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HomeMy WebLinkAbout071106 CC Agenda In compliance with the Americans \!\lith Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk (951) 694-6444. Notification 48 hours prior to a meeting v.ill enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title II] AGENDA TEMECULA CITY COUNCIL A REGULAR MEETING CITY COUNCIL CHAMBERS 43200 BUSINESS PARK DRIVE JULY 11, 2006 -7:00 PM 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 pursuant to Government Code Section: 1. Conference with City Attorney and legal counsel pursuant to Government Code Section 54956.9(b)(1) with respect to one matter of potential litigation. With respect to such 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. Next in Order: Ordinance: 06-09 Resolution: 06-60 CALL TO ORDER: Mayor Ron Roberts Prelude Music: Great Oak Woodwind Ensemble Invocation: Pastor Treadway of Rancho Community Church Flag Salute: Council Member Comerchero ROLL CALL: Comerchero, Edwards, Naggar, Washington, Roberts PRESENTA TIONS/PROCLAMA TIONS Jazz Month Proclamation Worldwide Paceant Dav Proclamation 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 minute (5) time limit for individual speakers. CITY COUNCIL REPORTS Reports by the members of the City Council on matters not on the agenda will be made at this time. A total, not to exceed, ten (10) minutes will be devoted to these reports. CONSENT CALENDAR NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the City Council request specific items be removed from the Consent Calendar for separate action. 1 Standard Ordinance and Resolution Adootion Procedure RECOMMENDATION: 1 .1 Motion to waive the reading of the text of all ordinances and resolutions included in the agenda. 2 Resolution aoorovinc List of Demands RECOMMENDATION: 2.1 Adopt a resolution entitled: 2 RESOLUTION NO. 06-_ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, CALIFORNIA, ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A 3 Citv Treasurer's Reoort as of Mav 31. 2006 RECOMMENDATION: 3.1 That the City Council receive and file the City Treasurer's Report as of May 31, 2006. 4 Grant of Easement to Rancho California Water District for the Installation of a Groundwater Monitorinc Well within Pala Communitv Park RECOMMENDATION: 4.1 Adopt a resolution entitled: RESOLUTION NO. 06-_ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A GRANT OF EASEMENT WHEREBY CITY GRANTS TO RANCHO CALIFORNIA WATER DISTRICT AN EASEMENT FOR RIGHT OF ACCESS TO A PROPOSED GROUNDWATER MONITORING WELL AT PALA COMMUNITY PARK 4.2 Direct City Clerk to forward the approved Grant of Easement to Rancho California Water District for their acceptance and recordation. 5 Aooroval of Citv/Countv Acreement for Imorovements to Butterfield Stace Road RECOMMENDATION: 5.1 Approve the City County Agreement for the Widening of and Improvements to Butterfield Stage Road and authorize the Mayor to execute the Agreement. 6 Aoorove a fourth amendment for olan review services and a new acreement for FY 2006/2007~ RECOMMENDATION: 6.1 Approve a fourth amendment to the agreement for Consulting Services with Esgil Corporation for Plan Check Services which includes an additional appropriation in the amount of $82,500 to complete Fiscal Year 2005/2006; 6.2 Approve an agreement for Consulting Services with Esgil Corporation to provide Plan Check Services for Fiscal Year 2006/2007 in the amount of $375,000. 3 7 General Maintenance Exoenditure with Quaid Temecula Harlev-Davidson RECOMMENDATION: 7.1 Approve the expenditure of $7,000 in FY 05/06 with Quaid Temecula Harley- Davidson for repair and maintenance of Police motorcycles; 7.2 Approve an annual expenditure of $35,000.00 plus a 10% contingency in FY 06/07 with Quaid Temecula Harley-Davidson for repair and maintenance of Police motorcycles. 8 Grant of Easement to Rancho California Water District for the Puroose of Correctina a Previouslv Recorded Easement located within Pala Communitv Park RECOMMENDATION: 8.1 Adopt a resolution entitled: RESOLUTION NO. 06-_ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A GRANT OF EASEMENT TO RANCHO CALIFORNIA WATER DISTRICT FOR THE PURPOSE OF CORRECTING A PREVIOUSLY RECORDED EASEMENT LOCATED WITHIN PALA COMMUNITY PARK 8.2 Direct City Clerk to forward the approved Grant of Easement to Rancho California Water District for their acceptance and recordation. 9 First Amendment to the Aareement with the Friends of the Children's Museum RECOMMENDATION: 9.1 Approve the First Amendment to the Agreement between the City of Temecula and the Friends of the Children's Museum for the operation of the Children's Museum gift shop; 9.2 Accept certain in-kind services as payment in full of the license fee obligation for the Gift Shop. TEMECULA COMMUNITY SERVICES DISTRICT MEETING CSD PUBLIC COMMENTS A total of 15 minutes is provided so members of the public may address the Board of Directors on items that are not listed on the agenda or on the Consent Calendar. Speakers are limited to two (2) minutes each. If you decide to speak to the Board of Directors on an item not on the agenda or on the Consent Calendar, a pink "Request to Speak" form should be filled out and filed with the City Clerk. 4 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. CSD CONSENT CALENDAR 10 Minutes RECOMMENDATION: 10.1 Approve the minutes of June 13, 2006; 10.2 Approve the minutes of June 27, 2006. 11 Amendment to Graohic Desian Aareement with Adkins Consultina RECOMMENDATION: 11 .1 Approve the third Amendment to the Agreement with Adkins Consulting in the amount of $9,525 for a total agreement amount of $34,425 for the design of a brochure for the 2007 Temecula Presents season. CSD GENERAL MANAGERS REPORT CSD BOARD OF DIRECTORS REPORTS CSD ADJOURNMENT TEMECULA REDEVELOPMENT AGENCY MEETING RDA PUBLIC COMMENTS A total of 15 minutes is provided so members of the public may address the Redevelopment Agency on items that are not listed on the agenda or on the Consent Calendar. Speakers are limited to two (2) minutes each. If you decide to speak to the Board of Directors on an item not on the agenda or on the Consent Calendar, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all other agenda items, a "Request to Speak" form must be filed with the City Clerk Prior to the Board of Directors addressing that item. There is a five (5) minute time limit 5 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. RDA CONSENT CALENDAR 12 Minutes RECOMMENDATION: 12.1 Approve the minutes of June 13, 2006; 12.2 Approve the minutes of June 27, 2006. RDA EXECUTIVE DIRECTORS REPORT RDA AGENCY MEMBERS REPORTS RDA ADJOURNMENT TPFA CONSENT CALENDAR 13 Minutes RECOMMENDATION: 13.1 Approve the minutes of May 23, 2006. 14 Conversion of Interest Rate on Outstandina Variable Rate Soecial Tax Bonds. and Issuance of Soecial Tax Refundina Bonds. for Communitv Facilities District No. 01-2 !Harvestonl RECOMMENDATION: 14.1 Adopt a resolution entitled: RESOLUTION NO. TPFA 06-_ A RESOLUTION OF THE BOARD OF DRIECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY OF THE CITY OF TEMECULA AUTHORIZING THE CONVERSION OF VARIABLE RATE BONDS TO FIXED RATE BONDS, AND THE ISSUANCE OF TWO SERIES OF SPECIAL TAX REFUNDING BONDS RELATED TO THE TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVESTON), APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS RECONVENE TEMECULA CITY COUNCIL 6 PUBLIC HEARING Any person may submit written comments to the City Council before a public hearing or may appear and be heard in support of or in opposition to the approval of the project(s) at the time of the hearing. If you challenge any of the project(s) in court, you may be limited to raising only those issues you or someone else raised at the public hearing or in written correspondence delivered to the City Clerk at, or prior to, the public hearing. 15 Aooeal of Plannina Commission Denial of Plannina Aoolication No. PA05-0314 for a Minor Conditional Use Permit and Public Convenience and Necessitv Findinas to Sell Alcohol within a 16.836 Sauare Foot Retail Facilitv (Rite Aid) to be located within the Rancho Temecula Town Center at the northeast corner of Winchester Road and Nicolas Road RECOMMENDATION: 15.1 Adopt a resolution entitled: RESOLUTION NO. 06-_ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DENYING PLANNING APPLICATION NO. PA05-0314, A MINOR CONDITIONAL USE PERMIT AND PUBLIC CONVENIENCE OR NECESSITY FINDINGS TO ALLOW FOR THE SALE OF BEER, WINE, AND DISTILLED SPIRITS (TYPE 21 LICENSE, OFF-SALE GENERAL) FROM AN APPROVED 16,836 SQUARE FOOT COMMERCIAL BUILDING TO BE LOCATED WITHIN THE RANCHO TEMECULA TOWN CENTER 15.2 Should the City Council wish to approve Planning Application No. PA05-0314, a Minor Conditional Use Permit and Public Convenience or Necessity Findings, the City Council should adopt a resolution entitled: RESOLUTION NO. 06-_ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA05-0314, A MINOR CONDITIONAL USE PERMIT AND PUBLIC CONVENIENCE OR NECESSITY FINDINGS TO ALLOW FOR THE SALE OF BEER, WINE, AND DISTILLED SPIRITS (TYPE 21 LICENSE, OFF-SALE GENERAL) FROM AN APPROVED 16,836 SQUARE FOOT COMMERCIAL BUILDING TO BE LOCATED WITHIN THE RANCHO TEMECULA TOWN CENTER COUNCIL BUSINESS CITY MANAGER REPORT CITY ATTORNEY REPORT ADJOURNMENT 7 Next regular meeting: Tuesday, July 25, 2006 at 5:30 P.M., for a Closed Session with regular session commencing at 7:00 P.M., in the City Council Chambers, 43200 Business Park Drive, Temecula, California. 8 PROCLAMA TIONS AND PRESENTATIONS The City of Temecula PROCLAMATION WHEREAS, the American Jazz Festival is celebrated every July in the City of Temecula; and WHEREAS, jazz music, with its roots deeply planted in Gospel and Blues, is one of the very few True American Art Forms; and WHEREAS, the American art form of jazz music is celebrated around the world for its intellectual study and practice of improvisation, cOlmter point, and syncopated rhythms in music; and WHEREAS, the City of Temecula has put its name on the roadmap of American Jazz Festivals that honors the history and importance of American Jazz Music as an art form; and NOW, THEREFORE, I, Ron Roberts, on behalf ofthe City COlmcil of the City of Temecula, hereby proclaim July, 2006, to be "Jazz Month" IN WITNESS WHEREOF, I have hereunto set my hand and caused the Seal ofthe City of Temecula to be affixed this lith day of July, 2006. Ron Roberts, Mayor Susan W. Jones, MMC, City Clerk The City of Temecula PROCLAMATION WHEREAS, the Worldwide Pageant is an international philanthropic organization dedicated to raising millions of dollars for charitable organizations arOlmd the world; and WHEREAS, the Worldwide Pageant has brought international recognition and commerce to the City of T emecula through its Worldwide Pageant Competition and the Taste of H.O.PE (Helping Other People is Empowering) flllldraiser; and WHEREAS, Worldwide Delegates provide service, education, and funding to the City of Temecula and its community service organizations; and WHEREAS, hlllldreds of thousands of people have been empowered by the Delegates of the Worldwide Pageant through their commllllity service projects; and NOW, THEREFORE, I, Ron Roberts, on behalf ofthe City COllllcil of the City of Temecula, hereby proclaim July 13, 2006 to be "Worldwide Pageant Day" and urge all citizens to join in honoring the Worldwide Pageant Delegates and their service to our commllllity IN WITNESS WHEREOF, I have hereunto set my hand and caused the Seal ofthe City of Temecula to be affixed this lith day of July, 2006. Ron Roberts, Mayor Susan W. Jones, MMC, City Clerk CONSENT CALENDAR I~-- . , II ITEM NO.1 II , II - . . . I I II II __. . I I~-- . , II ITEM NO.2 II , II - . . . I I II II __. . I Approvals City Attorney Director of Finance City Manager ~~ /JIL ~ CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Genie Roberts, Director of Finance DATE: July 11, 2006 SUBJECT: List of Demands PREPARED BY: Pascale Brown, Accounting Manager Reta Weston, Accounting Specialist Jada Yonker, Accounting Specialist RECOMMENDATION: That the City Council: 1. Adopt a resolution entitled: RESOLUTION NO. 06- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, CALIFORNIA, ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A BACKGROUND: All claims and demands are reported and summarized for review and approval by the City Council on a routine basis at each City Council meeting. The attached claims represent the paid claims and demands since the last City Council meeting. FISCAL IMPACT: All claims and demands were paid from appropriated funds or authorized resources of the City and have been recorded in accordance with the City's policies and procedures. ATTACHMENTS: Resolution and List of Demands RESOLUTION NO. 06- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA THE CITY COUNCil OF THE CITY OF TEMECUlA DOES HEREBY RESOLVE 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 reviewed by the City Manager's Office, and that the same are hereby allowed in the amount of $5,627,467.97. Section 2. The City Clerk shall certify the adoption of this resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 11 day of July , 2006. Ron Roberts, Mayor ATTEST: Susan W. Jones, MMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 06- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 11 day of July, 2006, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: Susan W. Jones, MMC City Clerk 'oF TEMECULA 1ST OF DEMANDS 06/22/2006 TOTAL CHECK RUN: $ 1,696,884.04 06/29/2006 TOTAL CHECK RUN: 3,267,849.74 06/22/2006 TOTAL PAYROLL RUN: 209,909.80 06/29/2006 TOTAL PAYROLL RUN: 452,824.39 TOTAL LIST OF DEMANDS FOR 07/11/06 COUNCIL MEETING: $ 5,627,467.97 DISBURSEMENTS BY FUND: CHECKS: 001 GENERAL FUND $ 664,602.49 140 COMMUNITY DEV BLOCK GRANT 4,773.00 165 RDA LOW/MOD - 20% SET ASIDE 28,104.27 190 TEMECULA COMMUNITY SERVICES DISTRICT 346,534.20 192 TCSD SERVICE LEVEL B 49,527.53 193 TCSD SERVICE LEVEL"C" LANDSCAPE/SLOPE 42,408.22 194 TCSD SERVICE LEVEL D 2,061,526.55 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 8,455.03 210 CAPITAL IMPROVEMENT PROJECTS FUND 1,640,624.23 280 REDEVELOPMENT AGENCY - CIP PROJECT 27,246.90 300 INSURANCE FUND 6,037.09 310 VEHICLES FUND 1,145.08 320 INFORMATION SYSTEMS 54,901.32 330 SUPPORT SERVICES 9,447.04 340 FACILITIES 7,873.13 380 RDA 2002 TABS DEBT SERVICE FUND 2,500.00 460 CFD 88-12 DEBT SERVICE FUND 2,998.70 473 CFD 03-1 CROWNE HILL DEBT SERVICE FUND 2,125.00 475 CFD03-3 WOLF CREEK DEBT SERVICE FUND 2,500.00 476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 1,375.00 477 CFD- RORIPAUGH 29.00 $ 4,964,733.78 001 GENERAL FUND $ 448,267.29 165 RDA LOW/MOD - 20% SET ASIDE 11,054.17 190 TEMECULA COMMUNITY SERVICES DISTRICT 136,961.28 192 TCSD SERVICE LEVEL B 272.55 193 TCSD SERVICE LEVEL"C" LANDSCAPE/SLOPE 6,583.21 194 TCSD SERVICE LEVEL D 1,531.42 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 741.17 210 CAPITAL IMPROVEMENT PROJECTS FUND 191.22 280 REDEVELOPMENT AGENCY - CIP PROJECT 5,1 79.40 300 INSURANCE FUND 2,271.47 320 INFORMATION SYSTEMS 32,005.63 330 SUPPORT SERVICES 5,239.94 340 FACILITIES 12,435.44 TOTAL BY FUND: $ 662,734.19 5,627,467.97 apChkLst Final Check List Page: 1 06/22/2006 12:25:41PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA Check # Date Vendor Description Amount Paid Check Total 702 06/22/2006 000283 INSTATAX (IRS) Federal Income Taxes Payment 49,166.97 49,166.97 703 06/22/2006 000444 INSTATAX (EDD) State Income Taxes Payment 14,110.00 14,110.00 108308 06/22/2006 004765 ACTIVE NETWORK INC, THE Refund:Fiona steines:Tumble Jungle 103.25 103.25 108309 06/22/2006 004064 ADELPHIA 6/11-7/10 high speed internet RR 46.95 6/15-7/14 high speed internet stn 92 46.95 93.90 108310 06/22/2006 008552 ADKINS DESIGN CONSULTING C.Museum brochure design & printing 3,762.36 Credit:Overbilled reimbursable expenses -12.77 3,749.59 108311 06/22/2006 009010 ALEXANDER PACIFIC Install new receptacle @ Theater 1,480.00 Install back step lamps@ Fire Stn 84 542.00 Repair vandalized meter pedestal 187.50 2,209.50 108312 06/22/2006 006915 ALLIE'S PARTY EQUIPMENT Equip rental: Painted Parasol 1,400.29 Equip Rental: Reagan Prk Dedication 457.64 Equip Rental: Egg Hunt-Reagan Prk 352.85 Equip Rental: Egg Hunt-Temeku Hills 352.85 Equip Rental: Western Days 313.50 2,877.13 108313 06/22/2006 010075 ALVAREZ, EUGENIA Refund: Picnic Shelter- Margarita 55.00 55.00 108314 06/22/2006 002187 ANIMAL FRIENDS OF THE May 06 Animal control services 12,500.00 12,500.00 VALLEYS 108315 06/22/2006 000101 APPLE ONE INC Temp help PPE 5/27 & 6/3 Gonzales 917.28 Temp help PPE 5/27 Kasparian 655.20 Temp help PPE 5/27 Palpallatoc 543.68 Temp help PPE 6/3 Kasparian 524.16 Temp help PPE 6/3 Palpallatoc 447.04 Temp help PPE 5/27 & 6/3 Jepsen 218.40 3,305.76 108316 06/22/2006 005335 ARTIST TOUCH STUDIO Theater Poster Framing 4,459.85 4,459.85 108317 06/22/2006 003203 ARTISTIC EMBROIDERY summer film/concert promo items 808.13 TCSD staff uniforms shirts/jackets 765.03 Finance Team Building shirts 614.18 2,187.34 108318 06/22/2006 002648 AUTO CLUB OF SOUTHERN Membership:K. Harrington 88552229 47.00 47.00 CALIF 108319 06/22/2006 007065 B & H PHOTO VIDEO INC Sony lamps & wireless projector 2,274.50 2,274.50 Page:1 apChklst Final Check List Page: 2 06/22/2006 12:25:41PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108320 06/22/2006 004967 B D R ADVERTISING 250 City Sandstone Coasters:Eco Dev 1,203.31 1,203.31 SPECIALTIES 108321 06/22/2006 004040 BIG FOOT GRAPHICS TCSD instructor earnings 511.88 TCSD instructor earnings 420.00 931.88 108322 06/22/2006 005889 BROWN, PASCALE Reimb: Team Bldg supplies 117.98 117.98 108323 06/22/2006 003138 CAL MAT PW patch truck materials 503.35 PW patch truck materials 362.67 PW patch truck materials 333.54 PW patch truck materials 330.80 PW patch truck materials 139.41 1,669.77 108324 06/22/2006 005321 CALIF ASSOC OF CODE Regist:CACEO Conf:10/4-6:SB/MC 590.00 590.00 108325 06/22/2006 009067 CALIF BANK & TRUST Rei Retention Esrw Edge Devel:T.Library 98,425.58 98,425.58 108326 06/22/2006 004248 CALIF DEPT OF JUSTICE- Fingerprinting 10 svcs:PolicelHR 3,608.00 ACCTING Apr 06 DUI Drug & Alcohol Screening 1,155.00 4,763.00 108327 06/22/2006 004566 CALIF DEPT OF TOXIC Hazardous Waste Manifest Fees:PW 15.00 15.00 SUBSTANCES 108328 06/22/2006 004228 CAMERON WELDING SUPPLY PW mntc crew welding supplies 508.17 508.17 108329 06/22/2006 002534 CATERERS CAFE Refreshments: Prevention Team Building 147.77 147.77 108330 06/22/2006 010071 CHADWICK, KATHLEEN Refund: Teen Summer Day Camp 205.00 205.00 108331 06/22/2006 000137 CHEVRON USA INC City vehicles fuel: Police Dept 1,864.04 1,864.04 108332 06/22/2006 001326 CHULA VISTA, CITY OF Regist: Liebert Cassidy Whitmore Sem. 1,600.00 1,600.00 108333 06/22/2006 005417 CINTAS FIRST AID & SAFETY First aid supplies: City Hall 75.41 75.41 108334 06/22/2006 005410 COLE, TOM Reimb:6/14 Team Bldg mileage 54.38 54.38 108335 06/22/2006 001193 COMP USA INC Computer supplies:HP OfficeJet 430.99 Computer Supplies: label writer 223.51 654.50 108336 06/22/2006 000442 COMPUTER ALERT SYSTEMS Install new alarm battery @ City Hall 88.05 Repair Smoke Detector: C.Museum 80.00 168.05 Page2 apChkLst Final Check List Page: 3 06/22/2006 12:25:41PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108337 06/22/2006 009978 CPR SAVERS & FIRST AID 15 CERT bags for Citizen Corps Team. 1,186.97 1,186.97 SUPPLY 108338 06/22/2006 006954 CRAFTSMEN PLUMBING & HVAC Install 2 handicap toilets:C.Museum 1,200.00 1,200.00 108339 06/22/2006 009825 DANS ROOFING Res Imp Prgm: Klein, R & V 7,500.00 Res Imp Prgm: Falzon, J & C 630.00 8,130.00 108340 06/22/2006 004222 DIAMONDBACK FIRE & RESCUE, Fire Stn 73 & 93 Amkus Service 1,053.11 1,053.11 INC 108341 06/22/2006 004438 DICK BLICK COMPANY INC Childrens Museum Denim Aprons 99.08 99.08 108342 06/22/2006 002701 DIVERSIFIED RISK May 06 special events premiums 2,115.45 2,115.45 108343 06/22/2006 004192 DOWNS COMMERCIAL FUELING Fuel for City vehicles: PW 1,580.78 INC Fuel for City vehicles: TCSD 1,434.25 Fuel for City vehicles: PW 627.50 Fuel for City vehicles: Bldg & Safety 468.43 Fuel for City vehicles:Code Enf/Police 393.04 Fuel for City vehicles: CIP 132.89 Fuel for City vehicles:Code Enforce 118.66 Fuel for City vehicles: TCSD 87.47 4,843.02 108344 06/22/2006 010073 DURHAM, DANIEL Refund: Security Despt- TCC 150.00 150.00 108345 06/22/2006 010072 DURISH, PATRICIA Refund: Tiny Tots- Fab 4 & 5's 16.00 16.00 108346 06/22/2006 007319 EAGLE ROAD SERVICE & TIRE New tires for PW mntc patch truck 1,575.92 INC Tire repairs for PW mntc backhoe 709.43 2,285.35 108347 06/22/2006 002390 EASTERN MUNICIPAL WATER 95366-02 Diego Dr Ldscp 499.69 499.69 DIST 108348 06/22/2006 007530 EASTMAN, WENDY M. TCSD instructor earnings 2,975.00 2,975.00 108349 06/22/2006 005880 EDGE DEVELOPMENT INC. May Prgss Pmt:Public Library 984,255.37 May retention:Public Library -98,425.58 885,829.79 108350 06/22/2006 002283 EMBASSY SUITES HOTEL Htl:CACEO Conf:10/4-6:S.BroVvTl 433.63 Htl:CACEO Conf:1014-6:M.Ching 433.63 867.26 108351 06/22/2006 010074 ESCOBAR, ALBA Refund: Security Depst/Rental-CRC 526.00 526.00 Page:3 apChklst Final Check List Page: 4 06/22/2006 12:25:41PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108352 06/22/2006 009798 FANENE-GASCON, DL YNN Refund: Special Event Insurance 169.52 169.52 108353 06/22/2006 000165 FEDERAL EXPRESS INC May 31- Jun 5 Express mail services 148.40 148.40 108354 06/22/2006 007623 FOLLOSCO, GRACE Refund: level 4/5 Swim lessons 45.00 45.00 108355 06/22/2006 002982 FRANCHISE TAX BOARD Support Payment Case # 452379267 75.00 75.00 108356 06/22/2006 010082 GARCIA, GRISSEL Refund: Security Depst- TCC 150.00 150.00 108357 06/22/2006 005947 GOLDEN STATE OVERNIGHT Express Mail Service:Fire Prevo 97.18 97.18 108358 06/22/2006 000520 H D L COREN & CONE INC Property Tax Consulting Svcs 6,244.29 6,244.29 108359 06/22/2006 009713 H 0 N COMPANY, THE Police mall storefront furniture 2,459.68 2,459.68 108360 06/22/2006 008906 HUG S, FFA Refund: Security Depst:Reagan Sprts Prk 150.00 150.00 108361 06/22/2006 005311 H20 CERTIFIED POOL WATER CRCfTES May pool svcs 1,700.00 1,700.00 SPCL. 108362 06/22/2006 000186 HANKS HARDWARE INC Hardware supplies: Theater 1,029.28 Hardware supplies: PW St. Mntc 581.40 Hardware supplies: Fire stn/Medics 324.95 Hardware supplies: Parks 233.39 Hardware supplies: Bldg & Safety 125.69 Hardware supplies: C.Museum 114.02 Hardware supplies:Fire Stn/Med. 82.37 Hardware supplies: T.Museum 50.25 Hardware supplies: Sr. Ctr 3.64 Hardware supplies: City Hall 3.07 2,548.06 108363 06/22/2006 001135 HEALTH POINTE MEDICAL Employee first aid care 72.25 72.25 GROUP INC 108364 06/22/2006 010044 HEALTHY MGT DIABETES Refund: Special Event Insurance 169.52 169.52 EDUCATION 108365 06/22/2006 001013 HINDERUTER DE LLAMAS & 2nd Qtr Sales Tax Consulting svcs 8,647.03 8,647.03 ASSOC 108366 06/22/2006 007792 HINTON, BEVERLY L. TCSD instructor earnings 123.20 123.20 Page:4 apChkLst Final Check List Page: 5 06/22/2006 12:25:41PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108367 06/22/2006 003198 HOME DEPOT, THE Trailer wI Double Doors: Police Dept 2,369.42 Hardware supplies: Parks 158.60 Hardware supplies: Parks 63.53 Hardware supplies: Parks 32.14 Hardware supplies: Parks 29.72 2,653.41 108368 06/22/2006 001517 HORIZON HEALTH June 06 EE Assistance Prgm 803.70 803.70 108369 06/22/2006 009979 I P INTEGRATION INC Video Surveillance Sys:Birdsall Sprt Prk 20,407.80 20,407.80 108370 06/22/2006 004406 IGOE & COMPANY INC June flex benefit plan pmt 308.25 308.25 108371 06/22/2006 009135 IMPACT MARKETING & DESIGN Theater staff shirts/jackets wllogo 1,725.62 INC Theater staff shirts/jackets wllogo 760.20 2,485.82 108372 06/22/2006 002726 INLAND EMPIRE BUSINESS 1 yr subscription: Eco Devel 24.00 24.00 JOURNAL 108373 06/22/2006 009693 INLAND VALLEY CLASSICAL Ticket sales:Cinderella:6/5-6 & 9-10 8,234.88 8,234.88 BALLET 108374 06/22/2006 001407 INTER VALLEY POOL SUPPLY Pool sanitizing chemicals 233.55 INC Pool sanitizing chemicals 187.22 420.77 108375 06/22/2006 009393 J M DIAZ INC Apr Design Svcs:Pechanga Prkwy Ph II 1,867.80 Apr design:Wolf Crk Sprts Cmplx 931.23 2,799.03 108376 06/22/2006 008358 JAGUSCH, M.D., CHRISTIAN R. AED Medical Direction for 17 units 464.10 464.10 108377 06/22/2006 002789 KIMCO STAFFING SERVICES INC Temp help PPE 5/28 & 6/4 Bagdasarian 510.40 Temp help PPE 5/28 Banda 127.60 638.00 108378 06/22/2006 008456 KITZEROW, CHERYL Reimb: 6/14 Team Bldg mileage 54.38 54.38 108379 06/22/2006 010008 KNAPP, DEBORA Refund: Cite 49209 review dismissal 325.00 325.00 108380 06/22/2006 001282 KNORR SYSTEMS INC TES pool equip: RaypaklBurner 2,201.68 2,201.68 108381 06/22/2006 007188 LAERDAL MEDICAL CORP. AED training books & supplies:Fire 877.24 877.24 108382 06/22/2006 006744 LAMAR CORPORATION, THE Jun Billboard Lease-Old Town 2,900.00 Jun Billboard Chgout-Old Tovvn 495.00 3,395.00 PageS apChklst Final Check List Page: 6 06/22/2006 12:25:41PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108383 06/22/2006 007436 LARICCIA, CYNTHIA Reimb:Mileage Plan Comm packet delivery 125.65 125.65 108384 06/22/2006 003280 LASKIN, JON JAY Theater Ticket sales:Tommy Cash 6/1 425.54 425.54 108385 06/22/2006 006422 LEE, STACY Refund: level 1 Swim lessons 45.00 45.00 108386 06/22/2006 004905 LIEBERT, CASSIDY & WHITMORE May 06 HR legal svcs for TE06G-#01 338.00 338.00 108387 06/22/2006 003726 LIFE ASSIST INC Paramedic Medical Supplies 2,490.35 2,490.35 108388 06/22/2006 006167 LINFIELD SCHOOL Refund: Security Depst: Reagan Spts Prk 150.00 150.00 108389 06/22/2006 009521 LIONEL'S VINYL'S laminate city seal for Police mall 304.93 304.93 108390 06/22/2006 003782 MAIN STREET SIGNS hardwarelsigns:Citywide sign 10,331.89 10,331.89 108391 06/22/2006 001967 MANPOWER TEMPORARY temp help w/e 06/04 Hoof/Dankworth 1,187.64 1,187.64 SERVICES 108392 06/22/2006 000220 MAURICE PRINTERS INC dsgn/printing:City newsletters 7,568.00 printing/High Country magazines:T.Mus. 2,782.11 10,350.11 108393 06/22/2006 000944 MCCAIN TRAFFIC SUPPLY INC traf.sgnl poleslhardware:R.C.Rd Medians 7,351.84 Traffic Signal Program Equip:PW 6,691.28 14,043.12 108394 06/22/2006 009541 MEYER AND ASSOCIATES May dsgn svcs:TCC Expansion 3,790.00 3,790.00 108395 06/22/2006 007210 MIDORI GARDENS Idscp repairs:Harveston lake Park 2,099.80 Irrigation repairs:Veterans Park 4/14/06 459.00 plant flowers Veterans/Sam Hicks Parks 268.80 update maint equip:V.R.Prk 240.00 Irrigation repairs:Veterans Park 4/14/06 210.70 3,278.30 108396 06/22/2006 008091 MILLMORE'S WAA CREW City vehicle detailing svcs:Code Enf 25.00 City vehicle detailing svcs:Code Enf 25.00 50.00 108397 06/22/2006 001384 MINUTEMAN PRESS business cards: E. Papp 43.37 43.37 108398 06/22/2006 001892 MOBILE MODULAR Jun modular bldg rental:Fire Stn 92 832.40 832.40 108399 06/22/2006 003135 MOORE WALLACE printing of gang citation cards:Police 1,085.70 1 ,085.70 Page:6 apChkLst Final Check List Page: 7 06/22/2006 12:25:41PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108400 06/22/2006 007096 MUSICIANS WORKSHOP Performance Showcase Thtr Settlement 275.87 275.87 108401 06/22/2006 002925 NAPA AUTO PARTS equip parts/supplies for PW Maint 726.01 City vehicle partslsupplies:Fire Stn 84 368.74 1,094.75 108402 06/22/2006 000727 NATIONAL FIRE PROTECTION mbrshp thru 8/31/07:S.Faris 2402378 135.00 135.00 ASSN 108403 06/22/2006 008820 NEIGHBORS NEWSPAPER Jun Street Painting Festival ad: RDA 250.00 250.00 108404 06/22/2006 002898 NIXON EGLI EQUIPMENT repair equip: PW Maint Div 3,036.69 3,036.69 COMPANY 108405 06/22/2006 002139 NORTH COUNTY TIMES May legal ntcs:C.C.lPW/Pln 894.30 894.30 108406 06/22/2006 009570 o C B REPROGRAPHICS Dup.Blueprints:Wolf Creek Fire station 3,011.07 dup.blueprints:E.S.Gardner Exhibit 192.56 dup.blueprints:79S Medians 47.41 3,251.04 108407 06/22/2006 010077 O'BRIEN, ELlANA refund:Parent N Me Swim Lessons 50.00 50.00 108408 06/22/2006 003382 O'GRADY, JAMES B. reimb:PACT Conf6/14/06 9.94 9.94 108409 06/22/2006 003964 OFFICE DEPOT BUSINESS SVS office supplies:Police OT Stn 532.09 532.09 DIV 108410 06/22/2006 002105 OLD TOWN TIRE & SERVICE City Vehicle RepairlMaint Svcs 1,519.29 City Vehicle Repair/Maint SVcs 568.27 City Vehicle Repair/Maint SVcs 57.89 City Vehicle Repair/Maint SVcs 34.27 2,179.72 108411 06/22/2006 009694 ONSTAGE MUSICALS Moll Flanders/Musical Series 6/3-4/06 5,815.68 5,815.68 108412 06/22/2006 001171 ORIENTAL TRADING COMPANY 4th of July supplies:TCSD 21.34 21.34 INC 108413 06/22/2006 002344 OSVOLD, HEIDA Computer Purchase Prgm 1,282.83 1,282.83 108414 06/22/2006 004934 P S MANAGEMENT INC High Hopes Prgm supplies 1,022.14 1,022.14 Page:? apChkLst Final Check List Page: 8 06/22/2006 12:25:41PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108415 06/22/2006 003955 PANE CONSULTING SERVICE '06 July 4th Extravaganza supplies 2,466.80 (PCS) '06 SMART Program T-Shirts 1,980.62 flat table covers w/logo:4th of July 1,459.30 credit:billing error inV# 1313 -9.62 5,897.10 108416 06/22/2006 004538 PAULEY EQUIPMENT COMPANY equipment repair:TCSD Maint. 409.30 409.30 108417 06/22/2006 003218 PELA May plan check svcs: Planning 13,505.00 May Idscp inspections:P.B. Sprts Cmplx 2,700.00 May irrig.inspections: P.B.Sprts Cmplx 270.00 16,475.00 108418 06/22/2006 000249 PETTY CASH Petty Cash Reimbursement 400.65 400.65 108419 06/22/2006 007484 PHILIPS MEDICAL SYSTEMS INC business prgm AED's:Paramedics 6,512.20 6,512.20 108420 06/22/2006 000253 POSTMASTER Express Mail & Postal Svcs 159.25 159.25 108421 06/22/2006 010070 PRECIADO, BENJAMIN refund:Sec.DepositlRoom Rental-CRC 971.00 971.00 108422 06/22/2006 007056 PREMIERE PACKAGING paper supplies for Central Services 1,365.40 1,365.40 INDUSTRIES 108423 06/22/2006 000254 PRESS ENTERPRISE COMPANY May recruitment ads:PlnfTCSD 4,191.99 INC May Cinco De Mayo/F.I.T. Ads:Tcsd 951.74 5,143.73 108424 06/22/2006 003493 PRO-CRAFT Res Imprv Prgm: Anderson, Alice 4,773.00 4,773.00 108425 06/22/2006 005075 PRUDENTIAL OVERALL SUPPLY May Uniform/Fir MtfTwl Rentals:City Facs 1,110.71 credit:charges not per contract/PW -6.16 1,104.55 108426 06/22/2006 009606 PUBLIC RESOURCE MGMT claims consulting services:Finance 10,800.00 10,800.00 GROUP LLC 108427 06/22/2006 000728 RAMSEY BACKFLOW & backflow repairsltesting:Medians/Prks 1,026.00 PLUMBING backflow repair/testing:var. slopes 732.00 1,758.00 108428 06/22/2006 000262 RANCHO CALIF WATER DISTRICT install water meters:Rdhwk medians 23,814.00 23,814.00 108429 06/22/2006 000262 RANCHO CALIF WATER DISTRICT Various Water Meters 16,860.24 Various Water Meters 217.30 Various Water Meters 64.98 17,142.52 Page:8 apChkLst Final Check List Page: 9 06/22/2006 12:25:41PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108430 06/22/2006 010080 REED, DOROTHY S. transportationfTeam Bldg 6/14/06 54.38 54.38 108431 06/22/2006 003591 RENES COMMERCIAL Citywide R-O-Ws Cleanup 15,000.00 15,000.00 MANAGEMENT 108432 06/22/2006 002110 RENTAL SERVICE equipment rental:PW Maint Diy 43.69 43.69 CORPORATION 108433 06/22/2006 004498 REPUBLIC ELECTRIC traffic sgnl maint call out 5/29/06 1,160.00 1,160.00 108434 06/22/2006 008928 RIGEL PRODUCTS & SERVICE maint supplies:PW Maint Diy 32.33 32.33 108435 06/22/2006 010084 RIVAS, MANUEL refund :sec.depositfTCC 150.00 150.00 108436 06/22/2006 000352 RIVERSIDE CO ASSESSOR Jun assessor maps: Bldg & Safety 108.00 108.00 108437 06/22/2006 000418 RIVERSIDE CO CLERK & Ntc/Determination:Tem .Civic Center 1,314.00 1,314.00 RECORDER 108438 06/22/2006 000418 RIVERSIDE CO CLERK & Feb-Mar copy/rcrding fees:PW/Pln/Fin 39.00 39.00 RECORDER 108439 06/22/2006 000271 ROBERT BEIN VVM FROST & Apr Prof Sycs:I-15/Sr79s Ult Intrchng 7,931.24 7,931.24 ASSOC 108440 06/22/2006 000815 ROWLEY, CATHY TCSD Instructor Earnings 280.00 TCSD Instructor Earnings 189.00 TCSD Instructor Earnings 56.00 525.00 108441 06/22/2006 006365 RUBIN, STEVEN P. TCSD Instructor Earnings 686.00 TCSD Instructor Earnings 392.00 TCSD Instructor Earnings 294.00 1,372.00 108442 06/22/2006 001309 RUSE, PHYLLIS reimb:SCANATOA Conf5/10/06 120.78 120.78 108443 06/22/2006 002226 RUSSO, MARY ANNE TCSD Instructor Earnings 822.50 TCSD Instructor Earnings 789.60 TCSD Instructor Earnings 644.00 TCSD Instructor Earnings 567.00 2,823.10 108444 06/22/2006 000277 S & S ARTS & CRAFTS INC '06 Summer Day Camp Supplies 847.26 class supplies:Tiny Tots Prgm 298.45 1,145.71 108445 06/22/2006 008765 SAN DIEGO AEROSPACE '06 SMART Prgm Excursion 6/28/06 155.00 155.00 MUSEUM Page:9 apChkLst Final Check List Page: 10 06/22/2006 12:25:41PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108446 06/22/2006 005227 SAN DIEGO COUNTY OF Support Payment Case # DF099118 25.00 25.00 108447 06/22/2006 009974 SAN DIEGO READER May Display Ads:Theater 1,088.00 1,088.00 108448 06/22/2006 000278 SAN DIEGO UNION TRIBUNE May recruitment ads:PlnfTCSD 2,681.50 2,681.50 108449 06/22/2006 009736 SEAWORTHY SMALL SHIPS INC. '06 S.M.A.R.T. Program Supplies 1,155.00 1,155.00 108450 06/22/2006 008349 SHEA HOMES refund:Trust Account 7000 7,287.74 7,287.74 108451 06/22/2006 004609 SHREDFORCE INC May doc. shredding svcs: Rcrds Mgmt 110.00 May doc.shredding svcs:P.D.O.T.Stn 24.00 134.00 108452 06/22/2006 010079 SIMPKINS, KATHY transportationfTeam Bldg 6/14/06 54.38 54.38 108453 06/22/2006 000645 SMART & FINAL INC recreation supplies: Teen Program 212.12 212.12 108454 06/22/2006 008927 SMEAL FIRE APPARATUS Fire engine chassis:Fire stn 95 131,744.00 131,744.00 COMPANY 108455 06/22/2006 000537 SO CALIF EDISON Jun 2-01-202-7330 various mtrs 49,354.45 Jun 2-01-202-7603 arterial st lights 18,321.44 May 2-00-397-5059 various mtrs 10,799.75 Jun 2-26-887-0789 various mtrs 1,425.07 May 2-19-999-9442 various mtrs 1,260.04 Jun 2-25-393-4681 TES Pool 815.85 Jun 2-27-560-0625 DeerhollowWay 130.84 82,107.44 108456 06/22/2006 001212 SO CALIF GAS COMPANY gas line installation:Tem.Library 970.39 970.39 108457 06/22/2006 000519 SOUTH COUNTY PEST CONTROL May Pest Control Svcs:City Facilities 451.00 INC pest control svcs:V.R.Pkwy/Nghthwk 84.00 pest control svcs:Willow Run 84.00 619.00 108458 06/22/2006 005786 SPRINT 4/15-5/14/06 cell phone usage/equip 7,893.57 7,893.57 108459 06/22/2006 004247 STERICYCLE INC May med.waste disposal svc:Paramedics 74.34 74.34 108460 06/22/2006 010068 SUGAPONG, EDWIN refund: 4th of July vendor 75.00 75.00 Page:10 apChkLst Final Check List Page: 11 06/22/2006 12:25:41PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108461 06/22/2006 009937 SUPPLY CACHE, THE fire shelters:Fire Explorers Prgm 739.80 739.80 108462 06/22/2006 009926 SURFACE AMERICA INC Playground surfacing materials:Parks 775.47 775.47 108463 06/22/2006 002224 SYNDISTAR INC public safety educ.materials:Fire Prev 1,792.80 1,792.80 108464 06/22/2006 009585 TEMECULA BASEBALL DIAMOND Field Renovation/CSF Award 2,500.00 2,500.00 CLUB 108465 06/22/2006 009761 TEMECULA VALLEY MASTER security deposit:Theater 500.00 500.00 CHORALE 108466 06/22/2006 000306 TEMECULA VALLEY PIPE & drain system materials:Marg. Park 2,329.23 2,329.23 SUPPLY 108467 06/22/2006 003067 TEMECULA VALLEY R V SERVICE repair/maint:Police Command RV 760.85 760.85 108468 06/22/2006 004875 TEMECULA VALLEY TIME TCSD Instructor Earnings 1,750.00 1,750.00 MACHINE 108469 06/22/2006 003849 TERRYBERRY COMPANY ee safe driver awards:H.R. 157.94 clean up/refurbish:service pin 60.83 218.77 108470 06/22/2006 010078 TILLMAN, BEAU refund:parking cite 43519 10.00 10.00 108471 06/22/2006 000978 TRAUMA INTERVENTION PRGM 4th Qtr Emerg. Response Vol. Prgm 2,442.00 2,442.00 INC 108472 06/22/2006 002702 US POSTAL SERVICE Postage meter deposit 5,132.03 5,132.03 108473 06/22/2006 007118 US TELPACIFIC CORPORATION Jun Internet IP Addresses Block 949.44 949.44 108474 06/22/2006 009501 U T P GROUP INC Theater Stagehand Help Ppe 06/09 1,422.01 1,422.01 108475 06/22/2006 008517 UNITED SITE SERVICES OF 5/25-6/21 fence rental:Main St Bridge 26.40 26.40 CA,INC 108476 06/22/2006 010083 URBANO, JOEL refund :sec.depositfTCC 150.00 150.00 108477 06/22/2006 009797 VAINER, RENATA TCSD Instructor Earnings 249.55 TCSD Instructor Earnings 96.60 346.15 Page:11 apChkLst Final Check List Page: 12 06/22/2006 12:25:41PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108478 06/22/2006 006807 VANIR CONSTRUCTION Apr Constr Mgmt Svcs:Roripaugh Fire Stn 15,502.86 15,502.86 108479 06/22/2006 004261 VERIZON Jun xxx-5072 general usage 4,847.53 Jun xxx-0073 general usage 220.05 Jun xxx-7562 irrigation controller 115.81 Jun xxx-5473 Moraga Rd 32.47 Jun xxx-391 0 1 st St Irrigation 31.66 Jun xxx-4723 Police Storefront 29.50 Jun xxx-8573 general usage 28.53 Jun xxx-3851 general usage 3.10 5,308.65 108480 06/22/2006 004848 VERIZON SELECT SERVICES INC Jun long distance phone svcs 1,410.14 1,410.14 108481 06/22/2006 001342 WAXIE SANITARY SUPPLY INC Custodial Supplies:C.H.fTCC/C.Mus. 265.93 265.93 108482 06/22/2006 005706 WESTERN PACIFIC SIGNAL LLC traf.sgnl ped.sgnlslpush buttons:PW 23,986.02 23,986.02 108483 06/22/2006 009378 WESTERN RIM CONTRACTORS May prgs pmt #8:Field Ops Ctr 1,881.00 INC ret w/h pmt #8:Field Ops Ctr -188.10 1,692.90 108484 06/22/2006 000621 WESTERN RIVERSIDE COUNCIL Gen.Assembly mtg: M.Edwards 6/29/06 75.00 75.00 OF 108485 06/22/2006 010081 WESTERN STATES POLICE & Police/Fire Games Corp.Cohen 6/23-25 190.00 190.00 FIRE 108486 06/22/2006 010069 WOLLARD, STEFFANY refund: Tiny Tots - Terrific 3's 64.00 64.00 108487 06/22/2006 005195 ZOOLOGICAL SOCIETY '06 Smr Day Camp Excursion 6/29/06 2,196.25 2,196.25 Grand total for UNION BANK OF CALIFORNIA: 1,696,884.04 Page:12 apChkLst 06/22/2006 12:25:41PM Final Check List CITY OF TEMECULA Page: 13 182 checks in this report. Grand Total All Checks: 1,696,884.04 Page:13 apChkLst Final Check List Page: 1 06/29/2006 1:32:44PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA Check # Date Vendor Description Amount Paid Check Total 704 06/29/2006 000444 INSTATAX (EDD) State Disability Ins Payment 20,291.39 20,291.39 705 06/29/2006 000283 INSTATAX (IRS) Federal Income Taxes Payment 79,690.22 79,690.22 706 06/29/2006 000246 PERS (EMPLOYEES' PERS ER Paid Member Contr Payment 110,275.39 110,275.39 RETIREMENT) 707 06/29/2006 000389 U S C M WEST (OBRA), OBRA - Project Retirement Payment 5,321.20 5,321.20 NATIONWIDE RETIREMENT 108488 06/29/2006 000434 ACCELA.COM Regist:'06 User Conf:8/21-24:E.Jones 625.00 Regist:'06 User Conf:8/21-24:S.Faris 625.00 1,250.00 108489 06/29/2006 004064 ADELPHIA 6/22-7/21 high speed internet MN 46.95 46.95 108490 06/29/2006 001281 ALHAMBRA GROUP Dog Park Idscp design:Margarita Prk 1,000.00 1,000.00 108491 06/29/2006 003821 ALLSTAR FIRE EQUIPMENT mobile hi air pressure cart: Stn 73 2,287.32 2,287.32 108492 06/29/2006 010075 ALVAREZ, EUGENIA Refund: Parent N Me Swim Lessons 40.00 40.00 108493 06/29/2006 000102 AMERICAN FENCE COMPANY Install temp fencing:Rdhwk dog prk 3,954.00 3,954.00 108494 06/29/2006 004240 AMERICAN FORENSIC NURSES Jun DUI Drug & Alcohol Screening 350.00 May DUI Drug & Alcohol Screening 245.00 Jun DUI Drug & Alcohol Screening 175.00 May DUI Drug & Alcohol Screening 105.00 875.00 108495 06/29/2006 008595 AMERICAN INTL GROUP INC Workers' Comp for June 2006 36,384.00 36,384.00 108496 06/29/2006 008279 AMERICOMP IN FOSYSTEMS INC Computer Supplies: Hard Drive 425.61 425.61 108497 06/29/2006 002480 ANIXTER INC Library phone system cable exchg 26.33 26.33 108498 06/29/2006 000101 APPLE ON E INC Temp help PPE 6/10 Kasparian 655.20 Temp help PPE 6/10 Gonzales 655.20 Temp help PPE 6/10 Palpallatoc 556.24 Temp help PPE 6/17 Palpallatoc 556.24 Temp help PPE 6/3 & 6/10 Thews 330.44 Temp help PPE 6/17 Kasparian 655.20 3,408.52 Page:1 apChkLst Final Check List Page: 2 06/29/2006 1:32:44PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108499 06/29/2006 001561 ARCH WIRELESS PWfTCSD pagers paging/rental svcs 262.34 262.34 108500 06/29/2006 008393 ARNOLD, KRYSTA Refund: Sci Adv Camp - TCC 166.00 166.00 108501 06/29/2006 001323 ARROWHEAD WATER INC Bottled wtr svcs @ CRC/Aquatics 116.51 Bottled vvtr svcs @ CRC/Aquatics 50.23 166.74 108502 06/29/2006 010091 BALL, VERONICA Refund: Security Depst- TCC 150.00 150.00 108503 06/29/2006 004176 BROADWING Jun Long distance & internet svcs 749.15 749.15 TELECOMMUNICATIONS 108504 06/29/2006 009971 C S N STORES Lockers for Police mall storefront 823.72 823.72 108505 06/29/2006 007040 CAFE BRAVO COFFEE ROASTING Refreshments: 4th of July VIP area 112.50 112.50 CO. 108506 06/29/2006 003138 CAL MAT PW patch truck materials 283.89 PW patch truck materials 252.21 PW patch truck materials 167.04 703.14 108507 06/29/2006 005384 CALIF BAGEL BAKERY & DELI Refreshments: Youth & Gov't Day 414.84 Refreshments: CM business mtg 253.21 Refreshments: Council closed session 199.34 867.39 108508 06/29/2006 008613 CALIF BANK & TRUST D.Barnhart-Rel Ret.Esrw2160075819 Wf Crk 12,656.00 12,656.00 108509 06/29/2006 010090 CALL, SHARON Refund: Level 3 Swim Lessons 40.00 40.00 108510 06/29/2006 004971 CANON FINANCIAL SERVICES, Jun copier lease:City Facilities 1,908.32 INC Jun copier lease: T. Museum/Frnt Rec. 203.58 Jun copier lease: CRC/Aquatics 178.86 Jun copier lease: Fire Stn 12 69.96 2,360.72 108511 06/29/2006 000387 CAREER TRACK SEMINARS Regist:Leadership Wrkshp:8117:Hazen 199.00 Regist:Leadership Wrkshp:8123:S.Brown 199.00 Regist:Leadership Wrkshp:8123:Papp 199.00 597.00 108512 06/29/2006 010101 CASA FOR RIVERSIDE CO. INC. FY 05/06 Comm. Svc Funding Prgm 6,050.00 6,050.00 108513 06/29/2006 001249 CENTRE FOR ORG Sprg Mgmt Academy:S.Faris/J.Ross 3,700.00 3,700.00 EFFECTIVENESS Page2 apChkLst Final Check List Page: 3 06/29/2006 1:32:44PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108514 06/29/2006 010092 CHEATUM, JAN Refund: Summer Day Camp 713-14 185.00 185.00 108515 06/29/2006 000137 CHEVRON USA INC City vehicles fuel:CM/Police 647.01 647.01 108516 06/29/2006 001139 CHIP MORTON PHOTOGRAPHY Brochures panorama photo shot 280.15 280.15 108517 06/29/2006 004405 COMMUNITY HEALTH CHARITIES Community Health Charities Payment 136.00 136.00 108518 06/29/2006 001193 COMP USA INC Computer supplies: 1GB Micro Cruzer 177.75 Computer supplies: USB 4 port 40.93 218.68 108519 06/29/2006 009905 COMPRISE TECHNOLOGIES INC Library Smart Access Mgr Software 13,929.50 13,929.50 108520 06/29/2006 000447 COMTRONIX OF HEMET Equip for new TCSD truck 06-135 1,145.08 1,145.08 108521 06/29/2006 001264 COSTCO WHOLESALE Misc. Office supplies for CAP team 599.40 Cowboy photo recep. supplies 185.55 784.95 108522 06/29/2006 003986 COZAD & FOX INC Apr design:Pechanga Prkway Ph II 10,210.00 10,210.00 108523 06/29/2006 006954 CRAFTSMEN PLUMBING & HVAC Sprts Prk Restroom plumbing repairs 85.00 85.00 108524 06/29/2006 009524 CREATIVE HANDS ART SCHOOL TCSD instructor earnings 630.00 TCSD instructor earnings 441.00 TCSD instructor earnings 252.00 1,323.00 108525 06/29/2006 010094 CRUMP, ROSALlMA Refund: Summer Day Camp 185.00 185.00 108526 06/29/2006 004123 D L PHARES & ASSOCIATES Jul Lease: Police Old Town Storefront 2,402.57 2,402.57 108527 06/29/2006 003945 DIAMOND ENVIRONMENTAL Portable restroom: Comm. Clean-up day 101.55 SRVCS Portable restroom: Lng Cnyn Prk 75.98 Portable restroom: Margarita Prk 59.02 Portable restroom: Veterans Prk 57.98 Portable restroom: Vail Ranch Prk 57.98 Portable restroom: Riverton Prk 57.98 410.49 108528 06/29/2006 008230 DOUGLAS E BARNHART INC Apr-May prgss:Wolf Crk Sprts Cmplx 253,126.00 Apr-May retention:WoIf Crk Sprts Cmplx -12,656.00 240,470.00 Page:3 apChkLst Final Check List Page: 4 06/29/2006 1:32:44PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108529 06/29/2006 004192 DOWNS COMMERCIAL FUELING Fuel for City vehicles:City Van/CIP 132.04 132.04 INC 108530 06/29/2006 001714 DREAM ENGINEERING INC Vail Ranch Bskball Light Design Prjt 975.00 975.00 108531 06/29/2006 009594 DULCHICELLA Entertainment: Street Painting Festival 600.00 600.00 108532 06/29/2006 001669 DUNN EDWARDS CORPORATION Supplies for graffiti removal 170.24 Supplies for graffiti removal 170.05 Supplies for graffiti removal 11.83 352.12 108533 06/29/2006 002528 EAGLE GRAPHIC CREATIONS EE engraved recognition glass mugs 17.24 17.24 INC 108534 06/29/2006 009807 ELLIOTT, MOTOMI Refund: Hawaiian-Tahitian Beginning 40.00 40.00 108535 06/29/2006 007611 EMPIRE PRODUCTIONS Refund: Security Depst - TCC 150.00 150.00 108537 06/29/2006 001056 EXCEL LANDSCAPE May Idscp impr: Crwne Hill 10,943.44 May Idscp impr: Ynez Medians 6,458.64 May Idscp impr:Redhawk Medians 4,030.31 May Idscp impr: Saddlewood 2,854.00 May Idscp impr: Solana 1,938.00 May Idscp impr: Saddlewood 1,935.00 May Idscp impr: Solana Way 1,884.50 May Idscp impr:Redhawk Medians 1,832.88 May Idscp impr: Vail Ranch 1,369.57 May Idscp impr: Corte Cantera 968.08 May Idscp impr: Presleys 966.95 May Idscp impr: Vintage Hills 910.86 May Idscp impr:City Hall/Old Tovvn 826.88 May Idscp impr: Trade Winds 627.42 May Idscp impr:Ynez/O\fflnd Medians 549.78 May Idscp impr: Pala/Hintergardt Prks 539.49 May Idscp impr:Sprts PrkNail 514.35 May Idscp impr: Barclay Estates 403.85 May Idscp impr: Calle Medusa 323.08 May Idscp impr:Jefferson Medians 306.87 May Idscp impr: R. Calif. Medians 288.00 May Idscp impr: Harveston/MdwView 248.15 40,720.10 108538 06/29/2006 000478 FAST SIGNS Old Town KIOSK signs 2,253.95 Old Town WI-FI Signs 654.04 4th of July Event Banners 296.42 FIT prgm banners chgs 65.87 3,270.28 Page:4 apChkLst Final Check List Page: 5 06/29/2006 1:32:44PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108539 06/29/2006 000165 FEDERAL EXPRESS INC Jun 7-13 Express mail services 349.23 349.23 108540 06/29/2006 000206 FEDEX KINKOS INC Stationery paper/mise supplies:Plan 197.44 197.44 108541 06/29/2006 003747 FINE ARTS NETWORK Adv. Ticket Sales: Kiss Me Kate 6/23-7/2 9,643.00 9,643.00 108542 06/29/2006 003347 FIRST BANKCARD CENTER 010102 HARBOR HOUSE RESTAURANT DU Refreshments: Plan Team Bldg 646.33 009087 WEBREGPRO DU RegistCCAPA Cf:10/22-25:Kitzerow 500.00 009087 WEBREGPRO DU RegistCCAPA Cf:10/22-25:Comte 465.00 009087 WEBREGPRO DU RegistCCAPA Cf:10/22-25:Damko 465.00 002283 EMBASSY SUITES HOTEL DU Htl:ICC Sprg Conf:5/21-24 176.26 000307 TEMECULA TROPHY COMPANY DU Blue Wave Award 81.62 007409 OLD TOWN DINING LLC DU Refreshments: Plan Comm Mtg 50.29 DU Bank charges 35.00 2,419.50 108543 06/29/2006 002982 FRANCHISE TAX BOARD Support Payment Case # 452379267 75.00 75.00 108544 06/29/2006 008416 FRONTBRIDGE TECHNOLOGIES May Citywide E-mail Spam Filtering 287.50 287.50 INC 108545 06/29/2006 009097 FULL COMPASS SYSTEMS Theater Audio Equipment 1,572.10 1,572.10 108546 06/29/2006 004514 G T S I CORP Mounting brackets for Fire vehicles 159.05 159.05 108547 06/29/2006 000177 GLENNIES OFFICE PRODUCTS Office Supplies: Comm. Svcs 350.93 350.93 INC 108548 06/29/2006 005947 GOLDEN STATE OVERNIGHT Express Mail Service:Fire Prevo 66.60 66.60 108549 06/29/2006 000711 GRAPHICS UNLIMITED Theater letterhead & envelopes 1,015.01 LITHOGRAPHY Theater mailing labels 391.13 Theater note cards 238.13 1,644.27 108550 06/29/2006 000186 HANKS HARDWARE INC Hardware supplies: Theater 322.50 Hardware supplies: Parks 139.84 Hardware supplies: T.Museum 42.33 Hardware supplies: TCC 4.85 509.52 PageS apChklst Final Check List Page: 6 06/29/2006 1:32:44PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108551 06/29/2006 006250 HAZ MAT TRANS INC Hazardous waste dispose svcs 5,000.00 5,000.00 108552 06/29/2006 010108 HERNANDEZ, GRACE Refund: Security Depst - MPSC 150.00 150.00 108553 06/29/2006 004811 HEWLETT PACKARD 113 -Library Computers & Software 97,708.77 115- Library monitors & wall mtn/secrty 32,328.05 2 - HP Computer notebooks 3,218.01 Council Computer Tablet Batteries 228.43 133,483.26 108554 06/29/2006 005748 HODSON, CHERYL A Support Payment 12.28 12.28 108555 06/29/2006 003198 HOME DEPOT, THE Hardware supplies: Park sites 100.00 Hardware supplies: Park sites 40.73 140.73 108556 06/29/2006 004833 IMPERIAL PAVING COMPANY INC Bike trail asphalt repairs 10,998.00 10,998.00 108557 06/29/2006 001407 INTER VALLEY POOL SUPPLY Pool sanitizing chemicals 571.29 INC Pool sanitizing chemicals 524.85 Pool sanitizing chemicals 272.40 1,368.54 108558 06/29/2006 010093 KENNEY, CHRISTOPHER Refund: Summer Day Camp 7/17-28 210.00 Refund: Summer Day Camp 7/31-8111 205.00 415.00 108559 06/29/2006 007861 KHAZAELI, JAVID, M. Entertainment: Street Painting Festival 600.00 600.00 108560 06/29/2006 002789 KIMCO STAFFING SERVICES INC Temp help PPE 6/18 Bagdasarian 638.00 Temp help PPE 6/11 Bagdasarian 638.00 Temp help PPE 6/18 Albalos 255.20 Temp help PPE 5/28 Bagdasarian 255.20 Temp help PPE 6/18 Pen sader 255.20 Temp help PPE 6/18 Wedeking 195.75 2,237.35 108561 06/29/2006 010040 KNIGHT, LLOYD & KAREN Temp storage during Pauba Rd Impr 375.00 375.00 108562 06/29/2006 003726 LIFE ASSIST INC Paramedic Medical Supplies 2,052.84 2,052.84 108563 06/29/2006 007998 LINGO INDUSTRIAL Pechanga Pkwy trffc signal poles 11,704.88 11,704.88 ELECTRONICS 108564 06/29/2006 008070 LOPEZ-WILLIAMS, LORENA Refund: level 2 Swim lessons 6/19-30 45.00 Refund: level 2 Swim lessons 7/3-14 40.00 85.00 Page:6 apChklst Final Check List Page: 7 06/29/2006 1:32:44PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108565 06/29/2006 006897 LORY, SUSAN, J. TCSD instructor earnings 630.00 TCSD instructor earnings 604.80 TCSD instructor earnings 600.60 TCSD instructor earnings 537.60 TCSD instructor earnings 504.00 TCSD instructor earnings SOD. 50 TCSD instructor earnings 491.40 TCSD instructor earnings 462.00 TCSD instructor earnings 446.40 TCSD instructor earnings 415.80 TCSD instructor earnings 411.60 TCSD instructor earnings 304.50 TCSD instructor earnings 294.00 TCSD instructor earnings 87.50 6,290.70 108566 06/29/2006 004141 MAINTEX INC custodial supplies:City Hall 50.63 50.63 108567 06/29/2006 004068 MANALlLI, AILEEN TCSD Instructor Earnings 84.00 TCSD Instructor Earnings 52.50 TCSD Instructor Earnings 50.75 TCSD Instructor Earnings 43.75 TCSD Instructor Earnings 24.50 TCSD Instructor Earnings 19.25 274.75 108568 06/29/2006 001967 MANPOWER TEMPORARY temp help w/e 06/11 Hoof/Dankworth 1,368.80 1,368.80 SERVICES 108569 06/29/2006 004307 MARINE BIOCHEMISTS Jun maint:Harveston lake/Duck Pond 4,855.00 4,855.00 108570 06/29/2006 002666 MASON & MASON REAL ESTATE Appraisal srvcs: Butterfield Stage Rd 22,000.00 22,000.00 108571 06/29/2006 010109 MAXWELL ENGINEERING refund:Summer Day Camp/Claire 200.00 refund:Summer Day Camp/Camille 195.00 395.00 108572 06/29/2006 006571 MELODY'S AD WORKS reimb expenses:Street Painting Festival 392.10 392.10 108573 06/29/2006 010059 MERIT MOVING SYSTEM freight/moving chrgs:lnt'1 Art Exhibit 565.00 565.00 108574 06/29/2006 009541 MEYER AND ASSOCIATES Jun TCC Expansion design 174.58 174.58 108575 06/29/2006 008091 MILLMORE'S WAX CREW City vehicle detailing svcs:PW Depts 125.00 125.00 108576 06/29/2006 001384 MINUTEMAN PRESS printing svcs:Planning 110.D7 110.07 Page:? apChkLst 06/29/2006 1:32:44PM Final Check List CITY OF TEMECULA Page: 8 Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 40.00 40.00 1,007.47 1,007.47 9,900.00 9,900.00 SOD. 00 500.00 2.74 2.74 44.95 44.95 7,884.00 7,884.00 11,657.50 11,657.50 2,268.20 726.95 2,995.15 1,627.05 -159.66 1,467.39 4,250.00 4,250.00 6.47 6.47 40.00 40.00 25.86 25.86 108577 06/29/2006 009802 MIRANDA, KACI refund:toddler swim lessons 108578 06/29/2006 003135 MOORE WALLACE parking/registr.citation form s: Police 108579 06/29/2006 006146 MT SAN JACINTO COMMUNITY training svcs:PW Engs/I.S. Dept 108580 06/29/2006 006146 MT SAN JACINTO COMMUNITY periormance:Street Painting Festival 108581 06/29/2006 006087 NATURE WATCH recreation supplies:T.Museum 108582 06/29/2006 000233 NELSON, SHAWN reimb Jun Intemet svcs 108583 06/29/2006 002037 NEXUS INTEGRATION SERVICES telephone system annual maint 108584 06/29/2006 008528 NICHOLS, MELBURG & ROSETTO May consulting:Civic Center Complex 108585 06/29/2006 002898 NIXON EGLI EQUIPMENT patch truck repair/maint: PVI/ COMPANY patch truck repair/maintPW 108586 06/29/2006 002139 NORTH COUNTY TIMES May cultural arts ads:Theater credit:overchrg on acct #43145 108587 06/29/2006 004401 NU VISION PRODUCTIONS Every 15 Min Prgm video production 108588 06/29/2006 009570 o C B REPROGRAPHICS dup.blueprints:79 South Medians 108589 06/29/2006 010098 ODOU, DIANE refund:level 4/5 swim lessons 108590 06/29/2006 006721 OFFICEMAX - A BOISE COMPANY office supplies:Finance 108591 06/29/2006 002105 OLD TOWN TIRE & SERVICE City Vehicle RepairlMaint Svcs City Vehicle Repair/Maint SVcs City Vehicle Repair/Maint SVcs City Vehicle Repair/Maint SVcs City Vehicle Repair/Maint SVcs City Vehicle Repair/Maint SVcs City Vehicle Repair/Maint SVcs City Vehicle Repair/Maint SVcs City Vehicle Repair/Maint SVcs City Vehicle Repair/Maint SVcs 439.34 353.13 309.00 194.97 159.41 116.92 110.93 110.15 7737 34.27 1,905.49 Page:8 apChkLst Final Check List Page: 9 06/29/2006 1:32:44PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108592 06/29/2006 001171 ORIENTAL TRADING COMPANY Tiny Tots Program Supplies 299.15 INC activity suppliesTeam Pace 295.90 Teen Program Supplies 282.10 877.15 108593 06/29/2006 002297 OVERLAND PACIFIC & CUTLER May consulting:Civic Center 2,312.50 2,312.50 INC 108594 06/29/2006 002256 P & D CONSULTANTS INC May inspection svcs:B. Henderson 10,887.12 10,887.12 108595 06/29/2006 007893 PADHY,KRUSHNA refund:level 4/5 swim lessons 40.00 40.00 108596 06/29/2006 004538 PAULEY EQUIPMENT COMPANY TCSD equipment repair 118.50 TCSD equipment repair 100.09 218.59 108597 06/29/2006 004805 PEACOCK ENTERPRISES INC printer toner cartridges:I.S. 1,523.99 1,523.99 108598 06/29/2006 001320 PELLETIER, JULIE reimb:Del Mar Fair/MPSC Excursion 144.00 reimb:special event supplies 67.18 211.18 108599 06/29/2006 001958 PERS LONG TERM CARE PERS Long Term Care Payment 288.55 288.55 PROGRAM 108600 06/29/2006 000249 PETTY CASH Petty Cash Reimbursement 594.77 594.77 108601 06/29/2006 007484 PHILIPS MEDICAL SYSTEMS INC Purchase AED's:Paramedics 3,488.41 purchase of AED's:Paramedics 1,452.68 4,941.09 108602 06/29/2006 003831 PHILLIPS COMPANY, THE AED prgm:Paramedics 4,287.92 AED prgm:Paramedics 697.69 4,985.61 108603 06/29/2006 000254 PRESS ENTERPRISE COMPANY annual newspaper subscrTCSD 330.74 330.74 INC 108604 06/29/2006 009717 PSOMAS Admin svcs:Wolf Creek 2,500.00 Admin svcs:Crowne Hill 2,125.00 Admin svcs:CFD 88-12 1,500.00 Admin svcs:Harveston II 1,375.00 Admin svcs:CFD 88-12 sales tax 1,250.00 8,750.00 108605 06/29/2006 004519 PYRO SPECTACULARS INC 2006 July 4th Fireworks Display 31,500.00 31,500.00 108606 06/29/2006 004529 QUAID TEMECULA HARLEY- May motorcycle maint svcs:Police 22,422.29 DAVIDSON credit:amt exceeds contract agrmnt -2,824.00 19,598.29 Page:9 apChkLst Final Check List Page: 10 06/29/2006 1:32:44PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108607 06/29/2006 000262 RANCHO CALIF WATER DISTRICT Jun 01-23-01075-1 Crowne Hill Dr 629.51 629.51 108608 06/29/2006 004483 RECREONICS INC rescue tube/cover:Aquatics 420.92 420.92 108609 06/29/2006 010067 REEVES, KENT ALAN presentation/exhibit fees:T.Mus 6/3 618.36 618.36 108610 06/29/2006 004584 REGENCY LIGHTING electrical supplies:City Facilities 1,788.78 1,788.78 108611 06/29/2006 003591 RENES COMMERCIAL Idscp services:Parks R-O-Ws 2,000.00 MANAGEMENT weed abatement/var slopes:City Parks 2,000.00 4,000.00 108612 06/29/2006 002110 RENTAL SERVICE equipment rental:PW Maint 22.85 22.85 CORPORATION 108613 06/29/2006 004498 REPUBLIC ELECTRIC May eng svcs:PWTraffic 9,600.00 9,600.00 108614 06/29/2006 002412 RICHARDS WATSON & GERSHON May 2006 legal services 82,998.50 82,998.50 108615 06/29/2006 000353 RIVERSIDE CO AUDITOR May '06 parking citation assessments 4,776.00 4,776.00 108616 06/29/2006 005413 RIVERSIDE CO WASTE worm bin for Children's Museum 65.00 65.00 MANAGEMENT 108617 06/29/2006 003587 RIZZO CONSTRUCTION INC install park monument signs:City Parks 15,600.00 Install carpet/door/fire sprinklerThtr 7,056.00 22,656.00 108618 06/29/2006 010100 ROMYN, JAYNE refund:Sci Adv Camp-Physics Grand 332.00 332.00 108619 06/29/2006 010099 RONSON, ASCELLA refund Tumble Jungle-Tiny Tumblers 263.00 263.00 108620 06/29/2006 003027 ROOFTEK ROOFING- Res Imprv Prgm: Walters, Dora 7,500.00 7,500.00 WATERPROOF 108621 06/29/2006 005024 ROSENOW, EILEEN refund:level 3 swim lessons 40.00 40.00 108622 06/29/2006 001942 S C SIGNS May posting public notices:Planning 3,145.00 Apr posting public notices:Planning 1,640.00 Jun posting public notices:Planning 1,125.00 5,910.00 108623 06/29/2006 009708 S L M CONTRACT FURNITURE office furniture:Police Mall Stn 6,551.65 6,551.65 INC Page:10 apChkLst Final Check List Page: 11 06/29/2006 1:32:44PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108624 06/29/2006 009196 SACRAMENTO THEATRICAL Stage Supplies:Theater 1,617.10 LIGHTING stage Supplies:Theater 354.41 stage Supplies:Theater 197.69 stage Supplies:Theater 135.93 2,305.13 108625 06/29/2006 006712 SERVEN, RICK ee computer purchase prgm 1,846.84 1,846.84 108626 06/29/2006 006714 SHERATON HOTEL Htl:Accela Cf:S.Faris 307441857 8/21-24 593.64 593.64 108627 06/29/2006 006714 SHERATON HOTEL Htl:Accela Cf:E.Jones 797441857 8/21-24 593.64 593.64 108628 06/29/2006 008529 SHERIFF'S CIVIL DIV - CENTRAL Support Payment LO File # 2005033893 150.00 150.00 108629 06/29/2006 000537 SO CALIF EDISON Jun 2-02-351-4946 MPSC 1,797.94 Jun 2-18-937-3152 T.Museum 1,360.59 Jun 2-27-615-1750 Fire Stn 73 978.07 Jun 2-23-365-5992 Fire Stn 92 604.69 Jun 2-11-007-0455 6th St 368.89 Jun 2-22-891-0550 various mtrs 354.45 Jun 2-20-817-9929 Police OT Stn 341.38 Jun 2-21-911-7892 Old Town Prk Lot 133.98 Jun 2-27-632-3565 Camino Piedra Raja 128.61 Jun 2-27-287-5527 various mtrs 128.36 Jun 2-21-981-4720 Hwy 79S 63.96 Jun 2-19-171-8568 Wedding Chpl 57.27 Jun 2-14-204-1615 Front St Rdio 50.52 Jun 2-27-371-8494 Offsite storage 20.38 6,389.09 108630 06/29/2006 001212 SO CALIF GAS COMPANY Jun gas meter usage:City Facilities 1,325.74 Jun 095-167-7907-2 Fire Stn 84 171.38 Jun 101-525-1560-6 Fire Stn 73 71.70 1,568.82 108631 06/29/2006 000519 SOUTH COUNTY PEST CONTROL pest control svcs:Code Enf. 84.00 84.00 INC 108632 06/29/2006 005724 SOUTHWEST FAMILY YMCA FY 05/06 CDBG funding 4,773.00 4,773.00 108633 06/29/2006 005786 SPRINT Jun Acct Level Chrgs 31.41 31.41 108634 06/29/2006 000293 STADIUM PIZZA refreshmentslstafftrng:C. Museum 28.07 28.07 108635 06/29/2006 002366 STEAM SUPERIOR CARPET Clean carpets:MPSC 350.00 CLEANING Clean carpets:CRC 275.00 625.00 Page:11 apChkLst Final Check List Page: 12 06/29/2006 1:32:44PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108636 06/29/2006 004570 STEPHEN G WHITE, MAl Appraisal srvcs:Harveston CFD 5,000.00 5,000.00 108637 06/29/2006 000465 STRADLEY, MARY KATHLEEN TCSD Instructor Earnings 913.50 TCSD Instructor Earnings 567.00 TCSD Instructor Earnings 283.50 1,764.00 108638 06/29/2006 003840 STRONGS PAINTING roofmaintWed Chpl & Park restroom 3,000.00 3,000.00 108639 06/29/2006 009937 SUPPLY CACHE, THE Fire Shelter:Fire Explorers Prgm 96.00 96.00 108640 06/29/2006 000305 TARGET BANK BUS CARD SRVCS Teen Program Supplies 761.14 digital camera/supplies:CRC 310.80 2006 SMART Art Cart Supplies 280.13 recreation supplies:MPSC 237.76 4th of July supplies:TCSD 134.23 recreation supplies:MPSC 114.19 recreation supplies:MPSC 69.83 recreation supplies:Aquatics 49.63 recreation supplies:CRC 24.07 1,981.78 108641 06/29/2006 009500 TEMEC ELECTRONICS, INC electrical supplies:C. Museum 34.62 34.62 108642 06/29/2006 006465 TEMECULA AUTO REPAIR City vehicle maint svcs:Paramedics 1,297.04 City vehicle maint svcs:Paramedics 1,058.99 City vehicle maint svcs:Fire Prev 720.90 City vehicle maint svcs:Bldg & Safety 588.82 City vehicle repair/maint:Paramedics 288.24 City vehicle maint svcs:Paramedics 280.42 City vehicle maint svcs:Fire Prev 246.53 City vehicle maint svcs:Fire Prev 228.60 City vehicle maint svcs:Fire Prev 100.75 City vehicle maint svcs:Paramedics 39.00 City vehicle maint svcs:Code Enf. 34.67 4,883.96 108643 06/29/2006 006914 TEMECULA COPIERS INC. May copier maintlusage:City Facilities 5,350.50 5,350.50 108644 06/29/2006 001035 TEMECULA ENVIRONMENTAL Jan-Jun '06 trash hauling srvcs 2,163,061.80 Jul-Dec '05 trash hauling srvcs 41,665.43 credit:Jan-Jun '06 trash hauling srvcs -144,384.26 2,060,342.97 108645 06/29/2006 005412 TEMECULA GARDEN & POWER equipment:PW Maint Crews 890.85 890.85 108646 06/29/2006 000307 TEMECULA TROPHY COMPANY Ronald Reagan Sports Park plaque 1,262.40 recogn award: J. Kitchel 97.78 1,360.18 Page:12 apChkLst Final Check List Page: 13 06/29/2006 1:32:44PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 108647 06/29/2006 004274 TEMECULA VALLEY SECURITY locksmith services: Police 159.42 159.42 CENTR 108648 06/29/2006 004145 TIME WARNER TELECOM Jun City phones general usage 1,054.72 1,054.72 108649 06/29/2006 000668 TIMMY D PRODUCTIONS INC OJ Services:Teen Pool Party 6/24/06 450.00 450.00 108650 06/29/2006 005937 TOMCZAK, MARIA T. TCSO Instructor Earnings 70.00 70.00 108651 06/29/2006 002452 TOP LINE INDUSTRIAL equip parts/supplies: PW Maint 29.73 29.73 108652 06/29/2006 003031 TRAFFIC CONTROL SERVICE INC traffic control devices:PWMaint 1,395.90 1,395.90 108653 06/29/2006 004576 TRINITY WORKPLACE LEARNING annual 'Wildfire" subscr:H.Windsor 32.00 32.00 108654 06/29/2006 010110 TURNBOUGH, MARIA refund :sec.depositfTCC 400.00 400.00 108655 06/29/2006 005460 U S BANK trustee admin fees:ROA Arbitrage 2,500.00 2,500.00 108656 06/29/2006 004981 UNISOURCE SCREENING & 6/1-15/06 background screening svcs 117.50 117.50 108657 06/29/2006 000325 UNITED WAY United Way Charities Payment 220.15 220.15 108658 06/29/2006 004368 VAll COOPER & ASSOCIATES May inspection svcs: P.Karbassyoon 14,177.38 INC May inspection svcs: G. Berg 18,546.02 32,723.40 108659 06/29/2006 004261 VERIZON Jun xxx-0074 general usage 294.49 Jun xxx-9074 McLaughlin Bldg 203.12 Jun xxx-2016 reverse 911 108.89 Jun xxx-3526 fire alarm 85.63 Jun xxx-3564 alarm 57.10 Jun xxx-0714 PO Mall Alarm 30.63 Jun xxx-7786 C. Washington 30.37 Jun xxx-5275 PO OSL 29.50 Jun xxx-3984 M. Naggar 28.63 Jun xxx-2676 general usage 28.53 Jun xxx-6084 general usage 27.47 924.36 108660 06/29/2006 004789 VERIZON ONLINE Internet svcs xx9549 Police Storefront 42.89 Internet svcs xx2527 PO OSL 42.89 85.78 Page:13 apChkLst Final Check List 06/29/2006 1:32:44PM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid 108661 06/29/2006 009663 VERNON LIBRARY SUPPLIES INC tags (RFID system) for Tem. Library 1,807.95 tag prgm/disp system lease:Tem.Library 1,350.00 108662 06/29/2006 009101 VISION ONE INC May ShoWare ticket sales:Theater 1,167.00 108663 06/29/2006 008445 WALT ALLEN ARCHITECT design svcs:Police mall storefront 792.57 Apr design:Police mall storefront 271.25 108664 06/29/2006 007199 WECK, DOROTHY A., TRUSTEE refund:prkng cite #41818 325.00 108665 06/29/2006 003730 WEST COAST ARBORISTS INC 5/16-31 Citywide Tree Trimming Svcs 1,640.00 tree evaluation report:Civic Ctr parking 157.50 108666 06/29/2006 000341 WILLDAN ASSOCIATES INC plan check svcs: Fire Prey 1,420.30 108667 06/29/2006 003776 ZOLL MEDICAL CORPORATION medical supplies:Paramedics 1,037.65 medical supplies:Paramedics 56.23 108668 06/29/2006 007085 ZUNA, JOHN PAUL ee computer purchase prgm 1,160.17 Page: 14 Grand total for UNION BANK OF CALIFORNIA: Check Total 3,157.95 1,167.00 1,063.82 325.00 1,797.50 1,420.30 1,093.88 1,160.17 3,267,849.74 Page:14 apChkLst 06/29/2006 1:32:44PM Final Check List CITY OF TEMECULA Page: 15 184 checks in this report. Grand Total All Checks: 3,267,849.74 Page:15 I~-- . , II ITEM NO.3 II , II - . . . I I II II __. . I Approvals City Attorney Director of Finance City Manager ~~ /J1l- t:W (J CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Genie Roberts, Director of Finance DATE: July 11, 2006 SUBJECT: City Treasurer's Report as of May 31, 2006 PREPARED BY: Karin A. Grance, Revenue Manager Shannon Buckley, Accountant RECOMMENDATION: May 31,2006. That the City Council receive and file the City Treasurer's Report as of BACKGROUND: Government Code Sections 53646 and 41004 require reports to the City Council regarding the City's investment portfolio, receipts, and disbursements respectively. Adequate funds will be available to meet budgeted and actual expenditures of the City for the next six months. Current market values are derived from the Local Agency Investment Fund (LA IF) reports, Union Bank of California trust and custody statements, and from USBanktrust statements. Attached is the City Treasurer's Report that provides this information. The City's investment portfolio is in compliance with the statement of investment policy and Government Code Sections 53601 and 53635 as of May 31,2006. FISCAL IMPACT: None. ATTACHMENTS: City Treasurer's Report as of May 31, 2006 Reporting period 05/01/2006-0513112006 RunDate:OO!28!2000-15:52 City of Temecula, California Portfolio Management Portfolio Summary May 31, 2006 City ctTemecula 43200 6usiness Park D-rve PO 60x9033 Temecula, CA, 92590 (951)694-6430 Portfolio TEME CP PM (PRF_PM1)SyrnRer<5.4U02a ReportVer.5.00 City of Temecula, California Portfolio Management Page 2 Portfolio Details - Investments May 31, 2006 Average Purchase Stated YTM YTM Days to Maturity CUSIP Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Managed Pool Accounts SYSCFD 03-04-1 AD 03-04-1 First American Treasury 17,571.37 17,571.37 17,571.37 4.380 4.320 4.380 SYSCFD 03-04-2 AD 03-04-2 First American Treasury 15,958.80 15,958.80 15,958.80 4.380 4.320 4.380 SYSCFD 03-04-3 AD 03-04-3 First American Treasury 3,504.20 3,504.20 3,504.20 4.380 4.320 4.380 SYSCFD 03-04-5 AD 03-04-5 First American Treasury 09/01/2005 1,779.30 1,779.30 1,779.30 4.380 4.320 4.380 SYSCFD 01-2-1 CFD 01-2-1 First American Treasury 496,918.95 496,918.95 496,918.95 4.380 4.320 4.380 SYSCFD 01-2-2 CFD 01-2-2 First American Treasury 155,223.85 155,223.85 155,223.85 4.380 4.320 4.380 SYSCFD 01-2-3 CFD 01-2-3 First American Treasury 7,881.47 7,881.47 7,881.47 4.380 4.320 4.380 SYSCFD 01-2-4 CFD 01-2-4 First American Treasury 137,163.97 137,163.97 137,163.97 4.380 4.320 4.380 SYSCFD 01-2-5 CFD 01-2-5 First American Treasury 2,912,137.45 2,912,137.45 2,912,137.45 4.380 4.320 4.380 SYSCFD 01-2-9 CFD 01-2-9 First American Treasury 03/29/2006 608,117.89 608,117.89 608,117.89 4.380 4.320 4.380 SYSCFD 03-02-10 CFD 03-02-10 First American Treasury 04/01/2006 680,310.48 680,310.48 680,310.48 4.380 4.320 4.380 SYSCFD 03-02-11 CFD 03-02-11 First American Treasury 04/01/2006 37,752,196.32 37,752,196.32 37,752,196.32 4.380 4.320 4.380 SYSCFD 03-02-13 CFD 03-02-13 First American Treasury 04/01/2006 79,960.75 79,960.75 79,960.75 4.380 4.320 4.380 SYSCFD 03-02-3 CFD 03-02-3 First American Treasury 04/01/2006 942,690.73 942,690.73 942,690.73 4.380 4.320 4.380 SYSCFD 03-02-6 CFD 03-02-6 First American Treasury 04/01/2006 3,505,449.83 3,505,449.83 3,505,449.83 4.380 4.320 4.380 SYSCFD 03-02-7 CFD 03-02-7 First American Treasury 04/01/2006 1,063,195.23 1,063,195.23 1,063,195.23 4.380 4.320 4.380 SYSCFD 03-02-9 CFD 03-02-9 First American Treasury 04/01/2006 1,381,645.56 1,381,645.56 1,381,645.56 4.380 4.320 4.380 SYSCFD 03-1-1 CFD 03-03-1 First American Treasury 916,221.52 916,221.52 916,221.52 4.380 4.320 4.380 SYSCFD 03-03-11 CFD 03-03-11 First American Treasury 10,385.88 10,385.88 10,385.88 4.380 4.320 4.380 SYSCFD 03-03-2 CFD 03-03-2 First American Treasury 125.06 125.06 125.06 4.380 4.320 4.380 SYSCFD 03-03-3 CFD 03-03-3 First American Treasury 0.00 0.00 0.00 4.830 4.764 4.830 SYSCFD 03-03-6 CFD 03-03-6 First American Treasury 0.02 0.02 0.02 4.380 4.320 4.380 SYSCFD 03-03-6 CFD 03-03-7 First American Treasury 840.05 840.05 840.05 4.380 4.320 4.380 SYSCFD 03-03-9 CFD 03-03-9 First American Treasury 3,081.27 3,081.27 3,081.27 4.380 4.320 4.380 SYSCFD 03-06-0 CFD 03-06-0 First American Treasury 01/01/2006 68,039.13 68,039.13 68,039.13 4.380 4.320 4.380 SYSCFD 03-06-1 CFD 03-06-1 First American Treasury 0.00 0.00 0.00 4.380 4.320 4.380 SYSCFD 03-06-2 CFD 03-06-2 First American Treasury 352,362.95 352,362.95 352,362.95 4.380 4.320 4.380 SYSCFD 03-06-3 CFD 03-06-3 First American Treasury 2,689.17 2,689.17 2,689.17 4.380 4.320 4.380 SYSCFD 03-06-8 CFD 03-06-8 First American Treasury 05/01/2006 3,182.49 3,182.49 3,182.49 4.380 4.320 4.380 SYSCFD 03-1-1 CFD 03-1-1 First American Treasury 186,548.24 186,548.24 186,548.24 4.380 4.320 4.380 SYSCFD 03-1-10 CFD 03-1-10 First American Treasury 962.37 962.37 962.37 4.380 4.320 4.380 SYSCFD 03-1-13 CFD 03-1-13 First American Treasury 08/31/2005 0.00 0.00 0.00 3.860 3.807 3.860 SYSCFD 03-1-16 CFD 03-1-16 First American Treasury 08/31/2005 228,430.21 228,430.21 228,430.21 4.380 4.320 4.380 SYSCFD 03-1-2 CFD 03-1-2 First American Treasury 83.56 83.56 83.56 4.380 4.320 4.380 SYSCFD 03-1-21 CFD 03-1-21 First American Treasury 08/31/2005 13,853.43 13,853.43 13,853.43 4.380 4.320 4.380 SYSCFD 03-1-3 CFD 03-1-3 First American Treasury 0.00 0.00 0.00 3.340 3.294 3.340 SYSCFD 03-1-5 CFD 03-1-5 First American Treasury 4.30 4.30 4.30 4.420 4.359 4.420 SYSCFD 03-1-6 CFD 03-1-6 First American Treasury 770.06 770.06 770.06 4.380 4.320 4.380 Portfolio TEME CP Run Date 06/28/2006-1652 PM (PRF _PM2) SymRept 6.41.202a ReportVer.5.00 City of Temecula, California Portfolio Management Page 3 Portfolio Details - Investments May 31, 2006 Average Purchase Stated YTM YTM Days to Maturity CUSIP Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Managed Pool Accounts SYSCFD 03-1-8 CFD 03-1-8 First American Treasury 528,387.71 528,387.71 528,387.71 4.380 4.320 4.380 SYSCFD 88-12-1 CFD 88-12-1 First American Treasury 331.15 331.15 331.15 4.380 4.320 4.380 SYSCFD 88-12-3 CFD 88-12-3 First American Treasury 14,938.87 14,938.87 14,938.87 4.380 4.320 4.380 SYSCFD 88-12-5 CFD 88-12-5 First American Treasury 2.17 2.17 2.17 4.610 4.547 4.610 SYSRDA TABS-1 RDA TABs-1 First American Treasury 151.23 151.23 151.23 4.380 4.320 4.380 SYSRDA TABS-3 RDA TABs-3 First American Treasury 0.00 0.00 0.00 2.300 2.268 2.300 SYSTCSD COPS-1 TCSD COPs-1 First American Treasury 185.89 185.89 185.89 4.380 4.320 4.380 SYSTCSD COPS-2 TCSD COPs-2 First American Treasury 0.00 0.00 0.00 4.090 4.034 4.090 SYSRDA TABS-2 RDA TABs-2 MBIA Surety Bond 1.00 1.00 1.00 2.190 2.160 2.190 --- Subtotal and Average 52,092,832.01 52,093,283.88 52,093,283.88 52,093,283.88 4.320 4.380 Letter of Credit 09652213 02006 Citibank, N.A. 04/07/2006 1.00 1.00 1.00 0.000 0.000 CA 2006-012 02005 Ohio Savings Bank 04/05/2006 1.00 1.00 1.00 0.000 0.000 --- Subtotal and Average 2.00 2.00 2.00 2.00 0.000 0.000 Local Agency Investment Funds SYSCFD 03-03-10 CFD 03-03-10 CA Local Agency Investment Fun 3,828,208.54 3,828,208.54 3,828,208.54 4.563 4.500 4.563 SYSCFD 03-03-12 CFD 03-03-12 CA Local Agency Investment Fun 10,459,325.30 10,459,325.30 10,459,325.30 4.563 4.500 4.563 SYSCFD 03-03-4 CFD 03-03-4 CA Local Agency Investment Fun 12.80 12.80 12.80 4.563 4.500 4.563 SYSCFD 03-03-8 CFD 03-03-8 CA Local Agency Investment Fun 4,039,289.40 4,039,289.40 4,039,289.40 4.563 4.500 4.563 SYSCFD 03-06-4 CFD 03-06-4 CA Local Agency Investment Fun 02/08/2006 1,756,634.24 1,756,634.24 1,756,634.24 4.563 4.500 4.563 SYSCFD 03-1-11 CFD 03-1-11 CA Local Agency Investment Fun 1,340,510.66 1,340,510.66 1,340,510.66 4.563 4.500 4.563 SYSCFD 03-1-22 CFD 03-1-22 CA Local Agency Investment Fun 02/08/2006 3,395,404.06 3,395,404.06 3,395,404.06 4.563 4.500 4.563 SYSCFD 03-1-7 CFD 03-1-7 CA Local Agency Investment Fun 1,001,954.13 1,001,954.13 1,001,954.13 4.563 4.500 4.563 SYSCFD 03-1-9 CFD 03-1-9 CA Local Agency Investment Fun 6,222.87 6,222.87 6,222.87 4.563 4.500 4.563 SYSCITY CITY CA Local Agency Investment Fun 33,607,482.78 33,526,571.42 33,607,482.78 4.563 4.500 4.563 SYSRDA RDA CA Local Agency Investment Fun 2,035,322.30 2,030,422.18 2,035,322.30 4.304 4.245 4.304 SYSRDA TABS-4 RDA TABs-4 CA Local Agency Investment Fun 0.00 0.00 0.00 2.967 2.926 2.967 SYSTCSD TCSD CA Local Agency Investment Fun 12,127,890.43 12,098,692.05 12,127,890.43 4.563 4.500 4.563 SYSTCSD COPS-3 TCSD COPs-3 CA Local Agency Investment Fun 0.00 0.00 0.00 3.324 3.278 3.324 --- Subtotal and Average 61,578,902.67 73,598,257.51 73,483,247.65 73,598,257.51 4.493 4.556 Federal Agency Callable Securities 31339YGQ9 01004 Federal Home Loan Bank 07/24/2003 1,000,000.00 995,630.00 1,000,000.00 2.250 2.219 2.250 53 07/24/2006 31339YXP2 01005 Federal Home Loan Bank 08/14/2003 2,000,000.00 1,989,380.00 2,000,000.00 2.500 2.466 2.500 74 08114/2006 3133X55G9 01014 Federal Home Loan Bank 04/08/2004 3,050,000.00 2,946,117.00 3,050,000.00 3.100 3.058 3.101 586 01/08/2008 3133X52S6 01015 Federal Home Loan Bank 04/07/2004 2,965,000.00 2,859,386.70 2,965,000.00 3.000 2.960 3.001 585 01/07/2008 Portfolio TEME CP Run Date 06/28/2006-1652 PM (PRF _PM2) SymRept 6.41.202a City of Temecula, California Portfolio Management Page 4 Portfolio Details - Investments May 31, 2006 Average Purchase Stated YTM YTM Days to Maturity CUSIP Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Federal Agency Callable Securities 3133X55H7 01016 Federal Home Loan Bank 03/29/2004 3,000,000.00 2,895,000.00 3,000,000.00 3.000 2.960 3.001 575 12/2812007 3133X55H7 01017 Federal Home Loan Bank 03/29/2004 1,000,000.00 965,000.00 1,000,000.00 3.000 2.960 3.001 575 12/2812007 3133X5DV7 01018 Federal Home Loan Bank 04/14/2004 1,000,000.00 966,250.00 1,000,000.00 3.150 3.108 3.151 592 01/1412008 3133X5GE2 01019 Federal Home Loan Bank 04/15/2004 2,000,000.00 1,930,620.00 2,000,000.00 3.070 3.029 3.071 593 01/1512008 3133X5K49 01020 Federal Home Loan Bank 04/16/2004 1,000,000.00 965,940.00 1,000,000.00 3.125 3.083 3.126 594 01/16/2008 3133X5QF8 01021 Federal Home Loan Bank 04/22/2004 2,000,000.00 1,926,880.00 2,000,000.00 3.000 2.960 3.001 600 01/22/2008 3133X5ZL5 01022 Federal Home Loan Bank 04/30/2004 2,000,000.00 1,942,500.00 2,000,000.00 3.520 3.473 3.521 60B 01/30/2008 3133XAY84 01026 Federal Home Loan Bank 03/23/2005 1,000,000.00 988,130.00 999,750.00 3.850 3.810 3.863 295 03123/2007 3133XAZ91 01027 Federal Home Loan Bank 03/28/2005 1,000,000.00 990,940.00 999,750.00 3.785 3.750 3.802 210 12/28/2006 3133XBY66 01029 Federal Home Loan Bank 06/15/2005 2,000,000.00 1,985,620.00 2,000,000.00 4.000 3.781 3.833 197 12/15/2006 3133XCMC4 01032 Federal Home Loan Bank 08/31/2005 3,000,000.00 2,959,680.00 2,997,360.00 4.250 4.238 4.296 433 08108/2007 3133XCY31 01033 Federal Home Loan Bank 09/14/2005 960,000.00 948,604.80 960,000.00 4.380 4.320 4.380 470 09/14/2007 3133XD2G5 01034 Federal Home Loan Bank 09/21/2005 3,000,000.00 2,956,890.00 2,998,125.00 4.375 4.347 4.407 568 12/21/2007 3133XD3Q2 01035 Federal Home Loan Bank 09/28/2005 620,000.00 612,442.20 620,000.00 4.400 4.340 4.400 494 09/28/2007 3133XD3RO 01036 Federal Home Loan Bank 09/28/2005 2,000,000.00 1,968,760.00 2,000,000.00 4.500 4.438 4.500 666 03128/2008 3133XD6F3 01038 Federal Home Loan Bank 09/28/2005 1,000,000.00 983,440.00 1,000,000.00 4.230 4.174 4.232 575 12/28/2007 3133XD6D8 01039 Federal Home Loan Bank 09/29/2005 1,000,000.00 987,500.00 1,000,000.00 4.140 4.086 4.143 393 06129/2007 3133XDA84 01040 Federal Home Loan Bank 09/28/2005 1,000,000.00 993,440.00 1,000,000.00 4.200 4.147 4.204 210 12/28/2006 3133XDAB7 01041 Federal Home Loan Bank 09/29/2005 1,000,000.00 992,810.00 1,000,000.00 4.120 4.068 4.124 211 12/29/2006 3133XDBWO 01043 Federal Home Loan Bank 10/12/2005 1,000,000.00 995,940.00 1,000,000.00 4.050 3.995 4.050 133 10/12/2006 3133XDBQ3 01044 Federal Home Loan Bank 10/14/2005 1,000,000.00 993,440.00 1,000,000.00 4.250 4.196 4.255 223 01/10/2007 3133XDBX8 01045 Federal Home Loan Bank 10/12/2005 1,000,000.00 992,810.00 1,000,000.00 4.150 4.097 4.154 225 01/12/2007 3133XDB67 01046 Federal Home Loan Bank 10/12/2005 1,000,000.00 990,000.00 999,375.00 4.150 4.136 4.193 315 04/12/2007 3133XDKQ3 01047 Federal Home Loan Bank 11/09/2005 1,000,000.00 994,380.00 1,000,000.00 4.500 4.443 4.505 253 02/09/2007 3133XEG94 01053 Federal Home Loan Bank 01/26/2006 1,000,000.00 995,940.00 1,000,000.00 4.750 4.685 4.750 239 01/26/2007 3128XILW5 01002 Federal Home Loan Mtg Corp 06/30/2003 1,000,000.00 997,410.00 1,000,000.00 2.000 1.973 2.000 29 06130/2006 3128X3SM6 01025 Federal Home Loan Mtg Corp 03/07/2005 1,000,000.00 982,040.00 998,000.00 3.750 3.784 3.837 42B 08103/2007 3128X36R9 01030 Federal Home Loan Mtg Corp OS/24/2005 1,000,000.00 982,250.00 1,000,000.00 4.050 3.993 4.048 4BO 09/24/2007 3128X4NU1 01042 Federal Home Loan Mtg Corp 10/18/2005 1,000,000.00 987,240.00 1,000,000.00 4.375 4.315 4.375 504 10/18/2007 3136F6M63 01028 Federal National Mtg Assn 04/05/2005 1,000,000.00 988,750.00 1,000,000.00 4.000 3.945 4.000 30B 04/05/2007 --- Subtotal and Average 49,587,360.00 49,595,000.00 48,651,160.70 49,587,360.00 3.606 3.656 430 Treasury Coupon Securities 912795XN6 02003 U.S. Treasury 03/14/2006 99,000.00 97,385.06 97,385.06 4.350 8.747 8.869 56 07/27/2006 912828DT4 02004 U.S. Treasury 03/14/2006 725,000.00 711,635.66 711,635.66 3.750 4.586 4.650 714 05115/2008 --- Subtotal and Average 809,020.72 824,000.00 809,020.72 809,020.72 5.087 5.158 635 Run Date 06/28/2006-1652 Portfolio TEME CP PM (PRF _PM2) SymRept 6.41.202a City of Temecula, California Portfolio Management Portfolio Details - Investments May 31, 2006 Page 5 Average Purchase Stated YTM YTM Days to Maturity CUSIP Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Federal Agency Bullet Securities 31331 SYN7 01031 Federal Farm Credit Bank 06/01/2005 1,000,000.00 985,310.00 1,000,000.00 3.820 3.768 3.820 365 06/0112007 31331 S5Y5 01037 Federal Farm Credit Bank 09/16/2005 1,000,000.00 988,440.00 1,000,000.00 4.000 3.947 4.002 319 04/1612007 3133XE2VO 01050 Federal Home Loan Bank 12/29/2005 1,000,000.00 997,810.00 1,000,000.00 4.625 4.562 4.625 120 09/2912006 3133XE5U9 01051 Federal Home Loan Bank 12130/2005 1,000,000.00 999,380.00 1,000,000.00 4.500 4.438 4.500 29 06/3012006 3133XE7H6 01052 Federal Home Loan Bank 12/29/2005 1,000,000.00 997,810.00 1,000,000.00 4.650 4.586 4.650 120 09/29/2006 --- Subtotal and Average 6,483,870.97 5,000,000.00 4,968,750.00 5,000,000.00 4.260 4.319 191 Investment Contracts SYSCFD 03-1-4 CFD 03-1-4 American International Group M 04/28/2004 863,900.00 863,900.00 863,900.00 4.830 4.764 4.830 9,953 08131/2033 SYSCFD 03-03-5 CFD 03-03-5 IXIS Funding Corp 07/28/2004 2,171,120.00 2,171,120.00 2,171,120.00 3.000 2.959 3.000 10,318 08131/2034 SYSCFD 88-12-2 CFD 88-12-2 IXIS Funding Corp 07/24/1998 500,000.00 500,000.00 500,000.00 5.430 5.499 5.575 4,110 09/01/2017 SYSCFD 88-12-4 CFD 88-12-4 IXIS Funding Corp 07/24/1998 1,531,468.76 1,531,468.76 1,531,468.76 5.430 5.509 5.585 4,110 09/01/2017 --- Subtotal and Average 5,066,488.76 5,066,488.76 5,066,488.76 5,066,488.76 4.288 4.348 7,767 Total and Average 178,062,198.08 186,177,032.15 185,071,953.71 186,154,412.87 4.199 4.257 334 Run Date 06/28/2006-1652 Portfolio TEME CP PM (PRF _PM2) SymRept 6.41.202a City of Temecula, California Portfolio Management Portfolio Details - Cash May 31, 2006 Page 6 Average Purchase Stated YTM YTM Days to CUSIP Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Retention Escrow Account SYSRJ NOBLE RJ NOBLE Bank of Sacramento 0.00 0.00 0.00 1.250 1.233 1.250 SYSBARNHART1 BARNHART 1 California Bank & Trust 639,482.44 639,482.44 639,482.44 3.000 2.959 3.000 SYS EDGE DEVELO EDGE DEV1 California Bank & Trust 08/04/2005 567,093.09 567,093.09 567,093.09 1.250 1.233 1.250 SYSRIV CONST 1 RIV CONST 1 Community National Bank 0.00 0.00 0.00 3.000 2.959 3.000 Passbook/Checking Accounts SYSPetty Cash Petty Cash City of Temecula 07/01/2005 2,210.00 2,210.00 2,210.00 0.000 0.000 SYSFlex Ck Acct Flex Ck Acct Union Bank of California 07/01/2005 5,944.21 5,944.21 5,944.21 0.000 0.000 SYSGen Ck Acct Gen CkAcct Union Bank of California 07/01/2005 1,187,989.47 1,187,989.47 1,187,989.47 0.000 0.000 OLD TOWN CK ACC OLD TO\NN CHK Union Bank of California 01/01/2006 37,912.45 37,912.45 37,912.45 0.000 0.000 SYSParking Ck Parking Ck Union Bank of California 07/01/2005 11,924.75 11,924.75 11,924.75 0.000 0.000 Average Balance 0.00 Total Cash and Investmentss 178,062,198.08 188,629,588.56 187,524,510.12 188,606,969.28 4.199 4.257 334 Run Date 06/28/2006-1652 Portfolio TEME CP PM (PRF _PM2) SymRept 6.41.202a Cash and Investments Report CITY OF TEMECULA Through May 2006 001 GENERAL FUND 100 STATE GAS TAX FUND 101 STATE TRANSPORTATION FUND 120 DEVELOPMENT IMP ACT FUND 140 COMMUNITY DEV BLOCK GRANT 150 AB 2766 FUND 160 AB 3229 COPS 165 RDA DEV LOW/MOD 20% SET ASIDE 170 MEASURE A FUND 190 TEMECULA COMMUNITY SERVICES DISTRICT 192 TCSD SERVICE LEVEL "B" STREET LIGHTS 193 TCSD SERVICE LEVEL"C" LANDSCAPE/SLOPE 194 TCSD SERVICE LEVEL "D" REFUSE/RECYCLING 195 TCSD SERVICE LEVEL "R" STREET/ROAD MAINT 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 197 TEMECULA LIBRARY FUND 210 CAPITAL IMPROVEMENT PROJECT FUND 261 CFD 88-12 ADMIN EXPENSE FUND 271 CFD 01-2 HARVESTON IMPROVEMENT FUND 273 CFD 03-1 CROWNE HILL IMPROVEMENT FUND 274 AD 03-4 JOHN WARNER IMPROVEMENT FUND 275 CFD 03-3 WOLF CREEK IMPROVEMENT FUND 276 CFD 03-6 HARVESTON 2 IMPROVEMENT FUND 277 CRD - RORIP AUGH 280 REDEVELOPMENT AGENCY - CIP PROJECT 300 INSURANCE FUND 310 VEHICLES FUND 320 INFORMATION SYSTEMS 330 SUPPORT SERVICES 340 FACILITIES 380 RDA 2002 TABS DEBT SERVICE 390 TCSD 2001 COP'S DEBT SERVICE 460 CFD 88-12 DEBT SERVICE FUND 470 CFD 01-2 HARVESTON DEBT SERVICE FUND 471 CFD 98-1 WINCHESTER HILLS DEBT SERVICE 473 CFD 03-1 CROWNE HILL DEBT SERVICE FUND 474 AD 03-4 JOHN WARNER ROAD DEBT SERVICE 475 CFD 03-3 WOLF CREEK DEBT SERVICE FUND 476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 477 CRD - RORIPAUGH Grand Total: Fund Total 45,135,099.37 143,517.03 294,816.10 10,588,744.10 25.83 290,356.01 1,645.55 12,671,055.68 5,769,134.56 1,635,064.22 245,952.09 415,777.03 2,080,145.89 30,620.50 394,572.04 0.00 13,481,561.53 43,666.77 2,925,069.11 6,288,065.29 71,418.37 18,341,130.44 1,759,323.41 40,197,037.11 701,612.38 1,282,063.19 654,552.94 809,601.00 228,685.17 114,537.07 3,287,976.24 6,962.11 4,250,188.61 1,808,329.71 0.00 1,904,208.14 208,868.04 3,629,035.61 565,703.50 5,268,388.38 $ 187,524,510.12 I~-- . , II ITEM NO.4 II , II - . . . I I II II __. . I Approvals City Attorney Director of Finance City Manager ~ 1iIl-. r CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: William G. Hughes, Director of Public Works/City Engineer DATE: July 11,2006 SUBJECT: Grant of Easement to Rancho California Water District for the Installation of a Groundwater Monitoring Well within Pala Community Park PREPARED BY: Ronald J. Parks, Deputy Director of Public Works Steve Charette, Associate Engineer RECOMMENDATION: That the City Council: 1. Adopt a resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A GRANT OF EASEMENT WHEREBY CITY GRANTS TO RANCHO CALIFORNIA WATER DISTRICT AN EASEMENT FOR RIGHT OF ACCESS TO A PROPOSED GROUNDWATER MONITORING WELL AT PALA COMMUNITY PARK 2. Direct City Clerk to forward the approved Grant of Easement to Rancho California Water District for their acceptance and recordation. BACKGROUND: Rancho California Water District (RCWD), in behalf of the United States Geological Survey (USGS), is proposing to install a groundwater monitoring well located within Pala Community Park for the purpose of monitoring long term water quality within the Temecula Valley. The well's proximity to the confluence of the Temecula Creek and the Santa Margarita River will provide the opportunity to correlate well data to surface water quality. The data also will serve to improve a mathematical ground-water flow model of the area, which presently is being used to manage the water resources of the valley. The well will be funded jointly by the Rancho California Water District and Camp Pendleton and will be operated and maintained by the USGS. The USGS has completed hundreds of wells in similar park s.ettings throughout southem Califomia. Parks have proven ideal locations for these monitoring wells because they are not likely to be disturbed or redeveloped. The well will need to be in use for 40-plus years. The well will be accessed occasionally, perhaps as often as monthly to retrieve data from loggers installed in the vault. The well will consist of five separate 2-inch diameter PVC pipes each installed to separate depths to a maximum of 1000 feet. The concrete vault enclosing the well will be 3 feet wide by 5 feet long by 2 feet deep with a steel lid (See Figure 1). Inside the vault will be batteries, cables, and data loggers. The vault location for the well will require a small easement adjacent to an existing RCWD easement. The easement area needed is 20 feet long by 10 feet in width. The vault will be situated within a planter area at the west side of the parking lot (See Figure 2). TCSD staff has concurred and agreed that the proposed location is appropriate and would not adversely impact use and maintenance of the park. The attached documents grant an easement and perpetual right-of-way to RCWD for the groundwater monitoring well and appurtenant structures as described in the legal description. FISCAL IMPACT: None ATTACHMENTS: 1. Resolution No. 2006_ 2. Figure 1 - Location of Proposed Well 3. Figure 2 - Photograph of Typical Well Vault 4. Grant of Easement Deed 5. Legal Description labeled Exhibit "A" and Plat labeled Exhibit "B" RESOLUTION NO. 06- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A GRANT OF EASEMENT WHEREBY CITY GRANTS TO RANCHO CALIFORNIA WATER DISTRICT AN EASEMENT FOR RIGHT OF ACCESS TO A PROPOSED GROUNDWATER MONITORING WELL AT PALA COMMUNITY PARK THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: WHEREAS, Rancho California Water District (RCWD), in behalf of the United States Geological Survey (USGS), has proposed the installation of a ground-water monitoring well within Pala Community Park; and WHEREAS, a monitoring well located near the confluence of the Temecula Creek and the Santa Margarita River will provide the ability for USGS to monitor long term water quality and serve to improve the mathematical ground-water flow modeling within the Temecula Valley; and WHEREAS, Pala Community Park provides an ideal location for the well because a park is not likely to be disturbed or redeveloped over the long-term; and WHEREAS, Rancho California Water District requires a grant of an easement in order to provide access and maintain said monitoring well and appurtenant structures; and, WHEREAS, the City Council of the City of Temecula hereby desires to grant to Rancho California Water District an easement to access and maintain the monitoring well site described in Exhibit "A" and shown in Exhibit "B" attached hereto. THEREFORE, BE IT RESOLVED, that the City Council approved that certain 'Grant of Easement' attached hereto as Exhibit 1 and authorizes the Mayor to execute the Grant Easement on behalf of the City. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 11th day of July, 2006. Ron Roberts, Mayor ATTEST: Susan W. Jones, MMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 06- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 11th day of July, 2006, by the following vote: AYES: NOES: COUNCIL MEMBERS: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: Susan W. Jones, MMC City Clerk Figure 1. General area of proposed USGS monitoring well in Pala Community Park, Temecula, California. . CALIFORNIA WATeR DISTRICT :a::P'.tREOBY: ..:::;::.. Planf)lr'ISlaMCtlp.t1JIPrQjEoCtIi ~ G!!ogrl':lPh..~Ir1rClrmlllio!lSe"'lCl!$ n,~, ".~._,,,,,_ _.:If__-_.C"._.lHflill~ I ~~CT Woff Valley Monitoring Well IJIIIIIJ re C"UIlQlIlV...'<t'oII..... ~ AIlEPNlf:DIlV , ........\~.J PI (;.U RE 1 i Figure 2. Photograph showing vault at the El Toyon multiple-depth well site, National City, California. t= /(;.u. R t: 2. Ii EXHIBIT "A LEGAL DESCRIPTION BEING PORTIONS OF LOTS 88 AND 89 OF TRACT 21067 RECORDED IN BOOK 231, PAGES 41 THROUGH 48 INCLUSIVE OF MAPS, OFFICAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING ON THE NORTHERLY RIGHT OF WAY LINE OF CANTERFIELD DRIVE AS SHOWN ON SAID MAP, AT THE COMMON CORNER OF LOTS 34 AND 88 OF SAID MAP; THENCE, ON THE COMMON LINE OF SAID LOTS 34 AND 88 NORTH 03024'06" EAST 115.44 FEET TO THE NORTHERLY COMMON CORNER OF SAID LOTS 34 AND 88, SAID POINT BEING COMMON WITH THE SOUTHERLY LINE OF SAID LOT 89 AND THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERL Y, HAVING A RADIUS OF 5500.00 FEET, TO WHICH A RADIAL LINE BEARS SOUTH 02040'36" WEST; THENCE, EASTERLY ON THE COMMON LINE OF SAID LOTS 88 AND 89 AND ON SAID CURVE THROUGH A CENTRAL ANGLE OF 0046'01" AN ARC LENGTH OF 73.61 FEET TO THE TRUE POINT OF BEG....l I... IG; THENCE, LEAVING SAID LINE, SOUTH 12046'21" EAST, 9.88 FEET; THENCE, SOUTH 8700 I '09" EAST 10.00 FEET; THENCE, NORTH 12046'21" WEST 20.00 FEET TO THE SOUTHERLY SIDELINE OF THE ENDING COURSE OF PARCEL I AS DESCRIBED IN DOCUMENT NO 2006- THENCE, ON SAID SOUTHERLY SIDELINE NORTH 87"01 '09" WEST 10.00 FEET; THENCE, LEAVING SAID SIDELINE, SOUTH 12046'21" EAST, 10.12 FEET TO THE TRUE POINT OF BEGINNING; CONTAINING: 192 SQ. FT., MORE OR LESS. SEE PLAT ATTACHED HERETO FOR REFERENCE ONLY. - 06024 RCWD EASEMENT. doc ,--- I ----, \ I LOT 89 \ r- - N87'01'09"W - ---/ TR 21067 \ I 10.00' MB 231/41-48 \ \ S12'46'21"E \ 10.W , I 1 L=73.61 R=5500.00'\1I=O'46'01" 1 . \ T.P.01S. // \ \S01'54'35t'W (R)/ I ';j.88' )J \ S12146'21"E \ 10.00' EXISTING S87'01'09"E EASEMENT PER \ DOCUMENTS RECORDED \ JANUARY 18, 1994 AS DOC.# 018853 \ AND DOC. # 2006- \ \-15' \ ,w \ (Q ~ LOT 88 \ ~ TR 21067 \ z MB 231/41-48\ R/ P.O.C. \ w \/ \ CANTERF/ELD DRIVE \ EXHIBIT "B" \...---- ;( (Q !'J o ~ 0J o (/)/ LOT 34 TR 21067 MB 231/41-48 1\ ~ ;,. .r <ri ~ ~ II Jr'.- w --' <l: U (/) \ \ \ 15'-\ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ ( 9, ~ ~ G1 ~ ~ \ cle ~CLE ENGINEERING, INC. .::. 41601 Date St. Murrieta, CA. 92562 Phone: 951.698.1830 Fax: 951.698.8656 DATE:4/05/06 I JOB NO. 06024.1021DRAWN BY:JM. Recording Requested by RANCHO CALIFORNIA W A"fER DISTIUCT After Recordation Return to: Rancho California Water District 42135 Winchester Road Post Office Box 9017 Temecula, CA 92589-9017 Space Above This Line for Recorder's Use GRANT OF EASEMENT FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, City ofTemecula, a Municipal Corporation hereby GRANT(S) to RANCHO CALIFORNIA WATER DISTRIcr, a public corporation, a perpetual non-exclusive easement and right-of-way for a monitoring well, together with incidental appurtenances, connections, and structures in, over, under, upon, along, through, and across the real property situated in the County of Riverside, State ofCalifomia, hereinafter described: See Exhibits "A" and "B", Attacbed and Made a Part Hereof together with the right to grade and improve said right-of-way and to enter upon and to pass and repass over and along said strip ofland for the construction, operation. and maintenance of the facilities to be constructed in said easements by the RANCHO CALIFORNIA WATER DISTRICT. It is understood and agreed that the easements and rights-of-way acquired herein are subject to the right of the owner, his successors and assigns, to use the surface of the land within the boundary lines of said easements and rights-of-way to the extent that such use is compabole with the full and free exercise of said easements and rights--of-way by the RANCHO CALIFORNIA W AlER DISTRICT; provided; however, that no fences, block walls or other structures, or other improvements shall be constructed upon, over, and along said easements and rights-of-way without firstobtaining the written consent oftbe RANCHO CALIFORNIA WATER DISTRICT. No fill or paving of any nature sball be placed or maintained over the surface of the ground, nor shall any earth be removed from the cover of said pipeline after construction, without first obtaining the written approval of the RANCHO CALIFORNIA WATER DISTRICf. IN WITNESS WHEREOF, this instrument bas been executed this _ day of 2006. CITY OF TEMECULA CERTIFICATE OF ACCEPTANCE This is !O certi:f)r that the interest in real property C9nveyed by the deed or grant dated 2906 from By: Ron Roberts, Mayor A TrEST: to Rancho California Wa~ District, a public agency and subdivision in the State of California, is hereby accepted by order of the Wldersigned officer on behalf of .the Board of Directors pursuant to the authority conferred by Resolution No. 2004-5-2 of the Board of Directors adopted on May 13, 2004 and the grantee consents to recordation thereof by its duly authorized officer; By: sUsan W. JOlles, MMC City Clerk APPROVED AS TO FORM: DATED: ,2006 By:. fdi'4 -.-" - ~ te:::n:~II~ttO:::-P -- RANCHO CALIFORNIA WATER DISTRICT By: Brian J. Brady, General Manager 06\A W:lm\Grant of Ease men I City ofTemecula I~-- . , II ITEM NO.5 II , II - . . . I I II II __. . I Approvals City Attorney Director of Finance City Manager ~ 1112. f CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: William Hughes, Director of Public Works/City Engineer DATE: July 11, 2006 SUBJECT: Approval of City/County Agreement for Improvements to Butterfield Stage Road PREPARED BY: Greg Butler, Principal Engineer Carol A. Chiodo, Property Agent RECOMMENDATION: That the City Council approve the City County Agreement for the Widening of and Improvements to Butterfield Stage Road and authorize the Mayor to execute the Agreement. BACKGROUND: On November 26, 2002, the City of Temecula approved a Development Agreement between the City and Ashby USA ("Developer") which provided a specific plan for the development of the Roripaugh Ranch which included on-site and off-site public infrastructure improvements. The Developer was required to use his best faith efforts to acquire the properties required for the improvements to Butterfield Stage Road from the southern project boundary to Rancho California Road which included portions of two properties required for the road widening at the northeast corner of Butterfield Stage Road and Rancho California. The Developer was unable to acquire these property rights and on August 23, 2005 the City entered into an Agreement with the Developer for the acquisition of certain property rights in connection with the road widening. These two properties lie within the unincorporated area of the County of Riverside. Therefore, the City needed to obtain County authority to acquire properties outside of the City's jurisdiction. On June 6, 2006 the County Board of Supervisors approved the City/County Cooperative Agreement which allows for the City to acquire the needed property rights. FISCAL IMPACT: There is no fiscal impact to the City per the Agreement on August 23, 2005 which requires the Developer to pay all costs necessary for the acquisition of the Property, including, but not limited to, payments for land and improvements on the land, severance damages, relocation assistance and benefits, attomey's fees, and other costs arising out of the City's acquisition of the properties. ATTACHMENTS: City/County Agreement ~Jmtract No. ()~, OS ' OO~ "livers ide Co. Transportation CITY - COUNTY AGREEMENT FOR THE WIDENING OF AND IMPROVEMENTS TO BUTTERFIELD STAGE ROAD THIS CITY-COUNTY AGREEMENT FOR THE WIDENING OF AND IMPROVEMENTS, TO BUTTERFIELD STAGE ROAD ("Agreement") is made and entered into as of U? - Le , 2006 by and between the CITY OF TEMECULA, a municipal corporation of the State of California, hereinafter designated "CITY", and the COUNTY OF RIVERSIDE, a public subdivision of the State of California, hereinafter designated "COUNTY". The CITY and COUNTY are sometimes referred to Collectively herein as the "Parties." RECITALS WHEREAS, Butterfield Stage Road is designated as an Arterial road in the City's General Plan; and WHEREAS, the CITY plans to cause certain improvements to Butterfield Stage Road to be constructed, including installation of full-width paving, curb and gutter, sidewalk, street lights, drainage facilities, signing and striping, utilities, and raised landscaped medians ("Project"); and WHEREAS, the Project is consistent with the CITY's General Plan and is necessary to maintain an acceptable level of service on Butterfield Stage Road and to mitigate the impacts of traffic from development in the vicinity of the Project; and WHEREAS, the street improvement plans, as planned and designed for the Project, are depicted on Exhibit "A" hereto, which is incorporated herein by this reference; and WHEREAS, segments of the right of way for the proposed street improvements are within the CITY and COUNTY jurisdictions; and WHEREAS, the Parties acknowledge that the CITY, acting as the Temecula Public Finance Authority (the "TPF A"), has formed a Community Facilities District ("CFD") for the purpose of providing a means of fmancing the construction and/or acquisition of certain streets, related drainage improvements, and park facilities to be owned and maintained by the CITY and certain street and related drainage improvements to be owned and maintained by the COUNTY; and WHEREAS, the Mello-Roos Community Facilities Act of 1982 (the" Act") (commencing with Section 53311 of the California Government Code ("Gov. Code") provides that the CFD may finance County Facilities only pursuant to a joint community facilities agreement adopted pursuant to Gov. Code Sections 53316.2, 53316.4 and 53316.6; and WHEREAS, the COUNTY, the CITY, and the TPF A entered into a Joint Community Facilities Agreement on November 1, 2004 ("JCF A") as required by the 1 II 086.0627/878659.1 JUN - 6 2006 3.51 aforementioned sections of the Gov. Code and said JCFA is incorporated herein by this reference; and WHEREAS, a portion of the street right of way needed for the Project was acquired by the COUNTY pursuant to the Certificate of Dedication recorded on December 26,1973 as Instrument No. 165950 of Official Records of the County of Riverside, which was accepted by the COUNTY pursuant to County Resolution 94-325; and WHEREAS, the County did not accept the 2: I slope easements referenced in Instrument No. 165950 pursuant to County Resolution No. 94-325; and WHEREAS, the construction ofthe Project, as planned and located, requires the acquisition of certain property interests from two assessor parcel numbers located in the COUNTY's jurisdiction; and WHEREAS, the realp'vp"';Y interests needed for the Project include a grading easement from the property commonly known as 41351 Armada Drive, Temecula, and identified as Assessor's Parcel Number 943-090-017, and a grading easement and retaining wall easement from the real property commonly known as 41333 Armada Drive, Temecula, and identified as Assessor's Parcel Number 943-090-016, which are located in the COUNTY's jurisdiction (referred to hereafter as "subject property interests"), the legal descriptions of which are attached hereto collectively as Exhibit "B" and incorporated herein by this reference; and WHEREAS, Section 1810 of the California Streets and Highways Code authorizes a city to "acquire, by purchase or eminent domain, property outside its boundaries in the unincorporated area of the county in which the city is located, if it is necessary to connect or widen the existing streets of the acquiring city and if the county consents" to the acquisition; and WHEREAS, the parties acknowledge that the street improvements for the Project would widen and improve Butterfield Stage Road consistent with Section 1810 ofthe Streets and Highways Code; and WHEREAS, the CITY agrees to have independent appraisals prepared for the subject property interests, and agrees to review and approve the appraisals and set just compensation pursuant to Government Code Section 7260 et seq., and to extend statutory offers to the record owners of the Subject Property Interests pursuant to Government Code Section 7267.2; and WHEREAS, the CITY agrees to negotiate in good faith with the record owners of the subj eet property interests in an effort to acquire the necessary property interests by negotiated agreement; and 2 11086.0627/878659.1 WHEREAS, the CITY and COUNTY acknowledge that if the CITY is not able to reach an agreement with the property owners for the acquisition of the subject property interests, CITY staff will recommend to the City Council that it consider adopting resolutions of necessity pursuant to Code of Civil Procedures section 1230.010, et seq., to acquire the subject property interests by eminent domain; and WHEREAS, the CITY and COUNTY acknowledge that this Agreement is neither a commitment nor an announcement of an intent by CITY to acquire by eminent domain any or all of the property interests affected by the Project and that only the Governing Body ofthe CITY, in the exercise of its discretion, can determine after public hearing whether the CITY will adopt a Resolution of Necessity to acquire the subject property interests by eminent domain. NOW, THEREFORE, it is mutually agreed by and between CITY and COUNTY as follows: 1. The Recitals set forth above are incorporated herein by this reference. 2. The work to be performed on the Project includes, but is not limited to, appraisal preparation, correspondence, negotiations and acquisition offers for right of way and related easements, environmental analysis, acquisition of all property needed for the Project, preparation of plans and engineering in connection with the Project, public meetings, and construction of the proposed improvements to and widening of Butterfield Stage Road described above. 3. Pursuant to Streets and Highways Code section 1810, the COUNTY concurs with the CITY's proposed acquisition of the subject property interests within the COUNTY's jurisdiction, shown on the Street Improvement Plans attached as Exhibit "A" hereto. Pursuant to Section 1810 of the Streets and Highways Code, the COUNTY shall accept as set forth in the JCF A all right-of-way acquisitions necessary for completion of the Project, deemed to be environmentally free of hazardous materials, within the COUNTY's jurisdiction, executed by the CITY in its capacity as lead agency for COUNTY. 4. CITY and COUNTY agree there will be no COUNTY participation in the cost, the work performed on the Project as described in paragraph 1 above, or the physical construction of the proposed widening of and improvements to Butterfield Stage Road. 5. If the CITY causes construction of the Project, CITY, as lead agency, shall be responsible and shall render all decisions for the completion of all duties concerning right of way, related easements, and construction ofthe Project within the CITY and COUNTY jurisdictions. The parties acknowledge that having the CITY act as lead agency on this Project will facilitate the coordination and construction of the Project. This shall not impact the COUNTY's right under the JCFA to inspect and approve the work pursuant to the JCF A or its acceptance of the facilities in its jurisdiction pursuant to the JCFA. 3 11 086.0627/878659.1 a. CITY warrants to COUNTY that if it causes the construction ofthe Project, it shall cause the completion ofthe construction in the COUNTY jurisdiction as shown on the plans attached as Exhibit "A" hereto, which as of the date ofthis Agreement have been preliminarily approved by the COUNTY's Transportation and Land Management Agency and which are on file in the CITY's Public Works Department. The COUNTY will give final approval to these plans after certain easements are recorded by Ashby USA, LLC pursuant to the JCF A. CITY agrees that it will not cause the physical construction of the Project to be commenced until the COUNTY gives final approval to the plans. These plans are referred to hereafter as the "approved Project plans." b. The Parties agree that the COUNTY shall be entitled to review and comment on any modifications to the approved Project plans proposed by the City after the date of this Agreement. CITY Agrees to provide to the Director of the COUNTY Transportation and Land Management Agency, a copy of any proposed modifications to the approved Project plans at least ten business days prior to the intended approval by the CITY Director of Public Works. c. If the COUNTY requests changes to the CITY's proposed modifications described in paragraph 4(b) above, the CITY Engineer, or his Designee, and the COUNTY Engineer, or his Designee, shall meet to identify reasonably feasible means to incorporate the COUNTY's proposed modifications into such modified plans. CITY agrees to incorporate all requested modifications deemed reasonable by the CITY Engineer and COUNTY Engineer for portions of the Project lying in the unincorporated area of the COUNTY. 