Simon Wong Engineering (SWE)delivered the 100% Plans and Engineer's Cost Estimate in early October. The Specifications are complete. The request for authorization for construction funding was sent to Caltrans on 1/14/03. Caltrans responded via e-mail on 8/1/03 saying that their Obligational Authority (OA) for all local federal aid projects has reached its limit for this year and will not be available until the new federal budget is approved sometime after 10/1/03. Once Caltrans approval is received (sometime after 10/1/03) the project will go out to bid. 8. Fire Station - Wolf Creek Site A fire station will be built at the Wolf Creek Site. The Plans have been approved with the exception of the grading plans. We are waiting for the parcel to be recorded and an APN so an address can be assigned and utility services finalized. The Developer was noticed of the need in March 2003. 9. Vail Ranch Park (Near Pauba Valley School) - Add Amenities This project will add amenities, including play equipment, to the recently annexed Vail Ranch Park. RHA Landscape Architects/Planners Inc. is the design firm. The final design documents were resubmitted to the City during the last period. Final review is in process. The project will be advertised for bids once the plan review is complete and all comments are addressed. 4 R:\MonthiyActivityReport\CIP\2003\August.doc 10. Murrieta Creek Multi Purpose Trail This project will build portions of the equestrian and bike trails along Murrieta Creek within City limits. The City has received a federal grant of $1,214,000. Caltrans has given the City the "Authorization to Proceed with Preliminary Engineering." We are working with US Army Corps of Engineers and Riverside County Flood Control to coordinate the trail design with the Murdeta Creek Improvement project. The next progress meeting will be on Sept. 30, 2003. 11. State Route 79 South Medians Under this project medians will be constructed on State Route 79 South within the City of Temecula limits. The City Council approved a design agreement with Project Design Consultants (PDC) on May 27, 2003. PDC just received an encroachment permit to perform field surveying. They are in the process of doing the preliminary design. 12. Guardrail Installation and Replacement On Rainbow Canyon Road In this project, old guardrails will be replaced and new guardrails will be installed in needed locations on Rainbow Canyon Road within the City of Temecula. Authorization to request proposals was received from Caltrans and the RFP went out on June 11,2003. Proposals were received on July 1, 2003 and negotiations with the highest ranked firm is in progress. Once Caltrans approves the recommended consultant the agreement will go to City Council for approval. 13. Old Town Southern Gateway Landscaping Under this project, 10,000 square feet remnant parcel west of Front Street, which was created by the realignment of First Street, will be landscaped. Project plans are complete. Specifications will be completed shortly. 14. Rancho California Road Widening, Old Town Front Street to 1-15 (Southside) This project will provide a right turn lane for southbound 1-15 motorists and explore the possibility of providing a dual left turn lane from westbound RCR to southbound Front Street. A design consultant has been chosen with contract approval scheduled for September 16th. Title reports for impacted properties have been received. 15. Old Town Community Theatre This project will construct a 20,000 square foot community theater complex and refurbishes the existing Mercantile Building. Plans are through Building plan check. A construction management firm has been chosen and a portion of their work (e.g., cost estimate and constructability check is underway). City Council approved the pre-qualification of the general contractors on July 22, 2003. We are in the process of acquiring Fourth Street right-of-way for utilities and access. Permit applications were completed and sent to resource agencies the week of May 12th and permits are anticipated shortly. The Regional Water Board and Army Corps will require revegetation of storm drain disturbance per a pre-approved plan. The goal is to get the PS&E completed and send out for bids in October. 16. Fire Station - Northeast Site (Roripaugh Ranch) This project will construct a new fire station in the north part of the City. Amendment of the design 5 R:\MonthlyAc~vityReport~CIP\2003\August.doc agreement, for final design, was approved at the 6/10/03 Council meeting. The developer has deposited the additional funding necessary to complete final design and bid the project. 90% drawings were submitted to Building on 8/26/03 and they are due back on 9/12/03. The land for the station is set to be dedicated as part of the tract map acceptance on 9/16. The timing of the station will be impacted by the developer's ability to provide finished street grades, finished site grading and site utilities. 17. Jefferson Avenue Pavement Rehabilitation - Phase II This project will rehabilitate Jefferson Avenue from approximately 650 ft south of Overland Dr. to Rancho California Rd. The rehabilitation will include pavement overlay and road/driveway reconstruction. After reviewing the RFPs, AEI CASC Engineering was deemed to be the top ranked firm to provide engineering design services. Staff held a meeting with AEI on 09/05 to refine & discuss scope of work, cost of services, etc. AEI submitted a proposal. Contract approval will be presented to the City Council at the 09/23/2003 meeting. '18. Main Street Bridge Over Murrieta Creek (Replacement) New Project. This project will replace the existing Main Street Bridge over Murrieta Creek. A Request For Proposals was issued on 9/16/03. Staff is also preparing an application for Highway Bridge Replacement and Rehabilitation (HPRR) funds. · 19. 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. The project is on-hold, excePt for the two traffic signals at Diaz Rd. & Rancho Way and Business Park & Rancho California Road. Right of Way acquisition process is ongoing. Plans for the two signals are being finalized. 20. Winchester Road Widening Between Enterprise Circle and Jefferson This project will widen Winchester road between Enterprise Circle and Jefferson Avenue. It will also add a right turn lane from Eastbound Winchester to Southbound Jefferson, starting at Enterprise Circle. In-house design continues. Right-of-way plats and legals have been prepared and the acquisition process is underway. Offers were sent out to the affected property owners on 08-05-03. Jefferson median workshop with business and property owners occurred on 9/11/03. 21. Bus Bench Upgrades Under this project, bus benches and shade structures will be installed and existing ones will be upgraded at various locations. Project research on locations of current bus stops, existing bus bench/shade structures, bus bench/shade structure costs and RTA routes is complete. Bus bench/shade structure design and location options were reviewed and a report with recommendations was prepared and is being reviewed by management. 6 R:\MonthlyActivityReport\ClP\2003\August.doc PROJECTS IN THE PLANNING STAGE 1. 1-15/SR 79 South Interchange - Project Study Report (PSR) This project will modify the 1-15/SR 79 South Interchange to accommodate projected future traffic. The City will proceed with the modified alternative #5. The draft Project Study Report was submitted to Caltrans and the City for review and comments on April 7, 2003. The City received Caltrans comments on May 22, 2003. The City's responses to the comments were sent back to Caltrans on June 3, 2003. Caltrans is scheduling a meeting with FHWA to determine the proper documentation for this project. 2. French Valley Parkway Overcrossing and Interchange, Project Report (PR), Plans Specifications, and Estimate (PS&E) Preparation This project will construct an interchange between Winchester Road Interchange and the 1-15/I-215 split. The consultant continues to work on the Project Report. A PDT meeting was held on 08/27/03. The Value Analysis session has been completed. The Value Analysis report is currently under review. In addition, this project was chosen to be the Federal Highway Administration's pilot program to accelerate projects. The program is called Accelerated Construction Technology Transfer (ACTT). Workshops related to this program will be held in December. We are also pursuing the acquisition of a number of properties to protect them from development. 3. Murrieta Creek Bridge - Overland Drive Extension to Diaz Road This project will entail alignment studies and the design of an extension of Overland Drive, westerly to Diaz Road, which includes a new bridge over Murrieta Creek. The project includes the widening of Overland Drive from Jefferson Avenue to Commerce Center Ddve, and the extension of Overland Drive across Murrieta Creek to Diaz Road. Staff prepared an amendment to the original agreement for the PS&E. The amendment will be submitted to council at the September 23 meeting. The PS&E design will begin after council approves the amendment. 4. Alignment Study for Murrieta Creek Bridge Between Winchester Road and Temecula City Limits and Diaz Road Extension This study will determine the alignment and location of the Murrieta Creek crossing between Winchester Road and 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, Riverside County 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 awaiting data from Riverside County Flood Control in order to complete the work on the first draft of the alignment study. Staff has yet to receive the data. PROJECTS THAT ARE SUSPENDED OR ON-HOLD 1. Santa Gertrudis Bridge Widening at 1-15 This is Phase II 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 nor-th of Winchester Road. Staff is revisiting the merits of this project in light of the Project Study Report for French Valley Parkway Interchange. The study shows that this bridge may have to be removed in the future to accommodate the new Interchange. This project is suspended indefinitely. 7 R:\MonthlyActivityReport\ClP\2003\August.dcc UJ i Z I.U UJ 0 .J ..8 E- ~TEE ..8 I-- " ~ ~ oE ~c ~ ~E o=~ ' ~ ~ I . . ._ .~ ~ ~ m ~ .- / '7, ~Z uJ , O~ I- Z LU ~U 0 I,- Z I,i.I rtl 0 ,-I fl. MEMORANDUM TO: Bill Hughes, Director of Public Works/City Engineer FROM: ~$~ Brad Buron, Maintenance Superintendent DATE: September 3, 2003 SUBJECT: Monthly Activity Report - August, 2003 The following activities were performed by Public Works Department, Street Maintenance Division in-house personnel for the month of August, 2003: SIGNS A. B. C. Total signs replaced Total signs installed Total signs repaired 146 15 30 160 1,222 21 202 Il. TREES A. Total trees trimmed for sight distance and street sweeping concerns III. ASPHALT REPAIRS A. Total square feet of A. C. repairs B. Total Tons IV. CATCH BASINS A. Total catch basins cleaned RIGHT-OF-WAY WEED ABATEMENT A. Total square footage for right-of-way abatement 2,260 VI. GRAFFITI REMOVAL A. Total locations B. Total S.F. 21. ... 4,415 VII. STENCILING A. 562. New and repainted legends B. -0- L.F. of new and repainted red curb and striping Also, City Maintenance staff responded to 43 service order requests ranging from weed abatement, tree trimming, sign repair, A.C. failures, litter removal, and catch basin cleanings. This is compared to 50 service orderrequests for the month of ~Jui¥~ 2003. The Maintenance Crew has also put in 58 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 August~ 2003 was $17~315.00 compared to $ 8~190.00 for the month of .July~ 2003. Account No. 5402 $ 15,000.00 Account No. 5401 $ 2,315.00 Account No. 999-5402 $ - 0 - Ron Parks, Deputy Director of Public Works Ali Moghadam, Senior Engineer (CIP/Traffic) Greg Butler, Senior Engineer (Capital Improvements) Amer Attar, Senior Engineer (Capital Improvements) Jerry Alegria, Senior Engineer (Land Development) oo 0~0 STREET MAINTENANCE CONTRACTORS The following contractors have performed the following projects for the month of August, 2003 DATE DESCRIPTION TOTAL COST ACCOUNT STREET/CHANNEL/BRIDGE OF WORK SIZE CONTRACTOR: RENE'S COMMERCIAL MANAGEMENT Date: 08/03 CITYWIDE R.O.W.'S WEED SPRAYING AND ABATEMENT TRASH & DEBRIS PICK-UP # 54O2 TOTAL COST [ $ 15,000.00 CONTRACTOR: BECKER ENGINEERING Date: 08/05/03 MURRIETA CREEK LOW FLOW REPAIR DAMAGE TO EAST SIDE DUE TO CROSSING TRAF~C ACCIDENT # 5401 I $ 2,315.00 TOTAL COST Date: # TOTAL COST CONTRACTOR: Date: # TOTAL COST Date: # TOTAL COST I TOTAL COST ACCOUNT #5401 $ 2,315.00 TOTAL COST ACCOUNT #5402 $ 15,000.00 TOTAL COST ACCOUNT #99-5402 -0- CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DIVISION ASPHALT (POTHOLES) REPAIRS MONTH OF AUGUST, 2003 DATE LOCATION SCOPE OF WORK S.F. TOTAL TONS 08/04/03 MARGARITA S/O AVENIDA BARCA R & R A.C. 288 6.5 08/05/03 MARGARITA S/O AVENIDA BARCA A.C. CAP 525 5.5 08/21/03 44260 AP1S / JEFFERSON/RAINBOW CANYON R & R AC 184 2.5 08/265/03 31260 PESCANDO R & R AC 225 6.5 TOTAL S.F. OF REPAIRS 1~222 TOTAL TONS 21 CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DIVISION CATCH BASIN MAINTENANCE MONTH OF AUGUST, 2003 DATE LOCATION WORK COMPLETED 08/01/03 FRONT STREET AT MORENO CLEANED & CHECKED 3 CATCH BASINS 08/04/03 AREA #1 CLEANED & CHECKED 30 CATCH BASINS 08/05/03 AREA #1 CLEANED & CHECKED 9 CATCH BASINS 08/I 1/03 AREA #2 CLEANED & CHECKED 26 CATCH BASINS 08/12/03 AREA #2 CLEANED & CHECKED 9 CATCH BASINS 08/13/03 AREA #1 CLEANED & CHECKED 5 CATCH BASINS 08/14/03 AREA :gl CLEANED & CHECKED I l CATCH BASINS 08/18/03 AREA #2 CLEANED & CHECKED 36 CATCH BASINS 08/19103 AREA #2 CLEANED & CHECKED 15 CATCH BASINS 08/26103 AREA#2 CLEANED & CHECKED 25 CATCH BASINS 08/27/03 AREA #2 CLEANED & CHECKED 25 CATCH BASINS 08/28/03 AREA #2 CLEANED & CHECKED 8 CATCH BASINS TOTAL CATCH BASINS CLEANED & CHECKED 202 CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DIVISION GRAFFITI REMOVAL MONTH OF AUGUST, 2003 DATE LOCATION WORK COMPLETED 08/01/03 MAIN STREET BRIDGE REMOVED 24 S.F. OFGRAFFITI 08/04/03 MARGARITA AT MORAGA REMOVED 499 S.F. OF GRAFFITI 08/11/03 RANCHO CALIFORNIA ROAD AT LYNDIE LANE REMOVED 38 S.F. OF GRAFFITI 08/11/03 PAUBA AT YNEZ REMOVED 100 S.F. OF GRAFFITI 08/12/03 YNEZ AT YNEZ COURT REMOVED 180 S.F. OF GRAFFIT1 08/13/03 MEADOWS PARKWAY AT MIDDLE SCHOOL REMOVED 10 S.F. OF GRAFFITI 08/13/03 VIA LA VIDA AT VIA RENATE REMOVED 4 S.F. OF GRAFFITI 08/19/03 PUJOL AREA REMOVED 2,292 S.F. OF GRAFFITI 08/20/03 TARGET CENTER REMOVED 265 S.F. OFGRAFFITI 08/20/03 PAUBA AT VIA RAME REMOVED 41 S.F. OF GRAFFITI 08/20/03 27911 JEFFERSON REMOVED 63 S.F, OF GRAFFITI 08/20/03 AMARITA AT VIA RICCI REMOVED 17 S.F. OF GRAFFIT! 