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Home My WebLink About071498 CC AgendaIn compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk (909) 694- 6444. Notification 48 hours prior to a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title II] AGENDA TEMECULA CITY COUNCIL A REGULAR MEETING CITY COUNCIL CHAMBERS 43200 BUSINESS PARK DRIVE JULY 14, 1998 -7:00 PM 1. Conference ·with real· property negotiator pursuant to Government Code Section 54956.8 concerning the acquisition of real Property located at 28545 Front Street (APN 922-036-031 ). The negotiating parties are ·an interest in Redevelopment Agency of the City of Temecula and Lynn Ackley.· Under negotiation are the price and terms of payment of the real property interests proposed to be acquired. 2. Conference with real property negotiator pursuant to Government Code Section 54956.8· concerning the acquisition of real Property located at42051 Main Street (APN 922-036-020), 28545 Front Street (APN 922-035-00.1}, 2867'7' 'Front Street (APN .922~045-O17). The negotiating parties are ·the City of Temecula/parcels of Redevelopment Agency of the 'City of Temecula and Lorraine Clark, Ladd Penfold, and Cadeus Properties.: Under negotiation are the· price and terms of payment of the real property .interests .proposed to be conveyed and/or acquired. ~ 3. Conference with real property negotiator pursuant to' Government' Code ·Section ·54956.8 concerning the acquisition and .leasing of real property located at 28497, 28485; '2855'9', and 28565 Pujol Street', Temecula. The negotiating parties are the Redevelopment Agency of the City of Temecula and Affirmed Housing/Temecula Gardens. Under negotiation are ·the price and terms of payment of the real property interests proposed to be acquired and conveyed. 4. Conference with real property negotiator pursuant to Government Code Section 54956.8 concerning the acquisition of real property located at I1) APN Nos. 950-110-022, 024, 025, and 026 and (2) 950-110-032, each located off Pala Road, south of Highway 79 South. The negotiating parties are the City of Temecula and (1) Pala Rainbow, LLC, and (2) KCY Development. Under negotiation are the price and terms of payment of the real property interests proposed to be acquired. R:\Agenda\071498 1 5:30 P.M. - ClosedSession'of the'City Counci! pursuant'to Government Code.Sections: 5. Conference with real property' negotiator pursuant to Government Code Section 54956.8 · concerning the acquisition of real property located at.a portion of the property Iocated'.at. 26531 Ynez Road (APN 921~720~014). The negotiating parties are the City of. Temecu!a and Advanced Cardiovascular/Guidant Corporation. Under negotiation are. the price and.terms' of payment of the real property interests proposed to be acquired. 6. Conference with City Attorney and .legal counsel pursuant to Government Code Section 54956..9(b) with respect to two. {2) matters :of potential litigation: With. respect. to.each :matter, the City 'Attorney. has determined that a point has been reached. where there iis. a significant exposure to litigation involving.the City and/or the Agency .based .on existing facts and circumstances. · ' ' At approximately 9:45 PM, the City Council will determine which of the remaining agenda items can be considered and acted upon prior to 10:00 PM and may continue all other items on which additional time is required until a future meeting. All meetings are scheduled to end at 10:00 PM. CALL TO ORDER: Prelude Music: Invocation: Flag Salute: ROLL CALL: PRESENTATIONS/ PROCLAMATIONS PUBLIC COMMENTS Next in Order: Ordinance: No. 98-11 Resolution: No. 98-58 Mayor Ron Roberts presiding Brad Beyenhof Pastor Doug Cole, Church of Christ Cub Scout Pack 367 Comerchero, Ford, Lindemans, Stone, Roberts Livable Communities Award from SCAG Arrow of Light Certificates Deacon Jones Charity Presentation 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. R:\Agenda\071498 2 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 befor~ the Council gets to that item. There is a five (5) minute time limit for individual speakers. CITY COUNCIL REPORTS Reports by the members of the City Council on matters not on the agenda will be made at this time. A total, not to exceed, ten (10) minutes will be devoted to these reports. CONSENT CALENDAR NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless members of the City Council request specific items be removed from the Consent Calendar for separate action. Standard Ordinance Adoption Procedure RECOMMENDATION: 1.1 Motion to waive the reading of the text of all ordinances and resolutions included in the agenda. Approval of Minutes RECOMMENDATION: 2.1 Approve the minutes of June 11 and June 16, 1998. Resolution Approving List of Demands RECOMMENDATION: 3.1 Adopt a resolution entitled: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A 2 3 R:\Agenda\071498 3 4 6 7 8 9 City Treasurer's Report as of May 31. 1998 RECOMMENDATION: 4.1 Receive and file the City Treasurer's Report as of May 31, 1998. City Treasurer's Statement of Investment Policy RECOMMENDATION: 5.1 Adopt the Treasurer's Statement of Investment Policy as proposed by staff which provides safety, liquidity, and yield for City funds. Resolution Establishing City's Gann Appropriations Limit for Fiscal Year 1998-99 RECOMMENDATION: 6.1 Adopt a resolution entitled: RESOLUTION NO, 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLISHING THE APPROPRIATIONS LIMIT FOR FY 1998-99 Purchase of Software RECOMMENDATION: 7.1 Authorize the purchase of Microsoft Windows 98 and Microsoft Office Pro 97 software from Compucom, Los Angeles, California, in the amount of $61,749.56. Records Destruction Approval RECOMMENDATION: 8.1 Approve the scheduled destruction of certain City records in accordance with the City of Temecula approved Records Retention Policy. Second Amendment to Agreement between City of Temecula and BidAmerica RECOMMENDATION: 9.1 Approve the Amended Scope of Services to include the scanning of building plans for the Building and Safety Department in its proposal for an additional amount not to exceed ten thousand sixty nine dollars ($10,069.00); R:\Agenda\071498 4 10 11 12 13 R:\Agenda\071498 9.2 Authorize the Mayor to execute the Second Amendment to the Agreement between the City of Temecula and BidAmerica. Acceptance of Public Streets into the City-Maintained Street System (within Tract Nos. 27827-1 and 27827-F - north side Nicolas Road from North General Kearny Road westerly) RECOMMENDATION: 10.1 Adopt a resolution entitled: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ACCEPTING CERTAIN STREETS INTO THE CITY- MAINTAINED STREET SYSTEM (WITHIN TRACT NOS. 27827-1 AND 27827-F) Accept Public Improvements in Tract No. 27827-F (northwesterly corner of intersection of North General Kearny Road at Nicolas Road) RECOMMENDATION: 11.1 Accept the public improvements in Tract No. 27827-F; 11.2 Authorize reduction in Faithful Performance bond amount for street and drainage, and water and sewer system improvements to the ten percent (10%) warranty level, and initiation of the one-year warranty period; 11.3 Direct the City Clerk to so advise the Developer and Surety. Release Faithful Performance Warranty and Labor and Materials Securities in Tract No. 27827-3 (northwesterly of intersection of North General Kearny Road at Nicolas Road) RECOMMENDATION: 12.1 Authorize release of the Faithful Performance Warranty and Labor and Materials Securities for public street, water, and sewer improvements in Tract No. 27827- 3; 12.2 Direct the City Clerk to so advise the Developer and Surety. Accept Public Improvements in Tract No. 27827-1 (northwesterly corner of intersection of North General Kearny Road at Nicolas Road) RECOMMENDATION: 13.1 Accept the public improvements in Tract No. 27827-1; 5 14 15 16 13.2 Authorize reduction in Faithful Performance bond amount for street, water, and sewer improvements to the ten percent (10%) warranty level, and initiation of the one-year warranty period; 13.3 Direct the City Clerk to so advise the Developer and Surety. Acceptance of Public Streets into the City-Maintained Street System (within Tract No. 24133-5 - located westerly of Montelegro Way between McCabe Drive and Leena Way) RECOMMENDATION: 14.1 Adopt a resolution entitled: RESOLUTION NO, 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ACCEPTING CERTAIN STREETS INTO THE CITY- MAINTAINED STREET SYSTEM (WITHIN TRACT NO. 24133-5) Accept Public Improvements in Tract No. 24133-5 (located westerly of Montelegro Way between McCabe Drive and Leena Way) RECOMMENDATION: 15.1 Accept the public improvements in Tract No. 24133-5; 15.2 Authorize reduction in the Faithful Performance security amounts to the ten percent (10%) warranty level, and initiation of the one-year warranty period; 15.3 Direct the City Clerk to so advise the developer and surety. Partial Reduction in Faithful Performance Security Amount in Tract No. 21818 (westerly of intersection of Via Norte at Kahwea Road) RECOMMENDATION: 16.1 Authorize fifty percent (50%) reduction in Faithful Performance Public Improvement security for Street and Drainage, and Water System improvements in Tract No. 21818; 16.2 Direct the City Clerk to so advise the Developer and Surety. R:\Agenda\071498 6 17 in Parcel Map No. 19677 18 Release Bond for Traffic Signalization Mitigation Fees (northwest of Ynez Road and north of Winchester Road) RECOMMENDATION: 17.1 Authorize release of bond for Traffic Signal Mitigation Fees in Parcel Map No. 19677; 17.2 Direct the City Clerk to so notify the developers and the Clerk of the Board of Supervisors. City of Temecula Tree Policy RECOMMENDATION: 18.1 Adopt a resolution entitled: RESOLUTION NO, 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE CITY OF TEMECULA TREE POLICY RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF THE TEMECULA COMMUNITY SERVICES DISTRICT, THE CITY OF TEMECULA REDEVELOPMENT AGENCY AND THE WINCHESTER HILLS FINANCING AUTHORITY R:\Agenda\071498 7 TEMECULA COMMUNITY "' :'" SERVICES DISTRICT MEET.ING::'~:..." Next in Order: Ordinance: No. CSD 98-01 Resolution: No. CSD 98-15 CALL TO ORDER: President Jeffrey E. Stone ROLL CALL: DIRECTORS: Comerchero, Ford, Lindemans, Roberts, Stone PUBLIC COMMENT: 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 desire to speak to the Board of Directors on an item not listed on the agenda or on the Consent Calendar, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all other agenda items a "Request to Speak" before the Board of Directors gets to that item. individual speakers. form must be filed with the City Clerk There is a five (5) minute time limit for Anyone wishing to address the Board of Directors, should present a completed pink "Request to Speak" form to the City Clerk. When you are called to speak, please come forward and state your name and address for the record. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes of June 16, 1998. Release of Landscape Bond in the Rancho Highlands Development (northwest corner of Ynez Road and Preece Lane) RECOMMENDATION: 2.1 Authorize the City Clerk to exonerate the remaining landscape bonds for TCSD slope maintenance areas in Tract No. 22761. R:\Agenda\071498 8 3 Ratification of Election Results - Tract No. 21818 4 5 RECOMMENDATION: 3.1 Adopt a resolution entitled: RESOLUTION NO. CSD 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF TEMECULA COMMUNITY SERVICES DISTRICT, RECITING THE FACT OF THE SPECIAL TEMECULA COMMUNITY SERVICES DISTRICT MAIL-IN BALLOT ELECTION HELD ON JUNE 26, 1998 DECLARING THE RESULTS AND SUCH OTHER MATTERS AS PROVIDED BY LAW Ratification of Election Results - Tract No. 25892 RECOMMENDATION: 4.1 Adopt a resolution entitled: RESOLUTION NO. CSD 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF TEMECULA COMMUNITY SERVICES DISTRICT, RECITING THE FACT OF THE SPECIAL TEMECULA COMMUNITY SERVICES DISTRICT MAIL-IN BALLOT ELECTION HELD ON JUNE 26, 1998 DECLARING THE RESULTS AND SUCH OTHER MATTERS AS PROVIDED BY LAW Landscape Maintenance Contract with California Landscape Maintenance, Inc. for FY 1998-99 RECOMMENDATION: 5.1 5.2 Approve contract amendment in the amount of $8,700 with California Landscape Maintenance, Inc., to provide landscape maintenance services for the additional landscaped area of the Presley Development (S~13) for FY 1998-99; Authorize the expenditure of funds in the amount of $402,516 to cover FY 1998-99 contract with California Landscape Maintenance, Inc., to provide landscape maintenance services for sports park, slopes (south), medians, and City facilities. R:\Agenda\071498 9 6 Landscape Maintenance Contract with Excel Landscape, Inc. for FY 1998-99 RECOMMENDATION: 6.1 Approve contract amendment of $1,272 with Excel Landscape, Inc., to provide landscape maintenance services for the Via Eduardo Street Scape (SS-1) for FY 1998-99; 6.2 Authorize the expenditure of funds in the amount of $214,560 to cover FY 1998-99 contract with Excel Landscape, Inc., to provide landscape maintenance services for neighborhood parks/streetscapes and slopes (north). 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 hearing. If you challenge any of the projects in court, you may be limited to raising only those issues you or someone else raised at the public hearing or in written correspondences delivered to the City Clerk at, or prior to, the public hearing. 7 Proposed Residential Street Lighting Fee - Tract No. 23583 RECOMMENDATION: 7.1 Adopt a resolution entitled: RESOLUTION NO. CSD 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT ORDERING, CALLING AND GIVING NOTICE OF AN ELECTION TO BE HELD ON AUGUST 28, 1998, FOR PROPERTY OWNERS OF LOTS 1-21 WITHIN TRACT NO. 23583 TO ESTABLISH SERVICE LEVEL B RATES AND CHARGES BEGINNING FISCAL YEAR 1999-00 PURSUANT TO ARTICLE XIIID, SECTION 6 OF THE CALIFORNIA CONSTITUTION 7.2 Approve the Election Notice, Ballot, and Procedures for the Completion, Return and Tabulation of the Ballots; 7.3 Authorize staff to mail the ballots to the affected property owners pursuant to the aforementioned process. R:\Agenda\071498 10 DISTRICT BUSINESS 8 Agreement for Joint Use of the Tennis Courts at the Temecula Valley High School RECOMMENDATION: 8.1 Approve a substantial form, final form to be approved by City Manager and the City Attorney, the agreement between the City of Temecula and the Temecula Valley Unified School district (TVUSD) for joint use of the tennis courts at the Temecula Valley High School; 8.2 Authorize the preparation of construction documents and release of a formal public bid for the TVHS Tennis Court Lighting Project. DIRECTOR OF COMMUNITY SERVICES REPORT GENERAL MANAGER'S REPORT BOARD OF DIRECTORS' REPORTS ADJOURNMENT Next regular meeting: July 28, 1998, scheduled to follow the City Council Consent Calendar, City Council Chambers, 43200 Business Park Drive, Temecula, California. R:\Agenda\071498 11 TEMECULA REDEVELOPMENT AGENCY MEETING Next in Order: Ordinance: No. RDA 98-01 Resolution: No. RDA 98-11 CALL TO ORDER: Chairperson Karel Lindemans presiding ROLL CALL: AGENCY MEMBERS: Comerchero, Ford, Roberts, Stone, Lindemans PUBLIC COMMENT: 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 desire to speak to the Agency on an item not listed on the agenda or on the Consent Calendar, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all other agenda items a "Request to Speak" form must be filed with the City Clerk before the Agency gets to that item. There is a five (5) minute time limit for individual speakers. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes of June 16, 1998. JOINT CITY COUNCIL/REDEVELOPMENT AGENCY PUBLIC HEARING RECONVENE CITY COUNCIL MEETING - Mayor Ron Roberts Any person may submit written comments to the City Council/Redevelopment Agency before a public hearing or may appear and be heard in support of or in opposition to the approval of the projectIs) at the time of hearing. If you challenge any of the projects in court, you may be limited to raising only those issues you or someone else raised at the public hearing or in written correspondences delivered to the City Clerk at, or prior to, the public hearing. R:\Agenda\071498 12 2 3 Disposition and Development Agreement and Ground Lease for the North Pujol Redevelopment Project RECOMMENDATION: 2.1 That the City Council adopt a resolution entitled: RESOLUTION NO, 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND TEMECULA GARDENS, L.P., DATED AS OF JULY 1, 1998, AND THAT CERTAIN GROUND LEASE BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND TEMECULA GARDENS, L.P., DATED AS OF JULY 1, 1998, FOR THE REDEVELOPMENT OF CERTAIN PROPERTY WITHIN REDEVELOPMENT PROJECT NO. I -- 1988 2.2 That the Redevelopment Agency adopt a resolution entitled: RESOLUTION NO. RDA 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED DISPOSITION AND DEVELOPMENT AGREEMENT AND THAT CERTAIN GROUND LEASE BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND TEMECULA GARDENS, L.P., EACH DATED AS OF JULY 1, 1998, FOR THE REDEVELOPMENT OF CERTAIN PROPERTY WITHIN REDEVELOPMENT PROJECT NO. 1--1988 Adoption of a Resolution Authorizing the Borrowing and Lending of Funds for the Purpose of Financing a Multi-Family Residential Rental Project RECOMMENDATION: 3.1 Adopt a resolution entitled: R:\Agenda\071498 13 RESOLUTION NO. RDA 98- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AUTHORIZING THE BORROWING AND LENDING OF FUNDS BY THE AGENCY FOR THE PURPOSE OF FINANCING THE ACQUISITION, REHABILITATION AND CONSTRUCTION OF A MULTI-FAMILY RESIDENTIAL RENTAL PROJECT, AND APPROVING RELATED DOCUMENTS AND ACTIONS RECESS CITY COUNCIL MEETING - Mayor Roberts AGENCY BUSINESS 4 Acquisition of a Note for Property located at 28545 Front Street (APN 922-036-031) for the Affordable Housing Program RECOMMENDATION: 4.1 Adopt a resolution entitled: RESOLUTION NO. RDA 98- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS FOR ACQUISITION OF A NOTE FOR CERTAIN REAL PROPERTY LOCATED AT 28545 FRONT STREET (APN 922-036-031) IN THE CITY OF TEMECULA EXECUTIVE DIRECTOR'S REPORT AGENCY MEMBERS' REPORTS ADJOURNMENT Next regular meeting: July 28, 1998, scheduled to follow the Community Services District Meeting, City Council Chambers, 43200 Business Park Drive, Temecula, California. R:\Agenda\071498 14 WINCHESTER HILLS FINANCING AUTHORITY Next in Order: Ordinance: No. WHFA 98-02 Resolution: No. WHFA 98-12 CALL TO ORDER: Chairperson Jeff Comerchero ROLL CALL: AUTHORITY MEMBERS: Ford, Lindemans, Roberts, Stone, Comerchero PUBLIC COMMENT: A total of 15 minutes is provided so members of the public may address the Winchester Hills Financing Authority on items that are not listed on the agenda or on the Consent Calendar. Speakers are limited to two (2) minutes each. If you desire to speak to the Agency on an item not listed on the agenda or on the Consent Calendar, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all other agenda items a "Request to Speak" form must be filed with the City Clerk before the Agency gets to that item. There is a five (5) minute time limit for individual speakers. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes of June 23, 1998. EXECUTIVE DIRECTOR'S REPORT AUTHORITY MEMBERS' REPORTS ADJOURNMENT Adjourn to the next regular meeting: July 28, 1998, scheduled to follow the Redevelopment Agency meeting, City Council Chambers, 43200 Business Park Drive, Temecula, California R:\Agenda\071498 15 RECONVENE TEMECULA CITY COUNCIL PUBLIC HEARINGS Any person may submit written comments to the City Council before a public hearing or may appear and be heard in support of or in opposition to the approval of the project(s) at the time of hearing. If you challenge any of the projects in court, you may be limited to raising only those issues you or someone else raised at the public hearing or in written correspondences delivered to the City Clerk at, or prior to, the public hearing. 19 Planning Application No. PA95-0130 (Development Agreement Amendment) RECOMMENDATION: 19.1 Adopt a resolution entitled: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADOPTING A NEGATIVE DECLARATION AND THE MITIGATION MONITORING PROGRAM FOR PLANNING APPLICATION NO. PA95-0130 19.2 Introduce and read by title only an ordinance entitled: ORDINANCE NO. 98- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN DEVELOPMENT AGREEMENT ENTITLED SECOND AMENDMENT TO DEVELOPMENT AGREEMENT NO. 90-1, WITH WESTSIDE BUSINESS CENTRE, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY 19.3 Adopt a resolution entitled: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED PARKLAND IMPROVEMENT AGREEMENT FOR THE MURRIETA CREEK 'PILOT PARK R:\Agenda\071498 16 20 Consideration of First Amendment to Development Agreement and Agreement for Reduction of Development Impact Fees for Paseo (Paloma) Del Sol Project RECOMMENDATION: 20.1 Introduce and read by title only an ordinance entitled: ORDINANCE NO. 98- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE FIRST AMENDMENT TO AMENDMENT AND RESTATEMENT OF DEVELOPMENT AGREEMENT, PASEO DEL SOL BETWEEN THE CITY OF TEMECULA AND CAL-PASEO DEL SOL, LLC, SPECIFIC PLAN 219 (PLANNING APPLICATION NO. PA95-0116) 20.2 Adopt a resolution entitled: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED PUBLIC FACILITIES DEVELOPMENT IMPACT FEE REDUCTION AGREEMENT BETWEEN THE CITY OF TEMECULA AND CAL- PASEO DEL SOL, LLC COUNCIL BUSINESS 21 Murrieta Creek Pilot Project, Diaz Road at Winchester Road - Plan Check and Map Fees RECOMMENDATION: 21.1 Approve waiver of Plan Check and Inspection Fees for development of the Murrieta Creek Pilot Park Project. 22 Consideration of adoption of two Resolutions of Necessity for the Acquisition in Eminent Domain of Property for Bridge Improvement and related Road Realignment and Improvement Purposes in connection with the Pala Road Bridge Improvement and Road Realignment Project (Federal Project Nos. BRLS - 54591003), BRRS - W950) RECOMMENDATION: 22.1 Consider Resolution No. 98- , and Resolution No. 98- , Resolutions of Necessity of the City of Temecula Declaring Certain Real Property Necessary of Public Purposes and Authorizing the Acquisition thereof in connection with the Pala Road Bridge Improvement and Road Realignment Project; R:\Agenda\071498 17 22.2 22.3 22.4 22.5 Open and conduct a hearing as to each proposed Resolution of Necessity, receive from staff the evidence stated and referred to in this report as to each proposed resolution, take testimony from any person wishing to be heard on issues A, B, C, D, below as they relate to each proposed acquisition, and consider all of the evidence to determine whether to adopt each proposed Resolution; If the City Council finds, based on the evidence contained and referred to in this report, the testimony received at the hearings, that the evidence warrants the necessary findings with respect to each proposed Resolution of Necessity, then the staff recommends that the City Council, in the exercise of its discretion, adopt proposed Resolution No. 98- and proposed Resolution No. 98- (each of which requires a separate, 4/5ths or unanimous vote of the entire Council for adoption) and authorize the commencement of eminent domain proceedings for acquisition of the subject property interests; RESOLUTION NO. 98- A RESOLUTION OF NECESSITY OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING CERTAIN REAL PROPERTY NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF IN CONNECTION WITH THE PALA ROAD BRIDGE AND ROAD REALIGNMENT IMPROVEMENT PROJECT (FEDERAL PROJECT NOS. BRLS-5459(003) AND BRRS-W950) RESOLUTION NO. 98- A RESOLUTION OF NECESSITY OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING CERTAIN REAL PROPERTY NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF IN CONNECTION WITH THE PALA ROAD BRIDGE AND ROAD REALIGNMENT IMPROVEMENT PROJECT (FEDERAL PROJECT NOS. BRLS-5459(003) AND BRRS-W950) As to each resolution, if approved, approve warrants, each warrant being payable to the Clerk of the Court, Riverside County in the amount of $295,000.00 for deposit in court to obtain an order for possession of the Pala Rainbow, LLC property interests, and in the amount of $11,200.00 for deposit in court to obtain an order for possession of the KCY Development property interests; Authorize the City Manager to execute all necessary documents. R:\Agenda\071498 18 23 Consideration of adoption of a Resolution of Necessity for the Acquisition in Eminent Domain of Property for Street Improvement, Road and Highway Purposes in connection with the Overland Drive Overcrossing Improvement Project RECOMMENDATION: 23.1 Consider adoption of proposed Resolution No. 98- , a Resolution of Necessity of the City of Temecula Declaring Certain Real Property Necessary for Public Purposes and Authorizing the Acquisition thereof in connection with the Overland Drive Overcrossing Project; 23.2 Open and conduct a hearing on the adoption of the proposed Resolution of Necessity, receive from staff the evidence stated and referred to in this report, take testimony from any person wishing to be heard on issues A, B, C and D below, and consider all of the evidence to determine whether to adopt the proposed Resolution, which requires a unanimous or 4/Sths vote; 23.3 If the City Council finds, based upon the evidence contained in and referred to in this report, the testimony and comments received in this hearing, that the evidence warrants the necessary findings with respect to the proposed Resolution of Necessity, then the staff recommends that the City Council, in the exercise of its discretion, adopt proposed Resolution No. 98- (which requires a 4/5ths vote of the entire Council) and the following authorize that an eminent domain proceeding be filed to acquire the subject property interests: RESOLUTION NO. 98 A RESOLUTION OF NECESSITY OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING CERTAIN REAL PROPERTY NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF IN CONNECTION WITH THE OVERLAND DRIVE OVERCROSSING IMPROVEMENT PROJECT 24 Traffic Signal Update RECOMMENDATION: 24.1 Oral Report presented by Public Works Director Kicak. CITY MANAGER'S REPORT CITY ATTORNEY'S REPORT ADJOURNMENT Next regular meeting: July 28, 1998, 7:00 PM, City Council Chambers, 43200 Business Park Drive, Temecula, California. R:\Agenda\071498 19 PROCLAMATIONS/ PRESENTATIONS ITEM 2 MINUTES OF AN ADJOURNED REGULAR MEETING OF THE TEMECULA CITY COUNCIL JUNE 11, 1998 An adjourned regular meeting of the Temecula City Council was called to order at 6:12 P.M. at the City Council Chambers, 43200 Business Park Drive, Temecula, California. Mayor Roberts presiding. ROLL CALL PRESENT: Councilmembers: Comerchero, Ford, Lindemans, Stone, and Roberts. ABSENT: Councilmember: None. (Councilman Ford arrived at 6:17 P.M.) PLEDGE OF ALLEGIANCE The audience was led in the Flag salute by Councilman Stone. CITY COUNCIL REPORTS A. Councilman Stone commented on the City's success of accomplishing specific goals during the trip to Sister City Nakayama, Japan. B. Appreciating that a majority of the Old Town improvements are being accomplished at night, Councilman Lindemans requested that additional street sweeping be provided to further eliminate construction dust. City Manager Bradley advised that street sweeping is a part of the contract but noted that those efforts may need to be increased. Public Works Director Kicak noted that staff would respond. C. Favorably commenting on the almost completed Old Town mural, Councilman Lindemans advised that Mr. Ed Dool, Temecula Shuttle, has suggested that the mural reflect the Indian history throughout the City of Temecula. Concurring with Mr. Dool's suggestion, Mayor Roberts noted that he will follow-up on his suggestion. Minutes~061198 Temecula City Council June 11, 1998 D. Mayor Roberts advised that he would follow-up on the trip to Nakayama, Japan, at the next regularly scheduled City Council meeting on Tuesday, June 16, 1998. E. Mayor Roberts advised that he had met with several School Board representatives to discuss the Sister School Program, noting that the temporary hold on the program has been withdrawn. At 6:19 P.M., the City Council convened as the Temecula Community Services District, the Temecula Redevelopment Agency, and the Winchester Hills Financing Authority. During which time, the following joint item was discussed with the Redevelopment Agency: The Award of Construction Contract for Old Town Streetscape Project - Project No. PW97-05. At 6:44 P.M., the City Council resumed with regularly scheduled City Council business. COUNCIL BUSINESS 1. Review of the Proposed FY 1999-03 Capital Improvement Program 1.1 Review and discuss the proposed FY 1999-03 Capital Improvement Program (CIP) providing direction to staff as appropriate. By way of overheads, City Manager Bradley presented an overview of the five-year Capital Improvement Budget, reviewing the purpose of a five-year budget, commenting on the budget process, depicting the various funding sources to cover the proposed budget, and noting that staff is vigorously working on obtaining every possible State/Federal grant, County contribution, etc. Mr. Bradley's overview as well included information with regard to projects completed, projects under construction, and projects in the acquisition or design stage. As per overheads, Finance Director Roberts continued with an overview of the Budget with particular emphasis on the various funding sources, noting that the project cost of the Capital Improvement Program exceeds $220 million for the five years of which approximately $100 million are identified as unfunded. Ms. Roberts briefly reviewed those projects which has been funded as well as revenues versus costs for all projects. Providing more detailed information with regard to the added Circulation Projects of the Capital Improvement Program for the five-year time frame, Public Works Director Kicak as well commented on projects currently under construction, noting that all efforts are being undertaken to ensure that the Overland Overcrossing will be completed as close as possible in conjunction with the opening of the Mall. In closing, Mr. Kicak briefly reviewed the Public Traffic and Safety Commission's input with regard to several of the upcoming projects. Minutes~361198 Temecula City Council June 11, 1998 Councilman Stone recommended that additional efforts be undertaken with County staff to expedite the missing link project. With regard to the upcoming interchange improvements, Councilman Comerchero requested that staff relay to the County the City's desire to complete all associated work as quickly as possible and all at once, thereby, eliminating the need to inconvenience the residents on more than one occasion. Acting Deputy Community Services Director Parker provided information with regard to the infrastructure and other projects proposed in the five-year Capital Improvement Program, clarifying that the second floor of the existing Maintenance Facility will be built out but that no additional structures will be added and noting that staff is pursuing all available avenues to fund the Library. In order to properly fund the Library, Councilman Linderoans suggested that the passage of a Bond Measure be placed on the November ballot. Although deadlines have been surpassed to place a Measure on the ballot, City Manager Bradley advised that Mr. Lindemans suggestion could be researched for March 1 999. In response to Councilman Stone's concern, City Manager Bradley stated that staff continues to follow-up on the County's analysis of the impact as a result of the City of Murrieta's withdrawal from the County Library System. Housing and Redevelopment Manager Meyer provided information with regard to upcoming projects in Old Town and briefly commented on the Mission Village Redevelopment Project. Responding to concerns expressed at a previous City Council meeting with regard to development activity for primarily commercial and industrial projects, Community Development Director Thornhill, by way of overheads, commented on the substantial increase in activity. Relaying the Planning Commission's input with regard to the Capital Improvement Program, Mr. Thornhill stated that the Commission viewed all Priority I projects are important but that the missing link portion from Interstate 15 to Avenida De Missions should be viewed as the highest priority within the Priority I category. Mayor Pro Tern Ford requested that staff track those companies which are expanding and relocating and, thereby, creating a vacancy. Minutes~061198 3 Temecula City Council June 11, 1998 For Councilman Lindemans, City Manager Bradley confirmed that the proposed balanced budget will continue to include a 30% reserve. Advising that although the design and construction of a new City Hall facility is an unfunded project, City Manager Bradley noted that in light of this growing City, it is a project staff will continue to review. Councilman Stone suggested that the City establish a depreciation account for the existing City Hall facility. In closing, City Manager Bradley commended and thanked Finance Director Roberts, Assistant Finance Director McDermott, Senior Accountant Pattison, Accountant Diaz, and Administrative Secretary Norton on their efforts associated with the completion of the Capital Improvement Program. At 7:43 P.M., a short recess was taken. The meeting was reconvened at 7:57 P.M. At this time, Mayor Roberts welcomed public comments with regard to the Capital Improvement Program. With regard to the proposed extension project of Avenida de Missions across Temecula Creek to Loma Linda Avenue and widening of Loma Linda Avenue, including bridge construction over Temecula Creek, the following residents relayed their objection to this project: Ms. Leslie Carrillo Mr. C. Hankley Ms. Kristine Brandenburg Ms. Janet Dixon Ms. Lisa Fisher Ms. Christina Hill Mr. Jack Lucas Mr. Carlos Anneola 44853 Corte Sierra 31745 Via Cordoba 31676 Loma Linda Road 31860 Via Cordoba 31682 Loma Linda Road 31950 Via Cordoba 44871 Corte Sierra 44883 Corte Sierra Issues of concern raised by the above-mentioned individuals included the following: that the proposed project would be too close to previously existing developments; that it would create additional safety and parking concerns for the surrounding neighborhood; that it would create additional traffic on Via Cordoba; that it would disrupt existing wildlife; that it would not solve existing traffic concerns. Ms. Carrillo voiced no objection to the Pala Road and SR79 improvements and suggested the extension of Temecula Lane to SR79 as a possible alternative. Minutes~361198 4 Temecula City Council June 11, 1998 Although it appears to be a short-term resolution, Ms. Dixon requested the presence of additional police officers in order to control the existing speeding problem in the neighborhood. Commenting on the need to provide additional access between SR79 and Pain Road, Public Works Director Kicak briefly reviewed the proposal, noting that it would be the favorable connection. Appreciating the residents' concerns, Councilman Stone relayed his willingness to explore alternative solutions. Viewing the proposed project as unacceptable, Councilman Lindemarts suggested that this item be removed from the Capital Improvement Program. Concurring with Councilman Lindemans' suggestion to remove the item from the Program, Mayor Pro Tem Ford noted that if the item were to stay on the General Plan Circulation Element, it would require inclusion in the Capital Improvement Project Plan. Mr. Ford suggested that the highlighted drawing on page 38 of the Capital Improvement Program document be removed, thereby, broadening the scope of location. Understanding the residents' concerns, Mayor Roberts concurred with the suggestion made by Mayor Pro Tem Ford. As per the Planning Commission's recommendation, the City Council concurred and upgraded the Margarita Road Improvement - Pauba Road to Highway 79 South Project to a Priority I versus Priority III. MOTION: Councilman Lindemans moved to upgrade the Margarita Road Improvement - Pauba Road to Highway 79 South Project to Priority I. The motion was seconded by Councilman Comerchero and voice vote reflected unanimous approval. In order to properly fund a future Law Enforcement facility within the City, Mayor Pro Tern Ford suggested the utilization of grant writers. Although being of the opinion that City staff is fully capable of completing this task, City Manager Bradley noted that the use of grant writers could be explored. Police Captain LaBahn informed the Council that the Sheriff's Department has a three- person grant writing team which is very successful and noted that he could apprise this team of the Council's desire to obtain additional funding for such a facility. In light of the two City Council workshops held earlier this year, Councilman Stone commented on the ease with completing this document as a result of these workshops and commended the City Council on a job well done. MOTION: Councilman Stone moved to adopt the proposed Capital Improvement Program Minutes~61198 5 Temecula City Council June 11, 1998 with the following modifications: page 39 - Avertida de Missions - southerly extension should be designated as an unspecified funding source and unspecified location; page 67 - Margarita Road Improvement - Pauba Road to Highway 79 South - should be upgraded to a Priority I and the design phase should be accelerated to next year. The motion was seconded by Councilman Lindemans and voice vote reflected unanimous approval. CITY MANAGER'S REPORT No comments. CITY ATTORNEY'S REPORT No comments. ADJOURNMENT At 8:37 P.M., Mayor Roberts formally adjourned the City Council meeting to Tuesday, June 16, 1998, at 7:00 P.M. ATTEST: Ron Roberts, Mayor Susan W. Jones, CMC City Clerk Minutes'~)61198 6 MINUTES OF A REGULAR MEETING OF THE TEMECULA CITY COUNCIL JUNE 16, 1998 CLOSED SESSION A meeting of the City of Temecula City Council was called to order at 5:30 P.M. It was duly moved and seconded to adjourn to Closed Session, pursuant to Government Code Sections: 1. Conference with real property negotiator pursuant to Government Code Section 54956.8 concerning the acquisition of real property located at 28677 Front Street (APN 922-045-017), 42051 Main Street (APN 922-036-020), and 28640 Pujol Street (APN 922-053-020). The negotiation parties are the City of Temecula/Redevelopment Agency of the City of Temecula and Cadeus Properties, Lorraine Clark, and Mark Lawer. Under negotiation are the price and terms of payment of the real property interests proposed to be acquired. 