6. The parties agree that the COUNTY may make periodic inspections of all Project work performed in the unincorporated area of COUNTY. Upon completion of the project consistent with the approved Project plans, the COUNTY will accept the roadway improvements in the unincorporated area for public roadway purposes pursuant to the terms of the JCFA. 7. CITY warrants to COUNTY that if the CITY causes construction of the Project, the letting of said contract or contracts and construction of the Project shall be completed pursuant to the JCF A. 8. CITY warrants to COUNTY that ifthe CITY causes the construction of the Project, the contractor or contractors for the construction herein will be required to furnish a Faithful Performance Bond and a Labor and Materials Bond pursuant to the JCF A. Said contract or contracts will be required by CITY to carry sufficient public liability, property damage, and Workers' Compensation Insurance pursuant to the JCFA. 9. COUNTY shall not be liable or responsible for, and CITY hereby expressly promises to defend and hold COUNTY harmless from any injury, damage, or loss suffered, sustained, or claimed as a result of CITY's acts or omissions under this Agreement. 4 11086.0627/878659.1 10. The parties may terminate this Agreement upon providing thirty (30) days written notice to the other party mailed by first-class mail and addressed as follows: a. CITY: William G. Hughes, Director of Public Works/ City Engineer City of Temecula 43200 Business Park Drive Post Office Box 9033 Temecula, California 92589-9033 With a copy sent to Peter M. Thorson, City Attorney, addressed as follows: Peter M. Thorson, City Attorney Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071-3101 b. COUNTY: Tony Carstens, Director of Riverside County Transportation and Land Management Agency 4080 Lemon Street, 14th Floor Post Office Box 1605 Riverside, California 92502-1605 With a copy sent to Joe S. Rank, County Counsel, addressed as follows: Joe S. Rank, County Counsel County of Riverside 3535 10th Street, 3rd Floor Riverside, California 92501-3674 Execution ofthe foregoing Agreement has been authorized by Resolution No. duly passed by the City Council of the City ofTemecula on . 2006 and by Resolution No. , duly passed by the Board of Supervisors of the County of Riverside, State of California, on ,2006. IN WITNESS WHEREOF, this agreement has been executed by the respective parties hereto through their respective authorized officers in Riverside County, the day and year first above written. 5 11 086.0627/878659.1 COUNTY OF RIVERSIDE, political subdivision of the State of California pt19 :8t1Ak By: Robert A. Buster, Chairman Riverside County Board of Supervisors ATTEST: ancy Romero Clerk of the Riverside County Board of Supervisors Approved as to Form: By: ,~S\I r._~ Joe S. Rank County Counsel Recommended for Approval: BY~ ~~ r"/"- TonY Carstep{ Director offuverside County Transportation and Land Management Agency 6 CITY OF TEMECULA, a municipal corporation By: Ron Roberts, Mayor City of Temecula ATTEST: Susan Jones City Clerk Approved as to Form: By: Peter M. Thorson City Attorney Recommended for Approval By: William G. Hughes Director of Public Works/ City Engineer 11086.0627/878659.1 01/24/2006 TUE 11:12 FAl 951 69~ 3929 City of Teaecula i ~002l005 '. Poge 1 of2 EXumIT "A" LIMITS OF GRADINC EASEMENT ThatportiODofParco13 ofParco1Map NO 10791 aspecmap reeordodinBook 57, P8B81 97 and Sl8 of Parcel Maps in the office of the County Recorder of said County, beins: a portion of'V ol"t'no Pauba, in thfl COllnty of Nlvmdfl, Statfl ofCahmmlll, ilMmibfllf AI': t""OWI':: CODUDencIDg at the centerline interBeCtlon at Butlertielel Stap Road (110 tel:t wIele) and Rancho Calttomla Road (110 teet wiele) as shown on said map: '1"hcm:c alol1lthe ccmcrllne otButtcr1l.e14 StaiC Road. North 41039"1 ~ West 576.99 filet 10 the WuIJlWOSIta ly prolon,galiol\ oCtile l\ortllwostOlly line of said Parcol3; ~ o1oDg said...., iL.."..{yprolonptioD, North 58019'48" .Eut55.21 foot to tho mofi 'lVoetcrly oomec of IlIIid PlIRo13.lIlIid point boiu8 on the 0lIIIt line of IIlIid Butterfield ShtSe Rol1lf. said point lIlllO beioa the TRUE POINT OF THE BEGINNING; Theace along the north.. ,....._;y line of said Parcel 3, North 58019'48" East 90.08 teet; Thence leaving ~aid northwesterly line, South ;4~"~~' 19" F.a.'It 1 08.SS feet; Them'.. South 4'(":4:1'4'/" JIm 143.02 feet; Thence South :4S"~~':~4"l'last 3:4.1)9 feet; Thence SollLh 02037'22" Easl4l.18 file!; Thcnco South 39031 '09" East 130.38 feet; Thenoe South 15"27'21" Bast 72.11 feet to the ooutbllllllterly line ofoaid Poreel3, said Jloint I.\lso being 0. point on the northlll'ly right of'wo.y of'said Rancho Clllif'omio. Roo.d; theiace along said right of way the iOilowing 2 COt1rses: I) South 58"12'20" West 5.29 feet; 2) Nwlh 81"'43'21" WCIIL 33.19 Cca:llu lhc tllIlI~ly ri!:hI-uC-wuy line uClllI.ill BuUedleld Slali\l:llWlId. lIlIid puwL II1tiu b~ lhe wca;Lwly line ufllllid Pun:el 3; Thcnoo along said casterl)' line ofBultomold Slago Road and wostorl)' line of sllid Ps:rco13, North 41039'51" West 499,49 foot to tho TRUE POINT OF BEGINNINC: r,IAIAllIIDOOOS\IAipl DonripliomlSlopc: nu.......II"'lopc:..."" p1lr31'l1(10791.dOG EXHIBIT "B" 01/24/2008 TUB 11:12 FAl 951 8~' 3929 City of Telecula i ~003/005 Pas_:1 of2 All 811 shawn on K1Chihit "an attached herewith lll1d made a part hereof. ThllllbQve dosorlbcd parcel C<lntains 37.627 square feet (O.Rfi4 8Ilrell), mnnlor IMS. Semlll'd J. MehaJly, P.L.S. 7629 Bxpb:es 12131/06 Date: P:\AIASHBOOOS\LcpJ Oolcrlpl!onR\!llllJl.lla..."ontoI.lnjlA ""COt por9 PM10?PI.doa EXHIBIT "B" ,,~ ~~ ~i>fl 01/2(/2008 TOE 11:12 FAl 951 8~~ 3929 City of Teaecula .~ . . \ T.~.OJl. NO. L1 L2 LJ 1.4 I l5 I L6 I L1 I L8 I . I L9 I I L10 I or PREPARED BY' ....V.WAN. -A...OIAT..- 1IlII___.__ --- TIII.~t.INO.MX:-IVOD'JII~17 DATE: FEBRUARY 09.2005 BeRNARD J. UelNALL Y, PloS 7629 l!XPIRES 12/31/006 ~004/005 PAGE I OF' t I BEARING NSS. ''''4S''E , N5S- 19'4S"( S35.55:,9"( 547- 33'47"E I S35- 55'34"E I 502- 37'22"E I S39" 31'09"E , S15- 21'21"E ,. SSS- 12'20"W i . N81.4J'21"W I DIST ANCf; 55.21~ 90.08' 108.55' 1'13.02' 33.09' <1-1.1S' 130.38' 12.11' 5.29' 33.19' " ~/ '{ &~ Vr" ~ ',~"lr 1'J~ '~~ ~ ,"~ </'0 " ' ...... .0 , ...~,~ f)';J'~~" . ~~ " , , , 1>0 " -&- ,./~ ""0 " /' O~ , L1 9,/ ~ "\~:~~~'\~ r?<.~'\>-~ ,/ , "'.. J/F'}"O V', /- ~\;,. /' ~~ , , PARCEL 3 PARCEL MAP NO. 10791 P.M.B. 57/97-98 L.EGEND SCALE ;. 1".'00' LIMITS OF GHAIlIN(; POINT Of COMMENCEMENT TRUE POINT OF' BEGINNING AHbA= .H,fi?f 5,1'. COUNTY OF RIVERSIDE R,ANCHO PAU",A f I P.O.C. T.P.O.B. LIMITS OF GRADING EASEMENT Ol/W2008 ,TllE 11: 13 FAX 951 8'1 \m9 City of Telecula .. , ~005/005 EXHIBIT "B" P^CE 2 OF" 2 MURRIETA . HOT SPRINGS I SPl'UNGS ROAD MUHHlETA ~C1f NOT TO SCALE ~ml mil, i ~ PROJECT TEMECUlA L LOCATI.", OAUFORNIJI \: ROAD - \ VICINITY MAP -' ....- N.T.S. PREPMED BY' _"VI. WAN. -......0.",...- 1IlII___-... __tIlM MlllGllOl147IO'I\IX:'-"'UlSf DATE. FEBRUARY 09.2005 COUNTY OF RIVERSIDE RANCHO PAUBA LIMITS OF' GRADING EASEMENT Page lof2 EXHmIT "A" GRADING EASEMENT That portion of Parcel 2 of Parcel Map NO 10791 as per map recorded in Book 57, Pages 97 and 98 of Parcel Maps in the office of the County Recorder of said County, being a portion of Rancho Pauba, in the City of Temecula, County of Riverside, State of California, described as follows: Commencing at the centerline intersection of Butterfield Stage Road (I 10 feet wide) and Rancho California Road (110 feet wide) as. shown on said map: Thence along the centerline of Butterfield Stage Road, North 41040'12" West 576.99 feet to the southwesterly prolongation of the southeasterly line of said ParcelZ: Thence along said southwesterly prolongation, North 58019'48" East 55.84 feet to the most southerly comer of said Parcel 2, said point being on the east line of said Butterfield Stage Road, said point also being the True Point of Beginning; Thence along the southeasterly line of said Parcel 2, North 58019'48" East 82.56 feet to a line parallel with and 82.56 feet northeasterly of the east line of said Butterfield Stage Road; Thence leaving said southeasterly line along said parallel line, North 41040'12" West 13.50 feet; Thence North 86031'36" West 38.14 feet; Thence North 55046'43" West 39.95 feet: Thence North 49052'15" West 150.94 feet; Tha....,.... \.T^-....1.. 100A'l'nO" 't11est '1"1 ..to .&'................... 1:_... _~~_11...1 ....:...1.. __.:I 31::. 1<"\ ~__4. __.....__1_. _-C4.L_ _""...,'" .......w......V'oI "'V.LU& ..." ~J vu n "JM,"TU J.liOiv\. \.V g LlUv !-'Q.l.Wlvl WJUl CU1U .J.l~ .lYC... vi:1o::iU;i11Y VL uu::: tii:USL line of said Butterfield Stage Road; Thence along said para1lelline, North41040'IZ" West 9.81 feet; Thence North 86"24'15" West 20.81 feet; Thence North 56'17'28" West 20.00 feet Thence North 33003'06" West 38.75 feet to the northerly line of said Parcel 2: Thence along said northerly line South 51"21'28" West 21.26 feet to the east line of said Butterfield Stage Road; Thence along said east line South 41040'12" East 327.69 feet to the True Point of Beginning; P:\A\ASHB0005\DGN\PLATS\walllGrading easement.doc EXHIJIIT "G" . . All as shown on Exhibit "B" attached herewith and made a part hereof. The above described parcel contains 11,982 square feet (0.275 acres), more or less. This real property description has been prepared by me, or under my direction, in confonnance with the Professional Land Surveyors Act. Bernard J. Mclnally, P.L.S. Date: P:\A\ASHB0005\DGN\PLATS\walI\Grading easement.doc Page 2 of2 " " , " <9;", /'~ " ~~...<"~ .l'V?o ./A" ". Vo;. "(' ,I:l h ~" <) ... "', <; (f' ...." <.J-. J' '" ~.> /' , "'1Q " ~ ' " ~O ''f;-;/ ^\:>-~ '" '"S10 ' <(-..V /' " ~\\\:>- ,/" 1t: ' .\~ /" 17?".s'.> '\. <' O<:f:. , _Q2-~ <y /' ""0',9, ~ ~\.K' ~~ '\, ~~/ ,lO ~ P.O.C. 'Ct.'/" <(-..\:>-~/'" /" EXHIBIT "B" I '~ NO. BEARING Ll N58019'48"E L2 N58" 19'48"E I L3 N41" 40'12"W I L4 N8S" 51'3S"W , L5 I N55" 46'43"W 1 I LS I N49" 52'15"W I I L 7 j N19" 43'OS"W I I LS I N41" 40'12"W 1 L9 I N8S" 24'15"W I L 10 I N56"17'2S"W I L 11 I N33003'OS"W I I L 12 I 551" 21'2S"W I SCAlE: 1".,00' , PARCEL 2 PARCEL MAP NO. 10791 P.MB. 57/97-98 LEGEND I LIMITS OF GRADING bnl' r.v.". 1":t^11.I'r ^r- l'^l'l't"'..."rl,,"UT run, I vr \lVMMC...."C-MC.111 T.P.O.B. TRUE POINT OF BEGINNING AREA= 10.510 S.F. PREPARED BY: . I DAVID EVAN8 ---. AIlDA880CIATE8INO. F'lAND )\ 800 North Haven Avenue, Suite 300 /1' ~ Ontario California 91764 1:1 ~ TEL: (909)481,s?SO' FAX: (909)481,s?57 ~ glltnlltd J. Ilo'nonv .~ DATE: FEBRUARY 09.2005 ... Exp. 12.31-06 ) . ~\.. No. _ 7620 ~*j BERNARD J. MclNALL Y. PLS 7629 ~OF c# EXPIRES 12131/2006 - PAGE 10F 2 DIST ANCE 55.84' 82.5S' 13.50' 38.14' 39.95' 150.94' 32.49' 9.81' 20.S1' 20.00' 3S.75' 21.2S' COUNTY OF RIVERSIDE SECTIONS 28 AND 33 T7S. R2W LIMITS OF GRADING EXHIBIT "B" PAGE 2 OF 2 " J MURRIETA HOT SPRINGS I SPRINGS MURRIETA \,\01 ~ NOT TO SCALE ROAD ~~ ROAD i: a: ~5w :~ ffiti PROJECT TEMECULA / LOCATION CAUFORN~ \ROAD VICINITY MAP N,T.S. PREPARED BY: . I DAVID EVANS ANDASSoCIATES INC. 800 North Haven Avenue, Suite 300 Ontario California 91764 TEL: (909)481-5750. FAX: (909)481-5757 COUNTY OF RIVERSIDE SECTIONS 28 AND 33 ns. R2W LIMITS OF GRADING Page I of2 EXHIBIT "A" RETAINING WALL EASEMENT That portion of Parcel 2 of Parcel Map NO 10791 as per map recorded in Book 57, Pages 97 and 98 of Parcel Maps in the office of the County Recorder of said County, being a portion of Rancho Pauba, in the City ofTemecula, County of Riverside, State of California, described as follows: Commencing at the centerline intersection of Butterfield Stage Road (110 feet wide) and Rancho California Road (110 feet wide) as shown on said map; Thence along the centerline of Butterfield Stage Road, North 41040'12" West 576.99 feet to the southwesterly prolongation of the southeasterly line of said Parcel 2; Thence along said southwesterly prolongation, North 58019'48" East 55.84 feet to the most southerly comer of said Parcel 2, said point being on the east line of said Butterfield Stage Road, said point also being the True Point of Beginning; Thence along the southeasterly line of said Parcel 2, North 58019'48" East 82.55 feet to a line paxallel with and 82.55 feet northeasterly of the east line of said Butterfield Stage Road; Thence leaving said southeasterly line along said parallel line, North 41040'12" West 8.04 feet; Thence North 86051 '36" West 44.90 feet; Thence North 55046'43" West 39.95 feet; Thence North 49052'15" West 147.48 feet; Thence Nort..h 19043'08" West 41.07 feet to a line pa....allel \vith and 34.02 feet easterly of the east line of said Butterfield Stage Road; Thence along said parallel line, North 41040'12" West 5.97 feet; Thence South 48019'48" West 34.02 feet to the east line of said Butterfield Stage Road; Thence along said east line South 41040'12" East 254.13 feetto the True Point of Beginning; All as shown on Exhibit "B" attached herewith and made a part hereof. The above described parcel contains 9,333 square feet (0.214 acres), more or less. P:IAIASHBOOOS\DGNlPLA TSlwalllRctaining wall easement.doc . " , Page 2 of2 This real property description has been prepared by me, or under my direction, in confonnance with the Professional Land Surveyors Act. Bernard J. McInaIly, P.L.S. Date: P:\AIASHBOOOS\DGNlPLATSlwalllRetaining wall ...ementdoc PREPARED BY: . I DAVID EVAN8 ~ -A880CIATI!8INO. FLAIIO ~ 800 North Haven Avenue, Suite 300 f>t.~" ~ Ontario Cellfornla 91764 . I:J ~ TEL: (909)481-5750. FAX: (909)481-5757 ::!i 9"r....d J.llclno1lv i DA TE: FEBRUARY 09. 2005 If Exp. 12-31-08 {);O' 7829-=iJ BERNARD J. MclNALLY, PLS 7629 ~OF c, EXPIRES 12/3112006 - " l I NO. I /L1 I L2 1L3 I L4 I I L5 I I L6 I L7 I I LS I I L9 I LEGENO , , P.O.C. T.P.O.B. BEARING N5S" 19'4S"E N5B019'4S"E N41" 40'12"W N86051'36"W I N550 46'43"W I N49052'15"W I N190 43'08"W I N41040'12"W I S48019'48"W I EXHIBIT "B" I / PAGE I OF 2 I DISTANCE 55.84' 82.55' 8.04' 44.90' 39.95' 147.48' 41.07' 5.97' 34.02' ~ " '\. , <9 c:.>' /\. \. /~ ' ~..<' ~ /~ \.. ,so.. ( "f) c,c.; .1'0 0', "0. .,<i \. ?" S' '\. (' ~, %- \., .{;.. \. ~O 'Y>-)-'; ("\~\) ./ ;,;to ' ~v / \. ~\\~ ,"/ 'k ' .\~ ,,/ "?o.t~ 2-- X()~,,/' ,,"'ot~. '\ c,~'v:K . ~.........___'.v"/ ~\c,'0(),,/'~()'C. ~~\:-.../ ,,/ SCALE: '".'00' PARCEL 2 PARCEL MAP NO. 10791 P.MB. 57197-98 LIMITS OF EASEMENT POINT OF COMMENCEMENT TRUE POINT OF BEGINNING AREA= 9,333 S.F. COUNTY OF RIVERSIDE SECTIONS 28 AND 33 T7S,R2W RETAINING WALL EASEMENT . EXHIBIT "B" PAGE 2 OF 2 MURRIETA HOT SPRINGS MURRIETA ~01 NOT TO SCALE ROAD ~g ~-~; ~t3 PROJECT TEMECULA / LOCATION CAlIFORNI6.. \ROAD VICINITY MAP N.T.S. PREPARED BY' .- I DAVID EVANS AMDASSoelATES IND. 800 North Haven Avenue, Suite 300 Ontarto Califomia 91764 TEL: (909)481-5750. FAX: (909)481-5757 COUNTY OF RIVERSIDE SECTIONS 28 AND 33 T7S,R2W RETAINING WALL EASEMENT +'0 o - \I ~: <t c.> </l ..... .0) t-.. I~-- . , II ITEM NO.6 II , II - " " I I I II II __. . I Approvals City Attorney Director of Finance City Manager ~(" CIZ ~ CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Anthony Elmo, Director of Building and Safety DATE: July 11, 2006 SUBJECT: Approve a fourth amendment for plan review services and a new agreement for FY 2006/2007 PREPARED BY: Diane Ball, Administrative Assistant RECOMMENDATION: That the City Council approves: 1. A fourth amendment to the agreement for Consulting Services with Esgil Corporation for Plan Check Services which includes an additional appropriation in the amount of $82,500 to complete Fiscal Year 2005/2006. 2. An agreement for Consulting Services with Esgil Corporation to provide Plan Check Services for Fiscal Year 2006/2007 in the amount of $375,000. BACKGROUND: The Building and Safety Department has exceeded activity forecasts made earlier this year due to the local and regional development related fees that will increase on July 1, 2006. Subsequently, the Professional Services Contract amount will be exceeded. This amendment will provide the additional funds to compensate Esgil Corporation forthis additional plan check work. The city has enjoyed a productive and efficient plan review relationship with Esgil for the past twelve (12) years. Esgil Corporation is the sole provider for our outside plan review services and continues to provide an outstanding level of quality plan review, as well as meeting city commitments to our customers for plan review turn around times. Due to the quality of services rendered by Esgil Corporation the city staff wishes to continue this positive relationship without consideration of additional potential consultants. FISCAL IMPACT: 1. This appropriation request for Account Number 001-162-999-5248, "Consulting Services", is supported by plan review fees off set by revenue already collected. No other funds are necessary to subsidize this request. 2. Adequate funds are approved in Fiscal Year 2006/2007 Operating Budget Account Number 001- 162-99-5248, "Consulting Services" for this purpose. ATTACHMENTS: Fourth Amendment FY 2005/2006 and New Agreement FY 2006/2007 FOURTH AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND ESGIL CORPORATION THIS FOURTH AMENDMENT is made and entered into as of Julv 11 . 2006 by and between the City of Temecula, a municipal corporation and Esgil Corporation. 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 Julv 1. 2004 the City and Consultant entered into that certain agreement entitled "City ofTemecula Agreement for Plan Review Services" ("Agreement") in the amount of Two Hundred Thousand Dollars $200,000 plus a 10% contingency. B. The contract was amended on June 28, 2005 and added an additional One Hundred Forty Nine Thousand One Hundred Thirty Dollars ($149,130). C. The contract was amended on April 25, 2006 and added an additional one hundred fifty seven thousand ($157,000) plus a 10% contingency. The parties also changed the terms of payment for services and amended the Agreement as set forth in this Amendment. D. The parties wish to amend the existing agreement by adding and additional Eighty Two Thousand Five Hundred Dollars ($82,500). 2. follows: Section 4a. PAYMENT of the Agreement is hereby amended to read as "A. The City agrees to pay Consultant monthly, in accordance with the payment rates and terms and the schedule of payment set forth in Exhibit B, attached hereto and incorporate herein by this reference as though set forth in full, based upon actual time spent on the above tasks. This Fourth Amendment amount shall not exceed eight two thousand five hundred dollars ($82,500) for a total contract amount of five hundred eighty eight thousand six hundred thirty dollars ($588,630)." 3. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. Cl rHNDOrV7:.:l4n:DUC\NETTEMr\504:::\M;):c'rDF:::1L!ljl~'.DU(' 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA BY: Ron Roberts, Mayor ATTEST: BY: Susan W. Jones, CMC, City Clerk Approved As to Form: BY: Peter M. Thorson, City Attorney CONSULTANT BY: NAME: Richard Esgate, President Cl rHNDOrV7:.:l4n:DUC\NETTEMr\504:::\M;):c'rDF:::1L!ljl~'.DU(' 2 CITY OF TEMECULA AGREEMENT FOR CONSULTANT SERVICES TIDS AGREEMENT, is made and effective as of July 1, 2006, between the City of Temecula, a municipal corporation ("City") and Esgil Corporation, ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM, This Agreement shall commence on July 1, 2006, and shall remain and continue in effect until tasks described herein are completed, but in no event later than June 30, 2007, unless sooner terminated pursuant to the provisions of this Agreement. 2. SERVICES. Consultant shall perform the tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A 3. PERFORMANCE. Consultant shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunuer in meeting its obligations unuer this Agreement. 4. PAYMENT, a. The City agrees to pay Consultant monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B for a total amount of $3 75,000 00 Contractor will submit invoices monthly for actual services performeu. Invoices shall be submitteu on or about the first business uay of eachrnonth, for services provided in the previous month. Payment shall be made within thirty (31 I) days of receipt of each invoice. 5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the consultant at leastten (1 0) days prior written notice. Uponreceipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City pursuant to Section 3 6. DEFAULT OF CONSULTANT. a. The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunuer arises out of causes beyonu the Consultant's control, anu 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 conuitions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision ofthis 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. 1 7. OWNERSIDP OF DOCUMENTS. a. Consultant shall maintain complete amI accurate recorus with respect to sales, costs, expenses, receipts amI other such information requireu by City that relate to the performance of services unuer 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 identifieu amI readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software amI haruware for purposes of accessing, compiling, transferring anu printing computer files. c. With respect to the design of public improvements, the Consultant shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Consultant. 8. INDEMNIFICATION. The Contractor shall defend, indemnify and hold harmless the City, and its agents and employees from and against any and all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from the Contractor's acts or omissions pursuant to this contract. The City shall indemnify and hold harmless ESGIL and its agents and employees from and against all claims, damages, losses and expenses, including attorneys' fees arising out of or resulting from the City's acts or omissions pursuant to this contract. 9. FREEDOM OF LIABILITY. The Contractor and Contractor staff, when performing duties as representative ofthe City, shall have the freedom from liability contained in the applicable section pertaining to the powers and duties of the building official, of the most recent adopted edition of the Califomia Building Code. 10. FINAL DECISION AUTHORITY. The City's Chief Building Official shall have final decision authority over the results of the plan check by the Contractor and all work performed by the Contractor shall be to the satisfaction of the Chief Building ()fficial. In instances where the permit applicant takes exception to the Contractor's interpretation of the regulation containeu in Title 24, the Building Official shall render a final decision utilizing, as deemed al'l'Wl,,;ate, the resources of the City Attomey and/or Board of Appeals. 11. TNSIJRANCR RROIJTRRMRNTS, 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 hereunuer by the Consultant, its agents, representatives, or employees. a. Minimum Sr.o!1~ ofTnsunmr.~. Coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 00(1). (2) Insurance Services Office form number C A 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). (3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. (4) Errors and omissions liability insurance appropriate to the consultant's profession. 2 b. Minimum T ,imits of Tnsurance. Consultant shall maintain limits no less than. (I) General Liability. $1,111111,11111 1 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other fonn with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (2) Automobile Liability' $1,111111,111111 per accident for bodily injury and property damage. (3) Employer's Liability. $1,111111,11111 1 per accident for bodily injury or disease. (4) Errors and omissions liability' $1,000,000 per occurrence. c. Deductih1es and Se 1f-T nsured 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 ueuuctibles or self-insureu retentions as respects the City, its officers, officials, employees anu volunteers; or the Consultant shall procure a bond guaranteeing payment oflosses and related investigations, claim administration and defense expenses. d. ()th~r Tnsllr~nr.~ Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: (I) The City, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers. (2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance anu 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, retum receipt requested, has been given to the City e. Ar.r.~!1t:;Jhi1ity ofTnSl]r~rs. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A VII, unless otherwise acceptable to the City f Verification of Covera~e. Consultant shall fumish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf The endorsements are to be on fonns provided by the City All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage relJ.uireu by these specifications. 3 12. INDEPENDENT CONTRACTOR. a. C'onsultant is ami shall at all times remain as to the C'ity a wholly independent contractor. The personnel performing the services under this Agreement on behalf of C'onsultant shall at all times be under C'onsultant's exclusive direction and control. Neither City nor any of its officers, employees or agents shall have control over the conuuct 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 C'ity, or bind C'ity in any manner b. No employee benefits shall be available to Consultant in connection with the perfonnance of this Agreement. Except for the fees paid to C'onsultant as provided in the Agreement, C'ity shall not pay salaries, wages, or other compensation to C'onsultant for performing services hereunder for C'ity C'ity shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 13. LRGAL RRSPONSTRTLTTTRS. The Consultant shall keep itself infonned of State and F ederallaws and regulations which in any manner affect those employed by it or in any way affect the perfonnance of its service pursuant to this Agreement. The C'onsultant shall at all times observe and comply with all such laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section. 14. RELEASE OF INFORMATION. a. All information gained by C'onsultant in performance of this Agreement shall be considered confidential and shall not be released by C'onsultant without C'ity's prior written authorization. C'onsultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the C'ity Attomey, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performeu unuer 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 oruer or subpoena. b. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be serveu with any summons, complaint, subpoena, notice of ueposition, request for uocuments, interrogatories, request for au.rnissions or other uiscovery request, court oruer or subpoena from any party regaruing this Agreement and the work performed thereunder or with respect to any project or property located within the City City retains the right, but has no obligatio, to represent Consultant anu/or be present at any ueposition, hearing or similar proceeding. C'onsultant agrees to cooperate fully with C'ity and to provide C'ity 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, uirect, or rewrite saiu response. 15. NOTICES. Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (I) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, retum receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice To City' City of T emecula Mailing Address: POBox 9033 Temecula, Califomia 92589-9033 432()() Business Park Drive T emecula, Califomia 92590 Attention. City Manager To Consultant: Esgil Corporation 9320 Chesapeake Dr. #208 San Diego, C'A 92123 Attention. Richard Esgate, President 4 16. ASSIGNMENT. The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies uue hereunuer, without prior written consent of the City Upon termination of this Agreement, Consultant sole compensation shall be the value of the City of the services rendered. 17. 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. 18. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govem the rights, obligations, duties and liabilities of the parties to this Agreement and also govem the interpretation ofthis Agreement. Any litigation concerning this Agreement shall take place in the municipal. superior, or federal district court with geographic jurisdiction over the City of Temecula. In the event of litigation between the parties conceming this Agreement, the prevailing party as determined by the Court, shall be entitled to actual amI reasonable attorney fees amI litigation costs incurreu in the litigation. 19. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties relating to the obligations of the parties uescribeu in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own inuepemlent investigation of any amI all facts such party ueems material. 20. AIJTHORTTY TO EXECUTE TffiS 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 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA Bv Ron Roberts, Mayor Attest: Susan W Jones, MMC', C'ity ('jerk Appraved As to Form. Peter Thorson, C'ity Attomey CONSULTANT ESGIL C'ORPORATION Richard Esgate, President Esgil C'orporation 6 EXHIBIT A TASKS TO BE PERFORMED PLAN (,HE(,KING Provide a complete plan check service to the City of T emecula including analysis for compliance with the City's adopted uniform codes as follows: Building code requirement including: D Requirements based upon type of occupancy D Requirements based upon type of construction D Engineering regulations including seismic loaus D Detailed regulations of construction D Fire resistive stanuanls for fire protection D Fire and life safety requirements D Accessibility to the physically handicapped National Electrical ('ode requirements Uniform Plumbing Code requirements Title 24 energy conservation compliance City's arnenu.rnents to the uniform caues. 7 EXHIBIT B CITY OF TEMECllLA Esgil Corporation's plan review fee shall be 75', of the inspection portion of the City's inspection portion of the building permit fee. Plan check fee for repetitive identical buildings shall be 75', of the inspection portion of the City's Permit Fee as noted above for the first, or basic building, and 15', of the inspection portion of the City's Permit Fee as noted above for each repetitive building. The single fee includes all rechecks and there are no additional charges for preliminary plan check conferences at our office, e,cpedited processing, or checking plans that are eventually found to be incomplete. Revisions to previously approved plans will be at Esgil Corporation's published hourly rates. 8 I~-- . , II ITEM NO.7 II , II - . . . I I II II __. . I APPROVAL CITY ATTORNEY ~ DIRECTOR OF FINANCE_ :;:",- -== CITY MANAGER L:fl/ v CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Mitch Aim, Chief of Police DATE: July 11,2006 SUBJECT: General Maintenance Expenditure with Quaid Temecula Harley-Davidson PREPARED BY: Heidi Schrader, Management Analyst RECOMMENDATION: That the City Council: 1. Approve the expenditure of $7,000 in FY 05/06 with Quaid Temecula Harley-Davidson for repair and maintenance of Police motorcycles. 2. Approve an annual expenditure of $35,000.00 plus a 10% contingency in FY 06/07 with Quaid Temecula Harley-Davidson for repair and maintenance of Police motorcycles. BACKGROUND: The City of Temecula purchases Police motorcycles and service and maintenance from Quaid Temecula-Harley Davidson. Under the current service agreement with Quaid, the City pays for general wear and tear maintenance and non-warranty repairs such as new tires, brake pads and oil changes. In Fiscal Year 2005-06 $32,700 was expended in maintenance and service charges. This is a $14,000 increase from the previous year. This increase can be attributed to the addition of two new motorcycles to the Police Department Traffic Enforcement fleet as well as a larger patrol area, due to the Redhawk annexation. In addition, grant overtime operations and extra duty Hot Spot enforcement have added to the overall wear and tear on the motorcycles. It is anticipated that Hot Spot enforcement operations will continue. In addition, a new Office of Traffic Safety grant will begin in the current Fiscal Year, which will increase the use of the Police motorcycles. All of this has a direct impact on the wear and tear of the Police motorcycles and the required maintenance service. FISCAL IMPACT: Adequate funds exist within the 2005-06 and 2006-07 Police Department budgets to make this purchase. C\ WINDOWS\apsdoc\riettemp'4544 \$ASQpdf81 0608 .doc I~-- . , II ITEM NO.8 II , II - . . . I I II II __. . I Approvals City Attorney Director of Finance City Manager ~~ /;IJL ~ CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: William G. Hughes, Director of Public Works/City Engineer DATE: July 11, 2006 SUBJECT: Grant of Easement to Rancho California Water District for the Purpose of Correcting a Previously Recorded Easement located within Pala Community Park PREPARED BY: Ronald J. Parks, Deputy Director of Public Works Steve Charette, Associate Engineer RECOMMENDATION: That the City Council: 1. Adopt a resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A GRANT OF EASEMENT TO RANCH CALIFORNIA WATER DISTRICT FOR THE PURPOSE OF CORRECTING A PREVIOUSL Y RECORDED EASEMENT LOCATED WITHIN PALA COMMUNITY PARK 2. Direct City Clerk to forward the approved Grant of Easement to Rancho California Water District for their acceptance and recordation. BACKGROUND: On November 22, 1993 the City Council granted an easement to Rancho California Water District (RCWD) for water utility purposes adjacent to Temecula Lane and within Pala Community Park. The water pipelines and appurtenances were installed to provide a water supply for the proposed Pala Park and also the Subdivision Tract 21067 west of the park. Recently RCWD informed the City of Temecula that two errors were present in the recorded easement legal description. Specifically, two bearings are incorrect. The first bearing, located atthe southerly end of the easement, and identified as, "North 53d 36' 44" West 89.96 feet" should read "North 53d, 36' 49" West 89.96 feet". The second bearing located at the northerly end of the easement is one-hundred eighty degrees in the wrong direction. Said bearing, "North 87d 01' 09" West 45 feet" should read "South 87d 01' 09" East 45 feet". The legal description has been revised to include the corrected bearings and is attached herewith along with a new grant easement for approval by City Council. The grant easement will then be forwarded to RCWD for recordation. FISCAL IMPACT: None ATTACHMENTS: 1. Resolution No. 2006_ 2. Grant of Easement Deed with Legal Description labeled Exhibit "A" & Plat labeled Exhibit "B" RESOLUTION NO. 06- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A GRANT OF EASEMENT TO RANCH CALIFORNIA WATER DISTRICT FOR THE PURPOSE OF CORRECTING A PREVIOUSLY RECORDED EASEMENT LOCATED WITHIN PALA COMMUNITY PARK THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOllOWS: WHEREAS, The City of Temecula constructed improvements at the Pala Community Park in 1994 resulting in the installation of a water system for the park, and said system required the installation of pipelines and appurtenant structures by Rancho California Water District (RCWD); and, WHEREAS, Rancho California Water District required the grant of an easement in order to maintain said pipelines and appurtenant structures; and, WHEREAS, The Grant of Easement with attached legal description and plat map was recorded with the County Recorder's Office on January 18,1994; and, WHEREAS, Certain errors in the legal description and plat map of said easement were recently discovered by Rancho California Water District; and, WHEREAS, Rancho California Water District requires the recordation of a revised Grant of Easement that includes the corrected legal description labeled Exhibit "A" and the plat map labeled Exhibit "B" attached hereto in order to provide continued access to said pipelines and appurtenant structures; and, WHEREAS, the City Council of the City of Temecula hereby desires to grant to Rancho California Water District said revised easement to provide continued access to said pipelines and appurtenant structures; THEREFORE, BE IT RESOLVED, that the City Council approved that certain 'Grant of Easement' attached hereto as Exhibit 1 and authorizes the Mayor to execute the Grant of Easement on behalf of the City. Exhibits A and B are exhibits to the Grant of Easement and not the Resolution.. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 11th day of July, 2006. Ron Roberts, Mayor ATTEST: Susan W. Jones, MMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 06- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 11th day of July, 2006, by the following vote: AYES: COUNCIL MEMBERS: COUNCIL MEMBERS: COUNCIL MEMBERS: COUNCIL MEMBERS: NOES: ABSENT: ABSTAIN: Susan W. Jones, MMC City Clerk Recording Requested by RANCHO CALIFORNIA WATER DISTRlCf After Recordation Return to: Rancho California Water District 42135 Winchester Road Post Office Box 9017 Temecula, CA 92589-9017 Space Above This Line for Recorder's Use GRANT OF EASEMENT FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, City o,fTemecula, a Municipal Corporation hereby GRANT(S) to RANCHO CALIFORNIA WATER DISTRICT, a public corporation, a perpetual non--exc1usive easement and rightvof-way for pipeline or pipelines. together with incidental.appurtenances, connections, and structures in, over, under, upon, along, through. and across the real property situated in the County of Riverside, State of Cali forma, hereinafter described; See Exhibit "'A," attached hereto and in......_ r-- ..~ed herein by reference, The easement granted herein is illustrated on Exhibit "R," attached hereto for reference only. together with the right to grade and improve said right-oC-way and to enter upon and to pass and repass over and along said strip of land fOf the construction, operation, and maintenance of the facilities to be constructed in said easements by the RANCHO CALIFORNIA WATER D1STRlCf. It is understood and agreed that the easement<; and rights-of-way acquired herein are subject to the right of the owner, his successors and assigns, to use the surface of the land within the boundary lines of said easement<; and right<;~of-way to the extent that such .use is compatible with the full and:free exercise of said easement<; and right<;-of-way by the RANCHO CALIFORNIA WATER DISTRICT; provided; however, that no fences, block walls or other structures, or other improvement<; shall be constructed upon, over, and along said easements and right<;-of-way without ftrst obtaining the written consent of the RANCHO CALIFORNIA WATER DISTRICT. No fill or paving of any nature shall be placed or maintained over the surface of the ground, nor shall any earth be removed from the cover of said pipeline after consbuction, without first obtaining the written approval of the RANCHO CALIFORNIA WATER DISTRICT. This easement is being recorded to correct an error in the legal description and plat of tbe original easement recorded January 18,1994 as Instrument Number 18853. IN WITNESS \VHEREOF, this instrument has been executed this _ day of 2006. CITY OF TEMECULA \.,oKJJ.rJCATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the deed or grant dated 2006 from By: Ron RobertS, Mayor ATIEST: to Rancho California Water District, a public agency and subdivision in the State of California, is hereby accepted by order of the undersigned officer on behalf of the Board of Directors pursuant to the authority conferred by Resolution No. 2004-~-2 of the Board of Directors adopted on May 13, 2004 and the grantee consents to .........~.:.....:...u thereof by its duly authorized officer. By: Susan w.Jones,MMC Cil)'Clerlc APPROVED AS TO FORM: DATED: ,2006 By: Peter M. Thorson, Cil)' Attorney RANCHO CALIFORNIA WATER DISTRICT By: Brian J. Brady, Gene~1 Manager 06\A W:lm\Grnnl of Easement City ofTemecula 2 EXHIBIT "B" 1!.(\d)1"~@ 1"~ ::g~~0' ~@l ::g~~/~H~ . I b I'" I j '0 1\ 00 II . jr ~ UJ -I <( () (f) 1P'$,~~[g1!. ~ . IF'~ ~~n::g-O'~ <v . . ~ ,Ji'."5 ~'.<V 4' ~ cle iCLE ENGINEERING, INC. == 41601 Oote St. Murrieta. CA. 92562 Phone: 951.698.1830 Fax: 951.698.8656 DATE:4/05/06 I JOB NO. 06024.1021DRAWN BY:JM <. EXHIBIT "A" WATER FACILITIES EASEMENT In the City of Temecula, County of Riverside, State of California, All those portions of Lots 87, 88 and 89, together with those portions of Lettered Lots "D" and "H", of Tract 21067, recorded in Book 231 Pages 41 through 48 inclusive of Maps, in the Office of the County Recorder of said County, lying within a strip of land thirty feet wide, 15.00 feet on each side of the following described centerlines: PARCEL 1 COMMENCING at the Southeasterly corner of said Lot "H", said point being also in the centerline of Temecula Lane, 60.00 feet wide, as shown on Parcel Map No. 8856, recorded in Book 41, Pages 72 and 73 of Parcel Maps, Official Records of said County; thence along said centerline North 53036'49" West 89.96 feet; thence North 40038'19" West 50.00 feet to the TRUE POINT OF BEGINNING, said point being also on a 290.00 foot radius curve concave Southwesterly, a radial line to said point bearing North 40037'45" East; thence Northwesterly along said curve through a central angle of 04013'46", a distance of 21.41 feet; thence, tangent to said curve, North 53036'01" West 128.69 feet to a point hereinafter referred to as Point "A"; thence continuing North 53036'01" West 110.96 feet to the beginning of a 300.00 foot radius curve concave Northeasterly; thence Northwesterly along said curve through a central angle of 17039'19" a distance of 92.44 feet to the beginning of a compound curve concave Northeasterly having a radius of 438.00 feet; a radial line to said point bearing South 54003'18" West; thence Northwesterly along said curve through a central angle of 15056'11" a distance of 121.83 feet to the beginning of a second compound curve concave Northeasterly, having a radius of 293.00 feet, a radial line to said point bearing South 69 059' 29" West; thence Northwesterly along said curve through a central angle of 17001'40" a distance of 87.08 feet; thence tangent to said curve North 02058'51" West 82.23 feet; thence South 87001'09" East 45.00 feet to the end of the herein described line PARCEL 2 Beginning at Point "A", hereinbefore described in Parcel 1 above, thence North 36023'59" East 47.50 feet to the end of the herein described line. The herein described easement shall be augmented by an easement 5.00 feet on both sides of and extending 5.00 feet beyond all pipeline appurtenances including, but not limited to, fire hydrant assemblies, air vacuum/air release assemblies, blow-off assemblies, detector checks, and service connections from the pipeline to the water meter box. The sidelines of said 1 O.OO-foot easements are to be prolonged or shortened to create full 1 O.OO-foot easements at all intersecting courses. 06024 REVISED 94-18853.doc I~-- . , II ITEM NO.9 II , II - . . . I I II II __. . I Approvals City Attorney Director of Finance City Manager ~ IJJL L/ CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Herman D. Parker, Director of Community Services DATE: July 11, 2006 SUBJECT: First Amendment to the Agreement with the Friends of the Temecula Children's Museum PREPARED BY: Phyllis L. Ruse, Deputy Director of Community Services RECOMMENDATION: That the City Council: 1. Approve the First Amendment to the Agreement between the City of Temecula and the Friends of the Children's Museum for the operation of the Children's Museum gift shop. 2. Accept certain in-kind services as payment in full of the license fee obligation for the Gift Shop. BACKGROUND: On March 16, 2004, the City Council approved the Cooperative Agreement between the City of Temecula and Friends of the Temecula Children's Museum forthe Support of the Temecula Children's Museum and Operation of the Children's Museum Gift Shop. The agreement provides for the Friends of the Temecula Children's Museum ('Association") operate the Children's Museum gift shop, solicit sponsorships and donations for the museum, and to offer other support and assistance through program enhancement, special events and new exhibits. The agreement further provides for the Association to pay to the City 12% of their net revenues during the first eighteen months of operations of the gift shop and 15% of net revenues for subsequent years. Other funds collected by the Association through donations, sponsorships, and special events are also to be used for the support of the Children's Museum. This is in keeping with the Association's primary mission, which is to sponsor fundraising activities to assist and enhance in the operations and maintenance of the museum facility and programs. Since undertaking this responsibility, the Association has found it difficult to successfully operate the gift shop solely with volunteers, as first intended. The Association has found it necessary to hire a full time staff member to maintain the day-to-day operations of the gift shop. The proposed amendment is similar to the one in place with Temecula Valley Museum, Inc., the non-profit group that operates the gift shop at the Temecula Valley Museum. Amendment NO.1 to the Agreement would suspend the payment and accrual of the license fee obligation for the gift shop from June 27, 2006 to July 1,2009. It will further accept in-kind services to date as payment of the license fee obligation from March 16,2004 to June 27, 2006. These in- kind services include, but are not limited to, staff salaries paid to date, special events funded by the Association, and volunteer assistance with programming. FISCAL IMPACT: The Association will continue to pay all costs associated with the operations of the gift shop, including staff salaries, payroll taxes, inventory, etc. The Association will also continue to provide assistance with special events and programming atthe Children's Museum. ATTACHMENTS: Amendment NO.1 to Agreement FIRST AMENDMENT TO "COOPERATIVE AGREEMENT BETWEEN CITY OF TEMECULA AND FRIENDS OF THE TEMECULA CHILDREN'S MUSEUM FOR THE SUPPORT OF THE TEMECULA CHILDREN'S MUSEUM AND OPERATION OF THE CHILDREN'S MUSEUM GIFT SHOP THIS FIRST AMENDMENT is made and entered into by and between the City of T emecula, a municipal corporation ("City") and the Friends of the T emecula Children's Museum, a California non-profit corporation ("essociation"), as of July, 11 2006. hl consideration of the mutual covenants, conditions and undertakings set forth herein, the parties agree as follows: 1. Recitals. I1lis Agreement is made with respect to the following facts and purposes which each ofthe parties acknowledge and agree are true and correct: a. On March 16, 2004, the City and the Association entered into that certain agreement entitled: "Cooperative Agreement Between City of Temecula and Friends ofthe Temecula Children's Museum for the Support or the Temecula Children's Museum and Operation of the Children's museum Gift Shop" ("Agreement") b. Association has been operating the Gift Shop since the Children's Museum opened. c. Association now seeks a repeal ofthe license fee for the Gift Shop so as to enable it to develop the business and establish its inventory. 2. Snspension of License Fee. Section 4 of the Agreement is amended to provide that the payment and accrual of the license fee obligation for the Gift Shop is repealed effective as of June 27, 2006. 3. Remaining Provisions Not Affected. Except as specifically set forth herein, all other provisions ofthe Agreement shall remain in full force and effect. 4/12/00 museum.3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date first written above. CITY OF TEMECULA Ron Roberts Mayor ATTEST: Susan Jones, MMC City Clerk APPROVED AS TO FORM: Peter M. Thorson City Attomey FRIENDS OF THE TEMECULA CHILDREN'S MUSEUM, a California Non-Profit Corporation By: Name: Title: (Signatures of two corporate officers is required) By: Name: Title: 2 4/12/00 museum.3 TEMECULA COMMUNITY SERVICES DISTRICT Ii - II ITEM NO.1 0 I I MINUTES OF A REGULAR MEETING OF THE TEMECULA COMMUNITY SERVICES DISTRICT JUNE 13, 2006 A regular meeting of the City of Temecula Community Services District was called to order at 7:58 P.M., in the City Council Chambers, 43200 Business Park Drive, Temecula, California. ROLL CALL PRESENT: 4 DIRECTORS: Edwards, Naggar, Washington, and Comerchero ABSENT: 1 DIRECTORS: Roberts Also present were General Manager Nelson, City Attorney Thorson, and City Clerk Jones. PUBLIC COMMENTS No input. CSD CONSENT CALENDAR 28 Minutes RECOMMENDATION: 28.1 Approve the minutes of May 23, 2006. 29 Temecula Communitv Services District Fiscal Year 2006-2007 Annual Maintenance Acreements RECOMMENDATION: 29.1 Approve the Annual Maintenance and Construction Contracts for Fiscal Year 2006- 2007 with: 1. Rizzo Construction for an amount not to exceed $200,000.00 2. Moore Fence for an amount not to exceed $150,000.00 3. Strong Painting for an amount not to exceed $100,000.00 4. Alexander Pacific for an amount not to exceed $100,000.00 5. N.P.G., Inc. for an amount not to exceed $100,000.00 6. Imperial Paving Company, Inc. for an amount not to exceed $100,000.00 7. Monteleone Construction, Inc. for an amount not to exceed $100,000.00 R:\Minutes\061306 8. Craftsmen Plumbing for an amount not to exceed $75,000.00 9. Power Distributors, Inc. for an amount not to exceed $50,000.00 30 Second Amendment to the Elevator Service and Monitorinc Acreement with ThvssenKruoo Elevator for Fiscal Year 2006-2007 RECOMMENDATION: 30.1 Approve the Second Amendment with ThyssenKrupp Elevator for $7,100.00 to provide Elevator Service and Monitoring of all City elevators and extend the Agreement to June 20, 2007. 31 Doc Park at Redhawk Communitv Park RECOMMENDATION: 31.1 Approve a temporary dog park and the construction of a permanent dog park facility at Redhawk Community Park; 31.2 Find that the proposed off-leash area is exempt from the provisions of California Environmental Quality Act because it is categorically exempt under the Class 1 Categorical Exemption, Existing Facilities (14 Cal. Code Regs. 315301), Class 4 Categorical Exemption, Minor Alterations to Land (14 Cal. Code Regs. 315304), and Class 23 Categorical Exemption, Normal Operations of Facilities for Public Gatherings and direct the City Manager to file a Notice of Exemption as required by law. (Item No. 31 was pulled for separate action, see pages 3-6.) 32 Third Amendment to the Citywide Tree Maintenance Services Acreement with West Coast Arborists for Fiscal Year 2006-2007 RECOMMENDATION: 32.1 Approve the Third Amendment with West Coast Arborists, Inc. for $100,000.00 plus a 10% contingency of $10,000.00 to provide Citywide Tree Maintenance Service and extend the Agreement to June 30, 2007. 33 Second Amendment to the Facilitv Alarm System Service and Monitorinc Acreement with Comouter Alert Svstems for Fiscal Year 2006-2007 RECOMMENDATION: 33.1 Approve the Second Amendment with Computer Alert Systems, Inc. for $30,000.00 to provide Alarm System Service and Monitoring for City Facilities and extend the Agreement to June 30, 2007. R:\Minutes\061306 2 34 First Amendment to the Water Management/Maintenance Services Acreement with Marine Biochemists for Fiscal Year 2006-2007 RECOMMENDATION: 34.1 Approve the First Amendment with Marine Biochemists for $78,260.00 to provide Water Management/Maintenance Services for Harveston Lake Park and Temecula Duck Pond and extend the Agreement to June 30, 2007. 35 Second Amendment to the Janitorial Services Acreement for Park Restrooms and Picnic Shelters with Morris Mvers Maintenance for Fiscal Year 2006-2007 RECOMMENDATION: 35.1 Approve the Second Amendment with Morris Myers Maintenance for $80,000.00 to provide Janitorial Services for Park Restrooms and Picnic Shelters and extend the Agreement to June 30, 2007. 36 Citv Facilities Janitorial Services RECOMMENDATION: 36.1 Approve the Agreement with T and T Janitorial in the amount of $119,486.88 for Janitorial Maintenance Services for City Facilities. MOTION: Director Edwards moved to approve Consent Calendar Item Nos. 28-30 and 32-36 (Item No. 31 was pulled for separate discussion). Director Washington seconded the motion and electronic vote reflected approval with the exceotion of Director Roberts who was absent. CONSENT CALENDAR ITEM CONSIDERED UNDER SEPARATE DISCUSSION 31 Doc Park at Redhawk Communitv Park RECOMMENDATION: 31.3 Approve a temporary dog park and the construction of a permanent dog park facility at Redhawk Community Park; 31.4 Find that the proposed off-leash area is exempt from the provisions of California Environmental Quality Act because it is categorically exempt under the Class 1 Categorical Exemption, Existing Facilities (14 Cal. Code Regs. 315301), Class 4 Categorical Exemption, Minor Alterations to Land (14 Cal. Code Regs. 315304), and Class 23 Categorical Exemption, Normal Operations of Facilities for Public Gatherings and direct the City Manager to file a Notice of Exemption as required by law. R:\Minutes\061306 3 Director of Community Services Parker provided a staff report (of written material), advising that at the June 12, 2006, Community Services Commission meeting, the Commission heard testimony from approximately 45 individuals; that approximately 13 were opposed to the construction of the dog park; that approximately 32 individuals were in support of the proposed dog park at Redhawk Community Park; and that at the conclusion of the meeting, the Community Services Commission, with the exception of Commissioner Hogan who was absent, voted to approve the temporary/permanent dog park at Redhawk Community Park. Advising that the City will be strictly enforcing the leash law, City Manager Nelson stated the following: D That Anima/ Friends of the Valley will be assisting the City with enforcing the leash law D That the City's Code Enforcement will also be enforcing the leash law D That the newly approved Park Ranger position will as well be monitoring the park for violations D That signs will be posted throughout the park, displaying the rules/regulations of the dog park D That if a dog were not licensed or vaccinated, the dog will not be able to use the dog park D That individuals who violate the leash law will be cited. Clarifying for the Directors and the public, Director of Community Services Parker also noted that all dogs utilizing the dog park would need to be licensed, vaccinated, and on a dog leash until the dog enters the unleashed area and that individuals who do not abide by the rules will be cited. Referencing Director Naggar's comments, all dog owners will be accessing the dog park at their own risk and that dog owners will be expected to bring only those dogs that are well socialized to the park. Referencing the implementation of a dog park at Redhawk Community Park, City Attorney Thorson noted that based on all provisions of the City's Code, the City would have full authority to adopt an off-leash designation for the Redhawk Community Park; that individuals had an opportunity to speak at the Community Services Commission meeting; that there is no language in the old County Zoning Ordinance No. 348, in the current Zoning Code, in the Redhawk Specific Plan, in the California Environmental Quality Act (CEQA), or in any other stated law that would require extensive notification my mail prior to making this particular change; and that the proposed modifications would be viewed as typical park recreation and, therefore, would not require the formal notification process. Ms. Willa Bagwell, representing Anima/ Friends of the Valley, noted the following: D That officers will be patrolling and enforcing the City's leash law D That any dogs over four months of age would be required to be vaccinated and licensed D That any dog owner caught violating the leash law will be cited D That public safety would be the main concern. R:\Minutes\061306 4 In response to Director Edwards' query, City Attorney Thorson stated that there would be stronger enforcement mechanisms available if it were the desire of the City Council and that administrative/civil penalties would be available, advising that the fines would substantially increase. Ms. Bagwell noted that the fine would increase each time an individual is cited; that the fourth citation would be written as misdemeanor; that fines would range from $50 to $250; and that a civil penalty could go up to as much as $2,500 a day. At this time, the public hearing was opened. The following individuals spoke in favor of the proposed dog park at Redhawk Community Park: D Mr. Steve Mondero, Temecula D Ms. Donna Weiss, Temecula D Ms. Lynne Sorrentino, Temecula D Ms. Lois Miller, Temecula D Mr. Marc Green, Temecula D Mr. Michael Slocum, Temecula D Ms. Patty White, Temecula D Ms. Vikki Green, Temecula D Ms. Catherine Bagdasarian, Temecula D Mr. Randy Yount, Temecula D Ms. Trina Snow, Temecula D Mr. David Rothstein, Temecula D Mr. Matt Pegues, Temecula. The above-mentioned individuals spoke in favor of the proposed dog park at Redhawk Community Park for the following reasons: D That such a park would meet a certain need in the City of Temecula D That many dog owners in the community would use the proposed dog park D That the construction of three dog parks in the City ( northern, central, and southern) would be beneficial to the community as a whole D That the proposed Redhawk Community Park location would be an excellent choice for a dog park D That the only individuals against the dog park would be those residents that abut the park D That Redhawk Community Park was built for the whole community, not just for those residents who abut the park D That Redhawk Community Park is a large enough park to accommodate many uses/users; that the proposed area would be far enough removed from the play area as well as the entrance to the park The following individuals spoke in opposition to a dog park at Redhawk Community Park: D Ms. Freddie Wiemer, Temecula D Mr. Don Swift, Temecula D Ms. Betty Johnson, Temecula R:\Minutes\061306 5 D Mr. Dennis Trombine, Temecula D Mr. Ken Johnson. The above-mentioned individuals spoke in opposition to the dog park at Redhawk Community Park for the following reasons: D That dog owners have been in violation of the leash law for years D That dog owners have not been responsible in cleaning up after their dogs D That Wolf Valley Park should be considered versus Redhawk Community Park D That public noticing was not properly administered D That other sites for a dog park should be explored D That a dog park in the Redhawk Community would increase traffic. At 9:08 pm, the public hearing was closed. Understanding the need for dog parks and advising that he is not a dog owner, Director Washington noted that, in his opinion, Redhawk Community Park would be an ideal location for a dog park. Noting that every park in the City should be used to its fullest capacity, Director Naggar stated that, in his opinion, Redhawk Community Park is not being utilized to its fullest extent; expressed his support of the proposed location; and requested that a zero-tolerance protocol with regard to the leash law be implemented. Referencing the concerns of the opposing individuals, Director Edwards noted that it would be her opinion that all issues of concern have been addressed; concurred with zero tolerance for leash law violators; supported the construction of a dog park at Redhawk Community Park; and requested that a restroom be installed at this park. Speaking in full support of the proposed dog park at Redhawk Community Park, President Comerchero noted that the proposed park is a large enough park to accommodate a dog park as well as other everyday uses; stated that Redhawk Community Park, in his opinion, I currently underutilized; relayed that the fenced area for dogs will allow safer opportunity for other that play at the park; and viewed the construction of a dog park as an amenity that the park will not be changed but rather will have another amenity added to it. MOTION: Director Naggar moved to approve staff recommendation, subject to the adoption of zero tolerance with regard to leash laws and licensing/vaccination laws. Director Washington seconded the motion and voice vote reflected approval with the exceotion of Director Roberts who was absent. Director Comerchero thanked all the above-mentioned speakers for their input. R:\Minutes\061306 6 CSD BUSINESS 37 Review and Adootion of FY2006-2007 Annual Ooeratina Budaet 37.1 Adopt a resolution entitled: RESOLUTION NO. CSD 06-07 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA ADOPTING THE FY 2006-07 ANNUAL OPERATING BUDGET AND ESTABLISHING CONTROLS ON CHANGES IN APPROPRIATIONS By way of a PowerPoint presentation, General Manager Nelson reviewed the proposed Annual Operating Budget (as per staff report and as was presented at the May 17, 2006, Budget Workshop). General Manager Nelson, for Director Edwards, noted that funding for the TAP Program will not be an issue. With regard to the REST Program, General Manager Nelson, for Director Naggar, advised that approximately $21 million of REST monies, over the past five years, has benefited the residents and that approximately $30 million of REST monies since the inception of the program. Concurring with Director Edwards' request to construct a restroom at the Redhawk Community Park, General Manager Nelson noted that funds necessary for the construction of a restroom will be made available. Commenting on the history of the Redhawk Community Park, Director Washington stated that the City does not build 14-acre passive parks and viewed this large park as a waste of beautiful park space that is not being enjoyed by the community. The District Members concurred that it would be its will to construct a restroom at the Redhawk Community Park. MOTION: Director Naggar moved to adopt Resolution No. CSD 06-07. The motion was seconded by Director Edwards and electronic vote reflected approval with the exceotion of Director Roberts who was absent. CSD DIRECTOR OF COMMUNITY SERVICES REPORT Community Services Director Parker thanked his staff for its efforts associated with the Recreation Brochure and encouraged the public to take advantage of the many various activities. CSD GENERAL MANAGER'S REPORT No additional comment. R:\Minutes\061306 7 CSD BOARD OF DIRECTORS' REPORTS No additional comments. CSD ADJOURNMENT At 9:40 p.m., the Temecula Community Services District meeting was formally adjourned to Tuesday, June 27, 2006, at 5:30 P.M., for a Closed Session, with regular session commencing at 7:00 P.M., City Council Chambers, 43200 Business Park Drive, Temecula, California. Jeff Comerchero, President ATTEST: Susan W. Jones, MMC City Clerk/District Secretary [SEAL R:\Minutes\061306 8 MINUTES OF A REGULAR MEETING OF THE TEMECULA COMMUNITY SERVICES DISTRICT JUNE 27,2006 A regular meeting of the City of Temecula Community Services District was called to order at 7:34 p.m., in the City Council Chambers, 43200 Business Park Drive, Temecula, California. ROLL CALL PRESENT: 5 DIRECTORS: Edwards, Naggar, Roberts, Washington, and Comerchero ABSENT: o DIRECTORS: None Also present were General Manager Nelson, City Attorney Thorson, and City Clerk Jones. PUBLIC COMMENTS No input. CSD CONSENT CALENDAR 21 Professional Services Aareement for TCSD Landscaoe Plan Check and Insoection Services RECOMMENDATION: 21.1 Approve a one (1) year Professional Services Agreement with Community Works Design Group for TCSD landscape plan check and inspection services in the amount of $60,000 and authorize the Board President to execute the agreement. 22 Acceotance of a Landscaoe Maintenance Easement Deed alona Date Street within the Harveston Develooment RECOMMENDATION: 22.1 Accept the Landscape Maintenance Easement Deed for certain areas along Date Street within the Harveston Development. 23 Inclusion of Tracts into Service Level B and Service Level C for Fiscal Year 2006-2007 RECOMMENDATION: 23.1 Adopt a resolution entitled: R:\Minutes\062706 RESOLUTION NO. CSD 06-08 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA ACCEPTING CERTAIN TRACTS INTO TCSD SERVICE LEVEL B FOR PURPOSES OF FUNDING THE ENERGY CHARGES FOR RESIDENTIAL STREET LIGHTS BEGINNING FISCAL YEAR 2006-2007 23.2 Adopt a resolution entitled: RESOLUTION NO. CSD 06-09 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA ACCEPTING CERTAIN TRACTS INTO SERVICE LEVEL C BEGINNING FISCAL YEAR 2006- 2007 24 Arts Council Community Grant Aareement RECOMMENDATION: 24.1 Approve the Community Grant Agreement between the Temecula Community Services District (TCSD) and the Arts Council of Temecula Valley in the amount of $40,000. MOTION: Director Washington moved to approve Consent Calendar Item Nos. 21-24. The motion was seconded by Director Edwards and electronic vote reflected unanimous approval. CSD PUBLIC HEARING 25 TCSD Pro Dosed Rates and Charaes for Fiscal Year 2006-2007 RECOMMENDATION: 25.1 Adopt a resolution entitled: RESOLUTION NO. CSD 06-10 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA ADOPTING RATES AND CHARGES FOR SERVICE LEVEL B - RESIDENTIAL STREET LIGHTING, SERVICE LEVEL C - PERIMETER LANDSCAPING AND SERVICE LEVEL D - REFUSE AND RECYCLING COLLECTION SERVICES FOR FISCAL YEAR 2006-2007 25.2 Adopt a resolution entitled: R:\Minutes\062706 2 RESOLUTION NO. CSD 06-11 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA ADOPTING RATES AND CHARGES FOR SERVICE LEVEL R - ROAD MAINTENANCE SERVICES FOR FISCAL YEAR 2006-2007 By way of overheads, Community Services Director Parker reviewed the staff report, highlighting the proposed rates (as per agenda material). In response to President Comerchero's inquiry, Community Services Director Parker noted that the challenge of retaining the fees at the same rate or at a minimal increase is becoming more difficult to achieve. At this time, the public hearing was opened; there being no public input, the hearing was closed. MOTION: Director Naggar moved to adopt Resolution Nos. CSD 06-10 and CSD 06-11. Director Edwards seconded the motion and electronic vote reflected unanimous approval. CSD DEPARTMENTAL REPORT 26 Community Services Deoartment Monthlv Reoort No additional comments CSD DIRECTOR OF COMMUNITY SERVICES REPORT Community Services Director Parker invited the community to the Fourth of July Extravaganza, advising that the Parade will begin at 10:00 AM. in Old Town and that the Family Fest will begin at 1 :00 P.M. at the Ronald Reagan Sports Complex with the Fireworks Show beginning at 9:00 P.M. Mr. Parker reminded the public of the many recreational activities available including the S.MAR.T. Program, Movies in the Park Program, etc. CSD GENERAL MANAGER'S REPORT No additional comment CSD BOARD OF DIRECTORS' REPORTS No additional comments. R:\Minutes\062706 3 CSD ADJOURNMENT At 7:44 P.M., the Temecula Community Services District meeting was formally adjourned to Tuesday, July 11, 2006, at 5:30 P.M., for a Closed Session, with regular session commencing at 7:00 P.M., City Council Chambers, 43200 Business Park Drive, Temecula, California. Jeff Comerchero, President ATTEST: Susan W. Jones, MMC City Clerk/District Secretary [SEAL R:\Minutes\062706 4 Ii - '" ITEM NO. 11 I I Approvals City Attorney Director of Finance City Manager v /;IJL ~ TEMECULA COMMUNITY SERVICES DISTRICT AGENDA REPORT TO: General Manager/Board of Directors FROM: Herman D. Parker, Director of Community Services DATE: July 11, 2006 SUBJECT: Amendment to Graphic Design Agreement with Adkins Consulting PREPARED BY: Phyllis L. Ruse, Deputy Director of Community Services RECOMMENDATION: That the Board of Directors approve the third Amendment to the Agreement with Adkins Consulting in the amount of $9,525 for a total agreement amount of $34,425 for the design of a brochure for the 2007 Temecu/a Presents season. BACKGROUND: On February 10,2005, the City Manager executed an Agreementfor graphic design work with Adkins Consulting for the Old Town Temecula Community Theater. Subsequent to that, the City Manager has executed Amendment Nos. 1 and 2 to the Agreement, making the total value of the Agreement $24,900. Some of the services provided by Adkins Consulting have been: o Design the Theater logo, tickets, color palette and other print materials o Develop Theater grand opening and other promotional materials o Design and implement the Theater website o Design and layout the semi-annual Cultural Arts Brochure One of the City's goals in operating the Theater has been to maintain a readily identifiable design so that all theater materials and City-produced performances will be easily recognized by patrons. Adkins Consulting has created an integrated and united design for all theater materials. Based on the City's desire to preserve and expand the use of the design, Adkins Consulting is a sole source for the theater graphic design services. Staff is preparing for the second season of City-produced performances, Temecu/a Presents. Some of the graphic design services needed to promote this series are brochures, stationary, envelopes, signage, and other materials. A third amendmentto the existing Agreement is proposed to provide for the necessary graphic design for these marketing materials. FISCAL IMPACT: The cost of the additional graphic design services for the second season Temecu/a Presents offerings is $9,925, making the total agreement with Adkins Consulting $34,425. Sufficient funds are available in the TCSD fiscal year 2005/06 budget. ATTACHMENTS: Third Amendment to Agreement with Adkins Consulting THIRD AMENDMENT TO AGREEMENT BETWEEN TEMECULA COMMUNITY SERVICES DISTRICT AND ADKINS DESIGN GRAPHIC DESIGN SERVICES THIS THIRD AMENDMENT is made and entered into as of July 11, 2006 by and between the City of Temecula Community Services District, a municipal corporation ("City") and Adkins Design Consulting AKA: Roberta W. Adkins ("Consultant/Artist"). 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 February 10, 2005 the City and Consultant/Artist entered into that certain agreement entitled "City of Temecula Agreement for Graphic Design ("Agreement") in the amount of $1,100.00. B. On May 20, 2005 the agreement was amended to increase the payment for services in the amount of $16,800.00 (Amendment #1). C. On October 21, 2005 the agreement was amended to increase the payment for services in the amount of $7,000.00 (Amendment #2). D. The parties now desire to increase the payment for services in the amount of $9, 525.00 and extend the term of the Agreement to June 30, 2007 and amend the Agreement as set forth in this Amendment. 2. Section 1 Term of the Agreement is hereby amended to read as follows: This Agreement shall commence on February 15, 2005 and shall remain and continue in effect until tasks described herein are completed, but in no event later than June 30, 2007 unless sooner terminated pursuant to the provisions of this Agreement. 3. Section 4.a Pavment of the Agreement is hereby amended to read as follows: a. The City agrees to pay Consultant/Artist monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B for services described in Section B of Exhibit A, attached hereto and incorporated herein by this reference as though set forth in full. The third amendment amount shall not exceed Nine Thousand Five Hundred and Twenty Five Dollars and No Cents ($9,525.00) for additional graphic design services for the City of Temecula Cultural Arts programs for a total contract amount, of Thirty Four Thousand Four Hundred Twenty Five Dollars and No Cents ($34,425.00). 4. Exhibit A & B to the Agreement is hereby amended by adding thereto the items set forth on Attachment "A" to this Amendment, which is attached hereto and incorporated herein as though set forth in full. 5. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. R:\Finance\Purchasing\Agreements.06-07.A-L\Adkins Design Amend 3.FIN05-23 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA BY: Jeff Comerchero, President ATTEST: BY: Susan W. Jones, MMC, City Clerk Approved As to Form: BY: Peter M. Thorson, City Attorney Adkins Design Consulting Attn: Robbie Adkins, Principal 45981 Classic Way Temecula, CA 92592 Phone 951-695-2662 BY: NAME: TITLE: BY: NAME: TITLE: (Two Signatures Required For Corporations) R:\Finance\Purchasing\Agreements.06-07.A-L\Adkins Design Amend 3.FIN05-23 2 ATTACHMENT A Exhibit A of the Agreement is hereby amended to read as follows: TASKS TO BE PERFORMED 1. Consultant/Artist shall provide non-exclusive design and consulting services to the Temecula Community Services District for various Cultural Arts programs as requested. Prior to any design or work to be performed Consultant/Artist shall discuss the project and design ideas with authorized City/Cultural Arts staff. The Consultant/Artist shall obtain authorization to proceed from authorized City/Cultural Arts staff prior to starting any work. 2. The City shall own all rights to any logotypes/artwork designed or developed by the Consultant/Artist. Exhibit B of the Agreement is hereby amended to read as follows: PAYMENT RATES AND SCHEDULE The City agrees to pay Consultant/Artist for work and/or services provided based on a project cost quote provided by the Consultant/Artist and approved by authorized City/Cultural Arts staff but in no event shall such sum(s) exceed 9,525.00. R:\Finance\Purchasing\Agreements.06-07.A-L\Adkins Design Amend 3.FIN05-23 3 REDEVELOPMENT AGENCY Ii - '" ITEM NO. 12 I I MINUTES OF A REGULAR MEETING OF THE TEMECULA REDEVELOPMENT AGENCY JUNE 13, 2006 A regular meeting of the City of Temecula Redevelopment Agency was called to order at 9:50 PM., in the City Council Chambers, 43200 Business Park Drive, Temecula, California. ROLL CALL PRESENT: 4 AGENCY MEMBERS: Comerchero, Edwards, Washington, and Naggar ABSENT: 1 AGENCY MEMBERS: Roberts Also present were Executive Director Nelson, City Attorney Thorson, and City Clerk Jones. PUBLIC COMMENTS No comments. RDA CONSENT CALENDAR 38 Minutes RECOMMENDATION: 38.1 Approve the minutes of May 23, 2006. MOTION: Agency Member Comerchero moved to approve the Consent Calendar. Agency Member Edwards seconded the motion and voice vote reflected approval with the exceotion of Agency Member Roberts who was absent. RDA BUSINESS 39 Review and Adootion of FY2006-2007 Annual Ooeratina Budaet RECOMMENDATION: 39.1 Adopt a resolution entitled: RESOLUTION NO. RDA 06-04 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA ADOPTING THE FY 2006-07 ANNUAL OPERATING BUDGET AND ESTABLISHING CONTROLS ON CHANGES IN APPROPRIATIONS By way of a PowerPoint presentation, Executive Director Nelson highlighted the staff report (as per agenda material and as was reviewed at the May 17, 2006, City Council Budget Workshop). R:\Minutes\061306 With regard to the approval of the various budgets, Agency Member Comerchero commended staff on its tremendous amount of effort and along with the Budget Workshop and noted that, therefore, the Council, District, and Agency can easily proceed with these budget approvals. MOTION: Agency Member Comerchero moved to adopt Resolution No. RDA 06-04. Agency Member Edwards seconded the motion and electronic vote reflected approval with the exceotion of Agency Member Roberts who was absent. 40 Review and Adootion of the FY 2007-11 Caoitallmorovement Budaet for the Redevelooment Aaencv!RDA) RECOMMENDATION: 40.1 Adopt a resolution entitled: RESOLUTION NO. RDA 06-05 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THE CAPITAL IMPROVEMENT PROGRAM FY 2007-11 AND ADOPTING THE CAPITAL IMPROVEMENT BUDGET FOR FY 2006-07 By way of a PowerPoint presentation, Executive Director Nelson highlighted the staff report (as per agenda material and as was reviewed at the May 17, 2006, City Council Budget Workshop). MOTION: Agency Member Comerchero moved to adopt Resolution No. RDA 06-05. Agency Member Washington seconded the motion and electronic vote reflected approval with the exception of Agency Member Edwards who abstained with regard to the Dalton Project only and Agency Member Roberts who was absent. RDA EXECUTIVE DIRECTOR'S REPORT No additional comment. RDA AGENCY MEMBERS' REPORTS No additional comment. R:\Minutes\061306 2 RDA ADJOURNMENT At 9:57 P.M., the Temecula Redevelopment Agency meeting was formally adjourned to Tuesday, June 27, 2006, at 5:30 P.M., for a Closed Session, with regular session commencing at 7:00 P.M., City Council Chambers, 43200 Business Park Drive, Temecula, California. Michael S. Naggar, Chairman ATTEST: Susan W. Jones, MMC City Clerk/Agency Secretary [SEAL] R:\Minutes\061306 3 MINUTES OF A REGULAR MEETING OF THE TEMECULA REDEVELOPMENT AGENCY JUNE 27,2006 A regular meeting of the City of Temecula Redevelopment Agency was called to order at 7:44 P.M., in the City Council Chambers, 43200 Business Park Drive, Temecula, California. ROLL CALL PRESENT: 5 AGENCY MEMBERS: Comerchero, Edwards, Roberts, Washington, and Naggar ABSENT: o AGENCY MEMBERS: None Also present were Executive Director Nelson, City Attorney Thorson, and City Clerk Jones. PUBLIC COMMENTS No comments. RDA CONSENT CALENDAR 27 Old Town Billboard Lease Aareement RECOMMENDATION 27.1 Approve a $43,500 Lease Agreement with Lamar Advertising Company for the Old Town Billboard. 28 Aareement Between Melodv's Ad Works and the Redevelooment Aaencv for FY 2006-07 RECOMMENDATION 28.1 Approve an agreement with Melody's Ad Works in the amount of $31 ,415.00 for promoting and marketing Special Events in Old Town. 29 Annual Contract for Kevser Marston Associates. Inc. for Real Estate Economic and Affordable Housina Consultina Services RECOMMENDATION 29.1 Approve an agreement with Keyser Marston Associates, Inc. in the amount of $75,000 to provide as-needed Real Estate Economic Consulting Services and authorize the Redevelopment Chairperson to execute the agreement; 29.2 Approve an agreement with Keyser Marston Associates, Inc. in the amount of $50,000 to provide as-needed Affordable Housing Consulting Services and authorize the Redevelopment Chairperson to execute the agreement. R:\Minutes\062706 MOTION: Agency Member Washington moved to approve the Consent Calendar. Agency Member Comerchero seconded the motion and electronic vote reflected unanimous approval. RDA DEPARTMENTAL REPORT 28 Redevelooment Deoartmental Monthlv Reoort RDA EXECUTIVE DIRECTOR'S REPORT No additional comment. RDA AGENCY MEMBERS' REPORTS No additional comment. RDA ADJOURNMENT At 7:45 P.M., the Temecula Redevelopment Agency meeting was formally adjourned to Tuesday, July 11, 2006, at 5:30 P.M., for a Closed Session, with regular session commencing at 7:00 P.M., City Council Chambers, 43200 Business Park Drive, Temecula, California. Michael S. Naggar, Chairman ATTEST: Susan W. Jones, MMC City Clerk/Agency Secretary [SEAL] R:\Minutes\062706 2 TEMECULA PUBLIC FINANCING AUTHORITY Ii - '" ITEM NO. 13 I I MINUTES OF A REGULAR MEETING OF THE TEMECULA PUBLIC FINANCING AUTHORITY MAY 23,2006 A regular meeting of the City of Temecula Public Financing Authority was called to order at 8:10 P.M., in the City Council Chambers, 43200 Business Park Drive, Temecula. ROLL CALL PRESENT: 5 AUTHORITY MEMBERS: Edwards, Naggar, Roberts, Washington, and Comerchero ABSENT: o AUTHORITY MEMBER: None Also present were Executive Director Nelson City Attorney Thorson and Deputy City Clerk Ballreich. PUBLIC COMMENTS No input. TPFA CONSENT CALENDAR 29 Minutes RECOMMENDATION: 29.1 Approve the minutes of February 28, 2006. 30 Refundina of Variable Rate Bonds of the Temecula Public Financina Authoritv for Community Facilities District No. 01-2 !Harveston) RECOMMENDATION: 30.1 Adopt a resolution entitled: RESOLUTION NO. TPFA 06-02 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY APPROVING A THIRD SUPPLEMENTAL INDENTURE OF TRUST AND AUTHORIZING AND DIRECTING OTHER ACTIONS RELATING TO THE REFUNDING OF OUTSTANDING BONDS FOR COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVESTON) MOTION: Authority Member Naggar moved to approve the Consent Calendar. Authority Member Comerchero seconded the motion and electronic vote reflected unanimous approval. R\M inutes.tpfa\052306 ADJOURNMENT At 8:11 P.M., the Temecula Public Financing Authority Meeting was formally adjourned. Ron Roberts, Chairman ATTEST: Susan W. Jones, CMC City Clerk/Agency Secretary [SEAL] R\M inutes.tpfa\052306 2 Ii - '" ITEM NO. 14 I I Approvals City Attorney Director of Finance City Manager v /;IlL ~ TEMECULA PUBLIC FINANCING AUTHORITY AGENDA REPORT TO: Executive Director/Authority Members FROM: Genie Roberts, Director of Finance DATE: July 11, 2006 SUBJECT: Conversion of Interest Rate on Outstanding Variable Rate Special Tax Bonds, and Issuance of Special Tax Refunding Bonds, for Community Facilities District No. 01-2 (Harveston) PREPARED BY: Polly von Richter, Senior Debt Analyst RECOMMENDATION: That the Board of Directors: 1. Adopt a resolution entitled: RESOLUTION NO. TPFA 06- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY OF THE CITY OF TEMECULA AUTHORIZING THE CONVERSION OF VARIABLE RATE BONDS TO FIXED RATE BONDS, AND THE ISSUANCE OF TWO SERIES OF SPECIAL TAX REFUNDING BONDS RELATED TO THE TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVESTON), APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS BACKGROUND: On August 29, 2002, the Authority issued $17,310,000 principal amount of variable rate bonds for its Community Facilities District No. 01-2 (Harveston) (the "CFD'). The variable rate bonds are payable from special taxes levied on property located in the CFD. The bonds were issued under an Indenture of Trust (the "Indenture"), as variable rate bonds. City Staff, working with the consultants to the Authority, have determined that it is in the best interest of the Authority and the homeowners in the CFD to convert the interest rate on the outstanding variable rate bonds to fixed rates, and to refund the converted bonds with two series of new fixed rate refunding bonds, in light of the development that has occurred in the CFD and in order to establish fixed annual debt service obligations for the bonded indebtedness of the CFD. The conversion of the variable rate bonds to fixed rate bonds, and the issuance of the fixed rate refunding bonds, will result in a fixed debt service obligation for the CFD at current market interest rates, and thereby remove any risk of major fluctuation in special tax levies from year to year in the CFD. The refunding bonds are expected to be issued in two series in order to obtain a lower overall interest cost. One series is expected to be insured by a municipal bond insurer, and the other series is expected to be uninsured. This form of bond structure has been used for other community facilities districts in the State where significant development has occurred, as is the case in the CFD. It is also expected that the bond insurance company will provide a surety bond for all or a portion of the reserve fund to be established for the senior series of the refunding bonds, which will reduce the principal amount of the refunding bonds that would otherwise need to be issued to repay the outstanding bonds and provide adequate reserves for the refunding bonds. In connection with the proposed interest rate conversion and bond refunding, there has been submitted to the Board of Directors for its approval a Fiscal Agent Agreement providing for the issuance of the two series of fixed rate refunding bonds of the Authority for the CFD, as well as a Preliminary Official Statement describing the refunding bonds, a bond purchase agreement to be used in connection with the sale of the refunding bonds and a Continuing Disclosure Agreement relating to the refunding bonds. If the Resolution is adopted by the Board of Directors, it is expected that the refunding bonds will be sold to Stone & Youngberg LLC in mid or late August, and conversion of the interest rate on the outstanding variable rate bonds to a fixed rate and the closing for the refunding transaction will occur on September 1 ,t FISCAL IMPACT: The outstanding variable rate bonds are not, and the converted fixed rate bonds and the refunding fixed rate bonds will not be, obligations of the City of Temecula, or general obligations of the Authority or the CFD, but are and will be, respectively, limited obligations of the Authority for the CFD secured solely by the special taxes levied in the CFD and amounts held in certain funds and accounts established under the documents providing for the terms of the respective bonds. All costs of converting the interest rate on the outstanding bonds and the refunding of the converted fixed rate bonds will be paid from amounts in the funds and accounts currently held under the Indenture forthe variable rate bonds, orfrom the proceeds of the refunding bonds. All administrative costs of the CFD and the bond program are paid from proceeds of the special taxes levied in the CFD. The CFD is only authorized to levy the special taxes on land included within the boundaries of the CFD. ATTACHMENTS: Resolution Fiscal Agent Agreement Bond Purchase Agreement Preliminary Official Statement Continuing Disclosure Agreement RESOLUTION NO. TPFA 06-D A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE CONVERSION OF VARIABLE RATE BONDS TO FIXED RATE BONDS, AND THE ISSUANCE OF TWO SERIES OF SPECIAL TAX REFUNDING BONDS RELATED TO THE TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01- 2 (HARVESTON), APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. This Board of Directors has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982 (the "Law"), to form the Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) (the "District"), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by the special taxes the proceeds of which are to be used to finance certain public improvements and refund certain prior indebtedness. Section 2. On August 29, 2002, the Temecula Public Financing Authority (the "Authority"), for and on behalf of the District, issued $17,310,000 principal amount of Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) Variable Rate Demand Special Tax Bonds, 2002 Series A (the "Prior Variable Rate Bonds"), the Prior Variable Rate Bonds having been issued under an Indenture of Trust, dated as of August 1, 2002 (as amended, the "Prior Indenture") to finance facilities authorized to be funded by the District and bonds authorized to be refunded by the District, and this Board of Directors has determined that, in light of the development that has occurred in the District and in order to establish fixed annual debt service obligations for the bonded indebtedness of the District, it is in the best interests of the Authority and the District that the Prior Variable Rate Bonds be converted under the provisions of the Prior Indenture to fixed rate bonds (the "Converted Fixed Rate Bonds") and that the Converted Fixed Rate Bonds be refunded immediately following such conversion. Section 3. There have been submitted to this Board of Directors for its approval a Fiscal Agent Agreement (the "Fiscal Agent Agreement") providing for the issuance of two series of special tax refunding bonds of the Authority for the District (collectively, the "Bonds") and the use of the proceeds of the Bonds to refund, in whole, the Converted Fixed Rate Bonds, as well as a Preliminary Official Statement (the "Preliminary Official Statement") describing the Bonds, a bond purchase agreement to be used in connection with the sale of the Bonds (the "Purchase Contract") and a Continuing Disclosure Agreement relating to the Bonds (the "Continuing Disclosure Agreement"), and this Board of Directors, with the aid of City of Temecula staff, has reviewed said documents and found them to be in proper order. Section 4. All conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California. Section 5. This Board of Directors hereby authorizes the conversion of the Prior Variable Rate Bonds to Fixed Rate Bonds (as such term is defined in the Prior Indenture, and referred to in this Resolution as the "Converted Fixed Rate Bonds"). The Executive Director, the Treasurer and the other officers and agents of the Authority are hereby authorized and directed to take all actions necessary under the Prior Indenture to so convert the Prior Variable Rate Bonds to the Converted Fixed Rate Bonds, including but not limited to the delivery of all notices required under Section 2.02(c) of the Prior indenture. The Conversion Date (as defined in the Prior Indenture) shall be scheduled to occur on the closing date for the Bonds, and amounts held under the Prior Indenture and proceeds of the sale of the Prior Bonds shall be used to pay the Purchase Price (as defined in the Prior Indenture) of the Prior Variable Rate Bonds when the same have been tendered in connection with the conversion. Section 6. Pursuant to the Law, this Resolution and the Fiscal Agent Agreement, two series of special tax bonds of the Authority for the District, in an aggregate principal amount not to exceed $19,000,000, are hereby authorized to be issued, such bonds to be designated the "Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Series A" and "Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Subordinate Series B." The Bonds shall be executed in the respective forms set forth in and otherwise as provided in the Fiscal Agent Agreement. In furtherance of the issuance of the Bonds, this Board of Directors hereby makes the following findings and determinations: (a) it is prudent in the management of the fiscal affairs of the Authority, this Board of Directors and the District to issue the Bonds for the purpose of refunding the Converted Fixed Rate Bonds; (b) the total net interest cost to maturity on the Bonds plus the principal amount of the Bonds will not exceed the total net interest cost to maturity of the Converted Fixed Rate Bonds plus the principal amount of the Prior Bonds (by reason of the requirement for sale of the Bonds in clause (d) of Section 8 below); and (c) the Bonds satisfy the requirements of Section 53345.8(a) of the Law in that the assessed value of the land in the District is more than three times the principal amount of the Bonds, based upon the Summary Appraisal Report of Stephen G. White, MAl (the "Appraiser") of the property in the District dated February 3, 2006, and the Supplemental Report of the Appraiser dated May 11 , 2006. For purposes of Section 53363.2 of the Act, (i) it is expected that the purchase of the Bonds will occur on or after August 1, 2006, (ii) the date, denomination, maturity dates, places of payment and form of each series of the Bonds shall be as set forth in the Fiscal Agent Agreement, (iii) the minimum rate of interest to be paid on either series of the Bonds shall be one percent (1 %) with the actual rate or rates to be set forth in the Fiscal Agent Agreement as executed, (iv) the place of payment for the Converted Fixed Rate Bonds shall be as set forth in the Prior Indenture; and (v) the designated costs of issuing the Bonds shall be as described in Section 53363.8(a) of the Law, and as otherwise described in the Fiscal Agent Agreement hereafter approved, in the Official Statement for the Bonds and the closing certificates for the Bonds, including Bond Counsel and Disclosure Counsel fees and expenses, Underwriter's discount, financial advisor fees and expenses, appraisal costs, printing costs for the Official Statement, initial fiscal agent fees, and costs of City staff incurred in connection with the sale and issuance of the Bonds. Section 7. The Fiscal Agent Agreement with respect to the Bonds, in the form presented to this Board of Directors at this meeting, is hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Fiscal Agent Agreement in said form, with such additions thereto or changes therein as are approved by the Executive Director upon consultation with the Authority's General Counsel and Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Fiscal Agent Agreement by the Executive Director. The date, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the Fiscal Agent Agreement as finally executed. Section 8. The Purchase Contract between the Authority and Stone & Youngberg LLC (the "Underwriter"), in the form presented to the Board of Directors at this meeting, is hereby approved. The Executive Director and the Treasurer, each acting alone, are hereby authorized and directed to accept the offer of the Underwriter to purchase the Bonds contained in the Purchase Contract; provided that (a) the aggregate principal amount of the Bonds sold thereby is not in excess of $19,000,000, (b) the true interest cost of the Bonds is not in excess of 6.0%, (c) the underwriter's discount is not in excess of 2.0% of the aggregate principal amount of the Bonds and (d) the requirements of clause (b) of the second paragraph of Section 6 above are satisfied. The Executive Director and the Treasurer, each acting alone, are hereby authorized and directed to execute and deliver the Purchase Contract in said form (if the requirements of the preceding sentence are satisfied), with such additions thereto or changes therein as are recommended or approved by the officer executing such document upon consultation with the Authority's General Counsel and Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Purchase Contract by the Authority. Section 9. The Preliminary Official Statement, in the form presented to the Board of Directors at this meeting, is hereby approved. The Executive Director is hereby authorized and directed, for and in the name and on behalf of the Authority, to make changes to the Preliminary Official Statement prior to its dissemination to prospective investors, and to bring the Preliminary Official Statement into the form of a final official statement (the "Official Statement") including such additions thereto or changes therein as are recommended or approved by such officer upon consultation with the Authority's General Counsel and Disclosure Counsel. The Executive Director is hereby authorized and directed to execute and deliver the Official Statement. The Underwriter is hereby authorized to distribute copies of the Preliminary Official Statement to persons who may be interested in the purchase of the Bonds and is directed to deliver copies of the Official Statement to all actual purchasers of the Bonds. The Executive Director is hereby authorized to execute a certificate or certificates to the effect that the Official Statement and the Preliminary Official Statement were deemed "final" as of their respective dates for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934, and is authorized to so deem such statements final. Section 10. The Continuing Disclosure Agreement related to the Bonds, in the form presented to the Board of Directors at this meeting, is hereby approved. The Executive Director is hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute and deliver the Continuing Disclosure Agreement in said form, with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Executive Director upon consultation with the Authority's General Counsel and Disclosure Counsel, the approval of such changes to be conclusively evidenced by the execution and delivery by the Executive Director of the Continuing Disclosure Agreement. Section 11. The Authority hereby covenants, for the benefit of the Bondowners, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement. Section 12. The Bonds, when executed, shall be delivered to the Fiscal Agent (as defined in the Fiscal Agent Agreement) for authentication. The Fiscal Agent is hereby requested and directed to authenticate the Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the Authority by the Executive Director, which instructions such officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver to the Fiscal Agent. Such instructions shall provide for the delivery of the Bonds to the Underwriter upon payment of the purchase price therefor. Section 13. All actions heretofore taken by the officers and agents of the Authority with respect to the sale and issuance of the Bonds and the refunding of the Prior Bonds are hereby approved, confirmed and ratified, and the proper officers of the Authority are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents (including but not limited to those related to bond insurance and a reserve fund surety bond for the Bonds, and instructions to the trustee for the Converted Fixed Rate Bonds relative to their payment and the disposition of funds held under the Prior Indenture, which they, or any of them, may deem necessary or advisable in order to consummate the conversion of the Prior Variable Rate Bonds to the Converted Fixed Rate Bonds, the lawful issuance and delivery of the Bonds and the refunding of the Converted Fixed Rate Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved. Section 14. This Resolution shall take effect upon its adoption. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority this 11 th day of July , 2006. Ron Roberts, Chairperson ATTEST: Susan W. Jones, MMC City Clerk/Board Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk/Board Secretary of the Temecula Public Financing Authority, do hereby certify that the foregoing Resolution No. TPFA 06- was duly and regularly adopted by the Board of Directors of the Temecula Public Financing Authority at a meeting thereof held on the 11th day of July, 2006, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: ABSENT: BOARD MEMBERS: ABSTAIN: BOARD MEMBERS: Susan W. Jones, MMC City Clerk/Board Secretary TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVESTON) 2006 SPECIAL TAX REFUNDING BONDS, SERIES A 2006 SPECIAL TAX REFUNDING BOND, SUBORDINATE SERIES B FISCAL AGENT AGREEMENT Quint & Thimmig LLP FISCAL AGENT AGREEMENT by and between the TEMECULA PUBLIC FINANCING AUTHORITY and U. S. BANK NATIONAL ASSOCIATION, as Fiscal Agent Dated as of September 1, 2006 Relating to: $ Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Series A and $ Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Subordinate Series B SilS/06 5;23/06 616106 6/12/06 6;22/06 20009.0R:TRR16 Section 1.01. Section 1.02. Section 1.113. Section 2.111. Section 2.02. Section 2.03. Section 2.04. Section 2.05. Section 2'(lh. Section 2.117. Section 2.08. Section 2.09. Section 2.10. Section 2.11. Section 2.12. Section 2.13. Section 2.12. Section 3.01. Section 3'()2. Section 3.113. Section 4.01. Section 4.02. Section 4.03. Section 4.114. Section 4.115. Section 4.lIh. Section 4.07. Section 4.08. Section 5.111. Section 5'()2. Section 5.113. Section 5.04. Section 5.05. TABLE OF CONTENTS ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS A uthori ty for this Agreement....................................................................................................... 3 Agreement for Benefit of Owners of the Bonds .........................................................................3 Definitions................................................................................................................... ....................3 ARTICLE II THE SERIES 2006 BONDS Principal Amount; Designation.................................................................................................. 13 Terms of the Series 2006 Bonds ..................................................................................................13 Redemption of the Series 2006 Bonds........................................................................................ 15 Form of the Series 2006 Bonds ....................................................................................................19 Execution of the Series 21111h Bonds ............................................................................................19 Transfer of Series 21111h Bonds ..................................................................................................... 211 Exchange of Series 21 II Ih Bonds................................................................................................... 21 I Bond Re gister .............................................................................................................................. .. 21 T em porary Bonds......................................................................................................................... 21 Bonds Mutilated, Lost, Destroyed or Stolen ............................................................................. 21 Limited Obligation .......................................................................................................................22 No Acceleration.................................................................................................................. .......... 22 Book-En try System....................................................................................................................... 22 Issuance of Parity Bonds............................................................................................................. 23 ARTICLE III ISSUANCE OF SERIES 2006 BONDS Issuance and Delivery of 2006 Bonds ........................................................................................ 26 Pledge of Special Tax Revenues and Amounts in Funds and Subaccounts .........................2h V alidi ty of Bonds......................................................................................................................... . 2h ARTICLE IV FUNDS AND ACCOUNTS Application of Proceeds of Sale of 2006 Bonds and Other Moneys....................................... 27 1m provement Fund ......................................................................................................................27 Costs of Issllance Fllnd ................................................................................................................ 28 Reserve Fund.......................................................................................................................... ...... 29 Bond Fund.......................................................................................................................... ........... 33 Special Tax Fund.......................................................................................................................... 34 Adlllinistrative Expense Fllnd.................................................................................................... 35 Refunding Fund.......................................................................................................................... .. 36 ARTICLE V OTHER COVENANTS OF THE AUTHORITY Punctual Payment...................................................................................................................... .. 37 Limited Ob ligation....................................................................................................................... 37 ~~cl~~~~..................................................................................................y Against Enclllll brances ................................................................................................................ 37 Books and Records....................................................................................................................... 37 -i- Section 5.lIh. Section 5.07. Section 5.08. Section 5.09. Section 5.111. Section 5.11. Section 5.12. Section 5.13. Section 5.14. Section 5.15. Section 5.1h. Section 5.17. Section 5.18. Section 5.19. Section h.lI1. Section 6.02. Section 6.03. Section 6.04. Section h.1I5. Section 7.111. Section 7.02. Section 7.03. Section 7.04. Section 7.115. Section 7.lIh. Section 8.01. Section 8.02. Section 8.03. Section 8.114. Section 8.115. Section 8.lIh. Section 8.07. Section 9.01. Section 9'()2. Section 9.113. Section 9.114. Section 9.05. Section 9.06. Protection of Security and Rights of Owners............................................................................ 