08/20/03 6TM STREET AT WINCHESTER CREEK APARTMENTS REMOVED 250 S.F. OF GRAFFITI 08/25/03 41935 4TM STREET REMOVED 34 S.F. OF GRAFFITI 08/25/03 TEMECULA M1DDLE SCHOOL REMOVED 72 S.F. OF GRAFFITI 08/251)3 VAIL RANCH PARKWAY WEST OF NIGHTHAWK REMOVED 10 S.F. OF GRAFFITI 08/25/03 CAMINO RUBANO AT VAIL RANCH REMOVED 78 S.F. OF GRAFFITI 08~26103 RIDGE PARK DRIVE REMOVED 45 S.F. OFGRAFFITI 08/26/03 28464 FELIX VALDEZ REMOVED 307 S.F. OFGRAFFITI 08/27/03 MAIN STREET BRIDGE REMOVED 80 S.F. OF GRAFFITI 08/29/03 VIA NORTE AT SOLANA WAY REMOVED 6 S.F. OF GRAFFITI TOTAL S.F. GRAFFITI REMOVED 4~415 TOTAL LOCATIONS 21 CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DIVISION SIGNS MONTH OF AUGUST, 2003 DATE LOCATION WORK COMPLETED 08/05/03 LA SERENA AT CAMINO CORTO REPLACED 3 S.N.S. 08/05/03 RANCHO CALIFORNIA ROAD AT COSMIC REPLACED R-26 08/05/03 C1TYW1DE REPAIRED l0 SIGNS 08/06/03 LOW FLOW DEL RIO REPLACED K MARKER 08/06/03 RANCHO CALIFORNIA ROAD E/O CITY LIMITS REPLACED W-9, CITY LIMIT SIGN 08/06/03 AREA #4 REPLACED 7 S.N.S. 08/07/03 AREA #4 REPLACED 27 S.N.S. 08/07/03 ZEVO N/O DIAZ REPLACED R-26 08/08/03 DIAZ N/O RANCHO WAY REPLACED 3 R-26 08/08/03 VAIL AT JERONIMO REPLACED R-7 08/I 1/03 AREA #4 REPLACED 16 S.N.S. 08/11/03 CITYWIDE REPAIRED 8 SIGNS 08/12/03 JEFFERSON AT WINCHESTER REPLACED CHP SIGN 08/12/03 AREA #4 REPLACED 44 SNS 08/13/03 MARGARITA AT DE PORTOLA REPLACED R26 - 81 08/13/03 LA SERENA AT VIA HALCON REPLACED S.N.S. 0813/03 DIAZ S/O LOW FLOW REPLACED 12 R-26 08/13/03 RANCHO CALIFORNIA ROAD AT TOWN CENTER REPLACED R-61 - 36 08/13/03 PREECE AT GATEWOOD REPLACED W-53A 08/I 3~03 CORTE FRESCA AT ASADO REPLACED 2 TYPE "N" 08/13/03 YNEZ AT PAUBA REPLACED W-17 08/14/03 VIA SABINO AT ELIZABETH REPLACED S.N.S. & R-I 08/14/03 MEADOWS AT LA SERENA REPLACED 4 DELINEATORS DATE LOCATION WORK COMPLETED 08/14/03 RANCHO CALIFORNIA ROAD AT BUSINESS PARK REPLACED 2 CARSONITES 08/14103 C1TYWIDE REPAIRED 8 SIGNS 08118/03 30405 DEL REY REPLACED R-2 35 08/18/03 DEL REY AT AVENIDA REPOSO REPLACED R-2 35 08120/03 PAUBA AT VIA RAMIE REPLACED R-I 08/20/03 CITYWIDE REPAIRED 4 SIGNS 08/22/03 HWY 79 SO. AT FRONT STREET INSTALLED 2 "N" MARKERS 08/22/03 RANCHO VISTA AT LOMA PORTOLA REPLACED "K" MARKER 08/22/03 WINCHESTER AT MARGARITA REPLACED R-7, 2 DELINEATORS 08/22/03 MARGARITA AT OVERLAND REPLACED R2-45 08/25/03 YNEZ AT PREECE REPLACED R-26-81 COMBO 08/26/03 PARKSIDE AT APRIL REPLACED SNS 08/26/03 MAIN STREET BRIDGE INSTALLED W-57 08/26/03 LONG VALLEY AT ROANOAKE INSTALLED R-2 25 08/26/03 30292 LONG VALLEY INSTALLED R-2 25 08/26/03 LONG VALLEY AT YUKON INSTALLED R-2 25 08/26/03 Isn' STREET AT PUJOL INSTALLED W-56, TYPE "N" 08/27/03 MAIN STREET BRIDGE INSTALLED 2 DELINEATORS 08/27/03 MILANO ROAD INSTALLED 4 R-2- 25 08~28~03 WOLF STORE ROAD REPLACED R-2-50 08/28/03 SO. GENERAL KEARNEY AT BRANFORD INSTALLED W-53 08/28/03 RIVERTON AT CALLE GIRASOL REPLACED W~57 TOTAL SIGNS REPLACED 146 TOTAL SIGNS INSTALLED 15 TOTAL SIGNS REPAIRED 30 CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DIVISION SERVICE ORDER REQUEST LOG MONTH OF AUGUST, 2003 DATE DATE WORK RECEIVED LOCATION REQUEST COMPLETED 08/01/03 30065 VILLA ALTURAS TREE TRIMMING 08/01/03 08/04/03 41542 BIG SAGE ROOT PRUNING 08/04/03 08/04/03 OLD TOWN FRONT STREET POTHOLE 08/04/03 08/04/03 27999 JEFFERSON POTHOLE 08/04/03 08/04/03 SIZZLER ON JEFFERSON POTHOLE 08/04/03 08/04/03 45504 CLASSIC WAY TREE STAKING 08/12/03 08/05/03 LA SERENA AT CAMINO CORTO S.N.S. DOWN 08/05/03 08/05/03 32204 CALLE RESACA TREE REMOVAL 08/05/03 08/05/03 29711 VA1L BROOK WEED ABATEMENT 08/05/03 08/06/03 33347 SHAYNNA S.N.S. REPAIR 08/06/03 08/07/03 MOTOR CAR PARKWAY POTHOLES 08/07/03 08/07/03 32145 CAMINO MAREA TREE TRIMMING 08/08/03 08/08/03 45771 CLASSIC WAY CRACKED SIDEWALK 08/08/03 08/12/03 32894 JOSHEROO COURT FLEAS & ANTS 08/12/03 08/12/03 41112 VINTAGE CIRCLE TREE LIMB DOWN 08/I 2/03 08/12/03 40481 CALLE MEDUSA TREE TRIMM1NG 08/12/03 08/13/03 ELIZABETH ROAD S.N.S. MISSING 08/13/03 08/14/03 31405 SEMINOLE DRIVE OIL SP1LL 08/14/03 08/14/03 DIAZ ROAD AT RANCHO WAY GLASS SPILL 08/14/03 08/14/03 NICHOLAS ROAD AT CALLE MEDUSA POTHOLES 08/14/03 08/15/03 39750 INTERPID ROAD ROUGH ROAD 08/15/03 08/15/03 45890 CLUBHOUSE DRIVE DEAD TREE 08/15/03 08/~ 8/03 30685 MILKY WAY DRIVE R.O.W. TREE CONCERN 08/25/03 08/I8/03 43998 HIGHLANDER SIDEWALK REPAIR 08/18/03 08/18/03 PARKSIDE STREET S.N.S. REPAIR 08/18/03 DATE DATE WORK RECEIVED LOCATION REQUEST COMPLETED 08/19/03 VIA SABINO DEBRIS PICK-UP 08/19/03 08/19/03 VIA SABINO DEBRIS PICK-UP 08/19/03 08/19/03 PECHANGA PARKWAY OVERGROWN 13 US[lES 08/I 9/03 08/20/03 43998 HIGHLANDER CURB REPAIR 08/20/03 08/20/03 46752 RAINBOW CANYON ROAD TREE DOWN 08/20'03 08/20/03 30958 GREENSBORO DRIVE R.O.W. TREE DEAD 08/25/03 08/21/03 33281 VIA CHAPPARO STORM DRAIN LID MISSING 05/21/03 08/22/03 MARGARITA AT WINCHESTER SIGN DOWN 08/22/03 08/22/03 41023 ViA [fALCON DEBRIS PICK-UP 08/22/03 08/22/03 31104 TECUMSEH COURT STREET FAILING 08/25/03 08/25/03 41150 VIA HALCON P.C.C. REPAIRS 08/25/03 08/25/03 CALLE PII~!A COLADA R.O.W. EROSION 08/28/03 08/26/03 32689 HUPA DRIVE TREE TRIMMING 08/26/03 08/26/03 29951 CACTUS PLACE TREE TRIMMING 08/26/03 08/27/03 30680 SANTIAGO ROAD POTHOLES 05/27/03 08/28/03 31949 CORTE CARDOZA OIL SPILL 08/28/03 08/28/03 45356 CLUBHOUSE DRIVE TREE TRIMMING 08/28/03 08/28/03 RANCHO CALIFORNIA ROAD AT MORAGA DEBRIS REMOVAL 08/28/03 TOTAL SERVICE ORDER REQUESTS 43 R:\MA[NTA[N~WR KCOM PLTDXSORS\03-04XAIJGUST 03 CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DIVISION STENCILS / STRIPING MONTH OF AUGUST, 2003 DATE LOCATION WORK COMPLETED 08/04/(13 SCHOOL LEGENDS CITYWIDE REPAINTED 23 LEGENDS 08/05/03 NICHOLAS WEST OF WINCHESTER REPAINTED 41 LEGENDS 08/07/03 SCHOOL LEGENDS CITYWIDE REPAINTED 35 LEGENDS , 08/11/03 PAUBA EAST OF YNEZ REPAINTED 42 LEGENDS 08/12/03 SOLANA WAY EAST OF YNEZ REPAINTED 59 LEGENDS 08/13/03 AREAS #2 & #3 REPAINTED 61 LEGENDS 08/14/03 LA SERENA EAST OF MARGARITA REPAINTED 28 LEGENDS 08/1803 MEADOWS PARKWAY NORTH OF HWY 79 SO. REPAINTED 48 LEGENDS 08/I9/03 MEADOWS PARKWAY S/O RANCHO CALIFORNIA ROAD REPAINTED 52 LEGENDS 08/20/03 BUTTERFIELD STAGE NORTH OF HWY 79 SO. REPAINTED 31 LEGENDS 08/25/03 VAIL RANCH REPAINTED 14 LEGENDS 08/26/03 AREA #1 REPAINTED 35 LEGENDS 08/27/03 AREA #1 REPAINTED 56 LEGENDS 08/28/03 AREA #1 REPAINTED 37 LEGENDS TOTAL NEW & REPAINTED LEGENDS 562 NEW & REPAINTED RED CURB & STRIPING L.F. - 0 - CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DIVISION RIGHT-OF-WAY TREE TRIMMING MONTH OF AUGUST, 2003 DATE LOCATION WORK COMPLETED 08/07/03 C STREET TRIMMED 6 R.O.W. TREES 08/11/03 C STREET TRIMMED 35 R.O.W. TREES 08/11/03 YNEZ AT PREECE TRIMMED 5 R.O.W. TREES 08/12/03 PAUBA EAST OF YNEZ TRIMMED 31 R.O.W. TREES 08/12/03 YNEZ NORTH OF PAUBA TRIMMED 13 R.O.W. TREES 08/13/03 CALLE FUEGO AT CALLE PANTANO TRIMMED I R.O.W. TREES 08/13/03 CALLE MEDUSA TRIMMED 32 R.O.W. TREES 08/14/03 CALLE MEDUSA TRIMMED 12 R.O.W. TREES 08/20/03 PAUBA AT LA PRIMAVERA TRIMMED 12 R.O.W. TREES 08/22/03 RAINBOW CANYON ROAD TRIMMED 4 R.O.W. TREES 08/25/03 RANCHO VISTA EAST OF YNEZ TRIMMED 9 R.O.W. TREES TOTAL R.O.W. TREES TRIMMED CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DIVISION RIGHT-OF-WAY WEED ABATEMENT MONTH OF AUGUST, 2003 DATE LOCATION WORK COMPLETED 08/06/03 RANCHO VISTA AT YNEZ ABATED 80 S.F.R.O.W. WEEDS 08/07/03 LA SERENA ABATED 120 S.F.R.O.W. WEEDS 08/11/03 YENZ AT PREECE ABATED 1,000 S.F.R.O.W. WEEDS 08/11/03 YNEZ AT RANCHO VISTA ABATED 400 S.F.R.O.W. WEEDS 08/12/03 LA SERENA ABATED 3 l0 S.F.R.O.W. WEED,' 08/13/03 CALLE MEDUSA ABATED 350 S.F.R.O.W. WEEDS TOTAL S.F.R.O.W. WEEDS ABATED 2~260 R:IMAINTAIN\WKCMPLTD/WEEDSklULY 2003 TO JUNE 2004La. U G U ST.03.DOCA U G [IS'[ 03 APPROVAL CI~-'-~NEY~. DIRECTOR Of FINANC..E../4/-/.~ CITY MANAGER CITY OF TEMECULA AGENDA REPORT TO: FROM: DATE: SUBJECT: City Council/City Manager Anthony J. Elmo, Director of Building & Safe~'/ September 23, 2003 Departmental Report August 2003 PREPARED BY:Carol Brockmeier, Administrative Secretary TOTAL NUMBER OF PERMITS ISSUED ................................................................... 270 NSFR .................................................................................................................. 37 NCOM ................................................................................................................... 1 TOTAL VALUATION ...................................................................................... $9, 899,234 TOTAL NUMBER OF INSPECTIONS PERFORMED .............................................. 4,8'17 TO: FROM: DATE: SUBJECT: APPROVAL~/~A~...~ CITY ATTORNEY DIRECTOR OF FINANCE CITY OF TEMECULA AGENDA REPORT City Manager/City Council Jim O'Grady, Assistant City Mana~ September 23, 2003 Economic Development Monthly Depadmental Report Prepared by: Gloria Wolnick, Marketing Coordinator The following are the recent highlights for the Economic Development Department for the month of August 2003. ECONOMIC DEVELOPMENT Leads & Inquiries Staff contacted and sent site and business information to five high-end retailers encouraging them to consider Temecula as a possible site for a future location. In the month of August, the Southwest Riverside County Alliance received 7 leads. Four leads were direct contacts to the Alliance via phone or web site response and three were a result of the article in Expansion Management magazine. Media/Outreach Materials Staff wrote the City article for the September Chamber of Commerce Newsletter titled, "Telecommunications in Temecula: Today and Tomorrow." The article provides information on Temecula's existing information infrastructure, future city-use telecommunications infrastructure and Temecula's future information infrastructure. In the month of August, staff worked with a photographer and graphic designer on the updated Temecula Business Brochure. Staff met with Mike Robles of Chaparral High School regarding the "Paws for Temecula" cable access program. Staff provided Mr. Robles with contact information, suggestions for topics including public safety tips, special events and CIP projects to cover in the show. The cable show airs on Thursdays from 6:30 p.m. - 7:00 p.m. Each show will air for two weeks in a row. Meetinfls Staff attended the 1-15 IRP Technical Working Group Meeting in Murrieta on August 7th. Economic development jobs/housing balance and long-range transportation strategies were discussed. Staff attended the EDC of Southwest Riverside County Business Relations Committee Meeting on August 7th. Follow-up action reports were provided on Bianchi International, CITYMGR\WOLN ICKG~AUGUST'03 DEPT.KEPT.DOC 1 Waterstone, and the Business Furniture Group. There were 27 visits and 33 phone interviews for fiscal year 2002-03. The City of Temecula staff was given a certificate of appreciation for "Most Visits." Staff attended the EDC of Southwest Riverside County Business Attraction Advisory Committee Meeting on August 26th to discuss the branding campaign for Southwest Riverside County. ideas for branding and slogans were received from committee members. The theme, "Southwest California" was selected for further consideration. Staff attended the EDC of Southwest Riverside County Board of Directors Meeting on August 21st. Updates were provided on the Quarterly Luncheon, Legislative Summit and Utilities. Councilmembers and staff attended the EDC Quarterly Luncheon at Temecula Creek Inn on August 28t~. The topic of the luncheon was, "A Smarter Economic Future" Southwest County's proposed higher-education campus. The campus development by Capistrano Beach developer A.G. Kading is proposed to be built at the northwest corner of Dendy Street and Diaz Road in Temecula. A preliminary study is in review for a proposed 32-acre higher- education complex which will include: conference center, 250+ apartments or condos, offices & retail, multi-story classroom buildings, outdoor grass amphitheater and stage and day care center. The fimt phase of the project includes one of the two proposed 57,000 sq. ft. classroom towers, which could be utilized by local colleges. City of Temecula presentations were made by Mayor Stone, Jim O'Grady and John Meyer and other featured speakers included: Steve Garcia, California State University San Marcos, Dr. Richard Giese, Mt. San Jacinto Community College and Jack Azzaretto, UC Riverside Extension. Staff met with Steve Bieri on August 7th regarding possible locations for the City of Temecula sign and future plans for his 110-acre commercial site. Staff attended the EDC of Southwest Riverside County Board of Directors Meeting at the Eastern Municipal Water District on August 21st. EMWD made a presentation on the brineline. Following the presentation was a tour of the Menifee Desalter Facility. Staff met with Terry O'Brien of Ocatillo Pictures on August 19t~ to discuss filming opportunities and marketing to attract more filming to the area. On August 25~, staff met with the Interim City Manager, a Councilmember and the City's Economic Development Director for the City of Barstow, to discuss the positive and negative impacts to a city with a casino. Staff attended the Southwest Riverside County Economic Alliance Partners Meeting on August 27~. Items discussed included updating the following Alliance marketing projects: CD- Rom, Business Resource Guide, and web site. The Alliance is developing a broker power point presentation to take to prominent commercial brokerage firms and educate them on the role and activities of the Alliance. An update was provided on the Business Attraction Advisory Committee Meeting and Fall Event (refer to attached Alliance report). Staff met with Dick Kennedy and Fred Grimes on August 27~ to