2. Conference with real property negotiator pursuant to Government Code Section 54956.8 concerning the acquisition of real property located at a portion of Palm Plaza Shopping Center located at southwest corner of Winchester Road and Ynez Road (APN 910-300-001,005, 006, 007, 008, 010, and 011). The negotiating parties are the City of Temecula and interests in KR Palm Plaza Partnership. Under negotiation are the price and terms of payment of the real property interests proposed to be acquired. 3. Conference with real property negotiator pursuant to Government Code Section 54956.8 concerning the acquisition of real property located near Ynez Road and extension of Overland Overpass (a portion of APN 921-680-010-3 and 921-090-054-0). The negotiating parties are the City of Temecula and interests in Eli Lilly and Company. Under negotiation are the price and terms of payment of the real property interests proposed to be acquired. 4. Conference with real property negotiator pursuant to Government Code Section 54956.8 concerning the acquisition of real property located on Pala Road southerly of Highway 79 South at Pala Road Bridge (APN 950-110-022, 025, 026, and 032). The negotiating parties are the City of Temecula and portions of Pala Rainbow LLC, and KCY Development, Inc. Under negotiation are the price and terms of payment of the real property interests proposed to be acquired. 5. Conference with real property negotiator pursuant to Government Code Section 54956.8 concerning the acquisition of real property located near Ynez Road and extension of Overland Overpass Solana Way (APN 921-0720-014). The negotiating parties are the City of Temecula and a portion of Advanced Cardio Vascular System/Guidant. Under negotiation are the price and terms of payment of the real property interests proposed to be acquired. Minutes\061698 Temecula City Council June 16, 1998 ROLL CALL PRESENT: Councilmembers: Comerchero, Ford, Lindemans, Stone, and Roberts. ABSENT: Councilmember: None. PRELUDE MUSIC The prelude and intermission music was provided Jordan Bellino. INVOCATION The invocation was given by Reverend James Egea, Church of Religious Science of Temecula Valley. PLEDGE OF ALLEGIANCE The audience was led in the Flag salute by Councilman Stone. PRESENTATIONS/PROCLAMATIONS Presentation by Frank Peairs of Riverside County Flood Control and Water Conservation regarding Murrieta Creek By way of slides, Mr. Peairs reviewed, in detail, on-going Creek maintenance as well short- and long-term strategies for Murrieta Creek, noting the following: clearing of vegetation on a yearly basis authority to permit the ability to complete heavier maintenance and sediment removal Ultimate Flood Control Project in the process Corps Feasibility Study ($2.2 million -- 50% cost share - City's portion to be funded through Flood Control Funds) Study to be completed by February 2000 Councilman Lindemans requested a breakdown of costs associated with the Corps Feasibility Study. Mayor Pro Tem Ford further addressed the Study and efforts undertaken to ensure that it will be completed in a timely fashion to ensure timely submittal and commented on the proposed maintenance program for the Creek, noting that the Creek should be mowed twice a year versus once a year. Minutes~)61698 Temecula City Council June 16, 1998 In response to Mayor Pro Tem Ford, Councilman Stone relayed his support with mowing the Creek twice a year versus once. Amateur Radio Week Mr. Harm Wyma accepted the proclamation and invited the Councilmembers and public to Field Day at Bel Vineyard on Saturday and Sunday, June 20 and 21, 1998, at which demonstrations will be given to apprise the public of how amateur radio operators could aid in the time of an emergency. Certificate of Appreciation for Linda Fahey, former Chairwoman of the Planning Commission The Certificate of Appreciation was accepted by Ms. Fahey with Community Development Director Thornhill commending Ms. Fahey on a job well done. POP Team PresentationNideo Presentation Police Sergeant Mitch Aim introduced the POP Team to the City Council; commented on the creation and purpose of the program; and presented a short video presentation which further elaborated on the successes of this Team such as the Crime Free Multi-Housing. PUBLIC COMMENTS Mr. Bob Lopshire, 40244 Atmore Court, relayed his objection to the construction of the area between Meadowview and Portofino and extension of North General Kearney Road; stated that this particular area should be viewed as the Meadowview Common Area; and presented a petition of objection with regard to this issue, noting the following: outdated Environmental Assessment - a new Assessment should be completed outdated AQMD no study on record with U.S. Army Corps of Engineers destruction of habitat existing horse and bike trails would be lost reduce quality of life CITY COUNCIL REPORTS Commenting on the recent trip to the City's Sister City (Nakayama, Japan), Councilman Stone relayed appreciation to the Japanese hosts for their gracious treatment and thanked Mr. Stew Morris and his wife, Pat, for their input with regard to history, culture, and very beneficial language translation. Minutes\061698 3 Temecula City Council June 16, 1998 Advising that the primary purpose for this trip to Nakayama, Japan, was to clarify that the School District's temporary hold on the Sister School Program had absolutely no impact on the Sister City Program between the cities, Mayor noted that in Nakayama, the School District is run by the City. Mr. Roberts shared with the audience gifts which were given to the City by Nakayama officials. Having attended a recent Open House for the east side Reservoir Project, Councilman Comerchero shared his amazement with the magnitude of this project; recommended that the traffic impact on the City as a result of this project should be considered during the upcoming Circulation Element revision of the General Plan; advised that this project should be completed by year 2004; and noted that initially it is being proposed that no body contact will be permitted on the reservoir but that a smaller lake would be provided for recreational amenities and that a golf course is also being proposed. Councilman Comerchero advised that Councilman Lindemarts and he had attended the first Cultural Arts Master Plan Committee meeting this afternoon, noting that the project is proceeding and that the final Plan should be completed by November 1998. Having attended several POP Team presentations for multi-housing projects, Mayor Pro Tem Ford commended the Team's efforts as well as those of the apartment managers. CONSENT CALENDAR 1. Standard Ordinance Adoption Procedure 1.1 Motion to waive the reading of the text of all ordinances and resolutions included in the agenda. 2. Resolution Approving List of Demands 2.1 Adopt a resolution entitled: RESOLUTION NO. 98-46 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A 3. City Treasurer's Report as of April 30, 1998 3.1 Receive and file the City Treasurer's Report as of April 30, 1998. Minutes\061698 4 Temecula City Council June 16, 1998 4. Purchase Orders for Plan Review Services 4.1 Approve the issuance of purchase orders for the performance of plan review services totaling $80,000.00 to Esgil Corporation and VanDorpe Chou and Associates. Appointment of Ad Hoc Subcommittee to Gather Information on School Impact Mitigation Fees 5.1 Appoint Mayor Roberts and Councilmember Stone to a temporary ad hoc subcommittee of the City Council to gather information on School Impact Mitigation Fees and report back to the Council within sixty (60) days on the information received. (Councilman Lindemans abstained with regard to this issue.) Tract Map No. 23371-14 Ilocated east of Temeku Drive north of Royal Birkdale Drive) 6.1 Approve Tract Map No. 23371-14 in conformance with the Conditions of Approval; 6.2 Approve the Subdivision Improvement Agreement; 6.3 Approve the Subdivision Monument Agreement and accept the Faithful Performance Bond, Labor and Material Bond and Monument Bond as security for the agreements. Accept Public Improvements in Parcel Map No. 28471-1 (located southwesterly of the Intersection of Winchester Road and Zevo Drive) 7.1 Accept the public street, water and sewer improvements, and subdivision monumentation; 7.2 Authorize initiation of the one-year warranty period, release of the cash deposits for the faithful performance portion of the combined Faithful Performance and Labor and Materials security and for the monumentation security; 7.3 Direct the City Clerk to so notify the Developer and Surety. Minutes\061698 5 Temecula City Council June 16, 1998 Amendment No. 2 to the Agreement for Professional Services with Albert A. Webb Associates for the Pavement Management System - Project No. PW96-15 8.1 Approve Amendment No. 2 to the Professional Services Agreement between the City of Temecula and Albert A. Webb Associates for the Pavement Management System - Project No. PW96-15; 8.2 Authorize the Mayor to execute Amendment No. 2 to the Consultant on behalf of the City in substantially the form attached to the Agenda Report. (This Item was pulled and separately discussed; see page 7.! 9. Professional Services Agreement for Traffic Data Collection 9.1 Approve a Professional Services Agreement with Counts Unlimited, Inc. in the amount of $12,857.00 to collect traffic data for the Circulation Element of the General Plan update and authorize the Mayor to execute the contract; 9.2 Authorize the City Manager to approve change orders not to exceed the contingency amount of $1,285.70 which is equal to 10% of the contract amount. 10. Award of Construction Contract for Installation of Flashing Beacons at Various Locations - Project No. PW96-18 10.1 Award a construction contract for installation of the Flashing Beacons at various locations to Macadee Electrical Construction in the amount of $81,115.00 and authorize the Mayor to execute the contract; 10.2 Authorize the City Manager to approve change orders not to exceed the contingency amount of $8,111.50 which is equal to 10% of the contract amount. 11. Renewal of Annual Street Striping Contract for FY98-99 - Project No. PW97-28 11.1 Extend the Street Striping Contract with Pacific Striping, Inc. of Whittier for Fiscal Year 1998-99 for a period of one (1) year beginning June 16, 1998, and ending June 16, 1999, in an amount not to exceed $95,966.00. Minutes\061698 6 Temecula City Council June 16, 1998 12. Award of Contract Public Works Department Maintenance Work Order 97-98-01 - Citywide Right-Of-Way Tree Trimming 12.1 Award a contract for Public Works Department Maintenance Work Order No. 97-98-01 to Golden Bear Arborist, Inc. in the amount of $16,988.25 and authorize the Mayor to execute the contract; 12.2 Authorize the City Manager to approve change orders not to exceed the contingency amount of $1,698.83 which is equal to 10% of the contract amount. 13. Purchase of MapObjects Internet Map Server (IMS) Software for the City's Geographic Information System (GIS) 13.1 Authorize the purchase of additional software for the City's GIS in the amount of $20,310. 14. Second Reading of Ordinance No. 98-10 14.1 Adopt an ordinance entitled: ORDINANCE NO. 98-10 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADOPTING CHAPTER 17.28 OF THE DEVELOPMENT CODE, A COMPREHENSIVE REGULATORY SCHEME FOR SIGNS AND OTHER ADVERTISING DEVICES, AND MAKING RELATED CHANGES TO THE DEVELOPMENT CODE MOTION: Councilman Stone moved to approve Consent Calendar Item Nos. 1 - 7 and 9 - 14 (Item No, 8 was pulled for separate discussion). The motion was seconded by Councilman Lindemans and voice vote reflected unanimous approval with Councilman Lindemans abstaining with regard to Consent Calendar Item No. 5. Consent Calendar Item No. 8 discussed at this time. Amendment No. 2 to the Agreement for Professional Services with Albert A. Webb Associates for the Pavement Management System - Project No. PW96-15 8.1 Approve Amendment No. 2 to the Professional Services Agreement between the City of Temecula and Albert A. Webb Associates for the Pavement Management System - Project No. PW96-15; Minutes\061698 7 Temecula City Council June '16, '1998 8.2 Authorize the Mayor to execute Amendment No. 2 to the Consultant on behalf of the City in substantially the form attached to the Agenda Report. Public Works Director Kicak presented the staff report (of record), clarifying that the 119 day time extension only pertains to the area south of Winchester Road to Rancho California Road, noting that it will not impact the time schedule for the Overland Overcrossing. MOTION: Mayor Pro Tem Ford moved to approve Consent Calendar Item No. 8. The motion was seconded by Councilman Lindemans and voice vote reflected unanimous approval. After a short recess, at 8:25 P.M., the City Council convened as the Temecula Community Services District, the Temecula Redevelopment Agency, and the Winchester Hills Financing Authority. During which time, the following joint item was discussed with the Redevelopment Agency: Old Town Streetscape Construction Period Incentives and Old Town Billboard Lease. At 8:40 P.M., the City Council resumed with regularly scheduled City Council business. COUNCIL BUSINESS 15. Consideration of adoption of two Resolutions of Necessity for the Acquisition in Eminent Domain of Property for Street Improvement and Road Widening purposes in connection with the Margarita Road and Overland Drive Improvement Projects 15.1 Consider Resolution No. 98-48, a Resolution of Necessity of the City of Temecula declaring certain property necessary for public purposes and authorizing the acquisition thereof in connection with Margarita Road Improvement Project; 15.2 Open and conduct a hearing on the adoption of the proposed Resolution of Necessity, receive from staff the evidence stated and referred to in this report, take testimony from any person wishing to be heard on issues A, B, C, and D below, and consider all the evidence to determine whether to adopt the proposed Resolution, which requires a unanimous or 4/5ths vote; 15.3 If the City Council finds, based upon the evidence contained in and referred to in this report, the testimony and comments received in this hearing, that the evidence warrants the necessary findings with respect to the proposed Resolution of Necessity, then the staff recommends that the City Council, in the exercise of its discretion, adopt proposed Resolution No. 98-48 (which requires a 4/5ths vote of the entire Council) and the following authorize that eminent domain proceeding be filed to acquire the subject property interests: Minutes\061698 8 Temecula City Council June 16, 1998 15.4 15.5 15.6 15.7 RESOLUTION NO. 98-48 A RESOLUTION OF NECESSITY OF THE CITY OF TEMECULA DECLARING CERTAIN REAL PROPERTY NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF, IN CONNECTION WITH THE MARGARITA ROAD IMPROVEMENT PROJECT Consider adoption of proposed Resolution No. 98-49, a Resolution of Necessity of the City of Temecula declaring certain real property necessary for public purposes and authorizing the acquisition thereof in connection with the Overland Drive Improvement Project; Open and conduct a hearing on the adoption of the proposed Resolution of Necessity, receive from staff the evidence stated and referred to in this report, take testimony from any person wishing to be heard on issues A, B, C, and D below, and consider all the evidence to determine whether to adopt the proposed Resolution, which requires a unanimous or 4/5ths vote; If the City Council finds, based upon the evidence contained in and referred to in this report, the testimony and comments received in this hearing, that the evidence warrants the necessary findings with respect to the proposed Resolution of Necessity, then the staff recommends that the City Council, in the exercise of its discretion, adopt proposed Resolution No. 98-49 (which requires a 4/5ths vote of the entire Council) and the following authorize that an eminent domain proceeding be filed to acquire the subject property interests: RESOLUTION NO. 98-49 A RESOLUTION OF NECESSITY OF THE CITY OF TEMECULA DECLARING CERTAIN REAL PROPERTY NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF, IN CONNECTION WITH THE OVERLAND DRIVE IMPROVEMENT PROJECT If the resolutions are approved, approve a warrant payable to Arthur Sims, Executive Officer, Superior Court of the State of California for either the County of Riverside, for the deposits required to be made with the Court to obtain an Order of possession in the amount of $96,550.00 (Eli Lilly & Co.) or payable directly to Eli Lilly & Co. in the event a stipulation for immediate possession is entered into between the parties; Minutes\061698 9 Temecula Citv Council June 16, 1998 15.8 Authorize the City Manager to execute all necessary documents. City Attorney Thorson reviewed the detailed staff report (of record), clarifying that any discussion/action required this evening will only pertain to the findings, not to money or offer made. Mr. Thorson advised that the property owner may speak with regard to this issue. At this time, Mayor Roberts offered the property owner the opportunity to address the Council. The property owner was not in attendance of the meeting. MOTION: Councilman Stone moved to approve 15.1, 15.2, and 15.3, including the adoption of Resolution No. 98-48. The motion was seconded by Councilman Comerchero. (Voice vote vote reflected unanimous approval; see below,) For Councilman Comerchero, City Attorney Thorson reiterated that the Coun¢il's action is not a hostile attempt to obtain the property; that Eli Lilly & Co. has deemed it in their best interest for the City to proceed in this manner and, therefore, are not adverse to this action and are aware of this evening's meeting. At this time, voice vote of the previously made motion reflected unanimous approval. MOTION: Councilman Stone moved to approve 15.4, 15.5, 15.6, 15.7, and 1 5.8, including the adoption of Resolution No. 98-49. The motion was seconded by Councilman Comerchero and voice vote reflected unanimous approval. 16. Planning Commission Appointments 16.1 Appoint two applicants to serve a full three-year term on the Planning Commission and one applicant to serve an unexpired term which will expire June 4, 1999. Having served on the Council Subcommittee with Councilman Comerchero, Mayor Roberts reviewed the interview and selection process and highlighted the Subcommittee's recommendation. Relaying Mr. Naggar's continual willingness to serve the City, Councilman Lindemans recommended the appointment of Mr. Mike Naggar to the Planning Commission. Viewing Mr. Darrell Connerton and Mrs. Maryann Edwards as just a few of the other very qualified individuals, Councilman Stone commented on these individuals' experience as well as their willingness to serve the City; concurred with Councilman Linderoans' suggestion to appoint Mr. Naggar; and commented on the benefits derived by appointing individuals with different professional backgrounds to create a well-rounded Planning Commission. Minutes\061698 10 Temecula City Council June 16, 1998 MOTION: Councilman Lindemans moved to appoint Mr. Mike Naggar to serve a full three-year term. The motion was seconded by Councilman Stone. (Voice vote reflected unanimous approval; see below.) In light of Mr. Dennis Chiniaeff's work involvement with the Pechanga Entertainment Center, Mayor Pro Tem Ford expressed a concern of a potential conflict of interest which would require an abstention and, thereby, would result in the Commission's loss of his expertise. Mr. Ford suggested to appoint Mr. Andy Webster and Mr. Mike Naggar to the full three-year term. In light of the potential conflicts with Mr. Rich Soltysiak because of his involvement with regional transportation issues, Mr. Ford suggested to appoint Mr. Rich Soltysiak to fill the unexpired term ending June 4, 1999. At this time, voice vote on the previously made motion reflected unanimous approval. MOTION: Councilman Lindemans moved to appoint Mr. Rich Soltysiak to fill the unexpired term ending June 4, 1999. The motion was seconded by Councilman Comerchero and voice vote reflected unanimous approval. MOTION: Mayor Pro Tern Ford moved to appoint Mr. Andy Webster to fill a full three-year term. The motion was seconded by Mayor Roberts and voice vote reflected unanimous approval. Mayor Roberts thanked all the individuals who had applied for an appointment and encouraged each one to reapply at a future time. Councilman Comerchero recommended that in the future, all Commission appointments should be subject to an interview process. 17 Implementation of Special Tax - Measure C 17.1 Adopt a resolution entitled: RESOLUTION NO. 98-50 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLISHING THE AMOUNT OF THE SPECIAL TAX LEVY FOR FISCAL YEAR 1998-99 TO PROVIDE FOR RECREATION AND COMMUNITY SERVICES PROGRAMS AND THE OPERATION, MAINTENANCE AND SERVICING OF PUBLIC PARKS AND RECREATIONAL FACILITIES, MEDIAN LANDSCAPING, AND ARTERIAL STREET LIGHTS AND TRAFFIC SIGNALS Acting Director of Community Services Parker presented the staff report (of record). Minutes\061698 11 Temecula City Council June 16, 1998 Addressing the success of Measure C, echoed by Councilman Comerchero, Councilman Stone briefly commented on the net decrease in taxes for this year. MOTION: Councilman Stone moved to adopt Resolution No. 98-50. The motion was seconded by Councilman Comerchero and voice vote reflected unanimous approval. 18. Traffic Signal Update 18.1 Oral Report presented by Public Works Director Kicak. Providing a brief update, Public Works Director Kicak advised that the signal should be operational by the end of June. CITY MANAGER'S REPORT No comments, CITY ATTORNEY'S REPORT City Attorney Thorson made the following comments with regard to Closed Session Items: Item No. 1 City Council gave direction to staff on negotiation but no action reportable, under the Brown Act, was taken; Item Nos. 2 and 4 City Council set just compensation and directed staff to prepare an offer for acquisition of those properties; Item Nos. 3 and 5 City Council gave staff direction with respect to negotiations. With regard to a public comment issue by Mrs. Kearns at the last City Council meeting, Chief Building Official Elmo advised that after review of her complaint, he discovered that Mrs. Kearns was issued a Notice of Violation which is a warning and a precursor to a citation; that there was no action on staff's part to single out Mrs. Kearns' business; and that staff has been involved with this particular business four times since February 1998. With regard to Mrs. Boysen's complaint, Public Works Director Kicak noted the following: that Mrs. Boysen's fence line considerably encroaches the property to the south; that Mrs. Boysen's existing pilasters are located in the public right-of-way and will have to be removed if the street were to be widened; that on two occasions the drainage channel had been cleared of debris; that the Magnolia tree which was inadvertently removed by the subcontractor was actually located in the public right-of-way and not on Mrs. Boysen's property; that the developer has offered to replace the magnolia tree with an even larger tree; Minutes\061698 12 Ternecula Cit~ Council June 16, 1998 that the paving of Margarita Road was rescheduled on a Saturday morning in order to accommodate a wedding and associated parking which was hosted at Mrs. Boysen's business. ADJOURNMENT At 9:34 P.M., Mayor Roberts formally adjourned the City Council meeting to Tuesday, June 23, 1998, at 7:00 P.M. Ron Roberts, Mayor ATTEST: Susan W. Jones, CMC City Clerk [SEAL] Minutes\061698 13 ITEM 3 RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. That the following claims and demands as set forth in Exhibit A, on file in the Office of the City Clerk, have been audited by the City Manager, and that the same are hereby allowed in the amount of $5,411,538.17. Section 2. The City Clerk shall certify the adoption of this resolution. APPROVED AND ADOPTED, this 14th day of July, 1998. ATTEST: Ron Roberts, Mayor Susan W. Jones, CMC City Clerk [SEAL] Resos 98- I STATE OF CALIFORNIA) COUNTY OF RIVERSIDE) ss CITY OF TEMECULA ) I, Susan W. Jones, City Clerk of the City of Temecula, hereby do certify that the foregoing Resolution No. 98- was duly adopted at a regular meeting of the City Council of the City of Temecula on the 14th day of July, 1998 by the following roll call vote: AYES: 0 COUNCILMEMBERS: None NOES: 0 C OUNCILMEMBERS: None ABSENT: 0 C OUNCILMEMBERS: None Susan W. Jones, CMC City Clerk Resos 98- 2 CITY OF TEMECULA · LIST OF DEMANDS 06/18/98 TOTAL CHECK RUN: 06/25/98 TOTAL CHECK RUN: 06/26/98 TOTAL CHECK RUN: 06/30/98 TOTAL CHECK RUN: 07/14/98 TOTAL CHECK RUN: 06/25/98 TOTAL PAYROLL RUN: TOTAL LIST OF DEMANDS FOR 07/14/98 COUNCIL MEETING: DISBURSEMENTS BY FUND: CHECKS: 001 12o 165 190 191 192 193 194 195 210 280 300 320 330 340 GENERAL FUND DEVELOPMENT IMPACT FUND RDA DEV-LOW/MOD SET ASIDE COMMUNITY SERVICES DISTRICT TCSD SERVICE LEVEL A TCSD SERVICE LEVEL B TCSD SERVICE LEVEL C TCSD SERVICE LEVEL D TCSD SERVICE LEVEL R CAPITAL IMPROVEMENT PROJ. FUND REDEVELOPMENT AGENCY-ClP INSURANCE FUND INFORMATION SYSTEMS SUPPORT SERVICES FACILITIES PAYROLL: 001 GENERAL 165 RDA-LOW/MOD 190 TCSD 191 TCSD SERVICE LEVEL A 192 TCSD SERVICE LEVEL B 193 TCSD SERVICE LEVEL C 194 TCSD SERVICE LEVEL D 2~0 R DA-CI P 300 INSURANCE 320 INFORMATION SYSTEMS 330 SUPPORT SERVICES 340 FACILITIES PREPARED TAW E STO N, ~/~TuANL BYGF~ED~ IALI ST GEN DIRECTOR OF FINANCE RONALD E. BRADLEY, CI~ MANAGE'~' $ 284,961.23 662,082.06 52,428.58 1,393,786.26 2,857,337.50 160,942.54 $ 5,411,538.17 2,248,860.73 12,066.00 66,705.50 109,976.01 8,793.33 131.73 31,401.19 1,033,723.30 3,220.00 1,453,509.52 216,133.61 22,782.16 29,757.06 2,952.07 10,583.42 $ 5,250,595.63 109,571.64 3,037.21 33,903.06 70.16 181.08 2,257.65 1,084.45 3,194.45 308.61 3,024.60 884.55 3,425.08 160,942.54 $ 5,411,538.17 , HEREBY CERTIFY THAT THE FOLLOWING IS TRUE AND CORRECT. , HEREBY CERTIFY THAT THE FOLLOWING IS TRUE AND CORRECT. VOUCHRE2 06/17/98 16:02 CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE 11 FUND TITLE 001 GENERAL FUND 120 DEVELOPMENT IMPACT FUND 165 RDA DEV- LOW/MOD SET ASIDE 190 COMMUNITY SERVICES DISTRICT 191 TCSD SERVICE LEVEL A 192 TCSD SERVICE LEVEL B 193 TCSD SERVICE LEVEL C 194 TCSD SERVICE LEVEL D 195 TCSD SERVICE LEVEL R 210 CAPITAL IMPROVEMENT PROJ FUND 280 REDEVELOPMENT AGENCY - CIP 300 INSURANCE FUND 320 INFORMATION SYSTEMS 330 SUPPORT SERVICES 340 FACILITIES AMOUNT 175,081.21 12,066.00 4,045.95 41,852.55 6,942.47 65.41 3,077.55 393.28 950.00 6~519.77 9,165.59 10~703.54 9,262.29 1~021.55 3,814.07 TOTAL 284,961.23 VOUCHRE2 CITY OF TEMECULA 06/17/98 16:02 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT NUMBER DATE NUMBER NAME DESCRIPTION NUMBER ITEM AMOUNT CHECK AMOUNT 49902 06/11/98 SO CAL STMA SPTS TURF NGHT:O6/26/98:STAFF 190-180-999-5261 60.00 60.00 49903 06/11/98 002695 J A S PACIFIC CONSULTIN INSPECTION SVS:4/1-4/30:JC PM 001-162-999-5250 9,502.39 9,502.39 49904 06/12/98 002701 DIVERSIFIED RISK MAY SPECIAL EVENT INSURANCE 300-2180 261.54 261.54 49905 06/16/98 000919 TEMECULA VALLEY UNIFIED FACILITY-ANNEX MTG 6/20 & 25 001-100-999-5234 360.00 360.00 49906 06/16/98 000919 TEMECULA VALLEY UNIFIED FACILITY-ANNEX MTG 6/18 & 27 001-100-999-5234 254.00 254.00 154629 06/17/98 000283 INSTATAX (IRS) 000283 FEDERAL 001-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 FEDERAL 165-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 FEDERAL 190-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 FEDERAL 191-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 FEDERAL 192-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 FEDERAL 193-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 FEDERAL 194-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 FEDERAL 280-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 FEDERAL 300-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 FEDERAL 320-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 FEDERAL 330-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 FEDERAL 340-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 MEDICARE 001-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 MEDICARE 165-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 MEDICARE 190-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 MEDICARE 191-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 MEDICARE 192-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 MEDICARE 193-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 MEDICARE 194-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 MEDICARE 280-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 MEDICARE 300-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 MEDICARE 320-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 MEDICARE 330-2070 154629 06/17/98 000283 INSTATAX (IRS) 000283 MEDICARE 340-2070 155726 06/17/98 000444 INSTATAX (EDD) 000444 SDI 001-2070 155726 06/17/98 000444 INSTATAX (EDD) 000444 SDI 165-2070 155726 06/17/98 000444 INSTATAX (EDD) 000444 SDI 190-2070 155726 06/17/98 000444 INSTATAX (EDD) 000444 SDI 280-2070 155726 06/17/98 000444 INSTATAX (EDD) 000444 SDI 340-2070 155726 06/17/98 000444 INSTATAX (EDD) 000444 STATE 001-2070 155726 06/17/98 000444 INSTATAX (EDD) 000444 STATE 165-2070 155726 06/17/98 000444 INSTATAX (EDD) 000444 STATE 190-2070 155726 06/17/98 000444 INSTATAX (EDD) 000444 STATE 191-2070 155726 06/17/98 000444 INSTATAX (EDD) 000444 STATE 192-2070 155726 06/17/98 000444 INSTATAX (EDD) 000444 STATE 193-2070 155726 06/17/98 000444 INSTATAX (EDD) 000444 STATE 194-2070 155726 06/17/98 000444 INSTATAX (EDD) 000444 STATE 280-2070 155726 06/17/98 000444 INSTATAX (EDD) 000444 STATE 300-2070 155726 06/17/98 000444 INSTATAX (EDD) 000444 STATE 320-2070 155726 06/17/98 000444 INSTATAX (EDD) 000444 STATE 330-2070 15,370.44 301.75 3~270.07 8.84 22.96 313.24 136.79 862.09 27.69 578.23 108.13 489.19 3,895.98 95.69 1,031.16 2.37 6.14 77.44 36.46 161.17 9.39 120.24 26.88 123.22 36.33 3.05 64.64 .56 4.43 3,981.32 119.83 688.88 1.55 3.77 62.49 23.96 277.42 9.31 133.64 22.07 27~075.56 VOUCHRE2 06/17/98 16:02 VOUCHER/ CHECK CHECK VENDOR VENDOR NUMBER DATE NUMBER NAME 155726 06/17/98 000444 INSTATAX (EDD) 49909 06/18/98 002539 3CMA/C[TY COMMUNICATION 49910 06/18/98 001104 A R M A INTERNATIONAL 49911 06/18/98 001515 A S A P TRUCK,TRACTOR/F 49911 06/18/98 001515 A S A P TRUCK,TRACTOR/F 49912 06/18/98 001912 ALLMON, VYLANI 49913 06/18/98 000747 AMERICAN PLANNING ASSOC 49913 06/18/98 000747 AMERICAN PLANNING ASSOC 49914 06/18/98 000936 AMERICAN RED CROSS 49915 06/18/98 001947 AMERIGAS 49916 06/18/98 000101 APPLE ONE, INC. 49916 06/18/98 000101 APPLE ONE, INC. 49917 06/18/98 002648 AUTO CLUB OF SOUTHERN C 49917 06/18/98 002648 AUTO CLUB OF SOUTHERN C 49917 06/18/98 002648 AUTO CLUB OF SOUTHERN C 49918 06/18/98 BALLATORE CONSTRUCTION 49919 06/18/98 000622 8ANTA ELECTRIC-REFRIGER 49919 06/18/98 000622 BANTA ELECTRIC-REFRIGER 49919 06/18/98 000622 BANTA ELECTRIC-REFRIGER 49919 06/18/98 000622 BANTA ELECTRIC-REFRIGER 49920 06/18/98 002541 BECKER, WALTER KARL 49921 06/18/98 003071 BIDAMERICA 49922 06/18/98 002950 BODY THERAPEUTICS 49922 06/18/98 002950 BODY THERAPEUTICS 49922 06/18/98 002950 BODY THERAPEUTICS 49923 06/18/98 001414 BRADLEY, RONALD E. 49923 06/18/98 001414 BRADLEY° RONALD E. 49924 06/18/98 CAIN, MICHELLE 49925 06/18/98 003138 CAL MAT 49925 06/18/98 003138 CAL MAT 49926 06/18/98 001159 CALIFORNIA DEPT OF JUST 49927 06/18/98 001717 CALIFORNIA TRADE AND CO CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION 000444 STATE SAVVY AWARD ENTRY FEE MEMBERSHIP M.COHEE/S.JONES 98 WEED ABATEMENT - CITY PROPERTY WEED ABATEMENT - CITY PROPERTY TCSD INSTRUCTOR EARNINGS MEMBERSHIP 98/99 M. FAGAN MEMBERSHIP 98/99 P. ANDERS TRAINING SUPPLIES/CERTIFICATES PROPANE FUEL FOR CITY VEHICLES TEMP HELP W/E 5/30 WILLIAMS TEMP HELP W/E 5/23 MENDOZA MEMBERSHIP D.VEDRE 98/99 MEMBERSHIP S.STERLING 98/99 MEMBERSHIP J.KANIGOWSKI 98/99 PARTIAL RFD:PUBLIC FAC DEPOSIT ELECTRICAL SRVCS - M.FACILITY ELECTRICAL SRVCS - C.R.C ELECTRICAL SRVCS - PARKS ELECTRICAL SRVCS - CITY HALL REPAIR GRATES/CONCRETE DAMAGE BUILDING PLANS SCANNING SUNSCREEN FOR INSPECTORS FREIGHT SALES TAX REIMB.ICSC CF EXPENSE 5/17-20 REIMB.MONDAY MORNING GRP 5/1-6 REFUND:CPR - FIRST-AID CLASS A.C. FOR PUBLIC WORKS MAINT A.C. FOR PUBLIC WORKS MAINT EMPLOYEE FINGERPRINT CARDS NACORE SYMPOSIUM & EXPOSITION ACCOUNT NUMBER 340-2070 001-110-999-5258 001-120-999-5277 001-164-601-5402 001-164-601-5402 190-183-999-5330 001-161-999-5226 001-161-999-5226 190-180-999-5261 001-162-999-5263 280-199-999-5362 280-199-999-5362 190-180-999-5214 190-180-999-5214 190-180-999-5214 120-2680 340-199-702-5212 190-182-999-5212 190-180-999-5250 340-199-701-5212 001-164-601-5401 001-162-999-5250 001-163-999-5218 001-163-999-5218 001-163-999-5218 001-110-999-5258 001-110-999-5258 190-183-4982 001-164-601-5218 001-164-601-5218 001-150-999-5250 280-199-999-5270 ITEM AMOUNT 101.83 65.00 290.00 120.00 400.00 576.00 274.00 173.00 100.00 68.62 187.05 157.50 42.00 42.00 42.00 3,794.00 101.00 59.00 375.00 113.40 1,440.00 4,998.95 90.00 3.59 6.98 49.25 198.36 36.00 82.70 136.03 210.00 1,500.00 PAGE 2 CHECK AMOUNT 5,535.08 65.00 290.00 520.00 576.00 447.00 100.00 68.62 344.55 126.00 3°794.00 648.40 1,440.00 4,998.95 100.57 247.61 36.00 218.73 210.00 1,500.00 VOUCHRE2 CITY OF TEMECULA 06/17/98 16:02 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT CHECK AMOUNT 49928 06/18/98 002534 CATERERS CAFE, THE PROF. MEETING 6/9 PLANNING 001-161-999-5260 55.00 55.00 49929 06/18/98 000135 CENTRAL CITIES SIGN SER STREET SIGNS & MISC HARDWARE 001-164-602-5244 774.00 49929 06/18/98 000135 CENTRAL CITIES SIGN SER SALES TAX 001-164-602-5244 59.99 49929 06/18/98 000135 CENTRAL CITIES SIGN SER STREET SIGNS & MISC HARDWARE 001-164-601-5244 54.68 888.67 49930 06/18/98 001193 COMP USA~ INC. MISC COMPUTER SUPPLIES 320-199-999-5221 210.12 210.12 49931 06/18/98 002147 COMPLIMENTS, COMPLAINTS ENTERTAINMENT O.T. FESTIVITIES 280-199-999-5362 300.00 49931 06/18/98 002147 COMPLIMENTS, COMPLAINTS ENTERTAINMENT O.T. FESTIVITIES 280-199-999-5362 450.00 49931 06/18/98 002147 COMPLIMENTS~ COMPLAINTS ENTERTAINMENT O.T. FESTIVITIES 280-199-999-5362 200.00 49931 06/18/98 002147 COMPLIMENTS~ COMPLAINTS ENTERTAINMENT O.T. FESTIVITIES 280-199-999-5362 150.00 1,100.00 49932 06/18/98 002329 COMPULINK MANAGEMENT CE LASERFICHE SNAPSHOT 320-1980 2,495.00 49932 06/18/98 002329 COMPULINK MANAGEMENT CE LASERFICHE SNAPSHOT SUPPORT 320-199-999-5211 500.00 49932 06/18/98 002329 COMPULINK MANAGEMENT CE FREIGHT 320-1980 20.83 49932 06/18/98 002329 COMPULINK MANAGEMENT CE FREIGHT 320-199-999-5211 4.17 49932 06/18/98 002329 COMPULINK MANAGEMENT CE SALES TAX 320-1980 161.08 49932 06/18/98 002329 COMPULINK MANAGEMENT CE SALES TAX 320-1980 32.28 3,213.36 49933 06/18/98 002994 DAHL, TAYLOR & ASSOCIAT CRC AIR CONDITIONING DESIGN 210-190-152-5802 3~600.00 3,600.00 49934 06/18/98 DOUGHTY, LAURA REFUND:CPR - FIRST-AID CLASS 190-183-4982 72.00 72.00 49935 06/18/98 001380 E S 49935 06/18/98 001380 E S 49935 06/18/98 001380 E S 49935 06/18/98 001380 E S 49935 06/18/98 001380 E S 49935 06/18/98 001380 E S 49935 06/18/98 001380 E S 49935 06/18/98 001380 E S 49935 06/18/98 001380 E S 49935 06/18/98 001380 E S EMPLOYMENT SERVIC TEMP HELP (2)W/E 5/22 WILLIAMS 001-161-999-5118 551.76 EMPLOYMENT SERVIC TEMP HELP (2)W/E 5/22 WILLIAMS 001-162-999-5118 551.76 EMPLOYMENT SERVIC TEMP HELP (2)W/E 6/5 MILES 001-163-999-5118 293.60 EMPLOYMENT SERVIC TEMP HELP (2)W/E 6/5 MILES 001-164-604-5118 587.20 EMPLOYMENT SERVIC TEMP HELP (2)W/E 5/8 DONAHOE 001-161-999-5118 1,847.61 EMPLOYMENT SERVIC TEMP HELP (2)W/E 5/8 DONAHOE 001-161-999-5118 1,065.19 EMPLOYMENT SERVIC TEMP HELP (2)W/E 5/22 DONAHOE 001-161-999-5118 1,820.50 EMPLOYMENT SERVIC TEMP HELP (2)W/E 6/5 DIAZ 001-140-999-5118 1,603.79 EMPLOYMENT SERVIC TEMP HELP (2)W/E 6/5 YONKER 001-140-999-5118 1~162.29 EMPLOYMENT SERVIC TEMP HELP (2)W/E 6/5 MC LEAN 280-199-999-5118 1,062.40 49936 06/18/98 002390 EASTERN MUNICIPAL WATER 95366-02:DIEGO DR LDSC 193-180-999-5240 99.85 10,546.10 99.85 49937 06/18/98 000165 FEDERAL EXPRESS~ INC. EXPRESS MAIL SERVICES 001-162-999-5230 35.75 49937 06/18/98 000165 FEDERAL EXPRESS~ INC. EXPRESS MAIL SERVICES 001-140-999-5230 10.75 49937 06/18/98 000165 FEDERAL EXPRESS, INC. EXPRESS MAIL SERVICES 280-199-999-5230 22.50 69.00 49938 06/18/98 001135 FIRST CARE INDUSTRIAL M PRE-EMPLOYMENT PHYSICALS 001-150-999-5250 85.00 85.00 49939 06/18/98 000170 FRANKLIN QUEST COMPANY, DAY PLANNER BINDERS & REFILLS 001-120-999-5220 175.00 49939 06/18/98 000170 FRANKLIN QUEST COMPANY~ DAY PLANNER BINDERS & REFILLS 001-120-999-5220 6.00 49939 06/18/98 000170 FRANKLIN QUEST COMPANY, DAY PLANNER BINDERS & REFILLS 001-120-999-5220 28.00 49939 06/18/98 000170 FRANKLIN QUEST COMPANY, FREIGHT 001-120-999-5220 16.40 49939 06/18/98 000170 FRANKLIN QUEST COMPANY, SALES TAX 001-120-999-5220 17.47 49940 06/18/98 003249 FUELMAN OF CALIFORNIA FUEL EXPENSE FOR CITY VEHICLES 001-161-999-5263 14.86 242.87 14.86 VOUCHRE2 CITY OF TEMECULA 06/17/98 16:02 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT NUMBER DATE NUMBER NAME DESCRIPTION NUMBER ITEM AMOUNT CHECK AMOUNT 49941 06/18/98 000184 G T E CALIFORNIA - PAYM 909-506-1941-JUN-T.T.A 320-199-999-5208 49941 06/18/98 000184 G T E CALIFORNIA - PAYM 909-699-0590-MAY-T.T.A ALARM 320-199-999-5208 49941 06/18/98 000184 G T E CALIFORNIA - PAYM 909-699-2811-JUN-GENERAL USAGE 320-199-999-5208 49942 06/18/98 001355 G T E CALIFORNIA~ INC. MNT ACCESS-RVSD CO. OPEN LINE 320-199-999-5208 49942 06/18/98 001355 G T E CALIFORNIA, INC. MNT ACCESS-RVSD CO. OPEN LINE 320-199-999-5208 60.04 58.94 1,416.41 320.00 290.00 1,535.39 610.00 49943 06/18/98 002141 GEIS~ PAUL MOTORCYCLE REPAIR CITY POLICE 001-170-999-5214 100.00 100.00 49944 06/18/98 000177 GLENNIES OFFICE PRODUCT MISC. OFFICE SUPPLIES 49944 06/18/98 000177 GLENNIES OFFICE PRODUCT MISC. OFFICE SUPPLIES 001-161-999-5220 001-170-999-5220 44.50 25.33 69.83 49945 06/18/98 000186 HANKS HARDWARE~ INC. MISC HARDWARE SUPPLIES 190-180-999-5212 49945 06/18/98 000186 HANKS HARDWARE~ INC. MISC HARDWARE SUPPLIES 190-180-999-5212 512.00 374.18 886.18 49946 06/18/98 003257 HICKS, AUDREY 49947 06/18/98 000388 I C B O, INC. FACADE IMPROV.PRGM:28635 FRONT 280-199-813-5804 ANNUAL CF:9/6-11 A. ELMO 001-162-999-5258 1,400.00 375.00 1,400.00 375.00 49948 06/18/98 001407 INTER VALLEY POOL SUPPL CRC POOL SANITIZING CHEMICALS 190-182-999-5212 49948 06/18/98 001407 INTER VALLEY POOL SUPPL CRC POOL SANITIZING CHEMICALS 190-182-999-5212 154.08 177.79 331.87 49949 06/18/98 002695 J A S PACIFIC CONSULTIN TEMP HELP (2)W/E 5/15 MOORE 001-162-999-5118 49949 06/18/98 002695 J A S PACIFIC CONSULTIN TEMP HELP (2)W/E 5/15 MOORE 001-162-999-5250 49949 06/18/98 002695 J A S PACIFIC CONSULTIN TEMP HELP (4)W/E 5/31 CLARK 001-162-999-5118 49950 06/18/98 001667 KELLY TEMPORARY SERVICE TEMP HELP W/E 5/31 FOWLER 001-150-999-5118 2,129.01 234.49 4,321.00 377.00 6,684.50 377.00 49951 06/18/98 001282 KNORR SYSTEMS, INC MISC POOL SUPPLIES - CRC 190-182-999-5212 49951 06/18/98 001282 KNORR SYSTEMS, INC MISC POOL SUPPLIES - CRC 190-182-999-5212 49951 06/18/98 001282 KNORR SYSTEMSw INC MISC POOL SUPPLIES - CRC 190-182-999-5212 49952 06/18/98 001123 KNOX INDUSTRIAL SUPPLIE SUPPLIES FOR STENCIL TRUCK 001-164-601-5218 49952 06/18/98 001123 KNOX INDUSTRIAL SUPPL[E SALES TAX 001-164-601-5218 49953 06/18/98 001534 LA MASTERS OF FINE TRAV AIR:FORD-MALL RELATED ACTIVITY 001-100-999-5258 49954 06/18/98 002519 LAB SAFETY SUPPLYw INC. HAZMAT SUPPLIES FOR PW MAINT. 