37 Compliance with Law ..................................................................................................................38 Collection of Special Tax Revenues ...........................................................................................38 Covenant to Foreclose.................................................................................................................. 39 Further Assurances.................................................................................................................... .. 39 Private Activity Bond Limitations.............................................................................................. 41) Federal G uaran tee Prohibition................................................................................................... 41) Rebate Requirement.................................................................................................................. ...40 No Arbitrage..................................................................................................................... ............40 Yie ld of the Bonds........................................................................................................................ 40 Maintenance of Tax - Exemption.................................................................................................. 41) Con tin uing Disclosure to Owners.............................................................................................. 41 Reduction of Special Taxes.......................................................................................................... 41 Limits on Special Tax Waivers and Bond Tenders ..................................................................41 ARTICLE VI INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILITY OF THE AUTHORITY Deposit and Investment of Moneys in Funds...........................................................................42 Limited Obligation ....................................................................................................................... 43 Liability of Au thori ty ................................................................................................................... 43 Employment of Agents by Authority ........................................................................................ 44 Remedies of Bond Insurer Upon DefauIL................................................................................44 ARTICLE VII THE FISCAL AGENT A ppoin tmen t of Fiscal Agent...................................................................................................... 4h Liability of Fiscal Agent............................................................................................................... 47 Books and Records; Infornla tion ................................................................................................ 48 Notice to Fiscal Agent.................................................................................................................. 48 Compensation, Indemnification................................................................................................. 49 Bond Insurer Rights Regarding the Fiscal Agent.....................................................................49 ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Amendments Permitted.............................................................................................................. 50 ('wners' Meetings...................................................................................................................... .. 51 Procedure for Amendment with Written Consent of llwners ............................................... 51 Dis'lualified Bonds....................................................................................................................... 51 Effect of Su pplemen tal Agreement............................................................................................ 52 Endorsement or Replacement of Bonds Issued After Amendments..................................... 52 Amendatory Endorsement of Bonds......................................................................................... 52 ARTICLE IX MISCELLANEOUS Benefits of Agreement Limited to Parties ................................................................................. 53 Successor is Deemed Included in All References to Predecessor .......................................... 53 Discharge of Agreement.............................................................................................................. 53 Execution of Documents and Proof of Ownership by Owners .............................................. 54 Waiver of Personal Liability....................................................................................................... 54 Notices to and Demands on Authority, Fiscal Agent and Bond Insurer .............................. 55 -ii- Section 9.117. Section 9.08. Section 9.09. Section 9.10. Section 9.11. Section 9.12. Section 9.13. Section 9.14. Section Il1.01. Section 111.112. State Reporting Re'luiremen ts .................................................................................................... 55 Partial Invalidity..................................................................................................................... ...... 56 IT ne!aimed Moneys...................................................................................................................... 57 Applicable Law .............................................................................................................................57 Conflict with Act ..........................................................................................................................57 Cone! usive Evidence of Regularity............................................................................................ 57 Payment on Business Day........................................................................................................... 57 Counterparts.................................................................................................................. ............... 57 ARTICLE X BOND INSURANCE PROVISIONS Payment Procedure Pursuant to the Bond Insurance Policy.................................................. 58 Rights of Bond Insurer................................................................................................................. 59 EXHIBIT A - FORM OF SERIES 2006A BOND EXHIBIT B - FORM OF SERIES 2006B BOND -iii- FISCAL AGENT AGREEMENT THIS FISCAL AGENT AGREEMENT (the "Agreement"), dated as of September 1, 2006, is by and between the Temecula Public Financing Authority, a joint exercise of powers authority organized and existing wlder and by virtue of the laws of the State of Califomia (the "Authority") for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) (the "District"), and U.s. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as fiscal agent (the "Fiscal Agent"). RECITALS: WHEREAS, the Board of Directors of the Authority has formed the District wlder the provisions of the Mello-Roos Commtmity Facilities Act of 1982, as amended (Section 53311, et seq. of the Califomia Govemment Code) (the "Act") and Resolution No. TPFA 02-03 of the Board of Directors of the Authority adopted on March 26, 2002 (the "Resolution of Formation"); WHEREAS, the Board of Directors of the Authority, as the legislative body for the District, is authorized under the Act to levy special taxes to pay for the costs of the District and to authorize the issuance of bonds secured by said special taxes tmder the Act; WHEREAS, tmder the provisions of the Act, on August 29, 2002, the Authority, for and on behalf of the District, issued $17,310,000 aggregate initial principal amowlt of its Temecula Public Financing Authority Commtmity Facilities District No. 01-2 (Harveston) Variable Rate Demand Special Tax Bonds, 2002 Series A (the "2002 Variable Rate Bonds"), wlder the pursuant to an Indenture of Trust, dated as of August 1, 2002 (as amended and currently in effect, the "Prior hldenture"), between tile AutllOrity and tile Fiscal Agent (in its capacity as trustee thereunder), and the net proceeds of the 2002 Variable Rate Bonds were used to finance facilities autllOrized to be fWlded by tile District and to refwld bonds secured by liens on property in the District; WHEREAS, on September 1, 2006, the Authority, tmder and pursuant to the terms of tile Prior hldenture, converted tile 2002 Variable Rate Bonds to Fixed Rate Bonds (as defined in the Prior Indenture) which bonds, as so converted, are referred to herein as the "Prior Bonds"; and WHEREAS, tile Board of Directors of tile AutllOrity has determined to refwld tile Prior Bonds in full; WHEREAS, tmder the provisions of the Act, on July 11, 2006 the Board of Directors of tile AutllOrity adopted its Resolution No. TPFA 06- (tile "Resolution"), which resolution authorized the issuance and sale of the Temecula Public Financing Authority Commtmity Facilities District No. 01-2 (Harveston) 2006 Special Tax Refwlding Bonds, Series A (tile "Series 2006A Bonds") and the Temecula Public Financing Authority Commtmity Facilities District No. 01-2 (Harveston) 2006 Special Tax Refwlding Bonds, Subordinate Series B (tile "Series 2006By -1- Bonds, and collectively with the Series 2006A Bonds, the "Series 2006 Bonds") in an aggregate principal amOlmt of not to exceed $19,000,000 for the purpose of reftmding the Prior Bonds, and authorized the execution of this Agreement; WHEREAS, the repayment of the scheduled principal of and interest on the Series 2006A Bonds will be guaranteed tmder the terms of a financial guaranty insurance policy (the "Bond Insurance Policy") provided by , a insurance company (the "Bond Insurer"); and WHEREAS, it is in the public interest and for the benefit of the Authority, the District and the owners of the Series 2006 Bonds that the Authority enter into this Agreement to provide for the issuance of the Series 2006 Bonds, the disbursement of proceeds of the Series 2006 Bonds, the disposition of the special taxes securing the Series 2006 Bonds and the administration and payment of the Series 2006 Bonds; and WHEREAS, the Authority has determined that all things necessary to cause the Series 2006 Bonds, when executed by the Authority for the District and issued as in the Resolution and this Agreement provided, to be legal, valid and binding and special obligations of the Authority for the District 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 Series 2006 Bonds, subject to the terms hereof, have in all respects been duly authorized. 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. AlIthoritv for this A\!reement. This Agreement is entered into pursuant to the provisions of the Act and the Resolution. Section 1.02. A\!reement for Benefit of Owners of the Bonds, Except as otherwise specifically set forth herein, the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Authority shall be for the equal benefit, protection and security of the 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, 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," "herewlder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. "Ac<!"isition A\!reement" means the Acquisition Agreement, dated as of August 1, 2002, between the Authority and Harveston, LLC, as originally executed and as it may be amended from time to time. "Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being Sections 53311 et seq. of the Califomia Govemment Code. "Administrative Fxnenses" means costs directly related to the administration of the District consisting of the costs of computing the Special Taxes and preparing the annual Special Tax collection sclledules (whether by the Treasurer or designee thereof or both) and the costs of collecting the Special Taxes (whether by the COlmty or otherwise); the costs of remitting the Special Taxes to the Fiscal Agent; fees and costs of the Fiscal Agent (including its legal cowlsel) in the discharge of the duties required of it tmder this Agreement; the costs of the Authority, the City or any designee of either the Authority or the City of complying with the disclosure provisions of the Act, the Continuing Disclosure Agreement and this Agreement, including those related to public inquiries regarding the Special Tax and disclosures to Bondowners and the Original Purchaser; the costs of the Authority, the City or any designee of either the Authority or the City related to an appeal of the Special Tax; any amowlts required to be rebated to the federal govemment in order for the Authority to comply with Section 5.13; costs of the City, the Authority, the Fiscal Agent or the Prior Trustee related to the refwlding and discharge of the Prior Bonds; an allocable share of the salaries of the City staff directly related to tile foregoing and a proportionate amount of City general administrative overhead related thereto. Administrative Expenses shall also include amOlmts advanced by the Authority or the City for any administrative purpose of tile District, including costs related to prepayments of Special Taxes, recordings related to such prepayments and satisfaction of Special Taxes, -3- amowlts advanced to ensure compliance with Section 5.13 or Article X, administrative costs related to the administration of any joint commtmity facilities agreement regarding the District, and the costs of commencing and pursuing foreclosure of delinquent Special Taxes. "Administrative EXDense FWld" means the fund by that name established by Section 4.07(A) hereof. "A2'reement" means this Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof. "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled (including by reason of the provisions of Section 2.03(A)(ii) providing for mandatory sinking payments and any similar provisions with respect to mandatory sinking payments tmder any Supplemental Agreement providing for the issuance of Parity Bonds), and (ii) the principal amowlt 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) and any similar provisions with respect to mandatory sinking payments wlder any Supplemental Agreement providing for the issuance of Parity Bonds). "Auditor" means the auditor / controller of the County. "Authoritv" means the Temecula Public Financing Authority and any successor thereto. "Authoritv Attornev" means any attorney or firm of attorneys employed by the Authority or the City in the capacity of general cowlsel to the Authority. "Authorized Officer" means the Olairperson, Executive Director, Treasurer, Secretary or any other officer or employee authorized by the Board of Directors of the Authority or by an Authorized Officer to undertake the action referenced in this Agreement as required to be tmdertaken by an Authorized Officer. "Bond Counsel" means (i) Quint & Thimmig LLP, or (ii) any other attorney or firm of attorneys acceptable to the Authority and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Ftmd" means the fund by that name established by Section 4.05(A) hereof. "Bond Insurance Policv" means the financial guaranty insurance policy with respect to the Series 2006A Bonds issued by the Bond Insurer and insuring the payment when due of the principal of and interest on the Series 2006A Bonds as provided therein. "Bond Insurer" means successor thereto or assignee thereof. ,a 1l1surance company, or any "Bond Re2'ister" means the books for the registration and transfer of Bonds maintained by the Fiscal Agent tmder Section 2.08 hereof. -4- "Bond Year" means the one-year period beginning on September 2nd in each year and ending on September 1st in the following year, except that the first Bond Year shall begin on the Closing Date and end on September 1,2007. "Bonds" means the Series 2006 Bonds, and, if the context requires, any Parity Bonds, at any time Outstanding under this Agreement or any Supplemental Agreement. "Business Dav" means any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in the state in which the Fiscal Agent has its principal corporate trust office are authorized or obligated by law or executive order to be closed. "CDIAC" means the Califomia Debt and Investment Advisory Commission of the office of the State Treasurer of the State of Califomia or any successor agency or bureau thereto. "City" means the City of Temecula, Califomia. "Closin2' Date" means September 1, 2006, being the date upon which there is a physical delivery of the Series 2006 Bonds in exchange for the amount representing the purchase price of the Series 2006 Bonds by the Original Purchaser. "Code" means the Intemal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. "Continuin2' Disclosure A2'reement" shall mean that certain Continuing Disclosure Agreement executed by the Authority and the Fiscal Agent on the Closing Date, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Costs of Issuance" means items of expense payable or reimbursable directly or indirectly by tile AutllOrity or tile City and related to tile autllOrization, sale and issuance of tile Bonds and the reftmding of the Prior Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees and charges of the Fiscal Agent including its first annual administration fee, expenses incurred by tile City or tile AutllOrity in connection Witll tile issuance of the Bonds and the refunding of the Prior Bonds, special tax consultant fees and expenses, legal fees and charges, including bond counsel and disclosure counsel, financial consultants' fees, charges for execution, transportation and safekeeping of the Bonds, premiums for tile Bond hlsurance Policy and tile Reserve Fund Policy, rating agency fees and otller costs, charges and fees in connection with any of the foregoing. "Costs of Issuance Flmd" means the fund by that name established by Section 4.03(A) hereof. "COlliltv" means tile County of Riverside, Califomia. -5- "DTC" means the Depository Trust Company, New York, New York, and its successors and assigns. "Debt Service" means the scheduled amOlmt of interest and amortization of principal (including principal payable by reason of Section 2.03(A)(ii)) on the 2006 Bonds and the scheduled amOlmt of interest and amortization of principal payable on any Parity 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. "Devositorv" means (a) initially, DTe, and (b) any other Securities Depository acting as Depository pursuant to Section 2.13. "District" means the Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston), formed by the Authority lmder the Act and the Resolution of Formation. "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 wlder the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security--State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency hlVestment Flmd 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 wlder the laws of the State of California for fWlds 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 CATS and TGRS) , and (ii) obligations, the payment of principal of and interest on which are fully guaranteed by the United States of America. "Fiscal A2'ent" means the Fiscal Agent appointed by the Authority 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. "Fiscal Year" means the twelve-month period extending from July 1 in a calendar year to JWle 30 of the succeeding year, both dates inclusive. -h- "ImDrovement Fund" means the fWld by that name created by and held by the Fiscal Agent pursuant to Section 4.02(A) hereof. "IndeDendent Financial Consultant" means any consultant or firm of such consultants appointed by the Authority, the City or the Treasurer, and who, or each of whom: (i) has experience in matters relating to the issuance and/ or administration of bonds tmder the Act; (ii) is in fact independent and not wlder the domination of the Authority; (iii) does not have any substantial interest, direct or indirect, with or in the Authority, or any owner of real property in the District, or any real property in the District; and (iv) is not connected with the City or the Authority as an officer or employee of the City or the Authority, but who may be regularly retained to make reports to the City or the Authority. "Information Services" means Financial hlformation, hlC:S "Daily Called Bond Service", 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny hlformation 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 Pavment Dates" means March 1 and September 1 of each year, commencing March 1,2007. "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. "Maximum Reserve FWld Amowlt" means an amowlt equal to the lesser of (i) 10% of the then Outstanding principal amOlmt of the Bonds, (ii) Maximum Annual Debt Service on the Outstanding Bonds, or (iii) 125% of average Annual Debt Service on the Outstanding Bonds. "Moody's" means Moody's hlvestors Service, and any successor thereto. "Officer's Certificate" means a written certificate of the Authority signed by an Authorized Officer of the Authority. "Ordinance" means any ordinance of the Authority levying the Special Taxes. "Ori2'inal Purchaser" means Stone & Y Olmgberg LLC, the first purchaser of the Series 2006 Bonds from the Authority. "Outstandin2'." 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 Authority pursuant to this Agreement or any Supplemental Agreement. -7- "Owner" or "Bond owner" means any person who shall be the registered owner of any Outstanding Bond. "Paritv Bonds" means bonds of the Authority for the District, secured under this Agreement on a parity with any then Outstanding Series 2006A Bonds (and any other Parity Bonds previously issued in accordance with Section 2.14 hereof) issued in compliance with the requirements of Section 2.14 hereof. "Particivatin2' Underwriter" shall have the meaning ascribed thereto in the Continuing Disclosure Agreement. "Permitted hlVestments" means any of the following, but only to the extent that the same are acquired at Fair Market Value: (a) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America, and senior debt obligations of other government-sponsored agencies approved by the Bond hlsurer; (b) obligations of any of the following federal agencies which obligations represent full faith and credit of the United States of America, including: (i) Export- Import Bank; (ii) Rural Economic Commwlity Development Administration; (iii) U.s. Maritime Administration; (iv) Small Business Administration; (v) U.S. Department of Housing & Urban Development (PHA's); (vi) Federal Housing Administration; and (vii) Federal Financing Bank; (c) direct obligations of any of the following federal agencies which obligations are not fully guaranteed by the full faith and credit of the United States of America: (i) senior debt obligations issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC); (ii) obligations of the Resolution Flmding Corporation (REFCORP); (iii) senior debt obligations of the Federal Home Loan Bank System; and (iv) senior debt obligations of other governmental sponsored agencies approved by the Bond Insurer; (d) U.s. dollar denominated deposit accOlmts, federal ftmds and banker's acceptances with domestic commercial banks, including the Trustee and its affiliates, which have a rating on their short term certificates of deposit on the date of purchase of "P-l" by Moody's and "A-I" or "A-l+" by S&P and maturing no more than 360 days after the date of purchase, provided that ratings on holding companies are not considered as the rating of the bank; (e) commercial paper which is rated at the time of purchase in the single highest classification, "P-l" by Moody's and "A-l+" by S&P, and which matures not more than 270 days after the date of purchase; -8- (f) investments in a money market fWld rated" AAAm" or "AAAm-G" or better by S&P, including any money market ftmd for which the Fiscal Agent or an affiliate receives fees for investment advisory or other services to the fWld; (g) pre-refwlded municipal obligations defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local govemmental wlit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (i) which are rated, based upon an irrevocable escrow accOlmt or fund (the "escrow"), in the highest rating category of Moody's and S&P or any successors thereto; or (ii)(A) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (a) above, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (B) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to above, as appropriate; (h) mWlicipal obligations rated" Aaa/ AAA" or general obligations of the States with a rating of "A-2/ A" or higher by both Moody's and S&P; (i) investment agreements approved in writing by the Bond Insurer, supported by appropriate opinions of cowlsel, with notice to S&P; G) the Local Agency hlVestment Fund of the State, created pursuant to Section 16429.1 of the Califomia Govemment Code, to the extent the Fiscal Agent is authorized to register such investment in its name; and (k) other forms of investments (including repurchase agreements) approved in writing by the Bond Insurer. "Princival 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. "Prior Bonds" means the Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) Special Tax Bonds outstanding as of the Closing Date under the Prior Indenture. "Prior Indenture" means the Indenture of Trust, dated as of August 1, 2002, between the Prior Trustee and the Authority, as amended by the First Supplemental hldenture of Trust, dated as of June 1, 2004, between the Prior Trustee and the Authority, by the Second -9- Supplemental hldenture of Trust, dated as of November 22, 2005, between the Prior Trustee and the Authority, and by the Third Supplemental Indenture of Trust, dated as of May 24, 2006, between the Prior Trustee and the Authority. "Prior Trustee" means U.s. Bank National Association, successor to U.s. Bank, N.A., in its capacity as the trustee under the Prior Indenture. "Proiect" means the facilities eligible to be ftmded by the District more particularly described in the Resolution of Formation. "Rate and Method of Aooortionment of Soecial Taxes" means the rate and method of -- - apportionment of special taxes for the District, as approved pursuant to the Resolution of Formation, and as it may be modified in accordance with the Act. "Record Date" means the fifteenth day of the month next preceding the month of the applicable Interest Payment Date, whether or not such day is a Business Day. "Reftmdin2' Bonds" means bonds issued by the Authority for the District the net proceeds of which are used to refund all or a portion of the then Outstanding Bonds; provided that the debt service on the Reftmding Bonds in each Bond Year is not in excess of the debt service on the Bonds being refunded in each corresponding Bond Year, and the final maturity of the Refunding Bonds is not later than the final maturity of the Bonds being refunded. "Reftmdin2' Fund" means the ftmd by that name established pursuant to Section 4.0R(A). "Reserve Fund" means the fWld by that name established pursuant to Section 4.04(A) hereof. "Reserve Flmd Polin':" means the surety bond issued by the Bond Insurer in the initial face amowlt of $ guaranteeing certain payments into the Senior Subaccowlt of the Reserve Flmd with respect to the Series 2006A Bonds as provided therein and subject to the limitations set forth therein. "Resolution" means Resolution No. TPFA 06- the Authority on July 11, 2006. , adopted by the Board of Directors of "Resolution of Formation" means Resolution No. TPFA 02-03, adopted by the Board of Directors of the Authority on August 13, 2002. "Resolution of hltention" means Resolution No. TPFA 01-07, adopted by the Board of Directors of the Authority on December 11, 2001. "S&P" means Standard & Poor's Ratings Service, a division of McGraw-Hill, and any successor thereto. "Securities Deoositories" means The Depository Trust Company, 55 Water Street, 50~ Floor, New York, New York 10041-0099, Attention: Call Notification Department, Fax (212) 855- -111- 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. "Senior Subaccowlt" means the subaccowlt by that name within the Reserve FWld, established tmder Section 4.04(A). "Senior SubaccOlmt Reserve Reouirement" means, as of any date of calculation, an amowlt not to exceed the lesser of (i) maximum annual debt service on the Outstanding Bonds (other than the Series 2006B Bonds), (ii) one htmdred twenty-five percent (125%) of average annual debt service on the Outstanding Bonds (other than the Series 2006B Bonds), or (iii) ten percent (10%) of the then principal amount of the Outstanding Bonds (other than the Series 2006B Bonds). As of the Closing Date, the Senior Subaccount Reserve Requirement was $ "Series 2006 Bonds" means, collectively, the Series 2006A Bonds and the Series 2006B Bonds. "Series 2006A Bonds" means the Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) 2006 Special Tax Reftmding Bonds, Series A, authorized by and at any time Outstanding pursuant to the Act and this Agreement. "Series 2006B Bonds" means the Temecula Public Financing Authority Commwlity Facilities District No. 01-2 (Harveston) 2006 Special Tax Reftmding Bonds, Subordinate Series B, authorized by and at any time Outstanding pursuant to the Act and this Agreement. "Soecial Tax Fund" means the fWld by that name established by Section 4.06(A) hereof. "Soecial Tax Preoavments" means the proceeds of any Special Tax prepayments received by the Authority, as calculated pursuant to the Rate and Method of Apportionment of Special Taxes, less any administrative fees or penalties collected as part of any such prepayment. "Soecial Tax Preoavments AccOlmt" means the account by that name established within the Bond FWld by Section 4.05(A) hereof. "Soecial Tax Revenues" means the proceeds of the Special Taxes received by the Authority, including any scheduled payments and any prepayments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien and interest thereon. "Special Tax Revenues" does not include any penalties collected in connection with delinquent Special Taxes. "Soecial Taxes" means the special taxes levied within the District pursuant to the Act, the Ordinance and this Agreement. "Subordinate SubaccOlmt" means the subaccount by that name within the Reserve FWld, established under Section 4.04(A). -11- "Subordinate Subaccowlt Reserve Reauirement" means an amount equal to the then Maximum Reserve Fund AmOlmt, less the amount of the then Senior SubaccOlmt Reserve Requirement. As of the Closing Date, the Subordinate Subaccowlt Reserve Requirement was $ "Suvvlemental A2'reement" means an agreement the execution of which is authorized by a resolution which has been duly adopted by the Authority wlder the Act and which agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized herewlder. "Tax Consultant" means Psomas, or another independent financial or tax consultant retained by the Authority or the City for the purpose of computing the Special Taxes. "Treasurer" means the Treasurer of the Authority or such other officer or employee of the Authority performing the functions of the chief financial officer of the Authority. -12- ARTICLE II THE SERIES 2006 BONDS Section 2.01. PrinciDal Amount: Desienation. The Series 2006A Bonds in the aggregate principal amOlmt of Million Dollars ($ ) are authorized to be issued by the Authority for the District wlder and subject to the terms of the Resolution and this Agreement, the Act and other applicable laws of the State of California. The Series 2006A Bonds shall be designated as the "Temecula Public Financing Authority Commwlity Facilities District No. 01-2 (Harveston) 2006 Special Tax Reftmding Bonds, Series A." The Series 2006B Bonds in the aggregate principal amOlmt of Million Dollars ($ ) are authorized to be issued by the Authority for the District wlder and subject to the terms of the Resolution and this Agreement, the Act and other applicable laws of the State of California. The Series 2006B Bonds shall be designated as the "Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) 2006 Special Tax Reftmding Bonds, Subordinate Series B." Section 2.02. Terms of the Series 2006 Bonds. (A) Form: Denominations. The Series 2006 Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple in excess thereof. The Series 2006 Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent. (B) Date of Series 2006 Bonds. The Series 2006 Bonds shall be dated the Closing Date. (C) CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted on the Series 2006 Bonds, but such numbers shall not constitute a part of the contract evidenced by the Series 2006 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 Series 2006 Bonds. In addition, failure on the part of the Authority 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 Authority's contract with such Owners and shall not impair the effectiveness of any such notice. (D) Maturities, Interest Rates. The Series 2006A Bonds shall mature and become payable on September 1 in each of the years, and shall bear interest at the rates per annum as follows: -13- Maturity Date ISevtember 1 ) Princival AmOlmt Interest Rate The Series 2006B Bonds shall mature and become payable on September 1 in each of the years, and shall bear interest at the rates per annum as follows: Maturity Date ISevtember 1 ) Princival Amowlt hlterest Rate (E) Interest. The Series 2006 Bonds shall bear interest at the respective 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 Series 2006 Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof tmless (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 SUcll hlterest 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 hlterest Payment Date, in which event it shall bear interest from the Closing Date; provided, however, that if at the time of authentication of a Series 2006 Bond, interest is in default thereon, SUcll Series 2006 Bond shall bear interest from the hlterest Payment Date to which interest has previously been paid or made available for payment thereon. (F) Method of Pavment. hlterest on the Series 2006 Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on the hlterest Payment Dates by first class mail to the registered Owner thereof at such -14- registered Owner's address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer (i) to the Depository (so long as the Series 2006 Bonds are in book-entry form pursuant to Section 2.13), or (ii) to an account within the United States made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds received before the applicable Record Date, which instructions shall continue in effect wltil revoked in writing, or until such Series 2006 Bonds are transferred to a new Owner. The principal of the Series 2006 Bonds and any premium on the Series 2006 Bonds are payable by check in lawful money of the United States of America upon surrender of the Series 2006 Bonds at the Principal Office of the Fiscal Agent. All Series 2006 Bonds paid by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Series 2006 Bonds and issue a certificate of destruction thereof to the Authority upon the Authority's request. Section 2.03. Redemotion of the Series 2006 Bonds. (A) Redemotion Dates. (i) Optional Redemption of Series 2006A Bonds. The Series 2006A Bonds maturing on and after September 1, __ are subject to optional redemption prior to their stated maturity on any Interest Payment Date occurring on or after September 1, , as a whole, or in part among maturities of the Series 2006A Bonds so as to maintain substantially level debt service on the Bonds and by lot within a maturity, at a redemption price (expressed as a percentage of the principal amount of the Series 2006A Bonds to be redeemed), as set forth below, together with accrued interest thereon to the date fixed for redemption: Redemotion Dates September 1, __ and March 1,__ September 1, and March 1, September 1, __ and any Interest Payment Date thereafter Redemotion Prices 1020/u 101 100 (ii) Optional Redemption of Series 2006B Bonds. The Series 2006B Bonds are subject to optional redemption prior to their stated maturity on any Interest Payment Date as a whole, or in part among maturities of the Series 2006B Bonds so as to maintain substantially level debt service on the Bonds and by lot within a maturity, at a redemption price (expressed as a percentage of the principal amount of the Series 2006B Bonds to be redeemed), as set forth below, together with accrued interest thereon to the date fixed for redemption: Redemntion Dates any Interest Payment Date from and including March 1,2007 to and including March 1, September 1, __ and March 1,__ September 1, and March 1, September 1, __ and any Interest Payment Date thereafter -15- Rf'df'mntlon Pricf's 103% 102 101 100 (iii) Mandatory Sinking Payment Redemption of Series 2006A Bonds. The Series 2006A Bonds maturing on September 1, , are subject to mandatory sinking payment redemption in part on September 1, __, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amowlt thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (Sevtember 1 ) Sinkin2' Pavments The Series 2006A Bonds maturing on September 1, , are subject to mandatory sinking payment redemption in part on September 1, __, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amOlmt thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (Septem her 1) SinkinQ PClVmf'nts The amounts in the foregoing tables shall be reduced to the extent practicable so as to maintain level debt service on the Bonds, as a result of any prior partial redemption of the Series 2006A Bonds pursuant to Section 2.03(A)(i) above or Section 2.03(A)(v) below, as specified in writing by the Treasurer to the Fiscal Agent. (iv) Mandatory Sinking Payment Redemption of Series 2006B Bonds. The Series 2006B Bonds maturing on September 1, __, are subject to mandatory sinking payment redemption in part on September 1, , and on each September 1 thereafter to -lh- maturity, by lot, at a redemption price equal to the principal amowlt thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date ISevtember 1 ) Sinkin2' Pavments The Series 2006B Bonds maturing on September 1, ,are subject to mandatory sinking payment redemption in part on September 1, __, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date ISeptem her 1) SinkinQ PClVmf'nts The amounts in the foregoing tables shall be reduced to the extent practicable so as to maintain level debt service on the Bonds, as a result of any prior partial redemption of the Series 2006B Bonds pursuant to Section 2.03(A)(ii) above or Section 2.03(A)(v) below, as specified in writing by the Treasurer to the Fiscal Agent. (v) Redemption From Special Tax Prepayments. Special Tax Prepayments and any corresponding transfers from the subaccOlmts within Reserve Fund pursuant to Section 4.05(B)(ii) and Section 4.04(F), shall be used to redeem Series 2006 Bonds on the next Interest Payment Date for which notice of redemption can timely be given tmder Section 2.03(D), by lot within a maturity and allocated proportionately among the Series 2006A Bonds and the Series 2006B Bonds based upon the then outstanding principal of each such series, and allocated among maturities within a series of the Series 2006 Bonds -17- so as to maintain, as much as practicable, substantially level debt service on the Bonds, in each case at a redemption price (expressed as a percentage at the principal amount of the Series 2006 Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption: Redemntion Dates any Interest Payment Date from and including March 1, 2007 to and including March 1, September 1, __ and March 1,__ September 1, and March 1, September 1, __ and any Interest Payment Date thereafter Redemntion Prices 103% 102 101 100 (B) Notice to Fiscal A\!ent. The Authority shall give the Fiscal Agent written notice of its intention to redeem Series 2006 Bonds pursuant to subsection (A)(i), (A)(ii) or (A)(v) 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. (C) Purchase of Ronds in Lieu of Redemntion. In lieu of redemption lmder Section 2.03(A), moneys in the Bond FWld may be used and withdrawn by the Fiscal Agent for purchase of Outstanding Series 2006 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 Series 2006 Bonds be purchased at a price in excess of the principal amowlt thereof, plus interest accrued to the date of purchase and any premium which would otherwise be due if such Series 2006 Bonds were to be redeemed in accordance with this Agreement. (D) J'edemntion Procedure hv Fiscal A\!ent. The Fiscal Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption, to the Original Purchaser, to the Securities Depositories, to one or more Information Services, and to the respective registered Owners of any Series 2006 Bonds designated for redemption, at their addresses appearing on the Bond registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Series 2006 Bonds. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Series 2006 Bonds are to be called for redemption, shall designate the series, the maturities, the CUSIP numbers and Bond numbers of the Series 2006 Bonds to be redeemed by giving the individual CUSIP number and Bond number of each Series 2006 Bond to be redeemed or shall state that all Series 2006 Bonds of a series between two stated Bond numbers, both inclusive, of such series are to be redeemed or that all of the Series 2006 Bonds of one or more maturities of a series have been called for redemption, shall state as to any Series 2006 Bond called in part the principal amOlmt thereof to be redeemed, and shall require that such Series 2006 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 Series 2006 Bonds will not accrue from and after the redemption date. -18- Upon the payment of the redemption price of Series 2006 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 Series 2006 Bonds being redeemed with the proceeds of such check or other transfer. Whenever provision is made in this Agreement for the redemption of less than all of the Series 2006 Bonds or any given portion thereof, unless otherwise expressly set forth herein, the Fiscal Agent shall select the Series 2006 Bonds to be redeemed, from all Series 2006 Bonds or such given portion thereof not previously called for redemption, among the Series 2006A Bonds and the Series 2006B Bonds proportionately based upon the then outstanding principal amowlt of each series of the Series 2006 Bonds, and among maturities within a series as directed in writing by the Treasurer (who shall specify Bonds to be redeemed so as to maintain, as much as practicable, substantially level debt service on the Bonds), and by lot within a maturity in any manner which the Fiscal Agent deems appropriate. Upon surrender of Series 2006 Bonds redeemed in part only, the Authority shall execute and the Fiscal Agent shall authenticate and deliver to the registered Owner, at the expense of the Authority, a new Series 2006 Bond or Series 2006 Bonds, of the same series and maturity, of authorized denominations in aggregate principal amOlmt equal to the tmredeemed portion of the Series 2006 Bond or Series 2006 Bonds. (E) Effect of RedemDtion. From and after the date fixed for redemption, if fWlds available for the payment of the principal of, and interest and any premium on, the Series 2006 Bonds so called for redemption shall have been deposited in the Bond FWld, such Series 2006 Bonds so called shall cease to be entitled to any benefit tmder this Agreement other than the right to receive payment of tile redemption price, and no interest shall accrue tllereon on or after the redemption date specified in such notice. All Series 2006 Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section, and any Series 2006 Bonds paid at maturity, shall be canceled by tile Fiscal Agent. The Fiscal Agent shall destroy the canceled Series 2006 Bonds and issue a certificate of destruction tllereof to tile AutllOrity. Section 2.04. Form of tile Series 2006 Bonds. The Series 2006A Bonds, tile form of Fiscal Agent's certificate of authentication and the form of assignment, to appear thereon, shall be substantially in tile forms, respectively, set fortll in Exhibit A attached hereto and by tllis reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by tllis Agreement, tile Resolution and tile Act. The Series 2006B Bonds, the form of Fiscal Agent's certificate of authentication and the form of assignment, to appear tllereon, shall be substantially in tile forms, respectively, set fortll in Exhibit B attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by tllis Agreement, the Resolution and the Act. Section 2.05. Execution of the Series 2006 Bonds. The Series 2006 Bonds shall be executed on behalf of tile AutllOrity by tile manual or facsimile signatures of its Chairperson and Secretary who are in office on the date of adoption of this Agreement or at any time -19- thereafter, and the seal of the Authority shall be impressed, imprinted or reproduced by facsimile signature thereon. If any officer whose signature appears on any Series 2006 Bond ceases to be such officer before delivery of the Series 2006 Bonds to the owner, such signature shall nevertheless be as effective as if the officer had remained in office tmtil the delivery of the Series 2006 Bonds to the owner. Any Series 2006 Bond may be signed and attested on behalf of the Authority by such persons as at the actual date of the execution of such Series 2006 Bond shall be the proper officers of the Authority although at the nominal date of such Series 2006 Bond any such person shall not have been such officer of the Authority. Only such Series 2006 Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A or Exhibit B, as applicable, 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 autllentication of tile Fiscal Agent shall be conclusive evidence that the Series 2006 Bonds registered heretmder have been duly authenticated, registered and delivered herewlder and are entitled to tile benefits of tllis Agreement. Section 2.06. Transfer of Series 2006 Bonds. Any Series 2006 Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.0R by tile person in whose name it is registered, in person or by his duly autllOrized attorney, upon surrender of such Series 2006 Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form acceptable to tile 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 tile AutllOrity. The Fiscal Agent shall collect from tile Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer. Whenever any Series 2006 Bond or Series 2006 Bonds shall be surrendered for transfer, the Authority shall execute and the Fiscal Agent shall authenticate and deliver a new Series 2006 Bond or Series 2006 Bonds, for like aggregate principal amowlt of tile same series and maturity and of authorized denomination(s). No transfers of Series 2006 Bonds shall be required to be made (i) fifteen days prior to tile date established by tile Fiscal Agent for selection of Series 2006 Bonds for redemption, (ii) with respect to a Series 2006 Bond after such Series 2006 Bond has been selected for redemption, or (iii) between a Record Date and tile succeeding Interest Payment Date. Section 2.07. Exchan2'e of Series 2006 Bonds. Series 2006 Bonds may be exchanged at tile Principal Office of the Fiscal Agent for a like aggregate principal amOlmt of Series 2006 Bonds of autllOrized denominations and of tile same series and 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 tile AutllOrity. The Fiscal Agent shall collect from tile Owner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange. No exchanges of Series 2006 Bonds shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Series 2006 Bonds for redemption, (ii) Witll respect to a Series 2006 Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the succeeding Interest Payment Date. -211- Section 2.08. Bond Re2'ister. 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, amOlmt, rate of interest and last known Owner of each Bond and shall at all times be open to inspection by the Authority during regular business hours upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, wlder 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 Authority 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 Authority and the Fiscal Agent shall not be affected by any notice to the contrary. The Authority and the Fiscal Agent may rely on the address of the Bondowner as it appears in the Bond register for any and all purposes. Section 2.09. Temvorarv 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 Authority, 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 Authority upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority 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 of the same series. 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 2.10. Bonds Mutilated. Lost. Destroved or Stolen. If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Fiscal Agent shall autllenticate 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 tile Bond so mutilated. Every mutilated Bond so surrendered to tile Fiscal Agent shall be canceled by it and destroyed by the Fiscal Agent who shall deliver a certificate of destruction tllereof to tile AutllOrity. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or tlleft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to it and indemnity for tile AutllOrity and tile Fiscal Agent satisfactory to tile Fiscal Agent shall be given, tile Authority, 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 tile Bond so lost, destroyed or stolen. The Authority may require payment of a sum not exceeding tile actual cost of preparing each new Bond delivered wlder tllis Section and of tile expenses which may be incurred by the Authority and the Fiscal Agent for the preparation, execution, autllentication and delivery. Any Bond delivered wlder tile provisions of tllis Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional -21- contractual obligation on the part of the Authority 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 tile benefits of tllis Agreement Witll all otller Bonds issued pursuant to this Agreement. Section 2.11. Limited Obli2'ation. All obligations of the Authority tmder this Agreement and tile Bonds shall be special obligations of tile AutllOrity, payable solely from tile Special Iax Revenues and the ftmds pledged therefore hereunder. Neither the faith and credit nor the taxing power of tile AutllOrity (except to tile limited extent set fortll herein) or tile State of California or any political subdivision thereof is pledged to the payment of the Bonds. Ihe City has no obligation whatsoever wlder tllis Agreement or otllerwise Witll respect to tile Bonds. Section 2.12. No Acceleration. Ihe principal of tile Bonds shall not be subject to acceleration heretmder. Nothing in this Section shall in any way prohibit the redemption of Bonds under Section 2.03 hereof, or tile defeasance of tile Bonds and discharge of tllis Agreement tmder Section 9.03 hereof. Section 2.13. Book-Entrv Svstem. DIC shall act as the initial Depository for the Series 2006 Bonds. One Series 2006 Bond for each maturity of each series of tile Series 2006 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, autllentication, and delivery, the ownership of the Series 2006 Bonds shall be registered in the Bond Register kept by tile Fiscal Agent for tile Bonds in tile name of Cede & Co., as nominee of DIC or such nominee as DIC shall appoint in writing. Ihe representatives of the Authority and the Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent Witll tllis Agreement to qualify tile Series 2006 Bonds for the Depository's book-entry system, including the execution of the Depository's required representation letter. Witll respect to Bonds registered in tile Bond Register in tile name of Cede & Co., as nominee of DIe, neither the Authority nor the Fiscal Agent shall have any responsibility or obligation to any broker-dealer, bank, or otller financial institution for which DIC holds Bonds as Depository from time to time (the "DIC Participants") or to any person for which a DIC Participant acquires an interest in tile Bonds (tile "Beneficial Owners"). WitllOut limiting tile immediately preceding sentence, neither the Authority nor the Fiscal Agent shall have any responsibility or obligation Witll respect to (i) tile accuracy of tile records of DIe, Cede & Co., or any DIC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DIC Participant, any Beneficial Owner, or any otller person, otller tl1an DIe, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of tile beneficial interests in tile Bonds to be redeemed in tile event tile AutllOrity elects to redeem the Bonds in part, (iv) the payment to any DIC Participant, any Beneficial Owner, or any otller person, otller tl1an DIe, of any amowlt Witll respect to tile principal of or interest on the Bonds, or (v) any consent given or other action taken by the Depository as Owner of tile Bonds. Except as set fortll above, tile Fiscal Agent may treat as and deem DIC to be tile absolute Owner of each Bond for which DIC is acting as Depository for the purpose of -22- payment of the principal of and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall pay all principal of and interest on the Bonds only to or upon the order of the Owners as shown on the Bond Register, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the sums or sums so paid. No person other than an Owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to "Cede & Co." in this Section 2.13 shall refer to such new nominee of DTe. DTC may determine to discontinue providing its services with respect to the Series 2006 Bonds at any time by giving written notice to the Fiscal Agent during any time that the Series 2006 Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The Authority may terminate the services of DTC with respect to the Series 2006 Bonds if it determines that DTC is wlable to discharge its responsibilities with respect to the Series 2006 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 Authority 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 wldertake the fWlctions herewlder can be fowld which is willing and able to tmdertake such functions upon reasonable or customary terms, or if the Authority determines that it is in the best interest of the Beneficial Owners of the Series 2006 Bonds that they be able to obtain certificated Bonds, the Series 2006 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 DTe. but may be registered in whatever name or names the Owners shall designate at that time, in accordance with Section 2.06. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Series 2006 Bonds will be delivered to such Beneficial Owners as soon as practicable. Section 2.14. Issuance of Paritv Bonds. The Authority may issue one or more series of Bonds, in addition to the Series 2006 Bonds authorized under Section 2.01 hereof, by means of a Supplemental Agreement and without the consent of any Bondowners, upon compliance with the provisions of this Section 2.14. Any such Bonds that comply with the requirements of this Section 2.14 shall be Parity Bonds, and such Parity Bonds shall constitute Bonds herewlder and shall be secured by a lien on the Special Tax Revenues and funds pledged for the payment of the Bonds herewlder on a parity with all Series 2006A Bonds and any previously issued Parity Bonds Outstanding heretmder. The Authority may issue the Parity Bonds subject to the following specific conditions precedent: -23- (A) Current Comoliance. The Authority shall be in compliance on the date of issuance of the Parity Bonds with all covenants set forth in this Agreement and all Supplemental Agreements. (B) Pavment Dates. The Supplemental Agreement providing for the issuance of such Parity Bonds shall provide that interest thereon shall be payable on March 1 and September 1, and principal thereof shall be payable on September 1 in any year in which principal is payable (provided that there shall be no requirement that any Parity Bonds pay interest on a current basis). (C) FWlds and ACCOWltS: Reserve FWld Deoosit. The Supplemental Agreement providing for the issuance of such Parity Bonds may provide for the establishment of separate fWlds and accowlts, and shall provide for a deposit to the Senior Subaccowlt of the Reserve Fund in an amOlmt necessary so that following the issuance of such Parity Bonds, the amount on deposit therein, together with the amowlt available to be drawn on the Reserve Flmd Policy, is equal to the Senior SubaccOlmt Reserve Requirement. (D) Reftmdin2' Bonds. The Parity Bonds shall constitute "Refunding Bonds," as such term is defined in Section 1.03. (E) The Soecial Tax Covera2'e. The Authority shall obtain a certificate of a Tax Consultant to the effect that the amOlmt of the maximum Special Taxes that may be levied in each Fiscal Year on Developed Property (as such term is defined in the Rate and Method of Apportionment of Special Taxes), less an amOlmt sufficient to pay annual Administrative Expenses (as determined by the Treasurer), shall be at least one hlmdred ten percent (110%) of the total Annual Debt Service for each such Fiscal Year on (i) the Bonds (other than the Series 2006B Bonds) to remain outstanding following the issuance of the Parity Bonds, and (ii) on the proposed Parity Bonds. (F) Value-to-Lien Ratio. The District Value shall be at least twenty-five (25) times the sum of: (i) the aggregate principal amowlt of all Bonds then Outstanding (other than the Series 2006B Bonds), plus (ii) the aggregate principal amOlmt of the series of Parity Bonds proposed to be issued, plus (iii) the a55<c5ate principal amowlt of any fixed assessment liens on the parcels in the District subject to the levy of Special Taxes, plus (iv) a portion of the aggregate principal amowlt of any and all other community facilities district bonds then outstanding (other than the Series 2006B Bonds) and payable at least partially from special taxes to be levied on parcels of land within the District (the "Other District Bonds") equal to the aggregate principal amOlmt of the Other District Bonds multiplied by a fraction, the numerator of which is the amowlt of special taxes levied for the Other District Bonds on parcels of land within the District, and the denominator of which is the total amount of special taxes levied for the Other District Bonds on all parcels of land against which the special taxes are levied to pay the Other District Bonds (such fraction to be determined based upon the maximum special taxes which could be levied in the year in which maximum annual debt service on the Other District Bonds occurs), based upon information from the most recent available Fiscal Year. -24- (G) Officer's Certificate. The Authority shall deliver to the Fiscal Agent an Officer's Certificate certifying that the conditions precedent to the issuance of such Parity Bonds set forth in subsections (A), (B), (C), (D), (E) and (F) of this Section 2.14 have been satisfied. In delivering such Officer's Certificate, the Authorized Officer that executes the same may conclusively rely upon such certificates of the Fiscal Agent, the Tax Consultant and others selected with due care, without the need for independent inquiry or certification. Nothing in this Section 2.14 shall prohibit the Authority from issuing bonds or otherwise incurring debt secured by a pledge of Special Tax Revenues subordinate to the pledge thereof for the benefit of the Series 2006B Bonds under Section 3.02 of this Agreement. -25- ARTICLE III ISSUANCE OF SERIES 2006 BONDS Section 3.01. Issuance and Deliverv of Series 2006 Ronds. At any time after the execution of this Agreement, the Authority may issue the Series 2006 Bonds for the District in the respective aggregate principal amowlts set forth in Section 2.01 and deliver the Series 2006 Bonds to the Original Purchaser. The Authorized Officers of the Authority are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the Series 2006 Bonds in accordance with the provisions of the Act, the Resolution and this Agreement, to authorize the payment of Costs of Issuance by the Fiscal Agent from the proceeds of the Series 2006 Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Series 2006 Bonds to the Original Purchaser. Section 3.02. Pled",e of Snecial Tax Revenues and Amounts in Funds and Suhaccounts. The Bonds shall be secured by a first pledge (which pledge shall be effected in the manner and to the extent herein provided) of all of the Special Tax Revenues and all moneys deposited in the Bond FWld (including the Special Tax Prepayments Account therein) and, wltil disbursed as provided herein, in the Special Tax Fund, subject in any event to the priority for the disposition of amowlts in the Bond Fund in Section 4.05 for the payment of debt service due on the Series 2006A Bonds and to replenish the Senior Subaccount of the Reserve Flmd to the amowlt of the Senior Subaccowlt Reserve Requirement prior to the use of amowlts therein for the payment of debt service due on the Series 2006B Bonds and to make deposits to the Subordinate Subaccount of the Reserve FWld. The Bonds, other than the Series 2006B Bonds, are further secured by a first pledge of all of the moneys deposited in the Senior Subaccount of the Reserve FWld, and the Series 2006B Bonds are further secured by a first pledge of all of the moneys deposited in the Subordinate SubaccOlmt of the Reserve Flmd. The Special Tax Revenues and all moneys deposited into the Special Tax FWld, the Bond Fund and the Reserve Flmd, including the Senior SubaccOlmt and the Subordinate Subaccount therein (except as otherwise specifically provided in this Agreement), are hereby dedicated to the payment of the principal of, and interest and any premium on, the Bonds as provided herein and in the Act wltil 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, subject in any event to the priority for the disposition of amowlts in the Bond Fund in Section 4.05. Amowlts in the Administrative Expense FWld, the Improvement FWld, the Refwlding Flmd and the Costs of Issuance Fund are not pledged to the repayment of the Bonds. The Project financed with the proceeds of the Prior Bonds and from amowlts in the Improvement Flmd are not in any 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 herelmder. Section 3.03. Va liditv of Ronds. The validity of the authorization and issuance of the Bonds shall not be dependent upon the completion of the Project, or upon the performance by any person of such persons obligation(s) with respect to the Project. -2h- ARTICLE IV FUNDS AND ACCOUNTS Section 4.01. Annlication of Proceeds of Sale of Series 2006 Ronds and Other Monevs. ~ ~ - (A) The proceeds of the purchase of the Series 2006A 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: (i) deposit in the Costs of Issuance Flmd an amount equal to $ (ii) deposit in the Senior SubaccOlmt of the Reserve Flmd an amOlmt equal to $ ; and (iii) deposit in the Refunding FWld an amowlt equal to $ (B) The proceeds of the purchase of the Series 2006B 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: (i) deposit in the Costs of Issuance FWld an amount equal to $ (ii) deposit in the Subordinate Subaccowlt of the Reserve FWld an amowlt equal to $ ; and (iii) deposit in the Refunding Flmd an amOlmt equal to $ (C) In addition to the foregoing, on the Closing Date the Treasurer shall transfer or cause to be transferred certain moneys held wlder the Prior Indenture as follows: (i) transfer from the improvement fund held under the Prior hldenture to the Fiscal Agent for deposit by the Fiscal Agent in the Improvement Flmd, all amOlmts on deposit in said improvement fWld; (ii) transfer from the annual levy accowlt of the special tax fWld held under the Prior Indenture to the Fiscal Agent for deposit by the Fiscal Agent in the Special Tax FWld, any amowlt on deposit therein not needed to pay the redemption price of the Prior Bonds; and (iii) transfer from the administrative expense fund held under the Prior hldenture to the Treasurer for deposit by the Treasurer in the Administrative Expense Flmd, an amount equal to $20,000.00. Section 4.02. Tmnrovement FlInd (A) Fstahlishment of Tmnrovement FlInd. There is hereby established as a separate fund to be held by the Fiscal Agent, the Temecula Public Financing Authority Commwlity ~27~ Facilities District No. 01-2 (Harveston) Improvement Fund. A deposit shall be made to the Improvement Fund as required by Section 4.01(C)(i). Moneys in the Improvement Fund shall be held in trust by the Fiscal Agent for the benefit of the Authority, and shall be disbursed 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 which shall: (a) set forth the amOlmt required to be disbursed, the purpose for which the disbursement is to be made (which shall be for payment of a cost of the Project as required wlder the Acquisition Agreement or otherwise, or to reimburse expenditures of the Authority, the City or any other party for any of such Project costs previously paid), that the disbursement is a proper expenditure from the Improvement Fund, and the person to which the disbursement is to be paid; and (b) certify that no portion of the amowlt then being requested to be disbursed was set forth in any Officer's Certificate previously filed requesting a disbursement. Each such Officer's Certificate or other certificate submitted to the Fiscal Agent as described in this Section 4.02(B) shall be sufficient evidence to the Fiscal Agent of the facts stated therein, and the Fiscal Agent shall have no duty to confirm the accuracy of such facts. (C) Investment. Moneys in the Improvement Flmd shall be invested and deposited in accordance with Section 6.01. hlterest eamings and profits from the investment and deposit of amOlmts in the Improvement Fund shall be retained in the Improvement Fund to be used for the purposes thereof. (D) Closin2' of Imorovement FWld. Upon receipt by the Fiscal Agent of an Officer's Certificate stating that the Project has been completed and that all costs of the Project have been paid, or that any such costs are no longer required to be paid from the Improvement FWld, the Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Flmd to the Bond FWld to be used to pay Debt Service on the Bonds (in accordance with the priority set forth in Section 4.05(B)) on the next Interest Payment Date, and when no amOlmts remain on deposit in the Improvement FWld the Improvement FWld shall be closed. Section 4.03. Costs of Issuance FWld. (A) Establishment of Costs of Issuance FWld. There is hereby established as a separate fund to be held by the Fiscal Agent, the Temecula Public Financing Authority Commlmity Facilities District No. 01-2 (Harveston) Costs of Issuance FWld, to the credit of which a deposit shall be made as required by Section 4.01(A)(i) and 4.01(B)(i). Moneys in the Costs of Issuance FWld 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. AmOlmts in the Costs of Issuance Flmd shall be disbursed from time to time to pay Costs of Issuance, as set forth in a requisition containing respective amowlts to be paid to the designated payees, signed by the Treasurer and delivered to the Fiscal Agent concurrently witll tile delivery of tile Bonds, or otllerwise 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 amOlmt set forth with respect to such payee pursuant to an Officer's -28- Certificate requesting payment of Costs of Issuance. The Fiscal Agent shall maintain the Costs of Issuance Flmd 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 eamings thereon, to the Treasurer for deposit by the Treasurer in the Administrative Expense Fund. (C) Investment. Moneys in the Costs of Issuance Flmd shall be invested and deposited in accordance with Section 6.01. Interest eamings and profits resulting from said investment shall be retained by the Fiscal Agent in the Costs of Issuance Flmd to be used for the purposes of such fWld. Section 4.04. Reserve FWld. (A) Establishment of Fund. There is hereby established as a separate fWld to be held by the Fiscal Agent the Temecula Public Financing Authority Commlmity Facilities District No. 01-2 (Harveston) Reserve FWld, and within SUcll fWld two subaccowlts designated as the Senior SubaccOlmt and the Subordinate Subaccount, to the credit of which subaccOlmts deposits shall be made as required by Section 4.01(A)(ii) and Section 4.01(B)(ii), respectively, and to the credit of which Senior SubaccOlmt the Fiscal Agent shall hold the Reserve Flmd Policy. The amowlt available to be drawn wlder the Reserve FWld Policy as of the Closing Date ($ ), and, together with the amOlmt to be deposited to the Senior Subaccount pursuant to Section 4.01(A)(ii), is equal to the Senior Subaccount Reserve Requirement as of the Closing Date. The amOlmt to be deposited to the Subordinate SubaccOlmt pursuant to Section 4.01(B)(ii) is equal to the Subordinate Subaccowlt Reserve Requirement as of the Closing Date. Deposits also shall be made to the Senior SubaccOlmt and the Subordinate SubaccOlmt as provided in Section 4.06(B). Moneys in the Senior Subaccount shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds (other than the Series 2006B Bonds) as a reserve for the payment of principal of, and interest and any premium on, the Bonds (other than the Series 2006B Bonds) and shall be subject to a lien in favor of the Owners of the Bonds (other than the Series 2006B Bonds). The Reserve Fund Policy shall be held by the Fiscal Agent for the credit of the Senior SubaccOlmt and the benefit of the Series 2006A Bonds, to be drawn upon as provided in Section 4.04(1). Moneys in the Subordinate Subaccowlt shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Series 2006B Bonds as a reserve for payment of principal of, and interest and any premium on, the Series 2006B Bonds and shall be subject to a lien in favor of the Owners of the Series 2006B Bonds. (B) Use of SubaccOlmts. Except as otherwise provided in this Section, all amOlmts deposited in the Senior Subaccount shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Flmd in the event of any deficiency at any time in the Bond FWld of the amowlt then required for payment of the principal of, and interest and any premium on, the Bonds (other than the Series 2006B Bonds) or, in accordance with the provisions of this Section, for the purpose of redeeming Bonds (other than the Series 2006B Bonds) from the Bond Fund. Notwithstanding any other provision hereof, proceeds of draws on the Reserve FWld Policy shall be used solely to pay debt service on the Series 2006A Bonds. lil any case where the Senior Subaccowlt of the Reserve Fund is fWlded with a combination of cash and the Reserve Flmd Policy, the Fiscal Agent shall (i) deplete all cash -29- balances and Permitted Investments in the Senior Subaccount of the Reserve FWld before drawing on the Reserve Fund Policy, and (ii) once all cash balances and Permitted Investments have been exhausted, the Fiscal Agent shall draw on the Reserve FWld Policy. Except as otherwise provided in this Section, all amowlts deposited in the Subordinate SubaccOlmt shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time, in the Bond Fund of the amOlmt then required for payment of the principal of, and interest and any premium on, the Series 2006B Bonds, or, in accordance with the provisions of this Section, for the purpose of redeeming Series 2006B Bonds from the Bond Fund. (C) Notice of Transfer Due to Deficiencv in Bond Fund. Whenever transfer is made from either of the subaccounts of the Reserve FWld to the Bond FWld due to a deficiency in the Bond Flmd, or if there is ever a draw on the Reserve Flmd Policy, the Fiscal Agent shall provide written notice thereof to the Treasurer, specifying the amowlt withdrawn and the subaccount from which the withdrawal was made, and/ or the amount drawn on the Reserve Flmd Policy, as applicable. (D) Transfer of Excess of Reserve Reauirement. Whenever, on the Business Day prior to any Interest Payment Date, or on any other date at the request of the Treasurer, the amount in the Senior Subaccowlt (taking into accowlt any amounts available to be drawn under the Reserve Fund Policy for the purposes of the Senior SubaccOlmt of the Reserve Fund) or the Subordinate Subaccowlt of the Reserve Fund exceeds the Senior Subaccowlt Reserve Requirement or the Subordinate SubaccOlmt Reserve Requirement, respectively, the Fiscal Agent shall provide written notice to the Treasurer of the amowlt of the excess and shall transfer an amount equal to the excess from the applicable subaccOlmt of the Reserve Flmd: (i) to the Bond Insurer, to the extent any amowlts are then owing by the Authority to the Bond Insurer in respect of amounts drawn lmder the Reserve Flmd Policy (including, but not limited to, repayment of any withdrawals wlder the Reserve FWld Policy whicll have not theretofore been repaid), and then (ii) to the Bond Flmd to be used for the payment of interest on the Bonds on the next lilterest Payment Date in accordance with the priorities set forth in Section 4.05(B). (E) Transfer When Balance Exceeds Outstandin2' Bonds. Whenever (i) the balance in the Senior Subaccount of the Reserve Fund (without regard to amounts available to be drawn wlder the Reserve FWld Policy) exceeds the amowlt required to redeem or pay the Outstanding Bonds (other than the Series 2006B Bonds), including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, and (ii) no amowlts are owing by the Authority to the Bond Insurer in respect of draws under the Reserve Fund Policy (including, but not limited to, repayment of any withdrawals wlder the Reserve FWld Policy which have not theretofore been repaid), the Fiscal Agent shall transfer the amount in the Senior Subaccowlt of the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date to the payment and redemption, in accordance with Section 2.03 or 4.05, as applicable, of all of the Outstanding Bonds (other than the Series 2006B Bonds). lil the event that the amOlmt so transferred from the Senior Subaccount of the Reserve Flmd to the Bond FWld exceeds the amowlt required to pay and redeem the Outstanding Bonds (other than the Series 2006B Bonds), the balance in the Senior SubaccOlmt of the Reserve Fund shall be transferred to the Authority to be used for any lawful purpose of the Authority. -311- Whenever the balance in the Subordinate Subaccowlt of the Reserve FWld exceeds the amOlmt required to redeem or pay the Outstanding Series 2006B Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Fiscal Agent shall transfer the amount in the Subordinate SubaccOlmt of the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date to the payment and redemption, in accordance with Section 2.03 or 4.05, as applicable, of all of the Outstanding Series 2006B Bonds. lil the event that the amowlt so transferred from the Subordinate SubaccOlmt of the Reserve Flmd to the Bond Flmd exceeds the amount required to pay and redeem the Outstanding Series 2006B Bonds, the balance in the Subordinate Subaccowlt of the Reserve Flmd shall be transferred to the Authority to be used for any lawful purpose of the Authority. Notwithstanding the foregoing, no amowlts shall be transferred from either of the subaccOlmts of the Reserve Fund pursuant to this Section 4.04(E) lmtil after (i) the payment to the Bond lilsurer of any amounts owed to it by the Authority in respect of draws wlder the Reserve Flmd Policy, (ii) the calculation of any amounts due to the federal government pursuant to Section 5.13 following payment of the applicable series of the Bonds and withdrawal of any such amOlmt from the applicable subaccOlmt of the Reserve Fund for purposes of making such payment to the federal government, and (iii) payment of any fees and expenses due to the Fiscal Agent. (F) Transfer UDon SDecial Tax PreDavment. Whenever Special Taxes are prepaid and Bonds are to be redeemed with the proceeds of such prepayment pursuant to Section 2.03(A)(v), a proportionate amOlmt in the subaccounts of the Reserve Flmd (determined on the basis of the principal of Bonds to be redeemed and the then outstanding principal of the Bonds, the series of Bonds to be redeemed (i.e. Series 2006A Bonds and Parity Bonds, and Series 2006B Bonds), and in any event without taking into accowlt any amowlts available to be withdrawn lmder the Reserve Flmd Policy), shall be transferred on the Business Day prior to the redemption date by the Fiscal Agent to the Bond Fund to be applied to the redemption of the Bonds pursuant to Section 2.03(A)(v). Notwithstanding the foregoing, in no event shall any transfer be made pursuant to this Section 4.04(F) which results in the (i) amount on deposit in the Senior SubaccOlmt being an amount less than the amOlmt of the Senior SubaccOlmt Reserve Requirement to be in effect following the redemption of such Bonds; or (ii) amowlt on deposit in the Subordinate SubaccOlmt being an amount less than the amount of the Subordinate Subaccowlt Reserve Requirement to be in effect following the redemption of such Bonds. Also, in no event shall there be a draw on the Reserve Flmd Policy to make any transfer provided for in this Section 4.04(F). (G) Transfer to Pav Rebate. Amowlts in the subaccowlts of the Reserve FWld may at any time be used, at the written direction of an Authorized Officer, for the purpose of paying any rebate liability as may be determined in accordance with Section 5.13; provided that amOlmts in the Subordinate SubaccOlmt shall be used for such purpose lmtil no amOlmts remain in such subaccowlt, prior to using amowlts in the Senior Subaccowlt for such purpose. Also, in no event shall there be a draw on the Reserve Flmd Policy to make any transfer provided for in this Section 4.04(F). (H) Investment. Moneys in the Senior Subaccowlt and in the Subordinate Subaccount of the Reserve Fund shall be invested in accordance with Section 6.01, and earnings on amounts -31- in a subaccowlt shall remain in the corresponding subaccount subject to transfer as provided in the foregoing subsections of this Section 4.04. (1) Pavments Under the Reserve Flmd Policv. As long as the Reserve Fund Policy shall be in full force and effect, the Authority and the Fiscal Agent agree to comply with the following provisions: (i) In the event and to the extent that moneys on deposit in the Senior SubaccOlmt of the Reserve Fund, plus all amowlts on deposit in and credited to the Bond FWld in excess of the amOlmt of the Reserve Flmd Policy, are insufficient to pay the amowlt of principal and interest coming due on the Series 2006A Bonds, then upon the later of: (a) one (1) day after receipt by the General Counsel of the Bond hlsurer of a demand for payment in the form attached to the Reserve FWld Policy as Attachment 1 (the "Demand for Payment"), duly executed by the Fiscal Agent certifying that payment due wlder this Agreement has not been made to the Fiscal Agent; or (b) the payment date of the Series 2006A Bonds as specified in the Demand for Payment presented by the Fiscal Agent to the General Counsel of the Bond Insurer, the Bond Insurer will make a deposit of ftmds in an account with the Fiscal Agent or its successor, in New York, New York, sufficient for the payment to the Fiscal Agent, of amOlmts which are then due to the Fiscal Agent wlder this Agreement (as specified in the Demand for Payment) up to but not in excess of the Surety Bond Coverage, as defined in the Reserve Flmd Policy; provided, however, that in the event that the amowlt on deposit in, or credited to, the Senior SubaccOlmt of the Reserve Flmd, in addition to the amowlt available wlder the Reserve FWld Policy, includes amowlts available lmder a letter of credit, insurance policy, surety bond or other such ftmding instrument (the "Additional FWlding hlstrument"), draws on the Reserve FWld Policy and the Additional Flmding Instrument shall be made on a pro rata basis to fWld the insufficiency. (ii) The Fiscal Agent shall, after submitting to the Bond hlsurer the Demand for Payment as provided in (i) above, make available to the Bond Insurer all records relating to the fWlds and accounts maintained by it under this Agreement. (iii) The Fiscal Agent shall, upon receipt of moneys received from the draw on the Reserve Flmd Policy, as specified in the Demand for Payment, credit the Senior Subaccowlt of the Reserve FWld to the extent of moneys received pursuant to such Demand. (iv) The Senior SubaccOlmt of the Reserve Flmd shall be replenished in the following priority: (a) principal and interest due wlder the terms of the Reserve FWld Policy shall be paid from first available Special Tax Revenues otherwise required to be deposited to the Senior Subaccount of the Reserve FWld; (b) after all such amOlmts are paid in full, amounts necessary to ftmd the Senior SubaccOlmt of the Reserve Fund to the required level, after taking into account the amounts available lmder the Reserve Flmd Policy shall be deposited from next available Special Tax Revenues otherwise required to be deposited to the Senior SubaccOlmt of the Reserve Flmd. -32- Section 4.05. Bond Flmd. (A) Establishment of Bond Fund and Svecial Tax Prevavments AccOlmt. There is hereby established as a separate fWld to be held by the Fiscal Agent, the Temecula Public Financing Authority Commlmity Facilities District No. 01-2 (Harveston) Bond Flmd, to the credit of which deposits shall be made as required by Sections 4.02(D), 4.04(B), 4.04(D), 4.04(E), 4.04(F), and 4.06(B), and any other amounts required to be deposited therein by this Agreement or the Act. There is also hereby created in the Bond FWld a separate accowlt to be held by the Fiscal Agent, consisting of the Special Tax Prepayments Account, to the credit of which deposits shall be made as provided in Section 4.06(A). Moneys in the Bond Fund and the account therein shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of, and interest and any premium on, the Bonds as provided below, and, pending such disbursement, shall be subject to a lien in favor of the Owners of the Bonds (subject in any event to the priorities for the disposition of amounts in the Bond Fund specified in Section 4.05(B)). (B) Disbursements. (i) Bond Fund Disbursements. Three (3) Business Days prior to each Interest Payment Date, the Fiscal Agent shall determine if the amounts then on deposit in the Bond Fund are sufficient to pay the Debt Service due on the Series 2006A Bonds on the next hlterest Payment Date. hl the event that amowlts in the Bond Flmd are insufficient for such purpose, the Fiscal Agent shall take action as required wlder Section 4.04(1) and/ or Section 10.01, as applicable. On each hlterest Payment Date, the Fiscal Agent shall withdraw from the Bond Flmd and pay to the Owners of the Bonds the principal, and interest and any premium, then due and payable on the Bonds, including any amowlts due on the Bonds by reason of the sinking payments set forth in Section 2.03(A)(iii) or (iv), or a redemption of the Bonds required by Section 2.03(A)(i), (ii) or (v), such payments to be made in the priority listed in the succeeding paragraph. Notwithstanding the foregoing, amounts in the Bond FWld as a result of a transfer pursuant to Section 4.02(D) shall be used to pay the principal of and interest on the Bonds prior to the use of any other amOlmts in the Bond FWld for such purpose. On each Interest Payment Date amounts on deposit in the Bond FWld shall be used to make the following payments in the order of priority listed, with each requirement to be satisfied in full prior to any use of amowlts for the next succeeding requirement: (i) payment of all interest due and owing (including any past due interest not yet paid) on the Bonds, other than the Series 2006B Bonds, (ii) payment of all principal due and owing (including any past due principal and any principal due by reason of sinking payments referred to in Section 2.03(A)(iii)) on the Bonds, other than the Series 2006B Bonds, (iii) payment of all interest due and owing (including any past due interest not yet paid) on the Series 2006B Bonds, and (iv) payment of all principal due and owing (including any past due principal and any principal due by reason of sinking payments referred to in Section 2.03(A)(iv)) on the Series 2006B Bonds. If the requirements of any of the preceding clauses (i) through (iv) can be met in part, but not -33- in full, available amounts shall be applied pro rata to payment of the applicable Bonds referenced in such clause. In the event that amounts in the Bond Flmd are insufficient for the purposes set forth in clauses (i) and (ii) of the preceding paragraph, the Fiscal Agent shall withdraw from the Senior SubaccOlmt of the Reserve Flmd, in accordance with the provisions of Section 4.04 hereof, to the extent of any fWlds or Permitted Investments therein, and then draw on the Reserve Flmd Policy, to the extent amOlmts are available lmder the Reserve FWld Policy, amowlts to cover the amowlt of such Bond FWld insufficiency, all in the priority provided in Section 4.04(B). AmOlmts so withdrawn from the Senior Subaccowlt of the Reserve Fund or drawn wlder the Reserve FWld Policy shall be deposited in the Bond Fund; and, notwithstanding any other provision of this Agreement, amounts drawn on the Reserve Fund Policy shall be used solely to make payments on the Series 2006A Bonds. In the event that amounts in the Bond Flmd are insufficient for the purpose set forth in clauses (iii) and (iv) of the second preceding paragraph, the Fiscal Agent shall withdraw from the Subordinate SubaccOlmt of the Reserve Fund to the extent of any funds therein amowlts to cover the amount of such Bond FWld insufficiency. Amounts so withdrawn from the Subordinate SubaccOlmt shall be deposited in the Bond Flmd and used solely to make payments on the Series 2006B Bonds. (ii) Special Tax Prepayments Account Disbursements. Moneys in the Special Tax Prepayments Account shall be transferred by the Fiscal Agent to the Bond Fund on the next date for which notice of redemption of Bonds can timely be given wlder Section 2.03(A)(v), and notice to the Fiscal Agent can timely be given lmder Section 2.03(B), and shall be used (together with any amowlts transferred pursuant to Section 4.04(F)) to redeem Bonds on the redemption date selected in accordance with Section 2.03. (C) Investment. Moneys in the Bond Flmd and the Special Tax Prepayments AccOlmt shall be invested and deposited in accordance with Section 6.01. hlterest eamings and profits resulting from the investment and deposit of amOlmts in the Bond Flmd and the Special Tax Prepayments ACCOWlt shall be retained in the Bond FWld and the Special Tax Prepayments AccOlmt, respectively, to be used for purposes of such ftmd and account. Section 4.06. Svecial Tax Fund. (A) Establishment of Svecial Tax Flmd. There is hereby established as a separate ftmd to be held by the Fiscal Agent, the Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) Special Tax Fund, to the credit of which the Fiscal Agent shall deposit amowlts received from or on behalf of the Authority consisting of Special Tax Revenues, and any amOlmts required by Sections 4.01 (C)(ii) and 4.07(B) to be deposited therein. The Authority shall promptly remit any such amowlts received by it to tile Fiscal Agent for deposit by the Fiscal Agent to the Special Tax Flmd. Notwithstanding the foregoing, (i) any Special Tax Revenues constituting payment of tile portion of tile Special Tax levy for Administrative Expenses shall be deposited by tile Treasurer in the Administrative Expense Flmd, and (ii) any proceeds of Special Tax -34- Prepayments shall be transferred by the Treasurer to the Fiscal Agent for deposit by the Fiscal Agent (as specified in writing by the Treasurer to the Fiscal Agent) directly in the Special Tax Prepayments Account established pursuant to Section 4.05(A). Moneys in tile Special Tax FWld shall be held in trust by tile Fiscal Agent for tile benefit of the Authority and the Owners of the Bonds, shall be disbursed as provided below and, pending disbursement, shall be subject to a lien in favor of tile Owners of tile Bonds and tile Authority. (B) Disbursements. From time to time as needed to pay the obligations of the District, but no later tlllil tl1fee (3) Business Days prior to each Interest Payment Date, tile Fiscal Agent shall withdraw from the Special Tax Flmd and transfer the following amounts in the following order of priority (i) to tile Bond FWld an amowlt, taking into account lilY amowlts tllen on deposit in the Bond Fund and any expected transfers from the Improvement Fund, the Senior Subaccowlt of tile Reserve FWld lild tile Special Tax Prepayments ACCOWlt to tile Bond FWld pursuant to Sections 4.02(D), 4.04(D), (E), and (F), and 4.05(B)(ii), such that the amount in the Bond Fund equals tile principal (including lilY sinking payment), premium, if lilY, lild interest due on the Bonds (other than the Series 2006B Bonds) on such Interest Payment Date, (ii) to the Bond hlsurer, any amounts owed by tile AutllOrity to tile Bond hlsurer in respect of amowlts drawn on the Reserve Flmd Policy (including, but not limited to, repayment of any witlldrawals wlder tile Reserve FWld Policy which have not tlleretofore been repaid); and (iii) to the Senior Subaccount of the Reserve Flmd an amount, taking into accOlmt amOlmts then on deposit in tile Senior Subaccount lild amounts available to be drawn wlder tile Reserve FWld Policy for purposes of the Senior SubaccOlmt of the Reserve Fund (after any amounts paid to tile Bond hlsurer wlder tile preceding clause (ii)), such tllat tile amowlt in tile Senior SubaccOlmt is equal to the Senior Subaccount Reserve Requirement, (iv) to the Bond Flmd an amowlt, taking into accowlt lilY expected trlilsfers referred to in clause (i) and from tile Subordinate SubaccOlmt of the Reserve Fund, as well as the requirements of the preceding clauses (i), (ii) lild (iii), such tllat tile amowlt in tile Bond FWld equals tile principal (including any sinking payment), premium, if any, and interest due on the Bonds (including the Series 2006B Bonds) on tile next Interest Payment Date, lild (v) to tile Subordinate Subaccowlt of tile Reserve Flmd an amOlmt, taking into account amOlmts then on deposit in the Subordinate Subaccowlt, such tllat tile amowlt in tile Subordinate Subaccowlt is equal to tile Subordinate SubaccOlmt Reserve Requirement. (C) Investment. Moneys in the Special Tax Flmd shall be invested and deposited in accordlilce Witll Section 6.01. hlterest eamings lild profits resulting from such investment lild deposit shall be retained in the Special Tax Fund to be used for the purposes thereof. Section 4.07. Administrative Expense Flmd. (A) Establishment of Administrative Expense Fund. There is hereby established as a separate fund to be held by tile Treasurer, tile Temecula Public Finlilcing AutllOrity Community Facilities District No. 01-2 (Harveston) Administrative Expense Flmd, to the credit of which deposits shall be made as required by Sections 4.01(C)(iii), 4.03(B) and 4.06(B). Moneys in the Administrative Expense Flmd shall be held in trust by the Treasurer for the benefit of tile AutllOrity, lild shall be disbursed as provided below. -35- (B) Disbursement. Amowlts in the Administrative Expense FWld shall be withdrawn by the Treasurer and paid to the Authority or its order upon receipt by the Treasurer of an Officer's Certificate stating the amowlt to be withdrawn, that such amowlt is to be used to pay an Administrative Expense or a Costs of Issuance, and the nature of such Administrative Expense or Costs of Issuance. Amowlts transferred from the Costs of Issuance FWld to the Administrative Expense Fund pursuant to Sections 4.01 (D), 4.02(D) or 4.03(B) shall be separately identified at all times, and shall be expended for purposes of the Administrative Expense Flmd prior to the use of amOlmts transferred to the Administrative Expense Flmd from the Special Tax Fund pursuant to Section 4.06(B). Annually, on the last day of each Fiscal Year commencing with the last day of Fiscal Year 2006-2007, the Treasurer shall withdraw any amounts then remaining in the Administrative Expense FWld in excess of $40,000 that have not otherwise been allocated to pay Administrative Expenses incurred but not yet paid, and which are not otherwise encumbered, and transfer such amounts to the Fiscal Agent for deposit by the Fiscal Agent in the Special Tax Flmd. (C) Investment. Moneys in the Administrative Expense Flmd shall be invested and deposited in accordance with Section 6.01. hlterest eamings and profits resulting from said investment shall be retained by the Treasurer in the Administrative Expense Flmd to be used for the purposes thereof. Section 4.0R. Refwldin2' Fund. (A) Establishment of Refwldin2' FWld. There is hereby established as a separate fWld to be held by the Fiscal Agent, the Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston), Refunding FWld, to the credit of which deposits shall be made as required by Section 4.01(A)(iii) and 4.01 (B)(iii). Moneys in the Reftmding Fund shall be held in trust by the Fiscal Agent for the benefit of the Authority, and shall be disbursed, as provided in subsection (B) of this Section. (B) Procedure for Disbursement. On the Closing Date, all amOlmts on deposit in the Refunding Fund shall be transferred by the Fiscal Agent to the Prior Trustee, to be used to pay in full and discharge the Prior Bonds. After disbursement of all amounts on deposit in the Refunding FWld, the Refwlding FWld shall be closed. -3h- ARTICLE V OTHER COVENANTS OF THE AUTHORITY Section 5.01. PWlctual Pavment. The Authority will punctually payor cause to be paid the principal of, and interest and any premium on, the Bonds when and as due in strict conformity with the terms of this Agreement and any Supplemental Agreement, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Agreement and all Supplemental Agreements and of the Bonds. Section 5.02. Limited Obli2'ation. The Bonds are limited obligations of the Authority on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amowlts in the Bond FWld (including the Special Tax Prepayments Account therein), the Reserve Flmd (provided that amOlmts in the Senior SubaccOlmt may only be used to pay amowlts due on the Bonds, other than the Series 2006B Bonds, and otherwise as provided in Section 4.05, and amOlmts in the Subordinate SubaccOlmt may only be used to pay amowlts due on the Series 2006B Bonds, and as otherwise provided in Section 4.(5) and, until disbursed as provided herein, the Special Tax Flmd. Section 5.03. Extension of Time for Pavment. In order to prevent any accumulation of claims for interest after maturity, the Authority 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 SUcll arrangement by purchasing or hmding said claims for interest or in any other manner. In case any such claim for interest shall be extended or fWlded, whether or not with the consent of the Authority, such claim for interest so extended or hmded shall not be entitled, in case of default hereunder, to tile benefits of tllis Agreement, except subject to tile prior payment in full of tile principal of all of the Bonds then Outstanding and of all claims for interest which shall not have so extended or fWlded. Section 5.04. A2'ainst Encumbrances. The AutllOrity will not encumber, pledge or place any charge or lien upon any of the Special Tax Revenues or other amOlmts pledged to the Bonds superior to or on a parity Witll tile pledge and lien herein created for tile benefit of tile Bonds, except as permitted by this Agreement. Section 5.05. Books and Records. The Authority will keep, or cause to be kept, proper books of record and accounts, separate from all otller records and accowlts of tile AutllOrity, in which complete and correct entries shall be made of all transactions relating to the expenditure of amowlts disbursed from tile Administrative Expense FWld and to tile Special Tax Revenues. Such books of record and accounts shall at all times during business hours be subject to the inspection of tile Fiscal Agent and tile Owners of not less tl1an ten percent (10%) of tile principal amOlmt of the Bonds then Outstanding, or their representatives duly authorized in writing. Section 5.06. Protection of Securitv and Ri2'hts of Owners. The Authority will preserve and protect tile security of tile Bonds and tile rights of tile Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the delivery of any of tile Bonds by tile AutllOrity, tile Bonds shall be incontestable by tile AutllOrity. -37- Section 5.07. Com?liance with Law. The Authority will comply with all applicable provisions of the Act and law in administering the District and completing the acquisition of the Project; provided that the Authority shall have no obligation to advance any of its own funds for any purpose whatsoever wlder this Agreement. Section 5.0S. Collection of SDecial Tax Revenues. The Authority shall comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues, including without limitation, the enforcement of delinquent Special Taxes. On or within five (5) Business Days of each June 1, the Fiscal Agent shall provide the Treasurer with a notice stating the amount then on deposit in the Bond Fund, and in the subaccowlts within the Reserve Fund, and informing the Authority that the Special Taxes may need to be levied pursuant to the Ordinance as necessary to provide for the debt service to become due on the Bonds in the calendar year that commences in the Fiscal Year for which the levy is to be made, and Administrative Expenses and replenishment (if necessary) of the Senior Subaccowlt and of the Subordinate Subaccowlt of the Reserve Fund so that the balance therein (taking into accOlmt, with respect to the Senior SubaccOlmt, the amOlmt available to be drawn wlder the Reserve FWld Policy) equals the Senior Subaccowlt Reserve Requirement and the Subordinate Subaccount Reserve Requirement, respectively. The receipt of or failure to receive such notice by the Treasurer shall in no way affect the obligations of the Treasurer wlder the following two paragraphs. Upon receipt of such notice, the Treasurer shall commlmicate with the Auditor to ascertain the relevant parcels on which the Special Taxes are to be levied, taking into accOlmt any parcel splits during the preceding and then current year. The Treasurer shall effect the levy of the Special Taxes each Fiscal Year in accordance with the Ordinance by each July 15 that the Bonds are outstanding, or otherwise such that the computation of the levy is complete before the final date on which Auditor will accept the transmission of the Special Tax amowlts for the parcels within the District for inclusion on the next real property tax roll. Upon the completion of the computation of the amounts of the levy, the Treasurer shall prepare or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to include the levy of the Special Taxes on the next real property tax roll. The Treasurer shall fix and levy the amowlt of Special Taxes within the District required for the payment of principal of and interest on any outstanding Bonds of the District becoming due and payable during the ensuing year, including any necessary replenishment or expenditure of the Senior SubaccOlmt and of the Subordinate Subaccount of the Reserve Flmd and an amowlt estimated to be sufficient to pay the Administrative Expenses (including amOlmts necessary to discharge any obligation under Section 5.13) during such year, taking into accowlt the balances in such funds and in the Special Tax Fund. The Special Taxes so levied shall not exceed the authorized amOlmts as provided in the proceedings pursuant to the Resolution of Formation. The Special Taxes shall be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same time and in the same proportionate amowlts and bear the same proportionate penalties and interest after delinquency as do the ad valorem taxes -38- on real property; provided that, pursuant to and in accordance with the Ordinance, the Special Taxes may be collected by means of direct billing of the property owners within the District, in which event the Special Taxes shall become delinquent if not paid when due pursuant to said billing. Section 5.09. Covenant to Foreclose. Pursuant to Section 53356.1 of the Act, the Authority hereby covenants with and for the benefit of the Owners of the Bonds that it will order, and cause to be commenced as hereinafter provided, and thereafter diligently prosecute to judgment (wlless such delinquency is tlleretofore brought current), an action in tile superior court to foreclose the lien of any Special Tax or installment thereof not paid when due as provided in tile following paragraph. The Treasurer shall notify tile AutllOrity Attomey of any such delinquency of which it is aware, and the Authority Attomey shall commence, or cause to be commenced, such proceedings. On or about February 15 and June 15 of each Fiscal Year, tile Treasurer shall compare the amount of Special Taxes theretofore levied in the District to the amOlmt of Special Tax Revenues tlleretofore received by tile AutllOrity, and: (A) Individual Delinauencies. If tile Treasurer determines tllat any single parcel subject to the Special Tax in the District is delinquent in the payment of Special Taxes in tile aggregate amowlt of $5,000 or more, tllen tile Treasurer shall send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner witllin 45 days of such determination, and (if tile delinquency remains lmcured) foreclosure proceedings shall be commenced by the Authority within 90 days of such determination. Notwitllstanding tile foregoing, tile Treasurer may defer such action if the amOlmts in the subaccounts of the Reserve Flmd (taking into account amowlts available to be drawn under tile Reserve Fund Policy) aggregate at least an amOlmt equal to the Maximum Reserve Fund AccOlmt. (B) AI!2Tel!ate Delimmencies. If the Treasurer determines that (i) the total amowlt of delinquent Special Tax for tile prior Fiscal Year for tile entire District, (including the total of delinquencies lmder subsection (A) above), exceeds 5% of the total Special Tax due and payable for tile prior Fiscal Year, or (ii) tllere are ten (10) or fewer owners of real property within the District, determined by reference to the latest available secured property tax roll of tile County, tile Treasurer shall notify or cause to be notified property owners who are then delinquent in the payment of Special Taxes (and demand immediate payment of tile delinquency) witllin 45 days of such determination, and the Authority shall commence foreclosure proceedings within 90 days of such determination against each parcel of land in tile District Witll a Special Tax delinquency. The Treasurer and the Authority Attomey, as applicable, are hereby authorized to employ cowlsel to conduct any such foreclosure proceedings. The fees and expenses of any such counsel (including a charge for Authority staff time) in conducting foreclosure proceedings shall be an Administrative Expense hereunder. Section 5.10. Furtller Assurances. The AutllOrity will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably -39- necessary or proper to carry out tile intention or to facilitate tile performance of tllis Agreement, and for the better assuring and confirming lmto the Owners of the rights and benefits provided in tllis Agreement. Section 5.11. Private Activitv Bond Limitations. The AutllOrity shall assure tllat tile proceeds of the Series 2006 Bonds and any amounts held in the Improvement Fund are not so used as to cause tile Series 2006 Bonds to satisfy tile private business tests of section 141(b) of the Code or the private loan financing test of section 141 (c) of the Code. Section 5.12. Federal Guarantee Prohibition. The Authority shall not take any action or permit or suffer any action to be taken if tile result of tile same would be to cause tile Series 2006 Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code. Section 5.13. Rebate Reouirement. The Authority shall take any and all actions necessary to assure compliance Witll section 14R(f) of tile Code, relating to tile rebate of excess investment eamings, if any, to the federal govemment, to the extent that such section is applicable to tile Series 2006 Bonds. If necessary, tile AutllOrity may use amowlts in tile subaccounts witllin tile Reserve Flmd (in accordance with the priorities in Section 4.0(G)), amOlmts on deposit in the Administrative Expense FWld, and any otller fWlds available to tile District, including amowlts advanced by the Authority or the City, in its respective sole discretion, to be repaid by the District as soon as practicable from amounts described in tile preceding clauses, to satisfy its obligations under this Section 5.13. The Treasurer shall take note of any investment of monies hereunder in excess of tile yield on tile Series 2006 Bonds, and shall take such actions as are necessary to ensure compliance with this Section 5.13, such as increasing the portion of the Special Tax levy for Administration Expenses as appropriate to have funds available in tile Administrative Expense Fund to satisfy any rebate liability lmder this Section 5.13. Section 5.14. No Arbitral!