discuss the Temecula auto mall, and conferred by telephone several times during August. Several meetings were held in August to discuss the planned Higher Educational Development in Temecula. On August 7th, staff met with Cai State University San Marcos, and on August 14th A.G. Kading and staff met with representatives from various utility agencies. CITYMGR\WOLNICKG~AUGUST'03 DEPT.REPT.DOC 2 On August 12~, staff met with Mr. Tracy O'Neil, the Manager for the new Wal-Mart in Temecula. Staff provided Mr. O'Neil with information on non-profit groups in the area, and city development and code enforcement policies. Wal-Mart provides donations to various charitable groups each year. TOURISM Special Events Staff prepared a Request for Qualifications (RFQs) to plan, promote and produce the 2004 Temecula Spring Car Event to be held in Old Town Temecula. This will replace the Temecula Rod Run, which has been a signature event in Temecula for the past 17 years showcasing a cross section of up to 800 classic cars, hot rods, and custom cars. Staff sent the RFQ to eleven event planners and organizations interested in this event. The Economic Development Subcommittee and staff reviewed the six RFQs and scheduled interviews with two of the respondents. Media/Outreach Materials The August/September issue of Lifescapes Magazine features Temecula as a weekend getaway (see attached). The Magazine has a circulation of 32,000 copies, with more than 25,000 hand-delivered and mailed to homes in affluent communities including Agoura Hills, Calabasas, Malibu, Thousand Oaks, Ventura, Westlake Village and Woodland Hills. About 7,000 copies are distributed to businesses. All of the major hotels in the Conejo Valley include the magazine in their guest rooms. Staff and the Arts Council provided information and photos for the article. The City ad in the September/October issue of Westways Magazine brought about 800 inquiries during the month of August. (see ad attached) Staff assisted a graphic designer on developing an ad for the Temecula Valley International Film & Music Festival Program. In the month of August, staff received media leads from Anaheim/Orange County CONVIS. Staff sent letters, tourism CDs and media kits to the following: Seattle Magazine, Copley News Service San Diego, Meeting News, National Post, Detroit Free Press, Fred Folmer - New York Travel Agent, Jim Shillinglaw - New York Travel Agent, Meeting & Incentive Travel Magazine, Atlanta Magazine, Travel Weekly, Ottawa Sun and the Ann Arbor News. Staff provided Ruth Planey, writer for Inland Empire Family Magazine, with demographic, housing and tourism information for a future article. Part of the article will be on Old Town Temecula - Best Family Outing. Staff was contacted by Waldon Travel of Miami, FL, to provide them with a set of slides on Temecula and a CD Rom for their use in booking trips to Temecula. Meetin.qs Staff attended the Chamber Tourism Council Meeting on August 7th at Ponte Winery. Chamber staff provided an update on the Convention & Visitors Bureau, restaurant/wine survey and State Golf Program. Staff announced the Moonlight Movies in the Park & Summer Concert Series as well as the Temecula On Stage event. On August 28th, staff attended the Chamber Convention & Visitors Bureau planning meeting. Items discussed was the approval of the Convention & Visitors Bureau mission CITYMGR\WOLNICKG~AUGUST'03 DEPT. REPT. DOC 3 statement, update on tradeshows and a goal & vision building exercise designed to prioritize the areas to concentrate on first in developing the CVB. "The mission of the Temecula Valley Convention and Visitors Bureau is to stimulate economic growth and tourism by developing, expanding, and marketing our destination to conventions, meetings and leisure travel markets." ATTACHMENTS Temecula Valley Chamber of Commerce Activities Report Economic Development Corporation of Southwest Riverside County Activities Report Southwest Riverside County Economic Alliance Activities Report Temecula Valley Film Council Activities Report Advertising/Media Coverage CITYMGR\WOLNICKG~AUGUST'03 DEPT.REPT.DOC 4 TEMECULA VALLEY CHAMBER OF COMMERCE September 4, 2003 Shawn Nelson, City Manager City of Temecula 43200 Business Park Drive Temecula, CA 92590 Dear Shawn, Attached please find the August Monthly Activity Report as per our contract with the City of Temecula. This is the month of August at a glance: Business Inquiry Highlights: In the month of August, 7 businesses requested information on starting or relocating their business to Temecula. They received a business packet, which includes a copy of the City of Temecula demographics, relocation, housing, rentals, maps, organizations, etc. Board of Directors Highlights: The Board of Directors held a discussion on the LEAPS PROGRAM/Lake Elsinore Advanced Pump Station. The TVCC board supports efforts to increase power generation through projects such as the LEAPS project, which produces efficient, non-polluting energy. We strongly feel a project of this type will not only benefit the entire region through the generation of additional power, but also will improve the economic viability and enhance the quality of life in our region by creating additional jobs to support the project. Committee Highlights: Tourism & Visitors Council: The September Tourism Council meeting will be held at Roda Viva Brazilian Steak House on September 4, 2003. At this meeting we will be focusing on creating a subcommittee to gather tourism based data. The Convention & Visitors Bureau subcommittee has finalized the TVCVB mission statement. Currently we are working on the TVCVB Goals before writing a Strategic Business Plan. On upcoming events: The Pacific Bantam Austin Club will be having their 3St"Annual Show and Trophy Meet in Temecula on October 23-25, 2003. We will be providing the club with 35 tourism information packets for their members who will be guests at Embassy Suites Hotel Wine Country. · Business Resource Guide & Membership Directory: Staff has met with PPG to begin the process of printing the 2004 guide. Education Committee: The committee will present the outline for the Stand Up For Your Community presentation to local service organizations for support. The Education Committee has received several donations for the School Employee Recognition Program. The received certificates will be presented to the staff at each facility during their monthly staff meeting. The Temecula Valley Unified School District Assessment Teacher will make a presentation at the September 11, 2003 meeting giving a review of the AYP and APl scores. 26790 Ynez Court · lTemecula, CA 92591 Phone: (909) 676-5090 · Fax: (909) 694-0201 www.temecula.org · e-maih info@temecula,org Ways & Means Committee: The 12~h Annual Monte Carlo Extravaganza will take place Wednesday, September 17th from 5:30-8:30pm at Wilson Creek Winery. The event is sponsored by Paradise Chevrolet Cadillac & Accountemps/OfficeTeam. Two lucky winners will win a $1000 or $500 cash prize sponsored by Toyota of Temecula Valley. Attendees will have the opportunity to participate in casino style gaming, satellite horse wagering and sample food from local eateries. The Committee is currently planning a Legislative Summit; Mining California's Gold: A Business Dialog With Our Legislators on September 25, 2003 from 8:00am-2:00pm at Pechanga Resort & Casino. The event will feature Fred L. Main, Vice President and General Counsel of the California Chamber of Commerce and Jack Stewart, President of the California Manufacturers & Technology Association. The Summit will also include four breakout sessions on the following topics: Budget/Taxation, Education, Utilities/Transportation, Workers' Compensation. The speakers for the breakout sessions include: Senator Battin, Senator Ducheny, Assemblymember Benoit, Assemblymember Bogh, Assemblymember Kehoe and Assemblymember Richman. Reservations are currently being accepted. The cost to attend is $50 and includes a continental Breakfast and Lunch. Local Business Promotions Committee: The sponsor for the November Shop Temecula First Campaign will be Callaway Coastal and The Press Enterprise. We currently have 42 participants for the fall campaign. The goal is 75. The Committee is working on the Business Resource DVD titled, Succeeding in Temecula. The DVD will feature business owners and executives in the area as well as business guidance from Al Jaszcar of the Inland Empire Small Business th Development Center. A master copy should be completed by October 15 for viewing at the Business Showcase. The new sponsor for the Business of the month will be My 94.5 Radio Station. The Businesses of the Month for September selected by the Ways & Means committee are Accountemps/OfficeTeam and Hopkins & Associates, Inc. MoneyTree Home Loans was awarded the Chamber Spotlight, and Events by Annette is the Mystery Shopper winner for the month of September. Government Action Committee: The TVCC staff is organizing a City Council Candidates Forum scheduled for Tuesday, October 21,2003 at City Hall. Letters will be sent regarding Workers Compensation and Health Care Mandates. The committee will also approve the Advocacy Policy and Process Guide at next months meeting. Membership Committee: 200 members attended the August mixer hosted by Kuebler, Prudhomme & Co., Strachota Ins. and Medical Practice Management. Officer Frost, Sgt. Wait and the City Corp facilitated the August Ambassador Networking Breakfast at the Embassy Suites Hotel/Temecula Valley Wine Country. Membership discount cards and member discount listings were inserted in the monthly newsletter Temecula Today and will be mailed to all members this month. We attended eight ribbon cuttings and had thirty-five new members registered the month of August. · Tourism Highlights (Bulk brochure distributors) Activity Report: · 800 visitors requests were processed from the City of Temecula's Westway's advertising marketing piece. · 40 Visitor Guides to Sarah McNaster for out of town guests. · 50 Visitor Guides to the Riverside Visitors Bureau to distribute to people visiting the area. · 40 City Tri-fold Brochures to Mathew Keller at the VA Medical Center for distribution. · 25 Visitor Guides and 50 City Tri-Fold Brochures for distribution at the Weekend Visitor Center. · 35 Visitor Guides and 150 City Tri-Fold Brochures to Sharon Burden with Coldwell Banker and Associates for distribution to clients. · 35 Visitor Guides, 35 Winery Brochures and 35 Tourism Maps to Cindi Beaudet with Soroptimist of Tri-Valley to be distributed at the Fall District Meeting at Embassy Suites. · 25 Visitor Guides, 25 Winery Brochures and 25 Tourism Maps to Linda Laone with the Riviera Beach & Spa Resort for distribution to visitors. · 20 City Tri-Fold Brochures and 20 Tourism Maps to Sheila Paderes with Morning Ridge Apartments to put in move-in packets. Activity Report: Tourism calls for the month of August- 1,883 Phone calls for the month of August - 3,130 Walk-ins for the month of August - 1,871 Web Page User Sessions for the month of August - 6,234 Website Tourism Survey - "How did you hear about Temecula" - 282 responses were received: · Article- 1% · Friend-38% · Link- 5% · Magazine - 4% · Other-33% · Radio-2% · Search - 11% · TV - 6% Also, attached are the meeting minutes for the Tourism and Visitors Council, Education, Local Business Promotions, Government Action, Membership and Marketing and Ways & Means committee. If you have any questions regarding this information, please call me at (909) 676-5090. Thank you. Sincerel~ / PresidentJCEO cc: Mayor Jeff Stone Councilman Jeff Comerchero Councilman Sam Pratt Jim O'Grady, Assistant City Manager Gloria Wolnick, Marketing Coordinator Mayor Pro Tem Mike Naggar Councilman Ron Roberts Shawn Nelson, City Manager Gary Thornhill. Deputy City Manager TVCC Board of Directors Temecula Valley Chamber of Commerce Monthly Activity Report August 2003 PHONE CALLS TOURISM Tourism Referrals Calendar of Events Special Events General Information TOTAL TOURISM CALLS Relocation Demographics Chamber Miscellaneous TOTAL PHONE CALLS WALK-INS Tourism Calendar of Events Special Events General Information Relocation Demographics Chamber Miscellaneous TOTAL WALK-INS MAILINGS Tourism Relocation Demographics TOTAL MAILINGS E-MAIL Tourism Relocation Miscellaneous TOTAL E-MAIL WEB PAGE USER SESSIONS GRAND TOTALS PHONE CALLS WALK-INS MAILINGS E-MAIL WEB PAGE USER SESSIONS Chamber Vis. Center Year-To-Date This Month This Month Total 268 111 102 1,402 1,883 184 154 774 135 3,130 152 96 70 729 167 118 431 108 1,871 1,072 76 81 1,229 110 120 497 727 6,234 97 121 218 This Month 3,130 1,871 1,229 727 6,234 2,055 1,081 1,228 9,734 14,098 1,419 937 6,841 2,097 25,392 2,736 1,013 614 7,832 1,290 866 3,832 1,989 20,172 3,347 796 699 4,842 814 764 2,109 3,687 28,216 Year-To~Date 25,392 20,172 4,842 3,687 28,216 Annual Volume Comparisons Chamber August 2002 Chamber August 2003 Percentage PHONE CALLS TOURISM Tourism Referrals 316 268 -15% Calendar of Events 130 111 -15% Special Events 145 102 -30% General Information 1,173 1,402 20% TOTAL TOURISM CALLS 1,764 1,883 7% Relocation 166 184 11% Demographics 87 154 77% Chamber 920 774 -16% Miscellaneous 339 135 -60% TOTAL PHONE CALLS 3,276 3,130 -4% WALK-INS Tourism 233 152 -35% Calendar of Events 127 96 -24% Special Events 51 70 37% General Information 1,035 729 -30% Relocation 212 167 -21% Demographics 106 118 11% Chamber 705 431 -39% Miscellaneous 326 108 -67% Visitor Center Walk-Ins 272 218 -20% TOTAL WALK-INS 3,067 2,089 -32% MAILINGS Tourism 138 1,072 677% Relocation 98 76 -22% Demographics 92 81 -12% TOTAL MAILINGS 328 1,229 275% E-MAIL Tourism 54 1 I0 104% Relocation 52 120 131% Miscellaneous 149 497 234% TOTAL E-MAIL 255 727 185% 5,183 6,329 WEBSITE USER SESSIONS * Chamber referrals reflect faxes, walk-ins and phone calls 22% September 11, 2003 Jim O'Grady City of Temecula PO Box 9033 Temecula, CA 92589-9033 RE: Activity Summary - August 2003 Business and Workforce Development Staff responded to the following 8 businesses and workforce development requests in August 2003: Date Lead Source Request Action Taken 8/5/03 In person Client seeking employment. Met with client and provided leads to employers and provided a tour of Workforce Development Center and resources. 