001-164-601-5430 49954 06/18/98 002519 LAB SAFETY SUPPLY~ INC. FREIGHT 001-16/*-601-5430 49955 06/18/98 002187 LAKE ELSINORE ANIMAL FR MAY ANIMAL CONTROL SERVICES 001-172-999-5255 49956 06/18/98 001690 LAUTZENHISER~S STATIONE RESO- PERMANENT RECORD BOOKS 001-120-999-5220 49956 06/18/98 001690 LAUTZENHISER'S STATIONE COVER-UP LABELS/EXISTING BOOKS 001-120-999-5220 49956 06/18/98 001690 LAUTZENHISER~S STAT]ONE TABS FOR PERM. RECORD BOOKS 001-120-999-5220 49956 06/18/98 001690 LAUTZENHISER'S STATIONE SALES TAX 001-120-999-5220 49956 06/18/98 001690 LAUTZENHISER'S STAT[ONE FREIGHT 001-120-999-5220 49957 06/18/98 000596 49958 06/18/98 003274 LEAGUE OF CAL. CITIES LING AUDIO PRODUCTION S LEAGUE CF:7/22-24 R.R,J.S,J.C. EQUIPMENT RENTAL:4TH OF JULY 001-100-999-5258 190-180-999-5238 965.57 61.14 22.74 20.84 1.62 666.00 683.55 24.80 3,849.02 2,970.00 84.48 112.64 245.45 70.00 705.00 1,100,00 1,049.45 22.46 666.00 708.35 3,849.02 3,482.57 705.00 1,100.00 VOUCHRE2 CITY OF TEMECULA 06/17/98 16:02 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT NUMBER DATE NUMBER NAME DESCRIPTION NUMBER ITEM AMOUNT CHECK AMOUNT 49959 06/18/98 001967 MANPOWER TEMPORARY SERV TEMP HELP W/E 4/26 WILLIAMSON 001-161-999-5118 49959 06/18/98 001967 MANPOWER TEMPORARY SERV TEMP HELP W/E 4/26 KNITTLE 001-120-999-5118 82.56 37.17 119.73 49960 06/18/98 000217 MARGARITA OFFICIALS ASS ADULT SOFTBALL OFFICIALS 190-183-999-5380 2~167.00 2,167.00 49961 06/18/98 000220 MAURICE PRINTERS, INC. TABBING FOR TRAFFIC NWSLTR 001-110-999-5222 600.00 600.00 49962 06/18/98 001384 MINUTEMAN PRESS QTY 500 BUS. CARDS:P.SMITH 001-162-999-5222 49962 06/18/98 001384 MINUTEMAN PRESS QTY 500 CORRECTION NOTICES 001-162-999-5222 110.44 68.25 178.69 49963 06/18/98 002497 MISCO MOBILE PEDESTAL 320-199-999-5221 49963 06/18/98 002497 MISCO SALES TAX 320-199-999-5221 149.00 34.86 183.86 49964 06/18/98 000883 MONTELEONE EXCAVATING ROAD GRADING & REPAIR 195-180-999-5402 49964 06/18/98 000883 MONTELEONE EXCAVATING REMOVE TEMP DESILTING PONDS 001-164-601-5401 49964 06/18/98 000883 MONTELEONE EXCAVATING REMOVE TEMP DESILTING PONDS 001-164-601-5401 49964 06/18/98 000883 MONTELEONE EXCAVATING CITYWIDE SHOULDER GRADING 001-164-601-5402 49965 06/18/98 000437 MORELAND & ASSOCIATES 1996-97 AUDIT SERVICES (CITY) 001-140-999-5248 49965 06/18/98 000437 MORELAND & ASSOCIATES 1996-97 SINGLE AUDIT 001-140-999-5248 49965 06/18/98 000437 MORELAND & ASSOCIATES 1996-97 AUDIT SERVICES (RDA) 280-199-999-5248 49965 06/18/98 000437 MORELAND & ASSOCIATES FRANCHISE FEE AUDIT SERVICES 001-140-999-5248 49966 06/18/98 002727 MUNICIPAL MGMT ASSIST 0 ANNUAL MEMBERSHIP FOR A. ADAMS 001-110-999-5226 950.00 4,750.00 4,385.00 4,855.00 1,125.40 300.00 300.00 493.25 40.00 14,940.00 2,218.65 40.00 49967 06/18/98 002105 OLD TOWN TIRE & SERVICE VEHICLE REPAIR & MAINTENANCE 190-180-999-5214 15.95 15.95 49968 06/18/98 002344 OSVOLD, HEIDA REIMB:SIERRA TRAIN:5/18-22/HO 001-161-999-5258 333.52 333.52 49969 06/18/98 001383 P M W ASSOCIATES, INC. TESTING FOR APPLICANT B.MCKEON 001-162-999-5250 144.47 144.47 49970 06/18/98 002734 P V P COMMUNICATIONS, I REPAIR/MAINT MOTORCYCLE RADIOS 001-170-999-5215 49970 06/18/98 002734 P V P COMMUNICATIONS, I SALES TAX 001-170-999-5215 329.50 25.54 355.04 49971 06/18/98 003069 PACK N MAIL #2 MAY & JUNE MAIL DELIVERY SVCS 330-199-999-5250 70.00 70.00 49972 06/18/98 000472 PARADISE CHEVROLET, INC REPAIR BRAKES ON CHEVY VAN 190-180-999-5214 885.05 885.05 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 MLT PERS 001-2130 322.43 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 001-2130 11.49 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 001-2390 20,343.75 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 165-2390 480.60 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 190-2130 2.73 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 190-2390 3,494.99 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 191-2390 13.15 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 192-2390 32.40 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 193-2390 401.39 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 194-2390 195.23 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 280-2130 .82 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 280-2390 911.16 49973 06/18/98 000246 PERS (EMPLOYEESt RETIRE 000246 PERS RET 300-2390 50.86 VOUCHRE2 06/17/98 16:02 CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK NUMBER CHECK DATE VENDOR NUMBER VENDOR NAME ITEM DESCRIPTION ACCOUNT NUMBER ITEM AMOUNT CHECK AMOUNT 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 49973 06/18/98 000246 PERS (EMPLOYEES~ RETIRE 000246 PERS RET 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 49973 06/18/98 000246 PERS (EMPLOYEES~ RETIRE 000246 PERS-PRE 49973 06/18/98 000246 PERS (EMPLOYEES~ RETIRE 000246 SURVIVOR 49973 06/18/98 000246 PERS (EMPLOYEES~ RETIRE 000246 SURVIVOR 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 49973 06/18/98 000246 PERS (EMPLOYEES~ RETIRE 000246 SURVIVOR 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 49973 06/18/98 000246 PERS (EMPLOYEES' RETIRE CORRECTION PER CM 49974 49974 49974 49975 49975 49975 49975 49975 49975 49975 49975 49975 49975 49975 49975 49975 49975 49975 49975 49975 49975 49975 49975 49975 49975 49977 49977 49977 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 000247 000247 000247 000249 000249 000249 000249 000249 000249 000249 000249 000249 000249 000249 000249 000249 000249 000249 000249 000249 000249 000249 000249 000249 000249 000580 000580 000580 PESTMASTER PESTMASTER PESTMASTER PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PHOTO WORKS PHOTO WORKS PHOTO WORKS TREATMENT AT SAN GERTRUDES CRK MOW DOWN WEEDS ALONG TRAIL CUT DOWN AND INJECT TAMARISK PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PETTY CASH REIMBURSEMENT PHOTO DEVELOPMENT PHOTO DEVELOPMENT PHOTO DEVELOPMENT 320-2390 330-2390 340-2390 001-2130 001-2390 165-2390 190-2390 191-2390 192-2390 193-2390 194-2390 280-2390 300-2390 320-2390 330-2390 340-2390 001-1990 190-180-999-5415 190-180-999-5415 190-180-999-5415 001-171-999-5261 001-150-999-5250 001-150-999-5250 001-150-999-5265 001-164-601-5250 001-140-999-5260 001-120-999-5220 001-164-601-5260 190-180-999-5258 001-164-601-5218 001-170-999-5222 280-199-999-5264 190-183-999-5320 190-183-999-5370 001-150-999-5265 001-140-999-5220 001-161-999-5260 001-164-601-5218 190-184-999-5301 190-184-999-5301 190-184-999-5301 001-1990 001-163-999-5250 190-180-999-5301 001-161-999-5250 650.10 129.58 476.10 263.61 72.41 1.28 14.78 .05 .14 1.54 .84 1.97 .23 1.86 .93 2.18 38.34- 475.00 1,283.04 175.00 15.00 17.18 5.00 7.58 34.00 7.07 22.66 20.00 8.00 3.01 9.05 17.37 26.00 12.07 6.64 14.00 10.02 44.88 28.98 34.90 27.91 51.65 60.55 51.53 7.53 27,840.26 1,933.04 422.97 119.61 49978 06/18/98 000253 POSTMASTER EXPRESS MAIL & POSTAL SERVS 001-165-999-5230 53.85 49978 06/18/98 000253 POSTMASTER EXPRESS MAIL & POSTAL SERVS 001-163-999-5230 10.75 VOUCHRE2 CITY OF TEMECULA 06/17/98 16:02 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT NUMBER DATE NUMBER NAME DESCRIPTION NUMBER ITEM AMOUNT CHECK AMOUNT 49978 06/18/98 000253 POSTMASTER EXPRESS MAIL & POSTAL SERVS 001-161-999-5230 49978 06/18/98 000253 POSTMASTER EXPRESS MAIL & POSTAL SERVS 190-180-999-5230 49978 06/18/98 000253 POSTMASTER EXPRESS MAIL & POSTAL SERVS 001-120-999-5230 45.00 21.50 40.95 172.05 49979 06/18/98 003195 PRECISION WELDING VARIOUS LOCATIONS-WELDING SVC. 190-180-999-5250 60.00 60.00 49980 06/18/98 000254 PRESS-ENTERPRISE COMPAN ROADWAY CONSTRUCTION UPDATES 001-165-999-5256 49980 06/18/98 000254 PRESS-ENTERPRISE COMPAN PA98-O209:PUB. HEARING NOTICE 001-161-999-5256 49980 06/18/98 000254 PRESS-ENTERPRISE COMPAN PA98-O143:PUB. HEARING NOTICE 001-161-999-5256 49980 06/18/98 000254 PRESS-ENTERPRISE COMPAN PA95-O130:PUB. HEARING NOTICE 001-161-999-5256 49980 06/18/98 000254 PRESS-ENTERPRISE COMPAN PA98-OO86:PUB. HEARING NOTICE 001-161-999-5256 49980 06/18/98 000254 PRESS-ENTERPRISE COMPAN PA98-OO83:PUB. HEARING NOTICE 001-161-999-5256 49980 06/18/98 000254 PRESS-ENTERPRISE COMPAN PA98-O178:PUB. HEARING NOTICE 001-161-999-5256 49980 06/18/98 000254 PRESS-ENTERPRISE COMPAN PA98-O181:PUB. HEARING NOTICE 001-161-999-5256 49980 06/18/98 000254 PRESS-ENTERPRISE COMPAN PA95-O130:PUB. HEARING NOTICE 001-120-999-5256 49980 06/18/98 000254 PRESS-ENTERPRISE COMPAN PH 300: PUBLIC HEARING NOTICE 001-120-999-5256 112.00 18.25 19.00 20.50 16.75 17.75 19.75 19.50 20.25 16.75 280.50 49981 06/18/98 002110 PRIME EQUIPMENT EQUIPMENT RENTAL-PARKS 190-180-999-5238 157.80 157.80 49982 06/18/98 002776 PRIME MATRIX, INC. SC-5001339-0 KL 001-100-999-5208 49982 06/18/98 002776 PRIME MATRIX, INC. MAY CELLULAR SVCS:SR VAN 190-180-999-5208 49982 06/18/98 002776 PRIME MATRIX, INC. MAY CELLULAR SVCS:CITY VAN 190-180-999-5208 49982 06/18/98 002776 PRIME MATRIX, INC. MAY CELLULAR SVCS:INFO SYSTEMS 320-199-999-5208 38.52 39.30 30.01 27.67 135.50 49983 06/18/98 000255 PRO LOCK & KEY LOCKSMITH SERVICES-SPORTS PARK 190-180-999-5212 196.74 196.74 49984 06/18/98 002880 PRO-CRAFT SASH & SUPPLY RE-ISSUE CK 48574:RES IMPRVMNT 165-199-813-5804 700.00 700.00 49985 06/18/98 003244 R D B ELECTRONICS, INC. OVERHD PROJECTORS SUPPLIES/CRC 190-182-999-5220 61.96 61.96 49986 06/18/98 000947 RANCHO BELL BLUEPRINT C BLUEPRINTS AND MISC SUPPLIES 001-164-604-5268 49986 06/18/98 000947 RANCHO BELL BLUEPRINT C BLUEPRINTS AND MISC SUPPLIES 190-180-999-5250 49986 06/18/98 000947 RANCHO BELL BLUEPRINT C BLUEPRINTS AND MISC SUPPLIES 210-190-152-5804 21.55 7.25 21.77 50.57 49987 06/18/98 000262 RANCHO CALIFORNIA WATER 01-06-30206-0 SIXTH ST LSCP 001-164-603-5240 49987 06/18/98 000262 RANCHO CALIFORNIA WATER 01-06-30205-0 SIXTH ST LSCP 001-164-603-5240 49987 06/18/98 000262 RANCHO CALIFORNIA WATER 01-17-80000-1 VIA EDUARDO-LSCP 001-164-601-5250 49987 06/18/98 000262 RANCHO CALIFORNIA WATER 01-06-84860-5:PUJOL STREET 280-199-807-5804 49987 06/18/98 000262 RANCHO CALIFORNIA WATER 01-02-98000-O:PAUBA ROAD-DC 001-171-999-5240 49987 06/18/98 000262 RANCHO CALIFORNIA WATER 01-02-98010-O:PAUBA ROAD 001-171-999-5240 49987 06/18/98 000262 RANCHO CALIFORNIA WATER VARIOUS WATER METERS 190-180-999-5240 49987 06/18/98 000262 RANCHO CALIFORNIA WATER VARIOUS WATER METERS 190-181-999-5240 49987 06/18/98 000262 RANCHO CALIFORNIA WATER VARIOUS WATER METERS 190-182-999-5240 49987 06/18/98 000262 RANCHO CALIFORNIA WATER VARIOUS WATER METERS 190-184-999-5240 49987 06/18/98 000262 RANCHO CALIFORNIA WATER VARIOUS WATER METERS 191-180-999-5240 49987 06/18/98 000262 RANCHO CALIFORNIA WATER VARIOUS WATER METERS 193-180-999-5240 49987 06/18/98 000262 RANCHO CALIFORNIA WATER VARIOUS WATER METERS 340-199-701-5240 49987 06/18/98 000262 RANCHO CALIFORNIA WATER VARIOUS WATER METERS 190-180-999-5240 49987 06/18/98 000262 RANCHO CALIFORNIA WATER VARIOUS WATER METERS 191-180-999-5240 49987 06/18/98 000262 RANCHO CALIFORNIA WATER VARIOUS WATER METERS 193-180-999-5240 29.52 27.81 42.62 40.58 9.62 206.94 3,710.96 118.31 779.64 169.72 138.14 1,251.13 329.34 728.59 140.92 678.64 8,402.48 VOUCHRE2 CITY OF TEMECULA 06/17/98 16:02 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM NUMBER DATE NUMBER NAME DESCRIPTION ACCOUNT NUMBER ITEM AMOUNT CHECK AMOUNT 49988 06/18/98 000907 RANCHO CAR WASH CITY VEHICLE DETAILING & GAS 001-165-999-5214 49988 06/18/98 000907 RANCHO CAR WASH CITY VEHICLE DETAILING & GAS 001-110-999-5214 49988 06/18/98 000907 RANCHO CAR WASH CITY VEHICLE DETAILING & GAS 001-110-999-5263 49988 06/18/98 000907 RANCHO CAR WASH CITY VEHICLE DETAILING 190-180-999-5214 49988 06/18/98 000907 RANCHO CAR WASH CITY VEHICLE DETAILING 001-162-999-5214 49988 06/18/98 000907 RANCHO CAR WASH CITY VEHICLE DETAILING & GAS 001-163-999-5214 6.00 6.00 22.33 17.00 28.00 18.00 97.33 49989 06/18/98 001046 REXON, FREEDMAN, KLEPET MAY 98 PROF LEGAL SERVS 001-130-999-5247 166.50 166.50 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49990 06/18/98 002412 49991 06/18/98 000418 49992 06/18/98 000268 49993 06/18/98 001592 49994 06/18/98 001942 49994 06/18/98 001942 49994 06/18/98 001942 49994 06/18/98 001942 49994 06/18/98 001942 RICHARDS, WATSON & GERS RICHARDS, WATSON & GERS RICHARDS, WATSON & GERS RICHARDS, WATSON & GERS RICHARDS, WATSON & GERS RICHARDS, WATSON & GERS RICHARDS, WATSON & GERS RICHARDS, WATSON & GERS RICHARDS, WATSON & GERS RICHARDS, WATSON & GERS RICHARDS, WATSON & GERS RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS RICHARDS, WATSON & GERS RICHARDS, WATSON & GERS RIVERSIDE CO. CLERK & R RIVERSIDE CO. HABITAT RIVERSIDE CO. INFORMATI S C SIGNS S C SIGNS S C SIGNS S C SIGNS S C SIGNS APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APRIL 98 LEGAL SERVICES APERTURE CARDS DUPLICATES MAY COLLECTED FEES FOR K-RAT MAY RADIO RENTAL APRIL POSTING PUBLIC NOTICES AUGUST POSTING PUBLIC NOTICES FEBRUARY POSTING PUBLIC NOTICE MAY PUBLIC NOTICE SIGNS MAY PUBLIC NOTICE SIGNS 001-130-999-5246 001-130-999-5246 001-130-999-5246 190-180-999-5246 001-130-999-5246 001-1280 001-130-999-5246 001-1280 001-130-999-5246 001-2640 001-2641 210-165-631-5801 300-199-999-5246 300-199-999-5246 300-199-999-5246 001-130-999-5246 300-199-999-5246 300-199-999-5246 300-199-999-5246 300-199-999-5246 300-199-999-5246 001-130-999-5246 001-1280 300-199-999-5246 280-199-999-5246 280-199-999-5246 165-199-999-5246 001-163-999-5220 001-2300 001-162-999-5238 001-161-999-5256 001-161-999-5256 001-161-999-5256 001-120-999-5244 001-161-999-5256 9,279.15 981.25 8,300.00 2,669.31 1,128.00 1,617.50 510.50 5,829.00 1,537.50 312.00 377.00 2,898.00 31.00 1,751.56 2,337.75 175.00 199.14 234.00 4,000.99 52.00 695.58 5,038.18 7,648.25 1,042.50 335.00 528.00 2,343.75 5.00 13,830.00 361.55 455.00 195.00 520.00 1,525.00 1,525.00 61,851.91 5.00 13,830.00 361.55 4,220.00 49995 06/18/98 002670 SCHNEIDER-LJUBENKOV, JU TCSD INSTRUCTOR EARNINGS 190-183-999-5330 216.00 49995 06/18/98 002670 SCHNEIDER-LJUBENKOV, JU TCSD INSTRUCTOR EARNINGS 190-183-999-5330 201.60 417.60 VOUCHRE2 CITY OF TEMECULA 06/17/98 16:02 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT NUMBER DATE NUMBER NAME DESCRIPTION NUMBER ITEM AMOUNT CHECK AMOUNT 49996 06/18/98 002384 SECURE BUSINESS COMMUNI MEDIA SHELF FOR COUNCIL CHAMBR 320-199-999-5250 49996 06/18/98 002384 SECURE BUSINESS COMMUNI ACOUSTIC FOAM FOR COUNCIL CHAM 320-199-999-5250 49996 06/18/98 002384 SECURE BUSINESS COMMUN! GLUE FOR ACOUSTIC FORM 320-199-999-5250 49996 06/18/98 002384 SECURE BUSINESS COMMUNI ON AIR LAMP FOR COUNCIL CHAMBR 320-199-999-5250 49996 06/18/98 002384 SECURE BUSINESS COMMUNI SALES TAX 320-199-999-5250 90.00 240.00 18.00 162.00 111.87 621.87 49997 06/18/98 000645 SMART & FINAL, INC. RECREATION SUPPLIES 190-180-999-5301 70.35 70.35 49998 06/18/98 003002 SMOOTHILL SPORTS DISTRI RECREATION SUPPLIES FOR CRC 49998 06/18/98 003002 SMOOTHILL SPORTS DISTRI CREDIT: KNEE PADS 190-180-999-5301 190-180-999-5301 226.64 41.94- 184.70 49999 06/18/98 000519 SOUTH COUNTY PEST CONTR PEST CONTROL SVCS:MAINT. FAC. 340-199-702-5250 49999 06/18/98 000519 SOUTH COUNTY PEST CONTR PEST CONTROL SVCS:CRC 190-182-999-5250 80.00 42.00 122.00 50000 06/18/98 000537 SOUTHERN CALIF EDISON 2-06-105-0654 VARIOUS METERS 191-180-999-5319 50000 06/18/98 000537 SOUTHERN CALIF EDISON 2-10-331-1353:PAUBA ROAD 001-171-999-5240 50000 06/18/98 000537 SOUTHERN CALIF EDISON 2-09-330-3030 WICHESTER TC1 191-180-999-5319 50000 06/18/98 000537 SOUTHERN CALIF EDISON 2-09-330-3139 WINCHESTER RD TC 191-180-999-5319 50000 06/18/98 000537 SOUTHERN CALIF EDISON 2-00-397-5059/COMM SERV UTL 190-180-999-5240 50000 06/18/98 000537 SOUTHERN CALIF EDISON 2-02-351-5281:CRC 190-182-999-5240 50000 06/18/98 000537 SOUTHERN CALIF EDISON 2-10-901-7962 YUKON TC 1 191-180-999-5319 50000 06/18/98 000537 SOUTHERN CALIF EDISON 2-05-791-8807 VARIOUS METERS 191-180-999-5319 50000 06/18/98 000537 SOUTHERN CALIF EDISON 52-77-812-1331-01VI EDUARDO 193-180-999-5240 50001 06/18/98 000282 SOUTHERN CALIF MUNICIPA SCMAF ADULT SOFTBALL REGIST. 190-183-999-5380 1,406.16 741.40 184.41 212.59 8,511.27 3,808.66 148.38 4,685.91 191.83 518.00 19,890.61 518.00 50002 06/18/98 002267 SPECIAL T FIRE EQUIPMEN PUB:INSPECTORS GUIDE FOR FIRE 001-171-999-5228 40.00 40.00 50003 06/18/98 003246 STENOGRAPH, LLC. STENO PADS FOR STENO MACHINE 001-120-999-5220 50003 06/18/98 003246 STENOGRAPH, LLC. FREIGHT 001-120-999-5220 50003 06/18/98 003246 STENOGRAPH, LLC. SALES TAX 001-120-999-5220 65.90 17.46 6.46 89.82 50004 06/18/98 000305 TARGET STORE MISC. SUPPLIES FOR TCSD-REC. 190-180-999-5301 50004 06/18/98 000305 TARGET STORE MISC SUPPLIES FOR CIP 001-165-999-5220 50005 06/18/98 000825 TEMECULA CYCLES MOTORCYCLE HELMETS FOR POLICE 001-170-999-5242 50005 06/18/98 000825 TEMECULA CYCLES SALES TAX 001-170-999-5242 50006 06/18/98 001672 TEMECULA DRAIN SERV & P PLUMBING SERVICES - CRC 190-182-999-5212 50007 06/18/98 000905 TEMECULA SHUTTLE SERV]C SHUTLLE:SISTER CITIES DELEGATN 001-101-999-5280 50008 06/18/98 TEMECULA VALLEY CONGREG RFD:PUBLIC FACILITIES DEPOSIT 120-2680 50009 06/18/98 002111 TOGO'S REFRESHMENTS-ACACIA PK APTS MT 001-110-999-5223 50010 06/18/98 000319 TOMARK SPORTS, INC. RECREATION SUPPLIES AND EQUIP. 190-183~999-5380 50011 06/18/98 002396 U S LONG DISTANCE, INC. MAY LONG DISTANCE SERVICE 320-199-999-5208 50012 06/18/98 002621 UNION BANK OF CALIF, N. 5415305001995969 GT/LAS VEGAS 001-161-999-5258 9.03 226.90 319.90 24.79 47.00 600.00 8,272.00 104.02 223.60 1,375.95 553.50 235.93 344.69 47.00 600.00 8,272.00 104.02 223.60 1,375.95 553.50 VOUCHRE2 06/17/98 VOUCHER/ CHECK NUMBER 50013 50013 50014 50015 50015 50015 50015 50015 50015 50015 50015 50015 50015 50016 50017 50017 50018 50020 16:02 CHECK DATE 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 06/18/98 VENDOR NUMBER 002065 002065 001342 001342 001342 001342 001342 001342 001342 001342 001342 001342 003134 000345 000345 000669 001256 VENDOR NAME UNISOURCE UNISOURCE VENNE, DANIEL S. WAXIE SANITARY SUPPLY WAXIE SANITARY SUPPLY WAXIE SANITARY SUPPLY WAXIE SANITARY SUPPLY WAXIE SANITARY SUPPLY WAXIE SANITARY SUPPLY WAXIE SANITARY SUPPLY WAXIE SANITARY SUPPLY WAXIE SANITARY SUPPLY WAXIE SANITARY SUPPLY, WOLFE VALLEY XEROX CORPORATION BILLI XEROX CORPORATION BILLI LEAGUE OF CAL. CITIES MARRIOTT HOTEL CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION PAPER SUPPLIES SALES TAX REFUND: JAPAN TICKET COMMERCIAL VACUUMS/MAINT.FAC. COMMERCIAL VACUUMS/MAINT.FAC. PAPER FILTER BAGS/MAINT.FAC. PAPER FILTER BAGS/MAINT.FAC. MAGNET BAR/MAINT. FACILITY MAGNET BAR/MAINT. FACILITY SALES TAX SALES TAX SMALL EQUIPMENT FOR MAINT.FAC. SALES TAX ENTERTAINMENT - FRONTIER DAYS FAX TONER CARTRIDGES SALES TAX MEMBERSHIP DUES 1998-RVSD DIV. GFOA 98 CF:PATTISON:6/28-7/1/9 ACCOUNT NUMBER 330-199-999-5220 330-199-999-5220 001-1170 190-184-999-5242 190-182-999-5242 190-184-999-5242 190-182-999-5242 190-184-999-5242 190-182-999-5242 190-184-999-5242 190-182-999-5242 340-199-701-5610 340-199-701-5610 280-199-999-5362 330-199-999-5217 330-199-999-5217 001-100-999-5226 001-140-999-5258 ITEM AMOUNT 448.20 34.74 781.00 320.00 320.00 2.00 2.00 13.53 13.53 26.01 26.00 1,850.00 143.38 300.00 168.00 13.02 100.00 441.00 PAGE 10 CHECK AMOUNT 482.94 781.00 2,716.45 300.00 181.02 100.00 441.00 TOTAL CHECKS 284,961.23 VOUCHRE2 06/25/98 13:06 CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE FUND TITLE 001 GENERAL FUND 165 RDA DEV- LOW/MOD SET ASIDE 190 COMMUNITY SERVICES DISTRICT 191 TCSD SERVICE LEVEL A 192 TCSD SERVICE LEVEL B 193 TCSD SERVICE LEVEL C 194 TCSD SERVICE LEVEL D 210 CAPITAL IMPROVEMENT PROJ FUND 280 REDEVELOPMENT AGENCY - CIP 300 INSURANCE FUND 320 INFORMATION SYSTEMS 330 SUPPORT SERVICES 340 FACILITIES AMOUNT 80,203.52 47,625.70 26,535.62 78.09 33.44 6v123.06 290.93 475v755.42 8~662.47 61.09 13,394.26 441.58 2,876.88 TOTAL 662,082.06 VOUCHRE2 06/25/98 13:06 VOUCHER/ CHECK CHECK VENDOR VENDOR NUMBER DATE NUMBER NAME 50022 06/18/98 003170 INTERSTATE APPRAISAL CO 50023 06/19/98 000411 RIVERSIDE CO. FLOO0 CON 50024 06/23/98 002534 CATERERS CAFE, THE 50026 06/23/98 MCKEON, WILLIAM 50027 06/24/98 002534 CATERERS CAFE, THE 982306 06/24/98 000166 FIRST AMERICAN TITLE CO 50030 06/25/98 002999 A BASKET FULL 50031 06/25/98 003213 A M S PLANNING RESEARCH 50032 06/25/98 001281 ALHAMBRA GROUP 50033 06/25/98 000101 APPLE ONE, INC. 50034 06/25/98 001323 ARROWHEAD WATER, INC. 50034 06/25/98 001323 ARROWHEAD WATER, INC. 50035 06/25/98 BARON, NANCY 50036 06/25/98 BARRAGAN, DAVID 50037 06/25/98 002541 BECKER, WALTER KARL 50038 06/25/98 BERTHELOTTE, ROXANNE 50039 06/25/98 BONILLA, HERALDO 50040 06/25/98 003126 BOOMGAARDEN, DENNIS 50041 06/25/98 002951 50042 06/25/98 003138 CAL MAT 50042 06/25/98 003138 CAL MAT 50043 06/25/98 000413 CALIFORNIA DEPT OF FISH 50044 06/25/98 001159 CALIFORNIA DEPT OF JUST 50045 06/25/98 000126 CALIFORNIA LANDSCAPE MA 50045 06/25/98 000126 CALIFORNIA LANDSCAPE MA 50045 06/25/98 000126 CALIFORNIA LANDSCAPE MA 50045 06/25/98 000126 CALIFORNIA LANDSCAPE MA CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIOOS ITEM DESCRIPTION APPRAISER SVS:WINCHESTER HILLS FILING FEE MURRIETA CRK PERMIT TEAM DEV WKSHP 6/24 P.W./ENG REIMB:AIRFARE:2ND INTERVIEW TECH TRAINING/MEETING 6/24 PURCHASE PROP. 28735 PUJOL ST MARKETING & PROMOTIONAL ITEMS DEV CULTURAL ARTS MASTER PLAN LDSC ARCHITECT SRVCS-SHUTTLE TEMP HELP W/E 6/6 WILLIAMS DRINKING WATER FOR CITY HALL DRINKING WATER FOR MAINT FAC. REFUND:SWIMMING LESSONS REFUND:SWIMMING LESSONS ENCLOSURE/GATE-EMPIRE CREEK REFUND:MOTHER NATURE'S KIDS REFUND:DOG OBEDIENCE TCSD INSTRUCTOR EARNINGS BRUCE W. HULL & ASSOCIA APPRAISAL OF PROP./CFD 88-12 A.C. FOR PUBLIC WORKS MAINT A.C. FOR PUBLIC NORKS MAINT AGREEMENT #5-044-96 PALA RD EMPLOYEE FINGERPRINT CARDS LDSC IMPROV. CORTE MONTECITO LDSC IMPROV. CORTE MONTECITO LDSC IMPROV.-SPORTS PARK LDSC IMPROV.-SPORTS PARK ACCOUNT NUMBER 001-2641 280-199-824-5802 001-165-999-5261 001-162-999-5258 001-162-999-5260 165-199-812-5804 280-199-999-5270 190-180-999-5248 280-199-804-5802 280-199-999-5362 340-199-701-5240 340-199-701-5240 190-183-4975 190-183-4982 001-164-601-5401 190-183-4982 190-183-4982 190-183-999-5330 001-1280 001-164-601-5218 001-164-601-5218 210-165-631-5802 001-150-999-5250 193-180-999-5212 193-180-999-5212 193-180-999-5212 193-180-999-5212 ITEM AMOUNT 9,500.00 500.00 64.65 224.79 61.47 43,410.75 21.55 7,000.00 360.00 103.20 216.16 73.04 25.00 75.00 3,745.00 25.00 65.00 139.40 3,625.00 110.44 121.76 109.00 210.00 135.00 68.00 192.00 1,802.00 PAGE 1 CHECK AMOUNT 9,500.00 500.00 64.65 224.79 61.47 43,410.75 21.55 7,000.00 360.00 103.20 2B9.20 25.00 75.00 3,745.00 25.00 65.00 139.40 3,625.00 232.20 109.00 210.00 VOUCHRE2 06/25/98 13:06 VOUCHER/ CHECK CHECK VENDOR NUMBER DATE NUMBER 50045 06/25/98 000126 50046 06/25/98 001590 50047 06/25/98 001062 50048 06/25/98 001655 50049 06/25/98 000135 50050 06/25/98 003284 50051 06/25/98 000137 50051 06/25/98 000137 50052 06/25/98 003029 50052 06/25/98 003029 50053 06/25/98 50054 06/25/98 003283 50055 06/25/98 002147 50055 06/25/98 002147 50056 06/25/98 002329 50057 06/25/98 003210 50057 06/25/98 003210 50057 06/25/98 003210 50058 06/25/98 001029 50058 06/25/98 001029 50059 06/25/98 50059 06/25/98 50060 06/25/98 001669 50061 06/25/98 001380 50061 06/25/98 001380 50061 06/25/98 001380 50061 06/25/98 001380 50061 06/25/98 001380 50061 06/25/98 001380 50062 06/25/98 002802 50063 06/25/98 003171 50064 06/25/98 002128 VENDOR NAME CALIFORNIA LANDSCAPE MA CALIFORNIA REDEVELOPMEN CALIFORNIA, STATE OF CAMERON WELDING SUPPLY CENTRAL CITIES SIGN SER CHESAPEAKE BAGEL BAKERY CHEVRON U S A INC. CHEVRON U S A INC. CHICAGO TITLE COMPANY CHICAGO TITLE COMPANY CLIFFORD, JAYNE COCA COLA COMPANY OF L. COMPLIMENTS, COMPLAINTS COMPLIMENTS, COMPLAINTS COMPULINK MANAGEMENT CE DALLAS MIDWEST DALLAS MIDWEST DALLAS MIDWEST DATAQUICK, INC. DATAQUICK, INC. DORSEY, HEIDI DORSEY, HEIDI DUNN EDWARDS CORPORATIO E S EMPLOYMENT SERVIC E S EMPLOYMENT SERVIC E S EMPLOYMENT SERVIC E S EMPLOYMENT SERVIC E S EMPLOYMENT SERVIC E S EMPLOYMENT SERVIC ELLIS GROUP, INC. EMPIRE ECONOMICS, LLC ENGINEERING VENTURES, I CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION LDSC IMPROV.-SPORTS PARK PUB:SPANISH CITIZENS GUIDE(25) CONTROLLER'S CONFIRMATION FEE COMPLIANCE FEE - HELIUM TANKS STREET SIGNS & MISC HARDWARE BAGELS FOR EMPLOYEE BRKFST6/30 FUEL EXPENSE FOR CITY VEHICLES FUEL EXPENSE FOR CITY VEHICLES TITLE GUARANTEE-KR PALM PLAZA TITLE GUARANTEE-KR PALM PLAZA REFUND:SIMMING LESSONS JULY 4 SOUVENIR CUPS/BEVERAGES ENTERTAINMENT-O.T. FESTIVITIES ENTERTAINMENT-O.T. FESTIVITIES LASERFICHE SUPPORT RENEWAL FOLDABLE MESSAGE BOARD FREIGHT SALES TAX MICROFICHE ANNUAL SUBSCRIPTION SALES TAX REFUND:SECURITY DEPOSIT ADD~TL RENTAL HOURS SUPPLIES FOR GRAFFITI REMOVAL TEMP HELP (2)W/E 6/5 DONAHOE TEMP HELP (2)W/E 5/22 DEGANGE TEMP HELP (2)W/E 5/22 DEGANGE TEMP HELP (2)W/E 5/22 SERVEN TEMP HELP (2)W/E 5/22 SERVEN TEMP HELP (2)W/E 5/22 SERVEN MAY APPRAISAL SRVCS-PALA RD MARKET STUDY CFD 98-01 WINCH. APR-MAY DESIGN SRVCS-SIDEWALK ACCOUNT NUMBER 190-180-999-5415 280-199-999-5228 001-140-999-5220 190-183-999-5370 190-180-999-5212 001-150-999-5265 001-161-999-5263 001-120-999-5262 001-1280 001-1280 190-183-4975 190-183-999-5370 280-199-999-5362 280-199-999-5362 320-199-999-5211 190-180-999-5301 190-180-999-5301 190-180-999-5301 320-199-999-5211 320-199-999-5211 190-2900 190-183-4990 001-164-601-5218 001-161-999-5118 001-161-999-5118 001-161-999-5118 190-180-999-5118 193-180-999-5118 001-164-603-5118 210-165-631-5700 001-2641 210-165-695-5802 ITEM AMOUNT 2,336.00 66.00 100.00 3.50 84.13 79.09 8.68 14.45 1,274.00 1,274.00 25.00 264.41 200.00 150.00 5,390.00 98.00 19.95 7.11 288.75 22.38 100.00 40.00- 58.72 3,185.88 578.34 2,200.86 747.20 373.60 373.60 9,760.00 4,000.00 1,008.05 PAGE 2 CHECK AMOUNT 4,533.00 66.00 100.00 3.50 84.13 79.09 23.13 2,548.00 25.00 264.41 350.00 5,390.00 125.06 311.13 60.00 58.72 7,459.48 9,760.00 4,000.00 1,008.05 VOUCHRE2 06/25/98 13:06 CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR NUMBER DATE NUMBER NAME ITEM ACCOUNT ITEM CHECK DESCRIPTION NUMBER AMOUNT AMOUNT 50065 06/25/98 002517 ERNIE B~S EMPLOYEE BREAKFAST MTG 6/30 001-150-999-5265 618.75 618.75 50066 06/25/98 000164 ESGIL CORPORATION MAY PLAN CHECK SERVICES 001-162-999-5248 8,855.93 8,855.93 50067 06/25/98 000165 50067 06/25/98 000165 50067 06/25/98 000165 50067 06/25/98 000165 50067 06/25/98 000165 FEDERAL EXPRESS, INC. FEDERAL EXPRESS, INC. FEDERAL EXPRESS, INC. FEDERAL EXPRESS, INC. FEDERAL EXPRESS, INC. EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES 001-162-999-5230 81.50 001-140-999-5230 12.50 001-110-999-5230 18.25 190-180-999-5230 23.25 280-1990 29.75 165.25 50068 06/25/98 002832 FENCE BUILDERS RES. IMPROV. PROM. CASTELLON 165-199-813-5804 2,000.00 2,000.00 50069 06/25/98 001989 50069 06/25/98 001989 50069 06/25/98 001989 50069 06/25/98 001989 FOX NETWORK SYSTEMS, IN FOX NETWORK SYSTEMS, IN FOX NETWORK SYSTEMS~ IN FOX NETWORK SYSTEMS, IN COMPUTER EQUIPMENT 320-199-999-5242 423.30 COMPUTER EQUIPMENT SUPPLIES 320-199-999-5242 238.00 FREIGHT 320-199-999-5242 9.00 SALES TAX 320-199-999-5242 51.25 721.55 50070 06/25/98 000170 50070 06/25/98 000170 50070 06/25/98 000170 50070 06/25/98 000170 FRANKLIN QUEST COMPANY, FRANKLIN QUEST COMPANY, FRANKLIN QUEST COMPANY, FRANKLIN QUEST COMPANY, DAY PLANNER BINDERS & REFILLS DAY PLANNER BINDERS & REFILLS TAX AND SHIPPING/HANDLING SALES TAX 001-110-999-5220 28.00 001-110-999-5220 8.30 001-110-999-5220 6.40 001-110-999-5220 3.31 46.01 50071 06/25/98 000184 50071 06/25/98 000184 50071 06/25/98 000184 50071 06/25/98 000184 G T E CALIFORNIA - PAYM G T E CALIFORNIA - PAYM G T E CALIFORNIA - PAYM G T E CALIFORNIA - PAYM 909-197-5072-JUN-GENERAL USAGE 909-676-0783-JUN-GENERAL USAGE 909-676-6243-JUN-PALA COMM PRK 909-699-8632-JUN-GENERAL USAGE 320-199-999-5208 3,627.80 320-199-999-5208 66.70 320-199-999-5208 29.68 320-199-999-5208 30.33 3,754.51 50072 06/25/98 001937 GALLS, INC. CELLULAR PHONE CLIP ON HOLSTER 280-199-999-5220 18.98 18.98 50073 06/25/98 000192 50073 06/25/98 000192 50073 06/25/98 000192 50073 06/25/98 000192 50073 06/25/98 000192 50073 06/25/98 000192 50073 06/25/98 000192 GLOBAL COMPUTER SUPPLIE GLOBAL COMPUTER SUPPLIE GLOBAL COMPUTER SUPPLIE GLOBAL COMPUTER SUPPLIE GLOBAL COMPUTER SUPPLIE GLOBAL COMPUTER SUPPLIE GLOBAL COMPUTER SUPPLIE MISC COMPUTER SUPPLIES 320-199-999-5221 104.85 MISC COMPUTER SUPPLIES 320-199-999-5221 399.90 MISC COMPUTER SUPPLIES 320-199-999-5242 99.95 FREIGHT 320-199-999-5221 15.87 FREIGHT 320-199-999-5242 2.73 SALES TAX 320-199-999-5221 40.80 SALES TAX 320-199-999-5242 7.02 671.12 50074 06/25/98 000180 GRAYBAR ELECTRIC COMPAN MISC COMPUTER SUPPLIES 50074 06/25/98 000180 GRAYBAR ELECTRIC COMPAN MISC COMPUTER SUPPLIES 320-199-999-5221 483.35 320-199-999-5221 246.53 729.88 50075 06/25/98 000366 HARRINGTON, KEVIN REIMB: SAFETY COURSE 6/10-12 190-180-999-5261 64.78 64.78 50076 06/25/98 001517 HEALTH & HUMAN RESOURCE EMPLOYEE ASSISTANCE PRGM 001-150-999-5250 365.65 365.65 50077 06/25/98 000194 50077 06/25/98 000194 50077 06/25/98 000194 50077 06/25/98 000194 I C M A RETIREMENT TRUS I C M A RETIREMENT TRUS I C M A RETIREMENT TRUS I C M A RETIREMENT TRUS 000194 DEF COMP 001-2080 1,537.83 000194 DEF COMP 165-2080 18.74 000194 DEF COMP 190-2080 200.00 000194 DEF COMP 280-2080 6.26 1,762.83 50078 06/25/98 001429 INACOM INFORMATION SYST MISC. COMPUTER EQUIPMENT 320-199-999-5242 245.00 50078 06/25/98 001429 INACOM INFORMATION SYST NETWORK COMPUTER CARD 320-199-999-5242 77.00 VOUCHRE2 06/25/98 13:06 VOUCHER/ CHECK CHECK VENDOR NUMBER DATE NUMBER 50078 06/25/98 001429 50078 06/25/98 001429 50079 06/25/98 001377 50080 06/25/98 001407 50081 06/25/98 000199 50082 06/25/98 003209 50083 06/25/98 003239 50084 06/25/98 50085 06/25/98 001667 50086 06/25/98 001091 50087 06/25/98 002789 50088 06/25/98 000206 50088 06/25/98 000206 50088 06/25/98 000206 50088 06/25/98 000206 50089 06/25/98 000548 50090 06/25/98 001534 50090 06/25/98 001534 50091 06/25/98 001973 50092 06/25/98 002519 50092 06/25/98 002519 50093 06/25/98 002634 50093 06/25/98 002634 50094 06/25/98 001689 50094 06/25/98 001689 50095 06/25/98 003243 50096 06/25/98 002664 50096 06/25/98 002664 50097 06/25/98 003163 50098 06/25/98 001384 50098 06/25/98 001384 VENDOR NAME INACOM INFORMATION SYST INACOM INFORMATION SYST INLAND EMPIRE MANAGER'S INTER VALLEY POOL SUPPL INTERNAL REVENUE SERV[C IRVINE PHOTO GRAPHICS J & M CONSTRUCTION JOAN SPARKMAN ELEMENTAR KELLY TEMPORARY SERVICE KEYSER MARSTON ASSOC[AT KIMCO STAFFING SOLUTION KINKO~S, INC. KINKO~S, INC, KINKO~S, INC. KINKO'S, INC. KIPLINGER CALIFORNIA LE LA NASTERS OF FINE TRAV LA NASTERS OF FINE TRAV LA SALLE LIGHTING SERV] LAB SAFETY SUPPLY, INC. LAB SAFETY SUPPLY, INC. LITELINES, INC LITELINES, INC MACABRE ELECTRICAL CONS MACABRE ELECTRICAL CONS MANSUR SERVICES, INC MAR-CO INDUSTRIES, INC. MAR-CO INDUSTRIES, INC. MINOLTA BUSINESS SYSTEM MINUTEMAN PRESS MINUTEMAN PRESS CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION FREIGHT SALES TAX MEMBERSHIP DUES FOR 1998 MISC. POOL SUPPLIES - CRC 000199 IRS GARN RDA PHOTOGRAPHS OLD TOWN MURAL PAINTING REFUND:SECURITY DEPOSIT TEMP HELP W/E 6/7 FOWLER APR ANALYSIS SRVCS-PUJOL APTS TEMP HELP W/E 5/3 PERRY PRINTING-4TH OF JULY POSTERS SALES TAX STATIONERY PAPER/MISC SUPPLIES STATIONERY PAPER/MISC SUPPLIES SUBSCRIPTION:KIPLINGER TAX LTR AIR:PATTISON 6/27-7/1GFOA CF AIR:THORSON 6/24-25 CFD CLOSE VARIOUS PARKS-LIGHTING REPAIR HAZMAT SUPPLIES FOR PW MAINT. FREIGHT (8)FLOODLIGHT MONUMENT SIGNS SALES TAX PRGSS PMT:RC/MEADOWS PKWY SIGN RETENTION:RC/MEADOWS SIGNAL REMODEL-CASHIER'S AREA PREVENTITIVE MAINT ON TRACTOR PREVENTITIVE MAINT ON TRACTOR