~. The Authority shall not take, or permit or suffer to be taken by tile Fiscal Agent or otllerwise, any action Witll respect to tile proceeds of tile Series 2006 Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on tile date of issuance of tile Series 2006 Bonds would have caused the Series 2006 Bonds to be "arbitrage bonds" within the meaning of section 148 of tile Code. Section 5.15. Yield of tile Bonds. hl determining tile yield of tile Series 2006 Bonds to comply with Section 5.13 and 5.14 hereof, the Authority will take into accOlmt redemption (including premium, if any) in advance of maturity based on tile reasonable expectations of tile Authority, as of the Closing Date, regarding prepayments of Special Taxes and use of prepayments for redemption of tile Bonds, WitllOut regard to whetller or not prepayments are received or Series 2006 Bonds redeemed. Section 5.16. Maintenance of Tax-Exemvtion. The Authority shall take all actions necessary to assure tile exclusion of interest on tile Series 2006 Bonds from tile gross income of the Owners of the Series 2006 Bonds to the same extent as such interest is permitted to be excluded from gross income wlder tile Code as in effect on tile date of issuance of tile Series 2006 Bonds. -411- Section 5.17. Continuinl! Disclosure to Owners. ill addition to its obligations under Section 9.07, tile AutllOrity hereby covenants and agrees tllat it will comply Witll and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of tllis Agreement, failure of tile AutllOrity to comply Witll tile Continuing Disclosure Agreement shall not be considered a default hereunder; however, any Participating Underwriter or any holder or Beneficial Owner (as defined in Section 2.13) of tile Bonds may take such actions as may be necessary and appropriate to compel performance by the Authority of its obligations tllerewlder, including seeking mandate or specific performance by court order. One or more owners of real property in the District as of the Closing Date may also enter into continuing disclosure agreements for tile benefit of tile holders and beneficial owners of the Bonds, and the Authority shall have no obligation whatsoever to enforce any obligations wlder any such agreement. Section 5.1S. Reduction of Svecial Taxes. The AutllOrity covenants and agrees to not consent or conduct proceedings with respect to a reduction in the maximum Special Taxes that may be levied in tile District below an amowlt, for any Fiscal Year, equal to 110% of tile aggregate of the Debt Service due on the Bonds in such Fiscal Year, plus a reasonable estimate of Administrative Expenses for such Fiscal Year. It is hereby acknowledged tllat Bondowners are purchasing the Bonds in reliance on the foregoing covenant, and that said covenant is necessary to assure tile full and timely payment of tile Bonds. Section 5.19. Limits on Svecial Tax Waivers and Bond Tenders. The AutllOrity covenants not to exercise its rights lmder the Act to waive delinquency and redemption penalties related to tile Special Taxes or to declare Special Tax penalties amnesty program if to do so would materially and adversely affect the interests of the owners of the Bonds and furtller covenants not to permit tile tender of Bonds in payment of any Special Taxes except upon receipt of a certificate of an Independent Financial Consultant that to accept such tender will not result in tile AutllOrity having insufficient Special Tax revenues to pay tile principal of and interest on the Bonds remaining Outstanding following such tender. -41- ARTICLE VI INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILITY OF THE AUTHORITY Section 6.01. De?osit and Investment of Monevs in Flmds. Moneys in any fund or account created or established by tllis Agreement and held by tile Fiscal Agent shall be invested by the Fiscal Agent in Permitted illvestments, as directed pursuant to an Officer's Certificate filed Witll tile Fiscal Agent at least two (2) Business Days in advance of tile making of such investments. In the absence of any such Officer's Certificate, the Fiscal Agent shall invest, to tile extent reasonably practicable, any such moneys in Permitted Investments described in clause (g) of the definition thereof in Section 1.03, which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. The Treasurer shall make note of any investment of funds hereunder in excess of the yield on the Bonds, so that appropriate actions can be taken to assure compliance Witll Section 5.13. Moneys in any fWld or accowlt created or established by tllis Agreement and held by the Treasurer shall be invested by the Treasurer in any Permitted Investment, which in any event by tlleir terms mature prior to tile 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 fWld or accowlt, subject, however, to tile requirements of tllis Agreement for transfer of interest eamings and profits resulting from investment of amOlmts in ftmds and accounts. Whenever in tllis Agreement any moneys are required to be transferred by tile Authority to the Fiscal Agent, such transfer may be accomplished by transferring a like amount of Permitted hlVestments. The Fiscal Agent and its affiliates or tile Treasurer may act as sponsor, advisor, depository, principal or agent in the acquisition or disposition of any investment. Neither the Fiscal Agent nor tile Treasurer shall incur any liability for losses arising from any investments made pursuant to this Section. The Fiscal Agent shall not be required to determine the legality of any investments. The value of investments in tile Senior Subaccount of tile Reserve Fund or tile Bond Flmd (including any accOlmts therein) shall be determined as follows: (a) for the purpose of determining tile amowlt in any such fWld, all Permitted Investments credited to any such fWld shall be valued at fair market value, and the Fiscal Agent shall determine the fair market value based on accepted industry standards and from accepted industry providers (accepted industry providers shall include but are not limited to pricing services provided by Financial Times hlteractive Data Corporation, Merrill Lynch, Salomon Smitll Bamey, Bear Steams, or Lehman Brothers); (b) as to certificates of deposit and bankers' acceptances: the face amOlmt thereof, plus, accrued interest tllereon; and (c) as to any investment not specified above: tile value thereof established by prior agreement among the Authority, the Fiscal Agent, and Bond hlsurer. Except as otllerwise provided in tile preceding paragraph or tile next sentence, all investments of amOlmts deposited in any fund or accOlmt created by or pursuant to this Agreement, or otllerwise containing gross proceeds of tile Bonds (witllin tile meaning of section -42- 14R of tile Code) shall be acquired, disposed of, and valued (as of tile date tllat valuation is required by this Agreement or the Code) at Fair Market Value. The Fiscal Agent shall have no duty in connection witll tile determination of Fair Market Value otller tlllil to follow tile investment direction of an Authorized Officer in any written direction of any Authorized Officer. hlVestments in funds or accowlts (or portions tllereof) tllat are subject to a yield restriction under the applicable provisions of the Code and (lmless valuation is lmdertaken at least li1l1ually) investments in tile subaccounts witllin tile Reserve FWld shall be valued at tlleir present value (within the meaning of section 148 of the Code). The Fiscal Agent shall not be liable for verification of tile application of such sections of tile Code. hlVestments in lilY and all fWlds lild accounts may be commingled in a separate fWld or ftmds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for trlilsfer to or holding in or to tile credit of particular fWlds or accowlts of amOlmts received or held by the Fiscal Agent or the Treasurer herelmder, provided that the Fiscal Agent or tile Treasurer, as applicable, shall at all times accowlt for such investments strictly in accordance with the funds and accOlmts to which they are credited and otherwise as provided in tllis Agreement. The Fiscal Agent or tile Treasurer, as applicable, shall sell at Fair Market Value, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet lilY required payment, transfer, witlldrawal or disbursement from tile fWld or account to which such investment security is credited and neither the Fiscal Agent nor the Treasurer shall be liable or responsible for lilY loss resulting from tile acquisition or disposition of such investment security in accordance herewith. The Authority acknowledges that to the extent regulations of the Comptroller of the Currency or otller applicable regulatory entity grant tile AutllOrity tile right to receive brokerage confirmations of security transactions as they occur, the Authority specifically waives receipt of such confirmations to tile extent permitted by law. The Fiscal Agent will fumish the Authority periodic cash transaction statements which include detail for all investment transactions made by tile Fiscal Agent hereunder. Section 6.02. Limited Oblil!ation. The AutllOrity's obligations herewlder are limited obligations of the Authority on behalf of the District and are payable solely from and secured solely by tile Special Tax Revenues lild tile amowlts in tile Special Tax FWld, tile Bond FWld (including the Special Tax Prepayments Account therein) and the Reserve Fund (including the subaccowlts tllerein, subject to tile limitations in Section 4.(5) created hereunder. Section 6.03. Liabilitv of AutllOritv. The AutllOrity shall not incur lilY responsibility in respect of the Bonds or this Agreement other than in connection with the duties or obligations explicitly herein or in tile Bonds assigned to or imposed upon it. The AutllOrity shall not be liable in connection with the performance of its duties herelmder, except for its own negligence or willful default. The AutllOrity shall not be bowld to ascertain or inquire as to tile performance or observance of any of the terms, conditions covenants or agreements of the Fiscal Agent herein or of any of tile documents executed by tile Fiscal Agent in connection Witll the Bonds, or as to the existence of a default or event of default therelmder. -43- hl tile absence of bad faitll, tile AutllOrity, including tile Treasurer, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions fumished to tile AutllOrity mld conforming to tile requirements of this Agreement. The Authority, including the Treasurer, shall not be liable for any error of judgment made in good faitll wlless it shall be proved tllat it was negligent in ascertaining tile pertinent facts. No provision of this Agreement shall require the Authority to expend or risk its own general fWlds or otllerwise incur mlY finmlcialliability (otller tllml Witll respect to tile Special Tax Revenues) in the performance of any of its obligations herelmder, or in the exercise of any of its rights or powers, if it shall have reasonable growlds for believing tllat repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Authority and the Treasurer 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 tile proper party or proper parties. The AutllOrity may consult Witll cowlsel, who may be the Authority Attomey, with regard to legal questions, and the opinion of such cOlmsel shall be full mld complete autllOrization mld protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. The Authority shall not be bOlmd to recognize any person as the Owner of a Bond wlless mld until such Bond is submitted for inspection, if required, and his title tllereto satisfactory established, if disputed. Whenever in the administration of its duties lmder this Agreement the Authority or the Treasurer shall deem it necessary or desirable tllat a matter be proved or established prior to taking or suffering any action herelmder, such matter (lmless other evidence in respect thereof be herein specifically prescribed) may, in tile absence of willful misconduct on tile part of tile Authority, be deemed to be conclusively proved and established by a certificate of the Fiscal Agent, ml Appraiser, ml hldependent Finmlcial Consultant or a Tax Consultmlt, mld such certificate shall be full warrant to the Authority and the Treasurer for any action taken or suffered under tile provisions of tllis Agreement or mlY Supplemental Agreement upon tile faith thereof, but in its discretion the Authority or the Treasurer may, in lieu thereof, accept otller evidence of such matter or may require such additional evidence as to it may seem reasonable. Section 6.04. Emvlovment of Al!ents bv Authoritv. In order to perform its duties and obligations herewlder, tile AutllOrity and/ or tile Treasurer may employ such persons or entities as it deems necessary or advisable. The Authority shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faitll hereunder, mld shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations mld directions of such persons or entities. Section 6.05. Remedies of Bond hlsurer Uvon Default. If tile AutllOrity shall: (A) fail to pay principal or interest on the Series 2006A Bonds when due mld payable as provided herein; or -44- (B) fail to observe any of the other covenants, agreements or conditions on its part contained herein or in tile Series 2006A Bonds and such failure shall continue for the period of 30 days after written notice thereof has been provided to the Authority by tile Bond hlsurer or tile Fiscal Agent, such failure shall constitute a default hereunder and, in such event, tile Bond hlsurer shall be entitled to pursue any remedy available to the Owners of the Series 2006A Bonds herelmder, at law or in equity to enforce tile AutllOrity's obligation to make such payments and honor such covenants and agreements and shall be deemed the sole owner of the Series 2006A Bonds for such purposes. -45- ARTICLE VII THE FISCAL AGENT Section 7.01. Avvointment of Fiscal Al!ent. U.s. Bank National Association is hereby appointed Fiscal Agent and paying agent for the Bonds. The Fiscal Agent lmdertakes to perform such duties, and only such duties, as are specifically set fortll in tllis Agreement, mld no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent. Any company into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any compmlY resulting from mlY 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 compmlY shall be eligible wlder the following paragraph of this Section, shall be the successor to such Fiscal Agent without the execution or filing of mlY paper or mlY furtller act, mlytlling herein to tile contrary notwithstanding. The Authority may at any time remove the Fiscal Agent initially appointed, and any successor tllereto, mld may appoint a successor or successors tllereto, but mlY such successor shall be a bank, corporation or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), mld subject to supervision or examination by federal or state authority. If such bank, corporation or trust compmlY publishes a report of condition at least annually, pursumlt to law or to tile requirements of any supervising or examining authority above referred to, then for the purposes of tllis Section 7.01, combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Fiscal Agent may at mlY time resign by giving written notice to tile AutllOrity mld by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, tile AutllOrity shall promptly appoint a successor Fiscal Agent by ml instrument in writing. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance of appointment by tile successor Fiscal Agent. If no appointment of a successor Fiscal Agent shall be made pursumlt to tile foregoing provisions of this Section within forty-five (45) days after the Fiscal Agent shall have given to tile AutllOrity written notice or after a vacmlcy in tile office of tile Fiscal Agent shall have occurred by reason of its inability to act, the Fiscal Agent or any Owner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may tllereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent. If, by reason of the judgment of any court, or reasonable agency, the Fiscal Agent is rendered wlable to perform its duties hereunder, all such duties mld all of tile rights mld powers of the Fiscal Agent hereunder shall be assumed by and vest in the Treasurer of the AutllOrity in trust for tile benefit of tile Owners. The AutllOrity covenmlts for tile direct benefit of the Owners that its Treasurer in such case shall be vested with all of the rights and powers of tile Fiscal Agent herewlder, and shall assume all of tile responsibilities and perform all of tile -4h- duties of tile Fiscal Agent herewlder, in trust for tile benefit of tile Owners of tile Bonds. hl such event, the Treasurer may designate a successor Fiscal Agent qualified to act as Fiscal Agent herewlder. Section 7.02. Liabilitv of Fiscal Al!ent. The recitals of facts, covenants mld agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of tile AutllOrity, and tile Fiscal Agent assumes no responsibility for tile correcbless of tile same, or makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, or shall incur mlY responsibility in respect tllereof, otller tllml in connection Witll tile duties or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in connection Witll tile performmlce of its duties herewlder, except for its own negligence or willful default. The Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any offering memormldum or otller disclosure material prepared or distributed with respect to the issuance of the Bonds. ill the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the statements mld tile correcbless of tile opinions expressed tllerein, upon certificates or opinions fumished to the Fiscal Agent and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions by which mlY provision hereof are specifically required to be fumished to the Fiscal Agent, the Fiscal Agent shall be lmder a duty to examine the same to determine whetller or not tlley conform to tile requirements of tllis 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 faitll, reasonably and in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or otller 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 mld fumished pursumlt to mlY provision of tllis Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument. The Fiscal Agent shall not be liable for mlY error of judgment made in good faitll wlless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts. No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otllerwise incur mlY finmlcial liability in the performmlce of mlY of its duties hereunder, or in the exercise of any of its rights or powers. The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by tllis Agreement at tile request or direction of mlY of tile Owners pursumlt to tllis Agreement lmless such Owners shall have offered to the Fiscal Agent reasonable security or indemnity against tile costs, expenses mld liabilities which might be incurred by it in compliance with such request or direction. The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not tile Fiscal Agent. The Fiscal Agent shall have no duty or obligation whatsoever to enforce tile collection of Special Taxes or other ftmds to be deposited with it hereunder, or as to the correctness of any -47- amowlts received, and its liability shall be limited to tile proper accounting for such fWlds as it shall actually receive. ill order to perform its duties and obligations herelmder, the Fiscal Agent may employ such persons or entities as it deems necessary or advisable. The Fiscal Agent shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, mld shall be fully protected in doing so, upon tile opinions, calculations, determinations and directions of such persons or entities. Section 7.03. Books and Records: illformation. The Fiscal Agent will keep, or cause to be kept, proper books of record and accowlts, separate from all otller records mld accounts of the Fiscal Agent, in which complete and correct entries shall be made of all transactions relating to tile expenditure of amounts disbursed from tile Bond FWld (including tile Special Tax Prepayments Account therein), the Reserve Flmd (including the Senior Subaccount and the Subordinate Subaccowlt tllerein), tile Special Tax FWld, tile Refunding Fund, tile Improvement Flmd and the Costs of Issuance Fund. Such books of record and accOlmts shall at all times during business hours be subject to tile inspection of tile AutllOrity mld tile Owners of not less than ten percent (10%) of the principal amOlmt of the Bonds then Outstanding, or their representatives duly autllOrized in writing upon reasonable prior notice. The Fiscal Agent shall provide to tile AutllOrity such information relating to tile Bonds and the ftmds and accounts maintained by the Fiscal Agent hereunder as the Authority shall reasonably request, including but not limited to quarterly statements reporting funds held mld transactions by the Fiscal Agent. Section 7.04. Notice to Fiscal Al!ent. The Fiscal Agent 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 in good faith by it to be genuine mld to have been signed or presented by tile proper party or proper parties. The Fiscal Agent may consult with counsel, who may be cOlmsel to the Authority, with regard to legal questions, and tile opinion of such counsel shall be full mld complete autllOrization mld protection in respect of any action taken or suffered by it herelmder in good faith and in accordmlce tllerewitll. The Fiscal Agent shall not be bound to recognize any person as tile Owner of a Bond lmless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Whenever in tile administration of its duties wlder tllis Agreement tile Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering mlY action herewlder, such matter (wlless otller evidence in respect tllereof 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 ml Officer's Certificate, mld such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered lmder tile provisions of tllis Agreement or mlY Supplemental Agreement upon tile faitll tllereof, 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. -48- Section 7.05. Comvensation. hldemnification. The AutllOrity shall pay to tile Fiscal Agent from time to time reasonable compensation for all services rendered as Fiscal Agent wlder tllis Agreement, and also all reasonable expenses, charges, counsel fees mld otller disbursements, including those of their attomeys, agents and employees, incurred in and about tile performmlce of tlleir powers and duties wlder tllis Agreement, but tile Fiscal Agent shall not have a lien therefor on any funds at any time held by it lmder this Agreement. The AutllOrity furtller agrees, to tile extent permitted by applicable law, to indemnify mld save tile Fiscal Agent, its officers, employees, directors and agents harmless against any costs, expenses, claims or liabilities whatsoever, including WitllOut limitation fees mld expenses of its attomeys, which it may incur in the exercise and performance of its powers and duties herelmder which are not due to its negligence or willful misconduct. The obligation of tile AutllOrity wlder tllis Section shall survive resignation or removal of the Fiscal Agent lmder this Agreement and payment of tile Bonds and discharge of tllis Agreement, but mlY monetary obligation of tile Authority arising lmder this Section shall be limited solely to amOlmts on deposit in the Administrative Expense Fund. Section 7.06. Bond Insurer Ril!hts Rel!ardinl! tile Fiscal Al!ent. The Fiscal Agent may be removed at any time, at the request of the Bond illsurer, for any breach of the trust set forth in tllis Agreement. The Bond hlsurer shall receive prior written notice of any Fiscal Agent resignation. Every successor Fiscal Agent appointed pursuant to Section 7.01 shall be a trust compmlY or bmlk in good stmlding located in or incorporated wlder tile laws of tile State, duly authorized to exercise trust powers and subject to examination by federal or state authority, having a reported capital and surplus of not less tl1an $75,000,000 mld acceptable to tile Bond illsurer. Any successor Fiscal Agent shall not be appointed unless the Bond illsurer approves such successor in writing. Notwitllstmlding mlY otller provision of tllis Agreement, no removal, resignation or termination of the Fiscal Agent shall take effect until a successor, acceptable to tile Bond hlsurer, shall be appointed by tile AutllOrity. Notwitllstmlding mlY otller provision of tllis Agreement, in determining whetller tile rights of the Owners of the Series 2006A Bonds will be adversely affected by any action taken pursumlt to tile terms mld provisions of tllis Agreement, tile Fiscal Agent shall consider tile effect on the Owners of the Series 2006A Bonds as if there were no Bond Insurance Policy. -49- ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Section R.01. Amendments Permitted. This Agreement and tile rights mld obligations of the Authority and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to tile affirmative vote at a meeting of Owners, or Witll tile written consent without a meeting, of the Owners of (i) at least sixty percent (60%) in aggregate principal amount of tile Series 2006A Bonds tllen Outstmlding and (ii) at least sixty percent (60%) in aggregate principal amount of then Series 2006B Bonds then Outstanding, in each case exclusive of Bonds disqualified as provided in Section R.04. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate thereon, or otllerwise alter or impair tile obligation of tile AutllOrity to pay tile principal of, and tile interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit tile creation by tile AutllOrity of mlY pledge or lien upon tile Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the Owners of the Bonds (except as otllerwise permitted by tile Act, tile laws of tile State of Califomia or tllis Agreement), or (iii) reduce the percentage of Bonds of each series required for the amendment hereof. Any such amendment may not modify mlY of tile rights or obligations of tile Fiscal Agent WitllOut its written consent. This Agreement and the rights and obligations of the Authority and of the Owners may also be modified or amended at mlY time by a Supplemental Agreement, WitllOut tile consent of any Owners, only to the extent permitted by law and only for anyone or more of the following purposes: (A) to add to tile covenmlts mld agreements of tile AutllOrity in tllis Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender mlY right or power herein reserved to or conferred upon tile AutllOrity; (B) to make modifications not adversely affecting mlY Outstmlding series of Bonds of the Authority in any material respect; (C) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing mlY defective provision contained in tllis Agreement, or in regard to questions arising lmder this Agreement, as the Authority or tile Fiscal Agent may deem necessary or desirable and not inconsistent Witll tllis Agreement, and which shall not adversely affect the rights of the Owners of the Bonds; (D) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from gross federal income taxation of interest on tile Bonds; and (E) in connection with the Issuance of Parity Bonds lmder and pursuant to Section 2.14. -511- Section R.02. Owners' Meetinl!s. The AutllOrity may at mlY time call a meeting of tile Owners. In such event the Authority is authorized to fix the time and place of said meeting and to provide for tile giving of notice tllereof, and to fix mld adopt rules mld regulations for tile cond uct of said meeting. Section 8.03. Procedure for Amendment with Written Consent of Owners. The AutllOrity mld tile Fiscal Agent may at mlY time adopt a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent tllat such amendment is permitted by Section R.01, to take effect when mld as provided in tllis Section. A copy of such Supplemental Agreement, together with a request to Owners for their consent tllereto, shall be mailed by first class mail, by tile Fiscal Agent to each Owner of Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect tile validity of tile Supplemental Agreement when assented to as in tllis Section provided. Such Supplemental Agreement shall not become effective wlless tllere shall be filed with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in aggregate principal amowlt of tile Bonds tllen Outstmlding (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 tile Owner of tile Bonds giving such consent mld on any subsequent Owner (whether or not such subsequent Owner has notice thereof) lmless such consent is revoked in writing by tile 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 tllis Section provided for has been mailed. After tile Owners of tile required percentage of Bonds shall have filed tlleir consents to the Supplemental Agreement, the Authority shall mail a notice to the Owners in the manner hereinbefore provided in tllis Section for tile mailing of tile Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds mld will be effective as provided in tllis Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents tllereto). Proof of tile mailing of such notice shall be filed Witll tile 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 tile matters tllerein stated until tile contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, mld tile Supplemental Agreement shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon the Authority and the Owners of all Bonds at tile expiration of sixty (60) days after such filing, except in tile 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 witllin such sixty-day period. Section R.04. Disaualified Bonds. Bonds owned or held for tile accowlt of tile Authority, excepting any pension or retirement ftmd, shall not be deemed Outstanding for the purpose of any vote, consent or otller action or any calculation of Outstmlding 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 tllis Article VIII; provided, however, tllat tile Fiscal Agent shall not be deemed to have knowledge that any Bond is owned or held by the Authority lmless the -51- AutllOrity is tile registered Owner or tile Fiscal Agent has received written notice tllat any otller registered Owner is an Owner for the account of the Authority. Section 8.05. Effect of Suvvlemental Al!reement. From and after the time any Supplemental Agreement becomes effective pursumlt to tllis Article VIII, tllis Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties mld obligations under tllis Agreement of tile AutllOrity and all Owners of Bonds Outstmlding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications mld amendments, and all tile terms mld conditions of mlY such Supplemental Agreement shall be deemed to be part of the terms and conditions of this Agreement for any mld all purposes. Section R.06. Endorsement or Revlacement of Bonds Issued After Amendments. The Authority may determine that Bonds issued and delivered after the effective date of any action taken as provided in tllis Article VIII shall bear a notation, by endorsement or otllerwise, in form approved by the Authority, as to such action. ill that case, upon demand of the Owner of mlY Bond Outstanding at such effective date mld presentation of his Bond for tllat purpose at the Principal Office of the Fiscal Agent or at such other office as the Authority may select and designate for tllat purpose, a suitable notation shall be made on such Bond. The AutllOrity may determine that new Bonds, so modified as in the opinion of the Authority is necessary to conform to such Owners' action, shall be prepared, executed mld delivered. In tllat case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at tile Principal Office of tile Fiscal Agent WitllOut cost to mlY Owner, for Bonds tllen Outstanding, upon surrender of such Bonds. Section 8.07. Amendatorv Endorsement of Bonds. The provisions of this Article VIII shall not prevent mlY Owner from accepting any amendment as to tile particular Bonds held by him, provided that due notation thereof is made on such Bonds. -52- ARTICLE IX MISCELLANEOUS Section 9.01. Benefits of Al!reement Limited to Parties. Notlling in tllis Agreement, expressed or implied, is intended to give to any person other than the Authority, the Fiscal Agent and tile Owners, mlY right, remedy, claim wlder or by reason of tllis Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of tile AutllOrity shall be for tile sole mld exclusive benefit of tile Owners mld tile Fiscal Agent. Section 9.02. Successor is Deemed hlcluded in All References to Predecessor. Whenever in this Agreement or any Supplemental Agreement either the Authority or the Fiscal Agent is named or referred to, such reference shall be deemed to include tile successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of tile AutllOrity or tile Fiscal Agent shall bind mld inure to tile benefit of tile respective successors and assigns thereof whether so expressed or not. Section 9.03. Discharl!e of Al!reement. The Authority shall have the option to pay and discharge tile entire indebtedness on all or mlY portion of tile Bonds Outstmlding in anyone or more of the following ways: (A) by well and truly paying or causing to be paid the principal of, and interest mld mlY premium on, such Bonds Outstanding, as and when tile same become due mld payable; (B) by depositing with the Fiscal Agent, in trust, at or before maturity, money which, togetller witll tile amowlts tllen on deposit in tile fWlds mld accounts provided for in Sections 4.04 and 4.05 is fully sufficient to pay such Bonds Outstanding, including all principal, interest mld redemption premiums; or (C) by irrevocably depositing Witll tile Fiscal Agent, in trust, cash mld Federal Securities in such amount as the Authority shall determine as confirmed by Bond Counselor an independent certified public accowltmlt will, togetller witll tile interest to accrue thereon and moneys (not including the Reserve Fund Policy) then on deposit in tile fund mld accounts provided for in Sections 4.04 mld 4.05, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before tlleir respective maturity dates, and paying all amOlmts due and owing or to become due and owing by the Authority lmder the Reserve Fund Policy (including, but not limited to, repayment of any witlldrawals lmder the Reserve Flmd Policy which have not theretofore been repaid). If the Authority shall have taken any of the actions specified in (A), (B) or (C) above, mld if such Bonds are to be redeemed prior to tile maturity tllereof 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 tile giving of such notice, tllen, at tile election of tile AutllOrity, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of tile Special Taxes mld otller fWlds provided for in tllis Agreement mld all otller obligations of -53- tile AutllOrity under tllis Agreement Witll respect to such Bonds Outstanding shall cease mld terminate. Notice of such election shall be filed with the Fiscal Agent. Notwithstanding the foregoing, tile obligation of tile AutllOrity to payor cause to be paid to tile Owners of tile Bonds not so surrendered and paid all sums due thereon, all amOlmts owing to the Fiscal Agent pursumlt to Section 7.05, mld otllerwise to assure tllat no action is taken or failed to be taken if such action or failure adversely affects the exclusion of interest on the Bonds from gross income for federal income tax purposes, shall continue in mlY event. Upon complimlce by tile AutllOrity witll tile foregoing Witll respect to all Bonds Outstanding, any ftmds held by the Fiscal Agent after payment of all fees and expenses of the Fiscal Agent, which are not required for tile purposes of tile preceding paragraph, shall be paid over to the Authority and any Special Taxes thereafter received by the Authority shall not be remitted to tile Fiscal Agent but shall be retained by tile AutllOrity to be used for any purpose permitted lmder the Act. Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due on tile Series 2006A Bonds shall be paid by tile Bond hlsurer pursumlt to tile Bond illsurance Policy, the Series 2006A Bonds shall remain Outstanding for all purposes, not be defeased or otllerwise satisfied and not be considered paid by tile AutllOrity, mld tile assignment and pledge of the Special Taxes lmder this Agreement and all covenants, agreements mld otller obligations of tile AutllOrity to the Owners of tile Series 2006A Bonds shall continue to exist and shall flm to the benefit of the Bond illsurer, and the Bond illsurer shall be subrogated to tile rights of such Owners. Section 9.04. Execution of Documents mld Proof of Ownershi? bv 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 attomeys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attomey of such request, declaration or otller instrument, or of such writing appointing such attomey, may be proved by the certificate of any notary public or other officer autllOrized to take acknowledgments of deeds to be recorded in tile state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him tile execution tllereof, or by ml affidavit of a wibless of such execution, duly swom to before such notary public or other officer. Except as otherwise herein expressly provided, the ownership of registered Bonds and tile amowlt, maturity, number mld date of holding tile same shall be proved by tile registry books. Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of any tiling done or suffered to be done by tile Authority or the Fiscal Agent in good faith and in accordance therewith. Section 9.05. Waiver of Personal Liabilitv. No director, COlmcilmember, officer, official, agent or employee of tile AutllOrity, tile City or tile District shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing -54- herein contained shall relieve mlY such director, CowlCilmember, officer, official, agent or employee from the performance of any official duty provided by law. Section 9.06. Notices to and Demands on Authoritv. Fiscal Al!ent and Bond msurer. Any notice or demmld which by any provision of tllis Agreement is required or permitted to be given or served by the Fiscal Agent or the Bond Insurer to or on the Authority may be given or served by being deposited postage prepaid in a post office letter box addressed (wltil anotller address is filed by the Authority with the Fiscal Agent and the Bond msurer) as follows: Temecula Public Financing Authority c/o City of Temecula 43200 Business Park Drive Temecula, CA 92590 Attn: Treasurer Any notice or demand which by any provIsion of this Agreement is required or permitted to be given or served by tile AutllOrity to or on tile Fiscal Agent may be given or served by being deposited postage prepaid in a post office letter box addressed (lmtil another address is filed by tile Fiscal Agent Witll tile AutllOrity) as follows (provided tllat mlY such notice shall not be effective lmtil actually received by the Fiscal Agent): u.s. Bank National Association 633 W. Fift1l Street, 24~ Floor Los Angeles, CA 90071 Attention: Corporate Trust Services Reference: Temecula CFD 01-2 (Harveston) Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by tile Fiscal Agent or tile AutllOrity to or on tile Bond hlsurer may be given or served by being deposited postage prepaid in a post office letter box addressed (until anotller address is filed by tile Bond Insurer Witll tile Fiscal Agent and tile AutllOrity) as follows: [to come] Section 9.07. State Revortinl! Reouirements. The following requirements shall apply to tile Bonds, in addition to tllOse requirements wlder Section 5.17: (A) Annual Revortin2;. Not later tl1an October 30 of each calendar year, beginning with the October 30 first succeeding the date of the Bonds, and in each calendar year tllereafter Wltil tile October 30 following tile final maturity of tile Bonds, the Treasurer shall cause the following information to be supplied to CDIAC: (i) the principal amount of each series of tile Bonds Outstmlding; (ii) tile balmlce in tile Senior SubaccOlmt and in the Subordinate Subaccount of the Reserve Flmd; (iii) that there was no capitalized interest fWlded for tile Bonds; (iv) tile number of parcels in tile District which are delinquent in the payment of Special Taxes, the amOlmt of each delinquency, tile lengtll of time delinquent mld when foreclosure was commenced for each delinquent parcel; (v) the balance in the Improvement Flmd; and (vi) the assessed value -55- of all parcels in tile District subject to tile levy of tile Special Taxes as shown in most recent equalized roll. The annual reporting shall be made using such form or forms as may be prescribed by CDIAC. (B) Otller Reoortinl!.. If at any time tile Fiscal Agent fails to pay principal mld interest due on any scheduled payment date for the Bonds, or if funds are withdrawn from a subaccount of tile Reserve FWld to pay principal mld interest on tile Bonds, tile Fiscal Agent shall notify the Treasurer of such failure or withdrawal in writing. The Treasurer shall notify CDIAC mld tile Original Purchaser of such failure or witlldrawal within 10 days of such failure or withdrawal. (C) Soecial Tax Reoortin2;. The Treasurer shall file a report with the Authority no later tl1an January 1, 2007, mld at least once a year tllereafter, which annual report shall contain: (i) the amount of Special Taxes collected and expended with respect to the District, (ii) tile amount of Bond proceeds collected and expended Witll respect to tile District, and (iii) the status of the Project. It is acknowledged that the Special Tax Flmd mld tile Special Tax Prepayments Account are tile accowlts into which Special Taxes collected on the District will be deposited for purposes of Section 50075.1(c) of the Califomia Govemment Code, and tile fWlds mld accowlts listed in Section 4.01 are tile funds and accounts into which Bond proceeds will be deposited for purposes of Section 53410(c) of tile Califomia Govemment Code, mld tile annual report described in tile preceding sentence is intended to satisfy the requirements of Sections 50075.1(d), 50075.3(d) mld 53411 of tile Califomia Govemment Code. (D) Amendment. The reporting requirements of tllis Section 9.07 shall be amended from time to time, without action by the Authority or the Fiscal Agent (i) with respect to subparagraphs (A) and (B) above, to reflect mlY amendments to Section 53359.5(b) or Section 53359.5(c) of the Act, and (ii) with respect to subparagraph (C) above, to reflect any amendments to Section 50075.1, 50075.3, 53410 or 53411 of tile Califomia Govemment Code. Notwithstanding the foregoing, any such amendment shall not, in itself, affect tile AutllOrity's obligations wlder tile Continuing Disclosure Agreement. The Authority shall notify the Fiscal Agent in writing of any such amendments which affect tile reporting obligations of tile Fiscal Agent wlder tllis Agreement. (E) No Liabilitv. None of the Authority and its officers, agents and employees, tile Treasurer or tile Fiscal Agent shall be liable for mlY inadvertent error in reporting the information required by this Section 9.07. The Treasurer shall provide copies of any of such reports to any Bondowner upon the written request of a Bondowner mld payment by tile person requesting tile information of tile cost of the Authority to produce such information and pay any postage or other delivery cost to provide tile same, as determined by tile Treasurer. The term "Bond owner" for purposes of tllis Section 9.07 shall include any beneficial owner of the Bonds. Section 9.08. Partial mvaliditv. If any Section, paragraph, sentence, clause or phrase of tllis Agreement shall for mlY reason be held illegal or wlenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The Authority hereby declares -5h- tllat it would have adopted tllis Agreement and each and every otller Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of tile fact tllat anyone or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or lmenforceable. Section 9.09. Unclaimed Monevs. Anything contained herein to the contrary notwitllstanding, mlY moneys held by tile Fiscal Agent in trust for tile payment mld discharge of the principal of, and the interest and any premium on, the Bonds which remains lmclaimed for two (2) years after tile date when tile payments of such principal, interest mld premium have become payable, if such moneys was held by the Fiscal Agent at such date, shall be repaid by tile Fiscal Agent to tile AutllOrity as its absolute property free from mlY trust, mld tile Fiscal Agent shall thereupon be released and discharged with respect thereto and the Owners shall look only to tile AutllOrity for tile payment of tile principal of, mld interest mld mlY premium on, such Bonds. Section 9.10. Avvlicable Law. This Agreement shall be govemed by and enforced in accordmlce witll tile laws of tile State of Califomia applicable to contracts made and performed in the State of Califomia. Section 9.11. Conflict with Act. ill the event of a conflict between any provision of this Agreement Witll mlY provision of tile Act as in effect on tile Closing Date, tile provision of tile Act shall prevail over the conflicting provision of this Agreement. Section 9.12. Conclusive Evidence of Rel!ularitv. Bonds issued pursuant to this Agreement shall constitute conclusive evidence of tile regularity of all proceedings under tile Act relative to their issuance and the levy of the Special Taxes. Section 9.13. Pavment on Business Dav. ill any case where the date of the maturity of interest or of principal (mld premium, if any) of tile Bonds or tile 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, tile payment of interest or principal (mld premium, if mlY) or tile action need not be made on such date but may be made on the next succeeding day which is a Business Day Witll tile same force mld effect as if made on tile date required and no interest shall accrue for the period from and after such date. Section 9.14. COlmtervarts. This Agreement may be executed in counterparts, each of which shall be deemed an original. -57- ARTICLE X BOND INSURANCE PROVISIONS Section 10.01. Pavment Procedure Pursumlt to tile Bond hlsurmlce Policv. As long as tile Bond msurance Policy shall be in full force and effect, the Authority and the Fiscal Agent agree to comply Witll tile following provisions: (a) At least one (1) day prior to each Interest Payment Date, tile Fiscal Agent will determine whether there will be sufficient moneys in the ftmds and accounts maintained by tile Fiscal Agent under tllis Agreement to pay tile principal or interest due on the Series 2006A Bonds on such mterest Payment Date. If the Fiscal Agent determines tllat tllere will be insufficient moneys in such fWlds or accowlts, tile Fiscal Agent shall so notify the Bond Insurer. Such notice shall specify the amount of the mlticipated deficiency, tile Series 2006A Bonds to which such deficiency is applicable and whether such Series 2006A Bonds will be deficient as to principal or interest, or bOtll. If tile Fiscal Agent has not so notified tile Bond hlsurer at least one (1) day prior to an mterest Payment Date, the Bond msurer will make payments of principal or interest due on tile Series 2006A Bonds on or before tile first (1st) day next following tile date on which the Bond msurer shall have received notice of nonpayment from the Fiscal Agent. (b) The Fiscal Agent shall, after giving notice to tile Bond hlsurer as provided in (a) above, make available to the Bond msurer and, at the Bond Insurer's direction, to The Bmlk of New York, in New York, New York, as insurmlce trustee for tile Bond msurer or any successor insurance trustee (the "msurance Trustee"), the Registration Books for tile Series 2006A Bonds and all records relating to tile fWlds and accounts maintained by the Fiscal Agent lmder this Agreement. (c) The Fiscal Agent shall provide the Bond msurer and the msurance Trustee Witll a list of Owners of Series 2006A Bonds entitled to receive principal or interest payments from the Bond msurer under the terms of the Bond msurance Policy, and shall make arrmlgements witll tile hlsurance Fiscal Agent (i) to mail checks or drafts to the Owners entitled to receive full or partial interest payments from the Bond msurer mld (ii) to pay principal on tile Series 2006A Bonds surrendered to tile hlsurance Trustee by the Owners entitled to receive full or partial principal payments from the Bond hlsurer. (d) The Fiscal Agent shall, at tile time it provides notice to tile Bond Insurer pursuant to (a) above, notify Owners entitled to receive the payment of principal or interest from tile Bond hlsurer (i) as to tile fact of such entitlement, (ii) tllat tile Bond msurer will remit to them all or a part of the interest payments next coming due upon proof of Owner entitlement to interest payments mld delivery to tile hlsurmlce Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the Owner's right to payment, (iii) tllat should tlley be entitled to receive full payment of principal from the Bond msurer, they must surrender their Bonds (along with an appropriate instrument of assignment in form satisfactory to tile hlsurmlce Trustee to -58- permit ownership of such Bonds to be registered in tile name of tile Bond hlsurer) for payment to the msurance Trustee, and not the Fiscal Agent, and (iv) that should they be entitled to receive partial payment of principal from tile Bond hlsurer, tlley must surrender their Bonds for payment first to the Fiscal Agent who shall note on such Bonds tile portion of tile principal paid by tile Fiscal Agent mld tllen, along Witll an appropriate instrument of assignment in form satisfactory to the msurance Trustee, to tile Insurmlce Trustee, which will tllen pay tile unpaid portion of principal. (e) hl tile event tllat tile Fiscal Agent has notice tllat mlY payment of principal or interest with respect to an msured Bond which has become Due for Payment (as such term is defined in tile Bond Insurmlce Policy) mld which is made to a Owner by or on behalf of the Authority has been deemed a preferential transfer and theretofore recovered from its registered owner pursumlt to tile United States Bmlkruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, tile Fiscal Agent shall, at tile time tile Bond hlsurer is notified, notify all Owners of Series 2006A Bonds that in the event that any Owner's payment is so recovered, such Owner will be entitled to payment from tile Bond hlsurer to the extent of such recovery if sufficient ftmds are not otherwise available, and the Fiscal Agent shall fumish to tile Bond Insurer its records evidencing tile payments of principal and interest on the Series 2006A Bonds which have been made by the Fiscal Agent mld subsequently recovered from Owners mld tile dates on which such payments were made. (f) In addition to those rights granted the Bond Insurer lmder this Agreement, tile Bond hlsurer shall, to tile extent it makes payment of principal or interest on tile Series 2006A Bonds, become subrogated to the rights of the recipients of such payments in accordance Witll tile terms of tile Bond hlsurance Policy, mld to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Fiscal Agent shall note tile Bond hlsurer's rights as subrogee on tile Registration Books upon receipt from the Bond msurer of proof of the payment of interest with respect thereto to tile Owners, mld (ii) in tile case of subrogation as to claims for past due principal, tile Fiscal Agent shall note the Bond Insurer's rights as subrogee on the Registration Books upon surrender of tile Series 2006A Bonds by tile Owners tllereof togetller Witll proof of the payment of principal thereof. Section 10.02. Ril!hts of Bond Insurer. (A) Notice of Events of Default. Immediately upon obtaining actual knowledge of the occurrence of default by tile AutllOrity or tile District in tile performmlce of tlleir obligations lmder this Agreement, the Fiscal Agent shall give notice of such default to the Bond msurer and tile AutllOrity by telephone confirmed in writing. (B) Consents of Bond hlsurer. Any provision of tllis Agreement expressly recognizing or granting rights in or to the Bond msurer may not be amended in any manner which affects tile rights of tile Bond hlsurer herewlder WitllOut tile prior written consent of tile Bond hlsurer. The Bond msurer reserves the right to charge the Authority a fee for any consent or amendment to tllis Agreement while tile Bond hlsurance Policy is outstmlding. -59- Unless otllerwise provided in tllis Article X, tile Bond hlsurer's consent shall be required in addition to the Owners' consent, when required, for the following purposes: (i) execution mld delivery of any Supplemental Agreement, (ii) removal of tile Fiscal Agent mld selection and appointment of any successor Fiscal Agent, and (iii) initiation or approval of any action not described in (i) or (ii) above which requires tile Owners' consent. Any reorganization or liquidation plan Witll respect to tile AutllOrity or tile District must be acceptable to the Bond msurer. m the event of any reorganization or liquidation, the Bond hlsurer shall have tile right to vote on behalf of all Owners who hold Series 2006A Bonds absent a default by the Bond Insurer under the Bond msurance Policy. (C) Ril!hts of Bond msurer Uvon Event of Default. Anything in this Agreement to the contrary notwitllstmlding, upon tile occurrence and continuation of a default by tile AutllOrity or the District in the performance of their obligations under this Agreement, the Bond Insurer shall be entitled to control and direct tile enforcement of all rights mld remedies grmlted hereunder to the Owners of the Series 2006A Bonds, or to the Fiscal Agent for the benefit of the Owners of tile Series 2006A Bonds. The rights grmlted to tile Bond Insurer hereunder shall be deemed terminated and shall not be exercisable by the Bond msurer during any period during which tile Bond hlsurer shall be in default wlder tile Bond Insurmlce Policy. To tile extent tllat tllis Agreement confers upon or gives or grants to tile Bond hlsurer any right, remedy or claim lmder or by reason of this Agreement, the Bond msurer is hereby explicitly recognized as being a tllird-party beneficiary herewlder mld may enforce any such right remedy or claim conferred, given or granted herelmder. (D) Other Notices to be Given to the Bond msurer. While the Bond Insurance Policy is in effect, tile AutllOrity or tile Fiscal Agent, as appropriate, shall fumish to tile Bond hlsurer, upon request, the following: (i) a copy of any financial statement, audit and/or annual report of the AutllOrity; (ii) a copy of any notice to be given to tile Owners of tile Series 2006A Bonds including, without limitation, notice of any redemption of or defeasance of Series 2006A Bonds, and mlY certificate rendered pursumlt to tllis Agreement relating to tile security for the Series 2006A Bonds; (iii) a copy of any notice provided by the Authority lmder the Continuing Disclosure Agreement; mld (iv) such additional information tile Bond hlsurer may reasonably request. Upon request of tile Bond Insurer, tile information described in clauses (i) mld (iii) above shall be delivered at the Authority's expense to the attention of the Bond msurer's Surveillance Department. The Fiscal Agent shall notify tile Bond hlsurer of mlY failure of tile AutllOrity to provide the Fiscal Agent any notices or certificates required herelmder. -hll- Notwithstanding any other provIsion of this Agreement, the Fiscal Agent shall immediately notify tile Bond hlsurer (Witll a copy to tile AutllOrity) if at mlY time tllere is insufficient moneys to make any payments of principal and/or interest on the Series 2006A Bonds as required hereunder. The AutllOrity will permit tile Bond Insurer to discuss tile affairs, finances mld accowlts of the Authority directly related to the District or any information the Bond msurer may reasonably request regarding tile security for tile Series 2006A Bonds Witll appropriate officers of the Authority. The Fiscal Agent will permit the Bond msurer to have access to and to make copies of all books and records relating to tile Series 2006A Bonds at any reasonable time Witll reasonable prior notice. The Bond msurer shall have the right to direct an accOlmting of the ftmds of the District at tile District's expense, mld tile AutllOrity's failure to comply Witll such direction witllin tllirty (30) days after receipt of written notice of the direction from the Bond Insurer shall be deemed a default herewlder; provided, however, tllat if compliance cannot occur witllin such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect tile interests of any registered owner of the Series 2006A Bonds. (E) Default bv Bond msurer. Fiscal Al!ent Notices. Notwithstanding anything in this Agreement to tile contrary: (i) if tile Bond hlsurer has failed to make mlY payments wlder tile Bond Insurance Policy, and such failure remains lmremedied, all rights accruing to the Bond hlsurer herewlder Witll respect to tile giving of instructions, approvals or consents shall cease to be in force and effect until such time as such failure to make such payments has been remedied, and (ii) tile Fiscal Agent wldertakes no responsibility for delivering mlY notices to the Bond msurer except as expressly provided herein and no act or omission of the Fiscal Agent shall affect or impair in any manner tile enforceability of tile Bond hlsurance Policy. -h1- IN WITNESS WHEREOF, the Authority caused this Fiscal Agent Agreement to be executed all as of September 1, 2006. TEMECULA PUBLIC FINANCING AUTHORITY, for and on behalf of TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVESTON) By: Executive Director U. S. BANK NATIONAL ASSOCIATION, as Fiscal Agent By: Authorized Officer 20n09.0R:TRR16 -h2- EXHIBIT A FORM OF SERIES 2006A BOND UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF RIVERSIDE No. $ TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVESTON) 2006 SPECIAL TAX REFUNDING BOND, SERIES A INTEREST RATE MATURITY DATE September 1, BOND DATE September 1, 2006 CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The Temecula Public Financing AutllOrity (tile "AutllOrity") for and on behalf of tile Temecula Public Financing Authority Commlmity Facilities District No. 01-2 (Harveston) (the "District"), for value received, hereby promises to pay solely from tile Special Tax (as hereinafter defined) to be collected in the District or amOlmts in the ftmds and accOlmts held wlder tile Agreement (as hereinafter defined), to tile registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, tile principal amowlt set fortll above, mld to pay interest on such principal amount from the Bond Date set forth above, or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on March 1 mld September 1, commencing March 1, 2007, at the interest rate set forth above, lmtil the principal amowlt hereof is paid or made available for payment. The principal of tllis Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation mld surrender of tllis Bond at tile Principal Office (as defined in tile Agreement referred to below) of U.S. Bank National Association (the "Fiscal Agent"). Interest on this Bond shall be paid by check of tile Fiscal Agent mailed on each interest payment date to tile registered owner hereof as of the close of business on the 15th day of the month preceding the month in which tile interest payment date occurs (tile "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent, or (i) if the Bonds are in book-en try-only form, or (ii) otllerwise upon written request filed Witll tile Fiscal Agent prior to any Record Date by a registered owner of at least $1,000,000 in aggregate principal amount of Bonds, by wire trmlsfer in immediately available fWlds to tile depository for tile Bonds or to an account in the United States designated by such registered owner in such written request, respectively. A-I This Bond is one of a duly autllOrized issue of bonds approved by tile qualified electors of the District pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, ct scq., of tile Califomia Govemment Code (tile "Mello-Roos Act") for tile purpose of reftmding the Authority's outstanding Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) Special Tax Bonds, and is one of tile series of such bonds designated "Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) 2006 Special Tax Refwlding Bonds, Series A" (tile "Senior Bonds") in tile aggregate principal amOlmt of $ . Concurrently herewith, the Authority is issuing an additional series of Bonds designated "Temecula Public Financing AutllOrity Community Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Subordinate Series B" (tile "Subordinate Bonds," and togetller witll tile Senior Bonds, tile "Bonds") in tile aggregate principal amount of $ . The creation of the Bonds and the terms and conditions tllereof are provided for by resolution adopted by tile Board of Directors of tile Authority on July 11, 2006 (the "Resolution"), and the Fiscal Agent Agreement, dated as of September 1, 2006, between tile AutllOrity mld tile Fiscal Agent (tile "Agreement") mld tllis reference incorporates the Resolution and the Agreement herein, and by acceptance hereof the owner of tllis Bond assents to said terms and conditions. Pursumlt to mld as more particularly provided in the Resolution and in the Agreement, additional bonds ("Parity Bonds") may be issued by tile AutllOrity from time to time secured by a lien on funds held under tile Agreement on a parity with the lien securing the Senior Bonds. The Resolution is adopted and the Agreement is entered into under mld tllis Bond is issued wlder, mld all are to be construed in accordance with, the laws of the State of Califomia. Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on tllis Bond are payable solely from tile m1l1ual special tax autllOrized under tile Mello- Roos Act to be collected within the District (the "Special Tax") and certain ftmds held lmder the Agreement. The Special Taxes collected by tile AutllOrity will be applied first to tile payment of amOlmts due on the Senior Bonds and any Parity Bonds, and the replenishment of a subaccOlmt in tile Reserve FWld established for tile Senior Bonds mld any Parity Bonds, prior to tile use of such monies for payment of amounts due on the Subordinate Bonds or replenishment of the subaccowlt in tile Reserve FWld established for tile Subordinate Bonds. hlterest on tllis Bond shall be payable from tile interest payment date next preceding tile date of authentication hereof, lmless (i) it is authenticated on an interest payment date, in which event it shall bear interest from such date of autllentication, or (ii) it is autllenticated 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 tile Bond Date set fortll above; provided, however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from tile interest payment date to which interest has previously been paid or made available for payment hereon. Any tax for the payment hereof shall be limited to the Special Tax, except to the extent tllat provision for payment has been made by tile AutllOrity, as may be permitted by law. The Bonds do not constitute obligations of the Authority for which the Authority is obligated to levy or pledge, or has levied or pledged, general or special taxation otller tllml described A-2 hereinabove. The City of Temecula has no liability or obligations whatsoever Witll respect to the Bonds or the Agreement. The Senior Bonds maturing on or after September 1, __ are subject to redemption prior to tlleir stated maturity on any interest payment date occurring on or after September 1, __, as a whole or in part among maturities as provided in the Agreement, at a redemption price (expressed as a percentage of tile principal amount of tile Senior Bonds to be redeemed), as set forth below, together with accrued interest thereon to the date fixed for redemption: Redemvtion Dates September 1, __ and March 1,__ September 1, mld March 1, September 1, __ and any interest payment date tllereafter Redemvtion Prices 1020/u 101 100 The Senior Bonds maturing on September 1, , are subject to mandatory sinking payment redemption in part on September 1, __ and on each September 1 thereafter to maturity, by lot, at a redemption price equal to tile principal amowlt tllereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (Sentemher n SinkinQ PClVmf'nts The Senior Bonds maturing on September 1, __, are subject to mandatory sinking payment redemption in part on September 1, and on each September 1 tllereafter to maturity, by lot, at a redemption price equal to the principal amOlmt thereof to be redeemed, togetller Witll accrued interest to tile date fixed for redemption, WitllOut premium, from sinking payments as follows: A-3 Redemption Date (Sevtember 1 ) Sinkinl! Pavments The Bonds are also subject to redemption from tile proceeds of Special Tax Prepayments and any corresponding transfers from the subaccOlmts within the Reserve Fund pursuant to the Agreement, on mlY hlterest Payment Date, among series mld maturities witllin a series as specified in the Agreement and by lot within a maturity, at a redemption price (expressed as a percentage at tile principal amount of tile Bonds to be redeemed), as set fortll below, togetller with accrued interest to the date fixed for redemption: Redemption Dates mlY interest payment date from mld including March 1, 2007 to and including March 1, Redemption Prices 103% September 1, __ and March 1,__ September 1, mld March 1, September 1, __ and any interest payment date tllereafter 102 101 100 Notice of redemption Witll respect to tile Bonds to be redeemed shall be given to tile registered owners thereof, in the manner, to the extent and subject to the provisions of the Agreement. This Bond shall be registered in tile name of tile owner hereof, as to bOtll principal mld interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for tllis purpose and autllenticated by its mmlUal signature upon tile certificate of authentication endorsed hereon. No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of tile form of assignment endorsed hereon, and autllenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to tile registered owner or to such owner's order. The Fiscal Agent shall require the registered owner requesting transfer or exchange to pay any tax or other govemmental charge required to be paid Witll respect to such trmlsfer or exchmlge. No transfer or exchange hereof shall be required to be made (i) fifteen days prior to the date established by tile Fiscal Agent for selection of Bonds for redemption, (ii) Witll respect to a Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the succeeding A-4 interest payment date. Exchmlges may only be made for Bonds in autllOrized denominations, as provided in the Agreement. The Agreement and the rights and obligations of the Authority thereunder may be modified or amended as set fortll tllerein. The Agreement contains provisions permitting tile AutllOrity to make provision for tile payment of the interest on, and the principal and premium, if any, of the Bonds so that such Bonds shall no longer be deemed to be outstmlding under tile terms of tile Agreement. The Bonds are not general obligations of tile AutllOrity, but are limited obligations payable solely from the revenues and ftmds pledged therefor under the Agreement. Neither tile faitll mld credit of tile AutllOrity or tile State of Califomia or mlY political subdivision thereof is pledged to the payment of the Bonds. This Bond shall not become valid or obligatory for any purpose lmtil the certificate of autllentication and registration hereon endorsed shall have been dated and signed by tile Fiscal Agent. Unless this Bond is presented by an authorized representative of The Depository Trust CompmlY to tile Fiscal Agent for registration of trmlsfer, exchmlge or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an autllOrized representative of The Depository Trust CompmlY and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since tile registered owner hereof, Cede & Co., has an interest herein. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and tllings required by law to exist, happen mld be performed precedent to and in tile issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and tllat tile amount of tllis Bond does not exceed any debt limit prescribed by the laws or Constitution of the State of Califomia. A-5 IN WITNESS WHEREOF, Temecula Public Finmlcing AutllOrity has caused tllis Bond to be dated the Bond Date set forth above, to be signed by the facsimile signature of its Executive Director and countersigned by tile facsimile signature of its Secretary. TEMECULA PUBLIC FINANCING AUTHORITY Executive Director ATTEST Secretary A-h FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION This is one of tile Senior Bonds described in tile Resolution and in tile Agreement which has been authenticated on u.s. Bmlk National Association, as Fiscal Agent By: AutllOrized Signatory A-7 ASSIGNMENT For value received tile undersigned hereby sells, assigns mld transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) tile witllin-registered Bond and hereby irrevocably constitute(s) mld appoints(s) attomey, to trmlsfer tile same on tile registration books of tile Fiscal Agent Witll full power of substitution in the premises. Dated: Signature Guaranteed: Signature: Note: Signature(s) must be guaranteed by an eligible guarantor. Note: The signature(s) on this Assigrunent must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. A-8 STATEMENT OF INSURANCE [insert here the Statement of msurance provided by the Bond Insurer] A-9 EXHIBIT B FORM OF SERIES 2006B BOND UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF RIVERSIDE No. $ TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVESTON) 2006 SPECIAL TAX REFUNDING BOND, SUBORDINATE SERIES B INTEREST RATE MATURITY DATE September 1, BOND DATE September 1, 2006 CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The Temecula Public Financing AutllOrity (tile "AutllOrity") for and on behalf of tile Temecula Public Financing Authority Commlmity Facilities District No. 01-2 (Harveston) (the "District"), for value received, hereby promises to pay solely from tile Special Tax (as hereinafter defined) to be collected in the District or amOlmts in the ftmds and accOlmts held wlder tile Agreement (as hereinafter defined), to tile registered owner named above, or registered assigns, on the maturity date set forth above, lmless redeemed prior thereto as hereinafter provided, tile principal amowlt set fortll above, mld to pay interest on such principal amount from the Bond Date set forth above, or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on March 1 mld September 1, commencing March 1, 2007, at the interest rate set forth above, lmtil the principal amowlt hereof is paid or made available for payment. The principal of tllis Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation mld surrender of tllis Bond at tile Principal Office (as defined in tile Agreement referred to below) of U.S. Bank National Association (the "Fiscal Agent"). Interest on this Bond shall be paid by check of tile Fiscal Agent mailed on each interest payment date to tile registered owner hereof as of the close of business on the 15th day of the month preceding the month in which tile interest payment date occurs (tile "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent, or (i) if the Bonds are in book-en try-only form, or (ii) otllerwise upon written request filed Witll tile Fiscal Agent prior to any Record Date by a registered owner of at least $1,000,000 in aggregate principal amount of Bonds, by wire trmlsfer in immediately available fWlds to tile depository for tile Bonds or to an account in the United States designated by such registered owner in such written request, respectively. B-1 This Bond is one of a duly autllOrized issue of bonds approved by tile qualified electors of the District pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of tile Califomia Govemment Code (tile "Mello-Roos Act") for tile purpose of reftmding the Authority's outstanding Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) Special Tax Bonds, and is one of tile series of such bonds designated "Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Subordinate Series B" (tile "Subordinate Bonds") in the aggregate principal amOlmt of $ Concurrently herewitll, tile AutllOrity is issuing ml additional series of Bonds designated "Temecula Public Financing Authority Commlmity Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Series A" (tile "Senior Bonds," mld togetller witll tile Subordinate Bonds, tile "Bonds") in the aggregate principal amOlmt of $ . The creation of the Bonds and the terms and conditions tllereof are provided for by resolution adopted by tile Board of Directors of the Authority on July 11, 2006 (the "Resolution"), and the Fiscal Agent Agreement, dated as of September 1, 2006, between tile AutllOrity mld tile Fiscal Agent (tile "Agreement") mld tllis reference incorporates the Resolution and the Agreement herein, and by acceptance hereof the owner of tllis Bond assents to said terms and conditions. Pursuant to and as more particularly provided in the Resolution and in the Agreement, additional bonds ("Parity Bonds") may be issued by tile AutllOrity from time to time secured by a lien on funds held wlder tile Agreement on a parity with the lien securing the Senior Bonds. The Resolution is adopted and the Agreement is entered into under mld tllis Bond is issued wlder, mld all are to be construed in accordance with, the laws of the State of Califomia. Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on tllis Bond are payable solely from tile m1l1ual special tax autllOrized under tile Mello- Roos Act to be collected within the District (the "Special Tax") and certain ftmds held lmder the Agreement. The Special Taxes collected by tile AutllOrity will be applied first to tile payment of amOlmts due on the Senior Bonds and any Parity Bonds, and the replenishment of a subaccOlmt in tile Reserve FWld established for tile Senior Bonds mld mlY Parity Bonds, prior to tile use of such monies for payment of amounts due on the Subordinate Bonds or replenishment of the subaccowlt in tile Reserve FWld established for tile Subordinate Bonds. hlterest on tllis Bond shall be payable from tile interest payment date next preceding tile date of authentication hereof, lmless (i) it is authenticated on an interest payment date, in which event it shall bear interest from such date of autllentication, or (ii) it is autllenticated 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 tile Bond Date set fortll above; provided, however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from tile interest payment date to which interest has previously been paid or made available for payment hereon. Any tax for the payment hereof shall be limited to the Special Tax, except to the extent tllat provision for payment has been made by tile AutllOrity, as may be permitted by law. The Bonds do not constitute obligations of the Authority for which the Authority is obligated to levy or pledge, or has levied or pledged, general or special taxation otller tllml described B-2 hereinabove. The City of Temecula has no liability or obligations whatsoever Witll respect to the Bonds or the Agreement. The Subordinate Bonds are subject to redemption prior to their stated maturity on any interest payment date as a whole or in part among maturities as provided in tile Agreement, at a redemption price (expressed as a percentage of the principal amount of the Subordinate Bonds to be redeemed), as set fortll below, togetller Witll accrued interest tllereon to tile date fixed for redemption: Redemption Dates any interest payment date from and including March 1,2007 to mld including March 1, September 1, __ and March 1,__ September 1, mld March 1, September 1, __ and any interest payment date tllereafter Redemption Prices 103% 102 101 100 The Subordinate Bonds maturing on September 1, , are subject to mmldatory sinking payment redemption in part on September 1, __ and on each September 1 thereafter to maturity, by lot, at a redemption price equal to tile principal amowlt tllereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (Seotemher n SinkinQ PClVmf'nts The Subordinate Bonds maturing on September 1, __, are subject to mandatory sinking payment redemption in part on September 1, mld on each September 1 tllereafter to maturity, by lot, at a redemption price equal to the principal amOlmt thereof to be redeemed, togetller Witll accrued interest to tile date fixed for redemption, WitllOut premium, from sinking payments as follows: B-3 Redemption Date (Sevtember 1 ) Sinkinl! Pavments The Bonds are also subject to redemption from tile proceeds of Special Tax Prepayments and any corresponding transfers from the subaccOlmts within the Reserve Fund pursuant to the Agreement, on mlY hlterest Payment Date, among series mld maturities witllin a series as specified in the Agreement and by lot within a maturity, at a redemption price (expressed as a percentage at tile principal amount of tile Bonds to be redeemed), as set fortll below, togetller with accrued interest to the date fixed for redemption: Redemption Dates mlY interest payment date from mld including March 1, 2007 to and including March 1, Redemption Prices 103% September 1, __ and March 1,__ September 1, mld March 1, September 1, __ and any interest payment date tllereafter 102 101 100 Notice of redemption Witll respect to tile Bonds to be redeemed shall be given to tile registered owners thereof, in the manner, to the extent and subject to the provisions of the Agreement. This Bond shall be registered in tile name of tile owner hereof, as to bOtll principal mld interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for tllis purpose mld autllenticated by its mmlUal signature upon tile certificate of authentication endorsed hereon. No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of tile form of assignment endorsed hereon, mld autllenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to tile registered owner or to such owner's order. The Fiscal Agent shall require the registered owner requesting transfer or exchange to pay any tax or other govemmental charge required to be paid Witll respect to such trmlsfer or exchmlge. No transfer or exchange hereof shall be required to be made (i) fifteen days prior to the date established by tile Fiscal Agent for selection of Bonds for redemption, (ii) Witll respect to a Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the succeeding B-4 interest payment date. Exchmlges may only be made for Bonds in autllOrized denominations, as provided in the Agreement. The Agreement and the rights and obligations of the Authority thereunder may be modified or amended as set fortll tllerein. The Agreement contains provisions permitting tile AutllOrity to make provision for tile payment of the interest on, and the principal and premium, if any, of the Bonds so that such Bonds shall no longer be deemed to be outstmlding under tile terms of tile Agreement. The Bonds are not general obligations of tile AutllOrity, but are limited obligations payable solely from the revenues and ftmds pledged therefor under the Agreement. Neither tile faitll mld credit of tile AutllOrity or tile State of Califomia or mlY political subdivision thereof is pledged to the payment of the Bonds. This Bond shall not become valid or obligatory for any purpose lmtil the certificate of autllentication and registration hereon endorsed shall have been dated and signed by tile Fiscal Agent. Unless this Bond is presented by an authorized representative of The Depository Trust CompmlY to tile Fiscal Agent for registration of trmlsfer, exchmlge or payment, mld mlY Bond issued is registered in the name of Cede & Co. or such other name as requested by an autllOrized representative of The Depository Trust CompmlY and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since tile registered owner hereof, Cede & Co., has an interest herein. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and tllings required by law to exist, happen mld be performed precedent to and in tile issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and tllat tile amount of tllis Bond does not exceed any debt limit prescribed by the laws or Constitution of the State of Califomia. B-5 IN WITNESS WHEREOF, Temecula Public Finmlcing AutllOrity has caused tllis Bond to be dated the Bond Date set forth above, to be signed by the facsimile signature of its Executive Director and countersigned by tile facsimile signature of its Secretary. TEMECULA PUBLIC FINANCING AUTHORITY Executive Director ATTEST Secretary B-h FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION This is one of the Subordinate Bonds described in the Resolution mld in the Agreement which has been authenticated on u.s. Bmlk National Association, as Fiscal Agent By: AutllOrized Signatory B-7 ASSIGNMENT For value received tile undersigned hereby sells, assigns mld transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) tile witllin-registered Bond and hereby irrevocably constitute(s) mld appoints(s) attomey, to trmlsfer tile same on tile registration books of tile Fiscal Agent Witll full power of substitution in the premises. Dated: Signature Guaranteed: Signature: Note: Signature(s) must be guaranteed by an eligible guarantor. Note: The signature(s) on this Assigrunent 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. B-8 TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVESTON) 2006 SPECIAL TAX REFUNDING BONDS, SERIES A 2006 SPECIAL TAX REFUNDING BOND, SUBORDINATE SERIES B BOND PURCHASE AGREEMENT TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVEST ON) $ 2006 SPECIAL TA,X REFUNDING BONDS, SERIES A AND $ 2006 SPECIAL TA,X REFUNDING BONDS, SUBORDINATE SERIES B BOND PURCHASE AGREEMENT ,2006 Temecula Public Financing Authority 43200 Business Park Drive Temecula, California 92590 Ladies and Gentlemen: Stone & Youngberg LLC (the "Underwriter") offers to enter into this Bond Purchase Agreement (the "Bond Purchase Agreement") with the Temecula Public Financing Authority (the "Authority") for and on behalf of Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) (the "District") which, upon acceptance, will be binding upon the Authority and upon the Underwriter. This offer is made subject to acceptance of it by the Authority on the date hereof, and if not accepted will be subject to withdrawal by the Underwriter upon notice delivered to the Authority at any time prior to the acceptance hereof by the Authority. 1. Pllr('.h:l"~ S:ll~ :mr1l)~livffV ()fth~ "Ronrh: (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter agrees to purchase from the Authority, and the Authority agrees to sell to the Underwriter, all (but not less than all) of the Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Series A (the "Series A Bonds"), in the aggregate principal amount of $ and its 2006 Special Tax Refunding Bonds, Subordinate Series B (the "Series B Bonds," collectively the "2006 Bonds") in the aggregate principal amount of $ . The 2006 Bonds are dated their date of delivery, and bear interest at the rates set forth in Exhibit A hereto (payable on each March 1 and September 1 of each year, commencing March 1,2007) and mature on September 1, 2036. The purchase price for the 2006 Bonds shall be as set forth in Exhibit A hereto. The payment of principal of and interest (but not any redemption premium) on the Series A Bonds will be secured by a municipal bond insurance policy (the "Insurance Policy") to be issued simultaneously with the issuance of the Series A Bonds by (the "Insurer") The 2006 Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable and subject to redemption as provided in, the Fiscal Agent Agreement, by and between the Authority and U.S. BankNational Association, as fiscal agent (the "Fiscal Agent"), dated as of September 1, 2006 (the "Fiscal Agent Agreement"). The 2006 Bonds and interest thereon will be payable from a special tax (the "Special Tax") levied and collected in accordance with the Fiscal Agent Agreement and Ordinance No. TPFA-02-01 (the 'Xlrdinance") adopted by the Board of Directors ofthe Authority(the "Board") on April 9, 2002, pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Sections 53311 et seq. of the Government Code of the State of California) (the "Act"). The proceeds of the 2006 Bonds shall be applied (i) to refund on September 1, 2006, the outstanding Temecula Public FinancingAuthority Community Facilities District No. 0 1-2(Harveston) converted Special Tax Bonds, 2002 Series A (the "Refunding Bonds"), (ii) to pay the costs of issuing the 2006 Bonds and (iii) to establish a Senior Subaccount within theReserve Fund for the Series ABonds and acquire a reserve surety for the Series A Bonds in satisfaction of the Reserve Requirement for the Series A Bonds, and (iv) to establish a Subordinate Subaccount within the Reserve Fund for the Series B Bonds in satisfaction of the Reserve Requirement for the Series B Bonds. (b) Pursuantto the authorization of the Authority, the Underwriter has distributed copies of the Preliminary Official Statement, dated ,2006, relating to the 2006 Bonds, which, together with the cover page and all appendices thereto, is herein called the "Preliminary Official Statement" and which, as amended by the Authority with the prior approval of the Underwriter, will be referred to herein as the "Official Statement." The Authority hereby ratifies the use by the Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and distribute the Official Statement, the Fiscal Agent Agreement, the other documents or contracts to which the Authority is a party, including this Bond Purchase Agreement, relating to the 2006 Bonds, and all information contained therein, and all other documents, certificates and statements furnished by the Authority to the Underwriter in connection with the transactions contemplated by this Bond Purchase Agreement, in connection with the offer and sale of the 2006 Bonds by the Underwriter. (c) At 8:00 A.M., Los Angeles time, on September 1,2006, or at such othertirne or on such earlier or later business day as shall be agreed upon by the Underwriter and the Authority (such time and date being herein referred to as the "Closing Date"), the Authority will deliver to the Underwriter (i) at the offices of The Depository Trust Company, in New York, New York, the 2006 Bonds in temporary or definitive form, bearing CUSIP@ numbers, and duly executed by the officers of the Authority and authenticated by the Fiscal Agent as provided in the Fiscal Agent Agreement, and (ii) at the offices of()uint & Thimmig LLP, in San Francisco, California, the other documents herein mentioned; and the Underwriter shall accept such delivery and pay the purchase price of the 2006 Bonds as set forth in Section l(a) hereof by wire transfer of immediately available funds. The date of this payment and delivery, together with the delivery of the aforementioned documents, is herein called the "Closing." Notwithstanding the foregoing, the Underwriter may, in its discretion, accept delivery of the 2006 Bonds in temporary form upon making arrangements with the Authority which are satisfactory to the Underwriter relating to the delivery of the 2006 Bonds in definitive form. The 2006 Bonds shall be in fully registered form, registered in the name of CEDE & Co., as nominee of The Depository Trust Company. The failure to print CUSIP@ identification numbers on any of the 2006 Bonds or any error with respect thereto shall not constitute cause for a failure or refusal of the Underwriter to accept delivery of, or pay for, the 2006 Bonds in accordance with the terms of this Bond Purchase Agreement. (d) The Underwriter agrees to offer all the 2006 Bonds to the public initially at the prices set forth in Exhibit A hereto. Subsequent to the initial public offering of the 2006 Bonds, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the 2006 Bonds. The 2006 Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. 2. Renre~entatlnmL W3tT3ntle~ and Aoreemenh: of the Allthnrltv. The Authority represents, warrants and covenants to and agrees with the Underwriter that: (a) The District is duly organized and validly existing as a community facilities district under the laws of the State of California (the "State") and the Authority has, and at the Closing Date will have, as the case may be, full legal right, power and authority for and on behalf of the District (i) to adopt the Procedural Resolutions (as defined below) and the (lrdinance, (ii) to execute and deliver the 2006 Bonds 2 and the District Documents (as defined below) and to perform its obligations under the 2006 Bonds and the District Documents, (iii) to issue, sell and deliver the 2006 Bonds to the Underwriter pursuant to the Procedural Resolutions and the Fiscal Agent Agreement as provided herein, and (iv) to carry out, give effect to and consummate the transactions on its part contemplated by the Procedural Resolutions, the Official Statement, the 2006 Bonds and the District Documents. For purposes of this Bond Purchase Agreement, Resolution No. TPFA 01-07 adopted by the Board on December 11,2001 stating the intention to establish the District, Resolution No. TPFA 01-08 adopted by the Board on December 11,2001 stating the intention to incur bonded indebtedness, Resolution No. TPF A 02-03 adopted by the Board on March 26, 2002 establishing the District and authorizing the levy of the Special Tax within the District, Resolution No. TPF A 02-04 adopted by the Board on March 26, 2002 declaring the necessity to incur bonded indebtedness, Resolution No. TPF A 02-05 adopted by the Board on March 26, 2002 calling for a special election in the District, Resolution No. TPF A 02-06 adopted by the Board on March 26, 2002 declaring the results of the election, and Resolution No. [TPF A 06- ] adopted by the Board on [ ,2006] authorizing the issuance of the 2006 Bonds are referred to as the "Procedural Resolutions" and the Fiscal Agent Agreement, the Bond Purchase Agreement, the District Continuing Disclosure Agreement (the "District Continuing Disclosure Agreement"), dated as of September 1, 2006, by and between the Authority for and on behalf of the District and U.S. Bank National Association, as dissemination agent (the "Dissemination Agent"), the Acquisition Agreement dated August 1, 2002, as supplemented by Supplement No.1 dated November 25, 2003 (collectively, the "Acquisition Agreement"), by and between the Authority and Harveston, LLC, a Delaware limited liability company (''Harveston, LLC"), the Joint Community Facilities Agreement (the "City Joint Community Facilities Agreement"), dated as of March 5, 2002, by and between the Authority and the City of Temecula (the "City"), and the Joint Community Facilities Agreement (the "Caltrans Joint Community Facilities Agreement"), dated as of June 1, 2002, by and between the Authority and the State of California Department of Transportation ("Caltrans"), (the District Continuing Disclosure Agreement, the Acquisition Agreement, the City Joint Community Facilities Agreement and the Caltrans Joint Community Facilities Agreement are referred to herein as the "District Documents);" (b) The Authority has complied, and will at the Closing Date be in compliance, in all respects material to issuance and delivery of the 2006 Bonds, with the 2006 Bonds, the DistrictDocuments and the Act and the Authority will continue to comply with the covenants of the Authority contained in the 2006 Bonds and the District Documents; (c) The Board for and on behalf of the District has duly and validly: (i) adopted the Procedural Resolutions and the Ordinance, (ii) called, held and conducted in accordance with all requirements of the Act an election to approve the levy of the Special Tax, (iii) authorized the preparation and delivery of the Preliminary Official Statement and the Official Statement, (iv) authorized and approved the execution and delivery of the 2006 Bonds and the District Documents; and (v) authorized and approved the performance by the Authority of its obligations contained in, and the taking of any and all action on its part as may be necessary to carry out, give effect to and consummate the transactions on its part contemplated by, each of said documents (including, without limitation, the levy and collection of the Special Tax and the use of the proceeds of the 2002 Bonds to acquire public improvements), and at the Closing Date the 2006 Bonds and the District Documents have been, or on or before the Closing Date, will be duly executed and delivered by the Authority and on the Closing Date, the 2006 Bonds and the District Documents will constitute the valid, legal and binding obligations of the Authority on behalf of the District, and (assuming due authorization, execution and delivery by other parties thereto, where necessary of the other parties thereto) will be enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought; 3 (d) The Authority is not in breach of or default under any applicable law or administrative rule or regulation of the State or the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, orunder any loan agreement, note, resolution, indenture, fiscal agent agreement, contract, agreement or other instrumentto which the Authority is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the performance by the Authority of its obligations under the Procedural Resolutions, the Ordinance, the 2006 Bonds or the District Documents and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State, or of any department, division, agency or instrumentality thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, fiscal agent agreement, contract, agreement or other instrument to which the Authority is a party or is otherwise subject or bound a consequence of which could be to materially and adversely affect the ability of the Authority to perform its obligations under the 2006 Bonds or any District Documents; (e) The adoption of the Procedural Resolutions and the Ordinance, and the execution and delivery by the Authority of the 2006 Bonds, the Official Statement and the District Documents and compliance by the Authority with the provisions thereof, did not and will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State or the United States of America, or of any deparbnent, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, fiscal agent agreement, contract, agreement or other instrument to which the Authority is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of the Authority to perform its obligations under the 2006 Bonds or any of the District Documents; (f) Ail approvals, consents, authorizations, elections and orders of or filings or registrations with any State governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the ability of the Authority to execute and deliver and perform its obligations under the 2006 Bonds or the DistrictDocuments have been or will be obtained and are in full force and effect, except that the Authority provides no representation regarding compliance with "Blue SkY''' or other securities laws or regulations whatsoever; (g) The 2006 Bonds, the Procedural Resolutions, the Ordinance and the District Documents conform as to form and tenor to the descriptions thereof contained in the Preliminary Official Statement, and which will be contained in the Official Statement as of the Closing Date, and when delivered to and paid for by the Underwriter on the Closing Date as provided herein, the 2006 Bonds will be validly issued and outstanding; (h) The Special Tax constituting the security for the 2006 Bonds has been duly and lawfully authorized and may be levied under the Act and the Constitution and the applicable laws of the State, and such Special Tax, when levied, will constitute a valid lien on the properties on which it has been levied; (i) Except as described in the Official Statement under the captions "THE C( lMMUNITY FACILITIES DISTRICT - Property (lwnership" "- Direct and (lverlapping Debt," " - (lverlapping Community Facilities and Assessment Districts" and " - Other (lverlapping Direct Assessments," there are no outstanding assessment liens or special tax liens levied by the Authority for itself or on behalf of any community facilities district or assessment district against any of the properties within the District which are senior to the Special Tax lien referred to in paragraph l(a) hereof, and the Authority 4 has no present intention of conducting further proceedings leading to the levying of additional special taxes or assessments against any of the properties within the District; (j) As of the date thereof, the Preliminary Official Statement did not contain anyuntrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Official Statement does not and, as of the Closing Date, will not contain any untrue or misleading statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (k) After the Closing Date and until the date which is twenty-five (25) days after the underwriting period (as defined below) (i) the Authority will not adopt any amendment of or supplementto the Official Statement to which the Underwriter shall object in writing or which shall be disapproved by counsel for the Underwriter, and (ii) if any event shall occur of which the Authority is aware, as a result of which it is necessary, in the reasonable opinion of counsel for the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to an initial purchaser of the 2006 Bonds, the Authority will forthwith prepare and furnish to the Underwriter a reasonable number of copies of an amendment of or supplement to the ()fficial Statement (in form and substance satisfactory to counsel for the Underwriter) which will amend or supplement the ()fficial Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light ofthe circumstances existing at the time the ()fficial Statement is delivered to an initial purchaser of the 2006 Bonds, not misleading. The costs of preparing any necessary amendment or supplement to the ()fficial Statement shall be borne by the District. The term "end of the underwriting period" means the later of such time as (i) the Authority delivers the 2006 Bonds to the Underwriter or (ii) the Underwriter does not retain an unsold balance of the 2006 Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the "end of the underwriting period" shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the Authority at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the "end of the underwriting period;" (I) The Fiscal Agent Agreement creates a valid pledge of the Special Tax Revenues (as defined in the Fiscal Agent Agreement) and any other amounts (including proceeds of the sale of the 2006 Bonds) held in the Bond Fund (as defined in the Fiscal Agent Agreement) and the Special Tax Fund (as defined in the Fiscal Agent Agreement) established pursuant to the Fiscal Agent Agreement, subject in all cases to the provisions of the Fiscal Agent Agreementpermitting the application thereoffor the purposes and on the terms and conditions set forth therein; (m) No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending againstthe Authority with respect to which the Authority has been served with process, or to the knowledge of the Authority threatened, affecting the existence of the Authority or the District or the titles of its officers to their respective offices (i) which would materially adversely affect the ability of the Authority to perform its obligations under the 2006 Bonds or the District Documents, or (ii) seeking to restrain or to enjoin the development ofthe land within the District, the issuance, sale or delivery of the 2006 Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application ofthe Special Tax pledged or to be pledged to pay the principal of and interest on the 2006 Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the 2006 Bonds, the District Documents, any other instruments relating to the development of any of the property within the District, or any action of the Authority contemplated by any of said documents, or (iii) in any way contesting the completeness or accuracy of the 5 Preliminary Official Statement or the Official Statement or the powers or authority of the Authority with respect to the Procedural Resolutions, the Ordinance, the 2006 Bonds or the District Documents, or any action of the Authority contemplated by any of said documents; or (iv) which alleges that interest on the 2006 Bonds is not excludable from gross income for federal income tax purposes or is not exempt from State personal income taxation, nor to the knowledge of the Authority is there any basis therefor; (n) The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order for the Underwriter to qualify the 2006 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 desiguate; provided, however, the Authority shall not be required to register as a dealer or a broker of securities nor shall the Authority be required to consent to service of process or jurisdiction or qualify to do business in any jurisdiction or to expend funds for this purpose; (0) Any certificate sigued by any official of the Authority authorized to do so and delivered by the Authority at the Closing shall be deemed a certification to the Underwriter by the Authority as to the statements made therein; (p) During the period from the date hereof until the Closing Date, the Authority agrees to furnish the Underwriter with copies of any documents it files with any regulatory authority which are requested by the Underwriter; (q) The Authority is not in default, nor has the Authority been in default at any time, as to the payment of principal or interest with respect to an obligation issued by the Authority or with respect to an obligation guaranteed by the Authority as guarantor; (r) The Authority will apply the proceeds from the sale of the 2006 Bonds as set forth in and for the purposes specified in the Fiscal Agent Agreement; (s) The Authority will undertake, pursuant to the Fiscal Agent Agreement and the District Continuing Disclosure Agreement to provide certain annual financial information and information about the District, together with notices of the occurrence of certain events, if material. A copy of the District Continuing Disclosure Agreement is set forth in Appendix E of the Preliminary Official Statement and will also be set forth in the Official Statement, and the specific nature of the information to be contained in the Annual Report (as defined in the District Continuing Disclosure Agreement) or the notices of material events is set forth in the District Continuing Disclosure Agreement; (t) The Preliminary Official Statement heretofore delivered to the Underwriter was, and hereby is, expressly deemed final by the Authority as of its date, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)( 1) of Section 240. 