8/15/03 Phone Client requested a copy of a Mailed to client. Business Resource Guide. 8/15/03 Email Referred by Al Jazscar, SBDC. Helped client determine target markets and provided Client is a graphic designer Ieads to various target businesses and to local /marketing consultant and networking opportunities. requested business development leads. 8/18/03 Phone Client requested Provided client with contacts to Southwest Healthcare healthcare/hospital demographics System (SHS) and to Riverside County Healthcare as part of Corona Hospital's needs Industry Council. Also faxed copy of SHS article on development, expansion plans & growth projections. 8/19/03 Email Client requested information on Provided copy of validation survey on transportation & transportation & logistics, logistics by the Riveriside County Manufacturing Industry Council. 8/22/03 Phone Client owns a company in Orange Referred client to Stevie Field, Economic Alliance, for County that provides relocation further follow-up. assistance to employees of relocating businesses. 8/22/03 Phone Client requested funding for start- Spoke with client and determined he had no business up business, plan yet. Referred client to A1Jazscar, SBDC, for business plan and funding assistance. 8/28/03 In person Client requested information on Provided client with administrative/filing requirements starting a landscaping business in to start business and referred client to Al Jazscar, SBDC, Temecula area. for business plan and funding information. Jim O'Grady City of Temecula Activity Summary- August 2003 Page 2 of 3 Conununit3, Outreach Staff and/or directors attended the following meetings/events to promote or support economic development/community outreach: · Murrieta-Temecula Group Meeting (8/1) United Way 2003 Great Neighbor Awards at Strom Stadium (8/1) · United Way 2003 Campaign Cabinet Meeting (8/4) · TVCC Partnership in Education Committee Meeting (8/4) · Temecula Valley Unified School District Board Meeting - annual presentation on TVCC Partnership in Education (8/5) · TVCC Legislative Summit Planning Committee Meeting (8/5 & 8/12& 8/20) · 1-15 IRP Technical Working Group Meeting (8/7) · Meeting with Diane Wirth, IETech Source (8/11) · Business Women's' Networking Meeting (8/12) · Lake Elsinore Chamber's EDC Luncheon (8/14) · Murrieta Chamber Annual Golf Tournament- worked as volunteer (8/22) · Workforce Development Center All-Staff Meeting (8/26) - Monthly WDC partner meeting. · EDC Quarterly Luncheon - Higher Education Facility (8/28) Business Retention Business Relations Committee Meeting (8/7) - See attached meeting minutes for discussion topics. Administration/Organization · EDC Transportation and Infrastructure Committee Meeting (8/14) - See attached meeting minutes for discussion topics. · EDC Education Committee Meeting (8/8) - See attached meeting minutes for discussion topics. · EDC Government Action Committee Meeting (8/19) - See attached meeting minutes for discussion topics. · EDC Board of Directors Meeting (8/21) - See attached meeting minutes for discussion topics. · Administration - Staff managed the daily operations of the EDC office; coordinated 5 monthly EDC committee meetings; hired and trained new part-time employee; coordinated quarterly luncheon; completed annual report for Business Relations Committee, managed EDC website updates; mailed over 400 save-the-date postcards for 2003 Legislative Summit; and distributed the following business development/community announcements: Jim O'Grady City of Temecula Activity Summary - August 2003 Page 3 of 3 Administration/Organization {continued } UCR Connect Links Event - "Intemet Marketing - A Radical New Way to Win Business" } Lake Elsinore EDC Luncheon } Plastics injection and Extrusion Training } Temecula Planning Commission Meeting (8/6 & 8/20) This concludes the activity summary for August 2003. Should you have questions or need further detail, please call me at 600-6064. Respectfully, Diane Sessions Executive Director DRAFT ECONOMIC DEVELOPMENT CORPORATION OF SOUTHWEST RIVERSIDE COUNTY BOARD OF DIRECTORS GENERAL MEETING MINUTES Thursday, August 21, 2003 - 8:00 a.m. Eastern Municipal Water District 2270 Trumble Road, Perris, CA DRAFT BOARD MEMBERS EDC STAFF MEMBERS AND GUESTS Ken Carlisle, Guidant Corporation Scott Crane, Southwest Healthcare Syst~n Dennis Frank, UC Riverside Extension Scott Hurst, Project Design Consultants, Inc. Keith Johnson, Mission Oaks National Bank Melanie Nieman, Eastern Municipal Water District Jim O'Grady, City of Temecula David Phares, D. L. Phares & Associates Al Sabsevitz, Verizon Joan Sparkman, Tcnnecula Valley Bank Roger Ziemer, Southern California Gas Company Diane Sessions Nancy Wagner Liz Yuzer Ron Sullivan Eastern Municipal Water District Dick Hall Eastern Municipal Water District Tony Pack Eastern Municipal Water District CALL TO ORDER · Board President Dennis Frank called the meeting to order at 8:05 a.m. and led introductions. He thanked Melanie Nieman, Tony Pack, Dick Hall and Ron Sullivan for hosting the board meeting at the Eastern Municipal Water District facility. AGENDA · Motion was made by Joan Sparkman, seconded by Jim O'Grady and carried unanimously to approve the agenda as presented MINUTES · The Board reviewed the minutes of the July 17, 2003 Board of Directors Meeting. Motion was made by Joan Sparkman, seconded by Keith Johnson and carded unanimously to approve the minutes of the July 17, 2003 Board of Directors Meeting as presented. FINANCIAL REPORT · The Board reviewed the July 31, 2003 Financial Report that showed total monthly revenues of $1,839, total expenses of $5,086 and total cash-in-bank of $75,469. Motion was made by Al Sabsevitz, seconded by Roger Ziemer and carded unanimously to approve the July 31, 2003 Financial Report as presented. NEW BUSINESS · Approve Change in Board Meeting Locations - Dennis Frank proposed that future board meetings be held at various locations. Motion was made by Joan Sparkman, seconded by Jim O'Grady and carded unanimously to hold board meetings at locations away from the Workforce Development Center once a quarter with the meeting date and time remaining consistent. Economic Development Corporation of Southwest Riverside County Board of Directors Meeting - August 21, 2003 Minutes - Page 2 of 2 Communications Committee Meeting - Diane Sessions proposed the formation of a Communications Committee that would direct the focus of the EDC on-line newsletter and website. Joan Sparkman, David Phares and Melanie Nieman volunteered to be on the committee. It was noted that Mike Doblado had previously volunteered to be on the Communications Committee. Diane Sessions would follow-up with Mr. Doblado. CONTINUING BUSINESS · Quarterly Lunch Update - Diane Sessions reported the next Quarterly Lunch would be held August 28 at 11:30 a.m. at Temecula Creek Inn. Representatives from Mt. San Jacinto Community College, University of California Riverside, California State University San Marcos and the City of Temecula would share plans of the proposed Higher Education Center in Temecula. · Legislative Summit Update - Ken Carlisle reported that planning continued on the Legislative Summit scheduled for September 25. Organizers were securing a luncheon keynote speaker and legislative participants. Mr. Carlisle announced that Jack Stewart, President of Califomia Manufacturing & Technology Association (CMTA), agreed to participate. · EDC Committee Updates Tabled · Utilities Updates Tabled OPEN DISCUSSION · EDC Administrative Update - The Board reviewed the July 2003 Activity Summary submitted by Diane Sessions. Ms. Sessions also announced that a support letter by the EDC Board of Directors was sent to Murrieta City Council on behalf of Southwest Healthcare System's development and expansion plans. · SWRC Economic Alliance Update - No report available. · City Updates - City of Lake Elsinore - Marlene Best distributed a city report outlining development activity in Lake Elsinore within the past year. She reported they were especially pleased about the new Costco shopping center at Dexter and Hwy 74. City ofMurrieta - No report available. City ofTemecula - Report tabled to allow for the EMWD brine line presentation. Chambers' Updates Tabled ADJOURNMENT At 8:25 a.m., motion was made by A1 Sabsevitz, seconded by Ken Carlisle and carried unanimously to adjourn the board meeting. Following the board meeting was a presentation and discussion of EMWD 's brine line, and tours of the Perris facility and Menifee desalter plant. Respectively submitted by: Elizabeth Yuzer Phil Oberhansley Recording Secretary Board Secretary DRAFT ECONOMIC DEVELOPMENT CORPORATION OF SOUTHWEST RIVERSIDE COUNTY BOARD OF DIRECTORS GENERAL MEETING MINUTES Thursday, August 21, 2003 - 8:00 a.m. Eastern Municipal Water District 2270 Trumble Road, Perris, CA DRAFT BOARD MEMBERS EDC STAFF MEMBERS AND GUESTS Ken Carlisle, Guidant Corporation Scott Crane, Southwest Healthcare System Dennis Frank, UC Riverside Extension Scott Hurst, Project Design Consultants, Inc. Keith Johnson, Mission Oaks National Bank Melanie Nieman, Eastern Municipal Water District Jim O'Grady, City of Temecula David Phares, D. L. Phares & Associates A1 Sabsevitz, Verizon Joan Sparkman, Temecula Valley Bank Roger Ziemer, Southern California Gas Company Diane Sessions Nancy Wagner Liz Yuzer Ron Sullivan Eastern Municipal Water District Dick Hall Eastern Municipal Water District Tony Pack Eastern Municipal Water District CALL TO ORDER · Board President Dennis Frank called the meeting to order at 8:05 a.m. and led introductions. He thanked Melanie Nieman, Tony Pack, Dick Hall and Ron Sullivan for hosting the board meeting at the Eastern Municipal Water District facility. AGENDA · Motion was made by Joan Sparkman, seconded by Jim O'Grady and carried unanimously to approve the agcnda as presented MINUTES · The Board reviewed the minutes of the July 17, 2003 Board of Directors Meeting. Motion was made by Joan Sparkman, seconded by Keith Johnson and carried unanimously to approve the minutes of the July 17, 2003 Board of Directors Meeting as presented. FINANCIAL REPORT · The Board reviewed the July 31, 2003 Financial Report that showed total monthly revenues of $1,839, total expenses of $5,086 and total cash-in-bank of $75,469. Motion was made by A1 Sabsevitz, seconded by Roger Ziemer and carded unanimously to approve the July 31, 2003 Financial Report as presented. NEW BUSINESS · Approve Change in Board Meeting Locations - Dennis Frank proposed that future board meetings be held at various locations. Motion was made by Joan Sparkman, seconded by Jim O'Grady and carried unanimously to hold board meetings at locations away from the Workforce Development Center once a quarter with the meeting date and time remaining consistent. Economic Development Corporation of Southwest Riverside County Board of Directors Meeting - August 21, 2003 Minutes - Page 2 of 2 Conununications Committee Meeting - Diane Sessions proposed the formation of a Communications Committee that would direct the focus of the EDC on-line newsletter and website. Joan Sparkman, David Phares and Melanie Nieman volunteered to be on the committee. It was noted that Mike Doblado had previously volunteered to be on the Communications Committee. Diane Sessions would follow-up with Mr. Doblado. CONTINUING BUSINESS · Quarterly Lunch Update - Diane Sessions reported the next Quarterly Lunch would be held August 28 at 11:30 a.m. at Temecula Creek Inn. Representatives fi.om Mt. San Jacinto Community College, University of California Riverside, California State University San Marcos and the City of Temecula would share plans of the proposed Higher Education Center in Temecula. · Legislative Summit Update - Ken Carlisle reported that planning continued on the Legislative Summit scheduled for September 25. Organizers were securing a luncheon keynote speaker and legislative participants. Mr. Carlisle announced that Jack Stewart, President of California Manufacturing & Technology Association (CMTA), agreed to participate. · EDC Committee Updates Tabled · Utilities Updates Tabled OPEN DISCUSSION EDC Administrative Update - The Board reviewed the July 2003 Activity Summary submitted by Diane Sessions. Ms. Sessions also announced that a support letter by the EDC Board of Directors was sent to Murfieta City Council on behalf of Southwest Healthcare System's development and expansion plans. · SWRC Economic Alliance Update - No report available. · City Updates - City of Lake Elsinore - Maflene Best distributed a city report outlining development activity in Lake Elsinore within the past year. She reported they were especially pleased about the new Costco shopping center at Dexter and Hwy 74. City ofMurrieta - No report available. City ofTemecula - Report tabled to allow for the EMWD brine line presentation. · Chambers' Updates Tabled ADJOURNMENT At 8:25 a.m., motion was made by Al Sabsevitz, seconded by Ken Carlisle and carried unanimously to adjourn the board meeting. Following the board meeting was a presentation and discussion of EMWD 's brine line, and tours of the Perris facility and Menifee desalter plant. Respectively submitted by: Elizabeth Yuzer Phil Oberhansley Recording Secretary Board Secretary ECONOMIC DEVELOPMENT CORPORATION OF SOUTHWEST RIVERSIDE COUNTY GOVERNMENT ACTION COMMITTEE MEETING Tuesday, August 19, 2003 - 9:00 a.m. Workforce Development Center 27447 Enterprise Circle West, Temecula, CA Committee Members Present: Jim Cauhape, EDC Volunteer Ken Carlisle, Guidant Corporation Greg Morrison, Elsinore Valley Municipal Water District Jim O'Grady, City of Temecula Diane Sessions, EDC Call To Order Committee Chair Ken Carlisle called the meeting to order at 9:05 a.m. Review of June 17~ 2003 Meeting Minutes Committee members reviewed and accepted the minutes of the June 17, 2003 meeting as presented. Discussion on Future Committee Meetings Committee members discussed the purpose of the EDC Government Action Committee and whether