COPIER RENTAL AT THE CRC QTY 3000 CITY SEAL ENVELOPES QTY 3000 CITY SEAL ENVELOPES ACCOUNT NUMBER 320-199-999-5242 320-199-999-5242 001-110-999-5226 190-182-999-5212 001-2140 280-199-999-5250 280-199-813-5804 190-2900 001-150-999-5118 165-199-999-5250 001-150-999-5118 190-183-999-5370 190-183-999-5370 190-180-999-5222 330-199-999-5220 280-199-999-5228 001-140-999-5258 001-1280 190-180-999-5212 001-164-601-5430 001-164-601-5430 210-199-130-5804 210-199-130-5804 210-165-690-5804 210-2035 001-140-999-5601 190-182-999-5215 190-182-999-5215 190-182-999-5239 280-199-999-5222 165-199-999-5222 ITEM AMOUNT 5.78 25.41 20.00 118.53 317.54 326.99 4,500.00 100.00 416.00 1,478.93 52.00 445. O0 34.49 56.78 87.93 38. O0 108.00 247.00 227.00 83. O0 3.88 3,600.00 279. O0 73,478.30 7,347.83- 430. O0 61.00 125.00 181.09 198.92 66.31 PAGE 4 CHECK AMOUNT 353.19 20.00 118.53 317.54 326.99 4,500.00 100.00 416.00 1,478.93 52.00 624.20 38.00 355.00 227.00 86.88 3,879.00 66,130.47 430.00 186.00 181.09 VOUCHRE2 06/25/98 13:06 CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR NUMBER DATE NUMBER NAME ITEM DESCRIPTION ACCOUNT NUMBER ITEM AMOUNT CHECK AMOUNT 50098 06/25/98 001384 MINUTEMAN PRESS 50098 06/25/98 001384 MINUTEMAN PRESS 50098 06/25/98 001384 MINUTEMAN PRESS 50098 06/25/98 001384 MINUTEMAN PRESS 50098 06/25/98 001384 MINUTEMAN PRESS 50098 06/25/98 001384 MINUTEMAN PRESS QTY 1000 CITY SEAL STATIONARY QTY 1000 CITY SEAL STATIONARY SALES TAX SALES TAX B/W BUSINESS CARDS:POLICE DEPT B/W BUSINESS CARDS:MCKEON 280-199-999-5222 165-199-999-5222 280-199-999-5222 165-199-999-5222 001-170-999-5222 001-162-999-5222 44.70 14.90 18.88 6.29 41.21 41.21 432.42 50099 06/25/98 000228 MOBIL CREDIT FINANCE CO FUEL FOR CITY VEHICLES 50099 06/25/98 000228 MOBIL CREDIT FINANCE CO FUEL FOR CITY VEHICLES 001-161-999-5262 001-170-999-5262 13.00 154.29 167.29 50100 06/25/98 003178 NEW WEST SIGNAL 50100 06/25/98 003178 NEW WEST SIGNAL PRGSS PMT:PAUBA TRAFFIC SIGNAL 210-165-692-5804 RETENTION:PAUBA TRAFFIC SIGNAL 210-2035 20,835.45 2,083.55- 18,751.90 50101 06/25/98 002139 NORTH COUNTY TIMES - AT CONSTRUCTION UPDATES ADS 50101 06/25/98 002139 NORTH COUNTY TIMES - AT SPECIAL EVENT ADVERTISING 001-165-999-5256 190-180-999-5254 172.22 82.02 254.24 50102 06/25/98 002100 OBJECT RADIANCE, INC. TCSD INSTRUCTOR EARNINGS 190-183-999-5330 281.12 281.12 50103 06/25/98 002105 50103 06/25/98 002105 50103 06/25/98 002105 OLD TOWN TIRE & SERVICE OLD TOWN TIRE & SERVICE OLD TOWN TIRE & SERVICE CITY VEHICLE REPAIRS & MAINT VEHICLE MAINTENANCE & REPAIR CITY VEHICLE REPAIRS & MAINT 001-165-999-5214 001-163-999-5214 001-163-999-5214 147.61 323.07 178.08 648.76 50104 06/25/98 001354 P C MAGAZINE SUB:T.HAFELI:6/30/98-6/30/99 320-199-999-5228 26.97 26.97 50105 06/25/98 003021 50105 06/25/98 003021 50105 06/25/98 003021 50105 06/25/98 003021 50105 06/25/98 003021 50105 06/25/98 003021 50105 06/25/98 003021 50105 06/25/98 003021 50105 06/25/98 003021 50105 06/25/98 003021 50105 06/25/98 003021 50105 06/25/98 003021 50105 06/25/98 003021 50105 06/25/98 003021 50105 06/25/98 003021 50106 06/25/98 002406 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BUSINESS INTERI PERS (EMPLOYEES' RETIRE PERS (EMPLOYEES' RETIRE PERS (EMPLOYEES' RETIRE PERS (EMPLOYEES' RETIRE PERS (EMPLOYEES' RETIRE PERS (EMPLOYEES' RETIRE PERS (EMPLOYEES' RETIRE PERS (EMPLOYEES' RETIRE PERS (EMPLOYEES' RETIRE JUN CELLULAR PHONE SERVICE JUN CELLULAR PHONE SERVICE JUN CELLULAR PHONE SERVICE JUN CELLULAR PHONE SERVICE JUN CELLULAR PHONE SERVICE JUN CELLULAR PHONE SERVICE JUN CELLULAR PHONE SERVICE JUN CELLULAR PHONE SERVICE JUN CELLULAR PHONE SERVICE JUN CELLULAR PHONE SERVICE JUN CELLULAR PHONE SERVICE JUN CELLULAR PHONE SERVICE JUN CELLULAR PHONE SERVICE JUN CELLULAR PHONE SERVICE JUN CELLULAR PHONE SERVICE FURNITURE RECONFIGURATION-CITY 000246 MLT PERS 000246 PERS RET 000246 PERS RET 000246 PERS RET 000246 PERS RET 000246 PERS RET 000246 PERS RET 000246 PERS RET 000246 PERS RET 001-140-999-5208 001-161-999-5208 001-162-999-5208 001-100-999-5208 001-1990 001-110-999-5208 001-150-999-5208 001-163-999-5208 001-164-601-5208 001-164-604-5208 190-180-999-5208 280-199-999-5208 001-120-999-5208 001-1990 320-199-999-5208 340-199-701-5219 001-2130 001-2390 165-2390 190-2390 191-2390 192-2390 193-2390 194-2390 280-2390 63.29 112.24 110.92 5.63 192.74 107.06 62.30 350.14 109.77 142.87 332.82 40.57 41.07 20.24 117.29 1,690.00 322.43 20,203.09 480.60 3,534.39 13.12 32.40 401.40 195.26 609.98 1,808.95 1,690.00 VOUCHRE2 06/25/98 13:06 CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR NUMBER DATE NUMBER VENDOR NAME ITEM DESCRIPTION ACCOUNT NUMBER ITEM AMOUNT CHECK AMOUNT 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50107 06/25/98 000246 50108 06/25/98 001958 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS LONG TERM CARE PRO 001958 PERS RET PERS RET PERS RET PERS RET PERS-PRE SURVIVOR SURVIVOR SURVIVOR SURVIVOR SURVIVOR SURVIVOR SURVIVOR SURVIVOR SURVIVOR SURVIVOR SURVIVOR SURVIVOR PERS L-T 300-2390 320-2390 330-2390 340-2390 001-2130 001-2390 165-2390 190-2390 191-2390 192-2390 193-2390 194-2390 280-2390 300-2390 320-2390 330-2390 340-2390 001-2122 50.86 650.10 129.58 490.01 263.61 66.27 1.28 13.85 .05 .14 1.54 .84 1.97 .23 1.86 .93 2.18 50.77 27,467.97 50.77 50109 06/25/98 002498 50110 06/25/98 000254 50110 06/25/98 000254 50110 06/25/98 000254 50110 06/25/98 000254 50110 06/25/98 000254 50110 06/25/98 000254 50110 06/25/98 000254 PETRA GEOTECHNICAL, INC PRESS-ENTERPRISE COMPAN PRESS-ENTERPRISE COMPAN PRESS-ENTERPRISE COMPAN PRESS-ENTERPRISE COMPAN PRESS-ENTERPRISE COMPAN PRESS-ENTERPRISE COMPAN PRESS-ENTERPRISE COMPAN APR GEOTECHNICAL SVS:RC/I-15 PUBLIC NOTICE: TCSD PA98-O176:NOTICE-PUBL. HEARING PA98-O205:NOTICE-PUBL.HEARING PUBLIC NOTICE: 21818 PUBLIC NOTICE: 25892 PUBLIC NOTICE: MICROSOFT PUBLIC NOTICE: PRINTERS 210-165-601-5801 001-120-999-5256 001-161-999-5256 001-161-999-5256 001-120-999-5256 001-120-999-5256 001-120-999-5256 001-120-999-5256 9o404.07 137.24 17.25 20.50 5.75 6.00 12.50 12.50 9,404.07 211.74 50111 06/25/98 001938 PRICE, JOAN F. RECORDING SECRETARY-JOAN PRICE 280-199-999-5250 50.00 50.00 50112 06/25/98 002110 PRIME EQUIPMENT EQUIPMENT RENTAL-PARKS 190-180-999-5238 104.59 104.59 50113 06/25/98 000255 PRO LOCK & KEY LOCKSMITH SERVICES - CRC 190-182-999-5250 87.00 87.00 50114 06/25/98 002930 50114 06/25/98 002930 50114 06/25/98 002930 50114 06/25/98 002930 50114 06/25/98 002930 50115 06/25/98 002012 50115 06/25/98 002012 50115 06/25/98 002012 50116 06/25/98 000981 50117 06/25/98 50118 06/25/98 002072 PRUDENTIAL OVERALL SUPP PRUDENTIAL OVERALL SUPP PRUDENTIAL OVERALL SUPP PRUDENTIAL OVERALL SUPP PRUDENTIAL OVERALL SUPP R D 0 EQUIPMENT CO. R D 0 EQUIPMENT CO. R D 0 EQUIPMENT CO. R H F INC. RAJEC, OLGA RANCHO CALIF WATER DIST FLOOR MAT RENTAL @ CITY HALL FLOOR MAT RENTAL @ CRC FLOOR MAT RENTAL @ MAINT. FAC. FLOOR MAT RENTAL @ SR CENTER FLOOR MAT RENTAL @ TCC HEAVY DUTY BLADE FOR BACK HOE FREIGHT SALES TAX RADAR EQUIPMENT REPAIR & MAINT REFUND: SWIMMING CLASS PLAN CHECK FEES FOR DUCK POND 340-199-701-5250 190-182-999-5250 340-199-702-5212 190-181-999-5250 190-184-999-5250 001-164-601-5218 001-164-601-5218 001-164-601-5218 001-170-999-5215 190-183-4975 210-190-143-5802 112.00 107.00 43.60 54.28 69.40 216.82 34.30 19.47 100.54 35.00 1,500.00 386.28 270.59 100.54 35.00 1,500.00 VOUCHRE2 CITY OF TEMECULA 06/25/98 13:06 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT CHECK AMOUNT 50119 06/25/98 000262 RANCHO CALIFORNIA WATER VARIOUS WATER METERS 190-180-999-5240 1,693.32 50119 06/25/98 000262 RANCHO CALIFORNIA WATER VARIOUS WATER METERS 191-180-999-5240 25.18 50119 06/25/98 000262 RANCHO CALIFORNIA WATER VARIOUS WATER METERS 193-180-999-5240 3~036.39 50120 06/25/98 003102 REDDY ICE COMPANY ICE & ICE BOX FOR 4TH OF JULY 190-183-999-5370 247.83 4,754.89 247.83 50121 06/25/98 000411 RIVERSIDE CO. FLOOD CON ENCROACHMENT PRMT:OLD TWN STSC 280-199-824-5802 1,150.00 1,150.00 50122 06/25/98 001592 RIVERSIDE CO. INFORMATI RADIO RENTAL FOR CODE ENFORCE 001-162-999-5238 361.55 361.55 50123 06/25/98 000406 RIVERSIDE CO. SHERIFF'S APRIL 98 BIKE PATROL 001-170-999-5326 690.24 50123 06/25/98 000406 RIVERSIDE CO. SHERIFF'S MAY 98 BIKE PATROL 001-170-999-5326 3,537.48 4,227.72 50124 06/25/98 002181 RIVERSIDE CONSTRUCTION MAY PRGSS:RANCHO CAL/I-15 BRDG 210-165-601-5804 405,792.14 50124 06/25/98 002181 RIVERSIDE CONSTRUCTION RETENTION:MAY PRGSS:RANCHO/115 210-2035 40~579.21- 50125 06/25/98 000278 SAN DIEGO UNION TRIBUNE RECRUITMENT ADVERTISING 001-150-999-5254 518.65 365o212.93 518.65 50126 06/25/98 002285 SCANTRON CORP SCANTRON FORMS- BUILD & SAFETY 001-162-999-5222 1,328.00 50126 06/25/98 002285 SCANTRON CORP FREIGHT 001-162-999-5222 41.00 50126 06/25/98 002285 SCANTRON CORP SALES TAX 001-162-999-5222 103.39 50127 06/25/98 000519 SOUTH COUNTY PEST CONTR PEST CNTRL SERVS- TCC 190-184-999-5250 36.00 50127 06/25/98 000519 SOUTH COUNTY PEST CONTR PEST CNTRL SERVS- SR CENTER 190-181-999-5250 58.00 1,472.39 94.00 50128 06/25/98 000537 SOUTHERN CALIF EDISON 2-07-626-6063 RANCHO VISTA SPR 193-180-999-5240 87.39 50128 06/25/98 000537 SOUTHERN CALIF EDISON 2-02-351-6800 VARIOUS METERS 191-180-999-5240 39.74 127.13 50129 06/25/98 001212 SOUTHERN CALIF GAS COMP 021 725 0775 4 SR CENTER 190-181-999-5240 51.50 50129 06/25/98 001212 SOUTHERN CALIF GAS COMP 091 024 9300 5 CRC 190-182-999-5240 1,272.74 50129 06/25/98 001212 SOUTHERN CALIF GAS COMP 095 167 7907 2 FIRE STATION 001-171-999-5240 95.46 50129 06/25/98 001212 SOUTHERN CAL[F GAS COMP 101 525 0950 0 TCC 190-184-999-5240 19.93 50129 06/25/98 001212 SOUTHERN CALIF GAS COMP 133 040 7373 0 CITY HALL 340-199-701-5240 21.40 50130 06/25/98 000465 STRADLEY, MARY KATHLEEN TCSD INSTRUCTOR EARNINGS 190-183-999-5330 292.00 50130 06/25/98 000465 STRADLEY, MARY KATHLEEN TCSD INSTRUCTOR EARNINGS 190-183-999-5330 148.00 1,461.03 440.00 50131 06/25/98 IALIAN, RITA REFUND: GYMNASTICS 190-183-4982 34.00 34.00 50132 06/25/98 000305 TARGET STORE MISC SUPPLIES FOR RECREATION 190-180-999-5301 119.14 50132 06/25/98 000305 TARGET STORE MISC. CAMERA SUPPLIES - CIP 001-165-999-5220 276.96 50132 06/25/98 000305 TARGET STORE MISC SUPPLIES FOR RECREATION 190-180-999-5301 184.43 580.53 50133 06/25/98 TEMECULA SUNRISE ROTARY REFUND: SECURITY DEPOSIT 190-2900 100.00 50133 06/25/98 TEMECULA SUNRISE ROTARY REFUND: SECURITY DEPOSIT 190-183-4990 10.00 50134 06/25/98 000307 TEMECULA TROPHY COMPANY CERTIFICATE FOLDERS 001-120-999-5220 310.00 50134 06/25/98 000307 TEMECULA TROPHY COMPANY DiE SET UP CHARGE 001-120-999-5220 50.00 50134 06/25/98 000307 TEMECULA TROPHY COMPANY SALES TAX 001-120-999-5220 27.90 50135 06/25/98 000919 TEMECULA VALLEY UNIFIED REFUND: POOL RENTAL 190-183-4975 19.25 110.00 387.90 19.25 VOUCHRE2 06/25/98 VOUCHER/ CHECK NUMBER 50136 50137 50137 50137 50138 50139 50139 50139 50139 50139 50139 50139 50139 50139 50139 50140 50140 50140 50140 50140 50141 50141 50141 50141 50141 50141 50141 50142 50142 50142 50143 50144 50145 50146 50146 50147 50147 50148 50148 50148 13:06 CHECK DATE 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 06/25/98 VENDOR NUMBER 003115 000320 000320 000320 000459 001065 001065 001065 001065 001065 001065 001065 001065 001065 001065 000389 000389 000389 000389 000389 000325 000325 000325 000325 000325 000325 000325 000326 000326 000326 001890 001342 001342 002109 002109 000345 000345 000345 VENDOR NAME TENG, NATHAN TOWNE CENTER STATIONERS TOWNE CENTER STATIONERS TOWNE CENTER STATIONERS TUMBLE JUNGLE FITNESS/G U S C M /PEBSCO (DEF. C U S C M /PEBSCO (DEF. C U S C M /PEBSCO (DEF. C U S C M /PEBSCO (DEF. C U S C M /PEBSCO (DEF. C U S C M /PEBSCO (DEF. C U S C M /PEBSCO (DEF. C U S C M /PEBSCO (DEF. C U S C M /PEBSCO (DEF. C U S C M /PEBSCO (DEF. C CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION TCSD INSTRUCTOR EARNINGS MISC OFFICE SUPPLIES-CIP MISC OFFICE SUPPLIES-PW ADMIN MISC OFFICE SUPPLIES-CIP TCSD INSTRUCTOR EARNINGS 001065 DEF COMP 001065 DEF COMP 001065 DEF COMP 001065 DEF COMP 001065 DEF COMP 001065 DEF COMP 001065 DEF COMP 001065 DEF COMP 001065 DEF COMP 001065 DEF COMP U S C M /PEBSCO (OBRA) 000389 PT RETIR U S C M /PEBSCO (OBRA) 000389 PT RETIR U S C M /PEBSCO (OBRA) 000389 PT RETIR U S C M /PEBSCO (OBRA) 000389 PT RETIR U S C M /PEBSCO (OBRA) 000389 PT RETIR UNITED WAY UNITED WAY UNITED WAY UNITED WAY UNITED WAY UNITED WAY UNITED WAY UNITOG RENTAL SERVICE, UNITOG RENTAL SERVICE, UNITOG RENTAL SERVICE, VILTER, MARNIE VINCENT, CHRISTINA VORTEX DOORS WAXIE SANITARY SUPPLY, WAXIE SANITARY SUPPLY, WHITE CAP WHITE CAP XEROX CORPORATION BILLI XEROX CORPORATION BILLI XEROX CORPORATION BILLI 000325 UW 000325 UW 000325 UW 000325 UW 000325 UW 000325 UW 000325 UW UNIFORM CLEANING FOR PW UNIFORM RENTAL SERVS- TCSD FLOOR MAT RENTAL @ CRC REFUND: SWIM CLASS REFUND: DAY CAJ4P NEW DOOR-SPORTS PARK SNACK BAR MAINTENANCE SUPPLIES FOR TCC MAINTENANCE SUPPLIES FOR TCC MISC. PW MAINTENANCE SUPPLIES MISC. PW MAINTENANCE SUPPLIES APR LEASE AGREEMENT-FIERY 200 FAX TONER FOR CITY CLERK DEPT SALES TAX ACCOUNT NUMBER 190-183-999-5330 001-165-999-5220 001-164-604-5220 001-165-999-5220 190-183-999-5330 001-2080 165-2080 190-2080 192-2080 193-2080 194-2080 280-2080 300-2080 320-2080 340-2080 001-2160 165-2160 190-2160 280-2160 340-2160 001-2120 165-2120 190-2120 192-2120 193-2120 194-2120 340-2120 001-164-601-5243 190-180-999-5243 190-180-999-5243 190-183-4975 190-183-4984 190-180-999-5212 190-184-999-5212 190-184-999-5212 001-164-601-5218 001-163-999-5218 330-199-999-5239 330-199-999-5217 330-199-999-5217 ITEM AMOUNT 156.00 9.00 48.56 21.77 699.20 3,904.06 21.73 1,252.53 .75 24.99 90.83 188.40 10.00 666.66 154.83 572.38 125.17 1,250.22 38.32 73.36 152.00 1.00 24.80 .15 .75 4.00 .30 181.56 81.70 40.80 35.00 20.00 795.00 250.00 331.14 54.19 16.80 110.00 105.00 8.14 PAGE 8 CHECK AMOUNT 156.00 79.33 699.20 6,314.78 2,059.45 183.00 304.06 35.00 20.00 795.00 581.14 70.99 223.14 TOTAL CHECKS 662,082.06 VOUCHRE2 06/26/98 10:44 CiTY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE FUND TITLE 001 GENERAL FUND 165 RDA DEV- LOW/MOO SET ASIDE 190 COMMUNITY SERVICES DISTRICT 210 CAPITAL iMPROVEMENT PROJ FUND 280 REDEVELOPMENT AGENCY - 300 iNSURANCE FUND AMOUNT 29,892.51 8,645.64 623.13 2,344.00 430.25 10,493.05 TOTAL 52,428.58 VOUCHRE2 06/26/98 VOUCHER/ CHECK HUMBER 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 50149 10:44 CHECK DATE 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 06/26/98 VENDOR NUMBER 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 002412 VENDOR NAME RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS, RICHARDS, RICHARDS, RICHARDS, RICHARDS, RICHARDS, RICHARDS, RICHARDS, RICHARDS, RICHARDS, RICHARDS, RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS RICHARDS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS WATSON & GERS CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES MAY 1998 LEGAL SERVICES CREDIT:JAN-FEB LEGAL SERVICES CREDIT:JAN-FEB LEGAL SERVICES ACCOUNT NUMBER 001-130-999-5246 001-130-999-5246 001-130-999-5246 001-130-999-5246 190-180-999-5246 001-1280 001-130-999-5246 001-1280 001-130-999-5246 001-2641 210-165-631-5801 001-130-999-5246 300-199-999-5246 300-199-999-5246 001-130-999-5246 300-199-999-5246 300-199-999-5246 300-199-999-5246 300-199-999-5246 001-130-999-5246 001-1280 300-199-999-5246 280-199-999-5246 165-199-999-5246 165-199-999-5246 165-199-999-5246 001-130-999-5246 001-1280 ITEM AMOUNT 7,471.90 502.95 719.50 5,514.95 623.13 3,899.75 519.00 2,405.57 1,717.60 3,164.00 2,344.00 1,258.00 1,265.00 1,427.53 1,176.41 1,585.25 136.50 1,866.63 1,011.25 1,821.91 3,527.47 3,200.89 430.25 238.00 112.00 8,295.64 322.50- 3,484.00- PAGE 1 CHECK AMOUNT 52,428.58 TOTAL CHECKS 52,428.58 VOUCHRE2 07/02/98 09:59 CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE FUND TITLE 001 GENERAL FUND 165 RDA DEV- LOW/MOD SET ASIDE 190 COMMUNITY SERVICES DISTRICT 191 TCSD SERVICE LEVEL A 192 TCSD SERVICE LEVEL B 193 TCSD SERVICE LEVEL C 194 TCSD SERVICE LEVEL D 195 TCSD SERVICE LEVEL R 210 CAPITAL IMPROVEMENT PROJ FUND 280 REDEVELOPMENT AGENCY - CIP 300 INSURANCE FUND 320 INFORMAT[ON SYSTEMS 330 SUPPORT SERVICES 340 FACILITIES AMOUNT 122,106.28 748.21 38,509.71 772.77 32.88 1,565.58 1,033,039.09 2,270.00 5,000.00 175,975.34 1,524.48 7,100.51 1,488.94 3,652.47 TOTAL 1,393,786.26 VOUCHRE2 CITY OF TEMECULA 07/02/98 09:59 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT NUMBER DATE NUMBER NAME DESCRIPTION NUMBER ITEM AMOUNT CHECK AMOUNT 50150 06/30/98 003059 COSTCO COMPANIES~ INC EQUIPMENT FOR COUNCIL CHAMBERS 340-199-701-5242 161.61 161.61 180388 06/30/98 000444 INSTATAX (EDD) 000444 SDI 001-2070 180388 06/30/98 000444 INSTATAX (EDD) 000444 SDI 165-2070 180388 06/30/98 000444 INSTATAX (EDD) 000444 SDI 190-2070 180388 06/30/98 000444 INSTATAX (EDD) 000444 SDI 280-2070 180388 06/30/98 000444 INSTATAX (EDD) 000444 SDI 340-2070 180388 06/30/98 000444 INSTATAX (EDD) 000444 STATE 001-2070 180388 06/30/98 000444 INSTATAX (EDD) 000444 STATE 165-2070 180388 06/30/98 000444 INSTATAX (EDD) 000444 STATE 190-2070 180388 06/30/98 000444 INSTATAX (EDD) 000444 STATE 191-2070 180388 06/30/98 000444 INSTATAX (EDD) 000444 STATE 192-2070 180388 06/30/98 000444 INSTATAX (EDD) 000444 STATE 193-2070 180388 06/30/98 000444 INSTATAX (EDD) 000444 STATE 194-2070 180388 06/30/98 000444 INSTATAX (EDD) 000444 STATE 280-2070 180388 06/30/98 000444 INSTATAX (EDD) 000444 STATE 300-2070 180388 06/30/98 000444 INSTATAX (EDD) 000444 STATE 320-2070 180388 06/30/98 000444 INSTATAX (EDD) 000444 STATE 330-2070 180388 06/30/98 000444 INSTATAX (EDD) 000444 STATE 340-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 001-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 165-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 190-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 191-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 192-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 193-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 194-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 280-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 300-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 320-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 330-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 340-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 001-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 165-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 190-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 191-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 192-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 193-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 194-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 280-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 300-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 320-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 330-2070 193398 06/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 340-2070 50153 07/02/98 002410 A WOMAN'S TOUCH BUILDIN JUN JANITORIAL SERVICES-PARKS 190-180-999-5250 50154 07/02/98 001700 A+ TEACHING MATERIALS SUPPLIES FOR TINY TOTS CLASS 190-183-999-5320 50154 07/02/98 001700 A+ TEACHING MATERIALS SUPPLIES FOR TINY TOTS CLASS 190-183-999-5320 50154 07/02/98 001700 A+ TEACHING MATERIALS SUPPLIES FOR DAY CAMP 190-183-999-5340 38.17 2.96 83.42 .76 4.89 4~832.74 171.63 954.11 1.55 3.77 65.59 35.07 146.14 13.50 133.64 29.93 107.24 17,994.66 461.98 4~412.48 8.84 22.97 322.47 180.58 439.61 34.97 578.23 127.77 505.87 4,101.02 111.64 1,214.78 2.38 6.14 78.59 41.04 117.70 10.80 120.24 30.68 124.73 1,933.00 77.36 18.86 49.93 6,625.11 31,050.17 1,933.00 146.15 VOUCHRE2 CITY OF TEMECULA 07/02/98 09:59 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM NUMBER DATE NUMBER NAME DESCRIPTION ACCOUNT NUMBER ITEM AMOUNT CHECK AMOUNT 50155 07/02/98 002348 A-PARK AVENUE BUILDERS C/O #1 CITYWIDE A.C. REPAIRS 50156 07/02/98 000747 AMERICAN PLANNING ASSOC MEMBERSHIP PLANNING BOARD 98 001-164-601-5402 001-161-999-5226 1,500.00 395.00 1,500.00 395.00 50157 07/02/98 003267 ANDREWS AUDIO VIDEO REPAIR POLICE VCR 001-170-999-5215 70.00 70.00 50158 07/02/98 000101 APPLE ONE, INC. TEMP HELP W/E 6/13 WILLIAMS 280-199-999-5362 312.83 312.83 50159 07/02/98 003203 ARTISTIC EMBROIDERY 50159 07/02/98 003203 ARTISTIC EMBROIDERY 50159 07/02/98 003203 ARTISTIC EMBROIDERY 50159 07/02/98 003203 ARTISTIC EMBROIDERY 50159 07/02/98 003203 ARTISTIC EMBROIDERY EMPLOYEE WORK SHIRTS - TCSD EMPLOYEE WORK SHIRTS - TCSD EMPLOYEE WORK SHIRTS - TCSD EMPLOYEE WORK SHIRTS - TCSD SALES TAX 190-180-999-5243 190-180-999-5243 190-180-999-5243 190-180-999-5243 190-180-999-5243 408.00 75.00 314.50 58.50 66.34 922.34 50160 07/02/98 003258 50160 07/02/98 003258 50160 07/02/98 003258 50160 07/02/98 003258 AVCOM TECHNOLOGIES, INC AVCOM TECHNOLOGIES, INC AVCOM TECHNOLOGIES, INC AVCOM TECHNOLOGIES~ INC UPGRADE FOR AUTOCAD LABOR / INSTALLATION FREIGHT SALES TAX 320-1980 320-1980 320-1980 320-1980 695.00 170.00 12.51 53.86 931.37 50161 07/02/98 000122 B S N SPORTS 50161 07/02/98 000122 B S N SPORTS SPORTS & GAME ROOM EQUIPMENT SPORTS & GAME ROOM EQUIPMENT 190-182-999-5301 190-183-999-5380 133.22 133.22 266.44 50162 07/02/98 000622 50162 07/02/98 000622 50162 07/02/98 000622 BANTA ELECTRIC-REFRIGER BANTA ELECTRIC-REFRIGER BANTA ELECTRIC-REFRIGER 50163 07/02/98 BLUE HAVEN POOLS 50163 07/02/98 BLUE HAVEN POOLS ELECTRICAL SERVICES-CITY HALL ELECTRICAL SERVICES-CITY HALL ELECTRICAL SERVICES-CITY HALL REFUND PERMIT 898-0853 REFUND PERMIT 898-0853 340-199-701-5212 340-199-701-5610 340-199-701-5610 001-2290 001-162-4285 250.00 120.43 2,125.00 .95 230.80 2,495.43 231.75 50164 07/02/98 BOY SCOUTS OF AMERICA PUJOL ST 4TH JULY FESTIVITIES 001-110-999-5223 100.00 100.00 50165 07/02/98 001414 BRADLEY, RONALD E. 50166 07/02/98 003138 CAL MAT REIMB:CFD88-12 CLOSING:06/24 A.C. FOR PUBLIC WORKS MAINT 001-100-999-5258 001-164-601-5218 73.00 164.05 73.00 164.05 50167 07/02/98 000674 50168 07/02/98 000126 50168 07/02/98 000126 50168 07/02/98 000126 50168 07/02/98 000126 50168 07/02/98 000126 50169 07/02/98 002534 50170 07/02/98 50171 07/02/98 003029 50172 07/02/98 50172 07/02/98 CALIFORNIA CONTRACT CIT CALIFORNIA LANDSCAPE MA CALIFORNIA LANDSCAPE MA CALIFORNIA LANDSCAPE MA CALIFORNIA LANDSCAPE MA CALIFORNIA LANDSCAPE MA CATERERS CAFE, THE CHAVEZ, MARY P. CHICAGO TITLE COMPANY COACHELLA, CITY OF COACHELLA, CITY OF ANNUAL MEMBERSHIP DUES 98/99 TREE TRIMMING-CITY WIDE MAY BALLFIELD MAINT T.M.S. LDSC IMPROV. PALOMA DEL SOL LDSC IMPROV. PALOMA DEL SOL LDSC IMPROV. R.C. SPORTS PARK B & S SAFETY STFF MTG-REFRESHT REFUND:DEL MAR EXCURSION TITLE GUARANTEE-KR PALM PLAZA LEAGUE MTG 7/13 JONES & STONE LEAGUE MTG 7/13 JONES & STONE 001-100-999-5226 193-180-999-5415 190-180-999-5415 190-180-999-5415 190-180-999-5415 190-180-999-5415 001-162-999-5261 190-183-4986 001-1280 001-100-999-5260 001-120-999-5260 560.00 730.00 920.00 47.00 245.00 1,140.00 83.25 10.00 1,274.00 16.00 16.00 560.00 3,082.00 83.25 10.00 1,274.00 32.00 VOUCHRE2 07/02/98 09:59 CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR NUMBER DATE NUMBER NAME ITEM DESCRIPTION ACCOUNT NUMBER ITEM AMOUNT CHECK AMOUNT 50173 07/02/98 001193 COMP USA 50173 07/02/98 001193 COMP USA 50173 07/02/98 001193 COMP USA 50173 07/02/98 001193 COMP USA 50173 07/02/98 001193 COMP USA 50173 07/02/98 001193 COMP USA 50173 07/02/98 001193 COMP USA 50173 07/02/98 001193 COMP USA 50173 07/02/98 001193 COMP USA INC. MISC COMPUTER SUPPLIES 320-199-999-5242 INC. MISC COMPUTER SUPPLIES 320-199-999-5242 INC. MISC COMPUTER SUPPLIES 320-199-999-5242 INC. MISC COMPUTER SUPPLIES 320-199-999-5242 INC. MISC COMPUTER SUPPLIES 320-199-999-5242 INC. MISC COMPUTER SUPPLIES 320-199-999-5242 INC. MISC COMPUTER SUPPLIES 320-199-999-5242 INC. SALES TAX 320-199-999-5242 INC. SALES TAX 320-199-999-5242 106.30 269.65 137.50 399.98 90.66 87.45 79.20 50.16 40.58 1,261.48 50174 07/02/98 003252 CONTRACT SERVICES CORP. MISC JANITORIAL SUPPLIES 50174 07/02/98 003252 CONTRACT SERVICES CORP. MISC JANITORIAL SUPPLIES 190-180-999-5212 190-180-999-5212 189.42 35.02 224.44 50175 07/02/98 003059 COSTCO COMPANIES~ INC PUJOL ST 4TH OF JULY PICNIC 001-110-999-5223 550.00 550.00 50176 07/02/98 002413 DALEY & HEFT MAR-MAY LEGAL SERVICES-CLAIMS 300-199-999-5246 1,465.21 1,465.21 50177 07/02/98 001393 DATA TICKET~ INC. APR PRKG CITATION PROCESSING 001-140-999-5250 50177 07/02/98 001393 DATA TICKET, INC. APR PRKG CITATION PROCESSING 001-170-999-5250 112.00 112.00 224.00 50178 07/02/98 003275 DESERT JUICE SMOOTHIES FOR CITY PICNIC 001-150-999-5265 100.00 100.00 50179 07/02/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP (2)W/E 6/19 MILES 001-163-999-5118 50179 07/02/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP (2)W/E 6/19 MILES 001-164-604-5118 50179 07/02/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP (2)W/E 6/5 DE GANGE 001-161-999-5118 50179 07/02/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP (2)W/E 6/5 SERVEN 190-180-999-5118 50179 07/02/98 001380 E $ I EMPLOYMENT SERVIC TEMP HELP (2)W/E 6/5 SERVEN 193-180-999-5118 50179 07/02/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP (2)W/E 6/5 SERVEN 001-164-603-5118 293.60 587.20 2,779.20 737.86 368.93 368.93 5,135.72 50180 07/02/98 002939 ENVIRONMENTAL SYSTEMS R SUPPORT SRVCS GIS SOFTWARE 001-164-602-5250 349.00 349.00 50181 07/02/98 001313 FAGAN, MATTHEW REIMB:GENERAL PLAN:06/05/98 001-161-999-5258 94.65 94.65 50182 07/02/98 000184 G T E CALIFORNIA - PAYM 909-676-3526 JUN CITY F. ALARM 320-199-999-5208 50182 07/02/98 000184 G T E CALIFORNIA - PAYM 909-693-0956 JUN GENERAL USAGE 320-199-999-5208 50182 07/02/98 000184 G T E CALIFORNIA - PAYM 909-694-4354 JUN PALA COMM PRK 320-199-999-5208 50182 07/02/98 000184 G T E CALIFORNIA - PAYM 909-694-4356 JUN HINTERGARDT 320-199-999-5208 50182 07/02/98 000184 G T E CALIFORNIA - PAYM 909-695-3564 JUN CITY ALARM 320-199-999-5208 50182 07/02/98 000184 G T E CALIFORNIA - PAYM 909'699-7945 JUN CRC F. ALARM 320-199-999-5208 85.99 29.52 32.50 31.65 57.63 57.33 294.62 50183 07/02/98 000351 GILLISS, MAX C.M. JUN PROF SRVCS-PALA RD BRIDGE 210-165-631-5801 50183 07/02/98 000351 GILLISSo MAX C.M. JUNE 98 CONSULTING SERVICES 001-110-999-5248 50183 07/02/98 000351 GILLISSo MAX C.M. JUNE 98 CONSULTING SERVICES 001-164-604-5248 50184 07/02/98 002528 GLASS BLASTERS NEW EMPLOYEE COFFEE CUP 001-150-999-5265 50184 07/02/98 002528 GLASS BLASTERS SALES TAX 001-150-999-5265 50184 07/02/98 002528 GLASS BLASTERS NEW EMPLOYEE COFFEE CUP 001-150-999-5265 50184 07/02/98 002528 GLASS BLASTERS SALES TAX 001-150-999-5265 5,000.00 500.00 500.00 14.00 1.09 14.00 1.09 6,000.00 30.18 50185 07/02/98 000711 GRAPHICS UNLIMITED LITH DESIGN & PRINT CSD BROCHURES 190-180-999-5222 13,038.74 50185 07/02/98 000711 GRAPHICS UNLIMITED LITH DESIGN & PRINT CSD BROCHURES 190-180-999-5222 867.29 13~906.03 VOUCHRE2 CITY OF TEMECULA 07/02/98 09:59 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT NUMBER DATE NUMBER NAME DESCRIPTION NUMBER ITEM AMOUNT CHECK AMOUNT 50186 07/02/98 001697 HALL, NANCY LEE TCSD INSTRUCTOR EARNINGS 190-183-999-5330 150.40 150.40 50187 07/02/98 003211 HILL COUNSELING CONSULT JUN 2&4 COUNSELING SERVICES 190-180-999-5261 500.00 500.00 50188 07/02/98 002098 HOUSE OF MOTORCYCLES MOTORCYCLE PARTS & REPAIR 001-170-999-5214 50188 07/02/98 002098 HOUSE OF MOTORCYCLES MOTORCYCLE PARTS & REPAIR 001-170-999-5214 398.93 25.14 424.07 50189 07/02/98 002787 IDENTICATOR CORPORATION INK PADS FOR FINGERPRINTING 001-170-999-5229 50189 07/02/98 002787 IDENTICATOR CORPORATION FREIGHT 001-170-999-5229 50189 07/02/98 002787 IDENTICATOR CORPORATION SALES TAX 001-170-999-5229 246.00 4.95 19.07 270.02 50190 07/02/98 001407 INTER VALLEY POOL SUPPL MISC POOL SUPPLIES - CRC 190-182-999-5212 118.53 118.53 50191 07/02/98 000750 INTOXIMETERS, INC. REPAIR OF INTOXILYZER 001-170-999-5215 50191 07/02/98 000750 INTOXIMETERS, INC. FREIGHT 001-170-999-5215 50191 07/02/98 000750 INTOXIMETERS, INC. SALES TAX 001-170-999-5215 235.00 8.28 12.79 256.07 50192 07/02/98 003280 JON LASKIN BAND ENTERTAINMENT - SUMMER NIGHTS 280-199-999-5362 300.00 300.00 50193 07/02/98 002789 KIMCO STAFFING SOLUTION TEMP HELP W/E 5/10 PERRY 50193 07/02/98 002789 KIMCO STAFFING SOLUTION TEMP HELP W/E 5/10 PERRY 001-110-999-5118 001-150-999-5118 300.00 77.00 377.00 50194 07/02/98 001282 KNORR SYSTEMS, INC MISC POOL SUPPLIES - CRC 190-182-999-5212 35.82 35.82 50195 07/02/98 LAUZAT, JEAN REFUND:WHAT'S COOKING 190-183-4980 12.00 12.00 50196 07/02/98 000210 LEAGUE OF CAL. CITIES - AD FOR ASSISTANT CITY MANAGER 001-150-999-5254 50196 07/02/98 000210 LEAGUE OF CAL. CITIES - BLOCK PURCHASE AIRLINE TICKETS 001-100-999-5258 504.00 528.00 1,032.00 50197 07/02/98 001513 LIBERTY AUTO CENTER PROPANE TO GASOLINE CONVERSION 190-180-999-5214 50197 07/02/98 001513 LIBERTY AUTO CENTER LABOR 190-180-999-5214 50197 07/02/98 001513 LIBERTY AUTO CENTER SALES TAX 190-180-999-5214 565.61 175.00 43.83 784.44 50198 07/02/98 003286 LIBRARY SYSTEMS & SERVI TEM VOLUNTEER COORINATOR SRVCS 001-101-999-5285 50199 07/02/98 LOVETT, CATHI REFUND:BELLY DANCING EXERCISE 190-183-4982 4,444.96 30.00 4,444.96 30.00 50200 07/02/98 002693 MATROS, ANDREA TCSD INSTRUCTOR EARNINGS 190-183-999-5330 291.60 291.60 50201 07/02/98 003163 MINOLTA BUSINESS SYSTEM MINOLTA EP1030 DESKTOP COPIER 330-199-999-5242 50201 07/02/98 003163 MINOLTA BUSINESS SYSTEM SALES TAX 330-199-999-5242 845.00 65.49 910.49 50202 07/02/98 000883 MONTELEONE EXCAVATING SERV LEVEL "R" FINAL CLEAN-UP 195-180-999-5402 50203 07/02/98 001214 MORNINGSTAR MUSICAL PRO SOUND SYSTEM FOR 4TH OF JULY 190-183-999-5370 2,270.00 900.00 2,270.00 900.00 50204 07/02/98 002033 NATIONAL CRIME PREVENTI SAFETY STICKERS FOR POLICE 001-170-999-5229 50204 07/02/98 002033 NATIONAL CRIME PREVENTI SAFE CHILD PENCILS FOR POLICE 001-170-999-5229 50204 07/02/98 002033 NATIONAL CRIME PREVENTI 15% VENDOR DISCOUNT 001-170-999-5229 50204 07/02/98 002033 NATIONAL CRIME PREVENTI FREIGHT 001-170-999-5229 336.00 531.00 130.05- 32.16 769.11 VOUCHRE2 CITY OF TEMECULA 07/02/98 09:59 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT NUMBER DATE NUMBER NAME DESCRIPTION NUMBER ITEM AMOUNT CHECK AMOUNT 50205 07/02/98 001584 NEWPORT PRINTING SYSTEM LRG CK FOR RVSD CO REIMB HWY79 001-110-999-5222 50205 07/02/98 001584 NEWPORT PRINTING SYSTEM FREIGHT 001-110-999-5222 50205 07/02/98 001584 NEWPORT PRINTING SYSTEM SALES TAX 001-110-999-5222 296.00 9.50 22.94 328.44 50206 07/02/98 003259 NIGHT SUN POLICE BICYCLE HEADLIGHT BULBS 001-170-999-5242 50206 07/02/98 003259 NIGHT SUN FREIGHT 001-170-999-5242 50206 07/02/98 003259 NIGHT SUN SALES TAX 001-170-999-5242 57.00 5.27 4.42 66.69 50207 07/02/98 001713 NORRIS-REPKE, INC. FEB-MAR SVS: 1ST ST REALIGNMNT 280-199-807-5802 550.00 550.00 50208 07/02/98 002139 NORTH COUNTY TIMES - AT 1 YR SUBSCRIPTION TO THE CALIF 190-180-999-5228 50208 07/02/98 002139 NORTH COUNTY TIMES - AT RECRUITMENT ADVERTISING 001-150-999-5254 78.00 121.95 199.95 50209 07/02/98 002105 OLD TOWN TIRE & SERVICE CITY VEHICLE REPAIRS & MAINT 190-180-999-5214 50209 07/02/98 002105 OLD TOWN TIRE & SERVICE CITY VEHICLE REPAIRS & MAINT 190-180-999-5214 50209 07/02/98 002105 OLD TOWN TIRE & SERVICE CITY VEHICLE REPAIRS & MAINT 190-180-999-5214 50209 07/02/98 002105 OLD TOWN TIRE & SERVICE CITY VEHICLE REPAIRS & MAINT 001-162-999-5214 50209 07/02/98 002105 OLD TOWN TIRE & SERVICE CITY VEHICLE REPAIRS & MAINT 001-164-601-5214 50209 07/02/98 002105 OLD TOWN TIRE & SERVICE CITY VEHICLE REPAIRS & MAINT 190-180-999-5214 999.97 266.50 302.75 87.64 119.55 30.06 1,806.47 50210 07/02/98 001171 ORIENTAL TRADING CO.~ I SUPPLIES FOR JULY 4TH PARADE 50210 07/02/98 001171 ORIENTAL TRADING CO.