15c2-12 in Chapter II of Title 17 of the Code of Federal Regulations ("Rule 15c2-12"). The Authority hereby covenants and agrees that, within seven (7) business days from the date hereof, or upon reasonable written notice from the Underwriter within sufficient time to accompany any confirmation requesting payment from any customers of the Underwriter (e.g., this may require delivery at least 3 business days in advance of the Closing Date if the Closing Date is less than 10 business days from the date hereof), the Authority shall cause a final printed form of the ()fficial Statement to be delivered to the Underwriter in sufficient quantity specified by the Underwriter to comply with paragraph (b)( 4) of Rule 15c2-12 and Rules G-12, G-15, G-32 and G-36 of the Municipal Securities Rulemaking Board; 6 (u) The District has not failed to comply with any continuing disclosure undertaking previously entered into in connection with the provisions of Rule 15c2-12(b)(5); and (v) Except as disclosed in the Official Statement, the Authority and the City have not failed to comply with any continuing disclosure undertaking previously entered into for itself or on behalf of another entity, in connection with the provisions of Rule 15c2-12(b)( 5). 3. Condlflons to th~ ()hli?~tlons of th~ TTnr1~rwr1t~ The obligations of the Underwriter to accept delivery of and pay for the 2006 Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the Authority contained herein, as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Authority made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the Authority of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions: (a) Atthe Closing Date, the Procedural Resolutions, the Ordinance, the 2006 Bonds, the District Documents, and any other applicable agreements, shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the 2006 Bonds and with the transactions contemplated thereby and by this Bond Purchase Agreement, all such actions as, in the opinion of ()uint & Thimmig LLP, San Francisco, California (''Bond Counsel"), shall be necessary and appropriate. (b) At the Closing Date, the ()fficial Statement shall be in form and substance satisfactory to the Underwriter and the Authority and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Between the date hereof and the Closing Date, the market price or marketability of the 2006 Bonds at the initial offering prices set forth in the Official Statement shall not have been materially adversely affected, in the reasonable judgment of the Underwriter (evidenced by a written notice to the Authority terminating the obligation of the Underwriter to accept delivery of and pay for the 2006 Bonds), by reason of any of the following: ( 1) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the mtemal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department or the Internal Revenue Service of the United States of America, with the purpose or effect, directly or indirectly, of imposing federalincome taxation upon the interest as would be received by the owners of the 2006 Bonds beyond the extent to which such interest is subject to taxation as of the date hereof; 7 (2) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America, or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Cornmission,or any other governmental agency havingjurisdiction of the subject matter, to the effect that obligations of the general character of the 2006 Bonds, or the 2006 Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Fiscal Agent Agreement is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the 2006 Bonds, or of the 2006 Bonds, including any or all underwriting arrangements, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws as amended and then in effect (3) a general suspension of trading in securities on the New York Stock Exchange, or a general banking moratorium declared by federal, State of New Yorkor State officials authorized to do so; (4) any amendment to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body or other authority materially adversely affecting the tax status ofthe Authority or the District, its property, income, securities (or interestthereon) or the validity or enforceability of the Special Tax; (5) any event occurring, or information becoming known, which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the ()fficial Statement, or results in the ()fficial Statement containing any untrue or misleading statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (6) the entry of an order by a court of competent jurisdiction which enjoins or restrains the City from issuing permits, licenses or entitlements within the District, which order, in the reasonable opinion of the Underwriter, materially and adversely affects proposed developments within the District in particular or the City in general; (7) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State or a decision by any court of competent jurisdiction within the State or any court of the United States shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the 2006 Bonds; (8) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which restrictions materially adversely affect the Underwriter's ability to market the 2006 Bonds; or (9) the United States has become engaged in hostilities which have resulted in a declaration of war or a national emergency or there has occurred any other outbreak or escalation of hostilities or a national or international calamity or crisis, financial or otherwise, the effect of such outbreak, calamity or crisis on the financial markets of the United States, being such as, in the 8 reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the 2006 Bonds. (d) On or prior to the Closing Date, the Underwriter shall have received two counterpart originals or certified copies of each of the following documents, in each case satisfactory in form and substance to the Underwriter: ( 1) The Procedural Resolutions and the Ordinance, together with a certificate dated as of the Closing Date of the Secretary of the Board to the effect that each is a true, correct and complete copy of the one duly adopted by the Board; (2) An executed copy of the Fiscal Agent Agreement; (3) An executed copy of this Bond Purchase Agreement; (4) An executed copy of the Official Statement; (5) An executed copy of the District Continuing Disclosure Agreement; (6) An executed copy of the Acquisition Agreement and Supplement No. 1 to the Acquisition Agreement; (7) An executed copy of the City Joint Community Facilities Agreement; (8) An executed copy of the Caltrans Joint Community Facilities Agreement; (9) An approving opinion, dated the Closing Date and addressed to the Authority, of Bond Counsel for the Authority, in the form attached to the Official Statement as AppendixF and a letter, dated the Closing Date and addressed to the Underwriter, to the effect that such opinion addressed to the Authority may be relied upon by the Underwriter to the same extent as if such opinion was addressed to it; (10) A supplemental opinion, dated the Closing Date and addressed to the Underwriter of Bond Counsel to the effect that (i) the 2006 Bonds are not subjectto the registration requirements of the Securities Act of 1933, as amended and the Fiscal Agent Agreement is exempt from qualification pursuantto the Trust Indenture Act of 1939, as amended; (ii) the Bond Purchase Agreement has been duly authorized, executed and delivered by the Authority, and (assuming the due authorization, execution and delivery by, and validity against, the Underwriter) is a valid and binding agreement of the Authority enforceable in accordance with its terms, except as enforcement maybe limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights or remedies and is subjectto general principles of equity (regardless of whether such enforceability is considered in equity or at law); (iii) the statements contained in the Official Statement on the cover page and under the captions "INTRODUCTION - Sources of Payment for the 2006 Bonds," "INTRODUCTION - Tax Exemption," "THE 2006 BONDS," "SECURITY FOR THE 2006 BONDS," "LEGAL MATTERS - Tax Exemption," APPENDLX D - "Summary of Certain Provisions ofthe Fiscal Agent Agreement" and APPENDIX F - "Form oft lpinion of Bond Counsel" are accurate insofar as such statements expressly summarize certain provisions of the 2006 Bonds, the Fiscal Agent Agreement and such firm's opinion concerning certain federal tax matters relating 9 to the 2006 Bonds and (iv) the District is duly formed as a community facilities district under the Act ( 11) An opinion, dated the Closing Date and addressed to the District and the Underwriter of McFarlin & Anderson LLP, Disclosure Counsel, to the effect that without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, but on the basis of their participation in conferences with representatives of the District, Richards, Watson & Gershon, District Counsel, Bond Counsel, FieldmanRolapp &Associates, as financial advisor, Stone & Youngberg LLC, as underwriter, and others, and their examination of certain documents, no facts have corne to their attention which would lead them to believe that the Official Statement as of its date and as of the Closing Date contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial, statistical, economic, engineering, or demographic data or forecasts, numbers, charts, tables, graphs, maps, estimates, projections, assumptions or expressions of opinion, or any information about feasibility, valuation, appraisals, market absorption, real estate, archaeological, or environmental matters, the Appendices to the ()fficial Statement or any information about debt service requirements, book-entry, The Depository Trust Company, the Insurer, the Insurance Policy, or tax exemption contained in the ()fficial Statement); ( 12) An opinion, dated the ClosingDate and addressed to the Underwriter, ofthe City Attorney, as counsel to the Authority and to the District, to the effect that (i) The Authority is duly organized and validly existing under the Constitution and laws of the State of California; (ii) The District is duly organized and validly existing as a community facilities district under the laws of the State, with full legal right, power and authority to issue the 2006 Bonds and to perform all of its obligations under the 2006 Bonds and the District Documents; (111) To the best of such counsel's knowledge, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending or threatened against the Authority or the District affecting the existence of the Authority or the District or the title of their officers to their respective offices, or which would materially adversely affect the ability of the Authority to perform its obligations hereunder or under the 2006 Bonds or the District Documents or seeking to restrain or to enjoin the development of property within the District, the issuance, sale, or delivery of the 2006 Bonds or the exclusion from gross income for federal income tax purposes or State personal income taxes of interest on the 2006 Bonds, or the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of and interest on the 2006 Bonds, or in any way contesting or affecting the validity or enforceability of the 2006 Bonds or the District Documents or any action of the Authority contemplated by any of said documents or the accuracy or completeness of the Preliminary Official Statement or the Official Statement; (iv) The Board on behalf of the District has duly and validly adopted the Procedural Resolutions and the ()rdinance at meetings of the Board which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting at the time 10 of adoption, and the Procedural Resolutions and the Ordinance are now in full force and effect and have not been amended; (v) To the best of such counsel's knowledge, the Authority and the District are not in breach of or in default under any applicable law or administrative rule orregulation of the State or the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, fiscal agent agreement, contract, agreement or other instrument to which the Authority or the District is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of the Authority or the District to perform their obligations under the Procedural Resolutions, the Ordinance, the 2006 Bonds or any District Documents or which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder; (vi) The adoption of the Procedural Resolutions and the Ordinance, and the execution and delivery of the 2006 Bonds and the District Documents, and compliance with the provisions of each, did not and will not conflict with or constitute a breach of or default under any applicable court or administrative decree or order, or under any loan agreement, note, ordinance, resolution, indenture, fiscal agent agreement, contract, agreement or other instrument to which the Authority or the District is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability ofthe Authority to perform its obligations under the 2006 Bonds or any District Documents; and (vii) Without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the ()fficial Statement, but on the basis of their participation in conferences with representatives of the Authority, the District, Bond Counsel, Disclosure Counsel, representatives of the Underwriter, and others, and their examination of certain documents, no information has corne to their attention which would lead them to believe that the information with respect to the Authority and the District in the Official Statement, as of its date and as of the Closing Date, contained any untrue statement of a ma terial fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any Appendix to the Official Statement or any other financial, statistical or economic data or forecasts, numbers, charts, graphs, estimates, projections, assumptions orexpressions of opinion, or any information about valuation or appraisals, or any information about Harveston, LLC, LEN-mland, LLC, the Merchant Builders, MW Housing Partners III L.P., The MorganGroup, Temecula Retirement Residence, Winchester Hills I,LLC, the Insurer, the msurance Policy, book-entry or DTC contained in the Official Statement); (13) A Certificate, dated the Closing Date and signed by an authorized representative of the Authority, certifying that (i) the representations and warranties of the Authority contained in this Bond Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) no event has occurred since the date of the ()fficial Statement affecting the matters contained therein which should be disclosed in the ()fficial Statement for the purposes for which it is to be used in order to make the statements and information contained in the ()fficial Statement with respect to the Authority or the District not misleading in any material respect; and (iii) the Authority has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the 2006 Bonds and the District Documents at or prior to the Closing Date in order to issue the 2006 Bonds; 11 (14) A certificate of the Authority, in a form acceptable to Bond Counsel, containing the Authority's reasonable expectations in support of the conclusion that the 2006 Bonds are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended; (15) An opmlOn of counsel to the Fiscal Agent, dated the Closing Date, addressed to the Underwriter, in form and substance satisfactory to the Underwriter, to the effect that: (i) TheFiscal Agent is a national banking association, organized and existing under and by virtue of the laws of the United States of America; (ii) The Fiscal Agent has duly authorized the execution and delivery of the Fiscal Agent Agreement and the District Continuing Disclosure Agreement (as defined below); (111) TheFiscal Agent Agreement and the District Continuing Disclosure Agreement have been duly entered into and delivered by the Fiscal Agent and assuming due, valid and binding authorization, execution and delivery by the other parties thereto, constitute the legal, valid and binding obligations oftheFiscal Agent enforceable againstthe Fiscal Agent in accordance with their terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally, or by general principles of equity; (iv) Acceptance by the Fiscal Agent ofthe duties and obligations under the Fiscal Agent Agreement and the District Continuing Disclosure Agreement and compliance with provisions thereof will not conflict with or constitute a breach of or default under any law or administrative regulation, court decree, resolution, charter, by-laws, agreement, instrument or commitment to which the Fiscal Agent is subject; (v) Ail approvals, consents and orders of any governmental authority or agency having jurisdiction in the matter which would constitute a condition precedent to the performance by the Fiscal Agent of its duties and obligations under the Fiscal Agent Agreement and the District Continuing Disclosure Agreement have been obtained and are in full force and effect; (vi) To such counsel's knowledge, there is no litigation pending or threatened against or affecting the Fiscal Agent to restrain or enjoin the Fiscal Agent's participation in, or in any way contesting the powers of the Fiscal Agent with respect to the transactions contemplated by the 2006 Bonds or the Fiscal Agent Agreement; and (vii) To such counsel's knowledge, there is no litigation pending or threatened against or affecting the Fiscal Agent to restrain or enjoin the Fiscal Agent's participation in, or in any way contesting the powers ofthe Fiscal Agent with respect to the transactions contemplated by the 2006 Bonds, the Fiscal Agent Agreement (16) A certificate of the Fiscal Agent, dated the Closing Date, in form and substance acceptable to counsel for the Underwriter, to the following effect: (i) The Fiscal Agent is a national banking association, and is organized and existing under and by virtue ofthe laws of the United States of America, and has the full power and authority 12 to accept and perform its duties under the Fiscal Agent Agreement and the District Continuing Disclosure Agreement; (ii) Subjectto the provisions of the Fiscal Agent Agreement, the Fiscal Agentwill apply the proceeds from the 2006 Bonds to the purposes specified in the Fiscal Agent Agreement; (iii) The2006 Bonds have been duly and validly authenticated onbehalf ofFiscal Agent; (iv) To the best knowledge of the Fiscal Agent, no consent, approval, authorization or other action by any govemmental or regulatory authority having jurisdiction over the Fiscal Agent that has not been obtained is or will be required for the authentication of the 2006 Bonds or the consummation by the Fiscal Agent of the other transactions contemplated to be performed by the Fiscal Agent in connection with the authentication of the 2006 Bonds and the acceptance and performance of the obligations created by the Fiscal Agent Agreement; (v) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of its knowledge, threatened in any way affecting the existence of the Fiscal Agent, or seeking to restrain or to enjoin the execution and delivery of the Fiscal Agent Agreement or the District Continuing Disclosure Agreement, or the authentication of the 2006 Bonds, by the Fiscal Agent, or in anyway contesting or affecting thevalidity or enforceability, as againstthe Fiscal Agent, ofthe Fiscal Agent Agreement or the District Continuing Disclosure Agreement or any action of the Fiscal Agent contemplated by any of said documents, or in which an adverse outcome would materially and adversely affect the ability of the Fiscal Agent to perform its obligations under the Fiscal Agent Agreement or the District Continuing Disclosure Agreement; (vi) To the best knowledge of the Fiscal Agent, the Fiscal Agent is not in breach of or in default under any applicable law or administrative rule or regulation of the State or the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, fiscal agent agreement, contract, agreement or other instrument to which the Fiscal Agent is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of the Fiscal Agent to perform its obligations under the Fiscal Agent Agreement or the District Continuing Disclosure Agreement; and (vii) To the best knowledge of the Fiscal Agent, the authentication of the 2006 Bonds, and the execution and delivery of the Fiscal AgentAgreement and the District Continuing Disclosure Agreement by the Fiscal Agent, and compliance with the provisions of each, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State or the United States of America, or of any deparbnent, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, ordinance, resolution, indenture, fiscal agent agreement, contract, agreement or other instrument to which the Fiscal Agent is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of the Fiscal Agent to perform its obligations under the Fiscal Agent Agreement or the District Continuing Disclosure Agreement; ( 17) A defeasance opinion of Bond Counsel, dated as of the Closing Date and addressed to the Authority and the Underwriter, in form and substance satisfactory to the Underwriter and its counsel; 13 (18) A certificate from Psomas to the effect that (i) if the Special Tax is levied in accordance with the terms as set forth in the Rate and Method of Apportionment of Special Tax of the District and collected, the amount of the levy will be sufficient to make timely payments of debt service and estimated annual administrative expenses on the 2006 Bonds, provided that acreage and number of units supplied by the District and by Harveston, LLC, the Merchant Builders, or by any of their agents, which has beenrelied upon by Psomas is true and correct(no representation need be made as to the actual amounts that will be collected in future years), (ii) the amount of the maximum Special Taxes that may be levied in each Fiscal Year is at least 110% of the annual debt service for the 2006 Bonds for each such Fiscal Year, assuming that the net taxable acreage and projected development figures provided to Psomas by Harveston, LLC are true and correct, (iii) the description of the Rate and Method of Apportionment of the Special Taxes contained in the section captioned "SECURITY FOR THE 2006 BONDS Special Taxes," and in Appendix B is correctly presented in all material respects and (iv) that, as of the dates of the Preliminary Official Statement and the Official Statement the information contained in those portions of the Official Statement entitled "INTRODUCTION The Community Facilities District," "INTRODUCTION Sources of Payment for the 2006 Bonds," "SECURITY FOR THE 2006 BONDS Special Taxes," "SECURITY F< lR THE 2006 B( lNDS - Rate and Method," "THE C< lMMUNITY FACILITIES DISTRICT - Direct and Overlapping Debt," "THE COMMUNITY FACILITIES DISTRICT- Estimated Value-to-Lien Ratios and Estimated Special Tax Allocation by Property Ownership," "THE COMMUNITY FACILITIES DISTRICT - Overlapping Community Facilities and Assessment Districts," "BONDOWNERS' RISKS - Levy and Collection of the Special Tax; Insufficiency of the Special Tax," "BONDOWNERS' RISKS - Exempt Properties," and in the Tables of the Official Statement captioned "Table 5 - Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) Secured Property Tax Roll and Direct and (lverlapping Debt," and "Table 6 - Temecula Public Financing Authority Community Facilities DistrictNo. 01-2 (Harveston) Fiscal Year 2006-07 Allocation Based on Developed and Undeveloped Property Special Tax Allocation by Appraiser's Categories (As ofJanuary 15,2006 Appraisal Date of Value)" and "Appendix B" and the other data provided by the Special Tax Consultant and included in the Official Statement, do not, to such consultant's knowledge, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (19) (i) The final appraisal report with a date of value ofJanuary 15, 2006 (the "Appraisal Report") of Stephen G. White, MAl (the "Appraiser") setting forth appraised values of land within the District at not less than the appraised values set forth in the Official Statement, along with the Supplemental Report dated May 11, 2006, and (ii) a certificate of the Appraiser in substantially the form of Exhibit B hereto, dated the Closing Date and addressed to the Underwriter, the Authority and the Community Facilities District; (20) A conformed or certified copy of the Notice of Special Tax Lien recorded on May 15, 2002, as Document No. 2002-254462 with the County Recorder; (21) Certified copies of proceedings relating to formation of the District, including copies oftheProcedural Resolutions and (lrdinance No. TPF A-02-01, adopted on April 9, 2002, levying the special taxes in accordance with the Rate and Method of Apportionment of Special Taxes; (22) Evidence that the federal tax information Form 803 8-G has been prepared for filing; 14 (23) Copies of filings with the California Debt and Investment Advisory Commission relating to the issuance of the 2006 Bonds; (24) Evidence satisfactory to the Underwriter that the Series ABonds have been rated "AAA" by Standard & Poor's, and that the underlying ratings on the 2006 Bonds have been rated [" "] by Standard & Poor's, and that such ratings are in effect as of the date of Closing; (25) The msurance Policy issued by the Insurer with respect to the Series A Bonds, a certificate of the Insurer and an opinion of counsel to the Insurer regarding the enforceability of the InsurancePolicy, each in form and substance satisfactory to the District and the Underwriter; and (26) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the statements and information contained in the Prelirninary Official Statement and the Official Statement, of the Authority's representations and warranties contained herein and the due performance or satisfaction by the Authority at or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the Authority in connection with the transactions contemplated hereby and by the Procedural Resolutions and the (lfficial Statement. (e) At the time of the Closing, no default shall have occurred or be existing under this Purchase Agreement, the Fiscal Agent Agreement or the District Documents and the Authority and the District shall not be in default in the payment of principal or interest on any of its bonded indebtedness which default shall adversely impact the ability ofthe Authority or the District to make payment on the 2006 Bonds. (f) If the Authority shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the 2006 Bonds contained in this Bond Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the 2006 Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the Authority shall be under any further obligation hereunder, except that the respective obligations of the Authority and the Underwriter set forth in Section 4 hereof shall continue in full force and effect. 4. Fxnenses. Whether or not the 2006 Bonds are delivered to the Underwriter as set forth herein: (a) The Underwriter shall be under no obligation to pay, and the Authority shall payor cause to be paid (out of any legally available funds of the Authority relating to the District) all expenses incident to the performance of the Authority's and the District's obligations hereunder, including, but not limited to, the cost of printing and delivering the 2006 Bonds to the Underwriter, the cost of preparation, printing (and! or word processing and reproduction), distribution and delivery of the Fiscal Agent Agreement, the Procedural Resolutions, the (lrdinance, the Preliminary (lfficial Statement, the (lfficial Statement and all other agreements and documents contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter; the fees and expenses in connection with obtaining a delinquency report and statement of direct and overlapping bonded debt from Psomas; and the fees and disbursements of the Fiscal Agent for the 2006 Bonds, Bond Counsel, Disclosure Counsel and any market absorption consultants, accountants, financial advisors, engineers or any other experts or consultants the 15 Authority has retained in connection with the 2006 Bonds and any out-of-pocket disbursements of the Authority to be paid from the proceeds of the 2006 Bonds; and (b) The Authority shall be underno obligation to pay, and the Underwriter shall pay, the cost of preparation of any "Blue SkY''' or legal investment memoranda; expenses to qualify the 2006 Bonds for sale under any "Blue SkY''' or other state securities laws, the fees, if any, payable to the California DebtandInvesbnent AdvisoryCommission on account of the 2006Bonds; CUSIP@ Service Bureau fees; and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the 2006Bonds (except those specifically enumerated in paragraph (a) of this section), including any advertising expenses. 5. Notices. Any notice or other communication to be given to the Authority under this BondPurchase Agreement may be given by delivering the same in writing to the Temecula Public Financing Authority, 43200 Business Park Drive, Temecula, California 92590 Attention: Director of Finance; and any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to Stone & Youngberg LLC, 515 South Figueroa Street, Suite 1060, Los Angeles, California 90071, Attention: Municipal Finance Deparbnent;provided, however, that all such notices, requests or other communications may be made by telephone and promptly confirmed by writing. The Authority and the Underwriter may, by notice given as aforesaid, specify a different address for any such notices, request or other communications. 6. Parties in Tnterest. This Bond Purchase Agreement is made solely for the benefit of the Authority and the Underwriter (including their successors or assigus), and no other person shall acquire or have any right hereunder or by virtue hereof. 7. Sllrvlv:ll ()fRe!,re~ent:ltl()n~ :mc1 W:lrr:lntle~. The representations and warranties of the Authority set forth in or made pursuant to this Bond Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Bond Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the Authority and regardless of delivery of and payment for the 2006 Bonds. 8. Effp.d;vp. This Bond Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Authority and shall be valid and enforceable as of the time of such acceptance. 9. Annlicahle Law: Nonassi<mahilitv. This Bond Purchase Agreement shall be governed by the laws of the State. This Bond Purchase Agreement shall not be assigued by the Authority or the Underwriter. 10. Execution of Counternarts. This Bond Purchase Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same. 11. No Prior Aoreements. This Bond Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of2006 Bonds by the Authority and represents the entire agreement of the parties as to the subject matter herein. 16 12. Portio 1 T Tnenfnrc.eo hilit~ Any provision of this Bond Purchase Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating therernaining provisions of this Bond Purchase Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 17 13. ron;hl;7Rr1 Tp,rm, Terms with initial capital letters not otherwise defined herein shall have the meanings assigned to them in the Fiscal Agent Agreement or the Official Statement. Very truly yours, STONE & YOUNGBERG LLC By: ACCEPTED: ,2006 TEl'vlECULAPUBLIC FINANCING AUTHORITY FOR AND ON BEHALF OF THE TEMECULA PlJBLIC FmANCmGAl~HORITYCO~~~TYFACILIT1ES DISTRICT NO. 01-2 (HARVESTON) By: 18 EXHIBIT A TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVEST ON) 2006 SPECIAL TA,X REFUNDING BONDS, SERIES A MATURITY SCHEDULE Maturity Date (September I) Principal Amount Interest Rate Yield Price Serial Bonds: 211117 2008 2009 2010 2011 2012 21113 21114 21115 21116 211]7 21118 21119 2()2() 2()21 2022 2023 2024 2025 Tem1 Bonds: 2030 21136 Total Issue $ 0'0 0'0 The purchase price of the Series A Bonds shall be $ (which is the principal amount thereof$ , less anet original issue discountof$ , and less the Underwriter's discount of $ ). In addition, no accrued interest will be paid with respect to the Series A Bonds because the Series A Bonds are dated the closing date. A-I TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVEST ON) 2006 SPECIAL TA,X REFUNDING BONDS, SUBORDINATE SERIES B Maturity Date (September 1 ) Serial Bonds: 21)(17 2008 2009 2010 2011 2012 2013 2014 21115 21116 21117 2111R 21\19 2()2() 2()21 2()22 2()23 2024 2025 Tem1 Bonds: 2030 2036 Total Issue MATURITY SCHEDULE Principal Amount Interest Rate Yield Price $ 0'0 0'0 The purchase price of the Series B Bonds shall be $ (which is the principal amount thereof $ , less anet originalissue discount of $ , and less the Underwriter's discount of $ ). In addition, no accrued interest will be paid with respect to the Series B Bonds because the Series B Bonds are dated the closing date. A-2 APPENDIX B CERTIFICATE OF APPRAISER Stone & Youngberg LLC 515 South Figueroa Street, Suite 1060 Los Angeles, California 90071 Temecula Public Financing Authority 43200 Business Park Drive Temecula, California 92590 Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) 43200 Business Park Drive Temecula, California 92590 The undersigued hereby states and certifies: 1. Thathe is an authorized principal of Stephen G. White, MAl (the "Appraiser") and as such is familiar with the facts herein certified and is authorized and qualified to certify the same. 2. Thatthe Appraiser has prepared an appraisal report dated February 3, 2006 (the "Appraisal Report"), on behalf of the Temecula Public Financing Authority (the "Authority") and in connection with the Official Statement dated , 2006 ('i)fficial Statement"), for Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Series A (the "Series A Bonds") and 2006 Special Tax Refunding Bonds, Subordinate Series B (the "Series B Bonds," collectively the "2006 Bonds"). "' That the Appraiser hereby consents to the reproduction and use of the Appraisal Report appended to the Preliminary ()fficial Statement and the ()fficial Statement. The Appraiser also consents to the references to the Appraiser and the Appraisal made in the Preliminary Official Statement and the Official Statement. 4. In the opinion ofthe Appraiserthe assumptions made in the Appraisal Report are reasonable. 5. That the ()fficial Statement has been reviewed on behalf of the Appraiser and to the best knowledge of the Appraiser the statements concerning the Appraisal Report and the value of the property contained under the captions "INTRODUCTION Appraisal, " "INTRODUCTION Professionals Involved in the Offering," "THE COMMUNITY FACILITIES DISTRICT Estimated Value-to-Lien Ratios and Estimated Special Tax Allocation by Property Ownership, " "THE COMMUNITYF ACILITIES DISTRICT Appraised Property Value," ''BONDOWNERS' RISKS Failure to Develop Properties," "BONDOWNERS'RISKS Appraised Values," ''BONDOWNERS' RISKS Hazardous Substances" and "APPENDIX C Summary Appraisal Report" are true, correct and complete in all material respects and do not contain any untrue statement of amaterial fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. B-1 6. Each of the parcels appraised by the Appraiser is encompassed within the Community Facilities District. 7. That, as of the date of this Certificate, the conclusions set forth in the Appraisal Report included as Appendix C to the Official Statement are confirmed. 8. That, as of the date of the Official Statement and as of the date hereof, the Appraisal Report appended to the Official Statement, to the best of my knowledge and belief, and subject to all of the Assumptions and Limiting Conditions set forth in the Appraisal Report, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, and no events or occurrences have been ascertained by the undersigned or have corne to the undersigned's attention that would substantially change the estimated values stated in the Appraisal Report. However, the undersigned has not performed any procedures since the date of the Appraisal Report to obtain knowledge of such events or occurrences nor is the undersigned obligated to do so in the future. 9. The Underwriter, the Authority and the District, are entitled to rely on the Certificate. Dated: ,2006 STEPHEN G. WHITE, MAl By: B-2 ,2006 Stone & Youngberg LLC 515 South Figueroa Street, Suite 1060 Los Angeles, California 90071 Re: Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Series A and 2006 Soecial Tax Refundin" Bonds. Subordinate Series B Ladies and Gentlemen: In connection with the proposed sale to you ofTemecula Public Financing Authority (the "Authority") Community Facilities District No. 01-2 (Harveston) (the "District") 2006 Special Tax Refunding Bonds, Series A (the "Series A Bonds"), and its 2006 Special Tax Refunding Bonds, Subordinate Series B (the "Series B Bonds," collectively, the "2006 Bonds") the Authority has delivered to you a Preliminary < )fficial Statement, dated , 2006, relating to the 2006 Bonds (the "Preliminary < )fficial Statement"). The Authority, for purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission, deems the Preliminary Official Statement to be final as of its date, except for the omission of no more than the following information: the offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, dates of mandatory sinking fund payments, delivery dates, and any other terms of the 2006 Bonds relating to such matters. Very truly yours, TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVESTON) By: Shawn Nelson, acting on behalf of Temecula Public Financing Authority, for the District TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVESTON) 2006 SPECIAL TAX REFUNDING BONDS, SERIES A 2006 SPECIAL TAX REFUNDING BOND, SUBORDINATE SERIES B PRELIMINARY OFFICIAL STATEMENT PRELIMINARY OFFICIAL STATEMENT DATED JULY _,2006 NEW ISSUE RATINGS Series A Bonds Insured Rating: S&P Series A Bonds Underlying Rating: S&P Series B Bonds: NOT RATED (See "RATINGS - Ratings on Insured Bonds" herein) In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, subject, however, to certain qualifications describedherein, under existing law, the interest on the2006Bonds is excludedji-omgross incomeforfederal income tax pwposesand is not an item of fax preference forpwposes of the federal altemative minimum fax imposed on individuals and c01porations; it should be noted, however, that,for the pwpose afcomputing the altemative minimum tax imposed on cOlporations lasdefined forfederal income tax pwposes), such interest is taken into account in determining certain income and earnings. Bond Counsel is also afthe opinion that under existing law, the interest on the 2006 Bonds isexemptfi-om personal income taxation imposed by the State ofCali/omia. See "LEGAL !llATTERS - Tax Exemption" herein. TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVEST ON) $14,490,000" 2006 SPECIAL TA.X REFUNDING BONDS, SERIES A AND $3,220,000' 2006 SPECIAL TA.X REFUNDING BONDS, SUBORDINATE SERIES B Dated: Date of Delivery Due: September 1, as shown on the inside cover The Temecula Public Financing Authority Community Facilities District No. 01-2 (Harvestonl2006 Special Ta.'\:Refimding Bond,;;, SeriesA(the "Series A Bonds") andits 2006 Special TaxRefimdingBonds, Subordinate Series B (the "SeriesB Bonds,"collectively, the "2006 Bonds") are being issued llllder the Mello-Roos Community Facilities Act of 1982 (the "Act") and a Fiscal Agent Agreement, dated as of September 1, 2006 (the "Fiscal Agent Agreement"), by and between the Temecula Public Financing Authority(the "Authority") and U. S. Bank National A,;;sociation, as Fiscal Agent (the "Fiscal Agent"), and are payable from proceed,;; of Special Ta.'\:es (as defined hereinl levied on property within the Temecula Public Financing AuthorityCommmuty Facilities District No 01-2 (Harvestonl (the "District") according to the rate and method of apportionment of special ta.'\: approved by the qualified electors of the District andby the Authority, acting as the legislative body oflhe District The 2006 Bonds are being issued, along with certain fimds on hand, (il to refimd on September L 2006, the District's outstanding converted Special Ta.'\:Bonds, 2002 Series A, (iil to pay the costs of issuing the 2006 Bonds and (iiil to establish a Senior Subaccollllt within the Reserve Flmd for the Series A Bonds all or a portion of which may be fimded by a reserve surety for the Series A Bonds in satisfaction of the Reserve Requirement for the SeriesA Bond,;;, and ( iVl to establish a Subordinate Subaccolllltwithin the Reserve Flllld for the Series B Bonds in satisfaction ofthe Reserve Requirement for the Series B Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" and "PLAN OF FINANCE" herein. The 2006 Bonds will be issued in denominations of$5,000 or integral multiples in excess thereof. The 2006 Bond,;;, when delivered, will be initially registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York. DTC will act as securities depository for the 2006 Bonds as described herein llllder "THE 2006 BONDS Book-Entry and DTC." The scheduled payment of principal of and interest on the Series A Bonds when due will be guaranteed llllder an insurance policy to be issued concurrently with the delivery ofthe Series A Bonds by [INSURER]. [INSURER] PAYMENT OF THE SERIES B BONDS IS NOT SECURED BY THE MUNICIPAL BOND INSURANCE POLICY THE SERIES B BUNDS ARE NUT RATED BY ANY AGENCY, INVULVE A HIGH DEGREE UF RISK AND ARE NUT SUITABLE FUR ALL INVESTORS. SEE "BONDOWNERS RISKS." The 2006 Bonds are subject to optional redemption, mandat01T redemptionfi-om prepayments of Special Taxes and mandat01T sinking pl{Vment redemption as described herein. THE 2006 BONDS, THE INTEREST THEREON, AND ANY PREMIUM PAYABLE ON THE REDEMPTION OF ANY OF lHE 2006 BONDS. ARE NOT AN INDEBTEDNESS OF THE AUTHORITY. THE DISTRICT (EXCEPT TO THE LIMITED EXTENT SET FORTH IN THE FISCALAGENT AGREEMENT). THE STATE OF CALIFORNIA (lHE "STATE..) OR ANY OF ITS POLITICAL SUBDIVISiONS. AND NEITHER THE AUTHORITY, THE DISTRICT (EXCEPT TO THE LIMITED EXTENT SET FORTHlNlHE FISCAL AGENT AGREEMENT), THE STATE NOR ANY OF ITS POLITICAL SUBDiVISiONS IS LIABLE FOR THE2006 BONDS. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWEROF THE AUTHORITY, THE DISTRICT (EXCEPT TO THE LIMITED EXTENT SET FORTH IN THE FISCALAGENT AGREEMENT) OR THE STATE ORANY POLITICAL SUBDiVISiON THEREOF IS PLEDGED TO THE PAYMENT OF THE 2006 BONDS. OTHER THAN THE SPECIAL TAXES LEVIED WITHIN THE DISTRICT, NO TAXES ARE PLEDGED TO THE PAYMENT OF THE2006 BONDS. THE 2006 BONDS ARE NOT A GENERAL OBLIGATION OF THE AUTHORITY OR THE DISTRICT. BUT ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM THE SOURCES PROVIDED IN THE FISCAL AGENT AGREEMENT. This coverpage contains cel1ain infonnationfor qllick reference only. It is not a sllmmary of the isslle. Potential investors mllstread the enlire Official Statement to obtain infonnation essenlial to the making of an itifonned investment decision with respect to the 2006 Bonds. Investment in the 2006Bonds ilJl'oh'es riskswhich maynot be appropriatefor some investors. See ''BONDOWNERS' RISKS" hereinfora discllssion ofcel1ain special risk factors that shollld be considered in evalllating the investment qllali/y of the 2006 Bonds. MATITRITY S('HFI)III.F (See Inside Cover) *Preliminary, subject to change. Plea~erefer tothe in~idecoverpage fora ~ummary of the principal amount~, intere~trate~,reoffering yield~andCUSIP';:'number~for the 2006 Bond~. The2006 Bond~ are offered when, a~ and ifi~~ued and accepted by the UndeIWriter, ~ubject to approval a~to theirlegality by Quint & Thimmig LLP, San Franci~co, California, Bond Coun~eL and ~ubject to certain other condition~. McFarlin & Ander~on LLP, Lake Fore~t, California i~ acting a~ Di~c1o~ure Coun~el. Certain legal matter~will be pa~~ed on for the Authority and the Di~trict byRichard~, Wat~on & Ger~hon, Lo~ Angele~, California, the City Attorney It is anticipated that the2006 Bonds, in book-entry-only fonn, will be available for delivery to DTC in New York, New York on or about September [1], 2006. Stone & Youngberg LLC Daled: Augusl_, 2006 Thefollowillg lallguage to be imerted by the prillte}; ill red, at the top of the Po::;ji-Ollt cover: PRELIMINARY OFFICIAL STATEMENT DATED JlTL Y _,2006 TIle followillg lallguage to be illserted by the prillter. ill red, vertically alollg the l~ft margill ~f the POSfrollt cover: This Preliminary Official Statement amI the information containeu herein are subject to completion or arnemlrnent. Unuer no circumstances shall this Preliminary ()fficial Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale ofthese securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. MATURITY SCHEDULE TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVEST ON) 2006 SPECIAL T A.X REFUNDING BONDS, SERIES A $ Serial Series A Bonds Base CUS1P@No. t Maturity (September 1) 20()7 2008 2009 2010 2011 2012 2013 2014 2015 Principal Amount Interest Rate Yield CUSIpOO No.t Maturity (September 1) 2016 201 2018 2019 2020 2021 2022 2023 20 Principal Amount Interest Rate Yield CUSIpOO No.t $ %l %l $ %l %l $ $ __%) Term Serie~ A BonJ~ due September 1. 20 . Yield %l CUSIP~JNo. __%) Term Serie~ A BonJ~ due September 1. 2036. Yield --%l CUSIP~JNo. TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVEST ON) 2006 SPECIAL TA.X REFUNDING BONDS, SUBORDINATE SERIES B $ Serial Series B Bonds Base CUSlpooNo. 1 Maturity Principal Interest CUSIpoo Maturity Principal Interest CUSIpoo (Septemberll Amount Rate Yield Nol (September 1) Amount Rate Yield Nol 2007 $ ~'o ~'o 2016 $ ~'o ~'o 2008 2017 2009 2018 2010 2019 2011 2020 2012 2021 2013 2022 2014 2023 2015 20 $ ~'o Term Series B Bonds due September 1, 20 , Yield ~'O CUSIP~J No. $ ~'o Term Series B Bonds due September 1, 2036, Yield % CUSIP'" No. t C'US1P@ A registered trademark of the American Bankers Association. C'opyright iD 1999-21 II 16 Standard & Poor's, a Division of The McGraw-Hill C'ompanies, Inc. C'US1P" data herein is provided by Standard & Poor's CUSlp<1> Service Bureau. This uata is not intenueu to create a uatabase anu uoes not serve in any way as a substitute for the ClTSlpoo Service Bureau. ClTSIpoonurnbers are provided for convenience of reference only Neither the Authority nor the Underwriter takes any responsibility for the accuracy of such numbers. TEMECULA PUBLIC FINANCING AUTHORITY BOARD OF DIRECTORS Michael S. Naggar, Chairperson Jeff Comerchero, Vice Chairperson Ron Roberts, Member Jeff Stone, Member Charles W. Washington, Member AUTHORITY / CITY STAFF Shawn Nelson, Executive Director and City Manager Genie Roberts, Authority Treasurer and City Finance Director Susan Jones, Authority Secretary and City Clerk SPECIAL SERVICES Bond Counsel Quint & Thirnrnig LLP San Francisco, California Authority Counsel Richards, Watson & Gershon A Professional Corporation Los Angeles, California Disclosure Counsel McFarlin & Anderson LLP Lake Forest, California Special Tax Consultant Psomas Riverside, California Financial Advisor to the Authority Fieldman, Rolapp & Associates Irvine, California Fiscal Agent/Dissemination Agent U.S. Bank National Association Los Angeles, California Appraiser Stephen G. White, MAl Fullerton, California GENERAL INFORMATION ABOFT THE OFFICIAL STATEMENT Use ofOfficiaI Statement This Official Statement is submitted in connection with the offer and sale ofthe 2006 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 ofthe 2006 Bonds. Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the District in any press release and in any oral statement made with the approval of an authorized officer of the District or any other entity described or referenced herein, the words or phrases "will likely result," "are expectedto " "will continue" "is anticipated" "estimate" "project" "forecast" "expect" "intend" and similar e~pression~ identifY "forw~rd-looking stat~ments" within the m'eaning of the Privat~ Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27 A ofthe United States Securities Act of1933, as amended. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward- looking statements. Anyforecastis subjectto such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results and those differences may be material. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairs ofthe District or any other entity described or referenced herein since the date hereof. The District does not plan to issue any updates or revision to the forward-looking statements set forth in this Official Statement. LimitedOffering. No dealer, broker, salesperson or other person has been authorized by the District to give any information or to make any representations in connection with the offer or sale ofthe 2006 Bonds other than those contained herein and if given or made, such other information or representation must not be relied upon as having been authorized by the District or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale ofthe 2006 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. InvolvementofUnderwriter. 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. The information and expressions of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the District or any other entity described or referenced herein since the date hereof. 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. Stabilization of Prices. In connection with this offering, the Underwriter may overallot or effect transactions which stabilize or maintain the market price ofthe 2006 Bonds at a level above that which might otherwise prevail in the open market. Such stabilizmg, if commenced, may be discontinued at any time. The Underwriter may offer and sell the 2006 Bonds to certain dealers and others at prices lower than the public offering prices set forth on the inside cover page hereof and said public offering prices may be changed from time to time by the Underwriter. THE 2006 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRA TIONREQUlREMENTS CONI AINED IN SUCH ACT. THE 2006 BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. TABLE OF CONTENTS ~ INTRODUCTION General The Authority The Community Facilities District Purpose ofthe 21)( 16 Bonds Sources of Payment for the 2()()6 Bonus Bond Insurance for Series A Bonds Appraisal Tax Exemption Risk Factors Associated with Purchasing the 2006 Bonds Forward Looking Statements Professionals Involved in the Offering Other Information 1 1 1 1 2 3 3 CONTINUING DISCLOSURE -+ 5 5 5 5 6 6 PLAN C IF FINANCE 6 ESTIMATED SOURCES AND USES OF FUNDS 7 THE 2006 BONDS 7 Description ofthe 2006 Bonds 7 Terms of Redemption 8 Transfer and Exchange of 2006 Bonds 11 Book-Entry and DTC 12 Debt Servi"ce Schedule 13 SECURITY FOR THE 21)( 16 BONDS 15 General 15 Special Taxes 15 Rate and Method 16 Special Taxes and the Teeter Plan 18 Proceeds of Foreclosure Sales 18 Special Tax Fund 19 Bond Fund 20 Reserve Fund 21 Investment of Moneys in Funds 22 Additional Bonds for Refunding Purposes Only 22 BC lND INSURANCE FC lR THE SERlES A BC lNDS 22 [Insurer] Municipal Bond Insurance Policy 22 Insurer] 23 THE AUTHORITY 23 Authority for Issuance 23 THE COMMUNITY F AC1L1TlES DISTRICT 2-+ Location and Description of the District 24 Specific Plan 25 Environmental Conditions 26 Development Agreement 26 Settlement of Litigation Regarding Development 2R Acquisition of Improvements 2R Property Ownership 2R Description of Project 3() Special Tax Collections 3-+ Direct and Overlapping Debt 3-+ Estimated Value-to-Lien Ratios and Estimated Special Tax Allocation by Property Ownership 37 Overlapping Community Facilities and Assessment Districts 40 Other Overlapping Direct Assessments -+0 Estimated Assessed Value-to-Lien Ratios -+0 Appraised Property Value -+0 + BONDOWNERS' RISKS Risks of Real Estate Secured Investments Generally Concentration of Ownership . Adjustable Rate and Unconventional Mortgage Structures Failure to Develop Properties Special Taxes Are Not Personal (lbligations The 21)( 16 Bonds Are Limited Obligations ofthe District Appraised Values Land Development Burden of Parity Liens, Taxes and Other Special Assessments on the Taxable Property Disclosure to Future Purchasers Government Approvals Local, State and Federal Land Use Regulations Endangered and Threatened Species Hazardous Substances Levy and Collection ofthe Special Tax; Insufficiency ofthe Special Tax Exempt Properties Depletion of Subaccounts within the Reserve Fund Potential Delay anu Limitations in Foreclosure Proceedings Bankruptcy and Foreclosure Delay Payments by FDIC and Other Federal Agencies Payment of Special Tax Not a Personal Obligation ofthe Property Owners Factors Affecting Parcel Values and Aggregate Value No Acceleration Provisions Community Facilities District Formation Billing of Special Taxes Collection of Special Tax Right to Vote on Taxes Act Ballot Initiatives anu Legislative Measures Limited Secondary Market Loss of Tax Exemption Limitations on Remedies 42 42 42 43 43 44 44 44 44 45 45 46 46 46 46 47 4R 4R 4R 49 50 51 51 'i7 'i7 'i7 'i7 co n 53 54 54 54 SPECIAL RISK CONSIDERATIONS SPECIFIC TO THE SERIES B BONDS Subordination of Series B Bonds Limited Secondary Market No Ratings of Series B Bonds No Insurance; Remedies Controlled by [INSURER] 54 54 54 55 55 LEGAL MATTERS Legal Opinion Tax Exemption No Litigation No General Obligation ofthe Authority or the District 55 55 55 55 56 RATINGS Ratings on Insured Bonds 56 56 UNDERWRITING 56 PROFESSIONAL FEES MISCELLANEOUS 57 57 APPENDL'( A APPENDL'( B General Information About the City of Temecula Rate and Method of Apportiorunent for Community Facilities District No. 111-2 (Harveston) Supplemental Report and Swnmary Appraisal Report Swnmary of Certain Provisions ofthe Fiscal Agent Agreement Form of Community Facilities District Continuing Disclosure Agreement Form of Opinion of Bond Counsel Book-Entry System Specimen Municipal Bond Insurance Policy Boundary Map A-I B-1 C-I D-I E-I G-I I-I H-I I-I APPENDL'( C APPENDL'( D APPENDL'( E APPENDL'( F APPENDL'( G APPENDL'( H APPENDL'( 1 -11- REGIONAL LOCATION MAP [Regional Map to be provided by Stone & Youngberg LLC] -111- AERIAL MAP [Aerial Map to be provided by Stone & Youngberg LLC'] -lV- OFFICIAL STATEMENT TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVESTON) $14,490,000' 2006 SPECIAL TAX REFUNDING BONDS, SERIES A AND $3,220,000' 2006 SPECIAL TAX REFUNDING BONDS, SUBORDINATE SERIES B INTRODUCTION This introduction is not a summary afthis Official Statement. It is onZv a brief description qf and guide to, and is qual(fied by, more complete and detailed iJ?formation contained in the entire OjJicial Statement, including the cover page and appendices hereto, and the documents summarized or descrihed herein. A Jldl review should he made afthe entire Official Statement. The ajfering afthe 200n Bonds to potential im1estors is made on1;v hy means afthe entire Official Statement. General This (JjTicial Statement, including the cover page and appendices hereto, is provided to furnish information regarding the issuance and sale by the Temecula Public Financing Authority (the "Authority"), on behalf of the Temecula Public Financing Authority ('ommunity Facilities District No 111-2 (Harveston) (the "District" or the "Community Facilities District") of $14,490,000' aggregate principal amount ofthe Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Series A (the "Series A Bonds"), and $3,220,000' aggregate principal amount ofthe 2006 Special Ta, Refunding Bonds, Subordinate Series B (the "Series B Bonds," collectively, the "2006 Bonds"). The 2006 Bonds are issued pursuant to the Act (as defined below) and the Fiscal Agent Agreement, dated as of September I, 2006 (the "Fiscal Agent Agreement"), by and between the Authority, for and on behalf ofthe District, and U S Bank National Association, as Fiscal Agent (the "FiscaIAgent"), and are payable from proceeds of Special Taxes (as defined herein) levied on property within the District according to the rate and method of apportionment of special tax approved by the l)ualified electors of the District and by the Authority, acting as the legislative body of the District. See "THE AUTRe JRlTY Authority for Issuance" herein. The Authority may issue additional bonds ("Parity Bonds") secured under the Fiscal Agent Agreement on a parity with the Series A Bonds for refunding purposes only See "SE('URlTY F( JR THE 211116 B( JNDS Additional Bonds for Refunding Purposes (Jnly " Capitalizeu terms useu in this ()ftlcial Statement anu not otherwise uefineu herein have the meanings given such terms in the Fiscal Agent Agreement, some of which are set forth in Appendix D hereto "Swnmary of Certain Provisions of the Fiscal Agent Agreement." The Authority The Authority was formed on April 1 0, 2001, pursuant to a Joint Exercise of Powers Agreement between the City of Temecula, California (the "City") and the Redevelopment Agency of the City of Temecula, in accordance with Articles 1 through 4 (commencing with Section 651 II I) of (,hapter 5, Division 7, Title 1 ofthe Government Code ofthe State of California. See "THE AUTHORlTY" and "THE COMMUNlTY F AC1L1TlES D1STRWT Location and Description ofthe District" The Community Facilities District The District was formed and established by the Board of Directors ofthe Authority on March 26, 21 II 12, pursuantto the Mello-Roos('ommunity Facilities Act of! 9R2, as amended (Section53311 et sel). ofthe ('alifornia Government Coue, anu referreu to herein as the "AcC), following a public hearing anu a lanuowner election at which the qualified electors of the District, by more than a two-thirds vote, authorized the District to incur bonded indebtedness in the aggregate not-to-exceed amount of $25,1 II II 1,1 II III, and approved the levy of special taxes (the "Special Taxes") on certain real property located in the District. Once duly established, a communities facilities district is a legally constituted governmental entity established for the purpose of financing specific facilities and services within defined boundaries. Subject to approval by a two-thirds vote of the qualified voters within a communities facilities district and compliance with *Preliminary, subject to change. 1 the provisions of the Act, a communities facilities uistrict may issue bonus anu may levy anu collect special taxes to repay such bonueu inuebteuness anu interest thereon. Subsequent thereto, the Temecula Public Financing Authority ('ommunity Facilities District No. 113-6 (Harveston11) ("Community Facilities District No 03-6 (Harveston 11)"). Community Facilities District No 03-6 was formed and established by the Board of Directors ofthe Authority on November 25, 2003, pursuant to the Mello-Roos Community Facilities Act of1982, as amended (Section 53311 et seq. ofthe California Government Code, and referred to herein as the "Act"), following a public hearing and a landowner election at which the then qualified electors of the District, by more than a two-thirds vote, authorized the District to incur bonded indebtedness in the aggregate not-to-exceed amount of $5,500,000, and approved the levy of a special tax by on certain real property located in the District for the payment of debt service and administrative expenses of the District. Community Facilities District No ()3-6 is coterminous with part of Community Facilities District ()1-2 and issued bonds in the amount of $4,845,000 on September 9,2004 These special taxes are not available to pay uebt service on the Series A Bonu or Series B Bonus but are parity lien levels with ad valorem taxes. The District is compriseu of approximately 51 () gross acres oflanu locateu in the northwest portion of the (,ity, in the southwesterly portion of the ('ounty of Riverside (the "('ounty"). The District is located to the northeast of the 1-15 Freeway, northwest of Winchester Road, and westerly from Margarita Road. The District is part of a master-planned community that includes a large residential area surrounding the 17 acre lake and park in the center of the community The master-planneu community is planneu for a total of approximately 2,()361 residential units, including approximately 1,6211 single-family dwelling units, a 300 unit apartment complex and an approximately 115 unit retirement residence. In addition, there is expected to be a 2.45 acre retail center in the center ofthe community There is a private Lake House/Village Club, a park surrounding the lake connected to a paseo to the 20 acre community park, a child care center, a community facility and an elementary school. The master-planned community is planned to be developed in four phases, which are referred to as Phase 1, Phase 2, Phase 2B and Phase 3 and comprise the central portion ofthe community The single-family detached residential portion of Phase 1 is complete with 445 homes built and occupied. A 31 II I-unit apartment site is substantially completed and occupancies have commenced, and the retirementresidence is expected to be under construction in the near future. In addition, Phase 1 includes the completed lake and Lake Park, the Welcome ('enter!C'ommercial Site, the completed Lake House/Village (,lub, the child care center and the Y sabel Barnett Elementary School. Phase 2 is expected to include 5 different tracts or neighborhoods of homes, containing a total of 596 homes anu two of these tracts or prouuct types are a carryover from Phase 1 All 5 are unuer construction. Phase 2 also incluues the 2() acre community park which is now complete anu incluues a lighteu soccer fielu anu two lighted baseball fields. Phase 2B will include two different tracts containing a total of 198 detached homes, though only 191 of the lots are included within the boundaries of the District and included in the Appraisal. The models are now complete and construction of the production homes is underway Phase 3 will include 4 dilTerent tracts containing a total of 382 homes, including 64 attached homes and 318 detached homes. The land is currently in blue-top condition and construction began in the middle ofthe year There is also an approximately III 75 acre commercial site at the southerly end of the community and extending southerly to the 1-15 Freeway Rough grading ofthis site is almost complete though the specific development and timing of construction has not yet been uetermineu. As of May 11, 2()( )6, there were ten maj or lanuowners within the District, 5 of which are merchant builuers who have projects unuerway Baseu on ownership information as of the May g, 2()( )6, uate of value of the Supplemental Report dated May 8, 21 II 16 to the Summary Appraisal Report dated February 3, 21 II 16, approximately [ '6] ofthe estimated Special Taxes in Fiscal Year 2111 16-117 were payable by individual homeowners. Purpose ofthe 2006 Bonds The 2006Bonds are being issued, together with certain funds on hand, (i) to refund on September 1, 2006, the $17,300,000 aggregate outstanding principal amount of the District's Special Tax Bonds, 2002 Series A (the "Prior Bonds"), (ii) to pay the costs of issuing the 2006 Bonds, (iii) to establish a Senior Subaccount within the Reserve Funu anu acquire a reserve surety for the Series A Bonus anu (iv) to establish a Suboruinate Subaccount within the Reserve Fund for the Series B Bonds. See "PLAN OF FINANCE" herein. Estimated total of 2,1136 includes 7 lots in Phase 2B which are not within the boundaries of the District. 2 Sources of Payment for the 2006 Bonds The Series ABonds are secured by and payable from a first pledge (which pledge shall be effected in the manner and to the extent provided in the Fiscal Agent Agreement) of all of the Special Tax Revenues and all moneys deposited in the Bond Fund (including the Special Tax Prepayments Accounttherein) and, until disbursed as provided in the Fiscal Agent Agreement, in the Special Tax Fund, subject in any event to the priority for the disposition of amounts in the Bond Fund for the payment of debt service due on the Series A Bonds and to replenish the Senior Subaccount oftheReserve Fund to the amountofthe Senior Subaccount Reserve Requirement prior to the use of amounts therein for the payment ofJebt service uue on the Series B Bonus anu to make ueposits tothe Subordinate Subaccount oftheReserve Fund. The Bonds, other than the SeriesB Bonds, are further secured by a first pledge of all ofthe moneys deposited in the Senior Subaccount of the Reserve Fund, and the Series B Bonds are further secured by a first pledge of all of the moneys deposited in the Subordinate Subaccount of the Reserve Fund. "Special Tax Revenues," is defined in the Fiscal Agent Agreement as the proceeds ofthe Special Taxesreceived by the Authority, including any scheduled payments and any prepayments thereof interest thereon anu proceeus of the reuemption or sale of property sold as a result offoreclosure ofthe lien ofthe Special Taxes to the amount ofsaiJ lien anu interest thereon. "Special Tax Revenues" uo not incluue any penalties collecteu in connection with uelinyuent Special Taxeswhich may be forgiven or Jisposeu of by the Authority in its discretion, and if collected, will be used in a manner consistent with the Act "Special Taxes" are defined in the Fiscal Agent Agreement as the special taxes levied within the District pursuant to the Act, the ordinance adopted by the legislative body ofthe District providing for the levy ofthe Special Taxes and the Fiscal Agent Agreement The Special Taxes are levied in accordance with the Rate and Method of Apportionment of Special Tax (the "Rate and Method") recorded as a lien on the Property pursuant to the Notice of Special Tax Lien. Special taxes of Community Facilities District No 03-6 cannot be used to pay debt service on the 2006 Bonds. Pursuantto the Act, the Rate and Method, the Resolution of Formation (as defined herein) and the Fiscal Agent Agreement, so long as any 2006 Bonds are outstanding, the Authority will annually levy the Special Tax against the land within the District not exempt from Special Taxes under the Act and the Rate and Method ("Taxable Property") in accordance with the proceedings for the authorization and issuanceofthe 21 (( 16 Bonds and with the Rate and Method, to make provision for the collection of the Special Tax in amounts which will be suHicient to (a)(i) pay debt service due on all 21((16 Bonds for the calendar year that commences in such Fiscal Year; (ii)pay AdrninistrativeExpenses; and (iii) pay any amountsreljuired to replenish the Senior Subaccount and Subordinate Subaccount ofthe Reserve Fund for any Outstanding Bonds; less (b) a credit for funds available to reduce the annual Special Tax levy under the Fiscal Agent Agreement See "SECURITY FOR THE 21 (( 16 BONDS - Special Taxes and the Teeter Plan" herein. The Rate and Method exempts from the Special Tax up to 16.5 acres of Property Owner Association Property and up to 93.3 acres of Public Property located within the District See "SECURITY FOR THE 2006 BONDS Rate and Method" and "BONDOWNERS' RISKS Exempt Properties." The Authority has also covenanted in the Fiscal Agent Agreement to cause foreclosure proceedings to be commenced and prosecuted against certain parcels with delinquent installments of the Special Tax. For a more detailed description of the foreclosure covenant, see "SECURITY FOR THE 2006 BONDS - Proceeds of Foreclosure Sales." NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF, THE DISTRICT (EXCEPT TO THE LIMITED EXTENT DESCRIBED HEREIN) OR THE ST ATE ORANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE 2006 BONDS. OTHER THAN THE SPECIAL TAXESOF THE DISTRICT,NOTAXES ARE PLEDGED TO THE PAYMENT OF THE 2006 BONDS. THE 2006 BONDS ARE NOT A GENERAL OBLIGATION OF THE AUTHORITY, BUT ARE LIMITED OBLIGATIONS OF THE AUTHORITY FOR THE DISTRICT PAYABLE SOLELY FROM THE SOURCES PLEDGED UNDER THE FISCAL AGENT AGREEMENT. Bond Insurance for Series A Bonds Payment ofthe principal and interest when due on the Series A Bonds will be insured by a municipal bond insurance policy to be issued simultaneously with the delivery ofthe Series A Bonds by [Insurer] ("[INSURER]"). See 'BOND INSURANCE FOR SERIES A BONDS," "CONCLUDING lNFORMA nON - Ratings on Insured Bonds" and APPENDL'( H - SPECIMEN MUNICIPAL BOND INSURANCE POLlCY" herein. The Series B Bonus will not be insureu anu are not rateu. 3 Appraisal An appraisal prepared by an MAl appraiser of the land and existing improvements for the development within the District, dated February 3, 21)( 16, as supplemented by a Supplemental Report dated May 11, 21)( 16 (collectively, the "Appraisal"), has been prepared by Stephen G White, MAl of Fullerton, California (the "Appraiser") in connection with issuance ofthe 2006 Bonds. The purpose ofthe Appraisal was to estimate the aggregate minimum market value of the "as is" condition of all of the taxable property, as segregated by property type, separate tracts of homes and/or ownership 11 is noted that valuation of the completed-sold homes for the built-out tracts is baseu on the most recent sale price for each home (original builder sale or more recent sale), or the assessed value where a sales price was not available. The Appraisal also reflects the proposed public bond financing, with the tax rates to the homeowners of up to approximately 1.90./0., including special taxes. The Appraisal is based on certain assumptions and limiting conditions. Subject to these assumptions and limiting conditions, the Appraiser estimated that the fee simple minimum market value of the Taxable Property within the District (subject to the lien ofthe Special Taxes), as of May R, 21)(16, was as follows Built Out Tracts - Phase 1 Owner Occupied Owner Occupied Owner Occupied Owner Occupied Owner Occupied Sublola! TT;Jc:tS 1 Tnnp.T ('()nstl11c:ti()n - Pn;Jsp.? ;-tnn ?R Greystone Homes!!! William Lyon Homes, Inc. Lennar Homes Greystone Homes Substantially Owner Occupied (1 completed home owned by PLC Harveston LLC Christopher Homes) Acacia Credit Flmd 9-A LLC Meritage Homes of California, Inc. Acacia Credit Flmd 9-A LLC Meritage Homes of California, Inc.12) Sublola! Other Propertiesi") - Phase 1 and 3 MW Housing Partners III L.P The Morgan Group Temecula Retirement Residence Harveston LLC Winchester Hills L LLC Sublola! Tola! Tract Name/Proposed Tract Use No of Home Sites/Units No. of Compleled-Sold Homes as of May 8. 2006 Minimum Market Value Sherbourne Wellsley Court Easton Place Lake Front Cottages Chaiham 70 70 88 139 ..n. 445 $32,330,000 34,040,000 36,1 70,000 58,430,000 44040000 $205,010,000 70 70 88 139 ..n. 445 A<;hville 113 43 Sava:nnah 162 0 Auburn Lane 119 109 Sausalito 109 109 Walden 93 92 Charleston 106 0 Aberdeen ..22 ---1. 787 356 No.ofDU or Acs. Residential Land 382 DU Cape May Apartments 300 DU Retirement Residence Site 2.29 ac. Commercial Site! 2.45 ac. Welcome Center Phase 3 - Commercial 111.75 "c. Acreage Site $24,880,000 18,540,000 45,930,000 47,750,000 46,270,000 19,910,000 1795000Q. $221,230,000 $63,350,000 29,700,000 930,000 2,000,000 20000000 $121,980,000 $548,220,000 4 ,f, 53 lots are subject to an option agreement between Greystone Homes amI LEN-1nlaml, LLC [Update takedown information] The 85 home sites excludes 7 home sites which are not within the boundaries of the District. \21 The fee simple minimum market value includes the value of completed-sold homes, completed-unsold homes, homes under construction, vacant residential lots and acreage of the vacant retirement residence site, the commercial site with the welcome center amI the vacant commercial acreage. The minimum market values reported in the Appraisal result in an estimated overall value-to-lien ratio of approximately 24.33 1*, calculated with respect to the 2006 Bonds and including $4.825.636 of the $4.845.000 special tax bonds issued by Community Facilities District No. 03-6 (Harvestonl1!. The value-to-lien ratios of individual parcels will differ from the foregoing aggregate value-to-lien ratio See" - Estimated Value-to-Lien Ratios and Estimated Special Tax Allocation by Property Ownership," Table 6 and" - Value-to-Lien Analysis" in the "THE COMMUNlTY FACILlTlES DlSTR1CT" section. See "BONDOWNERS' RISKS - Appraised Values," "BONDOWNERS' RISKS - Burden of Parity Liens, Taxes and Other Special Assessments on the Taxable Property" herein and APPENDL'( C "Supplemental Report and Swnmary Appraisal Report" appended hereto for further information on the Appraisal and for limiting conditions relating to the Appraisal. Tax Exemption Assuming compliance with applicable reyuirements ofthe Internal Revenue Coue of 19R6, in the opinion ofBonu Counsel, interest on the 2()()6 Bonus will not be incluuable in the gross incomes ofthe Bonuowners for federal income tax purposes although it may be includable in the calculation for certain taxes. Also in the opinion of Bond Counsel, interest on the 211116 Bonds will be exempt from State personal income taxes. See "LEGAL MATTERS - Tax Exemption" herein. Risk Factors Associated with Purchasing the 2006 Bonds Investment in the 2006 Bonds involves risks that may not be appropriate for some investors. See the sectionofthis Official Statement entitled "BONDOWNERS' RISKS" for a discussion of certainrisk factors which should be considered, in addition to the other matters set forth herein, in considering the investment quality of the 211116 Bonds. Forward Looking Statements Certain statements incluueu or incorporateu by reference in this Official Statement constitute "forwaru-Iooking statements" within the meaning of the Uniteu States Private Securities Litigation Reform Act of1995, Section 21E ofthe United States Securities Exchange Act of1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology useu such as a "plan," "expect," "estimate," "project," "buuget" or similar worus. Such forwaru-Iooking statements include, but are not limited to certain statements contained in the information under the caption "THE COMMUNlTY F ACILlTlES DlSTR1CT" herein. THE ACHlEVEMENT OF CERTAIN RESUL TS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKlNG STATEMENTS lNVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAlNTlES AND OTHER FACTORS WHICH MA YC AUSE ACTUAL RESUL TS, PERFORMANCE ORACHlEVEMENTS DESCRIBED TO BE MA TERlALL Y DIFFERENT FROM ANY FUTURE RESUL TS, PERFORMANCE OR ACHlEVEMENTS EXPRESSED OR IMPLlED BY SUCH FORWARD-LOOKlNG STATEMENTS NEITHER THE AUTHORlTYNOR THE DlSTR1CTPLANS TO ISSUE ANY UPDATES OR REV1SlClNS T(l THEF(lRWARD-LCl(lKlNG STATEMENTS SETF(lRTH1NTHlS (lFF1C1AL STATEMENT Professionals Involved in the Offering US Bank, National Association, Los Angeles, California, will serve as the fiscal agent, paying agent, registrar, authentication, transfer agent, anu uissemination agent for the 2()()6 Bonus anu will perform the functions required of it under the Fiscal Agent Agreement for the payment of the principal of and interest and any premium on the 2006 Bonds and all activities related to the redemption ofthe 2006 Bonds. Quint & Thimmig LLP, San Francisco, California is serving as Bonu Counsel to the Authority Richarus, Watson & Gershon, A Professional Corporation, is serving as special counsel to the Authority McFarlin & Anderson LLP, Lake Forest, California, is acting as Disclosure Counsel to the District. Stone & Youngberg LLC is acting as Underwriter and as *Preliminary, subject to change. 5 Remarketing Agent in connection with the issuance anu ueliveryof the 2()()6 Bonus. Bonu Counsel anu Disclosure Counsel have serveu as counsel to the Unuerwriter in other transactions. Psomas, Riversiue, California, acteu as special tax consultant to the District. Fieluman, Rolapp anu Associates, Irvine, California, acted as Financial Advisor to the Authority The appraisal work was done by Stephen G White, MAl of Fullerton, California. Payment qf the fees and expenses of Bond Counsel, Disclosure Counsel, the Fiscal Agent and the Underwriter, and ofa portion of the fees and expenses of the Financial Advisor and the Special Ta.:'( Consultant, is contingent upon the sale and delivery of the 2006 Bonds. Other Information This ()fficial Statement speaks only as of its uate, anu the information containeu herein is subject to change. Brief uescriptions of the 2()()6 Bonus, certain sections of the Fiscal Agent Agreement, security for the 21)(16 Bonds, special risk factors, the Authority, the District, Harveston, LLC, LEN-Inland, LLC, the Merchant Builders, other landowners, information regarding the development plan for the property within the District and other information are included in this Official Statement. Such descriptions and information do not purport to be comprehensive or uefinitive. The uescriptions herein of the 2()()6 Bonus, the Fiscal Agent Agreement, anu other resolutions anu uocuments are qualifieu in their entirety by reference to the complete texts ofthe 2()()6 Bonus, the FiscalAgentAgreement, such resolutions and other docwnents. All such descriptions are further qualified in their entirety by reference to laws and to principles of equity relating to or affecting generally the enforcement of creditors' rights. Copies of such documents may be obtained upon written request from the Temecula Public Financing Authority, 43200 Business Park Drive, Temecula, California 92590 The Authority may charge for copying and mailing any documents requested. CONTINUING DISCLOSURE TheAuthority. The Authority has covenanted for the benefit ofthe owners ofthe 21)( 16 Bonds to provide annually certain financial information anu operating uata relating to the 2()()6 Bonus, the District, ownership anu development of the property in the District which is subject to the Special Tax, the occurrence of delinquencies in payment of the Special Tax, anu the status of foreclosure proceeuings, if any, respecting Special Tax delinquencies (the "Authority Annual Report"), and to provide notice of the occurrence of certain enwnerated events, if material. Such information is to be provided by the Authority not later than eight months aner the end ofthe Authority's Fiscal Year (which currently would be March I), commencing with the report due for the 21)( 16- 07 Fiscal Year The Authority, the City and related entities have never failed to comply in all material respects with any previous unuertakings with regaru to saiu Rule to proviue annual reports or notices of material events. Filing o.fDistrict Annuol Reports; Form o.fReports. Each Authority Annual Report will be filed by the Fiscal Agent, as dissemination agent, with each Nationally Recognized Municipal Securities Information Repository and with each State Repository, if any These covenants have been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)( 5); provided. however, a default under the Authority Continuing Disclosure Agreement will not, in itself, constitute a default under the Fiscal Agent Agreement, and the sole remedy under the Authority Continuing Disclosure Agreement in the event of any failure ofthe Authority or the Dissemination Agent, as applicable, to comply with the Authority Continuing Disclosure Agreement will be an action to compel performance. For a complete listing of items of information which will be provided in the Authority Annual Reports, see APPENDL'( E "Form of Community Facilities District Continuing Disclosure Agreement." PLAN OF FINANCE Paymentof200fiBonds. The proceeds ofthe 21)( 16 Bonds in the amount of$ , together with other available moneys, will be applied on September 1,2006, to refund $1 7,310,000 ofthe District's Prior Bonds. Amounts in the Refunding Fund will be held in cash, and which, together with other available cash to be held are sufficient to pay the principal of and interest on the Prior Bonds to on September I, 2006 The moneys and securities held in the Refunding Fund are pledged to the payment of Prior Bonds. The moneys deposited with the Fiscal Agent nor the interest thereon will be pledged to the payment ofthe 21)( 16 Bonds. 6 The balance ofthe proceeus ofthe 21)(16 Bonus will be useu(i)to pay the costs of issuing the 21)(16 Bonus anu (ii) to establish a Senior Subaccount within the Reserve Funu amI acquire a reserve surety for the Series A Bonds and to establish a Subordinate Subaccount within the Reserve Fund for the Series B Bonds. The Authority has entered into a Joint Community Facilities Agreement between the Authority and the City whereby the City agrees to accept dedication of certain of the Improvements. The Authority has been advised that the Improvements are substantially complete. See "THE COMMUNITY FACILITIES DISTRICT - Acquisition of Improvements" regarding the Improvements which are to be acquired by the Authority from Harveston, LLC pursuant to the Acquisition Agreement between the Authority anu Harveston, LLC ESTIMATED SOURCES AND USES OF FUNDS The proceeus from the sale ofthe 21)( 16 Bonus will be uepositeu into the respective accounts anu funus establisheu by the Authority unuer the Fiscal Agent Agreement, as follows Series A Bonus Series B Bonus Total Sources: Principal Amount of 21)( 16 Bonus Prior Bonu Funus Less. Underwriter's Discount $ $ $ '. Total Sources $ $ $ Uses: Deposit into Senior Subaccount within the Reserve Fundi]' Deposit into Subordinate Subaccount within the Reserve Fund(Z) Deposit into Refunding Fund $ $ $ Deposit into Cost of Issuance Funu \31 Total Uses $ $ $ (11 See "PLAN OF FINANCE" above. _0/0 of the Reserve Requirernentwill be provided through the Series A Reserve Surety Equal to the Series B Reserve Requirement as of the date of issuance of the Series B Bonds. Includes, among other things, the fees and expenses of Bond COlillseL Disclosure COlillseL the financial advisor, the Special Ta.'\: Consultant, the Appraiser, and the Fiscal Agent, and the cost of printing the Preliminary and final Official Statements. 12) '" THE 2006 BONDS Description of the 2006 Bonds The 2006 Bonds will be dated their date of delivery and will bear interest at the rates per annum set forth on the inside cover page hereof, payable semi-annually on each March 1 and September 1, commencing on March 1,2007 (each, an "Interest Payment Date"), and will mature in the amounts and on the dates set forth on the inside cover page hereof. The 2006 Bonds will be issued in fully-registered form in denominations of $5,000 each or any integral multiple thereof and when delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York. DTC will act as securities depository for the 2006 Bonds. Ownership interests in the 2006 Bonds may be purchased in book-entry form only, in denominations of $5,000 or any integral multiple thereof within a single maturity. So long as the 2006 Bonds are held in book-entry form, principal of, premium, if any, and interest on the 2006 Bonds will be paid directly to DTC for distribution to the beneficial owners of the 2006 Bonds in accordance with the procedures adopted by DTC. See "THE 2006 BONDS - Book-Entry and DTC." 7 The 2006 Bonds will bear interest at the rates set forth on the inside cover hereof payable on the Interest Payment Dates in each year. mterest will be calculated on the basis of a 360-day year composed of twelve 30-day months. Each 2006 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 mterest Payment Date and after the close of business on the Record Date (as defined below) 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 mterest Payment Date, in which event it shall bear interest from the date of issuance of the 2006 Bonds; provided. however, that if at the time of authentication of a 2006 Bond, interest is in default thereon, such 2006 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. So long as the 2006 Bonds are in book-entry form, the principal of, and interest and premium, if any, payable on the 2006 Bonds shall be payable when due, by wire transfer ofthe Fiscal Agent to DTC, which will in turn remit such principal, interest and premium, if any, to its Participants (as described in APPENDLX G "Book-Entry System"), which Participants will in turn remit such principal, interest and premium, if any, to the Beneficial Owners (as described in APPENDLX G - "Book-Entry System") of the 2006 Bonds as described below under APPENDIX G - "Book-Entry System." In the event that the 2006 Bonds are not registered in the name of Cede & Co., as nominee ofDTC or another eligible depository as described below, both the principal and any premium on the 2006 Bonds shall be payable by checkin lawful money of the United States of America upon surrender of the 2006 Bonds at the principal office of the Fiscal Agent as specified in the Fiscal Agent Agreement; and interest on the 2006 Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on the Interest Payment Dates by first class mail to the registered owner thereof at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer to an account within the United States of America made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 or more in aggregate principal amount of 2006 Bonds received before the applicable Record Date, which instructions shall continue in effect until revoked in writing, or until such 2006 Bonds are transferred to a new Bondowner. The registered owner of any 2006 Bond will be the person or persons in whose name or names a 2006 Bond is registered on the registration books kept for that purpose by the Fiscal Agent in accordance with the terms of the Fiscal Agent Agreement. The "Record Date" with respect to any 2006 Bonds, means the fifteenth day of the month next preceding the month of the applicable Interest Payment Date, whether or not such day is a Business Day. So long asthe 2006 Bonds are in book-entry-only form, all references in this Official Statement to the owners or holders of the 2006 Bonds means DTC and not the Beneficial Owners. Terms of Redemption The 2006 Bonds are subject to redemption upon the circumstances, on the dates and at the prices set forth as follows: Optional Redemption of Series A Bonds. The Series A Bonds are subject to optional redemption prior to their stated maturity on any Interest Payment Date, as a whole, or in part among maturities of the Series A Bonds so as to maintain substantially level debt service on the Series A Bonds and by lot within a maturity, at a redemption price (expressed as a percentage of the principal amount of the Series A Bonds to be redeemed), as set forth below, together with accrued interest thereon to the date fixed for redemption: * Preliminary, subject to change. 8 Redemption Date September 1, 200 September 1, 200 September 1, 20 Date thereafter and March L 20 and March L 20 and any Interest Payment Redemption Price 102% 101 100 Optional Redemption of Series B Bonds'. The Series B Bonds are subject to optional redemption prior to their stated maturity on any Interest Payment Date, as a whole, or in part among maturities of the Series B Bond so as to maintain substantially level debt service on the Series B Bonds and by lot within a maturity, at a redemption price (expressed as a percentage ofthe principal amount of the Series B Bonds to be redeemed), as set forth below, together with accrued interest thereon to the date fixed for redemption: Redemption Date Any mterest Payment Date from and including March 1, 2007 to and including March L September 1, 200 and March L 20 September 1, 20 and March L 20 September 1, 20_ and any Interest Payment Date thereafter Redemption Price 103% 102 101 100 Afandatory Sinking Payment Redemption of Series A Bonds. The Series A Bonds maturing on September 1, 20 , are subjectto mandatory sinking payment redemption in part on September 1, 20 , and oneach September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (September 1) 20 20 20 20 20_ (maturity) Sinking Payments $ The Series A Bonds maturing on September 1, 2036, are subject to mandatory sinking payment redemption in part on September 1, 20_, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (September 1) 20 20 20 2036 (maturity) Sinking Payments $ The amounts in the foregoing tables shall be reduced to the extent practicable so as to maintain level debt service on the Series A Bonds as a result of any prior partial redemption of the Series ABonds pursuant 9 to an optional redemption or mandatory redemption from prepaid Special Taxes as specified in writing by the Treasurer to the Fiscal Agent. Afandatory Sinking Payment Redemption of Series B Bonds. The Series B Bonds maturing on September 1, 20 , are subjectto mandatory sinking payment redemption in part on September 1, 20 , and oneach September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fLxed for redemption, without premium, from sinking payments as follows: Redemption Date (September 1) 20 20 20 20 20_ (maturity) Sinking Payments $ The Series B Bonds maturing on September 1, 2036, are subject to mandatory sinking payment redemption in part on September 1, 20_, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereofto be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (September 1) 20 20 20 2036 (maturity) Sinking Payments $ The amounts in the foregoing tables shall be reduced to the extent practicable so as to maintain level debt service on the Series B Bonds as a result of any prior partial redemption of the Series B Bonds pursuant to an optional redemption or mandatory redemption from prepaid Special Taxes as specified in writing by the Finance Director to the Fiscal Agent. Redemption from Special Tax Prepayments. Special Tax Prepayments and any corresponding transfers from the applicable Senior Subaccount or Subordinate Subaccount within the Reserve Fund shall be used to redeem the 2006 Bonds on the next Interest Payment Date for which notice of redemption can timely be given, by lot within a maturity and allocated proportionately among the Series A Bonds and the Series B Bonds based upon the then outstanding principal of each such series, and allocated amongmaturities within a series ofthe 2006 Bonds so as to maintain, as much as practicable, substantially level debt service on the Bonds, in each case at a redemption price (expressed as a percentage at the principal amount of the 2006 Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption:] Redemption Date Redemption Price Any mterest Payment Date from and including 103 % March 1, 2007 to and including March 1, 20_ September 1, 200 and March L 20 102 September 1,20 and March L 20 101 September 1, 20 and any mterest Payment 100 Date thereafter 10 Purchase In Lieu of Redemption. In lieu of any redemption, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of (lutstanding 2006 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 2006 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 2006 Bonds were to be redeemed in accordance with the Fiscal Agent Agreement. Notice of Redemption. The Fiscal Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption, to the Underwriter, to the Securities Depositories, to one or more Information Services, and to the respective registered Bondowners of any 2006 Bonds designated for redemption, at their addresses appearing on the Bond registration books in the principal office ofthe Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such 2006 Bonds. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding 2006 Bonds are to be called for redemption, shall designate the CUSIP@ numbers and Bond numbers of the 2006 Bonds to be redeemed by giving the individual CUSIP" number and Bond number of each 2006 Bond to be redeemed or shall state that all 2006 Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the 2006 Bonds of one or more maturities have been called for redemption, shall state as to any 2006 Bond called in part the principal amount thereof to be redeemed, and shall require that such 2006 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 2006 Bonds will not accrue from and after the redemption date. Partial Redemption. Whenever provision is made in the Fiscal Agent Agreement for the redemption ofless than all of the 2006 Bonds or any given portion thereof, the Fiscal Agent shall selectthe 2006 Bonds to be redeemed, from all 2006 Bonds or such given portion thereof not previously called for redemption, among maturities as directed in writing by the Authority Treasurer (who shall specify 2006 Bonds to be redeemed so as to maintain, as much as practicable, the same debt service profile for the 2006 Bonds as in effect prior to such redemption, unless otherwise specified herein), and by lot within a maturity in any manner which the Fiscal Agent deems appropriate. Upon surrender of 2006 Bonds redeemed in part only, the Authority shall execute and the Fiscal Agent shall authenticate and deliver to the registered Bondowner, at the expense of the Authority, a new 2006 Bond or 2006 Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2006 Bond or 2006 Bonds. 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 2006 Bonds so called for redemption shall have been deposited in the Bond Fund, such 2006 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 specified in such notice. Transfer and Exchange of 2006 Bonds Any 2006 Bond may, in accordance with the terms of the Fiscal Agent Agreement, be transferred upon the books of the Fiscal Agentrequired to be kept pursuant to the Fiscal Agent Agreement by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such 2006 Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the Fiscal Agent duly executed. 2006 Bonds may be exchanged at the principal office of the Fiscal Agent for alike aggregate principal amount of 2006 Bonds of authorized denominations and of the same series and maturity. The Fiscal Agent shall collect from the Bondowner requesting a transfer or exchange any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange shall be required to be made of any 2006 Bonds (i) fifteen days prior to the date established by the Fiscal Agent for selection of2006 Bonds for redemption, (ii) with respect to a Bond after such Bond has been selectedfor redemption, or (iii) between a Record Date and the succeeding mterest 11 Payment Date. Book-Entry and DTC The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the 2006 Bonds. The 2006 Bonds 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 2006 Bond certificate will be issued for each maturity of the 2006 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. Ail references in this ()fficial Statement to the Bondowners or an owner of 2006 Bonds shall mean DTC or its designee and not the beneficial owners of the 2006 Bonds. See APPENDIX G "Book-Entry System." 12 Debt Service Schedule , The following table represents the annual debt service for the 2006 Bonds (including mandatory sinking fund redemptions on their respective September 1 redemption dates), assuming that there are no optional redemptions or mandatory redemptions from prepayments of Special Taxes. Aggregate Series A Subordinate Series B Debt Service Series A Series B Period Bonds Bonds Total 21 II 16 Bond Ending Principal Interest Debt Service Principal Interest Debt Service Debt Service 9/1/211117 $1911,111111 $733,1134 79 $923,1134 79 $35,111111 $IRII,44RI3 $215,44R 13 $1,I3R,4R292 9/1/21 II IR 255,()()() 669,712511 924,712511 511,111111 165,IR51111 215,IR51111 1,139,R97511 9/1/211119 265,111111 6611,277.511 925,277511 55,111111 163,1611 1111 21R,1611 1111 1,143,437511 9/1/211]11 275,111111 6511,3411 1111 925,3411 1111 55,111111 1611,R22.511 215,R22511 1,141,162511 9/1/21111 2R5,11I1I1 639,R911 1111 924,R911 1111 611,111111 15R,4112.511 21R,4112.511 1,143,292511 9/1/21112 295,111111 62R,917.511 923,917.511 611,111111 155,7112.511 215,7112.511 1,139,6211 1111 9/1/21113 3]11,111111 617,353511 927,353511 65,111111 152,942511 217,942511 1,145,296.1111 9/1/21114 3211,111111 61 14,R91.51 1 924,R91.511 65,111111 149,RR7.511 214,RR7.511 1,139,7791111 9/1/21115 335,111111 591,7117.511 926,7117.511 711,111111 146,767511 216,767511 1,143,4751111 9/1/21116 345,111111 577, 73R.I II 1 922, 73R.I II 1 75,111111 143,337511 21R,337511 1,141,1175.511 9/1/21117 3611,111111 563,1]11 1111 923,1]11 1111 RII,I II II 1 139,5R7511 219,5R7511 1,142,697511 9/1/2111R 3RII,11I1I1 547,6311 1111 927,6311 1111 RII,I II II 1 135,547511 215,547511 1,143,177.511 9/1/21119 395,111111 5311,9]11 1111 925,9]11 1111 R5,11I1I1 131,467511 216,467511 1,142,377.511 9/1/211211 4]11,111111 513,1351111 923,135 1111 911,111111 127,11911 1111 217,11911 1111 1,1411,225 1111 9/1/21121 4311,111111 494,4RII 1111 924,4RII 1111 95,111111 122,4]11 1111 217,4]11 1111 1,141,R911 1111 9/1/21122 4511,111111 474,711111111 924,711111111 11111,111111 117,422511 217,422511 1,142,122511 9/1/21123 4711,111111 452,R75 1111 922,R75 1111 ]115,111111 112,122511 217,122511 1,139,997511 9/1/21124 495,111111 4311,IIRII 1111 925,IIRII 1111 1]11,111111 ]116,557.511 216,557511 1,141,637511 9/1/21125 52(),()()() 4116,1172.511 926,1172.511 115,111111 11111,727.511 215,727511 1,1 41,RI II 1 1111 9/1/21126 545,111111 3RII,R52.511 925,R52511 125,111111 94,632511 219,632511 1,145,4R51111 9/1/2027 570,000 354,42000 924,42000 130,000 88,007.50 218,007.50 1,142,42750 9/1/2112R 61111,111111 326,2115 1111 926,2115 1111 135,111111 R1,1I52.511 216,1152.511 1,142,257511 9/1/21129 6311,111111 296,5115 1111 926,5115 1111 145,111111 73,R311 1111 21R,R311 1111 1,145,3351111 9/1/211311 6611,111111 265,3211 1111 925,3211 1111 1511,111111 66,1172.511 216,1172.511 1,141,392511 9/1/21131 6911,111111 232,6511 1111 922,6511 1111 1611,111111 5R,1 147.51 1 21R,1I47.511 1,1411,697.511 9/1/21132 725,111111 19R,495 1111 923,495 1111 165,111111 49,4R7.511 214,4R7511 1,137,9R2511 9/1/2033 765,000 162,607.50 927,607.50 175,000 40,66000 215,66000 1,143,26750 9/1/2034 8nn nnn 124,74000 924,74000 185,000 31,29750 216,29750 1,141,037.50 9/1/21135 R411,1 II II 1 R5,1411 1111 925,1411 1111 195,111111 21,411111111 216,411111111 1,141,5411 1111 9/1/21136 RRII,IIIIII 43,5611 1111 923,5611 1111 2()5,()()() ]11,967.511 215,967511 1,139,527511 *Preliminary, subject to cliange. 13 Coverage of Annual Debt Service Annual debt service on the 2006 Bonds has been based on the maximum Special Tax which may be levied on property categorized as Residential Developed Property as of April 1, 2006. Assuming development remains constant at the April 1, 2006, level, the Taxable Undeveloped Property provides additional coverage of debt service on the 2006 Bonds. See "SECURITY F< lR THE 2006 B( lNDS - Rate and Method." See also Table 4 under the caption "THE C( lMMUNITY FACILITIES DISTRICT - Special Tax Collections" for a description of the projected Special Tax levies if all residential property is constructed. Year 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 Est. Residential Developed Property Special Taxes(l) $1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 1,060,625 Priority Admin. EXDenses $40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 Table 1 Temecula Public Financing Authority Community Facilities District No. 01-2 (Barveston) Series A Bonds Debt Service Coverage(l) Net Residential Developed Property Soecial Taxes $1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 1,020,625 Maximum Undeveloped Property Special Taxesl1) $1,104,367 1,104,368 1,1 04,369 1,104,370 1,104,371 1,104,372 1,1 04,3 73 1,104,374 1,104,375 1,1 04,3 76 1,1 04,3 77 1,104,378 1,1 04,3 79 1,104,380 1,104,381 1,1 04,382 1,104,383 1,104,384 1,1 04,385 1,1 04,386 1,104,387 1,104,388 1,104,389 1,104,390 1,104,391 1,104,392 1,104,393 1,1 04,394 1,1 04,395 1,104,396 Total Net Special Taxes $2,124,993 2,124,994 2,124,995 2,124,996 2,124,997 2,124,998 2,124,999 2,125,000 2,125,001 2,125,002 2,125,003 2,125,004 2,125,005 2,125,006 2,125,007 2,125,008 2,125,009 2,125,010 2,125,011 2,125,012 2,125,013 2,125,014 2,125,015 2,125,016 2,125,017 2,125,018 2,125,019 2,125,020 2,125,021 2,125,022 Series A Debt Service $923,035 924,713 925278 925,340 924,890 923,918 927,354 924,892 926,708 922,138 923,110 927,630 925,910 923,135 924,480 924,700 922,875 925,080 926,073 925,853 924,420 926,205 926,505 925,320 922,650 923,495 927,608 924,740 925,140 923,560 Series A Coverage from Res. Dev. Property Net Taxes' 1.11 1.10 1.10 1.10 1.10 1.10 1.10 1.10 1.10 1.11 1.11 1.10 1.10 1.11 1.10 1.10 1.11 1.10 1.10 1.10 1.10 1.10 1.10 1.10 1.11 1.11 1.10 1.10 1.10 1.11 Series A Total Coverage" 2.30 2.30 2.30 2.30 2.30 2.30 2.29 2.30 2.29 2.30 2.30 2.29 2.30 2.30 2.30 2.30 2.30 2.30 2.29 2.30 2.30 2.29 2.29 2.30 2.30 2.30 2.29 2.30 2.30 2.30 Series B Debt Service" $215,448 215,185 218,160 215,823 218,403 215,703 217,943 214,888 216,768 218,338 219,588 215,548 216,468 217,090 217,410 217,423 217,123 216,558 215,728 219,633 218,008 216,053 218,830 216,073 218,048 214,488 215,660 216,298 216,400 215,968 ,1, Based on development status as of April!, 2006 and assumes no further development of the property in the District * Preliminary, subject to change. 14 2006 Bonds Total Coverage" 1,87 1,86 1,86 1,86 1,86 1,86 1,86 1,86 1,86 1,86 1,86 1,86 1,86 1,86 1,86 1,86 1,86 1,86 1,86 1,86 1,86 1,86 1,86 1,86 1,86 1,87 1,86 1,86 1,86 1,86 SEClTRITY FOR THE 2006 BONDS General The Bonds are secured by a first pledge (which pledge shall be effected in the manner and to the extent provided in the Fiscal Agent Agreement) of all ofthe Special Tax Revenues and all moneys deposited in the BondFund (including the Special Tax Prepayments Accounttherein) and, until disbursed as provided in the Fiscal Agent Agreement, in the Special Tax Fund, subject in any event to the priority for the disposition of amounts in the Bond Fund for the payment of debt service due on the Series A Bonds and to replenish the Senior Subaccount of the Reserve Fund to the amount ofthe Senior Subaccount Reserve Requirement prior to the use of amounts therein for the payment of debt service due on the Series B Bonds and to make deposits to the Subordinate Subaccount of the Reserve Fund. The Bonds, other than the Series B Bonds, are further secured by a first pledge of all of the moneys deposited in the Senior Subaccount ofthe Reserve Fund, and the Series B Bonds are further secured by a first pledge of all of the moneys deposited in the Subordinate Subaccount of the Reserve Fund. The Special Tax Revenues and all moneys deposited into the Special Tax Fund, the Bond Fund and the Reserve Fund, including the Senior Subaccount and the Subordinate Subaccounttherein (except as otherwise specifically 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 an in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with the Fiscal Agent Agreement, subject in any event to the priority of the disposition of amount in the Bond Fund in the Fiscal Agent Agreement. Amounts in the Administrative Expense Fund, the Improvement Fund, the Refunding Fund and the Cost ofIssuance Fund are not pledged to the repayment of the 2006 Bonds. The hnprovements financed with the proceeds of the Prior Bonds and from amounts in the Improvement Fund are not in any 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 under the Fiscal Agent Agreement. Sped al Taxes The Authority has covenanted in the Fiscal Agent Agreement to comply with all requirements of the Act so as to assure the timely collection of Special Taxes, including without limitation, the enforcement of delinquent Special Taxes. The Fiscal Agent Agreement provides that the Special Taxes are payable and will be collected in the same manner and at the same time and in the same installment as the general taxes on real property, and will have the same priority, become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property; provided, the Authority may provide for direct collection of the Special Taxes in certain circumstances. Because the Special Tax levy is limited to the maximum Special Tax rates set forth in the Rate and Method, no assurance can be given that, in the event of Special Tax delinquencies, the receipts of Special Taxes will, in fact, be collected in sufficient amounts in any given year to pay debt service on the 2006 Bonds. Although the Special Tax, when levied, will constitute a lien on parcels subject to taxation within the District, it does not constitute a personal indebtedness ofthe owners of property within the District. There is no assurance that the owners of real property in the District will be financially able to pay the annual Special Tax or that they will pay such tax even if financially able to do so. See "B( lND( lWNERS' RISKS" herein. NEITHER THE F AlTH AND CREDIT OF THE AlTTHORITYNOR THE T ~XING POWER OF THE DISTRICT (EXCEPT 1< 1 THE LIMITED EXTENT DESCRIBED HEREIN) (lR THE STATE (lR ANY POLITICAL SlTBDIVISION THEREOF IS PLEDGED TO THE PA'{MENT OF THE 2006 BONDS. OTHER THAN THE SPECIAL T~XES OF THE DISTRICT, NO T~XES ARE PLEDGED TO THE PAYMENT OF THE 2006 BONDS. THE 2006 BONDS ARE NOT A GENERAL OBLIGATION OF THE AlTTHORITY, BlTT ARE LIMITED OBLIGATIONS OF THE AlTTHORITY FOR THE DISTRICT PAYABLE SOLELY FROM SOlTRCES PLEDGED IN THE FISC AL AGENT AGREEMENT. 