there lacked interest in the committee since there was an active joint chambers government group. Diane Sessions and Jim O'Grady both agreed the EDC committee was important to continue and could provide an EDC perspective to the joint chambers group. Greg Morrison reported on who attended the joint chambers' government action group and what issues were discussed. He further reported on policies and procures of how positions were taken. The Temecula Chamber Board was creating a policy on how / what recommendations would go before the board for further actions. There was a communication process in place when an issue was time-sensitive. It was suggested that an EDC representative attend the joint Chambers' monthly GAC meeting and bring back issues for discussion at the EDC GAC meeting. Mr. Carlisle and Mr. Morrison proposed the EDC GAC could act as a conduit between multiple action groups as an information clearinghouse and communication medium. The EDC could get opinions on certain issues fi.om key elected officials throughout the region, including private sectors such as transportation, utilities and school districts. With communication protocols in place, like positions fi.om each action group could be combined into one letter/statement from "Group XYZ" (all the players combined) and sent to legislators. Jim O'Grady suggested that Diane Sessions contact and introduce the EDC committee to local legislators and their field representatives. Mr. Carlisle suggested the EDC Committee host a mixer and invite other government action groups throughout the region. The purpose would be to learn who was involved and what commonalities existed between the groups. Mr. Morrison would ask the joint chambers' GAC if they would welcome the idea of a regional mixer. EDC Government Action Committee Meeting Minutes - August 19, 2003 Page 2 of 2 Discussion on Future Committee Meetings (continued) Reasons for holding a mixer: l. Identify who the players are in government issues that arc trying to impact regional legislation 2. What are the common focuses/goals 3. How to leverage resources among regional groups 4. What methods/mediums/special projects are individual groups using/doing to impact legislation 5. What issues are most important to each group Jim O'Grady suggested that EDC members with public agencies should be invited to speak on their involvement in legislative issues at the mixer. Adiourn The meeting adjourned at 10:00 a.m. Action Items: 1. Diane Sessions to contact Alice Sullivan: 1) To ask that an EDC representative sit on the joint chambers' GAC (Jim Cuahape offered to sit in on the meetings on behalf of the EDC.); and 2) To ask what her thoughts are on attending a regional GAC mixer. 2. Greg Morrison to raise the subject of a regional GAC mixer at the next joint chambers meeting. 3. Diane Sessions to contact local legislators, Board of Supervisors, City Councils, school districts and public agencies to make introductions to the EDC Government Action Committee. 4. Diane Sessions to contact regional public agencies for names of those involved in legislative issues on behalf of their respective agencies. ECONOMIC DEVELOPMENT CORPORATION OF SOUTHWEST RIVERSIDE COUNTY BUSINESS RELATIONS COMMITTEE MEETING Thursday, August 7, 2003 - 8:00 a.m. Workforce Development Center, Executive Board Room 27447 Enterprise Circle West, Temecula, CA Committee Members Present: Jim Cauhape, EDC Volunteer Start Hatter, Mirau, Edwards, Cannon, Ha~er & Lewin Keith Johnson, Mission Oaks National Bank Loft Moss, City of Murrieta Rex Oliver, Murrieta Chamber of Commerce Jim O'Grady, City of Temecula Diane Sessions, Economic Development Corporation Harry Shank, Southwest Community Bank Guests: Sergio D'Allessio, Quietstone Computer Solutions Julia Litaker, ProjectDesign consultants, Inc. Greg Prudhomme, Kuebler, Prudhomme & Company David Terry, Accountemps Liz Yuzer, Economic Development Corporation Call To Order · Chair Stan Hatter called the meeting to order at 8:05 a.m. Follow-up Action Reports · Bianchi International - Alva Diaz would follow up with Larry Deck, CFO, regarding sidewalk and training issues. · Waterstone - Rex Oliver reported the Rancho Water District's water control device was removed from the street and a new stop sign was installed. Diane Sessions reported that information about the EDC was provided. · Business Furniture Group - Diane Sessions reported that letters to brokers regarding alarm systems would be sent. Information about the EDC was provided to Rusty Buck. Company Contact Reports · There were no company contact reports. Annual Goal Report · Fiscal Year-End Totals: Diane Sessions announced the final tally of visits and phone interviews for fiscal year 2002-2003 were as follows: Goal: 27 visits @ 3 points each + 33 phone interviews @ 1 point each = 60 visits/calls G114 points YTD VISIT PHONE POINTS Goal 27 33 114 Actual 18 15 69 Variance - 9 -18 - 45 The 2002-2003 Annual Report also included a breakdown of retention visits/calls to Temecula and Murrieta companies, as well as the action/response report on requests for information or assistance. Business Relations Committee Meeting Minutes - August 7, 2003 Page 2 of 2 Annual Visit Awards: Stan Harter presented a certificate of appreciation to Rex Oliver for "Best Attendance", to City of MunSeta (Loft Moss, Rex Oliver and Rob Johnson) for "Best Business Retention Team", and to Jim O'Grady and Rex Oliver for "Most Visits". Survey Questionnaire · Stan Harter reported that he, Marlene Best, Lori Moss, Jim O'Grady, Dennis Frank and Diane Sessions met to discuss the survey and how it could better reflect the information needed by the cities. They also recommended the survey be more general. Business contact lists would be created to better reflect the companies the EDC seeks to reach for retention visits. Committee members would select their calls from the contact lists. New Committee Assignments · Harry Shank agreed to call on ProCraft; Jim O'Grady took Milgard; and Stan Harter will contact Inventek. Business Retention Resources · Diane Sessions made a presentation on business retention brochures and information available for handouts during visits. Members were encouraged to share those materials when on calls. Jim O'Grady suggested that a checklist be provided in the notebook listing the brochures enclosed in order to replenish the materials after a call. Rex Oliver suggested that a separate page be provided that lists helpful web sites of business resources. Open Discussion · EDC Board Update - Diane Sessions announced the August board meeting would be held August 21 at Eastern Municipal Water District in Pen-is. The next Quarterly Lunch would be August 28 at Temecula Creek Inn. Representatives of Mt. San Jacinto Community College, University of California Riverside, California State University San Marcos and the City of Temecula would share plans of the proposed Higher Education Center in Temecula. · Announcements - Rex Oliver announced that the Murrieta Chamber of Commerce Golf Tournament would be held Friday, August 22 at SCGA. Adiournment The meeting adjourned at 9:00 a.m. ECONOMIC DEVELOPMENT CORPORATION OF SOUTHWEST RIVERSIDE COUNTY EDUCATION COMMITTEE MEETING Thursday, August 8, 2003 - 10:00 a.m. Mission Oaks National Bank 41530 Enterprise Circle South, Suite 100, Temecula, CA Committee Members Present: Danielle Clark, Temecula Valley Unified School District Maryann Edwards, Temecula Valley Unified School District Dennis Frank, UC Riverside Extension Diane Sessions, Economic Development Corporation Call To Order Committee Chair Maryann Edwards called the meeting to order at 10:05 a.m. Approve June 13~ 2003 Meeting Minutes Motion made by Dennis Frank, seconded by Diane Sessions and carried unanimously to approve the July 11, 2003 meeting minutes as presented. Update on TVCC Legislative Summit Dennis Frank reported that securing legislative speakers for the Summit continued. Connell were on the list of potential speakers for the education break-out session. Jay Lasure and Kathleen Update on California Quality Education Model Commission Criteria Maryann Edwards reported the CQEMC was made up of 13 members through a statewide selection as follows: 7 appointees by the Governor, and 2 appointees each by the Senate Rules Committee, Speaker of Assembly and Superintendent of Public Instruction. The Governor's mandate for appointees included the selection of a currently active teacher, administrator and school board member, with 4 appointees to be filled at his discretion. Ms. Edwards reported the Senate Rules Committee Chair was Dan Burton, with Vice Chairs Ross Johnson (Irvine) and William Peter Knight (R-Palm Dale). Either Johnson or Knight could be a possible candidate for a local appointment. Ms. Edwards reported that Barbara Tooker would travel to Sacramento next week and would get the latest information on appointments. Discussion on Vocational Education Ms. Edwards reported the Temecula Valley Unified School District Board (TVUSD) would like to use the Partnership in Education (PIE) model for statewide approval. The PIE Committee recently made their annual review presentation to the TVUSD Board, which was highly praised. Danielle Clark reported on the student and business surveys conducted through PIE and how the survey data would be used for vocational education programs at the high schools. Survey results showed that businesses want Voc-Ed to continue in the high schools, with an emphasis on practical application of basic skills. TVUSD may consider revamping the Voc-Ed program to create a non-required curriculum from application to course completion toward graduation. EDC Education Committee Meeting Minutes - August 8, 2003 Page 2 of 2 The Committee agreed the survey should be rolled out to Murrieta Valley Unified School District and Lake Elsinore Unified School District. Also agreed was the survey should be expanded to include higher-education questions that would be share with local higher-education entities. Dennis Frank suggested: 1) holding a luncheon to roll out the PIE; and 2) inviting someone from PIRA to join PIE. Diane Sessions to contact Pam Migliozzi for P1RA referral. The Committee agreed to outreach to other school districts for a regional buy-in of the PIE concept and would recommend the EDC Board approve a mass mailing of business surveys to expand the current data on a regional level. Discussion on Joint Use Agreements Tabled until September 2003 meeting. Review Previous Action Items (May/June/July 2003) 1. Diane Sessions to inquire on education/business partnerships or programs with Lake Elsinore Valley and Murrieta Chambers of Commerce (similar to Temecula Chamber's Partnership in Education Committee) 2. Ron Krimper to provide list of existing education/business groups affiliated with MSdC. 3. Sonja Wilson to provide list of existing education/business groups affiliated with LEUSD 4. Diane Sessi~ns t~ pr~vide ~ist ~f existing educati~n/business gr~ups affiliated with M~USD. 5. Diane Sessions to provide list of existing education/business groups affiliated with TVUSD 6. Diane Sessions to contact Don Barrett to invite to sit on Committee (and to determine his role as legislative liaison for CSUSM). 7. Diane Sessions to contact Sheldon Lisker to determine his role as legislative liaison for UCR 8. Diane Sessions to contact Linda Wunderlich, Valley Business Journal and local newspapers for press release to advise of Barbara Tooker's appointment to the State Board of Education. 9. Committee to start recruitment of a local business leader from Southwest Riverside County to sit on the CQEM Commission. 10. Committee to strategize a campaign to educate the public on the severity of removing local control from school districts and placing control with multi-level commissions at the State level. Campaign to include placing "heat" on elected officials. 11. Barbara Tooker to obtain criteria information on CQEM Commission. 12. Dr. Giese to contact a Senate chairperson in higher-education to speak at the TVCC Legislative Summit. New Action Items (August 2003) 1. Diane Sessions to revise PIE business survey for EDC Education Committee to review. 2. Diane Sessions to email Para Migliozzi's contact information to Danielle Clark for a recommended PIRA representative. Adiourn The meeting adjourned at 11:25 a.m. ECONOMIC DEVELOPMENT CORPORATION OF SOUTHWEST RIVERSIDE COUNTY TRANSPORTATION & INFRASTRUCTURE COMMITTEE MEETING Thursday, August 14, 2003 - 8:00 a.m. Workforce Development Center, Executive Board Room 27447 Enterprise Circle West, Temecula, CA Committee Members Present: Dick Kurtz, CDM Group, Inc. David Phares, D.L. Phares & Associates Diane Sessions, Economic Development Corporation Roger Ziemer, Southern California Gas Co. Guests: Call To Order Committee Chair David Phares called the meeting to order at 8:10 a.m. and thanked all for attending. Review Meeting MInutes The Committee reviewed and accepted the July 10, 2003 meeting minutes as presented. Discussion on Riverside Transit Agency The Committee reviewed the RTA brochures on various bus routes within Southwest Riverside County. Discussion was held on the low frequency of bus trips and sparse routes within Southwest County. Diane Sessions reported that Anne Palentino, Director of Planning with RTA, confirmed there were a sufficient number of buses for public transportation and sufficient r/dership numbers. The reason for low frequency of bus trips and available routes was due to staffing costs to run them. Also the costs to market public transportation were high. Many buses were currently parked and not being used. It was reported this was a countywide issue, not just in Southwest County. The Committee agreed to invite Temecula Councilman Sam Pratt, a public transportation advocate, to a committee meeting to speak on the issue. The Committee further agreed to research ways the EDC could help with support of marketing and funding methods for the RTA. Legislative Summit The Committee discussed the upcoming Legislative Summit scheduled for September 25, 2003. Roger Ziemer provided an update of the summit purpose and potential speakers from Senate and Assembly Committees. David Phares recommended the Committee submit questions for the Legislative Summit relative to transportation and infrastructure. Suggested questions would be discussed at the September meeting. Committee Reports · CETAP - David Phares reported that CETAP (Community and Environmental Transportation Acceptability Process) was directly related to the Riverside County Integrated Plan (RCIP). The CETAP process would identify new highway routes and public transportation opportunities to help improve traffic flow within Riverside County and provide better access to jobs, homes and public facilities. EDC Transportation and Infrastructure Committee Meeting Minutes - August 10, 2003 Page 2 of 2 · IRP - Diane Sessions reported the IRP Technical Working Group (TWG) met yesterday in Murrieta to discuss implementation of strategies relative to the jobs/housing imbalance between Riverside and San Diego Counties. Currently the TWG is looking at short-range transportation strategies for San Diego and job development strategies for Western Riverside County. David Phares suggested the Committee review and discuss IRP strategies at the August committee meeting. · French Valley and March Air Cargo Facility - Tabled. · RCTC and RTA - Report provided above. · Transportation Logistics - No report. Previous Action Items 1. Sonia Wilson to inquire about employee shuttle service into Southwest Riverside County. (carried from May 2003 meeting.) 