~ I FREIGHT 190-183-999-5370 190-183-999-5370 63.35 9.60 72.95 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-1990 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-120-999-5220 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-120-999-5242 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-120-999-5260 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-161-999-5220 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-161-999-5260 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-2920 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-181-999-5301 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-2920 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-181-999-5301 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-181-999-5301 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-1990 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-180-999-5260 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-180-999-5260 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-183-999-5320 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-183-999-5320 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-183-999-5340 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 280-199-999-5220 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 280-199-999-5362 50211 07/02/98 000249 PETTY CASH PETTY CASH REIMBURSEMENT 280-199-999-5362 5.99 15.90 29.38 5.97 40.00 23.00 31.98 17.96 12.99 38.43 33.40 41.99 21.44 49.49 12.00 10.67 7.49 44.09 6.42 8.19 456.78 50212 07/02/98 000254 PRESS-ENTERPRISE COMPAN VARIOUS RECRUITMENT ADS FOR HR 001-150-999-5254 50212 07/02/98 000254 PRESS-ENTERPRISE COMPAN VARIOUS RECRUITMENT ADS FOR HR 001-150-999-5254 50212 07/02/98 000254 PRESS-ENTERPRISE COMPAN PUBLIC NOTICE: 98-10 001-120-999-5256 50212 07/02/98 000254 PRESS-ENTERPRISE COMPAN PUBLIC NOTICE: PA95-0116 001-161-999-5256 50213 07/02/98 002110 PRIME EQUIPMENT EQUIPMENT RENTAL FOR P.W. DEPT 001-164-601-5238 600.00 338.58 7.75 84.00 79.33 1~030.33 79.33 VOUCHRE2 CITY OF TEMECULA 07/02/98 09:59 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT NUMBER DATE NUMBER NAME DESCRIPTION NUMBER ITEM AMOUNT CHECK AMOUNT 50214 07/02/98 000947 RANCHO BELL BLUEPRINT C BLUEPRINTS AND MISC SUPPLIES 001-161-999-5220 39.30 39.30 50215 07/02/98 000262 RANCHO CALIFORNIA WATER 01-99-02003-0 FLOATING METER 001-164-601-5250 234.83 234.83 50216 07/02/98 RANCHO ELEMENTARY SCHO0 REFUND: SECURITY DEPOSIT 190-2900 50216 07/02/98 RANCHO ELEMENTARY SCHO0 ADD'TL ROOM RENTAL 190-183-4990 100.00 64.50- 35.50 50217 07/02/98 003288 RANCON PLAZA BUILDING OLD TWN MAINSTREET RENT 280-199-999-5362 50218 07/02/98 002907 REINHART-FONTES ASSOC., COMMERCIAL APPRAISAL-OLD TWN 280-199-999-5250 50219 07/02/98 002412 RICHARDS, WATSON & GERS MAY 1998 LEGAL SERVICES 001-1280 50219 07/02/98 002412 RICHARDS, WATSON & GERS MAY 1998 LEGAL SERVICES 001-1280 50219 07/02/98 002412 RICHARDS, WATSON & GERS MAY 1998 LEGAL SERVICES 001-1280 50220 07/02/98 RIVERSIDE CO. SHERIFF~S 10 RCC EXPLORER ACADEMY TUITIN 001-170-999-5235 1~928.57 3,000.00 1~620.00 792.00 954.00 800.00 lw928.57 3~000.00 3,366.00 800.00 50221 07/02/98 002181 RIVERSIDE CONSTRUCTION MAY PRGSS:WINCH/I-15 IMPROV 280-199-602-5804 50221 07/02/98 002181 RIVERSIDE CONSTRUCTION REL:RETENTION WINCH/I-15 PRJT 280-2035 50221 07/02/98 002181 RIVERSIDE CONSTRUCTION RETENTION:MAY PRGSS:WINCH/I-15 280-2035 50222 07/02/98 000958 ROBERT CARAN PRODUCTION PRODUCER OF FIREWORK DISPLAY 190-183-999-5370 50222 07/02/98 000958 ROBERT CARAN PRODUCTION PRODUCER OF FIREWORK DISPLAY 190-183-999-5370 50223 07/02/98 002226 RUSSO, MARY ANNE TCSD INSTRUCTOR EARNINGS 190-183-999-5330 916.30 164,081.42 45.82- 1,700.00 1,340.00 588.00 164,951.90 3,040.00 588.00 50224 07/02/98 000277 S & S ARTS AND CRAFTS, MISC CRAFT SUPPLIES-DAY CAMP 50224 07/02/98 000277 S & S ARTS AND CRAFTS, MISC CRAFT SUPPLIES-DAY CAMP 190-183-999-5340 190-183-999-5340 178.90 523.45 702.35 50225 07/02/98 001942 S C SIGNS INSTALL PUBLIC NOTICE SIGNS 001-161-999-5256 50225 07/02/98 001942 S C SIGNS INSTALL PUBLIC NOTICE SIGNS 001-120-999-5244 50225 07/02/98 001942 S C SIGNS INSTALL PUBLIC NOTICE SIGNS 001-120-999-5244 50225 07/02/98 001942 S C SIGNS INSTALL PUBLIC NOTICE SIGNS 001-161-999-5256 50225 07/02/98 001942 S C SIGNS INSTALL PUBLIC NOTICE SIGNS 001-161-999-5256 50225 07/02/98 001942 S C SIGNS INSTALL PUBLIC NOTICE SIGNS 001-120-999-5244 50225 07/02/98 001942 S C SIGNS INSTALL PUBLIC NOTICE SIGNS 001-161-999-5256 50225 07/02/98 001942 S C SIGNS INSTALL PUBLIC NOTICE SIGNS 001-120-999-5244 50225 07/02/98 001942 S C SIGNS INSTALL PUBLIC NOTICE SIGNS 001-161-999-5256 50226 07/02/98 002743 SAFE & SECURE LOCKSMITH LOCKSMITH SERVICES - PARKS 190-180-999-5212 50226 07/02/98 002743 SAFE & SECURE LOCKSMITH LOCKSMITH SERVICES - PARKS 190-180-999-5212 50227 07/02/98 003217 SAFE-O-MAT 10 LOCK SET UNITS FOR 6TH ST 190-180-999-5212 50227 07/02/98 003217 SAFE-O-MAT FREIGHT 190-180-999-5212 50228 07/02/98 003273 SAFETRAN TRAFFIC SYSTEM TRAFF SIGNAL CONTROLLER MAINT 001-164-602-5405 50229 07/02/98 002384 SECURE BUSINESS COMMUNI ENG/INSTALL VU METER PANEL 320-199-999-5250 50229 07/02/98 002384 SECURE BUSINESS COMMUNI FREIGHT 320-199-999-5250 50229 07/02/98 002384 SECURE BUSINESS COMMUNI SALES TAX 320-199-999-5250 975.00 650.00 325.00 1,170.00 585.00 130.00 910.00 260.00 780.00 26.96 45.00 188.50 10.00 344.00 925.00 42.00 71.69 5,785.00 71.96 198.50 344.00 1,038.69 VOUCHRE2 CITY OF TEMECULA 07/02/98 09:59 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT CHECK AMOUNT 50230 07/02/98 000751 SKILLPATH, INC. ASSIST TRAINING:HRUSKA:8/19/98 001-110-999-5261 149.00 149.00 50231 07/02/98 000537 SOUTHERN CALIF EDISON 2-02-351-4946 SIXTH STREET 190-181-999-5240 942.48 942.48 50232 07/02/98 000752 STONE, JEFFREY E. REIMB:ICSC CF-LAS VEGAS:5/17 001-100-999-5258 20.40 50232 07/02/98 000752 STONE, JEFFREY E. REIMB:ICSC CF-LAS VEGAS:5/17 001-1990 2.90 23.30 50233 07/02/98 001546 STRAIGHT LINE GLASS REPAIR BROKEN WINDOW-SKATE PRK 190-180-999-5212 72.62 72.62 50234 07/02/98 002150 SUMMIT SAFETY PRODUCTS SERVICING OF FIRST AID KITS 340-199-701-5250 62.73 50234 07/02/98 002150 SUMMIT SAFETY PRODUCTS SERVICING OF FIRST AID KITS 340-199-702-5250 62.73 125.46 50235 07/02/98 001035 TEMECULA ENVIRONMENTAL SOLID WASTE COLLECTION & RECYC 194-180-999-5315 1,032,782.40 50236 07/02/98 000307 TEMECULA TROPHY COMPANY PLAQUE TO HONOR PAT NOVOTNEY 001-170-999-5222 92.67 1,032,782.40 92.67 50237 07/02/98 TEMECULA VLY UNIFIED SC REFUND: SECURITY DEPOSIT 190-2900 100.00 50237 07/02/98 TEMECULA VLY UNIFIED SC REFUND: POOL RENTAL 190-183-4975 224.50 324.50 50238 07/02/98 003092 TIMBERLAKE PAINTING RANCHO CAL.LIGHT POLE PAINTING 191-180-999-5415 760.00 760.00 50239 07/02/98 001483 TOM DODSON & ASSOCIATES MITIGATION MONITORING:REGL CTR 001-2620 200.00 200.00 50240 07/02/98 003031 TRAFFIC CONTROL SERVICE FLASHING BEACONS & LENSES 001-164-601-5242 1,930.00 50240 07/02/98 003031 TRAFFIC CONTROL SERVICE SALES TAX 001-164-601-5242 149.58 50241 07/02/98 002566 VALLEY MICRO COMPUTERS INTEL PENTIUM 233 MHZ WRKSTN 001-170-999-5604 1,720.00 50241 07/02/98 002566 VALLEY MICRO COMPUTERS SALES TAX 001-170-999-5604 133.30 50241 07/02/98 002566 VALLEY MICRO COMPUTERS INTEL PENTIUM 233 MHZ WRKSTN 001-170-999-5604 1,680.00 50241 07/02/98 002566 VALLEY MICRO COMPUTERS SALES TAX 001-170-999-5604 130.20 50241 07/02/98 002566 VALLEY MICRO COMPUTERS COMPUTER UPGRADE 90 TO 233 001-171-999-5221 380.00 50241 07/02/98 002566 VALLEY MICRO COMPUTERS LABOR 001-171-999-5221 60.00 50241 07/02/98 002566 VALLEY MICRO COMPUTERS SALES TAX 001-171-999-5221 29.45 50241 07/02/98 002566 VALLEY MICRO COMPUTERS IOMEGA ZIP DRIVE AND DISK 001-170-999-5604 160.44 50241 07/02/98 002566 VALLEY MICRO COMPUTERS HP OFFICEJET PRO 1170C 320-199-999-5242 845.00 50241 07/02/98 002566 VALLEY MICRO COMPUTERS SALES TAX 320-199-999-5242 65.49 50241 07/02/98 002566 VALLEY MICRO COMPUTERS HP4000N LASERJET PRINTER 320-1970 lt700.00 50241 07/02/98 002566 VALLEY MICRO COMPUTERS SALES TAX 320-1970 131.75 50242 07/02/98 000332 VANDORPE CHOU ASSOCIATE PLAN CHECK SERVICES 001-162-999-5248 3,395.93 50242 07/02/98 000332 VANDORPE CHOU ASSOCIATE PLAN CHECK SERVICES 001-162-999-5248 3,879.92 50242 07/02/98 000332 VANDORPE CHOU ASSOCIATE PLAN CHECK SERVICES 001-162-999-5248 1,051.15 50242 07/02/98 000332 VANDORPE CHOU ASSOCIATE PLAN CHECK SERVICES 001-162-999-5248 1,488.41 50243 07/02/98 003114 WASKA, CAROLYN TCSD INSTRUCTOR EARNING 190-183-999-5330 129.60 2,079.58 7j035.63 9j815.41 129.60 50244 07/02/98 WATK[NS, LINDA REFUND: SWIMMING LESSONS 190-183-4975 50245 07/02/98 001342 WAXIE SANITARY SUPPLY, MAINTENANCE SUPPLIES - CRC 190-182-999-5212 203.39 50245 07/02/98 001342 WAXIE SANITARY SUPPLY, MAINTENANCE SUPPLIES - SR CTR 190-181-999-5212 48.90 50245 07/02/98 001342 WAXIE SANITARY SUPPLY, MAINTENANCE SUPPLIES - C. HALL 340-199-701-5212 127.24 68.00 68.00 379.53 VOUCHRE2 07/02/98 VOUCHER/ CHECK NUMBER 50246 50247 50248 50249 50250 50251 50252 50253 50254 50255 50256 50257 09:59 CHECK DATE 07/02/98 07/02/98 07/02/98 07/02/98 07/02/98 07/02/98 07/02/98 07/02/98 07/02/98 07/02/98 07/02/98 07/02/98 VENDOR NUMBER 000621 000345 001355 002988 000220 002139 001999 000254 000537 000168 VENDOR NAME WESTERN RIVERSIDE COUNC WESTSIDE BUSINESS CENTR WOOD, KAREN XEROX CORPORATION BILLI G T E CALIFORNIA, INC. GARDEN PATH FLORIST MAURICE PRINTERS, INC. NORTH COUNTY TIMES - AT PITNEY BOWES PRESS-ENTERPRISE COMPAN SOUTHERN CALIF EDISON TEMECULA FLOWER CORRAL CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION GENERAL ASSEMBLE:ROBERTS,RON RELEASE CASH DEPOSIT:TR28471-1 REFUND: BELLY DANCING EXERCISE 5765 COLOR COPY USAGE O.T.MAINST.INV#EQN592510897209 OLD TOWN MAINSTREET INV#12412 OLD TWN MAINSTREET inv 25312Q OLD TWN MAINSTREET inv26746 OLD TWN MAINST inv5222989-SP97 ACT 06357 OLD TWN MAINSTREET 2-07-248-7333 OLD TWN MAINST OLD TWN MAINSTREET inv 7601 ACCOUNT NUMBER 001-100-999-5258 001-2670 190-183-4982 330-199-999-5217 280-199-999-5362 280-199-999-5362 280-199-999-5362 280-199-999-5362 280-199-999-5362 280-199-999-5362 280-199-999-5362 280-199-999-5362 ITEM AMOUNT 30.00 47,500.00 70.00 390.07 717.80 59.26 226.28 150.42 772.59 2,097.20 100.86 44.72 PAGE 8 CHECK AMOUNT 30.00 47,500.00 70.00 390.07 717.80 59.26 226.28 150.42 772.59 2,097.20 100.86 44.72 TOTAL CHECKS 1,393,786.26 VOUCHRE2 07/02/98 11:11 CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE FUND TITLE 001 GENERAL FUND 165 RDA DEV- LOW/MOD SET ASIDE 190 COMMUNITY SERVICES DISTRICT 191 TCSD SERVICE LEVEL A 193 TCSD SERVICE LEVEL C 210 CAPITAL IMPROVEMENT PROJ FUND 280 REDEVELOPMENT AGENCY - CIP 340 FACILITIES AMOUNT 1,841,577.21 5,640.00 2,455.00 1,000.00 20,635.00 963,890.33 21,899.96 240.00 TOTAL 2,857,337.50 VOUCHRE2 CITY OF TEMECULA 07/02/98 11:11 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT CHECK AMOUNT 50260 07/14/98 002348 A-PARK AVENUE BUILDERS CITYWIDE A.C. REPAIRS PW98-009 001-164-601-5402 28~970.00 28,970.00 50261 07/14/98 000126 CALIFORNIA LANDSCAPE MA TREE TRIMMING-CITY WIDE 193-180-999-5415 20~635.00 50261 07/14/98 000126 CALIFORNIA LANDSCAPE MA TREE TRIMMING-CITY WIDE 190-180-999-5415 2~455.00 50261 07/14/98 000126 CALIFORNIA LANDSCAPE MA TREE TRIMMING-CITY WIDE 191-180-999-5415 1,000.00 50261 07/14/98 000126 CALIFORNIA LANDSCAPE MA TREE TRIMMING-CITY WIDE 340-199-701-5415 240.00 24,330.00 50262 07/14/98 003077 G T E CALIFORNIA GTE WORK ORDER #0573-OPOO1CB 210-165-601-5804 75,727.45 75,727.45 50263 07/14/98 001091 KEYSER MARSTON ASSOCIAT APR CONSULTING SRVCS-PUJOL APT 165-199-999-5250 50263 07/14/98 001091 KEYSER MARSTON ASSOCIAT APR OLD TOWN MARKET ANALYSIS 280-199-999-5248 5,640.00 21,899.96 27,539.96 50264 07/14/98 002420 LAURSEN ELECTRICAL CO.° SOUTH 1-15 MONUMENT SIGN 210-199-130-5804 6,890.00 6,890.00 50265 07/14/98 002666 MASON & MASON REAL ESTA APPRAISAL SVS:PALMS PLAZA PROP 001-1280 50266 07/14/98 000843 MCDANIEL ENGINEERING CO MAY SVS:RANCHO CAL/I-15 IMPROV 210-165-601-5801 50266 07/14/98 000843 MCDANIEL ENGINEERING CO MAY SVS:DESIGN PALA BRIDGE 210-165-631-5802 9,767.91 9,767.91 5,269.74 29,632.24 34,901.98 50267 07/14/98 000267 RIVERSIDE CO. FIRE DEPT JAN-MAR 98 SVS FOR FIRE DEPT 001-171-999-5251 50267 07/14/98 000267 RIVERSIDE CO. FIRE DEPT 4TH QTR ESTIMATE FOR FIRE DEPT 001-171-999-5251 412,343.03 338,907.08 751,250.11 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 50268 07/14/98 000406 RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFF~S RIVERSIDE CO. SBERIFF'S RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFF~S RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFF~S RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFF~S RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFF~S RIVERSIDE CO. SHERIFF~S RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFF~S RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFF~S RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFF~S RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFF~S RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFF~S RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFF~S LAW ENFORCEMENT - APRIL 8,1998 001-170-999-5288 LAW ENFORCEMENT - APRIL 8,1998 001-170-999-5299 LAW ENFORCEMENT - APRIL 8~1998 001-170-999-5298 LAW ENFORCEMENT - APRIL 8,1998 001-170-999-5294 LAW ENFORCEMENT - APRIL 8~1998 001-170-999-5289 LAW ENFORCEMENT - APRIL 8,1998 001-170-999-5291 LAW ENFORCEMENT - APRIL 8~1998 001-1230 LAW ENFORCEMENT - APRIL 8~1998 001-170-999-5281 LAW ENFORCEMENT - APRIL 8~1998 001-170-999-5282 LAW ENFORCEMENT - APRIL 8~1998 001-170-999-5262 LAW ENFORCEMENT - APRIL 8~1998 001-170-999-5279 LAW ENFORCEMENT - MAY 6, 1998 LAW ENFORCEMENT - MAY 6~ 1998 LAW ENFORCEMENT - MAY 6~ 1998 LAW ENFORCEMENT - MAY 6, 1998 LAW ENFORCEMENT - MAY 6~ 1998 LAW ENFORCEMENT - MAY 6~ 1998 LAW ENFORCEMENT - MAY 6~ 1998 LAW ENFORCEMENT - MAY 6~ 1998 LAW ENFORCEMENT - MAY 6f 1998 LAW ENFORCEMENT - MAY 6~ 1998 LAW ENFORCEMENT - MAY 6f 1998 001-170-999-5288 001-170-999-5299 001-170-999-5298 001-170-999-5294 001-170-999-5289 001-170-999-5291 001-1230 001-170-999-5281 001-170-999-5282 001-170-999-5262 001-170-999-5279 LAW ENFORCEMENT - JUNE 03~1998 001-170-999-5288 LAW ENFORCEMENT - JUNE 03~1998 001-170-999-5299 LAW ENFORCEMENT - JUNE 03~1998 001-170-999-5298 LAW ENFORCEMENT - JUNE 03~1998 001-170-999-5294 LAW ENFORCEMENT - JUNE 03~1998 001-170-999-5289 LAW ENFORCEMENT - JUNE 03~1998 001-170-999-5291 LAW ENFORCEMENT - JUNE 03~1998 001-1230 189 38 38 9 9 7 7 29 2 18 7 165 2 16 6 161 38 38 220.75 767.00 502.40 730.00 625.60 601.74 601.74 994.77 754.96 383.07 163.90 886.56 37,629.20 38,502.40 9,721.60 9~625.60 12 635.60 6 114.00 30 166.40 666.66 295.37 593.97 511.84 827.60 502.40 9 726.40 9 625.60 11~698.12 5~991.72 VOUCHRE2 07/02/98 VOUCHER/ CHECK NUMBER 50268 50268 50268 50268 50268 50269 50269 50270 50270 50270 50271 50271 50272 5O273 50273 50273 50273 11:11 CHECK DATE 07/14/98 07/14/98 07/14/98 07/14/98 07/14/98 07/14/98 07/14/98 07/14/98 07/14/98 07/14/98 07/14/98 07/14/98 07/14/98 07/14/98 07/14/98 07/14/98 07/14/98 VENDOR NUMBER 000406 000406 000406 000406 000406 002181 002181 003282 003282 003282 003149 003149 000420 000332 000332 000332 000332 VENDOR NAME RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFFrS RIVERSIDE CO. SHERIFFrS RIVERSIDE CO. SHERIFF~S RIVERSIDE CONSTRUCTION RIVERSIDE CONSTRUCTION RIVERSIDE CONSTRUCTION- RIVERSIDE CONSTRUCTION- RIVERSIDE CONSTRUCTION- TERRA-CAL CONSTRUCTION, TERRA-CAL CONSTRUCTION, TRANS-PACIFIC CONSULTAN VANDORPE CHOU ASSOCIATE VANDORPE CHOU ASSOCIATE VANDORPE CHOU ASSOCIATE VANDORPE CHOU ASSOCIATE CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION LAW ENFORCEMENT - JUNE 03,1998 LAW ENFORCEMENT - JUNE 03,1998 LAW ENFORCEMENT - JUNE 03,1998 LAW ENFORCEMENT - JUNE 03,1998 MAY 98 BOOKING FEES JUN 15 PRGSS:RANCHO CA/I-15 RETENTION:JUN 15 PRGSS/RC/I-15 REL:RETENTION INV 980603 REL:RETENTION INV 980202-98040 REL:RETENTION INV 980502 MAY PRGSS PMT:WINCH CRK PRK RETENTION:MAY PRGSS-WINCH CK P MAY PRGSS:OVLD DR & MARG WIDEN PLAN CHECK SERVICES PLAN CHECK SERVICES PLAN CHECK SERVICES PLAN CHECK SERVICES ACCOUNT NUMBER 001-170-999-5281 001-170-999-5282 001-170-999-5262 001-170-999-5279 001-170-999-5273 210-165-601-5804 210-2035 210-2035 210-2035 210-2035 210-190-149-5804 210-2035 210-165-681-5802 001-162-999-5248 001-162-999-5248 001-162-999-5248 001-162-999-5248 ITEM AMOUNT 29,422.67 2,793.81 16,201.40 4,063.63 7,948.80 643,553.20 64,355.32- 64,355.32 36,843.37 40,579.21 131,736.63 13,173.66- 6,832.15 3,586.13 4,604.01 6,677.50 5,224.27 PAGE 2 CHECK AMOUNT 1,031,497.28 579,197.88 141,777.90 118,562.97 6,832.15 20,091.91 TOTAL CHECKS 2,857,337.50 ITEM 4 APPROVAL TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council Genie Roberts, Director of Finance July 14, 1998 City Treasurer's Report as of May 31, 1998 PREPARED BY: RECOMMENDATION: as of May 31, 1998. William Pattison, Senior Accountant Jesse Diaz, Accountant (~ That the City Council receive and file the City Treasurer's Report DISCUSSION: Reports to the City Council regarding the City's investment portfolio and receipts, disbursements and fund balance are required by Government Code Sections 53646 and 41004 respectively. The City's investment portfolio is in compliance with Government Code Sections 53601 and 53635 as of May 31, 1998. FISCAL IMPACT: None ATTACHMENTS: 1. City Treasurer's Report as of May 31, 1998 2. Schedule of Assets, Liabilities, and Fund Equity as of May 31, 1998 3. Fund Equity Detail by Fund as of May 31, 1998 City of Temecuia City Treasurer's Report As of May 31, 1998 Cash Activity for the Month of May Cash and Investments as of May 1, 1998 Cash Receipts Cash Disbursements Cash and Investments as of May 31, 1998 $ $ 57,114,959 7,354,028 (2,307,022) 62,161,965 Cash and Investments Portfolio: Type of Investment Institution Yield Contractual/ Matudty Market Date (2) Value Petty Cash General Checking Sweep Account (Money Market Account) Benefit Demand Deposits Local Agency Investment Fund Checking Accounts (Sherwood/Pujol Apartments) Deferred Compensation Fund Deferred Compensation Fund Defined Contribution Fund Trust Accounts- CFD 88-12 (Money Market Account) Trust Accounts-TCSD COPs (Money Market Account) Reserve Account-TCSD COPs (Guaranteed Investment Contract) Trust Accounts-RDA Bonds (Money Market Account) Reserve Account-RDA Bonds (Guaranteed Investment Contract) City Hall Union Bank Union Bank (Highmark U.S. Treasury) Union Bank State Treasurer Home Savings of America ICMA PEBSCO PEBSCO U.S. Bank(First.Am. Go~) U.S. Bank (First Am. Treasury) Bayerische Landesbank U.S. Bank (First Am. Treasury) Bayerische Landesbank 4.590 % 5.673 % $ 1,500 (35,745) 4,008 44,415,047 5,750 440,662 817,964 88,240 5.170 % 7,132,235 4.940 % 17,644 6.870 % 502,692 4.940 % 7,323,048 7.400 % 1,448,920 All investments are liquid and currently available. (1)-This amount is net of outstanding checks. (2)-At May 31, 1998 total market value for the Local Agency Investment Fund (LAIF) was $33,355,744,851. The City's proportionate share of that value is $44,992,442. The City of Temecula's portfolio is in compliance with the investment policy. Adequate funds will be available to meet budgeted and actual expenditures of the City of Temecula for the next six months. Par/Book Balance 1,500 (35,745) (1) 4,008 (1) 44,415,047 (2) 5,750 (1) 440,662 817,964 88,240 7,132,235 17,644 502,692 7,323,048 1,448,920 62,161,965 City of Temecula Schedule of Assets, Liabilities, and Fund Balances As of May 31, 1998 Assets: Cash and investments Receivables Due from other funds Land held for resale Prepaid assets Deposits Fixed assets-net Total assets City (1) Community Services District Redevelopment Agency $ 43,261,579 $ 3,514,530$ 15,385,856 $ 4,118,896 135,173 1,163,753 1,048,949 22,930 2,949,660 2,103,053 134,082 256,789 987,759 Total 62,161,965 5,417,822 4,021,539 2,103,053 134,082 256,789 987,759 $ 49,808,054 $ 3,672,633 $ 21,602,322 $ 75,083,009 Liabilities and fund equity: Liabilities: Due to other funds Other liabilities Total liabilities $ 1,048,949 $ 22,930$ 2,949,660$ 4,021,539 12,984,559 140,258 694,581 13,819,398 14,033,508 163,188 3,644,241 17,840,937 Fund equity: Contributed capital 1,281,781 Retained earnings 836,507 Fund balances: Reserved (2) 10,892,515 Designated (3) 17,479,002 Undesignated 5,284,741 1,281,781 836,507 721,988 7,908,941 19,523,444 2,787,457 10,049,140 30,315,599 5,284,741 Total fund equity 35,774,546 3,509,445 17,958,081 57,242,072 Total liabilities and fund equity $ 49,808,054 $ 3,672,633 $ 21,602,322 $ 75,083,009 (1) Includes General Fund, CIP Fund, Gas Tax Fund, CFD 88-12 Funds, other special revenue funds, and deferred comp agency funds. (2) Includes amounts reserved for encumbrances, land held for resale, long-term notes receivable, Iow/mod housing, and debt service. (3) Includes amounts designated for economic uncertainty, future capital projects, debt service, and continuing appropriations. o 0 w~- ~0 w~- 0 ~ 0 0 n I.- ITEM 5 CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council Genie Roberts, Director of Finance July 14, 1998 City Treasurer's Statement of Investment Policy RECOMMENDATION: That the City Council adopt the Treasurer's Statement of Investment Policy as proposed by Staff which provides safety, liquidity and yield for City funds. DISCUSSION: The California legislature has passed legislation imposing a State-mandated local program requiring the treasurer or chief fiscal officer to render an annual statement of investment policy to the legislative body of the local agency and to render a quarterly report containing specified information regarding investments and deposits to the chief executive officer and the legislative body of the local agency. The Treasurer's Statement of Investment Policy, as presented herein, is in conformity with the State requirements and guidelines established by the California Mur~icipal Treasurer's Association, the California Society of Municipal Treasurer's Association, and the California Society of Municipal Finance Officers. The City of Temecula currently invests primarily.in the State of California Local Agency Investment Fund (LAIF). This investment is consistent with the City's Investment Policy which prioritizes safety and liquidity over yield. It should be noted that LAIF is prohibited by state code from investing in certain derivative products such as inverse floaters. LAIF investment policy also puts constraints on the use of reverse repurchase agreements. Government Code Section 16429.3 states that "money placed with the State Treasurer for deposit in LAIF by cities, counties, or special districts shall not be subject to impoundment or seizure by any state official or state agency". The only proposed change in the investment policy is to reflect that the permitted investments for bond proceeds are governed by the official statement for each bond issue, which may be more or less restrictive than this investment policy. FISCAL IMPACT: None ATTACHMENTS Proposed Investment Policy R: ~NO R TONL IA GENDAS [IN VS TPL C. A GN 07/2/98 CITY OF TEMECULA INVESTMENT POLICY INTRODUCTION The investment policies and practices of the City of Temecula are based upon State law and prudent money management. The primary goals of these policies are: 1. To protect the principal monies entrusted to this office; 2. To provide sufficient liquidity to meet normal operating and unexpected expenditures; To assure compliance with all Federal, State, and Local laws governing the investment of monies under the control of the City Treasurer; and To generate a maximum amount of investment income within the parameters of prudent risk management and consistent with the above policies. The monies entrusted to the City Treasurer (referred to as the "Fund" throughout the remainder of this document) will be invested, a~lministered, and reported in a timely and prudent manner. The City Treasurer and staff will observe, review, and react to changing conditions that effect the fund. The authority to execute investment transactions that will effect the Fund will be limited to: · City Manager or Assistant to the City Manager or City Clerk and · Director of Finance acting together The Director of Finance will meet on a regular basis with the City Manager to discuss current market conditions, future trends, and to plan investment strategy to meet the City's fiscal objectives. The policy stated below will also address risk management because it is such an integral part of the investment policy. To concentrate only on maximizing return would be dangerous; therefore, policy issues will be directed to: 1. Limiting the Fund's exposure to each issue and issuer of debt; and Determining a minimum credit requirement that firms must have in order to hold City money. R: INOR TON L IA G £ND A S IIN VS TPL C,.4 GN 1 7/2/98 III CITY OF TEMECULA INVESTMENT POLICY SCOPE In accordance with Ordinance No. 90-2 of the City Council of the City of Temecula and as prescribed by Section 41000 through 41007 of the Government Code of the State of California, the City Treasurer is responsible for investing the unexpended cash in the City Treasury. OBJECTIVES A. Safety of Principal Safety of principal is the foremost objective of the City of Temecula. Each investment transaction shall seek to ensure that capital losses are avoided, whether from securities default, broker-dealer default, or erosion of market value. The City shall seek to preserve principal by mitigating the two types of risk: credit risk and market risk. Credit Risk. Credit risk, defined as the risk of loss due to failure of the issuer of a security, shall be mitigated by investing only with issuers whose financial strength and reputation can be verified to be the highest as rated by nationally known rating agencies (see Section Vl for detailed limitations on credit risk), and by diversifying the investment portfolio so that the failure of any one issuer would not unduly harm the City's cash flow. Market Risk. Market risk, the risk of market value fluctuations due to overall changes in the general level of interest rates, shall be mitigated by (a) structurin{] the portfolio so that securities mature earlier than or concurrent with the timing of major cash outflows, thus eliminating the need to sell securities prior to their maturity; (b) prohibiting the use of leverage and margin accounts; and © prohibiting the taking of short positions -- that is, selling securities which the City does not own. It is explicitly recognized herein, however, that in a diversified portfolio, occasional measured losses are inevitable, and must be considered within the context of the overall investment return. B. Return on Investment The City's investment portfolio shall be designed to attain a market-average rate of return through economic cycles. The market-average rate of return is defined as the average return on three-month U.S. Treasury bills. Whenever possible, and consistent with risk limitations, as defined herein, and prudent investment principles, the Treasurer shall seek to augment returns above the market average rate of return. SAFEKEEPING OF SECURITIES To protect against potenti.al losses by collapse of individual securities dealers, all securities owned by the City, including collateral on repurchase agreements, shall be held in safekeeping by a third party bank trust department, acting as agent for the City under the terms of a custody agreement executed by the bank and by the City. All R:tNORTONLIAGENDASlINVSTPLC. AGN 2 7/2/98 IV V VI CITY OF TEMECULA INVESTMENT POLICY securities will be received and delivered using standard delivery versus payment procedures (i.e., the City's safekeeping agent will only release payment for a security after the security has been properly delivered). This section is intended to comply with Government Code 53635. REPORTING The City Treasurer shall render a monthly report to the City Manager and City Council showing the type of investment, issuing institution, selling institution, date of maturity, par and dollar amount of deposit, current market value for all securities, return on the City's investment portfolio expressed as an annual percentage rate, yield to maturity, cash flow information demonstrating that the City can meet its upcoming financial obligations, and such data as may be required by the City Council. The report shall also state its relationship to this statement of investment policy, as directed under the Code. The treasurer shall annually submit a recommended updated Investment Policy to be reviewed and approved by City Council. The City's investment reporting policy meets or exceeds the requirements of Section 53646 of the California Government Code. QUALIFIED DEALERS The City shall transact investments only with banks, savings and loans, investment security dealers and the State of California Local Agency Investment Fund. The dealers must be primary dealers regularly reporting to the New York Federal Reserve Bank. Exceptions to this rule will be made only after thorough research and documented confirmation of financial strength and reputation and after approval by the City Council. Investment staff shall investigate dealers who wish to do business with the City in order to determine if they are adequately capitalized, make markets in securities appropriate to the City's needs, and are recommended by managers of portfolios like the City's. The City shall at least annually send a copy of the current investment policy to all dealers approved to do business with the City. Confirmation of receipt of this policy shall be considered as evidence that the dealer understands the City's investment policies, and intends to show the City only appropriate investments. AUTHORIZED INVESTMENTS Investments shall be made in the context of the "prudent investor" rule, which states: "Investments shall be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion, and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived." The City is further governed by the California Government Code, Sections 53600 et seq. Within the context of these limitations, the following investments are authorized, as further limited herein: R: IN 0 R TON L ~A G £ND A S I IN V$ TPL C, A G N 3 7/2/98 Fo CITY OF TEMECULA INVESTMENT POLICY United States Treasury Bills. Bonds, and Notes, or those for which the full faith and credit of the United States are pledged for payment of principal and interest. There is no limitation as to the percentage of the portfolio which can be invested in this category. Maturity is not to exceed the projected dates of the City's cash needs or five years, whichever is less. Obligations issued b~ the Government National Mortgage Association (GNMA), the Federal Farm Credit Bank System (FFCB), the Federal Home Loan Bank Board (FHLB), and the Federal National Mortgage Association (FNMA). Although there is no percentage limitation on the dollar amount that can be invested in these issues, the "prudent investor" rule shall apply for a single agency name. Maturity is not to exceed the projected dates of the City's cash needs or five years, whichever is less. Bills of exchange or time drafts drawn on and accepted by a commercial bank, otherwise known as banker's acceptances. Banker's acceptances purchased may not exceed 270 days to maturity or 40% of the market value of the portfolio. No more than 10% of the market value of the portfolio may be invested in banker's acceptances issued by any one bank. Commercial paper ranked "PI" by Moody's Investor Services and "A1 +" by Standard and Poor's, and issued by a domestic corporation having assets in excess of $500,000,000 and having an "A" or better rating on its long-term debentures as provided by Moody's or Standard and Poor's. Purchases of eligible commercial paper may not exceed 15% of the market value of the portfolio. No more than 10% of the market value of the portfolio may be invested in commercial paper issued by any one corporation. The City may invest in no more than 10% of a single corporation. The City may invest in no more than 10% of a single corporation's commercial paper. Maturity is not to exceed 180 days. Negotiable certificates of deposit issued by nationally or state-chartered bank or a state or federal savings and loan association. Negotiable certificates of deposit (NCDs) differ from other certificates of deposit by their deposit liquidity. They are issued against funds deposited for specified periods of time and earn specified or variable rates of interest. NCDs are traded actively in secondary markets. When feasible, an independent trading service will be used as part of the evaluation process. Issuers must be rated "B" or better by Thomson Bank Watch or equivalent rating service, or rated A-1 for deposits by Standard & Poor's, or P-1 for deposits by Moody's or comparably rated by a national rating agency. Transactions in NCDs shall not collectively exceed 30% of the total portfolio in effect immediately after any such investment is made. Repurchase Agreements. The City may invest in repurchase agreements with banks and dealers with which the City has entered into a master repurchase agreement which specifies terms and conditions of repurchase agreements. R:INORTONLIAGENDASIINVSTPLC. AGN 4 7/2/98 No CITY OF TEMECULA INVESTMENT POLICY Transactions shall be limited to the primary dealers and the top banking institutions according to the rating agency based on liquidity, profitability, and financial strength. The maturity of repurchase agreements shall not exceed 30 days. The market value of securities used as collateral for repurchase agreements shall be monitored daily by the investment staff and will not be allowed to fall below 102% of the value of the repurchase agreement plus the value of collateral in excess of the value of the repurchase agreement (haircut). In order to conform with provisions of the Federal Bankruptcy Code which provide for the liquidation of securities held as collateral for repurchase agreements, the only securities acceptable as collateral shall be certificates of deposit, eligible bankers' acceptances, or securities that are direct obligations of, or that are fully guaranteed as to principal and interest by, the United States or any agency of the United States. No more than 50% of the portfolio may be invested in repurchase agreements, and a "perfected security interest" shall always be maintained in the securities subject to a repurchase agreement. Local Agency Investment Fund. The City may invest in the Local Agency Investment Fund (LAIF) established by the State Treasurer for the benefit of local agencies up to the maximum permitted by State law. Time Deposits. The City may invest in non-negotiable time deposits collateralized in accordance with the California Government Code (attached), in those banks and savings and loan associations which meet the requirements for investment in negotiable certificates of deposit. Since time deposits are not liquid, no more than 15% of the portfolio may be invested in this category. The issuer firm should have been in existence for at least five years. The City may waive the first 100,000 of collateral security for such deposits if the institution is insured pursuant to federal law. In order to security the uninsured portions of such deposits, an institution shall maintain at least 10% in excess of the total amount deposited. Real estate mortgages may not be accepted as collateral. The maximum term for deposits shall be one year. In general, the issuer must have a minimum 6% net worth to assets ratio or the minimum ratio established by the Comptroller of the Currency. The issuer's operation must have been profitable during their last reporting period. Money Market Funds. The City may invest in money market funds which invest solely in U.S. Treasuries, obligations of the U.S. Treasury, and repurchase agreements relating to such treasury obligations. To be eligible, companies selling money market funds must have an investment advisor with not less than five years experience and that is registered with the SEC, has the highest ranking available as evaluated by a nationally recognized rating service, and with assets in excess of $500 million. Ineligible Investments. Investments not described herein, including, but not limited to, reverse repurchase agreements, mutual funds, zero coupon bonds, inverse floaters, mortgage backed securities, common stocks and corporate notes and bonds are prohibited from use in this portfolio. R:INORTONLIAG£NDASlINVSTPLC. AGN 5 7/2/38 CITY OF TEMECULA INVESTMENT POLICY This list of authorized investments is intended to apply to the investment of all operating and surplus funds. The investment of bond proceeds shall be governed by the permitted investments as specified in the official statement for each bond issue. VII SWAPPING OF SECURITIES A swap is the movement from one security to another and may be done for a variety of reasons, such as to increase yield, lengthen or shorten maturities, to take a profit, or to increase investment quality. The purchase transaction and the sale transaction must each be recorded separately and any losses or gains on the sale must be recorded. VIII PORTFOLIO ADJUSTMENTS Should an investment percentage-of-portfolio limitation be exceeded due to an incident such as fluctuation in portfolio size, the affected securities may be held to maturity to avoid losses. When no loss is indicated, the Treasurer shall consider reconstructing the portfolio basing his or her decision, in part, on the expected length of time the portfolio will be unbalanced. IX POLICY REVIEW This investment policy shall be reviewed at least annually to ensure its consistency with the overall objectives of preservation of principal, liquidity, and return, and its relevance to current law and financial and economic trends. The City Council shall be responsible for maintaining guidance over this investment policy to ensure that the City can adapt readily to changing market conditions, and shall approve any modification to the investment policy prior to ir~plementation. STATE LAW The legislated authority of the Fund is covered in Sections 53601, 53635 and 53646 of the Government Code. Enclosed are copies of the statutes which determine the maximum parameters of the Fund. It is the policy of the City Treasurer to comply with the State laws governing the Fund. R:tNORTONL[AGENDASVNVSTPLC. AGN 6 7/2/98 ITEM 6 CITY ATTORNEY DIR. ~AGER CITY TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council Genie Roberts, Director of Finance July 14, 1998 Resolution Establishing City's Gann Appropriations Limit for Fiscal Year 1998-99 PREPARED BY: Tim McDermott, Assistant Finance Director~~'/ RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. 98-__ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLISHING THE APPROPRIATIONS LIMIT FOR FY 1998-99. DISCUSSION: In accordance with the Government Code, the City is required to recompute the Gann limit on an annual basis. Using cost of living data provided by the State of California, and population and per capita personal income data provided by the State Department of Finance, the City's Appropriations Limit for FY 1998-99 has been computed to be $25,514,326. This computation considers the effect of Proposition 111. Appropriations subject to the limitation in the FY 1998-99 Budget total $13,238,517 which is $12,275,809 less than the computed limit. Additional appropriations to the budget funded by non-tax sources such as service charges, restricted revenues from other agencies, grants or beginning fund balances would be unaffected by the Appropriations Limit. However, any supplemental appropriations funded through increased tax sources would be subject to the Appropriations Limit and could not exceed the $12,275,809 variance indicated above. Further, any overall actual receipts from tax sources greater than $12,275,809 from budget estimates will result in proceeds from taxes in excess of the City's Appropriations Limits, requiring refunds of the excess within the next two fiscal years or voter approval of an increase in the City's Appropriations Limit. In implementing the provisions of SB 1352 as they relate to the Gann Initiative, it is recommended the City Council adopt the attached Resolution establishing the City's Appropriations Limit for FY 1998-99 of $25,514,326. FISCAL IMPACT: As indicated in the attached schedule, the City's appropriations subject to limitation as proposed in the FY 1998-99 Budget are $12,275,809 less than the computed limit. Any supplemental appropriations funded through non-tax sources would be unaffected by the Appropriations Limit. ATTACHMENTS: Schedule "1" - Classification of Revenue Sources and Calculation of Limit Margin Resolution No. 98- Establishing City's Gann Appropriations Limit for FY 1998-99 Exhibit "A" Computation of Gann Appropriations Limit Classification of Revenue Sources and Calculation of Limit Margin FY 1998-99 Property Tax Sales and Use Tax Property Transfer Tax Hqmeowner Property Tax Relief Transient Occupancy Tax Business License Fee Franchise Fees Licenses & Permits Fines & Forfeitures Motor Vehicle in Lieu Gas Tax Overhead Reimbursement -TCSD Overhead Reimbursement -RDA Reimbursements -Capital Projects/Other AB3229/Grants Miscellaneous Investment Interest Special Tax (Measure "C") Appropriations Subject to Limitation Before Prop. 111 Exclusions Prop. 111 Exclusions: Federal Mandates (Medicare) Qualified Capital Outlay (~ 90%) Appropriations Subject to Limitation Gann Limit Non-tax Proceeds 160,000 1,145,000 3,027,500 141,000 827,000 162,000 125,000 265,000 145,000 41,300 232,293 6,271,093 Schedule 1 Tax Proceeds 1,197,000 9,850,000 185,000 35,000 940,000 1,834,700 517,707 2,569,590 17,128,997 65,480 3,825,000 13,238,517 25,514,326 Margin 12,275,809 RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLISHING THE APPROPRIATIONS LIMIT FOR FY 1998-99 THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: WItEREAS, the voters approved the Gann Spending-Limitation Initiative (Proposition 4) on November 6, 1979, adding Article XIII B to the Constitution of the State of California to establish and define annual appropriation limits on state and local governmental entities; WHEREAS, SB 1352 provides for the implementation of Article XIII B by defining various terms used in this article and prescribing procedures to be used in implementing specific provisions of the article, including the establishment by resolution each year by the governing body of each local jurisdiction of its appropriations limits; WHEREAS, the required 'computations to determine the Appropriations Limit for FY1998-99 have been performed by the Department of Finance and are on file with the Office of the City Clerk, and available for public review; WHFJI.EAS, these computations are provided on Exhibit "A" which is herein incorporated by reference and attached hereto. NOW, THERF. FORE, THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE AS FOLLOWS: Section 1. The Appropriations Limit for the City of Temecula for FY1998-99. Section 2. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be fried in the Office of the City Clerk. PASSED, APPROVED AND ADOPTED, this 14th day of July, 1998. ATTEST: Ron Roberts, Mayor Susan W. Jones, CMC City Clerk Resos\97- 1 [SEAL] STATE OF CAIJgORNIA) COUNTY OF RIVERSIDE) SS CITY OF TEMECULA) I, Susan W. Jones, City Clerk of the City of Temecula, hereby do certify that the foregoing Resolution No. 98- wa~ duly adopted at a regular meeting of the City Council of the City of Temecula on the 14th day of July, 1998 by the following roll call vote: COUNCILMEMBERS: NOES: COUNCILMEMBERS: COUNCILMEMBERS: Susan W. Jones, CMC City Clerk R~sos\97- 2 EXHIBIT "A" CITY OF TEMECULA COMPUTATION OF GANN APPROPRIATIONS LIMIT FY 1992-93 Appropriations Limit .............................. $10,109,911 FY 1993-94 Population Change* ................................... 8.25% FY 1993-94 Per Capita Personal Income Change* ....................... 2.72% Cumulative Compound (1.0825 x 1.0272) ............................ 11.19% FY 1993-94 Appropriations Limit .............................. $11,241,655 FY 1994-95 Population Change* .................................... 8.15% FY 1994-95 Increase in Non-Residential Assessed Valuation** ............... 21.7% Cumulative Compound (1.0815 x 1.2170) ............................. 31.61% FY 1994-95 Appropriations Limit ............................... t~14,796,098 FY 1995-96 City Population Change* ................................ 10.49% FY 1995-96 Per Capita Personal Income Change* ........................ 4.72% Cumulative Compound (1.1049 x 1.0472) ............................. 15.71% FY 1995-96 Appropriations Limit ............................... $17,119,161 FY 1996-97 City Population Change* ................................. 6.54% FY 1996-97 Increase in Non-Residential Assessed Valuation* * .............. 17.07% Cumulative Compound (1.0654 x 1.1707) ............................. 24.73% FY 1996-97 Appropriations Limit ............................... $21,352,109 FY 1997-98 City Population Change* ................................. 3.01% FY 1997-98 Per Capita Personal Income Change* ......................... 4.67% Cumulative Compound (1.0301 x 1.0467) .............................. 7.82% F Y 1997-98 Appropriation Limit ................................ $23,021,965 FY 1998-99 City Population Change* ................................. 6.41% FY 1998-99 Per Capita Personal Income Change* ......................... 4.15% Cumulative Compound (1.0641 x 1.0415) .............................. 10.83% FY 1998-99 Appropriation Limit ................................ $25,514,326 · Source: State of California Department of Finance · *Source: HdL Coren & Cone ITEM 7 APPROVAL CITY ATTORNEY FINANCE D I RE CTO ~2,~:7'1~' CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City ManagedCity Council 5~Susan W. Jones, City Clerk/Director of Support Services July 14, '1998 Purchase of Software PREPARED BY: Thomas Hafeli, Information Systems Administrator RECOMMENDATION: Authorize the purchase of Microsoft Windows 98 and Microsoft Office Pro 97 software from Compucom, Los Angeles, California in the amount of $61,749.56. BACKGROUND: The City recently completed a Request for Proposal (RFP) for the purpose of selecting a qualified vendor to acquire new software operating system and appropriate software to perform word-processing, spreadsheet, database, and presentation functions. The City's current operating system (Windows 3.11)will no longer be supported by Microsoft and is not year 2000 compliant. A total of ten proposals were received and reviewed. The proposals ranged from a low of $61,749.56 from Compucom of Los Angeles, California to a high of $106,862.04 submitted by LPS Computer Service of Escondido, California. Thirty-two RFP packets were mailed, including fourteen to Temecula computer dealers, of which the following ten responded: Vendor Total Quote Compucom, Los Angeles CompUSA, San Bernardino Omni Data, Riverside Inacom Information Systems, San Diego Optimal, San Diego Valley Micro Computers, Temecula IKON Office Solutions, Redlands AGAPE, Temecula ComputerLand, Redlands LPS Computer Service, Escondido $61,749.56 $62 385.00 $64 718.96 $65 127.34 $75 212.73 $76 224.61 $86 049.15 $86 147.39 $89 577.24 $106,862.04 Compucom of Los Angeles meets all the requirements of the RFP and is an authorized agent of Microsoft Corporation. Purchase of Software Page 2 FISCAL IMPACT: Adequate funds were appropriated in the 1998-99 Fiscal Year Budget for Information Services Internal Service fund to accommodate this purchase. ATTACHMENTS: Request for Proposal Scope of Work - Compucom, Los Angeles Equipment Purchase Agreement PART I: Qty 165 165 EXHIBIT A CITY OF TEMECULA REQUEST FOR PROPOSAL SCOPE OF WORK/PROPOSAL SHEETS EQUIPMENT SPECIFICATIONS Description Microsoft Windows 98 Upgrade Microsoft Office Pro 97 Unit Price SOFTWARE RFP Extended Price PART II: PRICING ITEM Software per specifications (PART I) Delivery Sales Tax Other Costs (please identify) TOTAL PRICE TOTAL PRICE '--/qq!. Address: Phone: Contact: L~J i ~' California State Computer Store Operated by COMPUCOM ' Line ,No. 1 2 3 4 5 6 7 8 9 lO 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Qty Sku# 165 218853 165 260019 Descriotion OFFICEPRO 97 WIN mfgg269-01139 Microsoft Windows 98 Version Upgrade MFG#730-00370 Line Item Total: 1.21% Mgnt Fee: Subtotal: Tax (Approx 7.75): Unit Price 259.55 83.62 343.17 Ext. Price 42825.75 13797.30 56623.05 685.13 57308.18 4441.38 Total: 61749.56 EQUIPMENT PURCHASE AGREEMENT This Purchase Agreement ("Agreement") is made as of July 14, 1998, by and between the City of Temecula ("City"), a municipal corporation, and Compucom, The Califomia State Computer Store, Los Angeles, California ("Vendor"). In consideration of the mutual covenants and promises contained herein, the parties agree as follows: 1. Purchase and Sale of Equipment. On and subject to the terms and conditions set forth in this Agreement and the Contract Documents, Vendor agrees to sell and deliver to City Microsoft Windows 98 Upgrade and Microsoft Office Pro 97 software as more particularly described in Exhibit A, Description of Equipment, attached hereto and incorporated herein as though set forth in full (hereafter "Equipment"). 2. Purchase Price. The Purchase Price which City agrees to pay to Vendor for the Equipment is Sixty-one thousand, seven hundred forty-nine dollars and fifty-six cents. The Purchase Price is final and shall be paid by City to Vendor in accordance with the following schedule: Net 30 days. 3. Representations and Warranties of Vendor. Vendor makes the following representations and warranties to City: a. Authority and Consents. Vendor has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement. No approvals or consents of any persons are necessary in connection with Vendor's execution, delivery and performance of this Agreement, except for such as have been obtained on or prior to the date hereof. The execution, delivery and performance of this Agreement by Vendor have been duly authorized by all necessary action on the part of Vendor and constitute the legal, valid and binding obligations of Vendor, enforceable against Vendor in accordance with their respective terms. b. Title and Operating Condition. Vendor has good and marketable title to all of the Equipment. All of the Equipment are free and clear of any restrictions on or conditions to transfer or assignment, and City will acquire absolute title to all of the Equipment free and clear of mortgages, liens, pledges, charges, encumbrances, equities, claims, covenants, conditions and restrictions except for such as may be created or granted by City. All of the Equipment are in good operating condition, are free of any defects, and are in conformity with the specifications, descriptions, representations and warranties set forth in the Contract Documents. Vendor is aware that City is purchasing the Equipment for use with a Novell 4.1 network and that City is relying on Vendor's warranties that the Equipment is fit for this purpose and the ordinary purposes for which the Equipment is normally used. c. Full Disclosure. None of the representations and warranties made by Vendor in this Agreement contain or will contain any untrue statement of a material fact, or omits to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading. 4. Time of Delivery. The date and time of delivery of the Equipment shall be on or before July 30, 1998. 5. Place of Delivery. The Equipment shall be delivered to this location. 43200 Business Park Drive, Temecula, California 92590. 6. Title and Risk of Loss. Title to and the risk of loss, damage and destruction of the Equipment shall remain with the Vendor until after inspection and acceptance of the Equipment by City. 7. Inspection and Acceptance. City shall inspect the Equipment at the time and place of delivery. Such inspection may include reasonable tests and use of the Equipment by City. If, in the determination of City, the Equipment fails to conform to the Agreement IN ANY MANNER OR RESPECT, City shall so notify Vendor within ten (10) days of delivery of the Equipment to City. Failing such notice, the Equipment shall be deemed accepted by City as of the date of receipt. 8. Rejection. In the event of such notice of non-conformity by City pursuant to Section 7, City may, at its option, (1) reject the whole of the Equipment, (2) accept the whole of the Equipment, or (3) accept any commercial unit or units of the Equipment and reject the remainder. The exercise of any of the above options shall be "without prejudice" and with full reservation of any rights and remedies of City attendant upon a breach. In the event of such notice and election by City, City agrees to comply with all reasonable instructions of Vendor and, in the event that expenses are incurred by City in following such instructions, Vendor shall indemnify City in full for such expenses. 9. No Replacements of Cure. This Agreement calls for strict compliance. Vendor expressly agrees that both the Equipment tendered and the tender itself will conform fully to the terms and conditions of the Agreement on the original tender. In the event of rejection by City of the whole of the Equipment or any part thereof pursuant to Section 8, City may, but is not required to, accept any substitute performance from Vendor or engage in subsequent efforts to effect a cure of the original tender by Vendor. 10. Indemnification. Vendor agrees to defend, indemnify, protect and hold harmless the City, its officers, officials, employees, agents and volunteers from and against any and all claims, demands, losses, damages, costs and liability of any kind or nature which the City, its officers, officials, employees, agents or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of or from the Equipment or Vendor's maintenance thereof, excepting only liability arising out of the sole negligence of the City. 11. Contract Documents. a. This Agreement includes the following documents, which are by this reference incorporated herein and made a part hereoff (1) Request for Proposal dated June 9, 1998, attached hereto as Exhibit B; (2) Vendor's response to the Request for Proposal dated July 1, 1998, attached hereto as Exhibit C. 2 b. In the event any term or condition of the Contract Documents conflicts with or is contradictory to any term or condition of the Agreement, the terms and conditions of this Agreement are controlling. c. In the event of a conflict in terms between this Agreement, the RFP and/or the Vendor's response to the RFP, this Agreement shall prevail over the RFP and the Vendor's Response to the RFP, and the RFP shall prevail over the Vendor's Response to the RFP. 12. Remedies. The remedies and rights conferred on the City by this Agreement are in addition to and cumulative with all other remedies and rights accorded the City under law or equity. 13. Survival of Representations and Warranties. All representations, warranties, covenants and agreements of the parties contained in this Agreement shall survive the execution, delivery and performance of this Agreement. 14. Legal Responsibilities. The Vendor shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Vendor 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 Vendor to comply with this section. 15. Assignment. This Agreement may not be assigned by Vendor without the express written consent of City. This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors and assigns. 16. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable, and binding on the parties. 17. Entire Agreement: Modification: Waiver. This Agreement, constitutes the entire agreement between the parties pertaining to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, whether oral or written. No supplement, modification or amendment of this Agreement or the Contract Documents shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement or the Contract Documents shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 18. Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third business day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, or on the first business day after being deposited with an overnight carder for delivery the next business day, and properly addressed as follows: To Vendor at: The California State Computer Store 520 S. Grand Ave, Suite 1070 Los Angeles, California 90071 To City at: City of Temecula 43200 Business Park Drive P.O. Box 9033 Temecula, California 92589-9033 Attn: City Manager Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new address in the manner set forth above. 19. Effects of Headings. The subject headings of the sections and subsections of this Agreement are included for convenience only and shall not affect or be considered in the construction or interpretation of any of its provisions. 20. Governing Law. This Agreemere shall be construed in accordance with, and governed by, the laws of the State of Califomia as applied to contracts that are executed and performed entirely in California. //// /I// 4 IN WITNESS WHEREOF, the parties to this Agreement have duly executed in on the day and year first above written. CITY OF TEMECULA Attest: Ron Roberts Mayor Susan W. Jones, CMC Acting City Clerk Approved As to Form: Peter M. Thorson City Attorney Vendor 5 ITEM 8 APPROVAL CITY MANAGER CITY OF TEMECULA AGENDA REPORT TO: FROM: DATE: City Manager/City Council ~,~)Susan W. Jones, City Clerk July 14, 1998 SUBJECT: Records Destruction Approval PREPARED BY: Gwyn R. Flores, Records Coordinator RECOMMENDATION: Approve the scheduled destruction of certain City records in accordance with the City of Temecula approved Records Retention Policy. BACKGROUND: On March 22, 1992, the City Council approved Resolution No. 92-17 which authorizes the destruction of certain City records which have become outdated, obsolete or are excess documents, in compliance with State of California Government Code, Sections 34090 through 34090.7. Attached Exhibit "A," lists records from the Finance Department, Accounts Payable Invoices from Fiscal Year 1995/96 A-N. These records have been identified within Group IV of the retention schedule, and have been scanned into the City's LaserFiche Imaging System. The imaging of these records complies with the requirements of Government Code Section 34090.5. The City Attorney has reviewed this request and has signed the Exhibit, as provided for in Resolution No. 92-17. ATTACHMENTS: Destruction of Records Request, Finance Department Exhibit "A", List of Records recommended for destruction r:\flores\destroy.ar TO: FROM: DATE: SUBJECT: Susan W. Jones, CMC, City Clerk Gwyn R. Flores, Records Coordinator July 14, 1998 Destruction of Records Request Attached is a listing of records maintained in the Finance Departmere that are eligible for destruction in accordance with the City of Temecula approved Retemion Policy. The attached list of records have been idemified within Retention Group IV, as outlined in Exhibit "!", Schedule A, of Resolution No. 92-17. The undersigned have reviewed and approved this destruction request. Pursuant to the requirements of Governmere Code Section 34090.5, I hereby give my consent to the destruction of records under the direction of the City Clerk pursuant to the City of Temecula's adopted Destruction of Obsolete Records Policy. APPROVED: Department Head: APPROVED: 'City Attorney: · Genie ~:t~/'~ance Departmere Date ' :' ' R: \Flores\destr. req EXHIBIT A 0 o ITEM 9 TO: FROM: DATE: SUBJECT: APPROVAL CITY ATTORNEY - DIRECTOR OF FINAN~E~ CITY MANAGER ~ CITY OF TEMECULA AGENDA REPORT City Manager/City Council Anthony J. Elmo, Chief Building Official z//~ July 14, 1998 Second Amendment to Agreement Between City of Temecula and BidAmerica RECOMMENDATION: That the City Council: Approve the Amended Scope of Services to include the scanning of building plans for the Building and Safety Department in its proposal for an additional amount not to exceed ten thousand sixty nine dollars ($10,069.00). Authorize the Mayor to execute the Second Amendment to the Agreement between the City of Temecula and BidAmerica. BACKGROUND: On December 16, 1997, the City Council approved an Agreement between the City of Temecula and BidAmerica to provide Compact Discs (CD's) of the Public Works Maps and Improvement Plans, by scanning the documents and creating a database table compatible with our Sierra System. BidAmerica has completed the process with the Public Works Department. The Building and Safety Department is required by State Health and Safety Code to maintain copies of plans of certain buildings for the life of such buildings. The scanning of building plans onto compact disc medium will satisfy this requirement and save considerable plan and file storage space. On March 17, 1998, the City Council approved an Amendment to the Contract Agreement with BidAmerica to include the scanning of Building and Safety Plans. The volume of documents and plan sheets required to be scanned have exceeded original estimates. During Fiscal Year 1997-98, 26,000 plan sheets and documents have been scanned and processed for retrieval through the compact disc medium. Original estimates were for approximately 13,000 sheets to be scanned by BidAmerica. The completion of this work brings the city into full compliance with State Health and Safety Code requirements. FISCAL IMPACT: Adequate funds are available in the Fiscal Year 1997-98 budget, in Account No. 001-1 62-999-5250 "Other Outside Services", for this purpose. No other funds will be necessary at this time. R: 18ROCKMEIbA GENDA IBIDAMER9. WPD 1 7/7/98 SECOND AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND BIDAMERICA THIS SECOND AMENDMENT is made and entered into as of July 14, 1998 by and between the City of Temecula, a municipal corporation ("City" and BidAmerica ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with respect to the following facts and purposes: A. On December 16, 1997 the City and Consultant entered into that certain agreement entitled "City of Temecula Agreement for Consultant Services" ("Agreement"). B. The Agreement was amended on March 17, 1998 and again on July 14, 1998. The Agreement as amended shall be referred to as the "Agreement." Co Amendment. The parties now desire to amend the Agreement as set forth in this 2. Section 4a of the Agreement is hereby amended to read as follows: "This amount shall not exceed twenty eight thousand four hundred sixty five dollars and sixty nine cents ($28,465.69)." 3. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. R.'IBROCKMEIiA GMTSL4MENBDAM. 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 BidAmerica BY: Steven Doulames, P. E. R:IBROCKMEIMGMTSMMENBDAM. 2 ITEM 10 TO: FROM: DATE: SUBJECT: APPROVAL CITY ATTORNEY DIRECTOR OF FINANC~~ CITY MANAGER CITY OF TEMECULA AGENDA REPORT City Manager/City Council Joseph Kicak, Director of Public Works/City Engineer July 14, 1998 Acceptance of Public Streets into the City Maintained-Street System (Within Tracts No. 27827-1 and 27827-F) (North side Nicolas Road from North General Kearny Road Westerly) PREPARED BY:iA~ RECOMMENDATION: Ronald J. Parks, Deputy Director of Public Works Albert K. Crisp, Permit Engineer That the City Council adopt a resolution entitled: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ACCEPTING CERTAIN STREETS INTO THE CITY MAINTAINED-STREET SYSTEM {WITHIN TRACTS NO. 27827-1 AND 27827-F) BACKGROUND: The City Council approved Tract No. 27827-1 on August 25, 1994, and Tract No. 27827-F on June 20, 1995, and entered into Subdivision Improvement Agreements for construction of street and drainage, and water and sewer system improvements with Coscan Davidson Temecula, Inc., a California Corporation. The City Council accepted the public improvements for both tracts on July 14, 1998, and initiated the faithful performance warranty period. The public streets now being accepted by this action are: Tract No. 27827-1: Portions of Marian Road, Tischa Drive, Warbler Drive, and two alleys. ( Nicolas Road and North General Kearny Road are already in the City Maintained-Street System, through succession to the County, and by City Council acceptance, respectively.) Tract No. 27827-F: Portions of Parkside Drive, Sarah Drive, Tischa Drive, Warbler Drive and two alleys. FISCAL IMPACT: Periodic surface and/or structural maintenance will be required every 5 to 8 years. ATTACHMENT: Resolution No. 98- with Exhibits "A" and "B", inclusive. 1 R:\AGDRPT\98\0714\TR278271 .FST RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ACCEPTING CERTAIN PUBLIC STREETSINTO THE CITY MAINTAINED-STREET SYSTEM (WITHINTRACTS NO. 27827-1 AND 2782%F) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: WHEREAS, The City of Temecula accepted offers of dedication of certain lots for street and public utility purposes made by Coscan Davidson Temecula, Inc., a California Corporation, with the recordation of Tracts Maps No. 27827-1 and 2782%F; and, WHEREAS, The City of Temecula accepted the improvements within Tracts No. 2782%1 and 27827-F on July 14, 1998. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Temecula hereby accepts into the City Maintained-Street System those streets or portions of streets offered to and accepted by the City of Temecula, described in Exhibits 'A" and 'B" attached hereto. PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula at a regular meeting held on the 14th day of July, 1998. Ron Roberts, Mayor ATTEST: Susan W. Jones, CMC, City Clerk 2 R:\AGDRPT~98\0714\TR278271.FST (SEAL) STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, CMC, City Clerk of the City of Temecula, California, do hereby certify that Resolution No. 98-~ was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof held on the 14th day of July, 1998, by the following vote: AYES: 0 COUNCILMEMBERS NOES: 0 COUNCILMEMBERS ABSENT: 0 COUNCILMEMBERS Susan W. Jones, CMC, City Clerk R:\AGDRPT\98\0714\TR278271 .FST EXHIBIT "A" TO RESOLUTION NO. 98- Accepting the public streets offered to and accepted by the City of Temecula as indicated on Tract Maps No. 27827-1 and 2782%F, and accepting subject public streets into the City Maintained- Street System as described below: A. Those lots described as Lots" A" through "G" inclusive, as shown on Tract Map No. 2782%1, f'ded 30 August 1994, in Book 249 of Maps, Pgs 96-100 Incl., further described as follows: Lot "A"* Portion of Nicolas Road Lot "B" # Portion of North General Kearny Road Lot 'C" Portion of Warbler Drive LOt "D" Portion of Marian Road Lot "E" Portion of Tischa Drive Lot 'F~ Portion of Alley LOt "G~ Portion of AHey B. Those lots described as Lots 'A" through "F" inclusive, as Shown on Tract Map No. 27827-F, filed 5 July 1995, in Book 254 of Maps, Pgs 24-27 Incl., further described as follows: Lot Lot Lot Lot "D" Lot "E~ Lot Portion of Parkside Drive Portion of Sarah Drive Portion of Tischa Drive Portion of Warbler Drive Portion of Alley Portion of Alley * Nicolas Road was a part of the County Maintained-Road System prior to City Incorporation on December 1, 1989, and became a part of the City Maintained-Street System by succession on that date. # North General Kearny Road in this reach was accepted into the City Maintained-Street System on March 14, 1995, by City Council Resolution No. 95-21. 4 R:\AGDRFF~98\0714\TR278271 .FST EXHIBIT 'B' TO RESOLUTION NO. 98- SUBJECT ACCEPTANCE- PUBLIC STREETS INTO THE CITY MAINTAINED- STREET SYSTEM AS INDICATED BELOW: VICINITY HAP N 663.73 ) __~ NICOLAS ROAI~ 13' 45" ~, L-654 · 05' NOTE: MAPS NOT TO SCAI,E STREETS OR PORTIONS OF STREETS TO BE ACCEPTED INTO CITY MAINTAINED-STREET SYSTEM ITEM 11 APPROVAL CD II ~C~O~ FN EF IYN A N C ~___- CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council Joseph Kicak, Director of Public Works/City Engineer July 14, 1998 Accept Public Improvements in Tract No. 27827-F (Northwesterly Corner of Intersection of North General Kearny Road at Nicolas Road) PREPARED BY: ~ Ronald J. Parks, Deputy Director of Public Works )~ Albert K. Crisp, Permit Engineer RECOMMENDATION: That the City Council 1. ACCEPT the public improvements in Tract No. 27827-F 2. AUTHORIZE reduction in Faithful Performance bond amount for street and drainage, and water and sewer system improvements to the ten-percent (10%) warranty level, and initiation of the one- year warranty period. 3. DIRECT the City Clerk to so advise the Developer and Surety. BACKGROUND: The City Council approved Tract Map No. 27827-F on June 13, 1995, and entered into Subdivision Improvement Agreement with: Coscan Homes California, Inc., a California Corporation Doing Business as Coscan Davidson Homes. 12865 Pointe Del Mar, Suite 200 Del Mar, CA 92014 for the improvement of street and drainage, water and sewer system, and subdivision monumentation. The bonds were posted by Reliance Insurance Company as follows: Bond No. B2482440/111155 in the amount of $340,500 ($220,000, $67,000, and $53,500, respectively) for street and drainage, and water and sewer system improvements. Bond No. B2482449/111155 in the amount of $197,000 ($151,500, $23,500, and $22,500, respectively) for street, water and sewer system labor and materials. R:~GDR_PT\98\0714\TR27827F.ACC Bond No. B2482453/111156 in the amount of $13,392 to cover subdivision monumentation. Bond No. 2482452/111156 in the amount of $34,050 to cover faithful Performance Warranty amount Public Works Staff has reviewed and approved the public improvements, and the Eastern Municipal and Rancho California Water Districts have approved the sewer and water systems, respectively. Therefore, Staff recommends the acceptance of the public improvements, initiation of the one-year warranty period and reduction in Faithful Performance security amount to the ten-percent (10%) warranty amount. The following bond is to be released: Bond No. B2482449/111155 for Faithful Performance 8340,500 The following security will be retained for the one-year warranty period: Bond No. B2482452/111156 for Faithful Performance Warranty $34,050 The developer is required to post Labor and Material security to assure payment to providers of materials and labor. This security is retained for the contractual six-month lien period following City Council acceptance of the public improvements as follows: Bond No. B2482449/11155 for Labor and Materials for public improvements in the amount of $170,000 The Subdivision Monumentation Bond is in process for release. Staff will review the monumentation for confirmation. If satisfactory, Staff will then recommend release of the of the Subdivision Monumentation security to the City Council. The affected public streets are being accepted into the City Maintained-Street System by City Council Resolution No. 98- . The streets within the subdivision are portions of Parkside Drive, Sarah Drive, Warbler Drive, Tischa Drive, and two alleys. FISCAL IMPACT: None ATTACHMENTS: 1. Location Map 2. Warranty Bond (On file) R:\AGDRPT\98\0714~TR27827F.ACC TRACT MAP NO. ?~787.7-F "~ocation Mau NOTE: MAP~ NOT TO ~CALE ITEM 12 APPROVAL .~,._ ~ CITY ATTORNEY ~/'/, ~. DIRECTOR OF FINANCE ,~_~ CITY MANAGER ,~ TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council Joseph Kicak, Director of Public Works/City Engineer July 14, 1998 Release Faithful Performance Warranty and Labor and Materials Securities in Tract No. 27827-3 (Northwesterly of intersection of North General Kearny Road at Nicolas Road) PREPARED BY~ Ronald J. Parks, Deputy Director of Public Works Albert K. Crisp, Permit Engineer RECOMMENDATION: That the City Council 1. AUTHORIZE release of the Faithful Performance Warranty and Labor and Materials Securities for public street, water, and sewer improvements in Tract No. 27827-3, 2. DIRECT the City Clerk to so advise the Developer and Surety. BACKGROUND: The City Council approved Tract Map No. 27827-3 on January 24, 1995, and entered into agreements with: Coscan Homes California, Inc., a California Corporation Doing Business as Coscan Davidson Homes. 12865 Pointe Del Mar, Suite 200 Del Mar, CA 92014 for the improvement of streets, water and sewer system, and subdivision monumentation. The bonds were posted by Reliance Insurance Company as follows: Bond No. B2482393/111126 in the amount of $339,500, ($244,000, $49,000, and $46,500, respectively) for street, water and sewer system improvements. Bond No. B2482393/111126 in the amount of $169,750 ($122,000, $24,500, and $23,250, respectively) for street, water and sewer system labor and materials. Bond No. B2482395/111128 in the amount of $13,284 to cover subdivision monumentation. 1 R:\AGDRPT~8\0714\TR278273 .FIN Bond No. B2482394/111127 in the amount of $33,950 to cover faithful performance warranty amount. On June 10, 1997, the City Council accepted the public improvements, initiated the one-year warranty period, and authorized reduction in the Faithful Performance Bond to the ten-percent (10%) warranty level for which the following Faithful Performance Warranty bond is on file: Bond No. B2482394/111127 for street, water, and sewer improvements $33,950 Staff has inspected and verified the public improvements and any repairs/replacement have been satisfactorily completed. The Public Works Department therefore recommends release of this Faithful Performance Warranty security. The developer was required to post security for Labor and Materials claims. No claims having been made against the Labor and Materials Bond during the six-month contractual lien period, Staff recommends release of the following security: Bond No. B2482393/111126 for Labor and Materials in the amount of $169,750 The public streets within this tract were accepted into the City Maintained-Street System by City Council Resolution No. 97-56. The streets accepted were portions of June Road, April Drive, Parkside Drive, and two alleys. FISCAL IMPACT: None ATTACHMENT: Location Map 2 R:~AGDRFT\gS\0714\TR278~Z73.FIN VICINITY UAP Tract MaD No. 27,' 9~7-3 Location Map NOTE,: MAPS NOT TO SCAI,E ITEM 13 APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE CITY MANAGER CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: ~ r Joseph Kicak, Director of Public Works/City Engineer DATE: July 14, 1998 SUBJECT: Accept Public Improvements in Tract No. 27827-1 (Northwesterly Corner of Intersection of North General Kearny Road at Nicolas Road) PREPARED BY: /~ Ronald J. Parks, Deputy Director of Public Works Albert K. Crisp, Permit Engineer RECOMMENDATION: That the City Council 1. ACCEPT the public improvements in Tract No. 27827-1 2. AUTHORIZE reduction in Faithful Performance bond amount for street, water, and sewer improvements to the ten-percent (10%) warranty level, and initiation of the one- year warranty period. 3. DIRECT the City Clerk to so advise the Developer and Surety. BACKGROUND: The City Council approved Tract Map No. 27827-1 on August 23, 1994, and entered into Subdivision Improvement Agreement with: Coscan Homes California, Inc., a California Corporation Doing Business as Coscan Davidson Homes. 12865 Pointe Del Mar, Suite 200 Del Mar, CA 92014 for the improvement of streets, water and sewer system, and subdivision monumentation. The bonds were posted by Reliance Insurance Company as follows: 1. Bond No. B2380578/111058 in the amount of $394,000 ($302,000, $47,000, and $45,000, respectively) for street, water and sewer system improvements. 2. Bond No. B2380578/111058 in the amount of $197,000 ($151,500, $23,500, and $22,500, respectively) for street, water and sewer system labor and materials. 3. Bond No. B2482283/111062 in the amount of $13,608 to cover subdivision monumentation. R:\AGDRI:~98\0714\TR278271 .ACC Bond No. B2482312/111069 in the amount of $39,400 to cover faithful performance warranty amount. On July 9. 1996, the City Council authorized the maximum allowable contractual partial reduction in Faithful Performance security amount of fifty-percent (50%).The Faithful Performance Bond amount was reduced to the following amount: Street, Water & Sewer System Improvements Bond No. B2380578/111058 $197,000 Public Works Staff has reviewed and approved the public improvements, and the Eastern Municipal and Rancho California Water Districts has approved the sewer and water systems, respectively. Therefore, Staff recommends acceptance of the public improvements, initiation of the one-year warranty period, and reduction in the Faithful Performance amount to the ten- percent (10%) warranty amount. The developer has posted the following warranty bond: Faithful Performance Warranty Bond for Street, Water and Sewer System Improvements Bond No. B2482312/111069 in the amount of $39,400 Therefore, Staff recommends the release of the Faithful Performance bond as the warranty requirements have been met with the said Faithful Performance Warranty security. The bond to be released at this time is as follows: Faithful Performance Bond for Street, Water and Sewer Systems Improvements Bond No. B2380578/111058 in the amount of $394,000 The developer was required to provide Labor and Materials security to assure that providers of materials and labor are paid. This security is retained for the contractual six-month lien period following City Council acceptance of the improvements. The Subdivision Monumentation is in process for release. Staff will review the monumentation for confirmation. If satisfactory, Staff will then recommend of the Subdivision Monumentation security to the City Council. The affected public streets are being accepted into the City Maintained-Street System by City Council Resolution No. 98- at this time. The streets within the subdivision are portions of Marian Road, Warbler Drive, Tischa Drive, and two alleys. Portions of Nicolas Road and North General Kearny Road within the tract boundary were previously accepted into County or City Maintained Road or Street Systems. FISCAL IMPACT: None ATTACHMENT: Location Map R:h~_GDRFr\98\0714\TR278271 .ACC N 73, ~3'45" R=~70.00' '-~4.05' NOTE: MAPS NOT TO SCALE VICINITY MAP TRACT NO. Location 27827-1 Map ITEM 14 APPROVAL CITY ATTORNEY DIRECTOR OF FINANC~.