15 Rate and Method General. The Special Tax is levied and collected according to the Rate and Method set forth in APPENDIX B "Rate and Method of Apportionment for Community Facilities District No. 01-2 (Harveston)." The qualified electors of the District approved the Rate and Method on March 26, 2002. Capitalized terms used in the following paragraphs but not defined herein have the meanings given them in the Rate and Method. The Rate and Method provides the means by which the Board of Directors of the Authority may annually levy the Special Taxes within the District up to the Maximum Special Tax. The Rate and Method provides that the Annual Special Tax may not be levied after Fiscal Year 2051-52. AlinimumAnnual Special T{[~A Requirement. Annually, at the time oflevying the Special Tax for the District, the Authority will determine the amount of money to be collected from Taxable Property in the District (the "Special Tax A Requirement"), which will be the amount required in any Fiscal Year to pay the following: the debt service on all Variable Rate Bonds, if any, as provided in the Rate and Method (upon issuance of the 2006 Bonds, there will be no outstanding Variable Rate Bonds); the periodic cost on the Bonds, including but not limited to, credit enhancement, liquidity support and rebate payments on the Bonds; the Administrative Expenses; and any amount required to establish or replenish any bond or interest rate reserve funds for any outstanding Bonds; less a credit for funds available to reduce the annual Special Tax levy under the Fiscal Agent Agreement. In addition, the Authoritywill determine the amount of money to be collected from TaxableProperty in the District to pay the "Special Tax B Requirement," "Special Tax B Requirement" means that amount required in any Fiscal Year for the District to pay the estimated costs of providing services, including the salaries of City staff related to and a proportionate share of City overhead costs, for the maintenance of the approximately 7.5 acres oflandscaped parkland and the approximately 8.5 acres of lake property located in Planning Area 3 of the Harveston Specific Plan in an amountnotto exceed [$214,651.63] for Fiscal Year 2006-07, increasing by 100 each Fiscal Year thereafter. In no event shall "Special Taxes" include any Special Tax B, and moneys derived from the levy of Special Tax B do not constitute Special Taxes for purposes ofthe Fiscal Agent Agreement and will not be available for, and are not pledged to, the payment of the Bonds. (i) (ii) (iii) (iv) (v) (vi) the debt service on all Fixed Rate Bonds for the calendar year that commences in such Fiscal Year; . Developed and r Jndeveloped Property; Exempt Property. The Rate and Method declares that for each Fiscal Year, each Assessor's Parcel within the District shall be classified as Developed Property, TaxablePublic Property, Taxable Property Owner Association Property or Undeveloped Property and shall be subject to Special Taxes in accordance with the Rate and Method. (i) "Developed Prof)ertv" means all Assessor's Parcels that are not exempt from the Special Tax, exclusive of Property Owner Association Property and Public Property, for which (i) a Final Subdivision was recorded prior to the January P' preceding the Fiscal Year in which the Special Tax is being levied and (ii) a building permit was issued after January 1, 2001, but prior to the April 1"preceding the Fiscal Year in which the Special Taxis being levied. 16 (ii) 'Hndevelop.!'d Pronertv:" means all Assessor's Parcels of Taxable Property which are not Developed Property, Taxable Property Owner Association Property or Taxable Public Property. (iii) ''Taxa hIe Pronertv" means all of the Ass essor's Parcels within the boundaries of the District that are not exempt from the Special Tax pursuant to law or the Rate and Method. (iv) Exemntion" The Rate and Method provides that no Special Tax shall be levied on up to 16.5 acres of Property (lwner Association Property and on up to 93.3 acres of Public Property. The District Administrator will assign tax-exempt status to Assessor's Parcels in the chronological order in which such Parcels are known to the District Administrator to become Property Owner Association Property or Public Property. Once an Assessor's Parcel has been classified as Public Property, its tax-exempt status will be permanent, independent of its future uses. Public Property includes property used for rights-of-way or any other purpose and owned by or irrevocably offered for dedication to the federal government, the State, the County, the City or any other public agency. Al{[~imum Special T{[~. The Maximum Special Tax is defined in the Rate and Method as follows: (i) TTndrveloned Prore~: The Maximum Special Tax A for Undeveloped Property that is Service Commercial Property shall be $1,960 per Acre. The Maximum Special Tax A for Undeveloped Property that is Taxable Property (lwner Association Property and Taxable Public Property shall be $6,126 per Acre. The Maximum Special Tax A for Other Undeveloped Property shall be $6,126 per Acre plus any Extraordinary Special Tax A or (lne- Time Special Tax A that may be applicable. The Extraordinary Special Tax A and the One-Time Special Tax A are special taxes which may be levied on Other Undeveloped Property related to Variable Rate Bonds and related to conversion to Fixed Rate Bonds. Upon issuance of the 2006 Bonds, the Extraordinary Special Tax A and the One-Time Special Tax A are no longer applicable. The Maximum Special Tax B for Other Undeveloped Property is approximately _[712.82] per Acre for Fiscal Year 2006-07 and shall increase by an amount equal to 1.000'0 ofthe maximum tax rates in effect for the prior Fiscal Year. The Maximum Special Tax for each Assessor's Parcel classified as Other Undeveloped Property, shall be Maximum Special Tax A plus Maximum Special Tax B. (ii) Develoned Pronerty: The Maximum Special Tax A for each Assessor's Parcel classified as Developed Property shall be the greater of (i) the amount derived by application of the Assigned Special Tax A, or (ii) the amount derived by application of the Backup Special Tax A. The sum of the Assigned Special Tax A and the Assigned Special Tax B for Developed Property ranges from $330 to $1,704 per unit. See "APPENDIX B - Rate and Method of Apportionment for Community Facilities District No. 01-2 (Harveston) Table 1" herein for a listing of the Assigned Annual Special Tax rates for various sizes of Units. The Bach:up Special Tax A for Developed Property in each Fiscal Year, starting with Fiscal Year 2002-03 and for each Fiscal Year thereafter, is $6,126 per acre for Residential Property and Other Non- Residential Property, and $1,960 per acre for Service Commercial Property. 1.1 ethod of Apportionment . The Rate and Method provides that commencing Fiscal Year 2002- 03 and for each subsequent Fiscal Year, the Authority shall levy Annual Special Taxes as follows: First: The Rate and Method provides for the levy of Special Tax A with respectto Variable Rate Bonds. For each subsequent Fiscal Year after refunding of the Prior Bonds, Special Tax A shall be levied Proportionately on each Assessor's Parcel of Developed Property at up to 100% of the applicable Assigned Special Tax A as needed to satisfy the Special Tax A Requirement. Special Tax B shall be levied Proportionately on each Assessor's Parcel of Developed Property at up to 100%ofthe applicable Assigned Special TaxB as needed to satisfy the Special Tax B Requirement; Second: If additional moneys are needed to satisfy the Special Tax A Requirement after the first step has been completed, Special Tax A shall be levied Proportionately on each Assessor's 17 Parcel of Undeveloped Property that is Service Commercial Property at up to $1,960 per Acre and Proportionately on each Assessor's Parcel of (lther Undeveloped Property at up to $3,212 per Acre and if additional moneys are needed to satisfy the Special Tax B Requirement after the first step has been completed, Special Tax B shall be levied Proportionately on each Assessor's Parcel of Other Undeveloped Property at up to 100% of the applicable Assigned Special Tax B; Third: If additional moneys are needed to satisfy the Special Tax A Requirement after the first two steps have been completed, Special Tax A shall be levied Proportionately on each Assessor's Parcel of (lther Undeveloped Property at up to $6,961 per Acre; El1w:!h: If additional moneys are needed to satisfy the Special Tax A Requirement after the first three steps have been completed, then the levy of Special Tax A on each Assessor's Parcel of Developed Property whose Maximum Special Tax A is determined through the application of the Back<1p Special Tax A shall be increased Proportionately from the Assigned Special Tax A up to the Maximum Special Tax A for each such Assessor's Parcel; Eifth: If additional moneys are needed to satisfy the Special Tax A Requirement after the first four steps have been completed, then the Special Tax A shall be levied Proportionately on each Assessor's Parcel of Taxable Property Owner Association Property up to the Maximum Special Tax A for Taxable Property (lwner Association Property; Si::ah: If additional moneys are needed to satisfy the Special Tax A Requirement after the first five steps have been completed, then the Special Tax A shall be levied Proportionately on each Assessor's Parcel of Taxable Public Property up to the Maximum Special Tax A for Taxable Public Property. Prepayment afAnnual Special T'Lyes. The Special Tax A Annual Special Tax obligation for an Assessor's Parcel of Developed Property, Update Property (i.e., an Assessor's Parcel of Undeveloped Property for which a building permit has been issued but which has not yet been classified as Developed Property, Taxable Property, Owner-Association Property or Taxable Public Property or Undeveloped Property that is Service Commercial Property) may in certain circumstances be prepaid in whole or in part, provided that there are no delinquent Special Taxes, penalties, or interest charges outstanding with respect to such Assessor's Parcel at the time the Annual Special Tax obligation would be prepaid. The Prepayment Amount for an applicable Assessor's Parcel after the issuance of 2006 Bonds is calculated based on Bond Redemption Amounts and other costs, all as specified in "APPENDIX B Rate and Method of Apportionment for Community Facilities District No. 01-2 (Harveston) - Section J" herein. Any such prepayment will result in a redemption of Bonds prior to maturity. See clause (b) under the caption "THE 2006 BONDS Terms of Redemption." Special Taxes and the Teeter Plan The County has adopted a Teeter Plan as provided for in Section 4701 et seq of the California Revenue and Taxation Code, under which a tax distribution procedure is implemented and securedroll taxes are distributed to taxing agencies within the County on the basis of the tax levy, rather than on the basis of actual tax collections. By policy, the County does not include assessments, reassessments and special taxes, including the Special Taxes of the District, in its Teeter program. Proceeds of Foreclosure Sales Pursuantto Section 53356.1 ofthe Act, in the event of any delinquency in the payment ofthe Special Tax, the District may order the institution of a Superior Court action to foreclose the lien therefor within 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. Under the Fiscal Agent Agreement, on or about February 15 and June 15 of each Fiscal Year, the Treasurer shall compare the amount of Special Taxes theretofore levied in the District to the amount of Special Tax Revenues theretofore received by the Authority, and: Individual Delinquencies. If the Treasurer determines that any single parcel subject to the Special Tax in the District is delinquent in the payment of Special Taxes in the aggregate amount 18 of $5,000 or more, then the Treasurer will send or cause to be sent a notice of delinquency (and a demand for immediate paymentthereof) to theproperty owner within 45 days of such determination, and (if the delinquency remains uncured) foreclosure proceedings will be commenced by the Authority within 90 days of such determination. Notwithstanding the foregoing, the Treasurer may defer such action if the amounts in the subaccount of the Reserve Fund (taking into account amounts available to be drawn under the Reserve Fund Policy) aggregate at least equal an amount equal to the Maximum Reserve Fund Amount. AggregateDelinquencies. If the Treasurer determines that (i) the total amount of delinquent Special Tax for the prior Fiscal Year for the entire District (including total individual delinquencies described above) exceeds 5% of the total Special Tax due and payable for the prior Fiscal Year or (ii) there are ten ( 10) or fewer owners of real property within the District, determined by reference to the latest available secured property tax roll of the County, the Treasurer shall notify or cause to be notified property owners who are then delinquent in the payment of Special Taxes (and demand immediate payment of the delinquency) within 45 days of such determination, and the Authoritywill commence foreclosure proceedings within 90 days of such determination against each parcel ofland in the District with a Special Tax delinquency. It should be noted that any foreclosure proceedings commenced as described above could be stayed by the commencement of bankruptcy proceedings by or against the owner of the delinquent property. See "B( lND( lWNERS' RISKS - Bankruptcy and Foreclosure Delay." No assurances can be given that a judicial foreclosure action, once commenced, will be completed or that it will be completed in a timely manner. See "B( lND( lWNERS' RISKS - Potential Delay and Limitations in Foreclosure Proceedings." If a judgment of foreclosure and order of sale is obtained, the judgment creditor (the District) must cause a Notice of Levy to be issued. Under current law, a judgment debtor (property owner) has 120 days (or in certain limited cases a shorter period) from the date of service of the Notice of Levy and 20 days from the subsequent notice of sale in which to redeem the property to be sold. If a judgment debtor fails to so redeem and the property is sold, his only remedy is an action to set aside the sale, which must be brought within 90 days of the date of sale. If, as a result of such action, a foreclosure sale is set aside, the judgment is revived and the judgment creditor is entitled to interest on the revived judgment as if the sale had not been made. The constitutionality of the aforementioned legislation, which repeals the former one-year redemption period, has not been tested; and there can be no assurance that, iftested, such legislation will be upheld. Any parcel subject to foreclosure sale must be sold at the minimum bid price, unless a lesser minimum bid price is authorized by the owners, of 75% of the principal amount of the 2006 Bonds (lutstanding. No assurances can be given that the real property subject to sale or foreclosure will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment. The Act does not require the Authority or the District to purchase or otherwise acquire any lot or parcel of property offered for sale or subject to foreclosure if there is no other purchaser at such sale. The Act does specify that the Special Tax will have the same lien priority in the case of delinquency as for ad valorem property taxes. If delinquencies in the payment of Special Taxes exist, there could be a default or delay in payments to the Bondowners of the 2006 Bonds pending prosecution of foreclosure proceedings and receipt by the District of foreclosure sale proceeds, if any. However, within the limits of the Rate and Method and the Act, the District may adjust the Special Taxes levied on all property within the District in future fiscal years to provide an amount, taking into account such delinquencies, required to pay debt service on the 2006 Bonds. There is, however, no assurance that the maximum Special Tax rates will be at all times sufficient to pay the amounts required to be paid on the 2006 Bonds by the Fiscal Agent Agreement. Special Tax Fund Pursuant to the Fiscal Agent Agreement, except as described below, all Special Tax Revenues received by the Authority will be deposited inthe Special Tax Fund, which will beheld by the Fiscal Agent on behalf of the Authority. Moneys in the Special Tax Fund shall be held in trust by the Fiscal Agent for the benefit of the Authority and the Bondowners. Pending disbursement, moneys in the Special Tax Fund will be subject to a lien in favor of the Bondowners and the Authority established under the Fiscal Agent Agreement. 19 Disbursements. Moneys in the Special Tax Fund will be disbursed as needed to pay the obligations of the District as provided in the Fiscal Agent Agreement. The Authority shall promptly remit any Special Tax Revenues received by it to the Fiscal Agent for deposit by the Fiscal Agent to the Special Tax Fund, except that, any Special Tax Revenues constituting payment of the portion of the Special Tax levy for Administrative Expenses shall be deposited by the Treasurer in the Administrative Expense Fund and any proceeds of Special Tax Prepayments shall be transferred by the Treasurer to the Fiscal Agent for deposit by the Fiscal Agent directly in the Special Tax Prepayments Account established in the Bond Fund. No later than three Business Days prior to each Interest Payment Date, the Fiscal Agent shall withdraw from the Special Tax Fund and transfer the following amounts in the following order of priority (i)to the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund and any expected transfers from the Improvement Fund, the Senior Subaccount ofthe Reserve Fund and the Special Tax Prepayments Account to the Bond Fund, such that the amount in the Bond Fund equals the principal (including any sinking payment), premium, if any, and interest due on the Bonds (other than the Series B Bonds) on such Interest Payment Date, (ii) to the Bond Insurer, any amounts owed by the Authority to the Bond msurer in respect of amounts drawn on the Reserve Fund Policy (including, but not limited to, repayment of any withdrawals under the Reserve Fund Policy which have not theretofore been prepaid); and (iii) to the Senior Subaccount of the Reserve Fund an amount, taking into account amounts then on deposit in the Senior Subaccount and amounts available to be drawn under the Reserve Fund Policy for purposes of the Senior Subaccount ofthe Reserve Fund (after any amounts paid to the Bond Insure under the preceding clause (ii)), such that he amount in the Senior Subaccount, such that the amount in the Senior Subaccount is equal to the Senior Subaccount Reserve Requirement, (iv) to the Bond Fund an amount, taking into account any expected transfers referred to in clause (i) and from the Subordinate Subaccount of the Reserve Fund, as well as the requirements of the preceding clauses (i), (ii) and (iii), such thatthe amount in the Bond Fund equals the principal (including any sinking payment), premium, if any, and interest due on the Bonds (includmg the Series B Bonds) on tlie next mterest Payment Date, and (v) to the Subordinate Subaccount of the Reserve Fund an amount, taking into account amounts then on deposit in the Subordinate Subaccount, such that the amount in the Subordinate Subaccount is equal to the Subordinate Subaccount Reserve Requirement, Investment. Moneys in the Special Tax Fund will be invested and deposited as described in " - Investment of Moneys in Funds" below and APPENDLX D - "Summary of Certain Provisions of the Fiscal Agent Agreement." Interest earnings and profits resulting from such investment and deposit will be retained in the Special Tax Fund to be used for the purposes of such Fund. Bond Fund The Fiscal Agent will hold the Bond Fund in trust for the benefit of the Bondowners. There is created in the Bond Fund, as a separate account to be held by the Fiscal Agent the Special Tax Prepayments Account. Moneys in the Bond Fund and the account therein shall be disbursed for the payment of the principal of, and interest and any premium on, the 2006 Bonds and for the other purposes as provided below, and, pending such disbursement, shall be subject to a lien in favor of the owners of the 2006 Bonds. Special TCL\" Prepayments Account. Moneys in the Special Tax Prepayments Account shall be transferred by the Fiscal Agent to the Bond Fund on the next date for which notice of redemption of Bonds can timely be given under the Fiscal Agent Agreement, and notice to the Fiscal Agent can timely be given under the Fiscal Agent Agreement, and shall be used (together with amounts transferred from the applicable Subaccount in the Reserve Fund) to redeem Bonds on the redemption date selected in accordance with the Fiscal Agent Agreement. BondFund Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the Bonds the principal, and interest and any premium, then due and payable on the Bonds, including any amounts due on the Bonds by reason of the sinking payments or an optional redemption of the Bonds or redemption from Special Tax prepayments, such payments to be made in the priority listed in the succeedingparagraphs. Notwithstanding the foregoing, amounts in the Bond Fund as a result of the closing of the Improvement Fund shall be used to pay the principal of and interest on the Bonds prior to the use of any other amounts in the Bond Fund for such purpose. 20 On each Interest Payment Date amounts on deposit in the Bond Fund shall be used to make the following payments in the order of priority listed, with each requirement to be satisfied in full prior to any use of amounts for the next succeeding requirement: (i) payment of all interest due and owing (including any past due interest not yet paid) on the Bonds, other than the Series B Bonds, (ii) payment of all principal due and owing (including any past due principal and any principal due by reason of sinking payments) on the Bonds, other than the Series B Bonds, (iii) payment of all interest due and owing (including any past due interest not yet paid) on the Series B Bonds, and (iv) payment of all principal due and owing (including any past due principal and any principal due by reason of sinking payments) on the Series B Bonds. If the requirements of any of the preceding clauses (i) through (iv) can be met in part, but not in full, available amounts will be applied pro rata to payment of the applicable Bonds referenced in such clause. In the event that amounts in the Bond Fund are insufficient for the purposes set forth in clauses (i) and (ii) of the preceding paragraph, the Fiscal Agent will withdraw from the Senior Subaccount of the Reserve Fund to the extent of any funds or Permitted hlVestments therein, and then draw on the Reserve Fund Policy, to the extent amounts are available under the Reserve Fund Policy, amounts to cover the amount of such Bond Fund insufficiency. Amounts so withdrawn from the Senior Subaccount shall be deposited in the Bond Fund and used solely to make payments on the Bonds (other than the Series B Bonds). In the event that amounts in the Bond Fund are insufficient for the purpose set forth in clauses (iii) and(iv) of the second preceding paragraph, the Fiscal Agent will withdraw from the Subordinate Subaccount of the Reserve Fund to the extent of any funds therein amounts to cover the amount of such Bond Fund insufficiency. Amounts so withdrawn from the Subordinate Subaccount shall be deposited in the Bond Fund and used solely to make payments on the Series B Bonds. Investment. Moneys in the Bond Fund and the Special Tax Prepayment Account shall be invested and deposited in accordance with the provisions of the Fiscal Agent Agreement relating to investment of moneys. See "APPENDLX D Summary of Certain Provisions of the Fiscal Agent Agreement." Reserve Fund Pursuant to the Fiscal Agent Agreement, there is established as a separate fund to be held by the Fiscal Agent the Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) Reserve Fund, and within such fund two subaccounts designated as the Senior Subaccount and the Subordinate Subaccount, to the credit of which subaccounts deposits shall be made as required by the Fiscal AgentAgreement, and to the credit of which Senior Subaccount the Fiscal Agent shall hold the Reserve Fund Policy. The amount available to be drawn under the Reserve Fund Policy as of the date of issuance of the 2006 Bonds, and together with the amount to be deposited to the Senior Subaccount is equal to the Senior Subaccount Reserve Requirement as of the date of issuance of the 2006 Bonds. The amount to be deposited to the Subordinate Subaccount is equal to the Subordinate Subaccount Reserve Requirement as of the date of issuance of the 2006 Bonds. Moneys in the Senior Subaccount shall be held in trust by the Fiscal Agent for the benefit of the ()wners of the Bonds (other than the Series B Bonds) as a reserve for the payment of principal of, and interest and any premium on, the Bonds (other than the Series B Bonds) and shall be subject to a lien in favor of the Owners of the Bonds (other than the Series B Bonds). The Reserve Fund Policy shall be held by the Fiscal Agent for the credit of the Senior Subaccount and the benefit of the Series A Bonds, to be drawn upon as provided in the Fiscal Agent Agreement. In any case where the Senior Subaccount of the Reserve Fund is funded with a combination of cash and the Reserve Fund Policy, the Fiscal Agent shall (i) deplete all cash balances and Permitted Investments in the Senior Subaccount of the Reserve Fund before drawing on the Reserve Fund Policy, and (ii) once all cash balances and Permitted Investments have been exhausted, the Fiscal Agent shall draw on the Reserve Fund Policy. Moneys in the Subordinate Subaccount shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Series B Bonds as a reserve for payment of principal of, and interest and any premium on, the Series B Bonds and shall be subject to a lien in favor of the Owners of the Series B Bonds. If Special Taxes are prepaid and 2006 Bonds are to be redeemed with the proceeds of such prepayment, a proportionate amount in the applicable Subaccount within the Reserve Fund (determined on the basis of the principal of Bonds to be redeemed and the then outstanding principal ofthe Bonds, the series of Bonds to be redeemed (i.e., Series A Bonds and Parity Bonds, and Series B Bonds), and in any event 21 without taking into account any amounts available to be withdrawn under the Reserve Fund Policy), shall be transferred on the Business Day prior to the redemption date by the Fiscal Agent to the Bond Fund to be applied to the redemption of the Bonds. Notwithstanding the foregoing, in no event shall any transfer be made pursuant to the Fiscal Agent Agreement which results in the (i) amount on deposit in the Senior Subaccount being an amount less than the amount of the Senior Subaccount Reserve Requirement to be in effect following the redemption of such Bonds; or (ii) amounts on deposit in the Subordinate Subaccount being an amount less than the amount of the Subordinate Subaccount Reserve Requirement to be in effect following the redemption of such Bonds. Also, in no event shall there be a draw on the Reserve Fund Policy to make any transfer provided for in this paragraph. Moneys in the Reserve Fund will be invested and deposited as described in "hlVestment of Moneys inFunds"below. See APPENDIX D - "Summary of Certain Provisions of the Fiscal Agent Agreement" for a description of the timing, purpose and manner of disbursements from the Reserve Fund. Investment of Moneys in Funds Moneys in any fund or account created or established by the Fiscal Agent Agreement and held by the Fiscal Agent will be invested by the Fiscal Agent in Permitted hlVestments, as directed by an Authorized Officer, that mature prior to the date on which such moneys are required to be paid out under the Fiscal Agent Agreement. In the absence of any direction from an Authorized Officer, the Fiscal Agent will invest, to the extent reasonably practicable, any such moneys in money market fllllds rated in the highest rating category by Moody's or S&P, (including those for which the Fiscal Agent or its affiliates or its subsidiaries provide investment, advisory or other services). See APPENDIX D - "Summary of Certain Provisions of the Fiscal Agent Agreement" for a definition of "Permitted Investments." Additional Bonds for Refunding Purposes Only [CONFIRM: Bonds secured on a parity with the Series A Bonds (each a series of "Additional Bonds") may be issued for refunding purpose only where the issuance of such Additional Bonds results in a reduction of Annual Debt Service on all Outstanding Bonds. In addition, the Authority shall obtain a certificate of a Tax Consultantto the effectthat the amount of the maximum Special Taxes that may be levied in each Fiscal Year on Developed Property, less an amount sufficient to pay annual Administrative Expense (as determined by the Treasurer), shall be at least one hundred ten percent (110%) of the total Annual Debt Service for each such Fiscal Year (i) on the Bonds (other than the Series B Bonds) to remain outstanding following the issuance of the Parity Bonds and (ii) on the proposed Parity Bonds. ill addition, the District Value (as defined in the Fiscal Agent Agreement) shall be at least twenty-five (25) times the sum of: (i) the aggregate principal amount of all Bonds then Outstanding (other than the Series B Bonds), plus (ii) the aggregate principal amount of the series of Parity Bonds proposed to be issued, plus (iii) the aggregate principal amount of any fixed assessment liens on the parcels in the District subject to the levy of Special Taxes, plus (iv) a portion of the aggregate principal amount of any and all other community facilities district bonds then outstanding (other than the Series B Bonds) and payable at least partially from special taxes to be levied on parcels of land within the District (the "Other District Bonds") equal to the aggregate principal amount of the Other DistrictBonds multiplied by a fraction, the numerator of which is the amount of special taxes levied for the Other District Bonds on parcels of land within the District, and the denominator of which is the total amount of special taxes levied for the Other District Bonds on all parcel of land against which the special taxes are levied to pay the Other District Bonds (such fraction to be determined based upon the maximum special taxes which could be levied in the year in which maximum annual debt service on the Other District Bonds occurs), based upon information from the most recent available Fiscal Year. See APPENDIX D - "Summary of Certain Provisions of the Fiscal Agent Agreement." Nothing in the Fiscal Agent Agreement shall prohibitthe Authorityfrom issuing bonds or otherwise incurring debt secured by a pledge of Special Tax Revenues subordinate to the pledge thereof for the benefit of the Series B Bonds. BOND INSURANCE FOR THE SERIES A BONDS [Insurer] Municipal Bond Insurance Policy 22 [TO COME] Insurer] [TO COME] THE AUTHORITY The Temecula Public Financing Authority was established pursuant to a Joint Exercise of Powers Agreement, dated April 10, 2001 (the "Joint Powers Agreement"), by and between the City and the Redevelopment Agency of the City of Temecula. The Joint Powers Agreement was entered into pursuant to the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Govemment Code of the State of California. The Authority was formed for the primary purpose of assisting in the financing and refinancing of public capital improvements in the City. The Authority is administered by a five-member Board of Directors, which currently consists of the members of the City Council of the City. The Authority has no independent staff. The Executive Director of the Authority is the City Manager of the City, and the Treasurer of the Authority is the City's Finance Director. The Executive Director administers the day-to-day affairs of the Authority, and the Finance Director has custody of all money of the Authority froin whatever source. . Authority for Issuance The 2006 Bonds are issued pursuant to the Act and the Fiscal Agent Agreement. ill addition, as required by the Act, the Board of Directors of the Authority has taken the following actions with respect to establishing the District and authorizing issuance of the 2006 Bonds: Resolutions of Intention: On December 11, 2001, the Board of Directors of the Authority adopted Resolution No. TPFA 01-07 stating its intention to establish the District and to authorize the levy of a special tax therein, and on the same day the Authority adopted Resolution No. TPFA 01-08 stating its intention to incur bonded indebtedness in an amount not to exceed $25,000,000 within the District for the purpose offinancing the Improvements and refunding of the 1998 Winchester Hills Bonds. See "PLAN OF FINANCE" herein. Resolution ofF ormation: Immediately following the conclusion of a noticed public hearing on March 26,2002, the Authority adopted Resolution No. TPFA 02-03 (the "Resolution of Formation"), which established the District and authorized the levy of a special tax within the District. Resolution of Necessity: On March 26, 2002, the Authority adopted Resolution No. TPF A 02-04 declaring the necessity to incur bonded indebtedness in an amount not to exceed $25,000,000 within the District and submitting that proposition to the qualified electors of the District. Resolution Calling Election: On March 26, 2002, the Authority adopted Resolution No. TPF A 02-05 calling an election by the landowners for the same date on the issues of the levy of the Special Tax, the incurring of bonded indebtedness and the establishment of an appropriations limit. Landowner Election and Declaration of Results: ()n March 26, 2002, an election was held within the District in which the two landowners eligible to vote, being the qualified electors within the District, unanimously waived all time limits for holding the election and ballot arguments, and approved a ballot proposition authorizingthe issuance of up to $25,000,000 in bonds to refund the 1998 Winchester Hills Bonds, the acquisition and construction ofthe Improvements, the levy of a special tax and the establishment of an appropriations limit for the District. On March 26, 2002, the Authority adopted Resolution No. TPF A 23 02-06, pursuant to which the Authority approved the canvass of the votes and declared the District to be fully formed with the authority to levy the Special Taxes, to incur the bonded indebtedness and to have the established appropriations limit. Special Tax Lien and Levy: A Notice of Special Tax Lien was recorded in the real property records of Riverside County on May 12, 2002 as Document No. 2002-254462. Ordinance Levying Special T'Lyes: On April 9, 2002, the Authority adopted Ordinance No. TPF A02-0 I levying the Special Tax within the District. ResolutionAuthorizing] ssuance of the 2006 Bonds: On July II, 2006, the Authority adopted Resolution No. TPFA approving issuance of the 2006 Bonds. THE COMMUNITY FACILITIES DISTRICT Location and Description of the District The District consists of completed homes, occupied homes, homes under construction, semi-improved land and finished lots, located in the northern portion of the City. The District is bounded generally on the west by Interstate IS, on the north by the boundary line with the City of Murrieta, on the east by Margarita Road and by Winchester Hills Road on the south. The property within the District is a portion of the property governed by the Harveston Specific Plan (as defined below). Harveston, LLC, LEN-Inland, LLC, the Merchant Builders and other major landowners currently own or have options to acquire the residential portions of the property in the District which remain to be developed and are the process of developing it with a mixture of resiaential projects. Merchant builders include Greystone Homes, Inc., a Delaware corporation ("Greys tone Homes "), Lennar Homes of California, Inc., a California corporation ("Lennar Homes"), William Lyon Homes, Inc. ("William Lyon Homes, Inc.," and Meritage Homes of California, Inc1 (''Meritage Homes of California, Inc."). (As of May 8, 2006, one additional merchant builder, Christopher Homes, for which PLC Harveston LLC acts as a land bank, had closed sales on all but one of its homes.) Property in some cases is held in the name of separately created limited liability companies. See" - Property ()wnership" herein. Lennar Homes purchased property within the master-planned community from Winchester Hills I LLC, a California limited liability company ("Winchester Hills I, LLC"), pursuant to a Purchase Agreement and Escrow Instructions dated June 3, 1998, between Lennar Homes and Winchester Hills I, LLC. Winchester Hills I, LLC remained owner of most of approximately 111.75 acres within the District. Such property purchased by Lennar Homes was subsequently transferred to Harveston, LLC (the "Harveston, LLC Property"). Pursuant to the Agreement and Covenants Running With the Land, dated July 1, 1998, as amended by the First Amendment to Agreement and Covenants Running With the Land, dated June 29, 200 1 and recorded June 29, 2001 as Document No. 2001-300715 (the "Agreement and Covenants") (see" Development Agreements" below), Lennar Homes applied for and processed applications for the Harveston SpecificPlan approval encompassing both the property retained by Winchester Hills I, LLC (the "Winchester Property") and the Harveston, LLC Property, and submitted an application for approval of a specific plan covering the Harveston,LLC Property and the Winchester Property. The Agreement and Covenants has been assigned to Harveston, LLC as successor to Lennar Homes. The District is part of a master-planned community that includes a large residential area surrounding the 17-acre lake and park in the center of the community. The District is a portion of a master-planned cornrnunityplannedfor a total of approximately 2,036' dwelling units, including 1,395 detached homes, 226 attached homes, plus a 300-unit apartment complex and a lIS-unit retirement residence. In addition, there is expected to be a 2.45-acre retail center in the center of the community. There is a private Lake 1 Acacia \:re,lit Fund 9-A, LL\: acts as a land bank for Meritage Homes of \:alifomia, Inc. 2 Estimated total of 2,1136 includes 7 lots in Fhase 2B which are not within the boundaries of the District. 24 House/Village Club, a park surrounding the lake connected to a paseo to the 20 acre community park, a child care center, a community facility and an elementary school within the community. The master-planned community is planned to be developed in four phases, which are referred to as Phase 1, Phase 2, Phase 2B and Phase 3 and comprise the central portion of the community. Phase 2, Phase 2B and Phase 3 are also within Temecula Public Financing Authority Community Facilities District No. 03-6 (Harveston II), for which $4,845,000 aggregate principal amountofbonds were issued in September 2004. The single-family detached residential portion of Phase 1 is complete with 445 homes built and occupied. A 300-unit apartment site is substantially completed and occupancies have commenced, and the retirement residence is expected to be under construction in the near future. In addition, Phase 1 includes the completed lake and Lake Park, the Welcome Center/Commercial Site, the completed Lake House/Village Club, the child care center and the Ysabel Barnett Elementary School. Phase 2 is expected to include 5 different tracts or neighborhoods of homes, containing a total of 596 homes and two of these tracts or product types are a carryover from Phase 1. All 5 tracts are under construction. As of May 8, 2006, approximately 356 of the units were built and occupied. Phase 2 also includes the 20 acre community park which is now complete and includes a lighted soccer field and two lighted baseball fields. Phase 2B will include two different tracts containing a total of 198 detached homes, though only 191 of the lots are included within the boundaries of the District and included in the Appraisal. The models are now complete and construction of the production homes is underway. Phase 3 will include 4 different tracts containing a total of 382 homes, including 64 attached homes and 318 detached homes. The land is currently in blue-top condition and construction started in the middle of 2006. There is also a 112 acre commercial site at the southerly end of the community and extending southerly to the 1-15 Freeway. Rough grading of this site is almost complete though the specific development and timing of construction has not yet been determined. As of May 8, 2006, there were nine major landowners within the District, four of which are, or are affiliated with, Merchant Builders who have projects underway. The Merchant Builders include Greystone Homes, Inc., a Delaware corporation ("Greys tone Homes "), Lennar Homes, William Lyon Homes, Inc., and Meritage Homes of California, Inc.' (the "Merchant Builders"). (As of May 8, 2006, one additional merchant, Harveston LLC - Christopher Homes, had closed sales on all but one of its homes.) In addition, other property owners include (i)MWHousingPartners III L.P. which acts as aland bankfor Lennar Homes; (ii) The Morgan Group ("The Morgan Group") which acquired the apartment site in June 2004; (iii) Temecula Retirement Residence, a which owns an approximately 2.29 acre site for a proposed retirement residence; (iv) Harveston, LLC which owns the approximately 2.45 acre Welcome Center site; and (v) Winchester Hills I, LLC, a California limited liability company which owns most of the 111.75 acre commercial site. LNRProperties is the developer of the apartment complex, and The Morgan Group will continue to own and manage the apartments. MW Housing Partners III L.P. ("MW Housing Partners III L.P.") acquired the residential land in Phase 3 from Harveston LLC in November 2005. MW Housing Partners III L.P. is not an affiliate ofLennar Homes but is a land bank entity for Lennar Homes, and Lennar Homes has indicated that it is planned that there will be multiple takedowns of lots in Phase 3 by Lennar Homes from MW Housing Partners III L.P. As of , 2006, lots had been acquired by Lennar Homes. Specific Plan The Harveston Specific Plan ("Harveston Specific Plan") was adopted in Augnst 2001. The Harveston Specific Plan serves as a planning gnide to implement the intent of the City's General Plan. The Harveston Specific Plan development concept includes a centrally located lake/park complex. Uses such as recreation, education andresidential dwellings will be provided adjacent to or within a Village Center which Acacia \:redit Fund 9-A, LL\: acts as a land bank for Meritage Homes of \:alifomia, Inc. 25 is proposed to include a variety of uses such as retail, restaurant, office, daycare, worship and a private club facility and fitness center. Environmental Conditions EnvironmentalImpactReport. In connection with the Harveston Specific Plan approval and pursuant to the Agreement and Covenants, Lennar Homes was responsible for the application and processing of an environmental impact report (the "EIR") for both the Harveston, LLC Property and the Winchester Property. The EIR was approved in Augnst, 2001. Biological Resources. Based upon the biological studies performed for the site, the property within the District does not include significant onsite biological resources. The Harveston Specific Plan proposes an arroyo park, which will include the creation of a riparian habitat to be developed consistent with the mitigation requirement of the u.s. Army Corps of Engineers (the "Corps of Engineers") and California Department ofFish and Game ("CDFG"). Work on the riparian habitat has commenced. AlitigationRelating to FVaters of the r Jnited States of America. The development within the District required the construction of a culvert and the fill of approximately 2.89 acres of non-wetland waters of the u.s. tributary to Santa Gertrudis Creek. The Corps of Engineers has jurisdiction over developments in or affecting the navigable waters of the United States of America pursuant to the Rivers and Harbors Act and the Clean Water Act. On June 30,1999, the Corps of Engineers determined that the activity complied with the terms and conditions of the nationwide permit issued under Section 404 of the Clean Water Act,provided that the activity met the criteria in the permit terms and conditions. The culvert and fill was completed in February, 2002 and facilities were certified in February, 2002. Streambed Alteration Agreement. Lennar Homes filed a request for a Section 1603 Streambed Alteration Agreement with the CDFG. The CDFG and Lennar Homes entered into an Agreement Regarding Proposed Stream or Lake Alteration in April, 1999. The Agreement provides for the construction of a master planned community which resulted in the filling of approximately 6,000 feet of two channels and a culvert crossing over a third channel. The construction of the culvert and the filling of the channels was completed by September 2002. Mitigation consists of establishing an over-story riparian area of approximately eight acres along one channel. Installation of the required over-story riparian area has commenced. Such area will be subject to a five year maintenance period. National Pollution Discharge Elimination Svstem Permit and Storm Water Pollution Prevention Plan. Pursuant to the Federal Clean Water Act (Section 402(g)) and State General Construction Activity Storm Water Permit, a National Pollution Discharge Elimination System (NPDES) permit and storm water pollution prevention plan was required from the California Regional Water Quality Control Board for grading and construction of areas greater than five acres. Lennar Homes had a revised Storm Water Pollution Prevention Plan prepared which includes property within the District in conformance with the California NPDES General Permit No. CAS000002for Storm Water Discharges Associated with Construction Activity (ConstructionPermit.). The permit and storm water pollution prevention plan were approved by the Regional Water Quality Control Board in October, 2001. Toxicmaterials are not known to have been treated, stored, disposed, spilled or leaked in significant quantities onto the property within the District and no contaminated soils were found on the site. Prior to rough grading, the land was maintained as private vacant open space and free range grazing. The property was vacant for some time before being acquired by Lennar Homes. No significant spills or disposals of gasoline or diesel fuel are known to have occurred. Development Agreement Lennar Homes, Winchester Hills I, LLC and the City entered into a development agreement (the "Development Agreement"), recorded January 16, 2002, as Instrument No. 2002-026470, encompassing property within the District. Harveston, LLC is the successor to Lennar Homes as owner and developer of such property. For purposes of the Development Agreement, the proposed development includes the improvement of the sites within the District affecting the structure, improvements and facilities within the District, including but not limited to grading, the construction of infrastructure and public facilities related to the property within the District (whether located within or outside the Harveston Specific Plan area), the 26 construction of structures and buildings and the installation oflandscaping. The widening of the Y nez Road Bridge over San Gertrudes Creek is described in the "First Operating Memorandum to the Recorded Development Agreement among Lennar Homes Inc. and Winchester Hills I, LLC and the City ofTemecula," dated as of April 11, 2003, between Harveston, LLC, and the City. Pursuantto the terms of the Development Agreement, Harveston, LLC and Winchester Hills I, LLC have the right to develop the property within the District in any manner consistent with the City's approved Harveston Specific Plan, and applicable rules, regnlations and official policies. The infrastructure is expected to be completed as development occurs, with final sales to homeowners by the end of 2008. The City has agreed that Harveston, LLC and Winchester Hills I, LLC shall have the right to develop theproperty in such order, at such rate and at such time as Harveston, LLC and Winchester Hills I, LLC deem appropriate within the exercise of its subjective business judgment, subject only to any timing or phasing requirements set forth in the development plan or the phasing plan as set forth in the Development Agreement and as long as the property encompassed by the Development Agreement is constructed in a manner consistent with the City's existing land use ordinances. By entering into the Development Agreement, Harveston, LLC and Winchester Hills I, LLC obtained a vested right to proceed with the development encompassed by the Development Agreement in accordance with the Harveston Specific Plan. However, development remains subject to any remaining discretionary approvals required in order to complete development as contemplated by the Harveston Specific Plan. Termination of the Development Agreement by one party due to the default of another party will not affect a right or duty emanating from City entitlements or approvals relating to the property within the District. The Development Agreement was approved and entered into pursuant to California Government Code Section 65864, et seq. (the "Development Agreement Law"). The Development Agreement Law provides that a developer can obtain a vested right to develop its real property pursuant to a validly executed development agreement. ()ne appellate case in California, Santa Alargarita Residents v. San Luis Obispo County Bd. of Supervisors, has held that development agreements are enforceable under the Development Agreement Law. However, the development agreement in that case did not address vested right to build the development as currently planned. Section 3.5.5 of the Development Agreement allows the parties to enter into "operating memorandum" which do not amend the Development Agreement but which implement the terms of the Development Agreement or provide for "changes, adjustments, or clarifications that are appropriate to further the intended purposes" of the Development Agreement. The "First Operating Memorandum to the Recorded Development Agreement Between Lennar Homes Inc., and Winchester Hills I, LLC and the City of Temecula" was approved on April 11, 2003, and recorded as Document No. 2003-293648 in the Official Records of Riverside County on April 25, 2003; the "Second Operating Memorandumto the Recorded DevelopmentAgreement Between Lennar Homes Inc. and Winchester Hills I, LLC and the City of Temecula" was also approved on April 11, 2003, and recorded as Document No. 2003-293649 in the Official Records of Riverside County on April 25, 2003; and the "Third Operating Memorandumto the Recorded Development AgreementBetweenLennar Homes Inc. and Winchester Hills I, LLC and the City of Temecula" was approved on May 10, 2004, and recorded as Document No. 2004-0418836 in the Official Records of Riverside County on June 2,2004. The widening of the Ynez RoadBridge over Santa Gertrudes Creek is described in the First Operating Memorandum. The First, Second and Third Operating Memorandum each describe and clarify the off-site public improvements required by the Development Agreement and the conditions of approval of the land use entitlements and provide a schedule for the issuance of up to 954 building permits prior to completion of the community park and up to 1,535 building permits prior to the completion of the bridge widening improvements and certain off-site public improvements and further provide for the withholding of building permits if the required off-site public improvements are not progressing as scheduled. The community park and the bridge widening were completed such that there was no interruption in receiving building permits as needed. See "BONDOWNERS'RISKS Failure to Develop Properties" and" Ballot Initiatives and Legislative Measures" herein. Covenants. Conditions and Restrictions. All of the parcels in the District are subject to recorded covenants, conditions and restrictions that provide for a levy of homeowners' association assessments, on a basis subordinate to the lien of the Special Taxes. 27 28 Settlement of Litigation Regarding Development In February, 2002, Lennar Homes entered into a Settlement Agreement relating to a referendum petition opposing the Ordinance approving the Development Agreement. Harveston, LLC has fulfilled all of the obligations of Lennar Homes under the Settlement Agreement, including payment of$150,000 to the City for park expansion. In September, 2001, a referendum petition opposing Temecula Ordinance No. 01-08 approving the Development Agreement was submitted by a resident to the City for determination of whether it had been signed by the requisite number of Temecula registered voters. On October 10, 2001, the Temecula City Clerk submitted the referendum petitions to the Registrar of Voters of the County of Riverside for verification of the signatures on the petitions. On October 15,2001, the City filed an action for declaratory relief naming Lennar Homes and the author of the petition seeking to have the court declare whether the referendum petitions were valid. On December 21, 2001, the City rejected the petitions as invalid and dismissed its lawsuit. In February, 2002, Lennar Homes entered into a Settlement Agreement whereby the resident removed his previous opposition to the development within the Harveston Specific Plan area and agreed not to file a lawsuit or otherwise challenge in court or before any government agency with jurisdiction over the development within the Harveston Specific Plan area, any ofthe current or future entitlements vested by the Development Agreement or provided for in (lrdinance No. 01-08, including, but not limited to, any effort to challenge the City's rejection of the referendum petition. In return, Lennar Homes agreed to enter into good faith negotiations with the City to voluntarily donate an additional three acres of parkland. In addition, Lennar Homes agreed to donate up to an additional $150,000 to the City at the time of the donation of parkland for the purpose of improving the community park and to pay to the resident an amount representing general damages sustained by him as a result of being named as the defendant in the declaratory relief action tiled by the City. Acquisition of 1m provements The Authority and Harveston, LLC have entered into an Acquisition Agreement (the "Acquisition Agreement") dated as of Augnst 1, 2002, as supplement by Supplement No.1 to Acquisition Agreement dated as of November 25, 2003. Under the terms of the Acquisition Agreement, the Authority has acquired the Improvements from Harveston, LLC upon completion of various discrete components of infrastructure and inspection thereof by the City. The Acquisition Agreement provides that the infrastructure would be acquired for an amount based upon the documented Actual Cost (as defined in the Acquisition Agreement) thereof or for such other amount as may be agreed upon by Harveston, LLC and the Authority. The proceeds of the Prior Bonds, together with other available moneys, were applied to pay the redemption price of $11,025,000 of the 1998 Winchester Hills Bonds on the date of issuance of the Prior Bonds and to establish an escrow fund for the payment of $560,000 of the 1998 Winchester Hills Bonds maturing September 1, 2004 on their sinking fund payment dates or maturity date. Proceeds of the Prior Bonds in the amount of approximately $5,150,000, together with earnings thereon, have been, or will be, applied to acquire or construct certain street and signal improvements, storm drain improvement and park and recreation improvements to be constructed within or in the vicinity of the District. The Improvements are substantially complete. Property Ownership The information about the development of the property within the District, Harveston, LLC, LEN - Inland, LLC, theAlerchant Builders, and the other property owners contained in this Official Statement has been derived from the Appraisal and information generally available to the Authority but has not been independently confirmed or verified by the Underwriter. the District or the A uthority. Such information is included because it may be relevant to an informed evaluation of the security for the 2006 Bonds. However, because ownership of the property may change at any time, no assurance can be given that the planned development will occur at all. will occur in a timelv manner or will occur as presentlv anticipated and described below or that the Alerchant Builders will acquire or own the Property at all. No representation is made herein as to the accuracy or adequacy of such information, as to the experience, abilities or financial resources of the Alerchant Builders or any other landowner. or as to the absence of material adverse 29 changes in such information subsequent to the date hereof or that the information given below or incorporated herein by reference is correct as of any time subsequent to its date. Harveston. LLC, LEN-Inland. LLC, the Alerchant Builders and other property owners are not personallvliable for payment of the Special Taxes or the 2006 Bonds. and thefollowing information should not be construed to suggest that the Special T{[yes or the 2006 Bonds are personal obligations or indebtedness of Harvest on, LLC, LEN-Inland, LLC, theAlerchant Builders or other property owners or that Harveston. LLC, LEN-Inland. LLC, theAlerchant Builders or other property owners will continue to own their respective parcels of land. 30 Description of Project Table 2 below sets forth information regarding the projects being developed in the District. While the Merchant Builders have acquired most of their lots, and Greystone Homes has acquired 60 of its 113 lots pursuant to an option agreement, there can be no assurance that Greystone Homes will close escrow on its remaining 53 lots Update status of take downs by Greystone Homes] within the District at the times provided in the (lption Agreements or at all. Table 2 Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) Property Ownership and Development Status Units Units Est. Completed Under Status of Name of Total asof Construction Development Landowner / Number M\',li8, asof as of Merchant Builder(l) Tract Name of Units 2 6 May 8, 2006 May 8, 2006 Description of status Phase 1 ONner Occupied Sherbourne 711 711 Built out Built out Built out ONner Occupied Well~leyCourt 711 711 Built out Built out Built out ONner Occupied Ea"ton Place 88 88 Built out Built out Built out ONner Occupied Lake Front 139 139 Built out Built out Built out Cottages ONner Occupied Chathman .E. .E. Built out Built out Built out Subtotal 445 445 Pllase 2 and 2B LEN-Inland, LLC (53) ~) Ashville 113 43 35 Final 43 completed homes Greystone Homes (17(- approved (including 3 models), 3.5 homes under constructIOn, and 35 lots in a near finished condition. William L yon Home~, Savannah 162 5 78 Final 5 completed model~, 78 Inc. (162) approved production home~ under con~truction, 10 lot~ in near fini~ed condition: 69 lot~ in graded blue-top condition. LennarHome~(10) Auburn Lane 119 109 III Final 109 home~ (including 3 approved models) sold, 10 production homes under construction. Grey...tone Home~ (0) Sau~alito 109 109 II Final 109 home~ (including 3 approved model~) completed and sold. Substantially ONner Walden 93 93 0 Final 92 homes sold: 1 Occupied (1 com~leted approved production home completed home O\Vned by LC and un~old. Harveston LLCI Christopher Homes) Acacia Credit Fund 9-A Charleston 106 4 25 Final 4 completed model homes: LLC (40) - Meritage approved 25 production home~ under Home~ of California, con~truction, and 77 vacant Inc. (66)ul lot~. Acacia Credit Fund 9-A Aberdeen 85 .!i II Final 3 completed-sold homes: 3 LLC (26) Meritage approved comp.leted unsold homes Home~ of California, (moile! home~): 13 Inc. (66fl production home~ under construction, 66 vacant lots Subtotal 787 369 161 Other Properlies l\1W Hou~in:? Partner~ Pha"e 3-- 382 II II [Final 3 model~ under IIIL.P (382)'tI-LeImar Re~idential Land approved for con~truction: 61 lot~ for Home~ 318Iot~: attached home~ in ma"~ Tentative for graded ~uperpad condition 64Iot~] and 3181ot~ III graded blue-top condition. 31 The Morgan Group (22) Cape May Apartments 300 84 216 Final approved 8 building~ of 22 apartment buildings complete with a total of84 completed units; all remaining units are under con~tiuction Vacant and in rough graded condition. Temecula Retirement Re~idence (115 Apt~., 3 Comm Spaces) Harveston, LLC Retirement Re~idence (2.29 acres) Comm. Site! Welcome Center (2.45 acre~) 115 II Final Approved Final approved Welcome Center with ~econd floor and open office ~pace, inc1ude~ paved parking area and landscaped area. Subtotal Total N/A Comm. Site (111.75 acre~) ~ 800 84 216 1,594 385 435 N/A Winche~ter Hill~ L LLC Tentative approved vacant land, rough graded (1) Ownership of home sites indicated in parenthesis. (2) 3 models in Ashville acquired by GJ\1AC in August 2005 as land bam,- As ofJrme ,2006, Greystone Homes has acquired an aggregate of lots from LEN-Inland, LLC. (3) As of Jrme 27,2006, 40 lots in the Charleston project were owned by Acacia Credit Frmd 9-A LLC Meritage Homes of California, Inc.. As of Jrme 27,2006, 26 lots in the Aberdeen project were owned by Acacia Credit Frmd 9-A, LLC and 66 lots {lnf.t ~QJ.PA~jy.'g&iffifPmJlYs of California, Inc. There are 92 lots within the Aberdeen project but only 85 are within the District and subject to the levy of Special Taxes. (4) Actual munber of rmits may Val}'. l\1W Housing Partners III L.P., is a land banK for Lermar Homes. As of Jrme _, 2006, Lermar Homes has acquired __lots from MW Housing PartnersIII,L.P. 32 Description of Projects. The projects, together with the estimated lot sizes, unit SIzes, base sales pnce ranges, sold, completed, under construction or vacant, are set forth below. Table 3 Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) Description of Project (As of May 8, 2006) Minimum Estimated Lot Size Unit Size Estimated Under Total Project Name (Sq. Ft.) (SQ. Ft.) Sales Price Range Sold Complete(l) Const. Vacant Units Built Out Projects Lennar Homes Sherbourne 6,000 2,806-3,333 $510,000-$710,000 70 70 0 0 70 Easton Place 4,700 2,202-2,587 $450,000-$555,000 88 88 0 0 88 US Homes Wellsley Court 6,800 2,811-3,985 $549,500-$755,000 70 70 0 0 70 Lake Front Cottages 3,000 1,991-2,259 $400,000-$625,000 139 139 0 0 139 Chathrnan 5,850 2,521-3,594 $560,000-754,000 78 78 0 0 78 Total Built Out Projects: 445 445 0 0 445 Projects Under Construction Greystone Homes Ashville 2,500 1,684-2,141 $385,990-$418,990 43 43 35 35 113 Sausalito 4,250 1,873-2,537 $428,000-$539,000(2) 109 109 0 0 109 PLC Harveston LLC - Christopher Homes Walden 4,950 2,770-3,393 $502,500-$690,00d3l 92 93 0 0 93 Lennar Homes Auburn Lane 3,100 1,767-2,101 $432,000-$486,000" ) 109 109 10 0 119 William Lyon Homes, Inc. Savannah 2,000 1,539-2,075 $344,900-$392,400 0 5 78 79 162 Acacia Credit Fund 9-A LLC - Meritage Homes of California, Inc. Aberdeen 4,250 2,334 - 2,757 $501,990-$528,990 3 b 13 bb 85 Charleston 3,100 1,780-2,181 $430,990-$470,990(5) --2. --"- 25 E 106 Subtotal: 353 359 123 114 596 Other Projects MW Housing Partners L.P Residential Land (est. 382 unitS)(OI 0 0 3 379 382 33 The Morgan Group Cape May Apartments (300 unitS) N/ 84 216 0 300 A T emecula Retirement Retirement Residence (115 apartments) N/ 0 0 115 115 Residence A HarvestoIl, LLC Commercial Site! Welcome Center (7) (7) (7) (7) (7) Winchester Hills I, LLC Commercial Acreage(lll. 75 acres) N/ N/A N/A 111 75 111 75 A acres acres Residential Totals, 682 762 475 792 2,029 excluding commercial acreage (11 Includes Model Homes As of May 8, 2006, represents range oflast builder sales~ As of May 8, 2006, represents range oflast builder sales; Sales price information is as of January 25,2006 because there was no new pricing available as of May 8,2006 As of May 8, 2006, the Merchant Builder only had updated pricing on two of the four floor plans. As of Jlme , 2006, Lennar Homes has acquired lots from MW Housing Partners III, LLC The Commercial Site! Welcome Center is eX1Jected to be converted to a commercial ll<;e in the future. Ie) '" '" (~, , 10.' '" 34 Special Tax Collections The maximum Special Tax onResidential DevelopedProperty authorized for the 2005-06Fiscal Year in the District ranged from $200 to $1,574 per unit of Residential Developed Property. For the 2005-06 Fiscal Year, Special Taxes in the amount of approximately $765,604 were levied against approximately 644 homes of Residential Developed Property in the District. Of those parcels, 49 were delinquent as of June 1,2006. The total amount owing with respect to the delinquent parcels for the 2005-06 Fiscal Year totaled approximately $55,455.50, or approximately 5.23% of the total amount levied. For the 2005-06 Fiscal Year, no Special Taxes were levied on the Undeveloped Property. Table 4 below sets forth the Special Tax collections for Fiscal Years 2002-03 through 2005-06. Table 4 Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) Special Tax Collections'!) Total No Of Special Number of ArnOlmt of Percentage of Parcels Ta.'\:es Special Ta.'\: Special Ta.'\: Special Ta.'\: Fiscal Year Levied'2) Levied1) Delinquencies'2) Delinquencies'2) Delinquent'2) 2002-2003 26 $893,468.90 0 $0.00 0.00% 2003-2004 332 589,182.80 b 721.64 0.120/0 2004-2005 329 453,451.88 33 33,964.95 7490/0 2005-2006 644 765,604.14 67 55,455.50 7.240/0 Percentage of Special Tax Delinquent as of Jlme 1, 2006 Nmnber of Special Ta.'\: Delinquent as ofhme 1, 2006 0.00% o o 0.000/0 0.130/0 5.230/0 49 ,f, ,2) Information provided by the \:ity of T emecula. Fiscal year Special Tax collections are received by the District from the County in several installments. The information presented is based on information provided by the City ofT emecula with respect to the payment received from the County in May of each year following receipt of the April lOth collection of the applicable Fiscal Year Total Special Taxes levied varies from Fiscal Y ear to Fiscal Year because the Prior Bonds bore a variable interest rate and included a levy on Undeveloped Property in the initial years. The Fiscal Year 21 (1)5-1 16 Special Tax levy was on Developed Property with no Special Tax levy on Undeveloped Property ," Source: Psomas There have been no prepayment of Special Taxes in the District. Direct and Overlapping Debt Table 5 below sets forth the existing authorized indebtedness payable from taxes and assessments that may be levied within the District prepared by Psomas and dated as of June 1,2006 (the "Debt Report"). The Debt Report is included for general information purposes only. In certain cases, the percentages of debt calculations are based on assessed values, which will change significantly as development occurs and assessed values increase to reflect building values. The District believes the information is current as of its date, but makes no representation as to its completeness or accuracy. Other public agencies, such as the City, may issue additional indebtedness at any time, without the consent or approval of the District or the Authority. See"- (lverlapping Community Facilities and Assessment Districts" below. The DebtReport generally includes long term obligations sold in the public credit markets by public agencies whose boundaries overlap the boundaries of the District in whole or in part. Such long term obligations generally are not payable from property taxes, assessment or special taxes on land in the District. In many cases long term obligations issued by a public agency are payable only from the general fund or other revenues of such public agency. Additional indebtedness could be authorized by the District, the City or other public agencies at any time. 35 The District has not undertaken to commission annual appraisals of the market value of property in the District for purposes of its Annual Reports pursuant to the Continuing Disclosure Agreement, and information regarding property values for purposes of a direct and overlapping debt analysis which may be contained in such reports will be based on assessed values as determined by the County Assessor. See APPENDLX E hereto for the form of the Continuing Disclosure Agreement. 36 Ta ble 5 Temecula Public Finance Authority Community Facilities District No. 01-2 Secured Pronertv Tax Roll and Direct and OverlanniO!, Deht ASSESSED VALUE Fi~cal Year 2()()5-06 Secured Roll A~~e~~eJ Valuation SECURED PROPERTY TAX ROLL Desoiption ofTm: Bill uenenll purpo~e Temecula Unified School District Metropolitan Water Debt Service EMVVD U-8 Debt Service RCWD R Div Debt Service R&T Code 482 Penalty A~nt NPDES - Santa Margarita Temecula ParksiLighting Svs. Temecula Re~iJential Street Light~ Temecula Perimeter LanJ~caping Temecula Tra~iRecyc1ing Temecula Weed Abatement Rancho Ca Water Fire Service MWD Standby EMVVD Standby-Combined Charge CFD 03-06 lHarveston III CFD 01-2 (Harve~ton) Special Tax B CFD 01-2 (Harve~ton) Special Tax A Fiscal Year 2005-06 Total Propn1y Tm: Liability Tvpe f% GO GO GO GO SPL SPL CSD CSD CSD CSD SPL SPL W1R W1R CFD CFD CFD Total Parcels Levied ;SOY,:S:Sl 39,783 430,515 3L403 33.466 6.(l60 59,242 28,098 23Jl98 I1J)60 23.334 59 1.354 209,944 212,481 693 995 644 Total Levv $1, IO:S,046,.:I.:I) $4,321,348 $5,247,282 $1.173,671 $llU57,895 $1.734.923 $401,183 $3,014,973 $593,157 $1.268.186 $4,454,927 $28,280 $152,719 $2,733,248 $4,505,616 $355,573 $199.352 $765,604 LAND SECURED BOND INDEBTEDNESS TOTAL PROPERTY TAX AS A PERCENTAGE OF FISCAL YEAR 2005-06 ASSESSED VALUATION Outstrmdinp- TJ;rpr! and Ovprlrmn;IW Rondpd TJpht CFD 03-06 (Harveston 11) CFD 01-2 (Harveston) Special Tax NIl Total Land Secured Bonded Deb!"' Authorized Direct alld Overlappinf{ Bonded Debt Cl< U ().:I-()6 (Harve~ton 11) CFD 01-2 (Harve~ton) Special Tax A Total Land Secured Bonded Deb!"' TYJ2f' J.uIJPd tJJJfstrl11dinq- CFD $4,S45,000 $4,S45,000 CFD $17,310,000 $17,310,000 Tvve Authorized Unissued Cl<U :1)),)lH),l)lH) :1)6)),lH)() CFD $19,810,000 $2,5()(),()()() TOTAL OUTSTANDING AND UNISSUED LAND SECURED BONDED INDEBTEDNESS GENERAL OBLIGA nON BOND INDEBTEDNESS Outstallding Direct and Overlappinf{ Bonded Debt Tvve 1emeCUla UmIletl ::::iCllOOI UI~trJCt Lii,) EMVVD U-8 Debt Service GO RCWD R Div Debt Service GO Metropolitan Water Debt Service GO Total General Obligation Bonded Debt'l' >4 IJthor;zpd TJ;n>r! and Ovprlrmn;np- Rondpd TJpht TvnP lemecula Umtled ~chool Ulstnct W EMVVD U-8 Debt Service GO RCWD R Div Debt Service GO Metropolitan Water Debt Service GO Total General Obligation Bonded Debt'll Issued(41 :1)6),lH)(!,(HH) $16,000,000 $130,932,007 $850,000,000 >4 IJthorizpd31 $6),UUU,UUU $16,000,000 $130,932,007 $850,000,000 $301,942,358 Parcels Levied % inCFD Applicable Levv Amount YY6 n.116% $.:I,l)lO,/.:I:S - 996 2.297~'o $99,264 996 0.402% $21.075 996 2.822%) $33.118 996 5.232%) $541.972 2 0.055%) $961 380 0.319% $1,280 992 2.751% $82,936 958 4.148%) $24,601 958 7.554%) $95,800 309 1.324%) $58,994 309 2.122%) $600 17 3.378%) $5,158 972 0.305% $8.343 779 0.260% $11.707 686 99.600% $354,152 995 1 ()().()()O%) $199.352 644 1 ()().()()O%) $765,604 $5,315,656 1.76%) Parcels Levied 00 Amount of ;nr'FTJ >4nnlirahlp TJpht 6"6 99.600% $4,S25,636 644 100.000% $17,310,000 $:2:2,1.:1),6.:16' Parcels Levied % Amount of inCFD Applicable Debt b'b ';J';J.6l)()% :1)6)L,.:I(O;L 644 1 ()().()()O%) $2,5()(),()()() $3,152,382 $20,462,38 2 Parcels Levied % Outstandinf{(41 inCFD Applicable :1)46.4(o;),lHH) YYb L.L';JIV/o $7,975,000 996 2.822%) $111.476,729 996 5.232%) $419,390,000 996 0.018% Parcels Levied % rrn;ssIJpd"1 ;nr'FTJ >4nnlirahlp >U YY6 :l.J91~'o $0 996 2.822% $11 996 5.232%) $11 996 0.018%) TOTAL OUTSTANDING AND UNISSUED LAND SECURED BONDED INDEBTEDNESS TOTAL OF ALL OUTSTANDING. DIRECT AND OVERLAPPING DEBT TOTAL OF ALL OUTSTANDING AND UNISSUED DIRECT AND OVERLAPPING DEBT 37 Amount of Debt :1)l,()61,1(O;';J $225,035 $5,832,963 $77,111 $7,202,S9S Amount of TJpht >u $0 $11 $11 $11 $20,462,382 $24,512,898 $27,665,280 (I! Includes outstanding bonds prior to issuance ofthe 2006 Bonds. Ie) Additional bonded debt or available bond authorization may exist but is not shown because a ta.'\: was not levied for the referenced fiscal year. Ij) Although the proceeding for the formation of the District authorized $25,000,000 of Bond.;;, the District covenanted in the Bond Indenture relating to the issuance ofthe CFD No 03-6 Bonds to limit the total authorized issuance to $19,810,000 However, the principal aIllOlmt of the refimding bond.;; may exceed $19,810,000 In the Indenture, the District has covenanted not to issue parity senior bonds except for refimding purposes. 14) Data provided by issuing agency as of September 2005 Source: Psornas. Estimated Value-to-Lien Ratios and Estimated Special Tax Allocation by Property Ownership Thevalues, direct and overlapping debt and total tax burden on individual parcels varies amongparcels within the District. The value of individual parcels is significant because in the event of a delinquency in the payment of Special Taxes, the District may foreclose only against delinquent parcels. As of May 8, 2006, the parcels in the District have an appraised value-to-lien ratio of approximately 24.33: 1', calculated with respect to the 2006 Bonds and including $4,S25,636 of the $4,S45, 000 aggregate principal amount of the special tCL\" bonds issued by Community Facilities District No. 03-6 (Harveston ll). which overlaps onlv a portion of the District Basedon ownership information as ofthe [May 8,] 2006 date of value of the Appraisal, approximately [ ]% of the estimated Special Taxes in Fiscal Year 2006-07 were payable by the Merchant Builders and other major property owners. Table 6 show the amount ofthe Special Tax for which the Taxable Property within the District would be responsible and the percentage ofthe estimated total amount ofthe Special Tax for Fiscal Year 2006-07. Table 6 presents the amounts based on the current Developed and Undeveloped Property allocation. There can be no assurance that Merchant Builders who have not closed escrow on their lots within the District will do so at the times indicated or at all. Actual amounts levied in the District in Fiscal Year 2006-07 for the 2006 Bonds and thereafter will differ based on actual sales by Merchant Builders to home buyers. The Special Tax in Fiscal Year 2006-07 will be calculated pursuant to the Rate and Method based on the parcel configuration at such time as needed to levy the Special Tax Requirement for the 2006 Bonds andadrninistrative expenses ofthe District. Developmentis expected to continue as the five merchant builders continue to build and sell houses in their active projects. lPreliminary, subject to change. 38 Table 6 below sets forth the allocation of Special Taxes based on Developed Property and Undeveloped Property categorization as of April 1, 2006, the date prior to which a building permit must be issued to be categorized as Developed Property under the Rate and Method and the value-to-lien analysis for the District as of the May 8, 2006 date of value of the Appraisal: Record OwnerDer ADDraisatr, Phase 1'" Hc,m~c,wn~r::; Phase2and2B ,. frpy::;tCll~ Hc,m~:; and LEN-Inland, LU'(4, Wl1h:;IjjLY'AjH'Ajj~s,II1'-" Li11llarHc,m~:j.6" 'pyst<Aj~H'_'lIjd7) :-:llh:;tantially' 'wn~r' ""~lpi~d ,:1 '_"_'IIJpld~d l1'Ajj~ '_"'1l1~d by PLC H:;I'1'~sb_'l1 LU 'I,. 'hri:;tc,phi'l' Hc,m~:; I :-:llhtc,tal Pha:;~ Z Phase2B A,'a"ia ,. 'r~dit Flmd w_A LV '- M~ritag~ H'Ajj~S ,_,I '~~hl'_'nll~, IB<-' A'_'~'_'l~ '~r~dlt FUlld~" ALLC M~nb~~ Hcrn~:;,-,f"'alifc,mia,In,' SubbA~l Pl1~s~ 2E Phase 3 and (Jther Properties J:v[1N H'_'USllj~ p:;rtl1~rs III Lp."" Tl1~M'-'fl;:;l1'}n)up T~m~,~da R~tiri1lli1lt R ~:;id~n,'~ Haf1,~:;tc,nLL'" Wllj,_'l1~sI:~r H1l1s I, LLC Subt,A:;l Pl1:;s~ 3 :jJjd ')t1j~r Fr'_)p~rtl~s >!Preliminary, ~ubject to change. Nekrhborhood Varic'll:; A:;hvill;i" S:;V:;llll:;j-j" AJlhlllllLane"" S:;us:;ht<J" Waldi'll'O', '~I1:;rld:<_'l1 AJ-,~rd~i'll R~Sld~l1l1~l L~l1'1"') '~~p~ M~y Ap:;rtljj~l1tS R~tir~m~nt R ~:;id~n,'~ Slt~ "'-,mmi'l'"ial:-:it~j W~k'-,m~ "'~nti'l' '~'-'lIlljj"'E'l~l A'_'f'O~~~ Slt~ , .'thi'l'TTnd~v~j,-1,~d Pr'-'p~rty'l") IJ~v~k1-'~d "''-,mmi'l'"iar'l'' Table 6 Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) Fiscal Year 2006-07 Allocation Based on Developed and Undeveloped Property" Special Tax Allocation As of April 1, 2006 and by Appraiser's Categories and Record Owner As of May 8, 2006 Number ill Unitso', Acreage'''' Estimated FY 200607 Developed AS.Signed,.,." SoeClalTax ill Allocation Estimated FY 2006-07 Undeveloped SoecialTax' Percentage Estimated Total SoecialTax' 44", t'J,7t'J $",,",":-:111111 $111111 $"""''':-:111111 4", 4:-~io "41 $4t'J,111111111 $',t'J21 $4",t'J,1 421% 111)2 $I}I)I) $7,3t;3~:<< $7,3t;3~:<< IJt;2~'" 112, $"',72"111 $111111 $"',72"111 7"",% 1322 $llt;,7::<t;')I) $I}I)I) $11t;,7::<t;')I) ~:;. ~:il ~'" ill.!.!. $n"",J21111 ~ ~1,"",PIIII ~ -'11:-: $'''t'J,11,1 1111 $111,"'-'" $4117,111t'J , ,4",,% ~:;":::7 $22,5 ~:;'t; 1)1) $4,7444~:;' $27, 341} 4~:;' 2 3 2~'" ~ ~ ~ '1:,'_'''''''7'' l..ll..li 21}25 $57,1)3t;')I) $~:;',2 ~:;'5 1~:;' $t;td31.1~:;' 5 t;3~'" t;':< ~:;'2 $I}I)I) $4t;, 1)54 ~:;'7 $4t;, 1)54 ~:;'7 3. ~:;'1 ~'" 152t; $t;'),I)I)I}I)I) $I}I)I) $t;'),I)I)I}I)I) 5. I)~:;'~'" 22" $111111 $1:,,1I2t'J $1:,,1I2t'J 111,% 24", $111111 $1,t'J,7 1:-: $1,t'J,7 1 1114% 111}lt; $I}I)I) $44, ~:;'1 ~:;. t; 1 $44, ~:;'1 ~:;. t; 1 3. :<1 ~'" 14 $111111 $'.4,474 $'.4,474 112"% .....1..22. ~11 " <14 ~IJ IJIJ ~11 ~7'-< 1.1 I}~:;'::<% 21)t;11 $71,57::< 14 $~'i7, 57 t; 7 t; $1 t;~:;', 154 ~:;'I) 14 3 5~'" 11' It;2 11" 11)~:;' ..:::l ","t'J 11)t; ~ 1 ~:;'1 3::<2 31)1) 11", 7 ~:;'7 39 Total Overlapping Appraised 2006 Land Secured Vahle" Bonds Debt'" TotalLien $211\'1111,'11111 $:-:,11",4,"''':-: ,,, $:-:,11"4,"''':-: $24,- -"1,'11111 $74",,-' $4t'Jt'J,4t4 $1,212,,22 $1:::,541),1)1)1) $lliJ,t;tA $t;t;':<,737 $7 7~:;',41)1 $4",,,,11111111 $1,411:-:,4""1 $4"1,2,2 $1,-:"",t'J;-;2 $47,751),1)1)1) $1,755,1)3t; $44~:;', ~:;'52 $2,2 1)4, ~:;.::<,-< ~4t'Jnllllllll $211"t'J",",:-; $<:-:<"1)4 $24:-:114t'J2 $1:-:<,,711,111111 $t'J,1lt'J, ,t'J", $2,4t'J11,2:-:" $:-:, ,7t'J,-'" $1 ~:;',~:;'11), 1)1)1) $4liJ, <t;7 $437,5t;':< $::q::<,43t; '1:17"""""", ~ ~ ~ $37,:<t;'),I)I)I) $~:;'~:;'t;,:<1 1 $7 <>:<,44::< $1,7::<5,2t;1 $t;3,351),I)I)I) $t;~:;'2 ,11)5 $1,57t;, <~:;'7 $2 ,2 t;~:;' ,1)1)2 $2~:;', 71)1), 1)1)1) $~:;'1)1 ,t;t;':< $') $~:;'1)1 ,t;t;,:, $",11111111 $22,""t'J ,,, $22,""t'J $2,111111,111111 $24,t'J11, ,,, $24,w, $2t;,I)I)I),I)I)I) $t;75,1)43 $') $t;75,1)43 N/A $",J,t'J17 ,,, $",J,t'J17 HIA ~1r; ':;":)4 ~IJ ~1r; ':;":;'4 $1 2 1, ~:;.:)) ,1)1)1) $2,542,I)2t; $1,57t;, <~:;'7 $4,11 ::<,~:;'Z3 Value-to- Lien Ratio' 2",4",1 211",21 23. 7~:;' .1 241:-:1 21t;t;1 1:-:t'J",1 23.47.1 1"1t'J1 Z7 ~:;'2 1 32. ~:;'4. 1 411441 -'12"1 __52.1 N/A ---1iL6. Totals Z,I12" ,4:-:ZII $1,11c,11,c,Z",14 $117,-',77'-' $1,17:-:,4:-:Z"Z 111111111% $">4:-:,2211,111111 $17,7111,111111 $4, ,c"c, $22:"\c,,c, Z4"1 m As provided by the Appraiser. Ba~ed on building permit~ i~~ued, A~~e~~or'~ record~, and development ~tatu~ a~ of April 1 , 2006. E~1imate only. See Table 5 Direct and Overlapping Debt Report. Exclude~ General Obligation BondIndebtedne~~. Additional bonded debt may exi~t but i~ not ~own becau~e a tax wa~ not levied for the referencedfi~cal year. The Ashville project includes 43 units owned by homeowners as record owner with an estimated Fiscal Year 2006-07 Developed Assigned Special Tax of $_ representing approximately _ ~';, of Special Tax Allocation. 77 building permits have been issued for the SavalUla project however pursuant to the Rate and Method of Apportiomnent and Assessor's records as of April 1, 2006, this project is classified as Undeveloped. The Auburn Lane project include~ 109 unit~ owned by homeowner~ a~ record owner with an e~timated Fi~cal Year 2006-07 Developed A~,agned Special Tax of $ repre~enting approximately ~'o of Special Tax Allocation. The Sausalito prQi ect includes 109 units owned by homeowners as record owner with an estimated Fiscal Year 2006-07 Developed Assigned Special Tax of $_ representing approximately _~';, of Special Tax Allocation. The Walden project includes 92 units owned by homeowners as record owner with an estimated Fiscal Year 2006-07 Developed Assigned Special Tax of $_ representing approximately _ ~';, of Special Tax Allocation. 18 building permit~ have been i~~lIed for the MW Hou,ang Partner~ II L.P /LelUlar Home~ prQiect however pur~lIant to the Rate and Method of Apportionment and A~~e~~or'~ record~ a~ of April 1, 2006, thi~ project i~ cla~~ified a~ Undeveloped Property. Pur~uant to the Rate andMethod of Apportiomnent, the~e propertie~ are cla~~ified a~ Undeveloped Property. However, they are generally e:\..pected to be exempted from the ~pecial tax levy in the future a~~uming the property become~ Property Owner A~~ociation Property. For putpo~e~ of the Apprai~al, approximately 1.59 acre~ are included a~ part of the Conunercial Acreage ,ate and are expected to be ~lIQiect to the Special Tax. (1.59 plu~ 110.16 equal~ the 111.75 acres for the conunercial acreage site referenced in the Appraisal). 1111 The 1.89 acre developed commercial site is a child care facility. The parcel was not included among the parcels appraised by the Appraiser. ,'c) '" '" '" ,l) ,'0) 1"1 ,w 40 Overlapping Community Facilities and Assessment Districts Ccmmunity Facilities District No. 03-6 (Harveston n!. Community Facilities District No. 03-6 (Harveston II), which includes Phases 2, 2B and 3 of the District, levies a special tax which is pledged to Community Facilities District No. 03-6 for bonds it issued in 2004. Such bonds were issued in the aggregate principal amountof$4,845,000. The allocation of such bonds to the property within the District is approximately $4,825,636. There are seven parcels included within Community Facilities District No. 03-6 which are not within the boundaries of the District. Additional Debt Payable from T{L\"es or Assessments. The District has no control over the amount of additional debt payable from taxes or assessments levied on all or a portion of the property within a special district which may be incurred in the future by other govemmental agencies, including, but not limited to, the County, the City or any other governmental agency having jurisdiction over all or a portion ofthepropertywithin the District. Furthermore, nothing prevents the owners of property within the District from consenting to the issuance of additional debt by other governmental agencies which would be secured by taxes or assessments on a parity with the Special Taxes. To the extent such indebtedness is payable from assessments, other special taxes levied pursuant to the Act or taxes, such assessments, special taxes and taxes will be secured by liens on the property within a district on a parity with a lien of the Special Taxes. Accordingly, the debt on the property within the District could increase, without any corresponding increase in the value of the property therein, and thereby severely reduce the ratio that exists at the time the 2006 Bonds are issued between the value of the property and the debt secured by the Special Taxes and other taxes and assessments which may be levied on such property. The incurring of such additional indebtedness could also affectthe ability and willingness ofthe property owners within the District to pay the Special Taxes when due. Moreover, in the event of a delinquency in the payment of Special Taxes, no assurance can be given that the proceeds of any foreclosure sale of the property with delinquent Special Taxes would be sufficient to pay the delinquent Special Taxes. See "BONDOWNERS' RISKS." Other Overlapping Direct Assessments Aletropolitan FVater District Standby. Property within the District is subject to a Metropolitan Water District Standby ("MWD Standby") assessment. The MWD Standby assessment is fixed unless there is a vote to increase the assessment. This pay-as-you-go assessment is used for water conservation programs, emergency programs, water treatment and capital improvements such as transporting water from Colorado and Northern California to Southern California. The assessment levied for Fiscal Year 2006-07 was $[6.94] per equivalent dwelling unit. Estimated Assessed Value-to-Lien Ratios The assessed values, direct and overlapping debt and total tax burden on individual parcels varies among parcels within the District. The value of individual parcels is significant because in the event of a delinquency in the payment of Special Taxes, the District may foreclose only against delinquent parcels. Based on the Fiscal Year 2005-06 assessed value of approximately $30 1,942,35 8, the parcels in the District have an assessed value- to-lien ratio of approximately 13.4: l' taking into account outstanding direct and overlapping bonded debt. Appraised Property Value An appraisal prepared by an MAl appraiser of the land and existing improvements for the development within the District, dated February 3, 2006, as supplemented by a Supplemental Report dated May 11, 2006 (collectively, the "Appraisal"), has been prepared by Stephen G. White, MAl of Fullerton, California (the "Appraiser") in connection with issuance of the 2006 Bonds. The purpose of the Appraisal was to estimate the aggregate minimum market value of the "as is" condition of all of the taxable property, as segregated by property type, separated tracts of homes and! or ownership. It is noted that valuation of the completed-sold homes for the built -out tracts is based on the most recent sale price for each home (original builder sale or more recent sale), or the assessed value where a sale price was not available. The Appraisal also reflects the proposed public bond financing, with the tax rates to the homeowners of up to approximately 1.9%, including special taxes. *Preliminary, subject to change. 41 The Appraisal is based on certain assumptions and limiting conditions. Subjectto these assumptions and limiting conditions, the Appraiser estimated that the fee simple minimum market value of the Taxable Property within the District (subject to the lien of the Special Taxes) as of January 15, 2006, was as follows: Built Out Tracts - Phase 1 Owner Occupied Owner Occupied Owner Occupied Owner Occupied Owner Occupied Subtotal Tracts lmder Construction -Phases 2 and 2B Greystone Hornes(ll William Lyon Homes, Inc. Lennar Homes Greystone Homes Substantially Owner Occupied (1 completed home owned by PLC Harveston LLC/Christopher Homes) Acacia Credit FlUld 9-A LLC - Meritage Homes of California, Inc. Acacia Credit FlUld 9-A LLC Meritage Homes of California, IncYl Subtotal Other Properties (11 - Phase 1 and 3 MW Housing Partners III L.P The Morgan Group Ternecula Retirement Residence Harveston LLC Winchester Hills L LLC Subtotal: Total No. of No of Completed-Sold Horne Homes as of Minimum Tract Name Sites/Units May 8,2006 Market Value Sherbourne 70 70 $ 32,330,000 Wells1ey 70 70 34,040,000 Easton Place 88 88 36,170,000 Lake Front Cottages 139 139 58,430,000 Chatham ..n. ..n. 44.040.000 445 445 $205,010,000 A<;hville 113 Savannah 162 Auburn Lane 119 Sausalito 109 Walden 93 Charleston 106 Aberdeen ~ 787 43 o 109 109 92 $24,880,000 18,540,000 45,930,000 47,750,000 46,270,000 o 19,910,000 --1 179,0000 356 $221,230,000 No.ofDU or Acres Residential Land 382 DU 300 DU 2.29 ac. 2.45 ac. 111 75 ac. $ 63,350,000 29,700,000 930,000 2,000,000 26,000,000 $121,980,000 Cape May Apartments Retirement Residence Site Commercial Site/Welcome Center 12) Phase 3 - Commercial Acreage Site (1) 53 lots are subject to an option agreement between Greystone Homes and LEN-Inland, LLC. (2) The 85 home sites excludes 7 home sites which are not within the bonndaries of the District. $548,220,000 Thefee simple minimum market value includes thevalue of completed-sold homes, completed-unsold homes, homes under construction, vacant residential lots and acreage of the vacant retirement residence site, the commercial site with the welcome center and the vacant commercial acreage. The minimum market values reported in the Appraisal result in an estimated overall value-to-lien ratio of approximately 24.33: 1', calculated with respect to the 2006Bonds and including 4, S25, 636 of the $4,S45, 000 special tCL\" bonds issued by C ommun ity Facilities District No. 03-6 (Harveston]]). The value-to-lien ratios of individual parcels will differ from the foregoing aggregate value-to-lien ratio. See" Estimated V alue-to-Lien Ratios and Estimated Special Tax *Preliminary, subject to change. 42 Allocation by Property Ownership" and Table 6 "Allocation Based on Developed and Undeveloped Property - Special Tax Allocation by Appraiser's Categories." See "B( lND( lWNERS' RISKS - Appraised Values"and "B( lND( lWNERS' RISKS - Burden of Parity Liens, Taxes and (lther Special Assessments on the Taxable Property" herein and APPENDLX C "Supplemental Report and Summary Appraisal Report" appended hereto for further information on the Appraisal and for limiting conditions relating to the Appraisal. For the built-out tracts, the minimum market values are based on the most recent sales prices for each home or the current assessed value for the homes where the sale price information was not available. Most of the sale prices are from the original builder sales which took place from late 2003 through late 2005, but some of the prices reflect more recent resales of the homes where those have occurred. For the tracts under construction and the other properties, a sales comparison approach is used to estimate the value of the completed-sold homes (including models), considering the prior sale prices together with the current home pricing for the tract. For the homes under construction, a simplified cost approach is used, in which the value is based on a conservative estimate of costs expended plus the estimated value of the vacant lot as if in finished condition. The sales comparison approach is used to estimate the value of the vacant lots, as if in a finished lot condition, based upon recent sales of residential land or bulk lots from the general area in comparison to the subjectproperty. Lastly, a deduction is made for the estimated remaining costs to the builder to get all of the lots from the as is condition to finished lots. TheAuthority and the District, make no representation as to the accuracy or completeness of the Appraisal. See Appendix C hereto for more information relating to the Appraisal. BONDOWNERS' RISKS In addition to the other information contained in th is Official Statement, the follow ingrisk fllctors should be carefilily considered in evaluating the investment quality of the 2006 Bonds. The Authority cautions prospective investors that this discussion does notpurport to be comprehensive or definitive. the riskfixtors are listed in no particular order of importance. and does not purport to be a complete statement of all factors which may be considered as risks in evaluating the credit quality of the 2006 Bonds. The occurrence of one or more of the events discussed herein could adverselyafJect the ability or willingness of property owners in the District to pay their Special Taxes when due. Any suchfililure to pay Special Taxes could result in the inability of the Authority to make filii and punctual pavments of debt service on the 2006 Bonds. In addition, the occurrence of one or more of the events discussed 7wrein could adversely eifJect the value of the property in the District. Risks of Real Estate Secured Investments Generally The Bondowners will be subject to the risks generally incident to an investment secured by real estate, including, without limitation, (i) adverse changes in local market conditions, such as changes in the market value of real property in the vicinity of the District, the supply of or demand for competitive properties in such area, and the market value of residential property and/ or sites in the event of sale or foreclosure; (ii) changes in real estate tax rate and other operating expenses, govemmental rules (including, without limitation, zoning laws and laws relating to endangered species and hazardous materials) and fiscal policies; and (iii) natural disasters (including, without limitation, earthquakes, wildfires and floods), which may result in uninsured losses. Concentration of Ownership For Fiscal Year 2006-07 based on the property ownership as of the May 8, 2006 date of value of the Appraisal, Harveston, LLC, LEN-Inland, LLC, the Merchant Builders, MW Housing Partners, The Morgan Group, Temecula Retirement Residence, and Winchester Hills I, LLC are responsible for approximately [ percent ( 00)] the Special Taxes. If any such entity fails in its obligations under the applicable agreements or if any such entity is unwilling or unable to pay the Special Tax when due, a potential shortfall in the Bond Fund could occur, which would result in the depletion of the Senior Subaccount within the Reserve Fund or the Subordinate Subaccount within the Reserve Fund or a draw on the reserve surety prior to reimbursement from the resale of foreclosed property or payment of the delinquent Special Taxes and, consequently, a delay or failure in payments of the principal of or interest on the 2006 Bonds. No property owner is obligated in any manner to continue to own and/or develop any of the land it presently owns within the District. The Special Taxes are not a personal obligation of Harveston, LLC, LEN- 43 Inland, LLC, any Merchant Builder, The Morgan Group and MW Housing Partners or of any owner of the parcels, and the District can offer no assurance that any current owner or any future owner will be financially able to pay such installments or that it will choose to pay even if financially able to do so. Adjustable Rate and Unconventional Mortgage Structures Since the end of 2002, many persons have financed the purchase of new homes using loans with little or no down payment and with adjustable interest rates that start low and are subjectto being reset at higher rates on a specified date or upon the occurrence of specified conditions. Many of these loans allow the borrower to pay interest only for an initial period, in some cases up to 10 years. Currently, in Southern California, a substantial portion of outstanding home loans are adjustable rate loans at historically low interest rates. In the opinion of some economists, the significant increase in home prices in this time period has been driven, in part, by the ability of home purchasers to access adjustable rate and non-conventional loans. These economists predict that as interest rates on new loans increase and as the interest rates on existing adjustable rate loans are reset (and payments are increased), there will be a decrease in home sales due to the inability of purchasers to qualify for loans with higher interest rates. They further predict that such a decrease in home sales will, eventually, result in a decrease in home prices. Some economists are concerned that such a reduction in home prices will result inrecenthomebuyers having loan balances that exceed the value of their homes, given their low down payments and small amount of equity in their homes. Homeowners in the District who purchase their homes with adjustable rate and non-conventional loans with no or low down payments may experience difficulty in making their loan payments due to automatic mortgage rate increases and rising interest rates and should homeowners in the District have loan balances that exceed the value oftheir homes, those homeowners may choose not to make their loan payments even if they are able to. This could result in an increase in the Special Tax delinquency rate in the District and draws on a Reserve Fund or reserve surety. If there were significant delinquencies in Special Tax collections in the District and the Senior Subaccount or'Subordinate Subaccount within the Reserve Fund was fully depleted, there could be a default in the payment of principal of and interest on the applicable 2006 Bonds. Some economists have also predicted that, as mortgage loan defaults increase, bankruptcy filing by such homeowners are also likely to increase. Bankruptcy filings by homeowners with delinquent Special Taxes would delay the commencement and completion of foreclosure proceedings to collect delinquent Special Taxes. See "SPECIAL RISK FACT< lRS - Bankruptcy and Foreclosure Delay" below. Failure to Develop Properties Development of property within the District may be subject to economic considerations and unexpected delays, disruptions and changes which may affect the willingness and ability of Harveston, LLC, LEN-Inland, LLC, the Merchant Builders, MW Housing Partuers III L.P., The Morgan Group, the Temecula Retirement Residence, Winchester Hills I, LLC or any property owner to pay the Special Taxes when due. Land development is also subject to comprehensive federal, State and local regnlations. Approval is required from various agencies in connection with the layout and design of developments, the nature and extent of improvements, construction activity, land use, zoning, school and health requirements, as well as numerous other matters. Grading is currently underway on the northerly or first phase of development. See " Govemment Approvals" below. It is possible that the approvals necessary to complete development of the property within the District will not be obtained on a timely basis. Failure to obtain any such approval could adversely affect land development operations within the District. In addition, there is a risk that future governmental restrictions on land development within the District will be enacted, either directly by a governmental entity with jurisdiction or by the voters through the exercise of the initiative power. Thefailure to complete the development or the required infrastructure in the District or substantial delays in the completion of the development or the required infrastructure for the development due to litigation, the inability to obtain required funding, failure to obtain necessary governmental approval or other causes may reduce the value of the property within the District and increase the length of time during which Special Taxes will be payable from Undeveloped Property, and may affect the willingness and ability of the owners of property within the District to pay the Special Taxes when due. See "SECURITY FOR THE 2006 BONDS." 