2. Bob Larsen to follow up on activities of Distribution Management Association of Southern California - Inland Empire. (carried from May 2003 meeting,) 3. Roger Ziemer to invite Bill Blankenship with the B1A to attend committee meetings. (carried from May 2003 meeting.) 4. Diane to create a roster of various Internet sites relevant to the Committee's focus. (carried from May 2003 meeting,) 5. Diane Sessions to email the Committee and other partners the CETAP meeting schedule. (carried from dune 2003 meeting,) New Action Items (August 2003): 1. Diane Sessions - Place on August agenda: a. Draft questions on transportation & infrastructure for Legislative Summit b. IRP update 2. Diane Sessions - Extend invitation to EDC Board to submit questions for Legislative Summit 3. Diane Sessions - Provide Committee with March JPA meeting schedule. 4. Diane Sessions - Contact Phil Rizzo and request a presentation for a future EDC TcOd Committee meeting. 5. Diane Sessions - Follow up with letter of support for "Tunnel to Orange County ". 6. Diane Sessions - Invite Temecula Councilman Sam Pratt to attend a committee meeting. Next Meetin~ Date Thursday, September 11, 2003 at 8:00 a.m. in the Workforce Development Center, 27447 Enterprise Circle West, Temecula. Adjourn The meeting adjoumed at 9:05 a.m. Oty d Mu~fieta O~nty d RJve~ 9,~vers/ ECONOMIC ALLIANCE TO: FROM: DATE: SUBJECT: Bradley J. Hudson Assistant County Executive Officer Riverside County EDA Lori Moss Assistant City Manager City of Murrieta Stevie Field Manager, Business Development September 11, 2003 Jim O'Grady Assistant City Manager City of Temecula Marlene Best Assistant City Manager City of Lake Elsinore SOUTHWEST RIVERSIDE COUNTY MONTHLY MARKETING UPDATE 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 A total of seven leads were generated during the month of August. Four of these leads were direct contacts to the Alliance via phone or web site response and three were as a result of the article in Expansion Management magazine. Cuttin~ Edqe Marketinq I am currently working with Cutting Edge Marketing on the following projects: Branding Campaign/Focus group Demographic Report CD Rom Business Resource Guide GISANebsite Our GIS and web site continue to attract many visitors. During the month of August we had 1168 visitors on our website and over 400 visitors on our GIS. I have received the web site update from Cutting Edge Marketing on CD and am currently reviewing it for any corrections and/or changes. As previously discussed we will be adding an additional link to the GIS, making it more visible on the front page as well as our most recent demographic data. We will also be adding additional links and more information on various pages. Handouts were provided at our last Alliance meeting that specifically identified all proposed changes and/or updates. If you need another copy of this handout, please contact me. Business Attraction Advisory Committee The Business Attraction Advisory Committee (BAAC), held a meeting on August 26th, with the purpose of a continued discussion on the branding campaign. At this meeting, concepts for various advedising campaigns were discussed, as was the new branding concept of"Southwest California". Jerry Rieger, of Cutting Edge Marketing, thought of this when looking at all of the feedback from the BAAC. Jerry also checked around the Internet for other uses of Southwest California and came up with only one. Southwest Airlines has a plane of the same name. The BAAC discussed this and all agreed that if the Alliance Partners and Council members accepted the idea, then Southwest California was the branding idea we have been searching for. I have heard from all Alliance Partners, and it is unanimous that they like the idea. I am still waiting for Partner feedback on the opinion of their respective Council members. Janet and Jerry are currently working on a proposal of a logo and marketing campaign to implement the new branding of our region. I have asked for a brief presentation of their ideas and group discussion from Cutting Edge at our next Alliance meeting on September 24th. Business Resource Guide The Business Resource Guide is almost ready to be transferred to Cutting Edge for format and graphics. Bridget has been working for the past few months on gathering each agencies updated information. This includes, state and federal agencies, Riverside County, partner cities and non-profit agencies to name a few. Once complete, this will be placed on the Alliance web site as an Acrobat file available for download. There will also be a link on the CD-Rom as well as hard copies (copies I have downloaded and bound, not professionally printed), available in my office for distribution. Broker Power Point Presentations I am almost finished with the broker power point presentation, which will be made to brokerage firms located outside of our region. I will send out letters and make phone calls to brokerage firms requesting approximately 10 minutes during their weekly sales meeting for a brief presentation. During this presentation, I will highlight "Southwest, California", our demographics, work force and web site/GIS along with a brief demonstration. Please forward me any thoughts you may have on this project or any contacts you feel would benefit from this presentation. Demographic Report The most recent demographic information for this past quarter has been released from Claritas and Data Quick. I should receive these reports within the next week. We will use this information on our web site and an updated demographic piece. Trade shows On behalf of the Alliance, I am planning to attend the following trade show: · CoreNet*(Corporate Office Real Estate Network) October 11th- 15th * Please note: The Alliance ia a Sapphire Sponsor for this show. Our sponsorship of the CoreNet Toronto show was transferred due to the shows cancellation (cancellation due to SARS travel waming). The Alliance will have signage and recognition throughout the event; is invited to special networking opportunities as a sponsor; have access to mailing lists as well as many other benefits. I will provide a full list of the benefits we received as well as pictures and copies of printed materials at our October 29~ Alliance meeting. Speakinq EnqaRements On behalf of the Alliance, I will be speaking at the following events: · Experience Unlimited Workshop- September 12th · Temecula Chamber of Commerce Round Table- October 3'~ "Taste of SWRC" Event I have started to work on various components for the Spring '04 "Taste of SWRC" event. Similar to the Spring '02 event, we will launch the event with a panel luncheon, however, as discussed, we will follow the luncheon with a business tour of SW RC via air-conditioned bus. We will close the day with dinner at the Temecula Creek Inn. Saturday will be a day of relaxation on the golf course, day spa or in wine country and Sunday our guests will check out. Bridget is rooking into activities with the chambers as well as various events that may be scheduled in SWRC such as baseball at The Storm, etc. I will have a list of proposed dates at our regular meeting on September 24m. On an ongoing basis, I attend the following meetings: TemeculaJMurrieta Group Business Relations Committee SWRC EDC Transportation and Infrastructure Committee Government Action Committee Business Attraction Advisory Group LE EDC 1-15-1 Partnership Meetings Economic Development meetings concerning the Southwest Riverside County region If you need any additional information or have any questions, please contact me at (909) 600-6066. Sincerely, Stevie Field Manager, BusinessDevelopment Copy: Belinda Graham John Viafora Robed Moran T~M~CuL^V^LL~Y FILM COUNCIL P~t Ma~ine~ Execu~ve Dir¢cto~ TEMECULA VALLEY FILM COUNCIL ACTIVITIES REPORT AUGUST 2003 Steve Phdps Co-Pr¢lgdcn ~ Elkn watkins Patty Si=ton ~ecretaryffre~'u~e~ OFFICERS & MEMBERS OF THE FILM COUNCIL: Pat Martinez, Executive Diroctor;'Sunny Thoma~ President; Ellen Watkins, Vice President; Helene Seoma, Secretary/Treasure; Eve Craig, Maggi Allen, Patty Slaton & Judi Staats Mem~o-~ Ev~ Craig Maggie Allen Judi Staa~ THE BUSINESS OF THE FILM COUNCIL: Priority items for the Film Council w/Il continue as follows: Monthly mailing of?Discover Temeeuta"flyer to producers~ directors and location scouts continue. Follow up with int~ested Filmmake~ who showed an intere~ in filming in Temecula, Thc Student Film Festival now has 06ztccn members (four m~rnlxws aw local educators).. The date has been set for February 27- 29, 2004. Wc are hoping that wc will b0 able to host the festival at the Temeku Theatre in palm Plaza, They seem vcry interested. We continue to work withSheri Davis of the lifland Bm-[h'm Film Commission to create workshops for the local Itigh S~hools, ,Pathways to Productions". E,mai! tvf¢@pe.ner * ~vww.tcra~culafilm.org 9-89-203 4:B3PM FROM P. 3 Activity Report for August Page 2 FILMING IN TEMECULA: Castlight Pictures produced a fiLm called "Gleam of Dawn' w~ich is a thriller feattr~ film. The film wa$ Shot on Calle Contento ina private home. Thc producer is David Robinson from Tcamecula. and be is 22 years old. The filming took two days and thc c-mw stayed in T~ at the Best Western. Robert Dairymale Productions was looldng ~ a location m shoot a commercial for Chrysler. They decfded on a location in P~ris, Thc film crew (which consisted of eight) stayed in Temccula~ Dcarhurst photography photographed the new 2004 Lexu~ at a.private home located near ff~e San~ Rosa Plateau. Phone calls continue to increase for filming 6fformation and the Film & Music Festival, © Enjoy Historic Old Town, Golf, Wine Country, Balloonin~ Shoppin§, Huseums and Special Events. Call or Visit Our Website f~ ~a Beautiful Temecula Brochure. 909-676-S090 · 888-TEblECULA www.cityoftemecula, or~ APPROVAL CITYATTORNEY DIRECTOROFFINANCE CITYMANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City ManagedCity~,0_~3t~l Debbie Ubnosk~T"Director of Planning September 23, 2003 Monthly Report The following are the recent highlights for the Planning Division of the Community Development Department in the month of August 2003. CURRENT PLANNING ACTIVITIES New Cases The Division received 4._.~8 new applications for administrative, other minor cases, and home occupations and 1--2 applications for public hearings during the month of August. The new public hearing cases are as follows: DEVELOPMENT PLAN CONDITIONAL USE PERMIT PARCEL MERGER LOT LINE ADJUSTMENT EXTENSION OF TIME Status of Maior Projects Recently Approved Projects Ridge Park Office Center - A Development Plan to construct, establish and operate three professional office buildings totaling 56,000 square feet. The subject site is located on the east side of Ridge Park Drive, south of Rancho California Road. A DRC meeting was held on June 19, 2003. This item was approved by the Planning Commission on August 20, 2003. Zevo Drive Condos - A Development Plan to construct 2 industrial condominium facilities totaling approximately 91,337 square feet on 3.5 acres located on the north side of Zevo Drive. The Planning Commission approved this item on July 16, 2003. R:\MONTHLY. R PT~2.003\08-2003 Report.doc Sigma Industrial Complex - A Development Plan to construct 6 detached industrial buildings totaling approximately 83,000 square feet on 5 acres located on the north side of Zevo Drive, submitted December 23, 2002. Staff took the project to Planning Commission on July 2, 2003 with a recommendation of continuance for redesign. Planning Commission concurred with staff that the project requires additional enhancements. The Planning Commission approved this item August 6, 2003. Remington Business Center - A Development Plan to design and construct a light industrial complex consisting of 11 buildings, built in two phases, totaling 127,162 square feet, on 8.9 acres. The project is located on the south side of Remington Avenue between Winchester and Diaz Roads in the Westside Business Center. The project was approved by Planning Commission on September 3, 2003. Rancho Pueblo Professional Center - A Development Plan to design and construct a mixed-use professional center with 6 buildings for medical office, restaurant, and other uses with a total of 110,197 square feet of floor area, on 14.5 acres. The project is located on the north side of Highway 79 South, east of Avenida de Missiones, and the future Rancho Pueblo Road. This project was approved by the Planning Commission on August 20, 2003. Bridgeport Map - A request to divide 14.48 acres into an 8 lot commercial subdivision, located on the north side of SR79 South east of Avenida de Missiones (east of the Rancho Community Church project). This project was approved by the Planning Commission on August 20, 2003. Temeeula Super Storage - A Conditional Use Permit to design, construct, and operate a mini- storage facility consisting of a single-story, 1,307 square foot office, three 1 -story buildings, and two 2-story buildings for a total of 109,177 square feet, on 3.9 acres. The project will be located on the north side of Highway 79 South, east of Avenida de Missiones, on the north side of the future Rancho Pueblo Road. This project was approved bythe Planning Commission August on 20, 2003 Toyota of Temecula Car Wash - An Administrative Development Plan application to construct and operate a 1,833 square foot private car wash facility at the rear of the existing service building located at 26631 Ynez Road. The application was submitted on June 19, 2003. A letter requesting additional information and revised plans were received on July 30, 2003. The plans have been deemed acceptable and the project received an administrative approval on September 10th. Linfield Christian School Master Plan - Submitted by Linfield Christian School; a Conditional Use Permit and a Planned Development Overlay proposal to expand the existing facility with 154,397 square feet of additional classroom and accessory structures and a proposed 37,500 square feet of housing for a superintendent, caretaker and facility. This project is located on the north side of Pauba Road west of Margarita Road (behind Temecula Valley High School). A DRC was held December 12, 2002, and a letter was sent out with staff comments. The applicant revised the documents on February 21, 2003. Planning Commission recommended City Council approve project on May 21,2003. The City Council approved this project on August 26, 2003. V.F.W Post 4089 Relocation- A Minor Conditional Use Permit to operate the V.F.W. Post 4089 in an existing building located at 28075 Diaz Road to include a canteen area with a Type 52 Liquor License. Ronald Brennan submitted the application on July 21,2003. The project was approved at the August 28, 2003, Director's Hearing. R?