~'/~- CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council Joseph Kicak, Director of Public Works/City Engineer July 14, 1998 Acceptance of Public Streets into the City Maintained-Street System (Within Tract No 24133-5) (Located westerly of Montelegro Way, between McCabe Drive and Leena Way). PREPARED BY.' ~/Ronald J. Parks, Deputy Director of Public Works )~ Albert K. Crisp, Permit Engineer RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ACCEPTING CERTAIN STREETS INTO THE CITY MAINTAINED-STREET SYSTEM (WITHIN TRACT NO, 24133-5) BACKGROUND: The City Council approved Tract No. 24133-5 on February 27, 1996, and entered into Subdivision Improvement Agreement for construction of street and drainage, and water and sewer system improvements with KI/FKLA Rancho Realty, L.L.C., a Delaware Limited Liability Company. The City Council accepted the public improvements for this tract on July 14, 1998, and initiated the one-year warranty period. The public streets now being accepted by this action are Calle Ballantine, Corte Albano, Via Rivas, Corte Colucci, and portions of Corte Almeria, Montelegro Way, and Amarita Way. FISCAL IMPACT: Periodic surface and/or structural maintenance will be required every 5 to 8 years. ATTACHMENT: Resolution No. 98- with Exhibits "A" and "B", inclusive. R:tAGDRPTI98[O? 141TR241335. STS RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ACCEPTING CERTAIN PUBLIC STREETS INTO THE CITY MAINTAINED-STREET SYSTEM (WITHIN TRACT NO. 24133-5) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: WHEREAS, The City of Temecula accepted offer of dedication of certain lots for street and public utility purposes made by KI/FKLA Rancho Realty, L.L.C., a Delaware Limited Liability Company, with the recordation of Tract Map No. 24133-5; and, WHEREAS, The City of Temecula accepted the improvements within Tract No. 24133-5 on July 14, 1998. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Temecula hereby accepts into the City Maintained-Street System those streets or portions of streets offered to and accepted by the City of Temecula, described in Exhibits "A" and "B" attached hereto. PASSED, APPROVED, AND ADOFrED, by the City Council of the City of Temecula at a regular meeting held on the 14th day of July, 1998. Ron Roberts, Mayor ATTEST: Susan W. Jones, CMC City Clerk 2 R:IAGDRPTI981O7141TR241335. STS (SEAL) STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, CMC, City Clerk of the City of Temecula, California, do hereby certify that Resolution No. 98- was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof held on the 14th day of July, 1998, by the following vote: AYES: 0 NOES: 0 ABSENT: 0 COUNCILMEMBERS COUNCILMEMBERS COUNCILMEMBERS Susan W. Jones, CMC, City Clerk 3 R: [A GDR?T~98~O? 141TR241335. STS EXHIBIT "A" TO RESOLUTION NO. 98 Accepting the public streets offered to and accepted by the City of Temecula as indicated on Tract Map No. 24133-5, and accepting subject public streets into the City Maintained- Street System as described below: Those lots described as Lots "A" through "F" inclusive, as shown on Tract Map No. 24133-5, filed 29 February 1996, in Book 257 of Maps, Pgs 69-75 Incl., further described as follows: Lot Lot 'B" Lot 'C" Lot "D Lot Lot "F" Portion of Amarita Way and Portion of Montelegro Way Via Riva Portion of Corte Almeria Corte Ballentine Corte Colucci Corte Albano 4 R:IA GDRPT~98~0714~ TR241335. STS EXHIBIT "B" TO RESOLUTION NO. 98 SUBJECT ACCEPTANCE- PUBLIC STREETS INTO THE CITY MAINTAINED-STREET SYSTEM AS INDICATED BELOW: 2,¢ VICINITY MAP TRACT NO. 24133, NOT;: MAPS NOT TO SCALr: STRP. E"~ OR PORTIONS OF STREETS TO RE ACCEPTED INTO CITY MAINTAINED-STREET SYSTEM ITEM 15 APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE/E~'~' CITY MANAGER TO: FROM: DATE: SUBJECT: PREPARED BY: RECOMMENDATION: 1. 2. CITY OF TEMECULA AGENDA REPORT City Manager/City Council Joseph Kicak, Director of Public Works/City Engineer July 14, 1998 Accept Public Improvements in Tract No. 24133-5 (located westerly of Montelegro Way, between McCabe Drive and Leena Way) Ronald J. Parks, Deputy Director of Public Works Albert K. Crisp, Permit Engineer That the City Council: ACCEPT the public improvements in Tract No. 24133-5 AUTHORIZE reduction in the Faithful Performance security amounts to the ten-percent (10%) warranty level, and initiation of the one-year warranty period DIRECT the City Clerk to so advise the developer and surety BACKGROUND: On January 27, 1996, the City Council approved Tract Map No. 24133-5, and entered into Subdivision Improvement Agreement with: KI/FKLA Rancho Realty, L.L.C. for the improvement of street and drainage, water and sewer systems, subdivision monumentation, and traffic signalization mitigation fees. The securities were posted by The Aetna Casualty and Surety Company, as follows: Bond No. 100869980-96-003 in the amount of $1,087,500 ($725,000, $172,500, and $190,000 for street and drainage, water, and sewer improvements, respectively) for Faithful Performance, Bond No. 100869980-960--3 in the amount of $544,000 ($362,500, $86,500, and $95,000 for street and drainage, water, and sewer improvements, respectively) for Labor and Materials. Bond No, 100869980-96-004 in the amount of $26,700 for subdivision monumentation. Bond No. 100869980-96-005 in the amount of $18,300 for traffic signalization mitigation. R: \AGDRPT\98\0714\TR241335.ACC Public Works Staff has reviewed and approved the public improvements, and the Eastern Municipal and Rancho California Water Districts have approved the sewer and water systems, respectively. Therefore, Staff recommends acceptance of the public improvements, initiation of the one-year warranty period, and reduction in Faithful Performance security amounts to the ten-percent (10%) warranty amount as follows: Bond No. 100869980-96-003 for Faithful Performance for public improvements in the amount of $108,750 The developer is also required to provide Labor and Materials security to assure that providers of materials and labor are paid. This security is retained for a contractual six-month lien period following City Council acceptance of the improvements as follows: Bond No. 100869980-96-003 for Labor and Materials for public improvements in the amount of $544,000 The Traffic Signalization Mitigation fees have been paid and therefore Staff recommends release of the following security: Bond No. 100869980-96-005 for Traffic Signalization Mitigation $18,300 The subdivision monumentation is in process for release. Staff will review the monumentation for confirmation. If satisfactory, the Staff will then recommend release of the Subdivision Monumentation security to the City Council. The affected streets are being accepted into the City Maintained-Street System by City Council Resolution No. 98- at this time. The streets within the subdivision are Corte Albany, Corte Caleche, Calls Ballentine, Via Rivas, and portions of Corte Almeria, Amarita Way, and Montelegro Way. FISCAL IMPACT: None ATTACHMENT: Location Map 2 R:\AGDRPT\98\0714\TR241335 .ACC --I VICINITY MAP TRACT IVi. B. Tracts No. ?.4133-5 :',ocation Man NO. 24133 NOTE: MAPS NOT TO SCAI,F~ ITEM 16 APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE~ CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council /~Joseph Kicak, Director of Public Works/City Engineer ,~//// July 14, 1998 Partial Reduction in Faithful Performance Security Amount in Tract No. 21818 ( Westerly of intersection of Via Norte at Kahwea Road) PREPARED BY: .~ Ronald J. Parks, Deputy Director of Public Works Albert K. Crisp, Permit Engineer RECOMMENDATION: That the City Council 1. AUTHORIZE fifty-percent (50%) reduction in Faithful Performance Public Improvement security for Street and Drainage, and Water System improvements, in Tract No. 21818, 2. DIRECT the City Clerk to so advise the Developer and Surety. BACKGROUND: On June 25, 1991, the City Council approved Tract Map No. 21818, and entered into subdivision agreements with: Mesa Homes for the improvement of street and drainage, installation of water systems, and subdivision monumentation, and traffic signalization mitigation fees. Accompanying the subdivision agreements were Instruments of Credit issued by Butterfield Financial Corporation as follows: Instrument of Credit in the amount of $442,000 ($365,500, and $74,500, for street and drainage, and water system, respectively) to cover faithful performance. Instrument of Credit in the amount of $221,000 ($184,000 and $37,500, for street and drainage, and water system, respectively) to cover labor and materials. 3. Instrument of Credit in the amount of $14,500 to cover subdivision monumentation. Instrument of Credit in the amount of $4,350.00 to cover traffic signalization mitigation fees. ! R:\AGDRPT~98\0714\TR21818. PAR Subsequent to recording the tract map, Mesa Homes sold the project to the new developer: Barrick/Grimm 746 S. Main Street, Suite "A" Fallbrook, CA 92028 On January 14, 1997, the City Council accepted a substitute Subdivision Improvement Agreement and the following securities as posted by Scripps Bank: Irrevocable Letter of Credit No. 01-454 in the total amount of $442,000 ($365,500, and $74,500, for street and drainage, and water system, respectively) to cover faithful performance. Irrevocable Letter of Credit No. 01-453 in the total amount of $221,000 ($184,000, and $37,500, for street and drainage, and water system, respectively) for labor and materials. o Irrevocable Letter of Credit No. 01-452 in the amount of $14,500 for subdivision monumentation ~ Irrevocable Letter of Credit No. 01-451 in the amount of $4,350 for traffic signalization mitigation fees. Public Works Staff has reviewed the status of construction as requested by the developer and recommends a fifty-percent (50%) reduction in the Faithful Performance security amount, as permitted under Section 6.(b) of the Subdivision Improvement Agreement for this project, as follows: Street, and Drainage, and Water System Improvements LOC No. 01-454 $221,000 The remaining Faithful Performance security amount is sufficient to both complete the remaining work and provide the contractual ten-percent (10%) warranty amount as follows: Street and drainage, and Water System Improvements LOC No. 01-454 $221,000 The affected streets, although not completed or accepted, are Baccarat Road, Kahwea Road (formerly Green Meadow Road), and portions of Via Norte, Avenida Centenario, Avertida Del Reposo, and Avenida Buena Suerte. FISCAL IMPACT: None ATTACHMENT: Location Map 2 R:\AGDRPT~98\0714\TR21818.PAR Tract No. 21818 Loca-ion Mat) NOTE: MAPS NOT TO SCALE ITEM 17 APPROVAL CITY ATTORNEY DIRECTOR OF FINANC~'?~ CITY MANAGER CiTY OF TEMECULA AGENDA REPORT TO: FROM: DATE: City Manager/City Council ./~_~Joseph Kicak, Director of Public Works/City Engineer July 14, 1998 SUBJECT: Release Bond for Traffic Signalization Mitigation Fees in Parcel Map No. 19677 (NW/o Ynez Road and N/o Winchester Road) PREPARED BY :~. Ronald J. Parks, Deputy Director of Public Works Albert K. Crisp, Permit Engineer RECOMMENDATION: That the City Council AUTHORIZE release of bond for Traffic Signal Mitigation Fees in Parcel Map No. 19677 DIRECT the City Clerk to so notify the developers and the Clerk of the Board of Supervisors. BACKGROUND: The County of Riverside approved Parcel Map No. 19677 on May 6, 1986, and entered into agreements with the developer, Kaiser Development, including a deferment agreement for payment of traffic signal mitigation fees. A bond was posted by Insurance Company of the West as follows: Traffic Signal Mitigation Bond No. 013 68 88 70,572.50 Where securities are posted in accordance with the agreements, these securities are generally held in full until all of the parcel owner/developers have paid the pertinent traffic signalization mitigation fees. This may require several years to accomplish in industrial park developments where a number of builders may develop on one of many parcels in the overall development. Several developments have been constructed on the parent parcels in Parcel Map No. 19677 and several others on re-subdivided parcels. The remaining parcels would be responsible for traffic signalization mitigation fees based on the original per gross-acre rates of $1,750 for industrial uses and $2,500 for commercial uses. City Council adopted Ordinance No. 97-09 adding a new chapter to the Development Code and established and implemented a Public Facilities Development Impact Fee (DIF) program. These fees were established by and are subject to adjustment by City Council Resolution. 1 R:\AGDRPT~98\0714\PM19677.TSM Staff recommends that the City Council authorize release of the bond on file for Parcel Map No 19677 in the amount of $170,572.50 which was based on the per gross acre fees noted above. Under the DIF program, the fees in effect at the time that building permits are issued will be determined by the square footage of the proposed building rather than on gross acreage. All other contractual obligations for public improvements have been completed and the faithful performance warranty, labor and materials, and subdivision monument bonds for this development have been released by Riverside County action prior to incorporation or immediately after incorporation. The subject Traffic Signalization Mitigation security is on file with the County of Riverside. All streets within the Parcel Map boundary are in the City Maintained-Streets System by succession to County of Riverside. FISCAL IMPACT: None ATTACHMENTS: Location Map 2 R:\AGDRPT~98\0714\PM19677.TSM I J~IClNI rr _ .~t,4__P PARCF. I. MAP NO. 19677 ~ ,ocation Mau NOTE: MAP~ NOT TO SCAI,E ITEM 18 TO: FROM: DATE: SUBJECT: APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE CITY MANAGER CITY OF TEMECULA AGENDA REPORT City Manager/City Council Joseph Kicak, Director of Public Works/City Engineer July 14, 1998 City of Temecula Tree Policy PREPARED BY: (~ Bradley A. Buron, Maintenance Superintendent RECOMMENDATION: That the City Council adopt a Resolution entitled: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE "CITY OF TEMECULA TREE POLICY" BACKGROUND: The purpose of this Tree Policy is to provide guidelines for the protection and preservation of trees planted within the City of Temecula's right-of-way, including City parks, public facilities and Temecula Community Services District (TCSD) maintained areas. There are approximately 6,000 trees planted within the City's right-of-way as well as 3,000 trees planted in City parks, public facilities and TCSD maintained areas. The collection of these trees is referred to as the "City's Urban Forest". The goal of this policy is to gain the maximum benefits from a healthy urban forest at a minimal cost. The City's Urban Forest is a valuable asset that is worthy of protection and preservation. Trees beautify the landscape and enhance the quality of life of our residents. Trees remove carbon monoxide from the air and are a source of oxygen. They can provide shade for both residential and commercial buildings and can help to reduce cooling costs in hot weather. Trees can also provide protection from damage by destructive winds. These are only a few of the benefits that can be realized by selecting the appropriate species of trees and then planting and maintaining the trees correctly. This Tree Policy is a reference source to be used by private contractors and City employees whenever any work is planned or performed to plant, prune, or remove trees within a City right- of-way or City facility. With the exception of nonresidential owned properties with trees planted as part of a Precise Plan of Design, private property owners are prohibited from performing any planting, pruning, removing and spraying of a City tree as defined in the Tree Policy. R: ~A GDRPTI98~0714~ TREEPOL L RES/AJP The following sections present guidelines and specifications for selecting, planting, maintaining, and removing trees within the City's right-of-way, including City parks, public facilities and TCSD maintained areas. These guidelines and specifications conform with the national standards for tree care as set forth by the International Society of Arborculture and the National Arborists Association. FISCAL IMPACT: None ATTACHMENT: 1. Resolution No. 98- 2. Exhibit "A" City of Temecula Tree Policy 2 R: IA GDRPTt98i 07141TREEPOL I. RES/AJP RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE "CITY OF TEMECULA TREE POLICY" THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Hereby approves and establishes the "City of Temecula Tree Policy" attached hereto as Exhibit "A". PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula at a regular meeting held on the 14th day of July, 1998. ATTEST: Ron Roberts, Mayor Susan W. Jones, CMC City Clerk STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) CITY OF TEMECULA ) SS I, Susan W. Jones, CMC City Clerk of the City of Tem~ula, California, do hereby certify that Resolution No. 98-__ was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof held on the 14th day of July, 1998, by the following vote: AYES: 0 COUNCILMEMBERS: NOES: 0 COUNCILMEMBERS: ABSENT: 0 COUNCILMEMBERS: Susan W. Jones, CMC City Clerk 3 R:[AGDRPTI98[O714iTREEPOL£RES/AJP EXHIBIT 'A ' City of Temecula Tree Policy Introduction The purpose of this Tree Policy is to provide guidelines for the protection and preservation of trees planted within the City of Temecula's right-of-way, including City parks, recreational facilities and Temecula Community Services District (TCSD) maintained areas. There are approximately 6,000 trees planted within the City right-of-way as well as 3,000 trees planted in City parks, public facilities and TCSD maintained areas. The collection of these trees is referred to as the City's Urban Forest. The goal of this policy is to gain the maximum benefits from a healthy urban forest at a minimal cost. The City's Urban Forest is a valuable asset that is worthy of protection and preservation. Trees beautify the landscape and enhance the quality of life of our residents. Trees remove carbon monoxide from the air and are a source of oxygen. They can provide shade for both residential and commercial buildings and can help reduce cooling costs in hot weather. Trees can also provide protection from damage by destructive winds. These are only a few of the benefits that can be realized by selecting the appropriate species of trees and then planting and maintaining the trees correctly. This Tree Policy is a reference source to be used by private contractors and City employees whenever any work is planned or performed to plant, prune, or remove trees in the City right-of-way, parks, recreational facilities and TCSD maintained areas. With the exception of nonresidential owned properties and trees planted as part of a Precise Plan of Design, private property owners are prohibited from performing any planting, pruning, removing and spraying of a City tree as defined in the draft Tree Policy. The following sections present guidelines and specifications for selecting, planting, maintaining, and removing trees within City right-of-way including parks, public facilities, and TCSD maintained areas. These guidelines and specifications conform with the national standards for tree care as set by the International Society of Arborculture and the National Arborists Association. I. TREE PRUNING A. Pruning by the City Property owners can request street tree pruning. Property owners shall not remove or prune without prior written authorization from the Director of Public Works. A request for tree pruning must be: 1) verified to be within City right-of-way; and 2) inspected as to its condition A work order shall then be prepared and the tree will be scheduled for pruning. B. Pruning by Private Contractors A private contractor can work on a City tree after obtaining prior written authorization from the City. The contractor must follow the tree pruning guidelines as listed in Section I. C. All tree work shall be conducted in a manner that causes the least possible interference with pedestrian and vehicular traffic. Traffic shall be allowed to pass through the work areas under conditions of safety and with as little inconvenience and delay as possible. A written traffic control plan must be submitted by contractors to the Public Works Department and approved by the City before any work begins. Written authorization from the City is not required for maintenance performed on the trees planted within the City right-of-way on nonresidentially owned property which were part of a Precise Plan of Design. However, all work performed shall follow the guidelines listed under Section I.C. and I.D. C. Tree Pruning Guidelines Complete tree pruning shall consist of the total removal of those dead and living branches that may menace the future health, strength, and auractiveness of the tree. Specifically, trees shall be pruned to comply with the following guidelines: 1) 2) 3) 4) To prevent branch and foliage interference with safe public passage. Over street clearance shall be kept to a minimum of 17 feet above the paved surface of the street, 14 feet above the curb and 14 feet above the surface of a public sidewalk or pedestrian walkway. Exceptions are allowed for young trees which would be irreparably damaged by such pruning action. To remove all dead and dying branches and branch stubs. To remove all broken branches. To remove any living branches which interfere with the trees' structural strength and healthful development, which will include the following: · Limbs which rub and abrade a more important branch. · Limbs of weak structure which are not important to the framework of the tree. · Limbs which, if allowed to grow, would wedge apart the junction of more important branches. · Limbs forming multiple leaders in a single leader type tree. · Branches near the end of the limb which will produce more weight or offer more resistance to wind than the limbs are capable of supporting. · Undesirable sucker and sprout growth. · Selective removal of one or more developing leaders where multiple branch growth exists near the end of broken or stubbed limbs. · Selective removal of limbs obstructing buildings or other structures, traffic signals or signs, and street lights. Generally, limbs closer than five feet to a building or other structure should be removed unless doing so would severely damage a tree. · Removal of branches which project too far outward beyond a symmetrical form. r: ~w, aint ain\tr~s \98 \tre~ policyhne\6\9~ 2 5) To cut back ends of branches and reduce weight when it appears likely to result in breakage of supporting limbs. 6) To clear trees of sprout or sucker growth to a minimum height of 8 feet above ground level. Exceptions are allowed for young trees which would be irreparably damaged by such pruning. 7) To obtain a balanced appearance when viewed from the opposite side of the street immediately opposite of the tree. 8) To remove all vines entwined in trees and on tree trunks. 9) To clear all branches within 4 feet to 6 feet of electrical lines, and at least 1 foot of other utility lines such as cable and telephone. The International Society of Arborticulture (I.S.A.), National Arborist Association (N.A.A.), and British Standards Institute (B.S.I.) all recommend removing no more than 30% of the branch system of a healthy tree. These pruning standards are those of the I.S.A., N.A.A., and B.S.I. and are also recognized by most arborist organizations. D. Site Clean Up After trimming is complete, the City Public Works Department crew or private contractor shall ensure the work area is cleaned and all trimmings for disposal are promptly removed. Under no circumstances shall the accumulation of limbs, logs or other debris be allowed in such a manner as to result in a hazard to the public. Any fkewood generated from the trimming of City trees can be left with the property owner if so requested. If not, the wood will be taken to the Public Works Department City Yard for disposal. E. Emergency Tree Pruning City or private contractor with prior written authorization may prune street trees on an emergency basis. Emergency pruning includes, but is not limited to, the following situations: 1) Priming of tree limbs that interfere with utility lines unless work can be done by the respective utility company. 2) Pruning tree limbs that interfere with: · Street light illumination · Street signal lights · Street signs · Buildings or other public or private facilities · Safe vehicular or pedestrian traffic 3) Pruning of hazardous limbs, such as large dead limbs greater than 2 inches in diameter. r: Xmaintain\trees\98Xtree policy~,e\6~98 3 II. TREE REMOVALS It is the City's policy to preserve and to protect healthy trees that provide valuable benefits to our environment. In general, tree removal without cause is prohibited. However, whenever a tree must be removed, every attempt to replace the tree with an acceptable species should be made by the property owner. The following guidelines have been developed to determine when cause for removal exists for trees located within City right- of-way, parks, public facilities and TCSD maintained areas. Trees planted on nonresidential properties that were part of a Precise Plan of Design cannot be removed without written authorization from the Planning Division of the Community Development Department. A. Diseased/Insect Infested Trees Trees that have been determined to be diseased or infested by insects that are a threat to healthy nearby trees, if chemical or biological control would be ineffective, may be removed to prevent damage to the other healthy trees. B. Hazardous Condition Removal If a tree causes a liability (i.e. blocking a stop sign or signal light), it may be removed. Reasons for tree removal must include one or more of the following considerations: 1) If pruning to correct the hazard would seriously disfigure the tree 2) If the cost of the continual pruning of the tree outweighs the value of the tree 3) If potential liability exists because of conditions caused by the tree which may result in litigation C. Hardscape Damage A tree may be considered for removal whenever Hardscape repairs (i.e. sidewalk, curb or gutter, driveway, driveway approach, block wall, etc.) Cannot be completed without causing severe damage to the tree's root system. D. Building Structure or Maintenance A tree may be removed if it is causing serious damage to the structural integrity of a building. One example of this situation is a tree whose root system is lifting or cracking a building foundation. E. Construction A tree may be removed within the City right-of-way to allow for construction. This would include the installation of sidewalk or the construction of a block wall. Removal is allowed only after the property owner obtains an encroachment and construction permit from the City's Public Works Department. F. Sewer Lateral and Main Line Damage A tree may be considered for removal if it causes damage or obstructs sewer laterals or main lines. r: ~naintain\treesX97 \tree poticytAJP107197 4 G. Reasons That Are Not Valid For Tree Removal Invalid reasons for tree removal include the following: 1) Leaves fall into gutters or leaves have to be raked 2) Tree does not conform with property owners landscape 3) Hard scape damage if a reasonable solution exists to save the tree 4) New landscape installation does not match the existing tree r: Mnaintain\trees kqS\tr ee policyMne\6\98 5 III. TREE PLANTING A. Suitability of Tree Before any tree is planted within a City right-of-way, including parks, public facilities or TCSD maintained areas, several important questions should be answered. These include the following: 1) Is adequate spacing (both above ground and below ground) present to allow healthy growth to maturity? 2) Is the type of tree (evergreen, deciduous) conducive to its surroundings? 3) Does the tree achieve the desired effect on the landscape? 4) Does the location of the tree to be planted consider the proximity to buildings, sewer lines, water lines, sidewalks, curbs, gutters, block walls, driveway approaches, driveways, street signs, traffic signals, street lights, etc.? 5) Is the soil type suitable for the tree? 6) Does a watering source exist?, where is it located?, and what type of irrigation is needed? 7) What type and level of maintenance of the tree is necessary? B. Planting Standards All trees planted must conform with the City standard which is shown in Attachment "A". Street trees shall be planted to the maximum width of the public right-of-way. A minimum of one (1) street tree shall be planted on each residential lot (two (2) trees on a corner lo0. If a property owner requests an additional tree, it shall be provided at the property owners expense. Standard tree replacement size shall be 15 gallon, six (6) foot tall for residential and commercial sites. The size and quantity of trees for commercial sites may be upgraded by the Community Development Department, Planning Division upon their review of the development. Trees planted within the public right-of-way on nonresidential properties shall be maintained by the property owner. These trees shall not be removed without the approval of the Community Development Department, Planning Division. C. Tree Characteristics Tree characteristics to be encouraged are: 1) Drought tolerance 2) Minimal allergy problems (pollen producing trees include sycamore and alder) 3) Native to California 4) Minimal root damage potential 5) Long lifespan 6) Good branch strength and structure 7) Insect/disease resistant 8) Low maintenance 9) Minimal messy fruit or plant parts D. Approved Street Trees In accordance with these characteristics, the following is a list of approved trees that may be planted within City right-of-way. They include: r: ~naintain\treesX97\tree poliey/AJ P/07197 6 BOTANICAL NAME Acacia baileyana Albizia julibrissin Alnus rhombifolia Arbutus unedo Arecastrum romanzoffianum Brachychiton populneus Callistemon viminalis Cercis occidentalis Chionanthus retusus Chitalpa x. Species Chitalpa tashkentensis "Pink Dawn" Cinnamomum camphora Eucalyptus nicholii Eucalyptus rodis Ducalypms sideroxylon Rosea Frasinus Uhdei Fraxinus velutina Fraxinus v. 'Modesto' Fraxinus v. 'Rio Grande' Ginkgo biloba Gleditsia triacanthos Koelreuteria Bipinnata Koelreuteria paniculata Lagerstroemia indica Lagerstroemia fauriei Lagerstroemia x fauriei Muskogee Laurus nobilis Liquidambar styracifiua Maytenus boaria Olea spp. COMMON NAME Bailey Acacia Silk Tree White Alder Strawberry Tree Queen Palm Boule Tree Weeping Bottle Brush Western Red Bud Chinese Fringe Tree "NCN" Chitalpa Camphor Tree Nichol's Peppermint Gum Desert Gum Rosea Red Ironbark Shamel Ash Arizona Ash Modesto Ash Fan-Tex Ash Maidenhair Tree Sunburst Honey Locust Chinese Flame Tree Golden Rain Tree Crepe Myrtle Crepe Myrtle Crepe Myrtle Grecian Laurel Sweet Gum Mayten Tree Olive Tree r: ~mamtain\trees \98\tree policy~me\6\98 7 BOTANICAL NAME Pinus spp. Pistacia atlantica Pistacia chinensis Platanus acerifolia Platanus racemosa Podocarpus gracilior Populus fremontii Pyrus calleryana Aristocrat Pyrus calleryana Autumn Blaze Pyrus kawakamii Quercus agrifolia Multi-trunk Quercus ilex Quercus rubra Quercus virginiana Rhus lancea std. Robinia ambigua Idahoensis Robinia x Purple Robe Schinus molle Umbellularia californica COMMON NAME Pine Trees Mt. Atlas Pistache Chinese Pistache London Plane Tree California Sycamore Fern Pine Fremont Cottonwood Aristocrat Pear Autumn Blaze Pear Evergreen Pear Coast Live Oak Holly Oak Red Oak Southern Live Oak African Sumac. Std. Pink Flowering Locust Pink Flowering Locust California Pepper Tree California Laurel Trees being planted within City right-of-way must be consistent with the predominant species of trees on the street. Exceptions to the list of the approved trees may be made by the Community Development Department. Planning Division where the following land use assignments occur. 1) On commercial and industrial sites where a Precise Plan of Design is adopted 2) In new development pursuant to an adopted Specific Plan 3) In large lot residential areas where the lot size exceeds 20,000 square feet E. Root Barriers Root barriers, non biodegradable plastic material specifically designed to divert root growth down in a vertical direction, are required when planting a City tree within ten (10) feet of any hardscape or structure. Tree guards, (manufactured by Arbor-Guard or an approved equal) shall be placed around the trunk of each tree to prevent any damage during maintenance activities such as weeding. r :hnamtam\treesX97\tree [x)iicy/KI P/g7/97 8 IV. TREE SPRAYING All trees should be sprayed when a controllable disease or pest exists and when such spraying will control the problem. An example of necessary spraying would be he use of a fungicide to control powdery mildew on crepe myrtle trees. The required spraying must be done by a licensed pesticide applicator or the Public Works Department who have been trained in the proper use and application of pesticides. Before any spraying is performed, a written recommendation by a licensed Pest Control Advisor must be obtained specifying the pest or disease to be eradicated as well as the method required. In cases where infestation or the disease has gone undetected and the recovery of the tree is not likely, removal of the infected tree would be recommended. When trees require spraying that are located within City right-of-way on nonresidential property and are part of a Precise Plan of Design, spraying should be done by a licensed pesticide applicator after obtaining a written recommendation by a Pest Control Advisor. r: knmintain\treesx97 \tree policytAJ P/07/97 9 V. ROOT PRUNING Root pruning shall be performed for removal of surface roots, but also whenever such practice will prevent further damage to Hardscape and structures and will not cause serious damage to the tree. There are four (4) methods for root cuts as recommended by the International Society of Arborticulture. These root cut methods are listed as follows: 1) YRC - Arbitrary root cut without the installation of root barrier. When the trunk or root flare is more than 2 to 3 feet from the sidewalk or curb area to be cut along and the inspection warrants the tree would not be a hazard if the tree roots are cut. 2) YRB - Arbitrary root cut and the installation of root barrier. This root cut would be the same as a YRC, but adds the installation of a root barrier. The root barrier should be placed one (1) inch or less below grade with the raised root deflectors facing toward the tree and as near the Hardscape as possible. 3) YNB - Selective root pruning without root barrier. All tree roots that occur within the sidewalk, curb, or structure construction area will be removed or shaved down. Roots selected for removal shall be selected on the basis that they will have the last impact on the vigor and stability of the tree. This process shall be used when a tree trunk or root flare is less than 1 to 2 feet from the construction area and the size, species or condition of the tree warrants a root cut to be hazardous to the tree. Selective root pruning is performed with an ax or stump grinding machine instead of a root cutting machine. 