44 Bondowners should assume that any event that significantly impacts the ability to develop land in the District would cause the property values within the District to decrease and could affect the willingness and ability of the owners of land within the District to pay the Special Taxes when due. Special Taxes Are Not Personal Obligations The owners of land within the District are not personally liable for the payment of the Special Taxes. Rather, the Special Tax is an obligation only of the property within the District. If the value of the property within the District is not sufficient to fully secure the Special Tax, then the District has no recourse against the owners under the laws by which the Special Tax has been levied and the 2006 Bonds have been issued. The 2006 Bonds Are Limited Obligations of the District The District has no obligation to pay principal of and interest on the 2006 Bonds in the event Special Tax collections are delinquent, other than from amounts, if any, on deposit in certain funds and accounts held under the Fiscal Agent Agreement, or funds derived from the tax sale or foreclosure and sale of parcels on which levies of the Special Tax are delinquent, nor is the District obligated to advance funds to pay such debt service on the 2006 Bonds. Appraised Values The Appraisal summarized in Appendix C hereto estimates the fee simple interestminimummarketvalue of the Taxable Property within the District. This value is merely the present opinion of the Appraiser, and is qualified by the Appraiser as stated in the Appraisal. The Authority has not sought the present opinion of any other appraiser of the value ofthe TaxableProperty. A different present opinion of such value miglit be rendered by a different appraiser. The opinion of value relates to sale by a willing sellerto a willing buyer, each having similar information and neither being forced by other circumstances to sell nor to buy. Consequently, the opinion is of limited use in predicting the selling price at a foreclosure sale, because the sale is forced and the buyer may not have the benefit of full information. In addition, the opinion is a present opinion. It is based upon present facts and circumstances. Differing facts and circumstances may lead to differing opinions of value. The appraised minimum market value is not evidence of future value because future facts and circumstances may differ significantly from the present. No assurance can be given that if any of the Taxable Property in the District should become delinquent in the payment of Special Taxes, and be foreclosed upon, that such property could be sold for the amount of estimated market value thereof contained in the Appraisal. Land Development A major risk to the Bondowners is that development by the property owners in the District may be subject to unexpected delays, disruptions and changes which may affect the willingness and ability of the property owners to pay Special Taxes when due. For example, proposed development within a portion of the District could be adversely affected by delays in or the inability to obtain final environmental clearances required in connection with particular parcels of property, delays in or the inability to complete off-site public improvements within the times required by the First, Second and Third Operating Memoranda, unfavorable economic conditions, competing development projects, an inability of the current owners or future owners of the parcels to obtain financing, fluctuations in the real estate market or interest rates, unexpected increases in development costs, changes in federal, State or local governmental policies relating to the ownership of real estate, faster than expected depletion of existing water allocations, the appearance of previously unknown environmental impacts necessitating preparation of a supplemental environmental impact report, and by other similar factors. There can be no assurance that land development operations within the District will not be adversely affected by the factors described above. In addition, partially developed land is less valuable than developed land and provides less security for the 2006 Bonds (and therefore to the Bondowners) should it be necessary for the District to foreclose on partially developed property due to the nonpayment of Special Taxes. Moreover, failure to complete future development 45 ona timely basis could adversely affect the land values of those parcels which have been completed. Lower land values result in less security for the payment of principal of and interest on the 2006 Bonds and lower proceeds from any foreclosure sale necessitated by delinquencies in the payment of the Special Taxes. Furthermore, an inability to develop the land within the District as planned will reduce the expected diversity of ownership of land within the District, making the payment of debt service on the 2006 Bonds more dependent upon timely payment of the Special Taxes levied on the undeveloped property. Because of the concentration of undeveloped property ownership, the timely payment of the 2006 Bonds depends upon the willingness and ability of the current owners of undeveloped land and any home builders to whom finished lots are sold to pay the Special Taxes levied on the undeveloped land when due. Furthermore, continued concentration of ownership increases the potential negative impact of a bankruptcy or other financial difficulty experienced by the existing landowners. See" Concentration of Ownership" above. Burden of Parity Liens, Taxes and Other Special Assessments on the Taxable Property While the Special Taxes are secured by the Taxable Property, the security only extends to the value of such Taxable Property that is not subject to priority and parity liens and similar claims. The table in the section entitled "THE COMMUNITY FACILITIES DISTRICT Direct and Overlapping Debt" presents the presently outstanding amount of governmental obligations (with stated exclusions), thetax or assessment which is or may become an obligation of one or more of the parcels of Taxable Property, and furthermore states the additional amount of general obligation bonds the tax for which, if and when issued, may become an obligation of one or more of the parcels of Taxable Property. The table does not sflecifically identify which of the govemmental obligations are secured by liens on one or more of the parcels of Taxable Property. In addition, other govemmental obligations may be authorized and undertaken or issued in the future, the tax, assessment or charge for which may become an obligation of one or more of the parcels of Taxable Property and may be secured by a lien on a parity with the lien of the Special Tax securing the 2006 Bonds. In general, the Special Tax and all other taxes, assessments and charges collected on the County tax roll are on a parity, that is, are of equal priority. Questions of priority become significant when collection of one or more of the taxes, assessments or charges is sought by some other procedure, such as foreclosure and sale. In the event of proceedings to foreclose for delinquency of Special Taxes securing the 2006 Bonds, the Special Tax will be subordinate only to existing prior governmental liens, if any. Otherwise, in the event of such foreclosure proceedings, the Special Taxes will generally be on a parity with the other taxes, assessments and charges, and will share the proceeds of such foreclosure proceedings on a pro rata basis. Although the Special Taxes will generally have priority over non-governmental liens on a parcel of Taxable Property, regardless of whether the non-govemmentalliens were in existence at the time of the levy of the Special Tax or not, this result may not apply in the case of bankruptcy. While govemmental taxes, assessments and charges are a common claim against the value of a parcel ofTaxableProperty, other less common claims may be relevant. (lne of the most serious in terms ofthe potential reduction in the value that maybe realized topay the Special Tax is a claim with regard to a hazardous substance. See" Hazardous Substances" below. Disclosure to Future Purchasers The District recorded a Notice of the Special Tax lien in the Office of the Riverside County Recorder on May 15,2002, as Document No. 2002-254462. While title companies normally refer to such notices in title reports, there can be no gnarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider such Special Tax obligation in the purchase of a parcel of land or a home in the District or the lending of money thereon. The Act requires the subdivider (or its agent or representative) of a subdivision to notify a prospective purchaser or long-term lessor of any lot, parcel, or unit subject to a Mello-Roos special tax of the existence and maximum amount of such special tax using a statutorily prescribed form. California Civil Code Section 1102.6b requires that in the case of transfers other than those covered by the above requirement, the seller must at least make a good faith effort to notify the prospective purchaser of the special tax lien in a format prescribed by statute. Failure by an owner of the property to comply with the above 46 requirements, or failure by a purchaser or lessor to consider or understand the nature and existence of the Special Tax, could adversely affect the willingness and ability of the purchaser or lessor to pay the Special Tax when due. Government Approvals The current landowners or their predecessors have secured most discretionary approvals, permits and government entitlements necessary to develop the land within the District. Nevertheless, development within the District is contingent upon the construction of a number of major public improvements as well as the necessary local in-tract improvements. The installation of the necessary improvements and infrastructure is subject to the receipt of construction or building permits from the City and other public agencies. The failure to obtain any such approval could adversely affect construction within the District. A slow down or stoppage of the construction process could adversely affect land values. No assurance can be given that permits will be obtained in a timely fashion, if at all. The failure to do so may result in the prevention, or significant delays in the development of the property within the District or portions thereof. See" - Failure to Develop Properties" herein. Local, State and Federal Land Use Regulations There can be no assurance that land development operations within the District will not be adversely affected by future govemment policies, including, but not limited to, governmental policies which directly or indirectly restrict or control development. During the past several years, citizens of a number of local communities in California have placed measures on the ballot designed to control the rate of future development. Duringthe past several years, state and federalregnlatory agencies have significantly expanded their involvement in local land use matters through increased regnlatory enforcement of various environmental laws, including the Endangered Species Act, the Clean Water Act and the Clean Air Act, among others. Such regnlations can substantially impair the rate and amount of development without requiring just compensation unless the effect oftheregnlation is to deny all economic use of the affected property. Bondowners should assume that any event that significantly impacts the ability to construct homes on land in the District could cause the land values within the District to decrease substantially and could affect the willingness and ability of the owners ofland to pay the Special Taxes when due or to proceed with development of land in the District. See" - Failure to Develop Properties" herein. Endangered and Threatened Species It is illegal to harm or disturb any plants or animals in their habitat that have been listed as endangered species by the United States Fish & Wildlife Service under the Federal Endangered Species Act or by the California Department of Fish and Game ("CDFG") under the California Endangered Species Act without a permit. Thus, the presence of an endangered plant or animal could delay development of undeveloped property in the District or reduce the value of undeveloped property. Failure to develop the undeveloped property in the District as planned, or substantial delays in the completion of the planned development of the property may increase the amount of Special Taxes to be paid by the owners of undeveloped property and affect the willingness and ability of the owners of property within the District to pay the Special Taxes when due. See "THE C( lMMUNITY FACILITIES DISTRICT - Environmental Conditions." Hazardous Substances While governmental taxes, assessments, and charges are a common claim against the value of a taxed parcel, other less common claims may be relevant. (lne of the most serious in terms of the potential reduction in the value that may be realized to pay the Special Tax is a claim with regard to hazardous substances. In general, the owners and operators of parcels within the District may be required by law to remedy conditions of the parcels related to the releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, sometimes referred to as "CERCLA" or the "Superfund Act," is the most well-known and widely applicable of these laws, but California laws with regard to hazardous substances are also stringent and similar. Under many of these laws, the owner (or operator) is obligated to remedy a hazardous substances condition of a property whether or not the owner (or operator) has anything to dowith creating or handling the hazardous substance. The effect, therefore, should any parcel within the District be affected by a hazardous substance, would be to reduce the marketability and value of the parcel by the costs of remedying the condition, because the owner (or operator) is obligated to remedy the condition. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method 47 of handling or disposing of it. All of these possibilities could significantly affect the financial and legal ability of a property owner to develop the affected parcel or other parcels, as well as the value of the property that is realizable upon a delinquency and foreclosure. The appraised value of the property within the District does not take into account the possible reduction in marketability and value of any of the parcels of Taxable Property by reason of the possible liability of the owner (or operator) for the remedy of a hazardous substance condition of the parcel. The District has not independently verified and is not aware that the owner (or operator) of any of the parcels of Taxable Property has such a current liability with respect to any such parcels of Taxable Property, except as expressly noted. However, it is possible that such liabilities do currently exist and that the District is not aware of them. Further, it is possible that liabilities may arise in the future with respect to any of the parcels of Taxable Property resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently, on the parcel of a substance not presently classified as hazardous but which may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling or disposing of it. All of these possibilities could significantly affect the value of a parcel of Taxable Property that is realizable upon a delinquency. See "THE COMMUNITY FACILITIES DISTRICT Environmental Conditions" herein for a description of the prior use of the property. Levy and Collection of the Special Tax; Insufficiency of the Special Tax The principal source of payment of principal of and interest on the 2006 Bonds is the proceeds of the annual levy and collection of the Special Tax against property within the District. The annual levy of the Special Tax is subject to the maximum tax rates authorized. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and' collection of the Special Tax, together with other available funds, will not be sufficient to pay debt service on the 2006 Bonds. Other funds which might be available include funds derived from the payment of penalties on delinquent Special Taxes and funds derived from the tax sale or foreclosure and sale of parcels on which levies of the Special Tax are delinquent. The levy of the Special Tax will rarely, if ever, result in a uniform relationship between the value of particular taxed parcels and the amount of the levy of the Special Tax against such parcels. Thus, there will rarely, if ever, be a uniform relationship between the value of such parcels and the proportionate share of debt service on the 2006 Bonds, and certainly not a direct relationship. The Special Tax levied in any particular tax year on a parcel of Taxable Property is based upon the revenue needs and application of the Rate and Method. Application of the Rate and Method will, in turn, be dependent upon certain development factors with respect to each parcel of Taxable Property bycomparison with similar development factors with respect to the other parcels of Taxable Property within the District. Thus, in addition to annual variations of the revenue needs from the Special Tax, the following are some of the factors which might cause the levy of the Special Tax on any particular parcel of Taxable Property to vary from the Special Tax that might otherwise be expected: ( 1) Reduction in the number of parcels of Taxable Property, for such reasons as acquisition of parcels of Taxable Property by a govemment and failure of the government to pay the Special Tax based upon a claim of exemption or, in the case of the federal government or an agency thereof, immunity from taxation, thereby resulting in an increased tax burden on the remaining parcels of Taxable Property. (2) Failure of the owners of parcels of Taxable Property to pay the Special Tax and delays in the collection of or inability to collect the Special Tax by tax sale or foreclosure sale of the delinquent parcels, thereby resulting in an increased tax burden on the remaining parcels. Except as set forth above under "SECURITY F< lR THE 2006 B( lNDS - Special Taxes" and" - Rate and Method" herein, the Fiscal Agent Agreement provides that the Special Tax is to be collected in the same manner as ordinary ad valorem property taxes are collected and, except as provided in the special covenant for foreclosure described in "SECURITY F< lR THE 2006 B( lNDS - Proceeds of Foreclosure Sales" and in the Act, is subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is 48 provided for ad valorem property taxes. Pursuant to these procedures, if taxes are unpaid, the property is then is subject to sale by the District. In addition, the Rate and Method limits the increase of Special Taxes levied on parcels of Developed Property to cure delinquencies of other property owners in the District. See "SECURITY FOR THE 2006 B( lNDS - Rate and Method" herein. In the event that sales or foreclosures of property are necessary, there could be a delay in payments to owners of the 2006 Bonds pending such sales or the prosecution of foreclosure proceedings and receipt by the Authority of the proceeds of sale if the Senior Subaccount or the Subordinate Subaccount within the Reserve Fund is depleted. The Series B Bonds are subordinate to the Series ABonds, and in the event of delinquencies, the Series A Bonds would be paid and the Senior SubAccount of the Reserve Fund replenished before Series B Bonds are paid or the Subordinate Subaccount of the ReserveFund is replenished. See "SECURITY F< lR THE 2006 BONDS - Proceeds of Foreclosure Sales." Exem pt Properties Certain properties are exempt from the Special Tax in accordance with the Rate and Method (see "SECURITY FOR THE 2006 BONDS Rate and Method" herein). In addition, the Act provides that properties or entities of the state, federal or local govemment are exempt from the Special Tax; provided, however, that property within the District acquired by a public entity through a negotiated transaction or by gift or devise, which is not otherwise exempt from the Special Tax, will continue to be subject to the Special Tax. It is possible that property acquired by a public entity following a tax sale or foreclosure based upon failure to pay taxes could become exempt from the Special Tax. In addition, although the Act provides that if property subject to the Special Tax is acquired by a public entity through eminent domain proceedings, the obligation to pay the Special Tax with respect to that property is to be treated as if it were a special assessment, the constitutionality and operation of these provisIOns of ihe Act have not been tested, mealllng that such property could become exempt from the Special Tax. In the event that additional property is dedicated to the City or other public entities, this additional property might become exempt from the Special Tax. The Act further provides that no other properties or entities are exempt from the Special Tax unless the properties or entities are expressly exempted in a resolution of consideration to levy a new special tax or to alter the rate or method of apportionment of an existing special tax. Depletion of Subaccounts within the Reserve Fund The Sub accounts within the Reserve Fund are to be maintained at an amount equal to the Senior Subaccount Reserve Requirement and the Subordinate Subaccount Reserve Requirement, respectively (see "SECURITY FOR THE 2006 BONDS Special Tax Fund Disbursements" herein). Funds in the Senior Subaccount within theReserve Fund or the Reserve Surety credited to the Senior Subaccount in the Reserve Fund may be used to pay principal of and interest on the Bonds excluding the Series B Bonds and funds in the Subordinate Subaccount within the Reserve Fund may be used to pay principal of and interest on the Series B Bonds in the event the proceeds of the levy and collection of the Special Tax against property within the District is insufficient. If funds in the Reserve Fund and the Reserve Surety for the Series A Bonds are depleted, the funds can be replenished from the proceeds of the levy and collection of the Special Tax that are in excess of the amount required to pay all amounts to be paid to the Bondowners pursuant to the Fiscal Agent Agreement. However, no replenishment from the proceeds of a Special Tax levy can occur as long as the proceeds that are collected from the levy ofthe Special Tax against property within the District at the maximum tax rates, together with other available funds, remains insufficient to pay all such amounts. Thus it is possible that a Subaccount within the Reserve Fund, including the Reserve Surety with respect thereto) will be depleted and not be replenished by the levy of the Special Tax. Potential Delay and Limitations in Foreclosure Proceedings The payment of property owners' taxes and the ability ofthe District to foreclose the lien of a delinquent unpaid Special Tax pursuant to its covenant to pursue judicial foreclosure proceedings, may be limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the laws of the State relating to judicial foreclosure. See "SECURITY FOR THE 2006 BONDS - Proceeds of Foreclosure Sales" and "BONDOWNERS'RISKS Bankruptcy and Foreclosure Delay" herein. In addition, the prosecution of a 49 foreclosure could be delayed dueto many reasons, including crowded local court calendars or lengthy procedural delays. The ability of the District to collect interest and penalties specified by State law and to foreclose against properties having delinquent Special Tax installments may be limited in certain respects with regard to properties in which the Federal Deposit Insurance Corporation (the "FDIC") has or obtains an interest. The FDIC would obtain such an interest by taking over a financial institution which has made a loan which is secured by property within the District. The FDIC has adopted a policy statement regarding the payment of state and local real property taxes (the "Policy Statement"") which provides that the FDIC intends to pay valid real property taxes, interest and penalties, in accordance with state law, on property which at the time of the tax levy is owned by a financial institution in an FDIC receivership, unless abandonment of the FDIC interest is determined to be appropriate. However, the Policy Statement is unclear as to whether the FDIC considers special taxes such as the Special Taxes to be "real property taxes" which it intends to pay. Furthermore, the Policy Statement provides that, with respect to parcels on which the FDIC holds amortgage lien, it will not permit its lien to be foreclosed by a taxing authority without its specific consent, and that it will not payor recognize liens for any penalties, fines, or similar claims imposed for the non-payment of taxes. The Authority and the District are unable to predict what effect the application of the Policy Statement would have in the event of a delinquency on a parcel within the District in which the FDIC has or obtains an interest, although prohibiting the lien of the FDIC to be foreclosed at a judicial foreclosure sale would likely reduce or eliminate the persons willing to purchase a parcel at a foreclosure sale. In addition, potential investors should be aware that judicial foreclosure proceedings are not summary remedies and can be subject to significant procedural and other delays caused by crowded court calendars and other factors beyond control of the Authority or the District. Potential investors should assume that, under current conditions, it is estimated that a judicial foreclosure of the lien of Special Taxes will take up to two or three years from initiation to the lien foreclosure sale. At a Special Tax lien foreclosure sale, each parcel will be sold for not less than the "minimum bid amount" which is equal to the sum of all delinquent Special Tax installments, penalties and interest thereon, costs of collection (including reasonable attorneys' fees), post- judgment interest and costs of sale. Each parcel is sold at foreclosure for the amounts secured by the Special Tax lien on such parcel and multiple parcels may not be aggregated in a single "bulk" foreclosure sale. If any parcel fails to obtain a "minimum bid," the Authority may, but is not obligated to, seek superior court approval to sell such parcel at an amount less than the minimum bid. Such Superior Court approval requires the consent of the owners of 75% of the aggregate principal amount of the Outstanding Bonds. Bankruptcy and Foreclosure Delay The payment of Special Taxes and the ability ofthe District to foreclose the lien of a delinquent Special Taxes as discussed in the section herein entitled "SECURITY FOR THE 2006 BONDS" may be limited by bankruptcy, insolvency, or other laws generally affecting creditors' rights or by the laws of the State relating to judicial foreclosure. In addition, the prosecution of a judicial foreclosure may be delayed due to congested local court calendars or procedural delays. Thevarious legal opinions to be delivered concurrently with the delivery of the 2006 Bonds (including Bond Counsel's approving legal opinion) will be qualified, as to the enforceability of the various legal instruments, by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally. Although bankruptcy proceedings would not cause the obligation to pay the Special Tax to become extingnished, bankruptcy of a property owner or of a partner or other equity owner of a property owner, could result in astay of enforcement of the lien for the Special Taxes, a delay in prosecuting Superior Court foreclosure proceedings or adversely affect the ability or willingness of a property owner to pay the Special Taxes and could result in the possibility of delinquent Special Taxes not being paid in full. In addition, the amount of any lien on property securing the payment of delinquent Special Taxes could be reduced if the value of the property were determined by the bankruptcy court to have become less than the amount of the lien, and the amount of the delinquent Special Taxes in excess ofthe reduced lien could then be treated as an unsecured claim by the court. Any such stay of the enforcement of the lien for the Special Tax, or any such delay or non-payment, would 50 increase the likelihood of a delay or default in payment of the principal of and interest on the 2006 Bonds and the possibility of delinquent Special Taxes not being paid in full. Moreover, amounts received upon foreclosure sales may not be sufficient to fully discharge delinquent installments. To the extent that a significant percentage of the property in the District is owned by any major landowner, any Merchant Builders or any other property owner, and such owner is the subject of bankruptcy proceedings, the payment of the Special Tax and the ability of the Authority to foreclose the lien of a delinquent unpaid Special Tax could be extremely curtailed by bankruptcy, insolvency, or other laws generally affecting creditors' rights or by the laws of the State relating to judicial foreclosure. On July 30, 1992, the United States Court of Appeals for the Ninth circuit issued its opinion in a bankruptcy case entitled In re Glasplv Alarine Industries. In that case, the court held that ad valorem property taxes levied by Snohomish County in the State of Washington after the date that the property owner filed a petition for bankruptcy were not entitled to priority over a secured creditor with a prior lien on the property. The court upheld the priority of unpaid taxes imposed after the filing of the bankruptcy petition as "administrative expenses" of the bankruptcy estate, payable after all secured creditors. As a result, the secured creditor was to foreclose on the property and retain all of the proceeds of the sale except the amount of the pre-petition taxes. According to the court's ruling, as administrative expenses, post-petition taxes would have to be paid, assuming that the debtor has sufficient assets to do so. In certain circumstances, payment of such administrative expenses may be allowed to be deferred. (lnce the property is transferred out of the bankruptcy estate (through foreclosure or otherwise) it would at that time become subject to current ad valorem taxes. The Act provides that the Special Taxes are secured by a continuing lien, which is subject to the same lien priority in the case of delinquency as ad valorem taxes. No case law exists with respect to how a bankruptcy court wou[d treat the lien for tlie Special Taxes levied after the filing of a petition in bankruptcy. GlaspJ.v is controlling precedent for bankruptcy courts in the State. If the Glasplv precedent was applied to the levy of the Special Tax, the amount of Special Tax received from parcels whose owners declare bankruptcy could be reduced. It should also be noted that on October 22, 1994, Congress enacted 11 U. S. C. Section 362(b )(18), which added a new exception to the automatic stay for ad valorem property taxes imposed by a political subdivision after the filing of a bankruptcy petition. Pursuant to this new provision of law, in the event of a bankruptcy petition filed on or after (lctober 22, 1994, the lien for ad valorem taxes in subsequent fiscal years will attach even if the property is part of the bankruptcy estate. Bondowners should be aware that the potential effect of 11 U.S. C. Section 362(b)( 18) on the Special Taxes depends upon whether a court were to determine that the Special Taxes should be treated like ad valorem taxes for this purpose. Payments by FDIC and Other Federal Agencies The ability of the Authority to collect interest and penalties specified by state law and to foreclose the lien of delinquent Special Taxes may be limited in certain respects with regard to properties in which the FDIC, the Drug Enforcement Agency, the Internal Revenue Service or other similar federal govemmental agencies has or obtains an interest. Specifically, with respect to the FDIC, on June 4, 1991, the FDIC issued a Statement of Policy Regarding the Payment of State and Local Property Taxes (the "1991 Policy Statement"). The 1991 Policy Statement was revised and superseded by a new Policy Statement effective January 9, 1997 (the "Policy Statement"). The Policy Statement provides that real property owned by the FDIC is subject to state and local real property taxes only if those taxes are assessed according to theproperty' s value, and that the FDIC is immune from real property taxes assessed on any basis other than property value. According to the Policy Statement, the FDIC will pay its property tax obligations when they 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 obligation is secured by a valid lien. The FDIC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts. If any property taxes (including interest) on FDIC owned property are secured by a valid lien (in effect before the property became owned by the FDIC), the FDIC will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to levy, 51 attachment, garnishment, foreclosure or sale without the FDIC's consent. In addition, the FDIC will not permit a lien or security interest held by the FDIC to be eliminated by foreclosure without the FDIC's consent. The Policy Statement states that the FDIC generally will not pay non ad valorem taxes, including special assessments, on property in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize the validity of any lien to the extent it purports to secure the payment of any such amounts. Special taxes imposed under the Act and a special tax formula which determines the special tax due each year, are specifically identified in the Policy Statement as being imposed each year and therefore covered by the FDIC's federal immunity. With respect to property in California owned by the FDIC on January 9, 1997, and that was owned by theResolution Trust Corporation (the "RTC") on December 31, 1995, or that became theproperty of the FDIC through foreclosure of a security interest held by the RTC on that date, the FDIC will continue the RTC's prior practice of paying special taxes imposed pursuant to the Act if the taxes were imposed prior to the RTC's acquisition of an interest in the property. All other special taxes may be challenged by the FDIC. The Authority is unable to predict what effect the application of the Policy Statement would have in the event of a delinquency on a parcel within the District in which the FDIC has or obtains an interest, although prohibiting the lien of the FDIC to be foreclosed at a judicial foreclosure sale would reduce or eliminate the persons willing to purchase a parcel at a foreclosure sale. Bondowners should assume that the District will be unable to foreclose on any parcel owned by the FDIC. Such an outcome could cause a draw on the Senior Subaccount or Subordinate Subaccount within the Reserve Fund and perhaps, ultimately, a default in payment on the 2006 Bonds. Based upon the secured tax roll as of January 1, 2006, the FDIC does not presently own any of the property in the District. The Authority expresses no view concerning the likelihood that the risks described above will materialize while the 2006 Bonds are outstanding. Payment of Special Tax Not a Personal Obligation of the Property Owners An owner of Taxable Property is not personally obligated to pay the Special Tax. Rather, the Special Tax is an obligation only againstthe parcels of Taxable Property. If the value of the parcels of Taxable Property is not sufficient, taking into account other obligations also payable thereby to fully secure the Special Tax, the District has no recourse against the owner. Factors Affecting Parcel Values and Aggregate Value Geologic. Topographic and Climatic Conditions. The value of the Taxable 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 the parcels of Taxable Property and the continued habitability and enjoyment of such private improvements. Such additional factors include, without limitation, geologic conditions such as earthquakes and volcanic eruptions, topographic conditions such as earth movements, landslides, liquefaction, floods or fires, and climatic conditions such as tornadoes, droughts, and the possible reduction in water allocation or availability. It can be expected that one or more of such conditions may occur and may result in damage to improvements of varying seriousness, that the damage may entail significant repair orreplacement costs and that repair orreplacement may never occur either because ofthe cost or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances, the value of the parcels of Taxable Property may well depreciate or disappear. Seismic Conditions. The District, like all California communities, may be subject to unpredictable seismic activity. The occurrence of seismic activity in the District could result in substantial damage to properties in the District which, in turn, could substantially reduce the value of such properties and could affect the ability or willingness ofthe property owners to pay their Special Taxes. Any major damage to structures as a result of seismic activity could result in greater reliance on undeveloped property in the payment of Special Taxes. Legal Requirements. (lther events which may affect the value of a parcel of Taxable Property in the District include changes in the law or application of the law. Such changes may include, without limitation, local growth control initiatives, local utility connection moratoriums and local application of statewide tax and governmental spending limitation measures. 52 No Acceleration Provisions The 2006 Bonds do not contain a provision allowing for the acceleration ofthe 2006 Bonds in the event of a payment default or other default under the terms of the 2006 Bonds or the Fiscal Agent Agreement. So long as the 2006 Bonds are in book-entry form, DTC will be the sole Bondowner and will be entitled to exercise all rights and remedies of Bond owners. Community Facilities District Formation California voters, on June 6, 1978, approved an amendment ("Article XIIIA") to the California Constitution. Section 4 of Article XIIIA, requires a vote of two-thirds of the qualified electorate to impose "special taxes," or any additional ad valorem. sales or transaction taxes on real property. At an election held pursuant to the Act, more than two-thirds of the qualified electors within the District, consisting of the landowners within the boundaries ofthe District, authorized the District to incur bonded indebtedness to finance the development of the property within the District and approved the Rate and Method of Apportionment. The Supreme Court of the State has not yet decided whether landowner elections (as opposed to resident elections) satisfy requirements of Section 4 of Article XIIIA, nor has the Supreme Court decided whether the special taxes of a District constitute a "special tax" for purposes of Article XIIIA. Section 53341 ofthe Act requires that any action or proceeding to attack, review, set aside, void or annul the levy of a special tax or an increase in a special tax pursuant to the Act shall be commenced within 30 days after the special tax is approved by the voters. No such action has been filed with respect to the Special Tax. Billing of Special Taxes A special tax formula can result in a substantially heavier property tax burden being imposed upon properties within a District than elsewhere in a city or county, and thiS ill turn can lead to prolilems in the collection of the special tax. In some Districts the taxpayers have refused to pay the special tax and have commenced litigation challenging the special tax, the District and the bonds issued by the District. Under provisions of the Act, the Special Taxes are billed to the properties within the District which were entered on the Assessment Roll of the County Assessor by January 1 of the previous fiscal year on the regnlar property tax bills sent to owners of such properties. Such Special Tax installments are due and payable, and bear the same penalties and interest for non-payment, as do regnlar property tax installments. These Special Tax installment payments cannot be made separately from property tax payments. Therefore, the unwillingness or inability of a property owner to pay regnlar property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regnlar property tax payments and installment payments of Special Taxes in the future. See "SECURITY FOR THE 2006 BONDS Proceeds of Foreclosure Sales," for a discussion of the provisions which apply, and procedures which the District is obligated to follow, in the event of delinquency in the payment of installments of Special Taxes. Collection of Special Tax In order to pay debt service on the 2006 Bonds, it is necessary that the Special Tax levied against land within the District be paid in a timely manner. The District has covenanted in the Fiscal Agent Agreement under certain conditions to institute foreclosure proceedings against property with delinquent Special Tax in order to obtain funds to pay debt service on the 2006 Bonds. If foreclosure proceedings were instituted, any mortgage or deed of trust holder could, but would not be required to, advance the amount of the delinquent Special Tax to protect its security interest. In the event such superior court foreclosure is necessary, there could be a delay in principal and interest payments to the Bondowners pending prosecution of the foreclosure proceedings and receipt of the proceeds of the foreclosure sale, if any. No assurances can be given that the real property subject to foreclosure and sale at a judicial foreclosure sale will be sold or, if sold, that the proceeds of such sale will be sufficient to pay any delinquent Special Tax installment. Although the Act authorizes the Authority as the Governing Board of the District to cause such an action to be commenced and diligently pursued to completion, the Act does not specify the obligations of the Governing Board with regard to purchasing or otherwise acquiring any lot or parcel of property sold at the foreclosure sale if there is no other purchaser at such sale. See "SECURITY FOR THE 2006 BONDS Proceeds of Foreclosure Sales." 53 Right to Vote on Taxes Act An initiative measure commonly referred to as the "Right to Vote on Taxes Act" (the "Initiative") was approved by the voters of the State at the November 5, 1996 general election. The Initiative added Article XIIIC ("Article XIIIC") and Article XIIID to the California Constitution. According to the "Title and Summary" of the Initiative prepared by the California Attorney General, the Initiative limits 'the authority oflocal govemments to impose taxes and property-related assessments, fees and charges." The provisions of the Initiative have not yet been interpreted by the courts, although a number oflawsuits have been filed requesting the courts to interpret various aspects of the Initiative. Among other things, Section 3 of Article XIII states that" . . . the initiative power shall not be prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge." The Act provides for a procedure, which includes notice hearing, protest and voting requirements to alter the rate and method of apportionment of an existing special tax. However, the Act prohibits a legislative body from adopting any resolution to reduce the rate of any special tax or terminate the levy of any special tax pledged to repay any debt incurred pursuant to the Act unless such legislative body determines that the reduction or termination of the special tax would not interfere with the timely retirement of that debt. On July 1, 1997, a bill signed into law by the Governor of the State enacting Govemment Code Section 5854, which states that: "Section 3 of Article XIIIC of the California Constitution, as adopted at the November 5, 1996, general election, shall not be construed to mean that any owner or beneficial owner of a municipal security, purchased before or after that date, assumes the risk of, or in any way consents to, any action by initiative measure that constitutes an impairment' of contractual 'rights protected by Section 10 of Article I of the United States Constitution." Accordingly, although the matter is not free from doubt, it is likely that the Initiative has not conferred on the voters the power to repeal orreduce the Special Taxes if such reduction would interfere with the timely retirement of the 2006 Bonds. It may be possible, however, for voters or the District to reduce the Special Taxes in a manner which does not interfere with the timely repayment of the 2006 Bonds but which does reduce the maximum amount of Special Taxes that may be levied in any year below the existing levels. Therefore, no assurance can be given with respect to the levy of Special Taxes for Administrative Expenses. Furthermore, no assurance can be given with respectto the future levy of the Special Taxes in amounts greater than the amount necessary for the timely retirement of the 2006 Bonds. Like its antecedents, the Initiative is likely to undergo both judicial and legislative scrutiny before its impact on the District and its obligations can be determined. Certain provisions of the Initiative may be examined by the courts for their constitutionality under both State and federal constitutional law. The District is not able to predict the outcome of any such examination. The foregoing discussion of the Initiative should not be considered an exhaustive or authoritative treatmentofthe issues. The District does not expect to be in a position to control the consideration or disposition of these issues and cannot predict the timing or outcome of any judicial or legislative activity in this regard. Interim rulings, final decisions, legislative proposals and legislative enactments may all affect the impact of the Initiative on the 2006 Bonds as well as the market for the 2006 Bonds. Legislative and court calendar delays and other factors may prolong any uncertainty regarding the effects of the Initiative. Ballot Initiatives and Legislative Measures The Initiative was adopted pursuant to a measure qualified for the ballot pursuant to California's constitutional initiative process and the State Legislature has in the past enacted legislation which has altered the spending limitations or established minimum funding provisions for particular activities. From time to time, other initiative measures could be adopted by California voters or legislation enacted by the State Legislature. The adoption of any such initiative or enactment oflegislation might place limitations on the ability of the State, the County, the City, the District or local districts to increase revenues or to increase appropriations or on the ability of a property owner to complete the development of the property. 54 Limited Secondary Market There can be no gnarantee that there will be a secondary market for the 2006 Bonds or, if a secondary market exists, that such 2006Bonds can be sold for any particular price. Although the Authority, and the District have committed to provide certain statutorily-required financial and operating information, there can be no assurance that such information will be available to Bondowners on a timely basis. The failure to provide the annual financial and operating information does not give rise to monetary damages but merely an action for specific performance. Occasionally, because of general market conditions, lack of current information 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. Loss of Tax Exem ption As discussed under the caption "LEGAL MATTERS Tax Exemption," the interest on the 2006 Bonds could become includable in gross income for federal income tax purposes retroactive to the date of issuance of the 2006 Bonds as a result of acts or omissions of the Authority in violation of certain provisions of the Code and the covenants of the Fiscal Agent Agreement. In order to maintain the exclusion from gross income for federal income tax purposes of the interest on the 2006 Bonds, the Authority has covenanted in the Fiscal Agent Agreement not to take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of interest on the 2006 Bonds under the Internal Revenue Code of 1986, as amended. Should such an event of taxability occur, the 2006 Bonds are not subject to early redemption and will remain outstanding to maturity or until redeemed under the optional redemption or mandatory redemption provisions of the Fiscal Agent Agreement. Limitations on Remedies Remedies available to the Bondowners may be limited by a variety of factors and may be inadequate to assure the timely payment of principal of and interest on the 2006 Bonds or to preserve the tax-exempt status of the 2006 Bonds. See" Payments by FDIC and other Federal Agencies,"" No Acceleration Provisions" and "- Billing of Special Taxes" herein. SPECIAL RISK CONSIDERATIONS SPECIFIC TO THE SERIES B BONDS In addition to the risks described under the heading "SPECIAL RISK C( lNSIDERATI( lNS," there are several additional risks that are relevant to an investment in the Series B Bonds. The Series B Bonds are subordinate in right of payment to the Series A Bonds. The Series B Bonds are not rated and are not insured by [INSURER]. For this reason, investments in the Series B Bonds involve a high degree of risk and are not appropriate for all investors. Subordination of Series B Bonds The Series B Bonds are subordinate to the Series A Bonds in right of payment. Special Taxes will be available to pay obligations on the Series B Bonds only after all payments and deposits in respect of the Series ABonds have been made as set forth herein and in the Fiscal Agent Agreement. In the event of delinquencies in the payment of Special Taxes which exceed the expected amount of debt service coverage from the Special Taxes, there may not be sufficient Special Tax Revenues available to pay interest or principal due on any or all of the Series B Bonds then outstanding. Limited Secondary Market As stated herein, investment in the Series B Bonds poses certain economic risks which may not be appropriate for certain investors, and only persons with substantial financial resources who understand the risk of investment in the Series B Bonds should consider such investment. There can be no gnarantee that there will be a secondary market for purchase or sale of the Series B Bonds or, if a secondary market exists, that the Series BBonds can or could be sold for any particular price. From time to time there may be no market for the Series B Bonds, depending upon prevailing market conditions, the financial condition or market position of firms who 55 may make the secondary market, the financial condition and results of operations of the owners of property located within the boundaries of the District, and the extent of the development of property within the District. No Ratings of Series B Bonds The Series B Bonds are not rated by any rating agency, and the District does not presently intend to seek any rating of the Series B Bonds nor does the District anticipate that the Series B Bonds would qualify for an investment grade rating due to the structure and size of the Series A Bonds. No Insurance; Remedies Controlled by [INSURER] The Municipal Bond Insurance Policy does not apply to the Series B Bonds. The Fiscal Agent Agreement provides that, upon the occurrence of a default with respect to the Series B Bonds, any Owner may pursue any available remedy at law or in equity to enforce the payment of the Series B Bonds;provided. however, that [INSURER] shall have consented to such action. Given this provision, so long as the Series A Bonds are outstanding, the exercise of remedies for any default under the Fiscal Agent Agreement will be controlled by [INSURER] and not by the Owners of the Series B Bonds. LEGAL MATTERS Legal Opinion The legal opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, approving the validity of the 2006 Bonds will be made available to purchasers at the time of original delivery and the form of such opinion is attached hereto as Appendix F. . Tax Exem ption 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 2006 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; it should be noted, however, that, for purposes 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 Authority comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code") that must be satisfied subsequent to the issuance of the 2006 Bonds in order that such interest be, or continue to be, excluded from gross income for federal income tax purposes. The Authority has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the 2006 Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the 2006 Bonds. In the further opinion of Bond Counsel, interest on the 2006 Bonds is exempt from California personal income taxes. Bondowners should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the 2006 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 2006 Bonds other than as expressly described above. The form of Bond Counsel's opinion is set forth in Appendix F. No Litigation At the time of delivery of the 2006 Bonds, the Authority and the District will certify that there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or regnlatory agency, 56 public board or body pending with respect to which they have been served with process or threatened against the Authority or the District affecting their existence, or the titles of their respective officers, or seeking to restrain or to enjoin the issuance, sale or delivery of the 2006 Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of and interest on the 2006 Bonds, or in any way contesting or affecting the validity or enforceability of the 2006 Bonds, or the Fiscal Agent Agreement or any action of the Authority or the District contemplated by either of said documents, or in any way contesting the completeness or accuracy of this (lfficial Statement or any amendment or supplement hereto, or contesting the powers of the Authority or the District or their authority with respect to the 2006 Bonds or any action of the Authority or the District contemplated by either of said documents, nor, to the knowledge of the Authority, is there any basis therefor. No General Obligation of the Authority or the District The 2006 Bonds are not general obligations ofthe Authority or the District, but are limited obligations of the Authority for the Districtpayable solely from proceeds of the Special Tax and proceeds of the 2006 Bonds, including amounts in the Subaccounts within the Reserve Fund (including amounts available under the Reserve Surety credit thereto), the Special Tax Fund and the Bond Fund. Any tax levied for the payment of the 2006 Bonds shall be limited to the Special Taxes to be collected within the jurisdiction of the District. RATINGS Ratings on Insured Bonds Standard &Poor' s Ratings Services has assigned a rating of _, to the Insured Bonds (i.e., the Series A Bonds) with the understanding that, upon delivery of the Insured Bonds, the Policy will be issued with respect to such maturities of the Insured Bonds by [INSURER]. Absent the Policy, the unJerlying rating for Series A Bonds are by Standard & Poor's. Such ratings reflect only the views of such organization and any desired explanation of the significance of such ratings should be obtained from the rating agency furnishing the same. Generally, a rating agency bases it rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. Some information provided to the rating agency by the District may not appear in this (lfficial Statement. There is no assurance such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by the rating agencies, if in the judgment of such rating agencies, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price for the Insured Bonds. The District has not made, and does not contemplate making, application to any rating agency for the assignment of a rating for the Series B Bonds. lTNDERWRITING The Series A Bonds are being purchased by Stone & Youngberg LLC at a purchase price of $ (which represents the aggregate principal amount of the Series A Bonds ($ ), less original issue discount of $ and less an underwriter's discount of$ ) and the Subordinate Series B Bonds are being purchased by Stone & Youngberg LLC at a purchase price of $ (which represents the aggregate principal amount of the Series A Bonds ($ ), less original issue discount of $ and less an underwriter's discount of $ ). The purchase agreement relating to the 2006 Bonds provides that the Underwriter will purchase all of the 2006 Bonds, if any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in such purchase agreement. The Underwriter may offer and sell 2006 Bonds to certain dealers and others at prices lower than the offering price stated on the inside cover page hereof. The offering prices may be changed from time to time by the Underwriter. 57 PROFESSIONAL FEES Fees payable to certain professionals in connection with the 2006 Bonds, including the Underwriter, Quint & Thimmig LLP, as Bond Counsel, McFarlin & Anderson LLP, as Disclosure Counsel, and u.s. Bank National Association, as the Fiscal Agent, are contingent upon the issuance of the 2006 Bonds. The fees of Psomas, as Special Tax Consultant, and Fieldman, Rolapp & Associates, as Financial Advisor to the Authority, are in part contingent upon the issuance of the 2006 Bonds. MISCELLANEOUS References are made herein to certain documents and reports which are brief summaries thereof which summaries do not purport to be complete or definitive and reference is made to such documents and reports for full and complete statement of the contents thereof. Any statements in this (lfficial Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representatives of fact. This Official Statement is not to be construed as a contract or agreement between the District or the Authority and the purchasers or owners of any of the 2006 Bonds. The execution and delivery of the Official Statement by the District has been duly authorized by the Authority on behalf of the District." . .. TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVESTON) By: Shawn Nelson, Executive Director, Temecula Public Financing Authority, on behalf of the District 58 APPENDIX A GENERAL INFORMATION ABOUT THE CITY OF TEMECULA The follmving information is provided for background purposes only. The City of Temecula has no liability whatsoever with respect to the 2006 Bonds or 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 ami recreation services to the citizens ofTemecula, as well as street lighting and slope maintenance in certain areas of the district. (lther 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 lOb largest city in the Inland Empire and the 4th largest in Riverside County (as of January, 2006), encompassing 30.15 square miles. The City of Temecula is 85 miles southeast of Los Angeles,S 5 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 93,923 residents are offered a broad range of housing options from apartments to luxury custom homes, with the median housing price at $521,750. Population From 1995 - 2006, the City's population grew from 39,284 to 93,923, a gain of 54,639 or 139.1%. In this same period, Riverside County added 597,759, a gain of 44.100. CITY OF TEMECULA AND COUNTY OF RIVERSIDE POPULATION FROM 1995 TO 2006 Temecula RiversideCountv Year Population ~/oChaill(e Population ~/oChan[(e 1995 39,284 9.8 1,355,571 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' 61,803 14.9 1,590,473 4.4 2002 73,164 18.4 1,654,220 4 2003 75,996 5.3 1,726,754 4.4 2004 78,841 3.7 1,807,858 4.7 2005" 81,921 3.9 1,888,311 4.5 2006 93,923 14.7 1,953,330 3.4 Increase includes Vail Ranch annexation. Increase includes Redhawk annexation which added approximately 9,475 individuals, effective hme 30, 2005 ,,,wrce Lilm'mlil !.>>}Jcutment "fFmc1l1ce A-I Construction Activity The following table shows a five year history of construction activity in the City. CITY OF TEMECULA BUILDING PERMITS AND VALUATIONS 2001 - 2005 2001 2002 2003 Valuation. Residential $127,823,375 $100,516,1 15 $194,699,509 Non-residential Total ,9 lino 91, 4,487 ))9 ,Ii 087 om ~lli7421i 288 ~144om 344 F30 786 510 Residential Units: Single-family Multiple-family Total 944 6511 1,271 --12. 6511 142 1413 ---.!.2. 944 Source" L'ons/rue/ion lndllstlY l\l?search Board. 2004 $185,041,089 'ili 1i'i8)" $241 699322 888 --=:ill.[ 1296 2005 $261,657,164 7, 749 li1) $335 406 776 996 ----2!ill 1356 The following table shows historical commercial and residential construction and property values. CITY OF TEMECULA COMMERCIAL AND RESIDENTIAL CONSTRUCTION AND PROPERTY VALUES 1995 - 2005 Commercial ConstructiOli1) Residential Construction(1) Number Fiscal Year of Units Value 1995 162 $29,221 1996 136 23,572 1997 202 32,863 1998 2113 66,226 1999 337 159,286 2000 437 52497 21)(11 265 39,511 2()()2 252 51,686 2003 304 41,402 2004 277 61,823 2()()5 116 79,578 Number of Units Value $854]11 93,674 85,257 ]115,527 180,840 148,660 169,687 97,773 145,387 179,071 241,322 968 987 857 835 1,384 1,]79 1,6116 938 1,]62 1,472 918 Values in thousands of dollars. Source" (J) City ofTemecula, Building aJld Safety Department. (2) County LaJld Use Statistical Recap Rep011. Economic Condition Property Values(2) Commercial $1466,641 1,478,230 1,347,000 1,321,1144 1,3 78,364 1,524,091 1,935,537 2,183,862 2,633,661 2,711,397 2,835,143 Residential $ 1,539,257 1,677, 720 1,856,203 1,958,7116 2,067,549 2,303,303 2,627,716 3,1117,148 4,127,318 4,808,1 16 5488,914 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: A-2 CITY OF TEMECULA MAJOR MANUFACTURING EMPLOYERS (As of Novem ber, 2005) Employer Guidant \:orporation International Rectifier/Hexfet Channell Commercial Corp. Milgard Manufacturing Bianchi International Opto 22 Inc. C'hernicon International Plant Equipment, Inc. Magnecomp Corporation Solid State Stamping Tension Envelope Molding International & Engineering Approximate No. of Employees 2,354 71111 344 325 225 205 2111 2()() 118 110 110 102 Source" City FinaJlce Department. Type of Business Medical equipment Power semi-conuuctors Cable enclosures Custom winuows Leather goods Electric/automation controls Medical products Telephone equipment Manufacture computer disks J\1anufacture electronic contacts Envelope manufacturer J\1anufacturer CITY OF TEMECULA MAJOR NON-MANUFACTURING EMPLOYERS (As of November, 2005) Employer Temecula Valley Unified School District (TVUSD) Manpower of T emecula Professional Hospital Supply Albertsons Costco Wholesale City of T emecula Ie: Penney \:orp. The Scotts \:ompany Paradise Chevrolet/Cadillac T emecula \:reek Inn Macy's Southwest Traders FFF Enterprise, Inc. Approximate No. of Employees 2,608 U71 Will 6114 400 315 2119 1911 184 1811 172 170 142 Source" L'tty FinaJlce lJepm1ment. Sales Tax Revenues Type of Business Public school system Business services Wholesaler distributor Supermarket \Vholesale warehouse City government Retail Distributor Automobile dealer Hospitality Retail Wholesale Distributor Wholesale Distributor 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. A-3 Year 1989-90 1999-1111 2111111-111 2()(1l-()2 2()()2-(J3 2004-05 211115-116 * Buuget estimate. Source: City ofTemecula Finance Department CITY OF TEMEClTLA SALES T~X mSTORY Amount $632,153 $14,11119,322 $16,321,929 $19,237,317 $21,572,199 $27,802,830 $29,2()(J,()()()* CITY OF TEMECULA PRINCIPAL SEClTImD PROPERTY OWNERS FOR THE YEAR ENDED JUNE 30, 2005 TaXDayer Advanced Cardiovascular System Inc. International Rectifier Corporation T ernecula Towne Center Associates Lakha-Aldenwood Properties LLC Kimco Palm Plaza Limited Partnership Portofino Development Starwood Wasserman Ternecula SICA \:alifomia Limited Partnership Solana Ridge LL\: Source: Riverside County Assessor's Office. TYDe of Business Manufacturing Manufacturing Real Estate Development Real Estate Development Real Estate Development Real Estate Development Property Management Manufacturing Real Estate Development Real Estate Development 2005 Assessed Valuation (in thousands) $152,155 128,471 98,285 47,500 41,738 311,428 29,692 29,233 27,264 2')')44 $610,313 A-4 Percent of Total Assessed IV aluation) 2.050/0 173'" 1.33'" 0640/0 ().560'0 () 410'0 0400/0 0.390/0 ().370'0 ().340'0 8.240/0 CITY OF TEMECULA ASSESSED AND ESTIMATED ACTUAL VALUE OF TA.,XABLE PROPERTY FOR THE FISC AI, YEARS ENDED JUNE 30, 1997 THROUGH 2005 (Values in Thousands) Total Exemptions Net Net Total Fiscal Year Secured and Veteran Assessed Exemptions Assessed Taxes Unsecured Church, etc. Value Homeowners Value 1997 $3,203,1 87 $(22,479) $3,1 80,911 $(53,023) $3,127,888 1998 $3,2811,1166 $(24,432) $3,255,633 $(56,665) $3,198,969 1999 $3,446,1193 $(24,441) $3,421,652 $(611,119) $3,361,533 2000 $3,826,889 $(25,822) $3,801,068 $(61,464) $3,739,603 2001 $4,563,217 $(29,676) $4,533,542 $(64,372) $4,469,169 2()()2 $5,2111,622 $(33,3711) $5,168,252 $(68,938) $5,1199,314 2003 $6,201,896 $(30,010) $6,1 71,886 $(82,926) $6,088,960 2004 $6,931.291 $(43,142) $6,888,149 $(92,362) $6,795,787 2005 $7,794,688 $(53,240) $7,741,448 $(94,237) $7,647,211 Source: River,')'ide 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 313 million square feet of gross space absorption set a record. Lee & Associates found that in June, 2004, the City had 12.5 million square feet of industrial space or 4.0% of the inland area's inventory. Temecula's industrial vacancy rate was 5.0% representing 633,250 squarefeet of space. Among local cities, this ranked tenth, above Moreno Valley (25,890 square feet) and below San Bernardmo (804,451 square feet). 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, 2006, there were twenty-one (21) wineries which produce wine with locally grown grapes. Climate. Temecula V alley 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 winter temperatures average in the mid 60's. Yearly average rainfall in Temecula is approximately 14 inches, as compiled by the Rancho California Water District. 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 5 high schools (including a continuation school), 6 middle schools, 2 charter A-5 schools, 1 horne-schooling program, and 17 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 26,000 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 2000's with a well-educated population, and its population trends and school performance fignres 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 (lrange 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 (lrange or Los Angeles counties. The latest population data shows Temecula with 93,923 residents as of January 1, 2006, which includes the annexation of the Vail Ranch area in July, 2001 and the Redhawk annexation in June, 2005. APPENDIX B RATE AND METHOD OF APPORTIONMENT FOR COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVEST ON) B-1 APPENDIX C SUPPLEMENTAL REPORT AND SUMMARY APPRAISAL REPORT C-l APPENDIX D SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT D-l APPENDIX E FORM OF COMMUNITY FACILITIES DISTRICT CONTINUING DISCLOSURE AGREEMENT E-l APPENDIX F FORM OF OPINION OF BOND COUNSEL September , 2006 Board of Directors Temecula Public Financing Authority 43200 Business Park Drive . Temecula, California 92590 $ Temecula Public Financing Authority Community Facilities District 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Series A and $_ _ Temecula Public Financing Authority Community Facilities District 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Subordinate Series B Members of the Board of Directors: OPINION: We have acted as bond counsel to the Temecula Public Financing Authority (the "Authority") in connection with the issuance by the Authority of its $ Temecula Public Financing Authority Community Facilities District 01-2 (Harveston) 2006 SpeCial lax Kefunding Bonds, Series A (the "Senior Bonds") and its $ Temecula Public Financing Authority Community Facilities District 01-2 (Harveston) 2006 ~peclal Tax Kefunding Bonds, Subordinate Series B (the "Subordmate Bonds" and, together with the Senior Bonds, the "Bonds"), pursuant to the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Govemment Code (the "Refunding Law"), a Fiscal Agent Agreement, dated as of September 1, 2006 (the "Fiscal Agent Agreement"), by and between the Authority for and on behalf of the Temecu1aPublic Financing Authority Community Facilities District 0 1-2 (Harveston)(ihe "District"), and U.S. Bank National Association, as fiscal agent, and Resolution No. TPFA 06- adopted by the Authority on June 27, 2006 (the "Resolution"). We have examined the law and such certllled 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 Authority contained in the Resolution and in the certified proceedings and certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Authority is duly created and validly existing as a joint exercise of powers authority, with the power to adopt the Resolution, enter into the Fiscal Agent Agreement and perform the agreements on its part contamed therem and Issue the Bonds. 2. The Fiscal Agent Agreement has been duly entered into by the Authority, for and on behalf of the District, and constitutes a valid and binding obligation of the Authority enforceable upon the Authority. 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, with the lien thereon under the Fiscal Agent Agreement for the security of the Series A Bonds being senior to the lien thereon under the Fiscal Agent Agreement for the security of the Series B Bonds. 4. The Bonds have been duly authorized, executed and delivered by the Authority and are valid and binding limited obligations of the Authority on behalf of the District, payable solely from the sources provided therefor in the Fiscal Agent Agreement, in the manner and in the priority set forth in 1he Fiscal Agent Agreement. The Fiscal Agent Agreement requires that certain funds held thereunder be applied to the payment of the Senior Bonds prior to the use of such funds to pay the Subordinate Bonds. F-l Temecula Public Financing Authority September ~, 2006 Page 2 5. Subject to the Authority's compliance with certain covenants, interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes under section 103 of the Internal Revenue Code of 1986, as amended (the "Code") and, under section 55 ofthe Code, is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations under the Code but is taken into account III computing an adjustment used in determining the federal arternative minimum tax for certain corporations. Failure by the Authority to comply with one or more of such covenants could cause interest on the Bonds to not be excludable from gross income under section 103 of the Code for the federal income tax purposes retroactively to the date of issuance of the Bonds. . 6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California. Ownership of the Bonds may result in other tax consequences to certain taxpayers, and we express no opinion regarding any such collateral consequences arising with respect to the Bonds. . The rights of the owners of the Bonds and the enforceability of the Bonds, the Resolution and the Fiscal Agent Agreement may be subjectto bankruptcy, insolvency, reorganization, moratorium and other similar laws atl'ecting creditors' fights heretofore or hereafter enacted and also may be subject to the exercise of judicial discretion in accordance with general principles of equity. . In rendering this opinion, we have relied upon certifications of the Authority and others with res fleet to certain material facts. Our opinion represents our 1egal judgment based upon such review of the law ana facts that we deem relevant to render our opinion and is not a gnarantee ofa result. This opinion is given as of the date hereof and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter corne to our attention or any changes in law that may hereafter occur. Respectfully submitted, F-2 APPENDIX G BOOK-ENTRY SYSTEM The following description of the procedures and record keeping with respect to beneficial ownership interests in the 2006 Bonds. payment of principal of and interest on the 2006 Bonds to Direct Participants. Indirect Participants or Beneficial Owners (as such terms are defined below) of the 2006Bonds, confirmation and transfer of beneficial ownership interests in the 2006 Bonds and other Bond-related transactions by and benveenDTC, DirectParticipants.Indirect Participants andBenefic ial Owners of the 2006Bonds is based solely on informationfilrnished by DTC to the Districtwhich theDistrict believes to be reliable. but the Authority. the Districtand the r Jnderwriter do not and cannot make any independent representations concerning these matters amldo not take responsibility for the accuracy or completeness thereof Neither the DTC, Direct Participants. Indirect Participants nor the Beneficial Owners should relv on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be. The Depository Trust Company ("DTC"), New York, New York, will aetas securities depository for the 2006 Bonds. The 2006 Bonds 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. (lne fully-registered 2006 Bond will be issued for each maturity of the 2006 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest securities 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 17 A ofthe Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2.2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 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 turn, is owned by a number of Direct Participants ofDTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, PICc, and EMCC, also subsidiaries ofDTCC), 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 and www.dtc.org. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2006 Bonds on DTC's records. The ownership interest of each actual purchaser of each 2006 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial (lwners will not receive written confirmation from DTC of their purchase. Beneficial (lwners 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 (lwner entered into the transaction. Transfers of ownership interests in the 2006 Bonds 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 the 2006 Bonds, except in the event that use of the book-entry system for the 2006 Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partuership nominee, Cede & Co., or such other name as requested by an authorized G-l representative of DTC. The deposit of the 2006 Bonds 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 actualBeneficial Owners of the 2006Bonds; DTC's records reflect only the identity of the DirectParticipants to whose accounts such 2006 Bonds are credited, which mayor may not be the Beneficial (lwners. The Direct or Indirect Participants will remain responsible for keeping account oftheir holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial (lwners will be governed by arrangements among them, subject to any statutory or regnlatory requirements as may be in effect from time to time. Beneficial Owners of2006 Bonds may wish to take certain steps to augment the transmissions to them of notices of significant events with respect to the 2006 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the 2006 Bonds documents. For example, Beneficial Owners of the 2006 Bonds may wish to ascertain that the nominee holding the 2006 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. Redemption notices shall be sent to DTC. Ifless than all of the 2006 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the 2006 Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an (lmnibus Proxy to the District as soon as possible after the record date. The (lmnibus Proxy assigns Cede & Co. 's consenting or voting rights to those Direct Participants to whose accounts the 2006 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, redemption price and interest payments on the 2006 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative ofDTC. DTC's practice is to credit Direct Participants ' accounts upon DTC's receipt of funds and corresponding detail information from the District, the Authority or the Fiscal Agent, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial (lwners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not ofDTC, the Fiscal Agent, the Authority or the District, subject to any statutory or regnlatory requirements as may be in effect from time to time. Payment of principal, redemption price and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District or the Fiscal Agent, disbursement of such payments to Direct Participants will be the responsibility ofDTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its service as depository with respect to the 2006 Bonds at any time by giving reasonable notice to the District or Fiscal Agent. Under such circumstances, in the event that a successor depository is not obtained, the 2006 Bond certificates are required to be printed and delivered. The Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, 2006 Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the Authority and the District believe to be reliable, but the Authority and the District take no responsibility for the accuracy thereof. Discontinuance ofDTC Services In the event that (a) DTC determines not to continue to act as securities depository for the 2006 Bonds, or (b) the Authority determines that DTC shall no longer act and delivers a written certificate to the Fiscal Agent to that effect, then the Authority will discontinue the Book-Entry System with DTC for the 2006 Bonds. If the Authority determines to replace DTC with another qualified securities depository, the Authority will prepare or direct the preparation of a new single separate, fully registered Bond for each maturity of the 2006 Bonds registered in the name of such successor or substitute securities depository as are not inconsistent with the terms G-2 of the Fiscal Agent Agreement. If the Authority fails to identify another qualified securities depository to replace the incumbent securities depository for the 2006 Bonds, then the 2006 Bonds shall no longer be restricted to being registered in the 2006 Bond registration books in the name of the incumbent securities depository or its nominee, but shall be registered in whatever name or names the incumbent securities depository or its nominee transferring or exchanging the 2006 Bonds shall designate. In the event that the Book-Entry System is discontinued, the following provisions would also apply: (i) the 2006 Bonds will be made available in physical form, (ii) principal of, and redemption premiums if any, on the 2006 Bonds will be payable upon surrender thereof at the trust office of the Fiscal Agent identified in the Fiscal Agent Agreement, and (iii)the 2006 Bonds will be transferable and exchangeable as provided in the Fiscal Agent Agreement. The Authority. the District and the Fiscal Agent do not have any responsibility or obligation to DTC Participants. to the persons for whom they act as nominees. to Beneficial Owners. or to any other person who is not shown on the registration books as being an owner of the 2006 Bonds, with respect to (i! the accuracy of any records maintained by DTC or any DTC Participants; (ii! the payment by DTC or any DTC Participant of any amount in respect of the principal of redemption price of or interest on the 2006 Bonds; (iii! the delivery of any notice which is permitted or required to be given to registered owners under theFiscalAgentAgreement; (iv) the selection by DTC or any DTC Participant of any person to receive payment in the event of a partial redemption of the 2006 Bonds; (v) any consent given or other action taken by DTC as registered owner; or (vi! any other matter arising with respect to the 2006 Bonds or the Fiscal Agent Agreement. The Authority. the District and the Fiscal Agent cannot and do not give any assurances that DTC, DTC Participants or others will distribute payments of principal of or interest on the 2006 Bonds paid to DTC or its nominee, as the registered (]limer, or any notices to the Beneficial Owners or that they will c/oso on a timely basis or will serve and act in a manner described in this Official Statement. The Authority, the District and the Fiscal Agent are not responsible or liablefor the failure ofDTC or any DTC Participant to make any payment or give any notice to a Beneficial Owner in respect to the 2006 Bonds or any error or delay relating thereto. G-3 APPENDIX H SPECIMEN MUNICIPAL BOND INSllRANCE POLICY H-l APPENDIX I BOUNDARY MAP 1-1 [THIS PAGE INTENTI< lNALL Y LEFT BLANK] TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVESTON) 2006 SPECIAL TAX REFUNDING BONDS, SERIES A 2006 SPECIAL TAX REFUNDING BOND, SUBORDINATE SERIES B CONTINUING DISCLOSURE AGREEMENT APPENDIX F FORM OF DISTRICT CONTINUING DISCLOSURE AGREEMENT This CONTINUING DISCLOSURE AGREEMENT (the "Disclosure Agreement") is executed and entered into as of September 1, 2006, by and between U.S. Bank National Association, a national banking association organized and existing under and by virtue of the laws of the United States of America (the "Bank"), in its capacity as Dissemination Agent (the "Dissemination Agent") and in its capacity as Fiscal Agent (the "Fiscal Agent"), and the Temecula Public Financing Authority, a joint exercise of powers authority organized and existing under and by virtue of the Constitution and of the laws of the State of California (the "Authority"), for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) (the "District"); WITNESSETH: WHEREAS, pursuant to the Fiscal Agent Agreement, dated September 1, 2006 (the "Fiscal Agent Agreement"), by and between the Authority and the Fiscal Agent, for and on behalf of the District, and the Fiscal Agent, the Authority has issued its 2006 Special Tax Refunding Bonds, Series A, in the aggregate principal amount of $ (the "Series A Bonds") and its 2006 Special Tax Refunding Bonds, Subordinate Series B, in the aggregate principal amount of$ (the "Series B Bonds," collectively, the "2006 Bonds"); and WHEREAS, this Disclosure Agreement is being executed and delivered by the Authority and the Fiscal Agent for the benefit of the owners and beneficial owners ofthe 2006 Bonds and in order to assist the underwriter of the 2006 Bonds in complying with Securities and Exchange Commission Rule 15c2-12(b )(5); NOW, THEREFORE, for and in consideration of the mutual premises and covenants herein contained, the parties hereto agree as follows: Section 1. Definition. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Fiscal Agent Agreement. In addition, the following capitalized terms shall have the following meanIngs: "Annual Report" shall mean any Annual Report provided by the Authority pursuant to, and described in, Sections 2 and 3 of this Disclosure Agreement. "Annual Report Date" shall mean the date in each year that is eight months after the end of the Authority's fiscal year, which date, as of the date of this Disclosure Agreement, is March 1. "Disclosure Representative" shall mean the Finance Director of the City ofTemecula, as Treasurer of the Authority, or his or her designee, or such other office or employee as the Authority shall designate in writing to the Fiscal Agent from time to time. "Dissemination Agent" shall mean U.S. Bank National Association, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Authority and which has filed with the Fiscal Agent a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 4(a) of this Disclosure Agreement. F-l "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. Information on the National Repositories as of a particular date is available on the Internet at www.sec.gov/info/municipallnrmsir.htm. 'X lfficial Statement" shall mean the (lfficial Statement, dated 2006 Bonds. , 2006, relating to the "Participating Underwriter" shall mean Stone & Youngberg LLC. "Repository" shall mean each National Repository and each State Repository. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State Repository" shall mean any public or private repository or entity designated by the State of California as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Agreement, there is no State Repository. Section 2. ITml1~1()n of Annll:ll Ren()ft~ (a) The Authority shall, or, upon furnishing the Annual Report to the Dissemination Agent, shall cause the Dissemination Agent to, provide to each Repository, to the Fiscal Agent and to the Participating Underwriter an Annual Report which is consistent with the requirements of Section 3 of the Disclosure Agreement, not later than the Annual Report Date, commencing with the report for the 2005-06 fiscal year. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 3 of this Disclosure Agreement; provided, however, that the audited financial statements of the Authority, if any, may be submitted separately from the balance of the Annual Report, and later than the date required above for the filing of the Annual Report if not available by that date. If the Authority's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 4(f). (b) Not later than fifteen (15) Business Days prior to the date specified in subsection (a) for providing the Annual Report to Repositories, the Authority shall provide the Annual Report (in a form suitable for reporting to the Repositories) to the Dissemination Agent, the Fiscal Agent (if the Fiscal Agent is not the Dissemination Agent) and the Participating Underwriter. If by such date, the Fiscal Agent has not received a copy of the Annual Report, the Fiscal Agent shall contact the Disclosure Representative and the Dissemination Agent to inquire if the Authority is in compliance with the first sentence of this subsection (b). The Authority shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by it hereunder. The Dissemination Agent may conclusively rely upon such certification of the Authority and shall have no duty or obligation to review such Annual Report. (c) If the Fiscal Agent is unable to verify that an Annual Report has been provided to Repositories by the date required in subsection (a), the Fiscal Agent shall send a notice to the Repositories and the appropriate State Repository, if any, in substantially the form attached as Exhibit A. The Annual Report may be provided in electronic format to each Repository and the Participating Underwriter and may be provided through the services of a "central post office" approved by the Securities and Exchange Commission. For example, any filing under this F-2 Continuing Disclosure Agreement may be made solely by transmitting such filing to the Texas Municipal Advisory Council (the "MAC") as provided at http://www.disclosureusa.org unless the United States Securities and Exchange Commission has withdrawn the interpretive advice in its letter to the MAC dated September 7, 2004. (d) 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) file a report with the Authority, the Participating Underwriter and (if the Dissemination Agent is not the Fiscal Agent) the Fiscal Agent certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided and listing all the Repositories to which it was provided. Section 3. Content of Annual Renorts. The Authority's Annual Report shall contain or incorporate by reference the following; provided, however, that for the first Annual Report due with respect to Fiscal Year 2005-06, provision of the items referenced in clause (b) maybe satisfied by providing a copy of the (lfficial Statement relating to the 2006 Bonds: (a) The Authority's audited financial statements, if any, prepared in accordance with generally accepted accounting principles as promulgated to apply to govemment entities from time to time by the Governmental Accounting Standards Board. If the Authority's audited financial statements, if any, are not available by the time the Annual Report is required to be filed pursuant to Section 2( a), the Annual Report shall contain unaudited financial statements in a format similar to that used for the Authority's audited financial statements, and the audited financial statements, if any, shall be filed in the same manner as the Annual Report when they become available. If the Authority's audited financial statements, if any, or unaudited financial statements are already filed, the Annual Report may reference that such financial statements are on file with the Repositories. For purposes of this Section 3( a), if audited financial statements of the Authority are not prepared, the Authority shall include or incorporate by reference the audited financial statements of the City of Temecula and such inclusion or incorporation shall be deemed to satisfy the requirement to provide audited financial statements of the Authority. (b) The following information: (i) The principal amount of 2006 Bonds and parity bonds, if any, outstanding as of September 30 next preceding the date of the Annual Report Date. (ii) The balance in the Reserve Fund, if any, and a statement of the Reserve Requirementas of the September 30 next preceding the Annual Report Date and the balance in the other funds and accounts held under the Fiscal Agent Agreement. (iii) Information regarding the amount of the annual special taxes levied in the District by the Rate and Method of Apportionment of Special Tax land use categories, the names of the owners of property responsible for more than 5% of the Special Tax levy and the amount of Special Tax owed, as shown on such assessment roll of the Riverside County Assessor last equalized prior to the September 30 next preceding the Annual Report Date. F-3 (iv) The total assessed value of all parcels within the District on which the Special Taxes are levied, as shown on the assessment roll of the Riverside County Assessor last equalized prior to the September 30 next preceding the Annual Report Date, and a statement of assessed value for the property in the District by Rate and Method of Apportionment of Special Tax land use categories. (v) The Special Tax delinquency rate for all parcels within the District on which the Special Taxes are levied, as shown on the assessment roll of the Riverside County Assessor last equalized prior to the September 30 next preceding the Annual Report Date, the number of parcels within the District on which the Special Taxes are levied and which are delinquent in payment of Special Taxes based on parcels, as shown on the assessment roll on the Riverside County Assessor last equalized prior to the September 30 next preceding the Annual Report Date, the amount of each delinquency, the length of time delinquent and the date on which foreclosure was commenced, or similar information pertaining to delinquencies deemed appropriate by the District; provided. however, that parcels with aggregate delinquencies of$5,000 or less (excluding penalties and interest) may be grouped together and such information may be provided by category. (vi) The status of foreclosure proceedings for any parcels within the District on which the Special Taxes are levied and a summary ofthe results of any foreclosure sales as of the September 30 next preceding the Annual Report Date. (vii) The identity of any property owner representing more than five percent (5%) of the annual Special Tax levy who is delinquent in payment of such Special Taxes, as shown on such assessment roll ofthe Riverside County Assessor last equalized prior to the September 30 next preceding the Annual Report Date. (viii) A summary of (a) zoning changes, if any, approved by the City of Temecula (the "City") for property subject to the Special Tax in the District and (b) building permits issued by the City for property subject to the Special Tax in the District. (c) In addition to any of the information expressly required to be provided under paragraphs (a) and (b) of this Section, the Authority shall provide such further information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Authority or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The District shall clearly identify each such other document so included by reference. A form of information cover sheet for municipal secondary market disclosure recommended by the Municipal Securities Rulemaking Board is attached as Exhibit B. F-4 Section 4. ~rtln? of ~i,onlflr.:mt F~l~nt~, - - F-5 (a) Pursuant to the provisions of this Section 4, the Authority shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2006 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, orsale of property securing repayment of the securities; (xi) Rating changes; and (xii) Receipt by the Authority of notice that a credit on liquidity facility will not be renewed, replaced or extended. (b) The Fiscal Agent shall, within five (5) business days of obtaining actual knowledge of the occurrence of any of the Listed Events, contact the Disclosure Representative, inform such person of the event, and request that the Authority promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (f), provided. however, that the Dissemination Agent shall have no liability to Bond Owners for any failure to provide such notice. For purposes of this Disclosure Agreement, "actual knowledge" of the occurrence of the Listed Events described under clauses (ii), (iii), (vi), (x) and (xi) above shall mean actual knowledge by an officer at the corporate trust office of the Fiscal Agent. The Fiscal Agent shall have no responsibility for determining the materiality of any of the Listed Events. (c) Whenever the Authority obtains knowledge of the occurrence of a Listed Event, whether because of a notice from the Fiscal Agent pursuant to subsection (b) or otherwise, the Authority shall as soon as possible determine if such event would be material under applicable federal securities law. (d) If the Authority determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities law, the Authority shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (f). The Authority shall provide the Dissemination Agent with F-6 a form of notice of such event in a format suitable for reporting to the Municipal Securities Rulemaking Board and each State Repository, if any. (e) If in response to a request under subsection (b), the Authority determines that the Listed Event would not be material under applicable Federal securities law, the Authority shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (f). (f) If the Dissemination Agent has been instructed by the Authority to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the Municipal Securities Rulemaking Board and each State Repository and shall provide a copy of such notice to each Participating Underwriter, as listed in Section 12. 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 owners of affected 2006 Bonds pursuant to the Fiscal Agent Agreement. Section 5. Termination of Renortina Ohliaation. All of the Authority's obligations under this Disclosure Agreement shall terminate upon the earliest to occur of (i) the legal defeasance of the 2006 Bonds, (ii) prior redemption ofthe 2006 Bonds or (iii) payment in full of all the 2006 Bonds. If such determination occurs prior to the final maturity of the 2006 Bonds, the Authority shall give notice of such termination in the same manner as for a Listed Event under Section 4(f). Section 6. T)i""",ination Aaent The Authority may, from time to time, appoint or engage a Dissemination Agent to assist in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be U.S. Bank National Association. The Dissemination Agent may resign by providing forty-five (45) days' written notice to the Authority and the Fiscal Agent (if the Fiscal Agent is not the Dissemination Agent). The Dissemination Agent shall have no duty to prepare the Annual Report nor shall the Dissemination Agent be responsible for filing any Annual Report not provided to it by the Authority in a timely manner and in a form suitable for filing. If at any time there is not any other designated Dissemination Agent, the Fiscal Agent shall be the Dissemination Agent. Section 7. ilmRnrlmRnt. W";vp.r Notwithstanding any other provision of this Disclosure Agreement, the Authority, the Fiscal Agent and the Dissemination Agent may amend this Disclosure Agreement (and the Fiscal Agent and the Dissemination Agent shall agree to any amendment so requested by the Authority, so long as such amendment does not adversely affect the rights or obligations of the Fiscal Agent or the Dissemination Agent), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of Sections 2(a), 3 or 4(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the 2006 Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended orwaived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements ofthe Rule at the time of the primary offering of the 2006 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and F-7 (c) the proposed amendment or waiver either (i) is approved by owners of a majority of the owners of the 2006 Bonds affected thereby in the manner provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the owners or beneficial owners of the 2006 Bonds. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual financial information containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information in order to provide information to investors to enable them to evaluate the ability of the Authority to meet its obligations, including its obligation to pay debt service on the 2006 Bonds. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to the Repositories in the same manner as for a Listed Event under Section 4(f). Section 8. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Authority from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Authority chooses to include any information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is specifically required by this Disclosure Agreement, the Authority shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 9. Default. In the event of a failure of the Authority, the Dissemination Agent or the Fiscal Agent to comply with any provision of this Disclosure Agreement, the Fiscal Agent may (and, at the written direction of any Participating Underwriter or the owners of at least 25% aggregate principal amount of (lutstanding2006 Bonds, shall, upon receipt of indemnification reasonably satisfactory to the Fiscal Agent), or any owner or beneficial owner of the 2006 Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Authority, the Dissemination Agent or the Fiscal Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Fiscal Agent Agreement, and the sole remedy under this Disclosure Agreement in the event of any failure of the Authority, the Dissemination Agent or the Fiscal Agent to comply with this Disclosure Agreement shall be an action to compel performance. Section 10. Duties_ Immunities and I,iahilities of Fiscal Agent and Dissemination Agent. Section 7.0 1 and Section 7.02 of the Fiscal Agent Agreement are hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Fiscal Agent Agreement, and the Fiscal Agent and the Dissemination Agent shall be entitled to the protections, limitations F-8 from liability and indemnities afforded to the Fiscal Agent thereunder. The Dissemination Agent and the Fiscal Agent shall have only such duties hereunder as are specifically set forth in this Disclosure Agreement. This Disclosure Agreement does not apply to any other securities issued or to be issued by the Authority. The Dissemination Agent shall have no obligation to make any disclosure concerning the 2006 Bonds, the Authority or any other matter except as expressly set out herein, provided that no provision of this Disclosure Agreement shall limit the duties or obligations of the Fiscal Agent under the Fiscal Agent Agreement. The Dissemination Agent shall have no responsibility for the preparation, review, form or content of any Annual Report or any notice of a Listed Event. The fact that the Fiscal Agent has or may have any banking, fiduciary or other relationship with the District or any other party, apart from the relationship created by the Fiscal Agent Agreement and this Disclosure Agreement, shall not be construed to mean that the Fiscal Agent has knowledge or notice of any event or condition relating to the 2006 Bonds or the District except in its respective capacities under such agreements. No provision of this Disclosure Agreement shall require or be construed to require the Dissemination Agent to interpret or provide an opinion concerning any information disclosed hereunder. Information disclosed hereunder by the Dissemination Agent may contain such disclaimer langnage conceming the Dissemination Agent's responsibilities hereunder with respect thereto as the Dissemination Agent may deem appropriate. The Dissemination Agent may conclusively rely on the determination of the District as to the materiality of any event for purposes of Section 4 hereof. Neither the Fiscal Agent nor the Dissemination Agent make any representation as to the sufficiency of this Disclosure Agreement for purposes of the Rule. The Dissemination Agent shall be paid compensation by the District 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 in the performance of its duties hereunder. The District's obligations under this Section 10 shall survive the termination of this Disclosure Agreement. Section 11. Reneficiarie, The Participating Underwriter and the owners and beneficial owners from time to time of the 2006Bonds shall be third party beneficiaries under this Disclosure Agreement. This Disclosure Agreement shall inure solely to the benefit of the District, the Fiscal Agent, the Dissemination Agent, the Participating Underwriter and owners and beneficial owners from time to time of the 2006 Bonds, and shall create no rights in any other person or entity. Section 12. Nnl;CR' Any notice or communications herein required or permitted to be given to the Authority, the Fiscal Agent or the Dissemination Agent shall be in writing and shall be deemed to have been sufficiently given or served for all purposes by being delivered or sent by telecopy or by being deposited, postage prepaid, in a post office letter box, to the addresses set forth below, or to such other address as may be provided to the other parties hereinafter listed in writing from time to time, namely: If to the Authority: Temecula Public Financing Authority 43200 Business Park Drive Temecula, California 92590 Attention: Director of Finance Telephone: 951/694-6430 Telecopier: 951/694-6479 If to the Community Facilities District: Community Facilities District No. 01-2 (Harveston) 43200 Business Park Drive Temecula, California 92590 F-9 If to the Dissemination Agent: If to the Fiscal Agent: If to the Participating Underwriter: Attention: Director of Finance Telephone: 951/694-6430 Telecopier: 951/694-6479 u.s. Bank National Association 633 West Fifth Street, 24th Floor LM-CA-T24T Los Angeles, California 90071 Telephone: 213/615-6005 Telecopier: 213/615-6196 u.s. Bank National Association 633 West Fifth Street, 24th Floor LM-CA-T24T Los Angeles, California 90071 Telephone: 213/615-6005 Telecopier: 213/615-6196 Stone & Youngberg LLC One Ferry Building San Francisco, California 94111 Telephone: 415/445-2300 Telecopier: 415/445-2395 Attention: Municipal Research Department Section 13. Future Detennl.!lJltl_()!l. ()f Ol)1_1_~,~.~~. pc::r~,0ns. In the event the Securities Exchange Commission amends, clarifies or supplements the Rule in such a manner that requires any landowner within the Authority to be an obligated person as defined in the Rule, nothing contained herein shall be construed to require the Authority to meet the continuing disclosure requirements of the Rule with respect to such obligated person and nothing in this Disclosure Agreement shall be deemed to obligate the Authority to disclose information concerning any owner of land within the Authority except as required as part of the information required to be disclosed by the Authority pursuant to Section 4 and Section 5 hereof. Section 14. Severahilitv. In case anyone or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. Section 15. State of California Law Governs. The validity, interpretation and performance of this Disclosure Agreement shall be governed by the laws of the State of California. Section 16. f'onnternart.. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 1 7. Memer. Any person succeeding to all or substantially all of the Dissemination Agent's corporate trust business shall be the successor Dissemination Agent without the filing of any paper or any further act. F-1O F-11 IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the date first above written. TEMEClTLA PUBLIC FINANCING AUTH< lRITY, FOR AND ON BEHALF OF TEMEClTLA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVESTON) By: Authorized Officer U.S. BANK NATIONAL ASSOCIATION, as Fiscal Agent By: Authorized Officer U.S. BANK NATIONAL ASSOCIATION, as Dissemination Agent By: Authorized Officer F-12 EXHIBIT A NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF FAILlTRE TO FILE ANNUAL REPORT Name ofIssuer: Temecula Public Financing Authority, for and on behalf of Temecula Public Financing Authority, Community Facilities District No. 01-2 (Harveston) Name of Bond Issue: Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Series A and 2006 Special Tax Refunding Bonds, Subordinate Series B Date ofIssuance: ,2006 NOTICE IS HEREBY GIVEN that the Temecula Public Financing Authority (the "Authority") has not provided an Annual Report with respect to the above-named 2006 Bonds as required by the Continuing Disclosure Agreement, dated as of September 1, 2006, by and between U. S. Bank National Association, in its capacity as Fiscal Agent, and in its capacity as Dissemination Agent, and the Authority. [The Authority anticipates that the Annual Report will be filed by .] Dated: ,2006 U.S. BANK NATIONAL ASSOCIATION, as Fiscal Agent, on behalf of the Temecula Public Financing Authority Authorized Officer cc: Temecula Public Financing Authority Stone & Youngberg LLC F-13 EXHIBIT B Municipal Secondary Market Disclosure Information Cover Sheet This cover sheet should be sent with all submissions made to the Municipal Securities Rulemaking Board, Nationally Recognized Municipal Securities Information Repositories, and any applicable State Information Depository, whether the filing is voluntary or made pursuant to Securities and Exchange Commission Rule 15c2-12 or any analogous state statute. See www.sec.gov/info/municipal/nrmsir.htm for list of current NRM:SIRs and Sills IF THIS FILING RELATES TO A SINGLE BOND ISSUE: Provide name ofbonu issue exactly as it appears on the cover of the ()fficial Statement (please include name of state where Issuer is located): $ TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVEST ON) 2006 SPECIAL TA.X REFUNDING BONDS, SERIES A (California) Provide nine-digit CUSIP@numbers'ifavailable, to which the information relates: $ TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVEST ON) 2006 SPECIAL TA.X REFUNDING BONDS, SUBORDINATE SERIES B (c:ALIFORNIA) PROVIDE NINE-DIGIT \:USIP@NUMBERS'IF AVAILABLE, TO WHICH THE INFORMATION RELA illS: F-14 IF THIS FILING RELATES TO ALL SECURITIES ISSUED BY THE ISSUER OR ALL SECURITIES OF A SPECIFIC CREDIT OR ISSUED UNDER A SINGLE INDENTURE: OTHEROBLIGATEDI'ERSON'S NAME (IF ANY): ISSUER'S NAME (PLEASE INCLUDE NAME OF STATE WHERE ISSUER IS LOCATED) (EXACTLY AS IT APPEARS ON THE OFFICIAL STATEMENT \:OVER) PROVIDE SIX- DIGIT CUSIpoo NUMBER( S) " IF AVAILABLE, OF ISSUER. * ((:'ONTACT rUSIP's<1> MUNICIPAL DISCLOSURE ASSISTANCE LINE AT 212.438.6518 FOR ASSISTANCE \VITH OBTAINING lHE PROPER rUSIp<1> NUMBERS.) TYPE OF FILING: D ELEC1RONIC (NUMBER OF PAGES ATTACHED) IF INFORMATION IS ALSO AVAILABLE ON THE INTERNET, GIVEllRL D PAPER (NUMBER OF PAGES ATTACHED) WHAT TYPE OF INFORMATION ARE YOU PROVIDING? (CHECK ALL THAT APPL V) A. D ANNUAL FINANCIAL INFORMATION AND OPERATING DATA PURSUANT TO RULE 15c2-12 (FlNANCIAL INFORMATION AND OPERATING DATA SHOULD NOT BE FILED WITH THE MSRB.) FISCAL PERIOD COVERED: B. D AUDITED FINANCIAL STATEMENTS OR CAFRpURSUANT TO RULE 15c2-12 FISCAL PERIOD COVERED: C. D NOTICE OF A MATERIAL EvENT PURSUANT TO RULE 15c2-12 (c:HECK AS APPROPRIATE) 2. D PRINCIPAL AND INTEREST PAYMENT 6. DELINQUENCIES D NON-P A YMENT RELATED DEFAULTS 7 3 D UNSCHEDULED DRAWS ON DEBT SERVICE R. RESERVES REFLECTING FINANCIAL DIFFICULTIES D UNSCHEDULED DRAWS ON CREDIT ENHANCEMENTS 9 REFLECTING FINANCIAL DIFFICULTIES D SUBSTITUTION OF CREDIT OR LIQUIDITY ]II PROVIDERS- OR THEIR FAILURE TO PERFORM 4. 