~vIONTH LY.R P'r~o03\08-2003 Repor[.doc 2 Projects Under Review Commercial Palmilla Plaza Medical Office Building - A Development Plan to construct a single-story speculative medical office building on a .72-acre site. Located at 29748 Rancho California Road within the existing Palmilla Plaza. The application was submitted on August 20, 2003. A DRC meeting has been scheduled for September 16, 2003. Paseo del Sol Pad "C" is an Administrative Development Plan to construct a 7,368 square foot commemial building on Pad "C" within the existing, 11.98 acres, Villages @ Paseo del Sol shopping center on the north side of Highway 79 South. Jim Grant, of Del Sol Investments, submitted the application on June11,2003. A DRC comment letter was sent August 23, 2003 and staff awaits a response from the applicant. Church of Jesus Christ of Later Day Saints - A Conditional Use Permit/Development Plan to construct, and operate a 24,119 square foot single story church located on the north side of Pauba Road, approximately 170 linear feet west of the centerline of Code Villoso. A DRC was held on February 13, 2003. A Community Meeting was subsequently held in the Council Chambers, on March 17, 2003. Staff noted a number of concerns, which were voiced by the neighbors, which were then summarily sent to each attendee. A revised traffic study was submitted on August 13, 2003 and a second community meeting was held on September 11, 2003. Planning Commission consideration will likely occur in November 2003. Baily's Front Street- A Conditional Use Permit/Development Plan to construct a 9,234 square foot restaurant on .35 acres located on the west side of Old Town Front Street and north of First Street; Walt Allen submitted this project on June 5, 2003. A DRC meeting was held on July7, 2003. The project has been scheduled for the September 18, 2003 Director's Hearing. Monkey Feet - A Minor Conditional Use Permit proposal to establish a computer network service and Internet access facility. The site is located at 27911 Jefferson Avenue, Suite 103. This project is scheduled for a Planning Commission Public Hearing on September 17, 2003. Overland Self Storage Facility - Conditional Use Permit to construct a 124,496 square foot, one story, self-storage mini warehousing facility on a two lot, 3.65-acres site, located south of Overland Drive and east of Commerce Center Drive. Future phase to include construction of a one-story 3,000 square foot office and caretaker's dwelling unit located at front of site. The applicant/owner has revised the architectural elevation plans for staff's review. Revised plans have been re-submitted and staff has continued to note discrepancies. A meeting with the applicant was held on August 14, 2003. As of September 12, 2003, the applicant has not resubmitted plans. Redhawk Car Wash - A Conditional Use Permit proposal to build a self-service car wash located approximately 500 feet west of Redhawk Parkway on the south side of Via Rio Temecula. The Planning Director approved this project on August 21,2003 and an appeal has been filed. The appeal is scheduled for the October 15th Planning Commission meeting. St. Catherine's expansion - A Conditional Use Permit and Development Plan to establish an educational/community meeting room, and construct a 2,301 square foot office addition and a 10,902 square foot classroom building on an 8.43-acre site located at 41875 C Street. Staff has scheduled the item for the September 17, 2003, Planning Commission meeting. R:'~vIONTHLY. R PT~.003\08-2003 Report.doc 3 Tentative Pamel Map 30849 - A request to subdivide 2.61 gross acres of commercially zoned property into 2 lots Jefferson Avenue between Overland & Winchester. The project was deemed incomplete on November 8, 2002. Revised plans were resubmitted on December 18, 2002. The applicant has been advised by Public Works that a parcel map with a waiver of the final map is highly recommended. However, the applicant has not yet decided. The applicant indicated that they would be withdrawing the application on August 17, 2003. Jefferson Avenue Inn - A revised Development Plan to construct, establish and operate a 3- story, 56-unit hotel complex totaling 31,600 square feet on a 1.35 acre site, located approximately 200 feet east of Jefferson Avenue and 200 feet north of Winchester Road. A DRC meeting was held on May 22, 2003. The applicant submitted revised plans on June 30th 2003. Affected Departments have provided comments to the applicant. Staff continues to await the submittal of all revised plans and materials. This application was heard bythe City Council on appeal and was remanded back to the Planning Commission for further revisions. Winchester Pavilion - A Development Plan to construct, operate and establish a 15,156 square foot commercial building on 1.15 acres, located at 41720 Winchester Road, west of Enterprise Circle South and east of Enterprise Circle West. The project was submitted on March 27, 2003. A DRC meeting was held on May 15, 2003 and plans need revisions. A DRC letter was mailed to the applicant on May 15, 2003. As of September 12, 2003, the applicant has not resubmitted plans. Roripaugh Town Center-A Development Plan to design and construct approximately 171,200 square feet of commercial development which include four major tenant buildings, six smaller freestanding buildings and inline shops on 20.2 acres. The project is located on the northeast corner of Nicholas Road and Winchester Road. Matthew Fagan Consulting Services submitted the application on July 24, 2003. This project was reviewed at DRC on August 28,2003 and staff awaits submittal for revised plans. Toyota of Temecula New Service Facility - A Development Plan to construct and operate a 5, 469 square foot service facility on 3.05 acres located on the east side of Motor Car Parkway, north of Solana Way. The application was submitted on July 14, 2003. A DRC meeting was held on August 14, 2003. Staff is awaiting submittal of revised plans. Vail MDC Tentative Parcel Map - A request to divide 7.56 acres into a 6 lot commercial subdivision, located on the south side of SR79 South, north of Wolf Store Road and west of Butterfield Stage Road. The application was submitted on June 30, 2003 and a DRC meeting was held on July 30, 2003. An Initial Study has been prepared to address potential impacts to archeological resources and the public review period will end on September 26, 2003. Staff is currently preparing a staff report and conditions of approval and has scheduled the applicant for the October 23, 2003 Director's Hearing Meeting. Temecula Highlands - A Development Plan to construct a 30,514 square foot office building on 1.4 acres located on the south side of County Center Drive, approximately 1,500 feet east of Ynez Road (APN 910-110-045). Mc Ardle Associates submitted the application for the Garrett Group of Temecula on August 13, 2003. A DRC meeting was held for the project on September 11, 2003 and the applicant is currently making revisions to the plans. Sushi Camp Patio Dining -An Administrative Development Plan to establish a 308 square foot outdoor dining area on existing hardscape to consist of steel chairs and tables and a 36" wrought iron fence at 32240 Highway 79 South, Suite 104. A DRC meeting is scheduled for September 16, 2003. R:'W1ONTH LY.R PT'~2003\08-2003 Report.doc 4 Margarita Meadows - An Administrative Development Plan to remodel the front facade of an existing building for retail use. The project is located at 40435 Winchester Road within the Margarita Meadows/Costco Commercial Center at the northwest corner of the intersection of Margarita Road and Winchester Road. The project Plans have been deemed to be acceptable and an approval letter and conditions of approval are currently being prepared for the project. Chaparral Center Addition - A Development Plan to construct a throe story 12,551 squaro foot commercial addition to the existing Chaparral Center on 0.45 acres located on the west side of Old Town Front Street, approximately 150 feet north of 6th Street (APN 922-026-022). Matthew Fagan Consulting Services, submitted the application for Michael McMillan of Temecula on August 25, 2003. The project is scheduled for a Pre-DRC meeting on September 16, 2003 a DRC meeting on September 25, 2003 and the Old Town Local Review Board on October 13, 2003. Landwerx/PC Gaming Arcade - A Minor Conditional Use Permit submitted by Landwerx/PC Gaming to operate an internet/arcade caf~ for entertainment of customers between the ages of 15-25 years of age. The arcade will be operated out of a business suite in a commercial center located at 27309 Jefferson Avenue, Suite 104. The project will be scheduled for Planning Commission on September 17, 2003. Industrial Roick/Regency Industrial Building is a Development Plan to construct an industrial building with four suites totaling 12,407 square foot on 1.87 acros on southwest corner of Roick Drive and Winchester Road. James E. Horeca, submitted the application for Regency, Inc, on July 1, 2003. A Pre-DRC meeting was held on July 22, 2003. A DRC meeting was held on July 31, 2003 with the applicant. Currently, Staff is awaiting submittal of revised plans. Enterprise Circle Business Park- A Development Plan to construct a 9,060 square foot office/warehouse building and an 8,898 square foot office/warehouse building on 1.87 acros located at the corner of Enterprise Circle South and Enterprise Circle West. Dean Davidson submitted the project on August 6, 2003. A DRC meeting was held on September 4, 2003. Staff is awaiting submittal of revised plans. Mixed Use Lago Bellagio - A Development Plan and Vesting Parcel Map to construct a 396-unit senior retirement facility building totaling 477,020 square feet, an 110,121 square foot office building and a 19,357 square foot clubhouse on 22.62 acres, located atthe corner of Pechanga Parkway and Loma Linda. A DRC meeting was held on May 22, 2003. A DRC letter was mailed out on May 27, 2003. As of July 8, 2003, the applicant had not resubmitted plans for review. Staff sent out a 30-day letter requesting exhibits. The applicant has responded to the 30-day letter and will be resubmitting plans by September 18, 2003. · Villages of Old Town - Staff has been meeting with the applicant regarding the new proposal, however, no formal submittal has been received. Queen Anne Victorian - A Conditional Use Permit and Development Plan to construct a 11,000 square feet mixed use building to include retail uses (Restaurant) on the ground floor and office uses on the second floor on 1.93 acres, located at the northeast corner of Old Town Front Street R :",M O N TH LY. R PT~?.003~08-2003 Report.doc 5 an Fourth Street. A DRC meeting was held scheduled for September 11, 2003 and staff is awaiting submittal for revised plans. Residential Griffin Communities at Roripaugh Ranch - Application for Product Review of 100 detached single-family residences, which will offer four floor plans in four architectural designs. The houses are located in Planning Area 4A along Murrieta Hot Springs Rd. Staff met with the applicant on July 25, 2003. The applicant submitted revisions on August 20, 2003. Staff is currently reviewing the revisions and will schedule for Planning Commission review after the revisions have been made to staff's satisfaction. Marchand Way Development Inc - A Tentative Tract Map for condominiums (Tract 31344), to subdivide a 3.42 acre parcel into 15 detached condominiums on the southeast corner of Rancho Vista and Ynez Rd. A Director's Hearing was held July 17, 2003 and a letter requesting revisions was sent out July 21,2003. Staff is awaiting submittal of revised plans. No change in status as of September 12, 2003. An application for a Tentative Tract Map 30990, a request to subdivide 3 existing lots totaling 40,349 square feet into 6 single-family lots, located on the west side of Pujol Street and north of First Street. The application was submitted on May 21, 2003 and a Pre-DRC meeting was scheduled for June 10, 2003. A DRC meeting was held on July 10, 2003. As of September 8, 2003 the applicant has not resubmitted plans. Ham Residence - A request for a Certificate of Compliance for the southern portion of lot 7 of TM 8211 located on Santiago Road east of Ynez Road, submitted by Tracy Ham. The application was submitted on February 12, 2003. A Development Review Committee was held March 13, 2003. A second DRC meeting was held on April 13, 2003. Staff is awaiting revised exhibits for the project. Staff has sent out a 30-day letter requesting revised exhibits. The applicant has not responded to the letter. The applicant resubmitted on September 11,2003 and staff is reviewing the exhibits. Harveston Tentative Tract Map No. 31267 - Residential Tract Map application to subdivide 5.6 acres into 62 single-family residential lots, 3 private driveway lots and 8 open space lots. The site is located on the south side of Harveston Drive east of Lake View Road. The application was submitted on April 23, 2003. A DRC meeting was held May 22, 2003. A letter was mailed out to the applicant on June 23, 2003, requesting revised exhibits. Revised exhibits were submitted on July 31,2003. Staff net with the applicants on September 10th to discuss concerns and staff is reconsidering some of its prior comments. A revised assessment will be prepared and mailed to the applicants within two weeks. Naron Pacific Tentative Tract Map 30434 - A proposal for a zone change from L-1 to L-2 on 31.93 acres and Tentative Tract Map to create 30 residential lots and 4 open space lots in the Chaparral area. The applicant has provided all materials, but is now proposing a PDO for the project. The CAC needs to make a recommendation on policy for the Chaparral Area prior to further action being taken on these applications. Quiet Meadows - A proposal to subdivide 4.57 acres into 7 residential lots with one open space lot; and a proposal to change the zoning designation from L-1 to L-2. This project was submitted on July 11, 2002. The project was deemed incomplete on August 9, 2002 and December 4, 2002. Revised plans were submitted on February 3, 2003 and routed to all departments for R :'~'vlO NTH LY. R PT~.003\08 -2003 Reporl.doc 6 conditions of approval. An Environmental Assessment has been completed. Based on the EA, no significant impacts have been identified. On August 12, 2003, the City Council referred the Zone Change request to the General Plan CAC for an advisory recommendation, and denied the tract map application without prejudice. Miscellaneous AT&T and Verizon Wireless - A Conditional Use Permit/Development Plan to construct, operate and establish an unmanned wireless communication facility consisting of up to 42' high "popsicle sticks" and a 8'x12' equipment area, located at the Rancho California Water District Water Reservoir Complex, east of Meadow Parkway. Staff has received phone calls from the surrounding residents expressing concerns about this proposal. The project is tentatively scheduled for October 15, 2003 Planning Commission Hearing with a denial recommendation. Safe Harbor Fellowship - A Minor Conditional Use Permit to operate a church in an existing industrial building located at 42327 Rio Nedo. Staff sent a letter outlining the various issues on July 15, 2003 and July 30, 2003. Staff is waiting for a response. No change in status as of September 15, 2003. Cingular Wireless - A Conditional Use Permit to construct, operate, establish and maintain a wireless telecommunications facility with 3 antennas housed within the bulb portion of the proposed 55-foot artificial mono-palm tree located at 31575 Enfield Lane, east of Riverton Lane and north of Humboldt Court. The project was deemed incomplete in February 5, 2003. An Environmental Assessment is required per CEQA. Staff has requested additional studies in order to complete the assessment. Staff is preparing an Initial Study and has sent a letter to the applicant requesting design revisions. Meadowview Golf Course - Conditional Use Permit and Development Plan to design and construct a public golf course and driving range within the Meadowview Community. The Focused EIR requires modification. The applicant has retained a new environmental consultant to complete the modifications. The submittal of the draft EIR by the applicant has been delayed due to biological study issues. It is now anticipated that the Draft EIR will be submitted to staff in mid to late September 2003. Roripaugh Ranch Private Recreation Facility - Located in planning area 5 of the Roripaugh Specific Plan, this recreation center includes an 8,000 square foot building, pool, spa, tennis courts and other noted facilities was submitted on February 13, 2003. The project is scheduled for DRC on September 18, 2003 to review access issues to the site with applicant. Verizon Mono-Palm Wireless Antenna - A Conditional Use Permit to construct, operate, establish and maintain a wireless telecommunications facility with 3 antennas housed within the palm fronds of the proposed 40-foot artificial palm tree. The site is located on the east side of Margarita Road just north of the Santa Gertrudis Creek Channel north of Winchester Road on the Rancho California Water District's well site. Verizon has changed processing agents and is working on the design of an alternative location. Verizon has changed their consultant for the third time, which has resulted in significant delays in the project. Wireless Telecommunication - A Conditional Use Permit for a 60-foot high monopine within the Rancho California Water District Headquarters facility. Staff has informed the applicant that the proposed monopine is not an acceptable design for the area. The applicant indicated alternative R:~vl ONTH LY. R PT\2003\08-2003 Report.doc 7 sites will not be feasible. Staff will be scheduling this project for the November 5, 2003Planning Commission with a recommendation for denial. Verizon Wireless Telecommunication Facility - A Minor Conditional Use Permit to co-locate three sector antennas on an existing 57 foot high monopine and the installation of four equipment cabinets, located at 41520 Margarita Road (954-020-005); submitted by AT&T Wireless. The project was deemed incomplete on May 7, 2002. A DRC meeting was held on May 23, 2002, and staff is awaiting re-submittal by applicant. As of July 8, 2003, staff has not received any new plans from the applicant. Staff has sent a letter to the applicant closing out the file. Sprint PCS Wireless Telecommunication Facility- A Conditional Use Permit for a 70-foot high flagpole at the Carl's Jr. located at the corner of Bedford Court and SR79 South. A letter was sent to the applicant on August 4, 2003 informing the applicant that the proposed 70-foot high flagpole is not likely to be an acceptable height. Staff met the applicant at the project location to review potential height and visibility solutions and is currently waiting for plans to be revised and resubmitted. General Telephone Company- A request for a Substantial Conformance determination for the relocation of rooftop air conditioning units to the ground behind the Verizon equipment building located at 41963 Moreno Road, south of Rancho California Road between Front Street and Interstate 15. Since the rooftop ducting would remain, the proposed project includes the addition of screening for the rooftop equipment. The application was received on July 22, 2003. On August 8, 2003 a letter was sent to the applicant rejecting their proposed metal screening of air conditioning ducting and advising of City policy for screening via parapets. Staff is currently awaiting for the applicant to submit new screening materials. Small Business Assistance · Mad Madeline's: New signs and exterior paint were approved for this Old Town restaurant at the August meeting of the Old Town Local Review Board. The Sagebrush Center: The sign program for this commercial complex has been delayed due to the addition of new tenants. Preliminary designs are currently under development are to be submitted to staff for review in September. La Tacqueria: Staff is working with the owners of the Old Town business on a revised plan for an exterior fa(;ade improvement that includes new awnings, paint and signs. A proposal from the contractor is to be submitted to the Old Town tourist retail core area. The sign contractor is working on new elevations that will be submitted to staff in September. The Firehouse Building: Preliminary paint and sign designs are being completed for this historical Old Town building. The sign contractor working on this project plans to submit a planning application for this project in September. Temecula Olive Oil Company: With the assistance of staff, new sign designs are being developed for this business that relocated in the Old Town Tourist Retail Core area. The sign contractor is working on new elevations that will be submitted to staff in September. Special Event Permits · Temecula Fall Car Show: This event will take place in Old Town Temecula on October 10th R:~VIONTH LY. RP'r",2003\08-2003 Report.doc 8 and 11th, 2003. An organizational meeting was held with City staff in August and the applicant has submitted a Special Event Permit for road closures to the Public Works Department. Special Proiects & Lon,q Ranqe Plannin,q 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: Comprehensive General Plan Update -The Community Advisory Committee and Staff have completed their review of all the Draft Element except circulation. The consultant is waiting for the county to complete the process of integrating its Land Use, Circulation and Open Space plans. The following amendment requests have been received; they will be addressed in more detail when the updated General Plan is considered. o A request to reduce the size of Via Industrial (Western Bypass Corridor) north of Avenida Alvarado has been submitted and has been on hold pending the approval of a revised Circulation Element. o South Margarita Road adjacent to the Santa Gertrudis channel, across the channel from Chaparral High School. The property owner is requesting a change from Public Institutional to Professional Office. o The southeast corner of Via Lobo and Nicolas Road, and properties along the northeast edge of Meadowview. The properly owner is requesting a change from Very Low Density Residential to a combination of Low Medium Density Residential and Open Space. o The southeast corner of Margarita Road and Solana Way. The property owner is requesting a change from Medium Residential to Professional Office. · Hillside Development Policy - The policies are being examined for integration into the draft- grading ordinance. This item is on hold pending additional staff resources. Procedures to Implement CEQA - Staff initiated project to develop local guidelines and procedure manual for processing CEQA documents, including the adoption of local exemptions. The process will also conform to the new 2003 CEQA Guidelines, and will create new templates for standard CEQA forms. 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. 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. Updating of the Old Town Specific Plan - Staff has worked with the Old Town Local Review Board and prepared a list of changes and enhancements to the plan. These proposed changes are currently being organized into an updated SP document and will be presented to the Local Review Board at a meeting in September or October. R:~vIONTHLY. R PT~2.003\08-2003 Report.doc 9 · Staff has developed a draft ordinance to codify use restrictions and supplemental standards for "Cyber Cafes." This item has not yet been scheduled for public hearing. City - Project environmental reviews and permitting: o Overland Drive Extension - Staff reviewed 2nd submittal of the draft initial study / Mitigated Negative Declaration and has provided comments to Public Works. No resubmittal to date. o Old Town Southern Gateway Landscaping Project - Request from Public Works for Environmental Determination for this project. Previously prepared Negative Declaration may need to be modified because the project description has changed. Revised project description has not been submitted to Planning. o Paloma del Sol Supplemental EIR and Specific Plan Amendment 8.1. Amendment 8.1 has been revised and distributed for comments, which are due on August 22, 2003. Draft SEIR is scheduled to be submitted in September 2003. o Temecula Education Complex - The applicant has revised the Initial Study which recommends that a focused EIR be prepared. The Notice of Preparation has been issued o Winchester Road Widening Project - Request from Public Works for Environmental Determination to widen Winchester Road west of Jefferson. Staff is examining the impact of removing landscaping along both sides of Winchester Road between Jefferson and Enterprise Circle. Staff has received additional information from Public Works and has completed an Initial Study. Staff recommends a Negative Declaration be adopted. Public Works intends to take to City Council in early 2004. o Vail Ranch Elementary School Basketball Court Lighting Project- Staff has completed the Negative Declaration for this project and is preparing appropriate NEPA documents. This project has been placed on hold at the request of TCSD. Update of the Citywide Design Guidelines - The City Council awarded the contract on May 13, 2003. Staff and the Planning Commissions subcommittee & met on July 7, with city consultant. A Planning Commission workshop has been scheduled for September 3, 2003, to obtain the Planning Commission's input. General Plan Amendments PA02~0260 Valley Christian Fellowship -The Community Advisory Committee has reviewed the General Plan issues in the surrounding areas. Their recommendation was forwarded to City Council on June 24, 2003. The City Council directed staff to prepare a city initiated General Plan Amendment and Zone Change and a forwarded a recommendation to the Planning Commission. Staff is currently developing a Planned Development Overlay to address future development in this area. R:'~.IONTHLY. RPT~2003\08-2003 Report.doc 10