5 D ADVERSE TAX OPINIONS OR EVENTS AFFECTING THE TAX-EXEMPT STATUS OF THE SECURITY D MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS D BOND CALLS D DEFEASANCES D RELEASE, SUBSTITUTION, OR SALE OF PROPERTY SECURING REPAYMENT OF THE SECURITIES 11 D RATING CHANGES D. D NOTICE OF FAILURE TO PROVIDE ANNUAL FINANCIAL INFORMATION AS REQUIRED E. D OTHER SECONDARY MARKET INFORMATION (SPECIFY): F-15 I HEREBY REPRESENT 1HA T I AM AUTHORIZED BY THE ISSUER OR OBLIGOR OR ITS AGENT TO DISTRIBUTE lHIS INFORMA TION PUBLICLY: IsSUER CONTACT: NAME EMPLOYER ADDRESS TELEPHONE EMAILADDRESS TITLE OTY STATE FAX I SSUER WEB SITE ADDRESS ZIP \:ODE DISSEMINATION AGENT CONTACT, IF ANY: NAME EMPLOYER ADDRESS TELEPHONE EMAILADDRESS TITLE OTY STATE F,,", RELATIONSHIP TO ISSUER ZIP \:ODE OBLIGOR CONTACT, IF ANY: NAME EMPLOYER ADDRESS TELEPHONE EMAILADDRESS TITLE OTY STATE FAX ()BLIGOR WEB SITE ADDRESS ZIP \:ODE INvESTOR RELATIONS CONTACT, IF ANY: NAME TELEPHONE TITLE EMAIL ADDRESS F-16 PUBLIC HEARING Ii - I. ITEM NO. 15 I I Approvals City Attorney Director of Finance City Manager )#f" 11/2 ~ CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Debbie Ubnoske, Director of Planning DATE: July 11, 2006 SUBJECT: Appeal of Planning Commission Denial of Planning Application No. PA05-0314 for a Minor Conditional Use Permit and Public Convenience or Necessity findings to sell alcohol within a 16,836 square foot retail facility (Rite Aid) to be located within the Rancho Temecula Town Center PREPARED BY: Cheryl Kitzerow, Associate Planner RECOMMENDATION: Should the City Council wish to deny Planning Application No. PA05- 0314, a Minor Conditional Use Permit and Public Convenience or Necessity Findings, the City Council should: 1. Adopt a resolution entitled: RESOLUTION NO. 06- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DENYING PLANNING APPLICATION NO. PA05'{)314, A MINOR CONDITIONAL USE PERMIT AND PUBLIC CONVENIENCE OR NECESSITY FINDINGS TO ALLOW FOR THE SALE OF BEER, WINE, AND DISTILLED SPIRITS (TYPE 21 LICENSE, OFF-SALE GENERAL) FROM AN APPROVED 16,836 SQUARE FOOT COMMERCIAL BUILDING TO BE LOCATED WITHIN THE RANCHO TEMECULA TOWN CENTER Or, Should the City Council wish to approve Planning Application No. PA05-0314, a Minor Conditional Use Permit and Public Convenience or Necessity Findings, the City Council should: 1. Adopt a resolution entitled: RESOLUTION NO. 06- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA05- 0314, A MINOR CONDITIONAL USE PERMIT AND PUBLIC CONVENIENCE OR NECESSITY FINDINGS TO ALLOW FOR THE SALE OF BEER, WINE, AND DISTILLED SPIRITS (TYPE 21 LICENSE, OFF-SALE GENERAL) FROM AN APPROVED 16,836 SQUARE FOOT COMMERCIAL BUILDING TO BE LOCATED WITHIN THE RANCHO TEMECULA TOWN CENTER BACKGROUND: On October 25, 2005, Thrifty-Payless I ncorporated (Rite Aid) applied for a Minor Conditional Use Permit and Findings of Public Convenience or Necessity to sell beer, wine and distilled spirits for off site consumption (Type 21 license). The project site is within the Rancho Temecula Town Center (approved by the City Council on November23, 2004). This project approval included a condition requiring a Conditional Use Permit for all future tenants within the center proposing alcohol sales. The subject application for Rite Aid was reviewed by the Planning Commission on April 19, 2006 and was denied 4-1. Commissioners Carey, Chiniaeff, Guerriero and Harter voted to deny the application. Commissioner Telesio voted to support the application. On May 3, 2006 the applicant filed an appeal requesting that the City Council overturn the Planning Commission denial. DISCUSSION: The staff report to the Planning Commission recommended approval of the Minor Conditional Use Permit and the findings of Public Convenience or Necessity for the proposed project. The Planning Commission voted to deny the project 4-1 as mentioned above. The applicant spoke in favor of the project. There were no other comments from the general public for or against the project. The Planning Commission discussion focused on the proximity of the proposed alcohol sales to Chaparral High School. The Development Code states that any business selling beer or wine shall be no closer than 500 feet from any public park, religious institution or school. Staff has verified that the proposed use is not closer than 500 feet from any religious institution, school, or public park based on the measurement criteria within Section 17.10.020 of the Development Code. The nearest such use, Chaparral High School, is located approximately 700 feet southwest of the project across Winchester Road. Commissioner Chiniaeff believed that the proximity of the proposed use to the high school would result in the corner of Winchester and Nicolas Roads becoming a hangout for teenagers. He stated that the sale of alcohol across the street from any high school should not be permitted. Commissioners Harter and Carey agreed with these concerns. Commissioner Telesio commented that a distance of 500-feet would not be a deterrent for a minor to try and purchase alcohol. His concern was to ensure that Rite Aid provided training to all staff selling alcohol and ensure proper actions be taken should a violation occur. Chairman Guerriero stated that the location of the proposed use was a concern to him, but that he would be willing to consider approval, if the applicant would be willing to have the Alcohol Beverage Control (ABC) perform extensive training for Rite Aid employees (to which the applicant agreed). The Commission voted 4-1 to deny the request, and concluded that the Finding of Public Convenience or Necessity could not be made because (1) the proposed use would not be compatible in nature, condition, and development of adjacent land uses, (2) the proposed use would have an adverse effect on adjacent land uses, and (3) the proposed use would result in an excessive number of similar establishments in close proximity (census tract is considered over- concentrated by the ABC - 8 Type 21 (off-sale general) licenses are allowed and a total of 11 are currently authorized). Aooellant's Position The appellant requests the Council overturn the Planning Commission's denial and provides the following comments: (1) the proposed Rite Aid store complies with the requirements of the City's Development Code as the store is a permitted use within the zone (although a Conditional Use Permit is required for the sale of alcohol) and is consistent with the General Plan, (2) the proposed use is located over 500 feet (measured door to door) from any public park, religious institution, or school, (3) the School District received public notice of the Commission hearing and did not contact the City with any questions or concerns about the proposed business or request to sell alcohol, (4) Rite Aid has an exemplary record in complying with state and local regulations regarding the sale of alcohol, and (5) the Planning Commission previously approved a Finding of Public Convenience or Necessity for a Beverages & More store located within the same shopping center. Environmental Review In accordance with the California Environmental Quality Act, the proposed Project has been deemed to be categorically exempt from further environmental review per Section 15301, Existing Facilities. A Notice of Exemption will be filed. FISCAL IMPACT: N/A ATTACHMENTS: CC Resolution No. 06-_ CC Resolution No. 06-_ Appeal Justification Letter Excerptfrom Planning Commission Minutes (April 19, 2006) Planning Commission Staff Report of April 19, 2006 RESOLUTION NO. 06- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DENYING PLANNING APPLICATION NO. PA05-0314, A MINOR CONDITIONAL USE PERMIT AND PUBLIC CONVENIENCE OR NECESSITY FINDINGS TO ALLOW FOR THE SALE OF BEER, WINE, AND DISTILLED SPIRITS (TYPE 21 LICENSE, OFF-SALE GENERAL) FROM AN APPROVED 16,836 SQUARE FOOT COMMERCIAL BUILDING TO BE LOCATED WITHIN THE RANCHO TEMECULA TOWN CENTER THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City Council of the City of Temecula does hereby find, determine and declare that: A. Matthew Fagan Consulting Services filed Planning Application No. PA05- 0314, in a manner in accord with the City of Temecula General Plan and Development Code. Planning Application No. PA05-0314 is an application for a minor cnoditional use premit and Findings of Public Convenience or Necessisity to sell beer and wine at the Rite Aid Drug Store in the Rancho Temecula Town Center. B. Planning Application No. PA05-0314 was processed including, but not limited to a public notice, in the time and manner prescribed by State and local law. C. The Planning Commission, at a regular meeting, considered Planning Application No. PA05-0314 on April 19, 2006, at a duly noticed public hearing as prescribed by law, at which time the City staff and interested persons had an opportunity to and did testify either in support or in opposition to this matter. D. The Applicant filed a timely appeal of the Planning Commissions denial of the Application. E. The City Council, at a regular meeting, considered Planning Application No. PA05-0314 on July 11, 2006 at a duly noticed hearing as prescribed by law, at which time the City staff and interested persons had an opportunity to and did testify either in support or in opposition to this matter. Section 2. Findings. Based on the administrative record before the Council and after due deliberation, the City Council hereby makes the following findings concerning Planning Application No. PA05-0314 (Minor Conditional Use Permit and Findings of Public Convenience or Necessity) as required by Section 17.04.01 O.E of the Temecula Municipal Code: Conditional Use Permit (Code Section 17.040.01 O.E\. A. The proposed conditional use is not consistent with the General Plan and the Development Code. The proposed use is not consistent with the General Plan Land Use Element (Community Commercial) and Zoning (Specific Plan-1) and the standards within the Development Code. Although the location of the project exceeds the minimum separation requirement of 500 feet from a religious institution, school, or public park, the City Council finds and determine that the use is not compatible with existing adjacent uses. B. The proposed minor conditional use is not compatible with the nature, condition and development of adjacent uses, buildings and structures and the proposed minor conditional use will not adversely affect the adjacent uses, buildings or structures. The proposed project is not compatible with the nature, condition and development of adjacent uses, buildings, and structures because the proposed project is in close proximity to a public high school because the project is in close proximity to a public high school across the street and is located on a corner that receives a high amount of foot traffic from adolescents before, during, and after school hours. C. The nature of the proposed minor conditional use is detrimental to the health, safety and general welfare of the community. The nature of the proposed use is detrimental to the health, safety and general welfare of the community because the project is in close proximity to a public high school across the street and is located on a corner that receives a high amount of foot traffic from adolescents before, during, and after school hours. Criteria to iustifv makina a findina of Public Convenience or Necessitv A. Is the proposed use consistent with the General Plan and the Development Code? No. The proposed use is not consistent with the General Plan Land Use Element (Community Commercial) and Zoning (Specific Plan-1)or the standards within the Development Code. Although the location of the project exceeds the minimum separation requirement of 500 feet from a religious institution, school, or public park, the City Council finds and determine that the use is not compatible with existing adjacent uses because the project is in close proximity to a public high school across the street and is located on a corner that receives a high amount of foot traffic from adolescents before, during, and after school hours. B. Is the proposed use compatible with the nature, condition, and character of adjacent land uses? No. The proposed project is not compatible with the nature, condition and development of adjacent uses, buildings, and structures because because the project is in close proximity to a public high school across the street and is located on a corner that receives a high amount of foot traffic from adolescents before, during, and after school hours. C. Will the proposed use have an adverse effect on adjacent land uses? Yes. The site is in close proximity to a public high school across the street and is located on corner that receives a high amount of foot traffic from adolescents before, during, and after school hours. D. Would the proposed use result in an excessive number of similar establishments in close proximity? Yes. Per information obtained from Alcohol Beverage Control, there are currently a total of 11 Type 21 licenses authorized within Census Tract 0432.03 and a total of 8 are allowed before being considered over-concentrated by ABC. Based on the information provided by ABC, it has been determined that the tract is over-concentrated in Type 21 licenses. Section 3. Environmental Comoliance. A Notice of Exemption for Planning Application No. PA05-0314 was made per the California Environmental Quality Act Guidelines Section 15301, Existing Facilities. Section 4. Denial of Aoolication. That the City of Temecula City Council hereby denies the Appeal and denies Planning Application PA05-0314 (Minor Conditional Use Permit and Findings of Public Convenience or Necessity). PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 11th day of July , 2006. Ron Roberts, Mayor ATTEST: Susan W. Jones, MMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 11 th day of July, 2006, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: Susan W. Jones, MMC City Clerk RESOLUTION NO. 06- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA05-0314, A MINOR CONDITIONAL USE PERMIT AND PUBLIC CONVENIENCE OR NECESSITY FINDINGS TO ALLOW FOR THE SALE OF BEER, WINE, AND DISTILLED SPIRITS (TYPE 21 LICENSE, OFF-SALE GENERAL) FROM AN APPROVED 16,836 SQUARE FOOT COMMERCIAL BUILDING TO BE LOCATED WITHIN THE RANCHO TEMECULA TOWN CENTER THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City Council of the City of Temecula does hereby find, determine and declare that: A. Matthew Fagan Consulting Services filed Planning Application No. PA05- 0314, in a manner in accord with the City of Temecula General Plan and Development Code. B. Planning Application No. PA05-0314 was processed including, but not limited to a public notice, in the time and manner prescribed by State and local law. C. The Planning Commission, at a regular meeting, considered Planning Application No. PA05-0314 on April 19, 2006, at a duly noticed public hearing as prescribed by law, at which time the City staff and interested persons had an opportunity to and did testify either in support or in opposition to this matter. D. The City Council, at a regular meeting, considered Planning Application No. PA05-0314 on July 11, 2006 at a duly noticed hearing as prescribed by law, at which time the City staff and interested persons had an opportunity to and did testify either in support or in opposition to this matter. Section 2. Findings. The City Council, in approving Planning Application No. PA05-0314 (Minor Conditional Use Permit and Findings of Public Convenience or Necessity) hereby makes the following findings as required by Section 17.04.010.E of the Temecula Municipal Code. Conditional Use Permit (Code Section 17.040.01 O.E\. A. The proposed conditional use is consistent with the General Plan and the Development Code. The proposed use is consistent with the General Plan Land Use Element (Community Commercial) and Zoning (Specific Plan-1), as well as, the standards within the Development Code. The project exceeds the minimum separation requirement of 500 feet from a religious institution, school, or public park. However, the City Council determined that the use is not compatible with existing adjacent uses. B. The proposed minor conditional use is compatible with the nature, condition and development of adjacent uses, buildings and structures and the proposed minor conditional use will not adversely affect the adjacent uses, buildings or structures. The proposed project is compatible with the nature, condition and development of adjacent uses, buildings, and structures because the proposed site location is greater than 500 feet from any a public school, church, or park as required by the City Development Code.. C. The nature of the proposed minor conditional use is not detrimental to the health, safety and general welfare of the community. The nature of the proposed use will not be detrimental to the health, safety and general welfare of the community because the proposed use offers a variety of retail goods and is not exclusively selling alcohol, and has been conditioned to ensure that all employees involved with the sales will receive training in the proper procedures and identification checks. Criteria to iustifv makina a findina of Public Convenience or Necessity. A. Is the proposed use consistent with the General Plan and the Development Code? Yes. The proposed use is consistent with the General Plan Land Use Element (Community Commercial) and Zoning (Specific Plan-1), as well as, the standards within the Development Code. The project exceeds the separation requirement of 500 feet from a religious institution, school, or public park. However, the City Council determined that the use is not compatible with existing adjacent uses. B. Is the proposed use compatible with the nature, condition, and character of adjacent land uses? Yes. The proposed project is compatible with the nature, condition and development of adjacent uses, buildings, and structures because the proposed project is not in close proximity to a public high school. C. Will the proposed use have an adverse effect on adjacent land uses? No. The site is not in close proximity to a public high school and is a general retail use located in an approved shopping center. D. Would the proposed use result in an excessive number of similar establishments in close proximity? No. Per information obtained from Alcohol Beverage Control, there are currently a total of 11 Type 21 licenses authorized within Census Tract 0432.03 and a total of 8 are allowed before being considered over-concentrated by ABC. However, the majority of the total alcohol licenses in that Census Tract are restaurant uses. The project will help add diversification to the rtBil uses in that Census Tract. Section 3. Environmental Comoliance. A Notice of Exemption for Planning Application No. PA05-0314 was made per the California Environmental Quality Act Guidelines Section 15301, Existing Facilities. Section 4. Conditions. That the City of Temecula City Council hereby approves Planning Application PA05-0314 (Minor Conditional Use Permit and Findings of Public Convenience or Necessity), subject to the conditions of approval set forth on Exhibit A, attached hereto, and incorporated herein by this reference together with any other conditions that may be deemed necessary. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 11th day of July , 2006. Ron Roberts, Mayor ATTEST: Susan W. Jones, MMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 11 th day of July, 2006, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: Susan W. Jones, MMC City Clerk EXHIBIT A FINAL CONDITIONS OF APPROVAL EXHIBIT A CITY OF TEMECULA FINAL CONDITIONS OF APPROVAL Planning Application No.: PA05-0314 Project Description: A Minor Conditional Use Permit and Public Convenience or Necessity Findings to allow for the sale of beer, wine, and distilled spirits (Type 21 license, off-sale general) from an approved 16,836 square foot commercial building to be located at 39782 Winchester Road Assessor's Parcel No.: 920-100-013 MSHCP CATEGORY: N1A DIF CATEGORY: N/A TUMF CATEGORY: N/A Approval Date: July 11, 2006 Expiration Date: July 11, 2008 WITHIN 48 HOURS OF THE APPROVAL OF THIS PROJECT Planning Department 1. The applicanVdeveloper shall deliver to the Planning Department a cashier's check or money order made payable to the County Clerk in the amount of Sixty-Four Dollars ($64.00) for the County administrative fee, to enable the City to file the Notice of Exemption as provided under Public Resources Code Section 211 08(b) and California Code of Regulations Section 15062. If within said 48-hour period the applicanVdeveloper has not delivered to the Planning Department the check as required above, the approval for the project granted shall be void by reason of failure of condition (Fish and Game Code Section 711.4(c)). GENERAL REQUIREMENTS Planning Department 2. The applicant shall sign both copies of the final conditions of approval that will be provided by the Planning Department staff, and return one signed set to the Planning Department for their files. 3. The applicant shall comply with the statement of operations for PA05-0314 on file with the Planning Division, unless superceded by these Conditions of Approval. 4. This Conditional Use Permit may be revoked pursuant to Section 17.03.080 of the City's Development Code. 5. The applicant and owner of the real property subject to this condition shall hereby agree to indemnify, protect, hold harmless, and defend the City with Legal Counsel of the City's own selection from any and all claims, actions, awards, judgments, or proceedings against the City to attack, set aside, annul, or seek monetary damages resulting, directly or indirectly, from any action in furtherance of and the approval of the City, or any agency or instrumentality thereof, advisory agency, appeal board or legislative body including actions approved by the voters of the City, concerning the Planning Application. The City shall be deemed for purposes of this condition, to include any agency or instrumentality thereof, .or any of its elected 'or appointed officials, officers, employees, consultants, contractors, legal counsel, and agents. City shall promptly notify both the applicant and landowner of any claim, action, or proceeding to which this condition is applicable and shall further cooperate fully in the defense of the action. The City reserves the right to take any and all action the City deems to be in the best interest of the City and its citizens in regards to such defense. 6. Within two years of approval of this permit, commencement of the use shall have occurred or the approval shall be subject to expiration. 7. If commencement of the use has not occurred within two years of approval of this permit, the permittee may, prior to the expiration of the conditional use permit, apply for up to three one-year extensions of time. Each extension of time shall be granted in one-year increments only. 8. The City, and its Planning Director, Planning Commission, and City Council retain and reserve the right' and jurisdiction to review and modify this conditional use permit (including the conditions of approval) based on changed circumstances. Changed circumstances include, but are not limited to the modification of the business, a change in scope, emphasis, size or nature of the business, and the expansion, alteration, reconfiguration or change of use. The reservation of right to review any conditional use permit granted or approved or conditionally approved hereunder by the City, its Planning Director, Planning Commission, and City Council is in addition to, and not lieu of, the right of the City, its Director of Planning, Planning Commission, and City Council to review and revoke or modify any conditional use permit approved or conditionally approved hereunder for any violations of the conditions imposed on such conditional use permit or for the maintenance of any nuisance condition or other code violation thereon. 9. Prior to the commencement of any alcohol sales, the applicant shall submit verification the Department of Alcohol Beverage Control has issued the necessary Type 21 license (off-sale general). 10. The applicant shall comply with all underlying conditions set pertaining to PA02-0364, PA02-0365, and PA04-0540. 11. All of the foregoing conditions shall be complied with prior to occupancy or any use allowed by this permit. Police Department 12. Applicant has applied for a Type 21 (Off Sale General) (Package Store) through the Riverside District Office of Alcoholic Beverage Control. Authorizes the sale of beer, wine and distilled spirits for consumption off the premises where sold. Minors are allowed on the premises. 13. Applicant will comply with City Ordinance 97-07, (9.14.010 Temecula Municipal Code series) . 14. Identification will be verified utilizing one of the following: a. A valid California Driver's License b. A valid California Identification Card c. A valid Military Identification Card (Active/Reserve/Retired/Dependent) d. A valid Driver's License from any of the Fifty States or Territories of the United States e. A valid U.S. Passport f. A valid government issued identification card issued by a Federal, State, County or City agency 15. As noted above, only a valid government issued identification card issued by a federal, state, county or City agency is acceptable, providing it complies with the below requirements (25660 Business and Profession Code). a. Name of person b. Date of birth c. Physical description d. Photograph e. Currently valid (not expired) 16. Applicant will ensure all employees involved with the sales, service and identification checks for the purpose of any sales of alcoholic beverages is trained in the proper procedures and identification checks. The Temecula Police Department provides free training for all employers and employees involved in the service and sales of alcoholic beverages. It is the responsibility of the applicant to set up a training session for all new employees working at Beverages and More. Contact the Crime Prevention and Plans Officer at (951) 695-2773 to set up a training date. Training must be completed prior to the grand opening of this business and periodic updated training when new employees/ management are hired. 17., Any public telephones located on the exterior of the building should be placed in a well- lighted, highly visible area, and installed with a "call-out only" feature to deter loitering. This feature is not required for public telephones installed within the interior of the building. 18. Licensees may not sell, give, or deliver alcohol (by the drink or by the package) between 2:00a.m. and 6:00a.m. of the same day. No person may knowingly purchase alcohol between 2:00a.m. and 6:00a.m. (Section 25631 B&P), Licensees may not permit patrons or employees to consume alcohol between 2:00a,m. and 6:00a.m. of the same day (Section 25632 B&P). 19. Authority of Peace Officers/Refusing Inspection: Police officers, sheriffs' deputies, and ABC investigators are sworn law enforcement officers (peace officers) with powers of arrest. Whether in plainclothes or uniform, peace officers have the legal right to visit and inspect any licensed premises at any time during business hours without a search warrant or probable cause. This includes inspecting the bar and back bar, store room, office, closed or locked cabinets, safes, kitchen, or any other area within the licensed premises. It is legal and reasonable for licensees to exclude the public from some areas of the premises. However, licensees cannot and must not deny entry to, resist, delay, obstruct, or assault a peace officer. (Sections. 25616, 25753, and 25755 B&P; 148 and 241 (b) PC) 20. The following requirements apply to stores (license Type 20 and 21): a. Post "No Loitering" signs upon written notice from the ABC b. Post "No Open Container" signs upon written notice from the ABC c. No alcohol consumption inside a store or outside a bar or tavern d. Illuminate the exterior of the premises, including adjacent public sidewalks and parking lots under the licensee's control, during all hours of darkness when open for business e. Remove litter daily from the premises, adjacent sidewalks and parking lots under licensee's control and sweep/clean these areas weekly f. Remove graffiti from premises and parking lot g, Have no more than 33% of windows covered with advertising or signs h. Have incoming calls blocked at pay phones upon request of local law enforcement or ABC; (see item 6 above) i. Have a copy of the operating standards available during normal business hours for viewing by the general public (Section 25612.5 (c) B&P) OUTSIDE AGENCIES 21. The applicant shall comply with the Department of Environmental Health letter dated November 29, 2005. By placing my signature below, I confirm that I have read, I understand and I accept all the above-mentioned Conditions of Approval. I further understand that the property shall be maintained in conformance with these conditions of approval and that any changes I may wish to make to the project shall be subject to Community Development Department approval. Applicant's Signature Date Applicant' #4D&AiirMENTOf~ifo~NfAfHru.TH November 29, 2005 ~ IH~ IH \!I ~ ]1 . ~ DEe 0 1 Z005 J City ofTem~ula Planning Department . P.O. Box 9033 .Temecula, CA 92589-9033 Attention: Hannony Bales By RE: DeV"elopment Plan No. PAOS.314 Dear Ms. Bales: I, Department ofEm:",,~enta1 Health has reviewed the Minbr Conditional Use Permit to sell alcohol within a 16,836 square foot retail facility to be loc~ted within the Rancho Temecu1a Town Center and we have no objections. <' 2. PRIOR TO THE ISSUANCE OF BUILDING PERMITS THE FOLLOWING SHOULD BEREQUlBED: . a) "Will-serve" letters from the appropriate Water and s~ering districts. b) If there are to be any food establishments, (including 'lfendingmachines), three complete sets of plans for each food establishment will be submitted including a fixture schedule, a finish schedule and a plumbing schedule in order to ~e compliance with the California Uniform Retail Food Facilities Law 2. For[specific reference, contact Food Facility.Plan Examiners at (951) 600-6330. Sincerely, &Martinez, Supervis~ viroumental Health Specialist (909) 955-8980 . . NOTE: Any CUIrent additional......:.<.~~nts not covered can be appli~le at time of Building Plan review fQt fmal Department ofL_., .:....._,mtaI Health clearance. Local Enforcemen' Agency. P.O. Box 1280, Riverside, CA 92502.1.280 . (909)955-8982 . fAX (909) 781.9653 . 4080 Lemon Street, 9th Floor. Riverside,.CA 92501 Land Use and Water .Englneering . P.O. Box 1206, Rive,.;de, CA 92502.1206 . (909)955-8980 . fAX (9091 955-8903 . 4080 L.mon Strea, 2nd Floor, Riverside, CA 92501 Appeal Planning Application No. PA05-0314 (Rite Aid - Minor Conditional Use Permit and Findings of Public Convenience or Necessity) Section A. Descriotion of Action Beina Aooeal The Planning Commission denied Planning Application No. PA05-0314 (Rite Aid - Minor Conditional Use Permit and Finding of Public Convenience or Necessity) for a Type 21 license (off-sale general - for the sale of beer, wine and distilled spirits) on April 19, 2006. This action is being appealed to the City Council, with a request to overturn the Planning Commission denial and approve the above referenced Planning Application. Section B. Written Descriotion to Suooort Aooeal With the Planning Commission's determination that they could not make affirmative findings for the requested Minor Conditional Use Permit and Finding of Public Convenience or Necessity, Rite-Aid disagrees with the Planning Commission's interpretation of the City's requirements. This belief is supported by the following facts. . The proposed Rite Aid store is fully compliant with the requirements of the City's Development Code. Section 17.08.030 indicates that Drug Stores are a permitted use on this site. Subsection 17.10.020.B.5.a. states that consistency with the General Plan is a key factor in determining the appropriateness of a business selling alcoholic beverages. In addition, Section 17.10.020.B requires that businesses selling alcoholic beverages may not be located within 500 feet (measured from door-to-door) of a public park, religious institution or school. The Planning Commission Staff Report stated that the actual distance is in excess of 700 feet and that the proposed Rite-Aid store is in complete compliance with the Development Code. . By using the Arco AM/PM store as a factor in their deliberations, the Planning Commission assumed that the proposed Rite-Aid store and the existing Arco AM/PM store have similar operational characteristics and have a similar potential for adverse social impacts. Every important aspect of the Rite Aid operation is different from the type of business operations typically found at Arco AM/PM's and convenience markets selling alcoholic beverages. . The School District received the public notice for the Commission hearing. It is also very likely that members of the faculty saw the public hearing signs located on the site of the proposed Rite Aid store. In response to this notice, the School District did not contact the City with any questions or concerns about the proposed business. Rite Aid believes that if the Temecula Valley Unified School District was concerned with the proposed store near Chaparral High School, the District would have responded in some way to the public notice. Since the 1 District did not contact the City, it does not appear that the School District was concerned with Rite Aid's request to sell alcoholic beverages. · The Planning Commission has previously made a Finding of Public Convenience or Necessity for a business in the same shopping center whose primary products are alcoholic beverages without any of the same concerns that were used in the denial of the proposed Rite Aid store. The previously approved Beverages & More store is located within Yo mile of Chaparral High School just like the proposed Rite Aid store. The primary difference between the two businesses is that the sale of alcoholic beverages is not the primary product for Rite Aid. In conclusion, the proposed Rite Aid store is consistent with the General Plan and Development Code, Rite Aid has demonstrated that their stores are well-run responsible businesses, for these reasons, Rite Aid has appealed the Planning Commission's decision. Section C. Evidence to SUDDort Position The facts that support the appeal are as follows: . The Planning Department Staff was supportive of the proposed applications. · The proposed business meets and exceeds the Development Code requirements. · The Police Department reviewed the project and provided conditions of approval to ensue that the public health and safety was maintained. · No comments/opposition was received from Chaparral High School or the Temecula Valley Unified School District. . No variances, minor exceptions, or other modifications from the Development Code were required or requested. . The store operator has an exemplary record when it comes to complying with state and local regulations regarding the off-sale general - for the sale of beer, wine and distilled spirits. No violations have occurred at the existing Temecula stores. · Training is provided to the store employees and there is a zero tolerance for employees that violate this policy. . No public opposition was present either in writing or in attendance at the noticed public hearing for the proposal. . The Planning Commission has previously approved a Finding of Public Convenience or Necessity for a Beverages & More store whose primary products are alcoholic beverages and which is located within the same shopping center. 2 Section D. Desired Action to be Taken The Appellant requests that the City Council overturn the Planning Commission's Denial of Planning Application No. PA05-0314 (Rite Aid - Minor Conditional Use Permit and Findings of Public Convenience or Necessity) and approve the Minor Conditional Use Permit and make the Finding of Public Convenience or Necessity based on the facts that have been presented. 3 . That the language: unless exemot under aoolicable law. be added to the end of Condition of Approval No. 74. . That the maximum height of any elevation be exactly as was shown in the original approval. MOTION: Commissioner Guerriero moved to approve staff recommendation subject to the following: That under General Conditions -- that the hours of operations for Rite Aid shall be 8:00 a.m. to 10:00 p.m., seven days a week; that prior to the issuance of a building permit for Rite Aid, a lot-line adjustment shall be filed and recorded with the City; that the language: unless exemot under apolicable law, be added to the end of Condition of Approval No. 74; and that the maximum height of any elevation be exactly as was shown in the original approval. Commissioner Telesio seconded the motion. (Additional discussion ensued prior to the vote; see below.) Commission Chiniaeff expressed concern with the proposed project, advising that the City Council has usurped the ability to approve anything; and that he would be of the opinion that the installation of a Rite Aid, including a drive-through pharmacy would not be compatible with the nature of the adjacent uses in the area. At this time, the voice vote of the previously made motion reflected approval, with the exceDtion of Commissioner Chiniaeff who voted No. PC RESOLUTION NO. 06-031 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA06-0018 A MAJOR MODIFICATION TO A DEVELOPMENT PLAN INCLUDING FINAL ARCHITECTURAL ELEVATIONS FOR THE MULTI-FAMILY RESIDENTIAL BUILDINGS AND RETAIL/OFFICE BUILDINGS; REPLACING TWO SPECULATIVE BUILDING PADS WITH A DRUG.STORE TOTALING 17, 500 SQUARE FEET (RITE-AID); MODIFICATION OF THE RECREATION CENTER, AND MODIFICATION OF THE ROOF PLANS); AND PA06.0019 A CONDITIONAL USE PERMIT FOR A DRIVE-THROUGH PHARMACY At 7:29 p.m., the Planning Commission took a 10-minute break. At 7:39 p.m., the Planning Commission resumed to the regularly scheduled agenda. PUBLIC HEARING ITEMS New Items 3 Planning Aoolication No. PA05-0314 a Minor Conditional Use Permit and Public, Convenience or Necessitv Findinos. submitted bv Matthew Faqan. to allow the sale of beer, wine. and distil/ed soirits located on the northeast corner of Winchester Road and Nicolas. Road Assistant Planner Linton provided the Commission with a staff report (of written record), noting the following: . Thatthe proposed hours of operation would be 8:00 a.m. to 11 :00 p.m. C:IOocuments and Settings\Denise.Caravel1ilLocal Settlngs\Temporary Internet FHes10LK78\041906 (2).doc 5 · That the Rancho Temecula Town Center was approved by the City Council with a Conditional Use Permit (CUP), which would allow for a total of four drive-thru facilities to be established within the Development Plan; and that per COndition of Approval No.8, if future tenants were to request the sale of alcohol, a separate Conditional Use Permit shall be submitted for review and approval by the Planning Commission · That the drive-thru would only be for pharmacy use; and that if it were the desire of the Planning Commission, staff could add a Conditional of Approval that would state that the drive-thru would specifically be for pharmacy usage . That staff would be of the opinion that the AM/PM mini market across the street does not offer any alcohol sales · That staff verified that the proposed use would not be closer than 500-feet to Chaparral High School. Commissioner Chiniaeff expressed concern with the proposed project's close proximity to Chaparral High School. For the Commission, Associate Planner Linton advised that Beverages and More at the Rancho Temecula Town Center was approved for alcohol sales. At this time, the public hearing was opened. Mr. Matthew Fagan, representing the applicant, stated the following: · That although Chaparral High School would be directly across the street from the proposed use, it would meet the requirement of 500 feet criteria · That rigorous Conditions of Approval have been imposed on the project by the City and Police Department · That Rite Aid will be imposing a strenuous and focused training program on its employees with regard to sale of alcohol and tobacco. Understanding that there would be a fence along the perimeter of Chaparral High School, Commissioner Chiniaeff expressed concern with the location of sales of alcohol across the street; and relayed his opinion that the corner of Winchester Road and Nicolas Road (Rite Aid) may result in a hangout for teenagers. Mr. Tobe Koski, District Manager representing Rite Aid Drug Stores, offered the following: . That the proposed Rite Aid will be using a computer-based training program to train its employees · That Rite Aid would also impose a zero tolerance policy with regard to selling of alcohol to minors. At this time, the public hearing was closed. Reiterating his concern with the proximity of alcohol sales across the street from the high school, Commissioner Chiniaeff stated that he would be of the opinion that the sale of alcohol across the street from any high school should not be permitted. Understanding that Rite Aid will be imposing a training course with regard to the sale of alcohol to its employees, Commissioner Telesio stated that it would be his opinion that if any minor was determined to buy alcohol, a distance of 500-feet would not be a deterrent; and that he would not be opposed to the sale of alcohol, but would strongly encourage a heavy policy if a violation were to occur. C:IDocuments and 5ettingslDenise.CaravellilLocal 5ettingslTemporary Internet FileslOLK781041906 (2).doc 6 MOTION: Commissioner Telesio moved to approve staff recommendation. This motion died for lack of a second. Echoing Commissioner Chiniaeff's concerns, Commissioner Harter would also be of the opinion that due to the close proximity of the high school, the proposed use would not be an appropriate location for alcohol sales. Reiterating his concern with Rite Aid becoming a hangout for teens, Commissioner Carey stated that he would also be of the opinion that the sale of alcohol in such a close proximity of a high school would not be appropriate. Speaking in opposition of the City's over-concentrated liquor licenses, Chairman Guerriero stated that the location of the proposed use would be a concern, but that he would be willing to consider approval, if the applicant, would be willing to have the Alcohol Beverage Control (ABC) perform extensive training for Rite Aid employees. At this time, the public hearing was re-opened. Mr. Tobe Koski, representing Rite Aid Stores, stated that not only would Rite Aid employees be subject to a computer-based training program, but that employees would also be subject to training videos with regard to ABC laws. Commissioner Telesio queried on the difference between the proposed site compared to any other commercial zone. Referencing Commissioner Telesio's query, City Attorney Thorson informed that when the proposed project was approved, a requirement was imposed that all uses would need to go through the Conditional Use Permit process; that regardless of what the general law would be, a condition was placed that would require the project to have a CUP; and that all concerns expressed by the Planning Commission may be expressed and implemented through a CUP. Commissioner Chiniaeff stated that, in his opinion, Findina of Public Convenience or Necessitv cannot be made for the following reasons: . That the proposed uses would not be compatible with the nature, condition, and development of adjacent land uses . That the proposed use would have an adverse effect on adjacent land uses . That the proposed use would result in an excessive number of similar establishments in close proximity. MOTION: Commissioner Chiniaeff moved to deny staff recommendation based on the fact that a Finding of Public Convenience or Necessity cannot be met advising that this would also apply to the Conditional Use Permit. Commissioner Harter seconded the motion. (Additional discussion ensued prior to the vote; see below.) At this time, the public hearing was re-opened. Requesting a continuance, Mr. Matthew Fagan, stated that a continuation would allow the applicant and staff time to address the Commission's concerns. At this time, the public hearing was closed. At this time, the voice vote on the previously made motion reflected approval with the exceotion of Commissioner Telesio who voted No. C:IDocuments and SettingslDenise.CaravellilLocal SettingslTemporary Internet FileslOLK781D419D6 (2).doc 7 Per the request of City Attorney Thorson, a roll call vote was taken to deny staff recommendation: Commissioner Carey: Commissioner Chiniaeff: Chairman. Guerriero: Commissioner Harter: Commissioner lelesio: yes to motion yes to motion yes to motion yes to motion No to motion PC RESOLUTION NO. 06-032 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA-05-0314, A REQUEST FOR A MINOR CONDITIONAL USE PERMIT AND PUBLIC CONVENIENCE OR NECESSITY FINDINGS TO ALLOW FOR THE SALE OF BEER, WINE, AND DISTILLED SPIRITS (TYPE 21 LICENSE, OFF-SALE GENERAL) FROM AN APPROVED 16,836 SQUARE FOOT COMMERCIAL BUILDING TO BE LOCATED AT 39782 WINCHESTER ROAD, AND KNOWN AS ASSESSORS PARCEL NO. 920-100-013 4 Plan nino Aoplication No. PA06-0011. a Minor Conditional Use Permit. submitted bv Michael. Brewer. to allow for the sale of beer. wine. and distilled soirits. located at 41789 Nicole Lane Associate Planner Fisk provided the Planning Commission with a staff report (of record). At this time, the public hearing was opened. Mr. Michael Brewer, representing the applicant, thanked staff for its hard work and stated that the applicant would be in agreement of the Conditions of Approval. At this time, the public hearing was closed. MOTION: Commissioner Telesio moved to approve staff recommendation. Commissioner Chiniaeff seconded the motion and voice vote reflected unanimous approval. PC RESOLUTION NO. 06-033 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA06-0011, A REQUEST FOR A MINOR CONDITIONAL USE PERMIT TO ALLOW FOR THE SALE OF BEER, WINE, AND DISTILLED SPIRITS (TYPE 47 ON-SALE GENERAL - EATING ESTABLISHMENT FROM AN APPROVED RESTAURANT LOCATED AT 41789 NICOLE LANE, GENERALLY LOCATED ON THE WEST SIDE OF NICOLE LANE, APPROXIMATELY 400 FEET SOUTH OF OVERLAND DRIVE C:\Documents and SetlingslDenise.CaravellilLocal SetlingslTemporary Inlernel FileslOLK781041906 (2).doc 8 DATE OF MEETING: PREPARED BY: PROJECT DESCRIPTION: RECOMMENDATION: CEQA: , J ellGtNAL STAFF REPORT - PLANNING CITY OF TEMECULA PLANNING COMMISSION April 19, 2006 Harmony Linton TITLE: Assistant Planner Planning Application PA05-0314, A Minor Conditional Use Permit and Public Convenience or Necessity Findings to allow for the sale of beer, wine, and distilled spirits (Type 21 license, off-sale general) to be located within Rite Aide, a 16,836 square foot commercial building to be located on the northeast corner of Winchester Road and Nicolas Road in the Rancho Temecula Town Center r:8J Approve with Conditions D Deny D Continue for Redesign o Continue to: o Recommend Approval with Conditions o Recommend Denial r:8J Categorically Exempt (Section) 15301 (Class) o Notice of Determination (Section) o Negative Declaration D Mitigated Negative Declaration with Monitoring Plan DEIR G:\Planning\2005IPA05-0314 Rite-Aid CUP, PCNIPlanninglPC Staff Report.doc 1 PROJECT DATA SUMMARY Name of Applicant: Matthew FaQan, Matthew FaQan ConsultinQ Date of Completion: October 25, 2005 Mandatory Action Deadline Date: April 19, 2006 General Plan Designation: Community Commercial (CC) Zoning Designation: Specific Plan 1 (SP-1) Site/Surrounding Land Use: Site: Commercial North: South: East: West: Low Medium Residential/Santa Gertrudis Creek AM/PM Gas Station/Retail/Daycare Parkinq/Self -Storage Facility/Residential Senior HousinQ/School Lot Area: 1.12 acres Total Floor Area/Ratio: N/A Landscape Area/Coverage: N/A Parking Required/Provided: N/A BACKGROUND SUMMARY Staff has worked with the applicant to ensure that all concerns have been addressed, and the applicant concurs with the recommended Conditions of Approval. The proposed project is a request to sell beer, wine, and distilled spirits (Type 21 license, off- sale general) within Rite Aid, a 16,836 square foot commercial building to be built in the Rancho Temecula Town Center. This center was approved by the City Council on November 23, 2004 with a Conditional Use Permit that allowed a total of four drive-thru facilities to be established within the Development Plan. Per condition number eight of those Conditions of Approval, if future tenants request the sales of alcohol, a separate Conditional Use Permit shall be submitted for review and approval by the Planning Commission. The California Department of Alcohol Beverage Control (ABC) considers the Census Tract in which the project site is located to be "over-concentrated" in off-sale licenses. For this reason, Public Convenience or Necessity findings will be required. The applicant is requesting the Planning Commission make a Finding of Public Convenience or Necessity to authorize the retail sales of beer, wine, and distilled spirits at 39782 Winchester Road within the Rancho Temecula Town Center. The use matrix within the Roripaugh Estates Specific Plan reverts back to the City of Temecula Development Code. G:IPlanning\2005IPA05-0314 Rite-Aid CUP, PCNIPlanninglPC Staff Report.doc 2 ) ANALYSIS Rite Aid is a retail pharmacy that also carries general merchandise along with pre-packaged foods and drinks, and one-hour photo service. They are proposing to sell alcohol as an additional convenience to the public by facilitating a one-stop shopping experience. The hours of operation stated within their Statement of Operations are 8:00 a.m. to 11 :00 p.m. seven days a week. The Statement of Operations has been attached. Staff has verified through the Department of Alcohol Beverage Control that the project site is within Census Tract 0432.03. Currently a total of 11 Type 21 (off-sale general) licenses are authorized in said Tract and 8 are allowed before the Census Tract is considered over- concentrated by ABC. Because ABC has determined this Census Tract to be over- concentrated with off-sale licenses, Public Convenience or Necessity Findings are required. The proposed project is a request to sell beer, wine, and distilled spirits in a retail setting. This specific use requires a Type 21 license for off-sale general from Alcohol Beverage Control, and a prior approved Conditional Use Permit requires that future tenants obtain a conditional use permit prior to the sale of alcohol. The Development Code also states that any business selling beer or wine shall be no closer than 500 feet from any public park, religious institution or school. The GIS department has provided the necessary maps and staff has verified that the proposed use is not closer than 500 feet from any religious institution, school, or public park based on the measurement criteria within Section 17.10.020 of the Development Code. The nearest such use is Chaparral High School which is located approximately 700 feet southwest of the project across Winchester Road_ The Police Department has reviewed the proposed project and has provided Conditions of Approval. The proposed project is consistent with Section 17.10 of the Development Code, and the Planning Commission has developed several criteria to determine whether or not a Finding of Public Convenience or Necessity can be made. A new criteria was adopted by the City Council on May 24, 2005, and the approval authority shall consider only the following when making a Finding of Public Convenience or Necessity: 1. Whether or not the proposed project is consistent with the general plan and development code. 2. Whether or not the proposed use is compatible with the nature, condition, and development of adjacent land uses. 3. Whether or not the proposed use will have an adverse effect on adjacent land uses. 4. Whether or not the proposed use will result in an excessive number of similar establishments in close proximity. Staff feels that the findings for a Minor Conditional Use Permit can be made and that criteria has been met to make the Findings for Public Convenience or Necessity. G:IPlanning\2005IPA05-0314 Rite-Aid CUP, PCNIPlanninglPC Staff Report.doc 3 ENVIRONMENTAL DETERMINATION In accordance with the California Environmental Quality Act, the proposed Project has been deemed to be categorically exempt from further environmental review. (Class 15301, existing facilities, no expansion of facilities) CONCLUSION/RECOMMENDATION Staff has reviewed the proposed project and has determined that the project is consistent with the General Plan, Development Code, and the Roripaugh Estates Specific Plan. Staff recommends the Planning Commission make the findings for a Minor Conditional Use Permit and Public Convenience or Necessity findings. In addition, staff recommends the Planning Commission determine that the project is exempt from review under CEQA Guidelines, pursuant to Section 15301, Existing Facilities. FINDINGS Conditional Use Permit (Code Section 17.040.010E\ 1. . The proposed conditional use is consistent with the General Plan and the Development Code. The proposed use is consistent with the General Plan (Community Commercial) and Zoning (Specific Plan-1), as well as, the standards within the Development Code. The project exceeds the minimum separation requirement of 500 feet from a religious institution, school, or public park. 2. The proposed minor conditional use is compatible with the nature, condition and development of adjacent uses, buildings and structures and the proposed minor conditional use will not adversely affect the adjacent uses, buildings or structures. The proposed project is compatible with the nature, condition and development of adjacent uses, buildings, and structures because the proposed project will provide additional convenience for the community and allow the business to be competitive with other businesses selling beer, wine, and distilled spirits in the vicinity of the project. 3. The nature of the proposed minor conditional use is not detrimental to the health, safety and general welfare of the community. The nature of the proposed use is not detrimental to the health, safety and general welfare to the community because the project will provide an additional convenience and service to the community. The site is consistent with the City policies regarding separation of sensitive uses. In addition, the City Police Department has reviewed the proposed project and has issued Conditions of Approval. G:IPlanning\2005IPA05-0314 Rite-Aid CUP, PCNIPlanninglPC Staff Report.doc 4 priteria to iustifv makina a findina of Public Convenience or Necessitv: 1. Is the proposed use consistent with the General Plan and the Development Code? Yes. The proposed use is consistent with the General Plan (Community Commercial) and Zoning (Specific Plan-1), as well as, the standards within the Development Code. The project exceeds the separation requirement of 500 feet from a religious institution, school, or public park. 2. Is the proposed use compatible with the nature, condition, and character of adjacent land uses? Yes. The proposed project is compatible with the nature, condition and development of adjacent uses because the Development Code requires this type of use to be placed away from residences, schools, parks, and religious institutions. 3. Will the proposed use have an adverse effect on adjacent land uses? No. The site is consistent with the City policies regarding separation of any sensitive uses. In addition, the City Police Department has reviewed the proposed project and has issued Conditions of Approval. The closest land uses which could be considered sensitive is Chaparral High School to the southwest across Winchester Road and a daycare facility to the southeast across Nicolas Road both are over 500 feet from the proposed project. 4. Would the proposed use result in an excessive number of similar establishments in close proximity? No. Per information obtained from Alcohol Beverage Control, there are currently a total of 11 Type 21 licenses authorized within Census Tract 0432.03 and a total of 8 are allowed before being considered over-concentrated by ABC. However, no off-sale licenses are currently active within this tract and one license is pending. Based on the information provided, staff feels that that we are able to make a finding based on convenience. ATTACHMENTS 1. Vicinity Map - Blue Page 6 2. Plan Reductions - Blue Page 7 3. PC Resolution No. 2006-_ - Blue Page 8 Exhibit A - Draft Conditions of Approval 4. Statement of Operations - Blue Page 9 5. Statement of Justification - Blue Page 10 6. Common ABC License Types - Blue Page 11 G:IPlanning\2005IPA05-0314 Rite-Aid CUP, PCNIPlanninglPC Staff Report.doc 5 ATTACHMENT NO.1 VICINITY MAP G:IPlanning\200SIPAOS-Q314 Rite-Aid CUP, PCNIPlanninglPC Staff Report.doc 6 ~, " "'~ ~. ^'NICHQ ~ lAS-R[) " -oj f 1j z ~ - / , j 1'.\ ~ / <' I ,/ /./'/ / /./ / ~'__n 'N IeOt:As-Rn- _ ATTACHMENT NO.2 PLAN REDUCTIONS G:IPlanning\200SIPAOS.0314 Rite-Aid CUP, PCNIPlanninglPC Staff Report.doc 7 'I K~ ," I ?r:lp'l~!!!!~ UBr~ I I' I , 111,11111:5 i :<i:: i' " -, lil!I~I:1 x 0" Il:::: ./ E;1 ;. 0 w !!!! GO: ~ E ~ ! ~b I~ D -< - qn l' WI"- <( " 0':2: W 'I l' ~ ~ I :Ei5. ~!i: 3 ;- ...." ii iiL.l liiiii ~~ ;t t :!~~~~t:~~;~~~; f ~ "~ " , ili j ~ol ~ ~ Q. . th ~~= z ~ I ~l_ ~ . -!' ~ I ... ii iiiiii iiiiii ~~ i~ !!hh~nHl~n ~ !f~I~;; ~~ ! ; ~ '" P Il III 1i' -. ---.. i;,P I;t jOO,Z -, I<ll ~ ~ D ..Il! IUIII ,\ \ 0' hmlili!!i!!!!! p'I' ~t'-t3S! 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",.;:, ,I;, f~ } ~SIOffil!1:I3(jVJN'/S / ,. . , II L ..~ ~8 5~ ~I J I \ ATTACHMENT NO.3 PC RESOLUTION NO. 06-_ G:IPlanning\200SIPAOS-0314 Rite-Aid CUP, PCNIPlanninglPC Staff Report.doc' S PC RESOLUTION NO. 06-_ A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA 05-0314, A REQUEST FOR A MINOR CONDITIONAL USE PERMIT AND PUBLIC CONVENIENCE OR NECESSITY FINDINGS TO ALLOW FOR THE SALE OF BEER, WINE, AND DISTILLED SPIRITS (TYPE 21 LICENSE, OFF-SALE GENERAL) FROM AN APPROVED 16,836 SQUARE FOOT COMMERCIAL BUILDING TO BE LOCATED AT 39782 WINCHESTER ROAD, AND KNOWN AS ASSESSORS PARCEL NO. 920-100-013 Section 1. Matthew Fagan, representing Matthew Fagan Consulting filed Planning Application No. PA05-0314 on October 25, 2006, in a manner in accord with the City of Temecula General Plan and Development Code. Section 2. Planning Application No. PA05-0314 was processed including, but not limited to a public notice, in the time and manner prescribed by State and local law. Section 3. The Planning Commission, at a regular meeting, considered Planning Application No. PA05-0314 on April 19, 2006, at a duly noticed public hearing as prescribed by law, at which time the City staff and interested persons had an opportunity to and did testify either in support or in opposition to this matter. Section 4. At the conclusion of the Planning Commission's Hearing and after due consideration of the testimony, the Planning Commission approved Planning Application No. . PA05-0314 subject to the conditions of approval after finding that the project proposed in Planning Application No. PA05-0314 conformed to the City of Temecula General Plan and Development Code. Section 5. That the above recitations are true and correct and are hereby incorporated by reference. Section 6. Findinps. The Planning Commission, in approving Planning Application No. PA05-0314 (Minor Conditional Use Permit) hereby makes the following findings as required by Section 17.04.01 O.E of the Temecula Municipal Code: Conditional tJRA Permit (Code Section 17.040.010E\ A. The proposed conditional use is consistent with the General Plan and the Development Code. The proposed use is consistent with the General Plan (Community Commercial) and Zoning (Specific Plan-1), as well as, the standards within the Development Code. The project exceeds the minimum separation requirement of 500 feet from a religious institution, school, or public park. B. The proposed minor conditional use is compatible with the nature, condition and development of adjacent uses, buildings and structures and the proposed minor conditional use will not adversely affect the adjacent uses, buildings or structures. G:\Planning\2005\PA05-0314 Rite-Aid CUP, PCN\Planning\Draft PC Reso and COA's.doc 1 The proposed project is compatible with the nature, condition and development of adjacent uses, buildings, and structures because the proposed project will provide additional convenience for the community and allow the business to be competitive with other businesses selling beer, wine, and distilled spirits in the vicinity of the project. C. The nature of the proposed minor conditional use is not detrimental to the health, safety and general welfare of the community. The nature of the proposed use is not detrimental to the health, safety and general welfare to the community because the project will provide an additional convenience and service to the community. The site is consistent with the City policies regarding separation of sensitive uses. In addition, the City Police Department has reviewed the proposed project and has issued conditions of approval. Criteria to iustifv makina a findina of Public Convenience or Necessitv: A. Code? Is the proposed use consistent with the General Plan and the Development Yes. The proposed use is consistent with the General Plan (Community Commercial) and Zoning (Specific Plan-1), as well as, the standards within the Development Code. The project exceeds the separation requirement of 500 feet from a religious institution, school, or public park. B. Is the proposed use compatible with the nature, condition, and character of adjacent land uses? Yes. The proposed project is compatible with the nature, condition and development of adjacent uses because the Development Code requires this type of use to be placed away from residences, schools, parks, and religious institutions. C. Will the proposed use have an adverse effect on adjacent land uses? No. The site is consistent with the City policies regarding separation of any sensitive uses. In addition, the City Police Department has reviewed the proposed project and has issued conditions of approval. The closest land use which could be considered sensitive is Chaparral High School located southeast on Winchester Road, over 1000 feet from the proposed project. D. Would the proposed use result in an excessive number of similar establishments in close proximity? No. Per information obtained from Alcohol Beverage Control, there are currently a total of 11 Type 21 licenses authorized within Census Tract 0432.03 and a total of 8 are allowed before being considered over-concentrated by ABC. However, no off-sale licenses are currently active within this tract and one license is pending. Based on the information provided, staff feels that that we are able to make a finding based on convenience. G:\Planning\2005\PAOS-0314 Rite-Aid CUP, PCN\Planning\Draft PC Reso and COA's.doc 2 Section 7. Environmental Comoliance. A Notice of Exemption for Planning Application No. PA05-0314 was made per the California Environmental Quality Act Guidelines Section 15301 (Existing Facilities, Class 1). The proposed project will not add square footage to an existing commercial building, located at 39782 Winchester Road (APN: 920-100-013). Section 8. Conditions. That the City of Temecula Planning Commission hereby conditionally approves the Application, a request for a Minor Conditional Use Permit to allow the sale of beer, wine, and distilled spirits (type 21 license, off-sale general) to be located in a 16,836 square foot commercial building, attached hereto on Exhibit A, and incorporated herein by this reference together with any and all necessary conditions that may be deemed necessary. Section 9. PASSED, APPROVED AND ADOPTED by the City of Temecula Planning Commission on this 19th day of April 2006. Ron Guerriero, Chairman ATTEST: Debbie Ubnoske, Secretary SEAL} STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Debbie Ubnoske, Secretary of the Temecula Planning Commission, do hereby certify that PC Resolution No. 06-_ was duly and regularly adopted by the Planning Commission of the City of Temecula at a regular meeting thereof held on the 19th day of April 2006, by the following vote: AYES: NOES: ABSENT: PLANNING COMMISSIONERS: PLANNING COMMISSIONERS: PLANNING COMMISSIONERS: PLANNING COMMISSIONERS: ABSTAIN: Debbie Ubnoske, Secretary G:\Planning\2005\PA05-0314 Rite-Aid CUP, PCN\Planning\Draft PC Reso and COA's.doc 3 EXHIBIT A DRAFT CONDITIONS OF APPROVAL G:\Planning\2005\P A05-0314 Rite.Aid CUP, PCN\Planning\Draft PC Reso and COA's.doc 4 EXHIBIT A CITY OF TEMECULA DRAFT CONDITIONS OF APPROVAL Planning Application No.: PA05-0314 Project Description: A Minor Conditional Use Permit and Public Convenience or Necessity Findings to allow for the sale of beer, wine, and distilled spirits (Type 21 license, off-sale general) from an approved 16,836 square foot commercial building to be located at 39782 Winchester Road Assessor's Parcel No.: 920-100-013 MSHCP CATEGORY: N/A DIF CATEGORY: N/A TUMF CATEGORY: N/A Approval Date: April 19, 2006 Expiration Date: April 19, 2008 WITHIN 48 HOURS OF THE APPROVAL OF THIS PROJECT Planning Department 1. The applicant/developer shall deliver to the Planning Department a cashier's check or money order made payable to the County Clerk in the amount of Sixty-Four Dollars ($64.00) for the County administrative fee, to enable the City to file the Notice of Exemption as provided under Public Resources Code Section 21108(b) and California Code of Regulations Section 15062. If within said 48-hour period the applicant/developer has not delivered to the Planning Department the check as required above, the approval for the project granted shall be void by reason of failure of condition (Fish and Game Code Section 711.4(c)). G:\Planning\2005\PA05-0314 Rite-Aid CUP, PCN\Planning\Draft PC Reso and COA's.doc 5 ! GENERAL REQUIREMENTS G:\Planning\2005\P A05-0314 Rite-Aid CUP, PCN\Planning\Draft PC Reso and COA's.doc 6 Planning Department 2. The applicant shall sign both copies of the final conditions of approval that will be provided by the Planning Department staff, and return one signed set to the Planning Department for their files. 3. The applicant shall comply with the statement of operations for PA05"0314 on file with the Planning Division, unless superceded by these Conditions of Approval. 4. This Conditional Use Permit may be revoked pursuant to Section 17.03.080 of the City's Development Code. 5. The applicant and owner of the real property subject to this condition shall hereby agree to indemnify, protect, hold harmless, and defend the City with Legal Counsel of the City's own selection from any and all claims, actions, awards, judgments, or proceedings against the City to attack, set aside, annul, or seek monetary damages resulting, directly or indirectly, from any action in furtherance of and the approval of the City, or any agency or instrumentality thereof, advisory agency, appeal board or legislative body including actions approved by the voters of the City, concerning the Planning Application. The City shall be deemed for purposes of this condition, to include any agency or instrumentality thereof, or any of its elected or appointed officials, officers, employees, consultants, contractors, legal counsel, and agents. City shall promptly notify both the applicant and landowner of any claim, action, or proceeding to which this condition is applicable and shall further cooperate fully in the defense of the action. The City reserves the right to take any and all action the City deems to be in the best interest of the City and its citizens in regards to such defense. 6. Within two years of approval of this permit, commencement of the use shall have occurred or the approval shall be subject to expiration. 7. If commencement of the use has not occurred within two years of approval of this permit, the permittee may, prior to the expiration of the conditional use permit, apply for up to three one-year extensions of time. Each extension of time shall be granted in one-year increments only. 8. The City, and its Planning Director, Planning Commission, and City Council retain and reserve the right and jurisdiction to review and modify this conditional use permit (including the conditions of approval) based on changed circumstances. Changed circumstances include, but are not limited to the modification of the business, a change in scope, emphasis, size or nature of the business, and the expansion, alteration, reconfiguration or change of use. The reservation of right to review any conditional use permit granted or approved or conditionally approved hereunder by the City, its Planning Director, Planning Commission, and City Council is in addition to, and not lieu of, the right of the City, its Director of Planning, Planning Commission, and City Council to review and revoke or modify any conditional use permit approved or conditionally approved hereunder for any violations of the conditions imposed on such conditional use permit or for the maintenance of any nuisanc.e condition or other code violation thereon. 9. Prior to the commencement of any alcohol sales, the applicant shall submit verification the Department of Alcohol Beverage Control has issued the necessary Type 21 license (off-sale general). G:\Planning\2005\PAOS-0314 Rite-Aid CUP, PCN\Planning\Draft PC Reso and COA's.doc 7 10. The applicant shall comply with all underlying conditions set pertaining to PA02-0364, PA02-0365, and PA04-0540. 11. All of the foregoing conditions shall be complied with prior to occupancy or any use allowed by this permit. Police Department 12. Applicant has applied for a Type 21 (Off Sale General) (Package Store) through the Riverside District Office of Alcoholic Beverage Control. Authorizes the sale of beer, wine and distilled spirits for consumption off the premises where sold. Minors are allowed on the premises. 13. Applicant will comply with City Ordinance 97-07, (9.14.010 Temecula Municipal Code series). 14. Identification will be verified utilizing one of the following: a. A valid California Driver's License b. A valid California Identification Card c. A valid Military Identification Card (Active/Reserve/Retired/Dependent) d. A valid Driver's License from any of the Fifty States or Territories of the United States e. A valid U.S. Passport f. A valid government issued identification card issued by a Federal, State, County or City agency 15. As noted above, only a valid government issued identification card issued by a federal, state, county or City agency is acceptable, providing it complies with the below requirements (25660 Business and Profession Code). a. Name of person b. Date of birth c. Physical description d. Photograph e. Currently valid (not expired) 16. Applicant will ensure all employees involved with the sales, service and identification checks for the purpose of any sales of alcoholic beverages is trained in the proper procedures and identification checks. The Temecula Police Department provides free training for all employers and employees involved in the service and sales of alcoholic beverages. It is the responsibility of the applicant to set up a training session for all new employees working at Beverages and More. Contact the Crime Prevention and Plans Officer at (951) 695-2773 to set up a training date. Training must be completed prior to the grand opening of this business and periodic updated training when new employees/ management are hired. G:\Planning\2005\PA05-0314 Rite-Aid CUP, PCN\Planning\Draft PC Reso and COA's.doc 8 17. Any public telephones located on the exterior of the building should be placed in a well- lighted, highly visible area, and installed with a "call-out only" feature to deter loitering. This feature is not required for public telephones installed within the interior of the building. 18. Licensees may not sell, give, or deliver alcohol (by the drink or by the package) between 2:00a.m. and 6:00a.m. of the same day. No person may knowingly purchase alcohol between 2:00a.m. and 6:00a.m. (Section 25631 B&P). Licensees may not permit patrons or employees to consume alcohol between 2:00a.m. and 6:00a.m. of the same day (Section 25632 B&P). 19. Authority of Peace Officers/Refusing Inspection: 'police officers, sheriffs' deputies, and ABC investigators are sworn law enforcement officers (peace officers) with powers of arrest. Whether in plainclothes or uniform, peace officers have the legal right to visit and inspect any licensed premises at any time during business hours without a search warrant or probable cause. This includes inspecting the bar and back bar, store room, office, closed or locked cabinets, safes, kitchen, or any other area within the licensed premises. It is legal and reasonable for licensees to exclude the public from some areas of the premises. However, licensees cannot and must not deny entry to, resist, delay, obstruct, or assault a peace officer. (Sections. 25616, 25753, and 25755 B&P; 148 and 241 (b) PC) 20. The following requirements apply to stores (license Type 20 and 21): a. Post "No Loitering" signs upon written notice from the ABC b. Post "No Open Container" signs upon written notice from the ABC c. No alcohol consumption inside a store or outside a bar or tavern d. Illuminate the exterior of the premises, including adjacent public sidewalks and parking lots under the licensee's control, during all hours of darkness when open for business e. Remove litter daily from the premises, adjacent sidewalks and parking lots under licensee's control and sweep/clean these areas weekly f. Remove graffiti from premises and parking lot g. Have no more than 33% of windows covered with advertising or signs h. Have incoming calls blocked at pay phones upon request of local law enforcement or ABC; (see item 6 above) i. Have a copy of the operating standards available during normal business hours for viewing by the general public (Section 25612.5 (c) B&P) G;\Planning\2005\PA05-0314 Rite-Aid CUP, PCN\Planning\Draft PC Reso and COA's.doc 9 " OUTSIDE AGENCIES G:\Planning\2005\PA05-0314 Rite-Aid CUP, PCN\Planning\Draft PC Reso and COA's.doc 10 /- I , 21. The applicant shall comply with the Department of Environmental Health letter dated November 29, 2005. By placing my signature below, I confirm that I have read, I understand and I accept all the above-mentioned Conditions of Approval. I further understand that the property shall be maintained in conformance with these conditions of approval and that any changes I may wish to make to the project shall be subject to Community Development Department approval. Applicant's Signature Date Applicant's Printed Name G:\Planning\2005\PA05-0314 Rite-Aid CUP, PCN\Planning\Draft PC Reso and COA's.doc 11 DC', JNTY OF RIVERSIDE . HEAL ! SERVICES AGENCY 0 DEPARTMENT OF ENVIRONMENTAL HEALTH City of Temecula Planning 0,,1"" ;",oot P.O. Box 9033 Temecula, CA 92589-9033 Attention: Hannony Bales \U)~@~ow~~ \ill DEe 0 1 2.005 illl November 29, 2005 By - - RE: Development Plan No, PA05-314 Dear Ms. Bales: 1. Department of Environmental Health has reviewed the Minor Conditional Use Permit to sell alcohol within a 16,836 square foot retail facility to be located within the Rancho Temecu1a Town Center and we have no objections. 2. PRIOR TO THE ISSUANCE OF BUILDING PERMITS THE FOLLOWING SHOULD BE REQUIRED: a) "Will-serve" letters from the "l'l"Vl'.:ate water and sewering districts. b) If there are to be any food establishments, (including vending machines), three complete sets of plans for each food establishment will be submitted including a fIxture schedule, a finish schedule and a plumbing schedule in order to ensure compliance with the California Uniform Retail Food Facilities Law 2. For specific reference, contact Food Facility. Plan Examiners at (951) 600-6330. Sincerely, ~~ez, Sup~sin (909) 955-8980 NOTE: A11y current additional requirements not covered can be applicable at time of Building Plan review for fmal Department of Environmental Health clearance. vironmental Health Specialist Loca! Enforcement Agency ~ PO. Box 1280. Riverside, CA 92502-1280 ~ (909] 955~8982 . FAX (909) 781-9653 ~ 4080 Lemon Street. 9th Floor, Riverside, CA 92501 Land Use and Water Engineering' PO. Box 1206, Riverside, CA 92502-1206 G (909) 955-8980 . FAX (909) 955-8903 ~ 4080 Lemon Street 2nd Floor, Riverside, CA 92501 ATTACHMENT NO.4 STATEMENT OF OPERATIONS G:IPlanning\200SIPAOS-0314 Rite-Aid CUP, PCNIPlanninglPC Staff Report.doc 9 lWEI ~ RITE AID Corporation . MAILING ADDRESS P.O. Box 3165 Harrisburg, PA 1710S . GENERAL OFFICE 30 Hunter Lane Camp Hill, PA 17011 . (717)761-2633 Public Necessity & Convenience Application Proposed Rite Aid #6438 Rancho Temecula Town Center 39782 Winchester Road Temecula CA STATEMENT OF OPERATIONS Hours of Ooeration - Our proposed hours of operation will be 8:00 AM - 11:00 PM seven days a week. Number of Emolovees - We intend to employ approximately 20 full or part-time employees at the store. Number of Reauired Parkina - 729 parking spaces are required. 976 will be provided. Averaae Dailv Peak Trios Generated - Anticipated to be approximately 700. Tyoe of Eauioment or Processes Used - We intend to use the following equipment: Cash registers, electronic scanners, personal computers, film processing equipment, coolers, freezers, and an automatic pill counting machine. We will also use a film development process. l]e0c::riotion of Hazardous Materials - Retail sales of general household cleaning products and health and beauty aids including aerosol products, flammable and combustible liquids, and toxic solids and liquids. Other Descriotions That Effectivelv Describe Prooosed Use - Operation of a retail pharmacy that will maximize convenience to local shoppers by facilitating a 'one-stop' shopping experience. Accordingly, in addition to a broad array of household goods and health and beauty aids in our general merchandise sections, we intend to operate the following departments: . Pharmacy . Pre-Packaged Food & Drink . One Hour Photo . Alcoholic Beverages Securitv Plan - Store associates will supervise the store during business hours and the store will be locked and an electronic alarm will be armed whenever the building is closed. Aooroximate Percentaae of Products Devoted to Alcohol- We are seeking a Type 21 Off-Sale General Liquor License. We expect alcohol to comprise 4-9% of total sales at the location. . -, ATTACHMENT NO.5 STATEMENT OF JUSTIFICATION G:IPlanning\2005IPAOS-0314 Rite-Aid CUP, PCNIPlanninglPC Staff Report.doc 10 . ) "r Public Necessity & Convenience Application ."" i{')f: J':::::; fd' !i:g rg ~ !J j:t8W~ By 17 ~ l(J(J1i If) ill~D e/)qrtrn ell! Proposed Rite Aid #6438 Rancho Temecula Town Center 39782 Winchester Road Temecula CA STATEMENT OF JUSTIFICATION 1. Does the proposed establishment have anv unique features, which are not found in other similar uses in the communitv? Yes. Thrifty Payless (nc strives to create a unique shopping experience maximizing customer service through store construction, product composition and placement, and associate training programs. 2. Does the oroposed establishment cater to an under-served population (i.e. patrons of a different socio" economic class)? No. Thrifty Payless Inc serves the general public. 3. Would the proposed mode of operation of the proposed establishment (i.e. sales in coniunction oasoline sales. tours. etc) be uniaue or differ from that of other establishments in the area? Yes. Thrifty Payless routinely offers health education and assessment activities to customers and local residents, including diabetes detection and prevention, and flu shot clinics. 4. Are there anv Qeographical boundaries (i.e. rivers, hillsides) or traffic barriers (freeways. maior roads. maior intersections) separatinq the proqosed establishment from other establishments. Yes, the Rancho Temecula Town Center will be bordered by Winchester, Harrison and Nicholas Roads. 5. Is the oroposed establishment located in an area where there is a sianificant influx of population durina seasonaloeriods? No. 6. Is there a proliferation of licensed establishments within the Census Tract of the proposed establishment? Unknown, awaiting data from the CA Department of Alcoholic Beverage Control. 7. Are there anv sensitive uses (i.e. schools. parks. hospitals, churches\, in close oroximitv to the proposed establishment? No. There will not be any sensitive uses are located within 500 feet of the proposed store. 8. Would the proposed establishment interfere with these sensitive uses? No. Our processes and procedures will minimize the problems of loitering and littering and prevent sales to minors. 9. Would the proposed establishment interfere with the auiet enioyment of their propertY bv the residents of the area? No. The provision of adequate parking, distance from residences and use of an automatic, self-closing door all help ensure quiet enjoyment of nearby properties. 10. Will the proposed establishment add to law enforcement problems in the area? No. Thrifty Payless associ<;lte training and register technology combine to prevent sales to underage customers. The training our associates receive also prevents sales to visibly intoxicated persons. Additionally, Thrifty Payless Inc accepts by condition that Beer, malt beverages, and wine coolers in containers of 16 oz. or less cannot be sold by singie containers, but must be sold in manufacturer pre-packaged multi-unit quantities '\ ATTACHMENT NO.6 COMMON ABC LICENSE TYPES G:IPlanning\2005IPA05-0314 Rite-Aid CUP, PCNIPlanninglPC Staff Report.doc 11 Department of Alcoholic Beverage Control.. COMMON ABC LICENSE 1 PES AND THEIR BASIC PRIVILeGES State of California , GRAY DAVIS. Governor fusiness, Transportation and Housing Agency . .. MARIA CONTRERAS. SWEET, Secretary LICENSE TYPE DESCRIPTION 01 BEER MANUFACTURER. (Large Brewery) Authorizes the sale of ~er to any person holding a license authorizing the sale of beer, and to consumers for consumption on or off the manufacturer's licensed premises. Without any additional licenses, may sell beer and wine, regardless of source, to consumers for consumption at a bona fide public eating place on the manufacturer's licensed preniises or at a bona fide eating place contiguous to the manufacturer's licensed premises. May conduct beer tastings under specified conditions {Section 23357.3\. Minors are allowed on the vremises. " 02 WINEGROWER. (Winery) Authorizes the saie of wine and brandy to any person holding a license authorizing the sale of wine and brandy, and to consumers for consumption off the premises where sold. Authorizes the sale of all wines and brandies, regardless of source, to consumers for consumption on the premises in a bona fide eating place that is located on the licensed premises or on premises owned by the licensee that are contiguous to the licensed premises and operated by and for the licensee. May possess wine and brandy for use in the preparation of food and beverage to be consumed at the bona fide eating place. May conduct winetastings under prescribed conditions (Section 23356.1; Rule"53). Minors are allowed on the nremises. " " 20 OFF SALE BEER & WINE . (package Store) Authorizes the sale of beer and wine for consumption " off the Dremises where Sold. Minors are allowed on the oremises. " 21 OFF SALE GENERAL. (package Store) Authorizes the sale of beer, wine and distilled spiritS for consumntioil off the nremises wbere sold., Minors are allowed on thenremises. 23 SMALL BEER MANUFACTURER': (Brew Pub or Micro-brewery) Authorizes the same privileges and restrictions as a Type"O!. A brewpub is typically a very small brewery with a restaurant. A micro- brewery is a small'scale brewery operation that typically is dedicated solely to the production of specialty beers, a1thou~h some do have a restaurant or Dub on their manufacturin~ nlant. 40 ON SALE BEER. (Bar, Tavern) Authorizes the sale of beer for consumption on or off the premises where sold. No wine or distilled spiritS may be on the premises. Full meals are not required; however, sandwiches or snacks must be available. Minors are allowed on the nremises. 41 ON SALE BEER & WINE - EATING PLACE. (Restaurant) Authorizes the sale of beer and wine for consumption on or off the premises where sold. Distilled spirits may not be on the premises (except brandy, rum, or liqueurs for use solely for cooking purposes). "Must operate and maintain the licensed premises as a ~na fide eating place. Must make actual and substantial sales of meals, during the nonnal meal hours that they are open, at least five days a week. Nonnal mealtimes are 6:00 a.m. . 9:00 a.m., 11:00 a.m. - 2:00 p.m., and 6:00 p.m. .. 9:00 p.m. Premises that are not open five days a week must serve meals on the days they are ooen. Minors are allowed on the nremises. 42 ON SALE BEER & WINE - PUBLIC PREMISES. (Bar, Tavern) Authorizes the sale of beer and wine for consumption on or off the premises where sold. No distilled spirits may be on the premises. Minors are not allowed to enter and remain (see Section 25663.5 for exception, musicians). Food service is not n'iluired. . 47 ON SALE GENERAL - EATING PLACE. (Restaurant) Authorizes the sale of beer, wine and distilled spirits for consumption on ille licensed premises. Authorizes the sale of beer and wine for consumption off the licensed premises. Must operate and maintain the licensed premises as a bona fide eating place. Mustmake actual and .substantial sales of meals, during the nonnal meal hours that they are open, at least five days a week. Nonnal mealtimes are 6:00 a.m. - 9:00 a.m.. 11:00 a.m. - 2:00 p,m.. and 6:00 p.m. - 9:00 p.m. Premises that are not open five days a week must serve meals on the days they are ooen. Minors are allowed on the nremises. 48 ON SALE GENERAL - PUBLIC PREMISES. (Bar, Night Club) Authorizes the sale of beer, wine and distilled spirits for consumption on the premises where sold. Authorizes the sale of beer and wine for consumption off the premises where sold. Minors are not allowed to enter and remain (see Section 2.5663.5 for excention, musicians\. Food service. is not reouired. . . " 49 ON SALE GENERAL- SEASONAL. Authorizes the same privileges and restrictions as provided for a Type 47 license except it is issued for a specific season. Inclusive dates of operation are listed on the license certificate. ABC-616 (1/02) LICENSE TYPE 51 52 57 59 60 61 67 70 75 80 ABG.616 (1/02) DE S CRIPTlO N CLUB. Authorizes the sale of beer, wine and distilled spirits, to members and guests only, for consumption on the premises where sold. No off-sale privileges. Food service is not required. Minors are allowed on the remises. " VETERAN'S CLUB. Authorizes the sale of beer, wine and distilled spiritS, to members and guests only, for consumption on the premises where sold. No off-sale privileges. Food service is not required. Minors are allowed on the remises. SPECIAL ON SALE GENERAL. Generally issued to certain organizations who cannot qualify for club licenses. Authorizes the sale of beer, wine and distilled spirits, to members and guests only, for consumption on the premises where sold. No off-sale privileges. Food service is not required. Minors are allowed on the . emises. ON SALE BEER AND WINE - SEASONAL. Authorizes the same privileges as a Type 41. Issued for as' fic season. Inclusive dates of 0 ration are listed on the license certificate. ON SALE BEER - SEASONAL. Authorizes the sale of beer only for consumption on or off the premises where sold. Issued for a specific season. Inclusive dates of operation are listed on the license certificate. Wine or distilled s irits ma not be on the remises. Minors are allowed on the remises. ON SALE BEER - PUBLIC PREMISES. (Bar, Tavern) Authorizes the sale of beer only for consumption on or off the licensed premises. Wine or distilled spirits may not be on the premises. Minors are not allowed to enter and remain warnin si s uired. Food service is not uired. BED AND BREAKFAST INN . ~thorizes the sale of wine purchased from a licensed winegrower or wine wholesaler only to registered guests of the establishment for consumption on the premises. No beer or distilJed spirits may be on the premises. Wine shall not be given away to guests, but the price of the wine shall be included in the price of the overnight transient occupancy accommodation. Removal of wine from the unds is not rmitted. Minors are allowed on the ises. ON SALE GENERAL - RESTRICTIVE SERVICE - Authorizes the sale or furnishing of beer, wine and distilled spiritS for consumption on the premises to the establishment's overnight transient occupancy guests or their invitees. This license is nonnally issued to "suite-type" hotels and motels, which exercise the license privileges for guests' "complimentary" happy hour. Minors are allowed on the remises. ON SALE GENERAL _ BREWPUB. (Restaurant) Authorizes the sale of beer, wine and distilled spirits for consumption on a bona fide eating place plus a limited amount of brewing of beer. Also authorizes the sale of beer and wine only for consumption off the premises where sold. Minors are allowed on the remises.' . BED AND BREAKFAST INN - GENERAL. Authorizes the sale of beer, wine and distilled spirits purchased from a licensed wholesaler or winegrower only to registered guests of the establishment for consumption on the premises. Alcoholic beverages shalJ not be given away to guests, but the price of the alcoholic beverage shall be included in the price of the overnight transient occupancy accommodation. Removal of alcoholic bevera es from the u.nds is not nnitted. Minors are allowed on the remises. ~'\f~:;".D.Dc,. ?o :j W.i' "t. 01'." Do ~... . ~~""O', [J T( ;;;, ~ ("bJrOL A~ CITY OF TEMECULA COMMUNITY DEVELOPMENT DEPARTMENT MEMORANDUM TO: FROM: DATE: SUBJECT: City Manager/City Council Debbie Ubnoske, Director of Planning July 11, 2006 PA05-0314, Rite Aid Conditional Use Permit - Appeal Please find attached revised Resolutions for the above-referenced project. Revisions were made to remove references and findings for Public Convenience or Necessity. Based on discussions with staff at Alcohol Beverage Control, the project site is located within a census tract that is NOT over concentrated and therefore, Public Convenience or Necessity findings are not required. G:IPianning\200SIPAOS-0314 Rite-Aid CUP, PCNIPlanninglMEMO to Council revised resos.doc 1 --- EXHIBIT A FINAL CONDITIONS OF APPROVAL . EXHIBIT A CITY OF TEMECULA FINAL CONDITIONS OF APPROVAL Planning Application No.: PAOS-0314 Project Description: A Minor Conditional Use Permit to allow for the sale of beer, wine, and distilled spirits (Type 21 license, off. sale general) from an approved 16,836 square foot commercial building to be located at 39782 Winchester Road Assessor's Parcel No.: 920;.100-013 MSHCP CATEGORY: NJA DIF CATEGORY: NJA TUMF CATEGORY: N/A. . Approval Date: July 11, 2006 Expiration Date: . July 11, 2008 WITHIN 48 HOURS OF THE APPROVAL OF THIS PROJECT ,Planning Department 1. The applicant/developer shall deliver to the Planning Department a cashier's check or money order made payable to the County Clerk in the amount of Sixty-Four Dollars ($64.00) for the County administrative fee, to enable the City to file the Notice of Exemption as provided under Public Resources Code Section 21108(b) and California Code of Regulations Section 15062. If within said 48-hour period the applicant/developer has not delivered to the Planning Department the check as required above, the approval for the project granted shall be void by reason of failure of condition (Fish and Game Code Section 711.4(c)). . GENERAL REQUIREMENTS Planning Department 2. The applicant shall'sign both copies of the final conditions of approval that will be . provided by the Planning Department staff; and return one signed set to the Planning Department for their files. 3. The applicant shall comply with the statement of operations for PA05-0314 on file with the Planning Division, unless superceded by these Conditions of Approval. 4. This Conditional Use Permit may be revoked pursuant to Section 17.03.080 of the City's Development Code. 5. The applicant and owner of the real property subject to this condition shall hereby agree to indemnify, protect, hold harmless, and. defend the City with Legal Counsel of the City's own selection from any and all claims, actions, awards, judgments, or proceedings against the City to attack, set aside, annul, or seek monetary damages resulting, directly or indirectly, from any action in furtherance of' and the approval of the City, or any agency or instrumentality thereof, advisory agency, appeal board or legislative body including actions approved by the voters of the City, concerning the Planning Application. The City shall be deemed for purposes of this condition, to include any agency or instrumentality thereof, or any of its elected or appointed officials, officers, employees, consultants, contractors, legal counsel, and agents. City shall promptly notify both the applicant and landowner of any claim, action, or proceeding to which this condition is applicable and shall further cooperate fully in the defense of the action. The City reserves the right to take any and all action the City deems to be in the best interest of the City and its citizens in regards to such defense. 6. . Within two years of approval of this permit, commencement of the use shall have occurred or the approval shall be subject to expiration. 7. If commencement of the use has not occurred within two years of approval of this permit, the permittee may, prior to the expiration of the conditional. use permit, apply for up to . three one-year extensions of time. Each extension of time shall be granted in one-year increments only. 8. The City, and its Planning Director, Planning Commission, and City Council retain and reserve the right and jurisdiction to review and modify this conditional use permit (including the conditions of approval) based on changed. circumstances. Changed circumstances include, but are not limited to the modification of the business, a change in scope, emphasis, size or nature of the business, and the expansion, alteration, reconfiguration or change of use. The reservation of right to review any conditional use permit granted or approved or conditionally approved hereunder by the City, its Planning Director, Planning Commission, and City Council is in addition to, and not lieu of, the . right of the City, its Director of Planning, Planning Commission, and City Council to review and revoke or modify any conditional use permit approved or conditionally . approved hereunder for any violations of the conditions imposed on such conditional use permit or for the maintenance of any nuisance condition or other code violation thereon. 9. Prior to the commencement of any alcohol sales, the applicant shall submit verification the Department of Alcohol Beverage Control has issued the necessary Type 21 license (off-sale general). 10. There shall be no window display of alcohol. (Added by the City Council on. July 11, 2006.) 11. The display of alcohol shall be limited to 190 square feet and shall be located at the rear of the store. (Added by the City Council on JUly 11, 2006.) 12. Should there be 3 ABC violations, the Rite Aide minor conditional use permit shall be automatically scheduled for a Planning Commission review of the permit. (Added by the City Council on July 11, 2006.) 13. The applicant shall comply with all underlying conditions set pertaining to PA02.0364, PA02-0365, and PA04-0540. . 14. All of the foregoing conditions shall be complied with prior to occupancy or any use allowed by this permit. Police Department 15. Applicant has applied for a Type 21 (Off Sale General) (Package Store) through the Riverside District Office of Alcoholic Beverage Control. Authorizes the sale of beer, wine and distilled spirits for consumption off the premises where sold. Minors are allowed on the premises. 16. Applicant will comply with City Ordinance 97-07, (9.14.010 Temecula Municipal Code series). 17. Identification will be verified utilizing one of the following: a. A valid California Driver's License b. A valid California Identification Card c. A valid Military Identification Card (Active/ReservelRetiredlDependent) d. A valid Driver's License from any of the Fifty States or Territories of the United States e. A valid U.S. Passport f. A valid government issued identification card issued by a Federal, State, County or City agency 18. As noted above, only a valid government issued identification card issued by a federal, state, county or City agency' is acceptable, providing it. complies with the below requirements (25660 Business and Profession Code). . . a. Name of person b. Date of birth c. ' Physical description' d. Photograph e. Currently valid (notexpired) 19. Applicant will ensure all employees involved with the sales, service and identification checks for the purpose of any sales of alcoholic beverages is trained in the proper procedures and identification checks. The TemeclJla Police Department provides free training for all employers and employees involved in the service and sales of alcoholic beverages. It is the responsibility of the applicant to set up a training session for all new employees working at Beverages and More. Contact the Crime Prevention and Plans Officer at (951) 695-2773 to set up a training date. Training must be completed prior to the grand opening of this business and periodic updated training when new employees/ management are hired. 21. 22. 23. 20. Any public telephones located on the exterior of the building should be placed ina well- lighted, highly visible area, and installed with a "call-out only" feature to deter loitering. This feature is not required for public telephones installed within the interior of the building. Licensees may not sell, give, or deliver alcohol (by the drink or by the package) between 2:00a.m. and 6:00a.m. of the same day. No person may knowingly purchase alcohol between 2:00a.m. and 6:00a.m. (Section 25631 B&P). Licensees may not permit patrons or employees to consume alcohol between 2:00a.m. and 6;00a.m.of the same day (Section 25632 B&P). Authority of Peace Officers/Refusing Inspection: Police officers, sheriffs' deputies, and ABC investigators are sworn law enforcement officers (peace officers) with powers of arrest. Whether in plainclothes or uniform, peace officers have the legal right to visit and inspect any licensed premises at any time during business hours without a search warrant or probable cause. This includes inspecting the bar and back bar, store room, office, closed or locked cabinets, safes, kitchen, or any other area within the licensed premises. It is legal and reasonable for licensees to exclude the publiC from some areas of the premises. However, licensees cannot and must not deny entry to, resist, delay, obstruct, or assault a peace officer. (Sections. 25616, 25753, and 25755 B&P; 14.8 and 241 (b) PC) The following requirements apply to stores (license Type 20 and 21): a. Post "No Loitering" signs upon written notice from the ABC b. Post "No Open Container" signs upon written notice from the ABC c. No alcohol consumption inside a store or outside a bar or tavern d. Illuminate. the exterior of the premises, including adjacent public sidewalks and parking lots under the licensee's control, during all h(Jurs of darkness when open. for business Remove litter daily from the premises, adjacent sidewalks and parking lots under licensee's control and sweep/clean these areas weekly Remove graffiti from premises and parking lot Have no more than 33% of windows covered with advertising or signs Have incoming calls blocked at pay phones upon request of loeallaw . enforcement or A8C; (see item 6 above) Have a copy of the operating standards available during normal business hours for viewing by the general public (Section 25612.5 (c) 8&P) e . . " f. g. h. i. OUTSIDE AGENCIES 24. The applicant shall comply with the Department of Environmental Health letter dated November 29, 2005. By placing my signature below, I confirm that I have read, I understand and I accept all the above-mentioned Conditions of Approval. I further understand that the property shall be maintained in conformance with these conditions of approval and that any changes I may wish to make to the project shall be subject to Community Development Department approval. Applicant's Signature Date Applicanfs Printed Name ( / #AD~Ali&&OF~ , " " ,',',' '! ,'" ! t l .:f :,'~i SERVICES AGENCY 0 NMENTAL HEALTH Novelliber 29,2005 \"-"'"' . .. . . ...,... - . ',' " 'City ofTem~ula Planning.nepaitment , P.O. Box 9033 " Temecula, CA 92589-9033 , Attention: Hannony Bales t,":'" OOlE@lEn w ~ ~ i ' DEe 0 1 2005 ~ , , .' By RE: Development PIan No. PAOS.314, 'J' t ' ! ' , ! Dear Ms. Bales: , r ' , 1. Department of Environmental Health has reviewed the Minqr Conditional Use Permit to sell alcohol within a 16,836 square foot retail facility to be 10~ within the Rancho Temecu1a Town Center and we have no objeCtions. 1,' " 2. PRIOR TO TilE ISSUANCE OF BUILDING PERMITS [THE FOLLOWING SHOULD BE REQUIRED: '" i ' a) "Will-serve"letters from the appropriate Water and seWering districts. . .. '. ! . b) If there are to be any food establishments, (including v~ding machines), three complete 'sets ofp1ans for each food establishment will be subn$ed including a fixture schedule, a finish schedule and a plumbing schedule in order to ~ comp1ilince with the CaliforDia UnifOrlll Retail Food Facilities Law 2. For $peciflc reference, contact Food , . Facility.Plan Examiners at (951) 600-6330.' : ' ,-.,.,,/ 1 Sincerely, Martinez, Supervisin vironmental Health Specialist , (909) 955-8980' . , NOTE:" Any current additional requirements not cove:ed can be applicable at time of Building Plan review for fina1 Department ofllnvironmenta\ Health clearance. '! \---.:-/' LOGal Er.fo,<eme"t Agency. P.O, Bo, 1280, Riverside,CA 925.02.1280 . (909) 955.89ll2 . FAX (909) 781-9653' 4080 Lemon Slreet. 91h Floor, Riverside. CA 92501 Land Use and Waler EJ.gineering' P.O. Box 1206, Riversi~e. CA, 9~2},2~.,~(~9)%,~9,W, , F~)9~:,P 95,S-89il3,~, 4080 Lemo~ Slreet.2nd Roor, Hivo..id,. CA 92501 " ;{" ,-,- ':;,''''''f.{-'':::/;'?<'':/',:\;\;,:,:';;;::;,-:" ,'; ",<;;:";"t";,,,:", "',