4) YBB - Selective root pruning with installation of a bio-barrier fabric. This root cut process is the same as the YNB, but adds the installation of a bio-barrier fabric. A 12 inch wide swath of root barrier fabric shall be used and shall extend on either side of the root cut six (6) inches. The root barrier fabric must be one (1) inch or less below grade of the top of the new sidewalk and extend at least two (2) inches below the root cut. Trees planted within City right-of-way on nonresidential property that are part of a Precise Plan of Design should follow the guidelines listed under Root Pruning 1, 2, 3 and 4. r: ~r~aintain\ trees \97 \tree policy/AJ P/07/97 10 TEMECULA COMMUNITY SERVICES DISTRICT ITEM 1 MINUTES OF AN ADJOURNED REGULAR MEETING OF THE TEMECULA COMMUNITY SERVICES DISTRICT JUNE 16, 1998 An adjourned regular meeting of the City of Temecula Community Services District was called to order at 7:59 P.M., at the City Council Chambers, 43200 Business Park Drive, Temecula, California. Chairman Lindemans presiding. ROLL CALL PRESENT: 5 DIRECTORS: Comerchero, Ford, Lindemans, Roberts, and Stone. ABSENT: 0 DIRECTORS: None. Also present were General Manager Bradley, City Attorney Thorson, and Acting City Clerk Jones. PUBLIC COMMENTS None. CONSENT CALENDAR 1. Food and Snack Service Agreement 1.1 Approve a non-exlusive Agreement between the City of Temecula Community Services Department and Eric Thompson and Wendy Sauceda of Barbie's Hot Dogs, Etc., to provide food and snack services for City parks, facilities, and special events. Inclusion of Tracts into Service Level B and Acceptance of Slope Easement Areas into Service Level C (Highway 79 South/Presley Development) for Fiscal Year 1998- 2.1 Adopt a resolution entitled: RESOLUTION NO. CSD 98-09 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT ACCEPTING CERTAIN TRACTS INTO TCSD SERVICE LEVEL B FOR PURPOSES OF ENERGIZING RESIDENTIAL STREET LIGHTS minutes. CSD\061698 1 2.2 Adopt a resolution entitled: RESOLUTION NO. CSD 98-10 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT ACCEPTING CERTAIN SLOPE AND LANDSCAPE AREAS WITHIN THE PRESLEY DEVELOPMENT INTO SERVICE LEVEL C (RATE LEVEL 1) FOR MAINTENANCE PURPOSES 2.3 Adopt a resolution entitled: RESOLUTION NO. CSD 98-11 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT ACCEPTING THE EASEMENT DOCUMENTS FOR PURPOSES OF MAINTAINING CERTAIN LANDSCAPE AREAS ADJACENT TO HIGHWAY 79 SOUTH (TRACT NOS. 23267-4, 23267-0, 26861) 2.4 Authorize the City Clerk/District Secretary to record the slope easement documents. MOTION: Director Lindemans moved to approve Consent Calendar Item Nos. 1 and 2. motion was seconded by Director Roberts and voice vote reflected unanimous approval. PUBLIC HEARINGS The 3. TCSD Proposed Rates and Charges for Fiscal Year 1998-1999 3.1 Adopt a resolution entitled: RESOLUTION NO. CSD 98-12 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT ADOPTING RATES AND CHARGES FOR SERVICE LEVEL B - RESIDENTIAL STREET LIGHTING, SERVICE LEVEL C - SLOPE MAINTENANCE, AND SERVICE LEVEL D - RECYCLING AND REFUSE COLLECTION SERVICES FOR FISCAL YEAR 1998-1999 3.2 Adopt a resolution entitled: minutes. CSD\061698 2 RESOLUTION NO. CSD 98-13 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT ADOPTING RATES AND CHARGES FOR SERVICE LEVEL R - STREET AND ROAD MAINTENANCE SERVICES FOR FISCAL YEAR 1998-99 In response to President Stone, District Secretary Jones advised that she is in receipt of the affidavit relative to this public hearing. MOTION: Director Lindemans moved to receive and file the affidavit. The motion was seconded by Director Ford and voice vote reflected unanimous approval. Acting Community Services Director Parker presented that staff report (of record), briefly reviewing the four different service levels and the respective rates and charges. For President Stone, Development Services Administrator Ruse briefly reviewed the recycling mandate, advising that the City has to date met its year 2000 diversion requirement and commented on the costs/expenses associated with recycling. Director Linderoans advised that CR&R has included weekly street sweeping within the rate charged. Commenting on the special services CR&R has provided to the City such as a free toxic waste pick-up day, the removal of large items, etc. as well the contributions CR&R has made to Make a Difference Day along with other events, Director Ford noted that the City rate per year is approximately $30.00 less than the County's rate. Because the City's contract was one of CR&R's first contracts, Director Roberts was of the opinion that the residents are paying a fair price. Mr. Roberts commended CR&R on a job well done. Noting that there has not been a rate increase in the past six years, Director Comerchero expressed appreciation to the Community Services Department for their efforts in retaining this rate. As of today's date, District Secretary Jones, in response to President Stone, advised that she has received no written protest or objection or appeals of classification filed for residential street lighting/slope maintenance/street and road maintenance/recycling and refuge collection/and street sweeping for FY 1998-99 within in the Temecula Community Services District. Ms. Jones informed the District that one hardship appeal has been filed by Lauren Miller. MOTION: Director Roberts moved to adopt Resolution No. CSD 98-1 2. The motion was seconded by Director Comerchero and voice vote reflected unanimous approval. rninutes.CSD\061698 3 At this time, President Stone left the dais with Director Comerchero presiding over the meeting. MOTION: Director Roberts moved to adopt Resolution No. CSD 98-13. The motion was seconded by Director Ford and voice vote reflected unanimous approval with the exception of President Stone who abstained. President Stone returned to the dais. DISTRICT BUSINESS 4. Temeku Hills Park Master Plan 4.1 Approve the Master Plan for the Temeku Hills Park. By way of overheads, Development Services Administrator Ruse presented the staff report (of record), noting that the Community Services Commission has reviewed and approved the Master Plan. Mr. Vince Di Donato, designer, briefly reviewed the proposed project, highlighting exact location of the park, parking spaces, chain link fencing, and other park amenities. Mr. Csaba Ko, representing the developer, noted, for President Stone, that Temeku Hills should reach its approved building permits of 600 by the third quarter of 1999, stating that sales are better than had been anticipated. President Stone commended the developer with regard to the streetscape as well as the interior roads. DIRECTOR OF COMMUNITY SERVICES REPORT No comments. GENERAL MANAGER'S REPORT No comments. BOARD OF DIRECTORS' REPORTS No comments. minutes.CSD\061698 4 ADJOURNMENT At 8:15 P.M., the Temecula Community Services District meeting was formally adjourned to Tuesday, June 23, 1998, at 7:00 P.M., City Council Chambers, 43200 Business Park Drive, Temecula, California. Jeffrey E. Stone, President ATTEST: Susan W. Jones, CMC City Clerk/District Secretary [SEAL] minutes. CSD\061698 5 ITEM 2 APPROVA-~ j,t/~ CITY ATTORNEY DIRECTOR OF FINANC CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT Board of Directors J~,Herman D. Parker, Director of Community Services July 14, 1998 Release of Landscape Bond in the Rancho Highlands Development (Northwest Corner of Ynez Road and Preece Lane) PREPARED BY: RECOMMENDATION: Beryl Yasinosky, Development Services Analyst That the Board of Directors: Authorize the City Clerk to exonerate the remaining landscape bonds for TCSD slope maintenance areas in Tract No. 22761. BACKGROUND: A landscape bond for the perimeter slope area within the above referenced tract number was originally posted with the County of Riverside Building and Safety Department. A rider for the original bond document is filed with the City Clerk's Office which transferred the obligee from the County to the City of Temecula. The surety bond was issued by United Pacific Insurance Company and is identified as follows. Tract No. 22761; Bond No. U800 44 62 in the amount of t~101,000. The subject slope area has been constructed to TCSD standards and has been maintained by the TCSD since last fiscal year. As a result, staff is recommending the exoneration of the remaining landscape bond amount. FISCAL IMPACT: None. r:\yasinobk\22761.bdr 071498 ITEM 3 APPROVAL CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA COMMUNITY SERVICES DISTRICT AGENDA REPORT Board of Directors Ronald E. Bradley, General Manager Susan W. Jones City Clerk/Director of Support Services July 14, 1998 Ratification of Election Results - Tract No. 21818 RECOMMENDATION: 1. Adopt a resolution entitled: RESOLUTION NO. CSD 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF TEMECULA COMMUNITY SERVICES DISTRICT, RECITING THE FACT OF THE SPECIAL TEMECULA COMMUNITY SERVICES DISTRICT MAIL-IN BALLOT ELECTION HELD ON JUNE 26, 1998 DECLARING THE RESULTS AND SUCH OTHER MATTERS AS PROVIDED BY LAW. BACKGROUND: At the meeting of May 12, 1998, the Board of Directors adopted Resolution No. CSD 98-06, which called for a Special Election to be held among the property owners of the parcels within Tract No. 21818. The purpose of this election was to establish Service Level B rates and charges for fiscal year 1998-99. This election was conducted by mail with a final date for acceptance of ballots to be no later than 3:30 p.m. on June 26, 1998. At 4:00 p.m. on that date, the City Clerk acting in her capacity as the City's Election Official and as the Secretary of the Board of Directors of the Temecula Community Services District declared the receipt period for receiving ballots closed. At 4:00 p.m., the Elections Canvassing Board duly appointed and consisting of Administrative Secretary Cheryl Domenoe, Office Specialist Pat Comerchero, and Deputy City Clerk Michaela Ballreich, conducted the canvass of the results. The results of the votes cast, returned within the time allowed and publicly counted, are included within the body of the proposed resolution. R:\agenda.rpt\Elec. Results 1 Temecula Community Services District - Tract 21818 July 8, 1997 Page 2 Staff recommends adoption of the resolution ratifying the results of this election. FISCAL IMPACT: There is no direct fiscal impact as a consequence of the ratification of the election results. swj R:\agenda.rpt\Elec. Results 2 RESOLUTION NO. CSD 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT, RECITING THE FACT OF THE SPECIAL TEMECULA COMMUNITY SERVICES DISTRICT MAIL-IN BALLOT ELECTION HELD ON JUNE 26, 1998 DECLARING THE RESULTS AND SUCH OTHER MATTERS AS PROVIDED BY LAW WHEREAS, a Special Mail-in Ballot Election was held and conducted in the City of Temecula, California, on June 26, 1998, as required by law; and WHEREAS, notice of the election was given in time, form and manner as provided by law; that the purpose of the special election was for the purpose of obtaining approval by property owners within Tract No. 21818 was properly established; that election officers were appointed and that in all respects the election was held and conducted and the votes were cast, received and canvassed and the returns made and declared in time, form and manner as required by the provisions of the Elections Code of the State of California; and WHEREAS, pursuant to Resolution No. CSD 98-05, adopted May 12, 1998, the ballots were returned to the office of the City Clerk/Secretary of the Temecula Community Services District; the results were received, canvassed in public and are herein set forth in Section 2. NOW THEREFORE, THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS: Section 1. That the whole number of ballots cast in the homeowners election was one and the whole number of provisional ballots cast in the election were two (2). Section 2. That the whole number of ballots cast were two (2) for establishment of the annual levy for Service Level B rates and charges at $25.68/per lot, annual levy for Service Level B on the parcel identified on the ballot were as follows: Yes One (1) for Lots 1-14 and 18-29 of Tract No. 21818. Under ownership of Mr. Dale Buzza. No Incomplete None None Resos. CSD\98- 1 One (1) for Lots 1-14 and 18-29 of Tract No. 21818. Under ownership of Mr. Craig Grimm None None Section 3. The Board of Directors of the Temecula Community Services District does declare and determine that as a result of the election, a majority of the voters voting on the measure relating to the establishment of Service Level B Rates and Charges for Fiscal Year 1998- 99 pursuant to Article XIIID, Section 6 of the California Constitution, did vote in favor of the measure and that the measure was carried, and shall be deemed adopted and ratified. Section 4. The City Clerk/Secretary of the Temecula Community Services District (TCSD) shall enter in the minutes of the TCSD Board of Directors, a statement of the result of the election, showing: (1) The whole number of ballots cast in the City; (2) The votes in favor, (3) The votes in opposition and (4) Those received incomplete. Section 5. The City Clerk shall certify the adoption of this resolution. APPROVED AND ADOPTED, this 14th day of July, 1998. ATTEST: Jeffrey E. Stone, President Susan W. Jones, CMC City Clerk/Secretary [SEAL] Resos.CSD\98- 2 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, City Clerk of the City of Temecula, HEREBY DO CERTIFY that the foregoing Resolution No. CSD 98- was duly adopted at a regular meeting of the Temecula Community Services District on the 14th day of July 1998 by the following roll call vote. AYES: DISTRICT MEMBERS: NOES: DISTRICT MEMBERS: ABSENT: DISTRICT MEMBERS: Susan W. Jones, CMC City Clerk/District Secretary R:reso.98-57 3 ITEM 4 APPROVAL ~//~ City ATTORNEY I/'vvv~ DIRECTOR OF FINAN~,E.__~/ CITY MANAGER TO: FROM' DATE: SUBJECT: CITY OF TEMECULA COMMUNITY SERVICES DISTRICT AGENDA REPORT Board of Directors Ronald E. Bradley, General Manager Susan W. Jones City Clerk/Director of Support Services July 14, 1998 Ratification of Election Results - Tract No. 25892 RECOMMENDATION: 1. Adopt a resolution entitled: RESOLUTION NO. CSD 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF TEMECULA COMMUNITY SERVICES DISTRICT, RECITING THE FACT OF THE SPECIAL TEMECULA COMMUNITY SERVICES DISTRICT MAIL-IN BALLOT ELECTION HELD ON JUNE 26, 1998 DECLARING THE RESULTS AND SUCH OTHER MATTERS AS PROVIDED BY LAW. BACKGROUND: At the meeting of May 12, 1998, the Board of Directors adopted Resolution No. CSD 98-06, which called for a Special Election to be held among the property owners of the parcels within Tract No. 25892. The purpose of this election was to establish Service Level B rates and charges for fiscal year 1998-99. This election was conducted by mail with a final date for acceptance of ballots to be no later than 3:30 p.m. on June 26, 1998. At 4:00 p.m. on that date, the City Clerk acting in her capacity as the City's Election Official and as the Secretary of the Board of Directors of the Temecula Community Services District declared the receipt period for receiving ballots closed. At 4:00 p.m., the Elections Canvassing Board duly appointed and consisting of Administrative Secretary Cheryl Domenoe, Office Specialist Pat Comerchero, and Deputy City Clerk Michaela Ballreich, conducted the canvass of the results. The results of the votes cast, returned within the time allowed and publicly counted, are included within the body of the proposed resolution. R:\agenda.rpt\Elec. Results 1 Temecula Community Services District - Tract 25892 July 8, 1997 Page 2 Staff recommends adoption of the resolution ratifying the results of this election. FISCAL IMPACT: There is no direct fiscal impact as a consequence of the ratification of the election results. swj R:\agenda,rpt~Elec. Results 2 RESOLUTION NO. CSD 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT, RECITING THE FACT OF THE SPECIAL TEMECULA COMMUNITY SERVICES DISTRICT MAIL-IN BALLOT ELECTION HELD ON JUNE 26, 1998 DECLARING THE RESULTS AND SUCH OTHER MATTERS AS PROVIDED BY LAW WHEREAS, a Special Mail-in Ballot Election was held and conducted in the City of Temecula, California, on June 26, 1998, as required by law; and WHEREAS, notice of the election was given in time, form and manner as provided by law; that the purpose of the special election was for the purpose of obtaining approval by property owners within Tract No. 25892 was properly established; that election officers were appointed and that in all respects the election was held and conducted and the votes were cast, received and canvassed and the returns made and declared in time, form and manner as required by the provisions of the Elections Code of the State of California; and WHEREAS, pursuant to Resolution No. CSD 98-06, adopted May 12, 1998, the ballots were returned to the office of the City Clerk/Secretary of the Temecula Community Services District; the results were received, canvassed in public and are herein set forth in Section 2. NOW THEREFORE, THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS: Section 1. That the whole number of ballots cast in the homeowners election was one and the whole number of provisional ballots cast in the election was one (1). Section 2. That the whole number of ballots cast was one (1) for establishment of the annual levy for Service Level B rates and charges at $25.68/per lot, annual levy for Service Level B on the parcel identified on the ballot were as follows: Yes One (1) for Lots 1-32 of Tract No. 25892. Under sole ownership of Mr. Chong- Shu Wang. No Incomplete None None Resos. CSD\98- 1 Section 3. The Board of Directors of the Temecula Community Services District does declare and determine that as a result of the election, a majority of the voters voting on the measure relating to the establishment of Service Level B Rates and Charges for Fiscal Year 1998- 99 pursuant to Article XIIID, Section 6 of the California Constitution, did vote in favor of the measure and that the measure was carried, and shall be deemed adopted and ratified. Section 4. The City Clerk/Secretary of the Temecula Community Services District (TCSD) shall enter in the minutes of the TCSD Board of Directors, a statement of the result of the election, showing: (1) The whole number of ballots cast in the City; (2) The votes in favor, (3) The votes in opposition and (4) Those received incomplete. Section 5. The City Clerk shall certify the adoption of this resolution. APPROVED AND ADOPTED, this 14th day of July, 1998. ATTEST: Jeffrey E. Stone, President Susan W. Jones, CMC City Clerk/Secretary [SEAL] Resos. CSD\98- 2 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, City Clerk of the City of Temecula, HEREBY DO CERTIFY that the foregoing Resolution No. CSD 98- was duly adopted at a regular meeting of the Temecula Community Services District on the 14th day of July 1998 by the following roll call vote. AYES: DISTRICT MEMBERS: NOES: DISTRICT MEMBERS: ABSENT: DISTRICT MEMBERS: Susan W. Jones, CMC City Clerk/District Secretary R:reso.98-57 3 ITEM 5 APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT Board of Directors Herman D. Parker, Director of Community Services July 14, 1998 Landscape Maintenance Contract with California Landscape Maintenance, Inc. for FY 1998-99 PREPARED BY: ~Kevin T. Harrington, Maintenance Superintendent RECOMMENDATION: That the Board of Directors: Approve contract amendment in the amount of $8,700 with California Landscape Maintenance, Inc., to provide landscape maintenance services for the additional landscaped area of the Presley Development (S-13) for FY1998-99. Authorize the expenditure of funds in the amount of t~402,516 to cover FY1998-99 contract with California Landscape Maintenance, Inc., to provide landscape maintenance services for sports parks, slopes (south), medians, and City facilities. BACKGROUND: On August 12, 1997, the Temecula Community Services District Board of Directors awarded a 22.5 month contract to California Landscape Maintenance, Inc., to provide landscape maintenance services for FY1997-98 and FY1998-99. Funds were authorized for expenditure at that time for the contract period FY1997-98. The Temecula Community Services Department (TCSD) recommends adding the maintenance of the additional landscaped area of the Presley Development (S-13) to the landscape maintenance contract with California Landscape Maintenance, Inc. The additional area (approximately 65,000 square feet , located on Highway 79 South, between Country Glen Way and Avenida de Missions) was accepted by the Board Of Directors on June 16, 1998 and became part of the Presley Development Slope Area (S-13) effective July 1, 1998. The new annual cost for south slope maintenance is $146,952 with the balance of $255,564 for sports parks, facilities and medians for a total annual contract amount of $402,516. FISCAL IMPACT: The amount of the contract for California Landscape Maintenance, Inc., for FY1998-99 including the additional maintenance area, is $402,516. Sufficient funds have been included in the TCSD Annual Operating Budget for FY1998-99 in accounts 190-180- R:\harringk\agenda.rpt\ca198 180-999-5415, 190-181-999-5415, 190-182-999-5415, 190-184-999-5415, 191-180-999- 5415, 193-180-999-5415 and 340-199-701-5415. Attachments: 1 ) Amendment R: \harringk\agenda .rpt\ca198 AMENDMENT NO. 2 TO AGREEMENT BETWEEN THE TEMECULA COMMUNITY SERVICES DISTRICT AND CALIFORNIA LANDSCAPE MAINTENANCE, INC. DATED JUNE 24, 1997 FOR LANDSCAPE MAINTENANCE SERVICES THIS SECOND AMENDMENT is made and entered into as of July 1, 1998 by and between the Temecula Community Services District ("City") and California Landscape Maintenance, Inc. ("Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: purposes: This Amendment is made with respect to the following facts and A. On June 24, 1997 the City and Contractor entered into an agreement for landscape maintenance services within the CITY's green belts, landscape service areas, medians, open space areas, parks and rights-of-way. ("Agreement"). B. The Agreement was amended on January 14, 1998. Agreement as amended shall be referred to as the "Agreement." The Amendment. The parties now desire to amend the Agreement as set forth in this 2. Exhibit 2 to the Agreement is hereby deleted from the Agreement and in its place a new Exhibit 2A is added to the Agreement as set forth on Attachment "A" to this Amendment, which is attached hereto and incorporated herein as though set forth in full. 3. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. R:\harringk\agenda.rpt\ca198 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. TEMECULA COMMUNITY SERVICES DISTRICT BY: Ronald E. Bradley, City Manager ATTEST: BY: Susan W.Jones, City Clerk Approved As to Form: BY: Peter M. Thorson, City Attorney CONTRACTOR California Landscape Maintenance, Inc. BY: NAME: TITLE: R:\harringk\agenda. rpt\ca198 ATTACHMENT "A" EXHIBIT 2A City of Temecula Request for Proposal Pricing Sheet for Landscape Maintenance Site # S-3a S-3b S-4 S-8 S-12 S-13 S-16 SLOPE SERVICE AREA (SOUTH) Site Name Rancho Highlands Rancho Highlands-Ynez Road Slope The Vineyards The Villages A & B Vintage Hills Presley (Viranda, Country Glen/ 79 South, Bridlevale) Tradewinds Monthly Price 484.00 893.00 239.00 4,450.00 3,884.00 1,485.00 811.00 TOTAL $12,246.00 Annual Price 5,808.00 10,716.00 2,868.00 53,400.00 46,608.00 17,820.00 9,732.00 9146,952.00 Authorized Signature R:\harringk\agenda. rpt\ca198 ITEM 6 APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT Board of Directors Herman D. Parker, Director of Community Services July 14, 1998 Landscape Maintenance Contract with Excel Landscape, Inc. for FY 1998-99 PREPARED BY: ~Kevin T. Harrington, Maintenance Superintendent RECOMMENDATION: That the Board of Directors: Approve contract amendment of $1,272 with Excel Landscape, Inc., to provide landscape maintenance services for the Via Eduardo Street Scape (SS-1) for FY1998- 99. Authorize the expenditure of funds in the amount of $214,560 to cover FY1998-99 contract with Excel Landscape, Inc., to provide landscape maintenance services for neighborhood parks/streetscapes and slopes (north). BACKGROUND: On June 24, 1997, the Temecula Community Services District Board of Directors awarded a two year (24 month) contract to Excel Landscape Maintenance, Inc., to provide landscape maintenance services for FY1997-98 and FY1998-99. Funds were authorized for expenditure at that time for the contract period FY1997-98. The Temecula Community Services Department (TCSD) recommends adding the maintenance of the Via Eduardo Streetscape to the landscape maintenance contract with Excel Landscape Inc. This area (approximately 17,000 square feet) is located on Via Eduardo at Pala Road. This area was previously unimproved public right-of-way which has recently been landscaped and irrigated and now needs to be maintained. The new annual cost for neighborhood parks/street scape is $108,804 with the balance of $105,756 for slopes for a total annual contract amount for all services is $214,560. FISCAL IMPACT: The amount of the contract for Excel Landscape, Inc., for FY1998- 99, including the additional maintenance area, is $214,560. Sufficient funds are available in the TCSD Annual Operating Budget for FY1998-99 in accounts 190-180-999-5415, 190-199- 999-5415 and 193-180-999-541 5. R:\harringk\agenda. rpt\exce198 AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE TEMECULA COMMUNITY SERVICES DISTRICT AND EXCEL LANDSCAPE, INC. DATED JUNE 24, 1997 FOR LANDSCAPE MAINTENANCE SERVICES THIS FIRST AMENDMENT is made and entered into as of July 1, 1998 by and between the Temecula Community Services District ("City") and Excel Landscape, Inc. ("Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: purposes: This Amendment is made with respect to the following facts and A. On June 24, 1997 the City and Contractor entered into an agreement for landscape maintenance services within the CITY's green belts, landscape service areas, medians, open space areas, parks and rights-of-way. ("Agreement"). Amendment. The parties now desire to amend the Agreement as set forth in this 2. Exhibit 1 to the Agreement is hereby deleted from the Agreement and in its place a new Exhibit 1A is added to the Agreement as set forth on Attachment "A" to this Amendment, which is attached hereto and incorporated herein as though set forth in full. 3. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. R:\harringk\agenda.rpt\exce198 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. TEMECULA COMMUNITY SERVICES DISTRICT BY: Ronald E. Bradley, City Manager ATTEST: BY: Susan W.Jones, City Clerk Approved As to Form: BY: Peter M. Thorson, City Attorney CONTRACTOR Excel Landscape, Inc. BY: NAME: TITLE: R: \harringk\agenda. rpt\exce198 Site # P-1 P-2 P-3 P-4 P-5 P-6 P-7 P-9 P-10 P-11 P-12 P-13 P-14 SS-1 ATTACHMENT "A" EXHIBIT 1A City of Temecula Request for Proposal Pricing Sheet for Landscape Maintenance NEIGHBORHOOD PARKS SERVICE AREA Site Name Veterans Park Sam Hicks Monument Park Calle Aragon Park Bahia Vista Park Loma Linda Park Riverton Park John Magee Park Voorburg Park Nicolas Road Park Butterfield Stage Park Temecula Duck Pond Rotary Park Nakayama Park Via Eduardo Streetscape Monthly Price 1,55O.OO 800.00 250.00 250.00 707.00 1,617.00 310.00 303.00 812.00 782.00 1,155.00 300.00 125.00 106.00 Annual Price 18,6OO.OO 9,600.00 3,000.00 3,000.00 8,484.00 19,404.00 3,720.00 3,636.00 9,744.00 9,384.00 13,860.00 3,600.00 1,500.00 1,272.00 TOTAL $9,067.00 9108,804.00 R: \harringk\agenda.rpt\exce198 Authorized Signature Item 7 APPROVe,, ~,-"~ CITY ATTORNEY OF CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT Board of Directors ~)Herman D. Parker, Acting Director of Community Services July 14, 1998 Proposed Residential Street Lighting Fee - Tract No. 23583 PREPARED BY: ~-~ Beryl Yasinosky, Development Services Analyst RECOMMENDATION: That the Board of Directors: 1. Adopt a resolution entitled: RESOLUTION NO. CSD 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT ORDERING, CALLING AND GIVING NOTICE OF AN ELECTION TO BE HELD ON AUGUST 28, 1998 FOR PROPERTY OWNERS OF LOTS 1-21 WITHIN TRACT NO. 23583 TO ESTABLISH SERVICE LEVEL B RATES AND CHARGES BEGINNING FISCAL YEAR 1999-00 PURSUANT TO ARTICLE XIIID, SECTION 6 OF THE CALIFORNIA CONSTITUTION Approve the Election Notice, Ballot, and Procedures for the Completion, Return and Tabulation of the Ballots. Authorize staff to mail the ballots to the affected property owners pursuant to the aforementioned process. BACKGROUND: The Temecula Community Services District (TCSD) operates under the authority of Community Services District Law and provides residential street lighting services to numerous residential subdivisions within the City of Temecula through "Service Level B". Pursuant to the request of the property owners, staff has initiated proceedings to assume the responsibility for long-term residential street lighting services within Tract No. 23583 beginning Fiscal Year 1999-00. On May 26, 1998, and in accordance with Proposition 218, the Board of Directors adopted the resolution of intention to file the levy report on lots 1-21 within Tract No. 23583. The Notice of Public Hearing was subsequently mailed to the property owners identifying the proposed TCSD Rates and Charges for each affected parcel as follows: Service Level B $25.68 per parcel R:\yasinobk\elecfion\23583ele. slb 7/14/98 At tonight's Public Hearing, the Board of Directors must hear and consider all objections or protests to the levy report for Tract No. 23583 and the proposed rates and charges. If a written protest is presented by the property owners, the Board must reject the proposed fee and abandon any further proceedings. In this instance, the homeowners' association would need to assume the street lighting responsibilities. However, if the property owners do not submit a written protest against the proposed rates and charges, the Board of Directors may then adopt the proposed fee subject to an election requiring a majority approval of the affected property owners. In this instance, the Board of Directors can order and call an election for August 28, 1998 and authorize staff to proceed with mailing a notice and ballot to the property owners of Tract No. 23583, a copy of which is attached for your review. Pursuant to the ballot process, staff is also recommending the approval of the attached Procedures for the Completion, Return and Tabulation of Ballots. The ballot procedure explains the process for completion, return and tabulation of the ballots and will be included as part of the mailed ballot documents. The ballot can only be completed by the property owner of each parcel. In order to be counted, the ballot must be completed in compliance with these procedures and returned to the City Clerk/District Secretary prior to 3:30 p.m. on August 28, 1998. The ballot will be opened by the City Clerk/District Secretary on August 28, 1998 at 4:00 p.m. in the Main Conference Room in City Hall. The results of the election shall be announced by the City Clerk/District Secretary at the Community Services District meeting on September 8, 1998. FISCAL IMPACT: In the event that the Board of Directors calls for an election, staff will prepare the notices, ballot and election procedures in-house. If approved by the property owners, beginning Fiscal Year 1999-00, the proposed levy of $25.68 per parcel for Service Level B will generate $539.28 annually for residential street lighting services within the subdivision. Sufficient funds will be generated to cover the costs of providing residential street lighting services. ATTACHMENTS: Resolution Calling and Noticing the Election. Notice and Ballot Form. Procedures for Completion, Return and Tabulation of Ballots. R:\yasinobk\olecQonL23583el~.slb 7/14/98 RESOLUTION NO. CSD 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COM/VIUN1TY SERVICES DISTRICT ORDERING, CALLING AND GIVING NOTICE OF AN ELECTION TO BE HELD ON AUGUST 28, 1998 FOR PROPERTY OWNERS WITHIN TRACT NO. 23583 TO ESTABLISH SERVICE LEVEL B RATES AND CHARGES BEGINNING FISCAL YEAR 1999-00 PURSUANT TO ARTICLE X!IlD, SECTION 6 OF THE CALIFORNIA CONSTITUTION THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICE DISTRICT HEREBY FINDS, RESOLVES, DECLARES, DETERMINES AND ORDERS AS FOLLOWS: Section 1. Pursuant to the requirements of Article XIIID, Section 6 of the California Constitution, there is hereby called and ordered to be held on August 28, 1998 an election for the purpose of obtaining approval by property owners of Tract No. 23583 in the City of Temecula to establish Service Level B Rates and Charges beginning Fiscal Year 1999-00. Section 2. The notice and ballot to be submitted to the property owners shall be substantially in the form attached as Exhibit A and incorporated herein by reference. Section 3. The Board of Directors hereby approves the Procedures for the Completion, Return and Tabulation of Ballots ("Ballot Procedures") presented to the Board at this meeting and directs such procedures be placed on file in the office of the Secretary of the Temecula Community Services District and open to public inspection. Section 3. All ballots must be received by the Secretary of the Temecula Community Services District no later than 3:30 p.m. on August 28, 1998. In all particulars not recited in this Resolution, the election shall be held and conducted as provided in the Ballot Procedures. Section 4. The Secretary of the Temecula Community Services District is hereby authorized to canvass the returns of the election. The officers and staff of the Temecula Community Services District are hereby authorized and directed to take such further action as may be necessary or appropriate in preparing for and conducting the election. PASSED, APPROVED AND ADOPTED by the Board of Directors of the Temecula Community Services District this 14th day of July, 1998. Jeffrey E. Stone, President ATTEST: Susan W. Jones, CMC City Clerk/District Secretary [SEAt.] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) CITY OF TEMECULA ) SS I HEREBY CERTIFY that the foregoing Resolution No. CSD 98- was duly adopted by the Board of Directors of the Temecula Community Services District at the regular meeting thereof, held on the 14th day of July, 1998, by the following vote of the Board of Directors. AYES: DIRECTORS: NOES: DIRECTORS: ABSENT: DIRECTORS: r:\yasmobk\electionX23583ele.res 071498 TRACT NO. 23583 C,4~M~ I TA 'Cltt. C.,ALJFOi~NIA ~ITE' vIA VICINITY MAP NOT TO SCALE NOTICE OF ELECTION PROPOSED SERVICE LEVEL B RATES AND CHARGES FOR TRACT NO. 23585 BEGINNING FISCAL YEAR 1999-00 Pursuant to the request of the property owners of Lots 1-21 within Tract No. 23583, the Temecula Community Services District has initiated proceedings to assume maintenance of residential street lighting within Tract No. 23583, beginning with the Fiscal Year 1999/00. Pursuant to this request, and pursuant to Government Code Section 61621.2, the TCSD caused a written report ("Report") to be prepared and filed with the Secretary of the TCSD, which contains a description of each parcel of property to be charged for this maintenance and the proposed amount of the maintenance charge for each parcel for Fiscal Year 1999-00. The proposed Service Level B rate and charge against each of the 21 above mentioned parcels within Tract No. 23583 beginning Fiscal Year 1999-00 is $25.68. The proposed levy rate of $25.68 per parcel provides revenue for residential street lighting services within this subdivision. This amount was calculated by dividing the total estimated maintenance cost for Fiscal year 1999-00 ($539.28) by the total number of parcels in this subdivision. On May 26, 1998, the Board of Directors conducted a public hearing on the Report and the proposed Service Level B rates and charges. At the public hearing, the Board of Directors heard and considered all objections or protests to the Report and to the proposed rates and charges. At the conclusion of the public heating, the Board determined that written protests against the proposed fee were presented by less than a majority of owners of the parcels on which the proposed fee is to be imposed, and levied the rates and charges subject to approval by the property owners subject to the proposed rates and charges. The Board of Directors encourages you to return the enclosed ballot indicating whether you support or oppose the proposed Service Level B rates and charges. Ballots may be mailed to the City Clerk/District Secretary at P.O. Box 9033, Temecula, California, 92589-9033, or otherwise delivered to the City Clerk/District Secretary at 43200 Business Park Drive, Temecula, California, 92590 no later than 3:30 p.m. on August 28, 1998. The proposed Service Level B rates and charges will be abandoned if the ballot is not returned in favor of the proposed rates and charges. In the event the proposed charges are abandoned, the homeowners' association will assume responsibility for residential street lighting services within the subdivision. Enclosed is your ballot and the District's Procedures for the completion, return and tabulation of Ballots. Please consult these Procedures for details regarding the ballot process. You may also contact the City Clerk/District Secretary's Office at (909) 694-6444; by mail, at P.O. Box 9033, Temecula, California, 92589-9033; or in person, at 43200 Business Park Drive, Temecula, California 92590, for further information regarding this matter. OFFICIAL BALLOT TRACT NO. 23583 TEMECULA COMMUNITY SERVICES DISTRICT SERVICE LEVEL B RATES AND CHARGES PROPERTY: Lots 1-21 of Tract No. 23583, as filed in Book 228 of Maps, Pages 27-32, in the Office of the County Recorder of Riverside County, California. OWNER: Mr. Richard A. Tuthill, President Dick-Con, Inc. 4500 Imperial Avenue San Diego, CA 92113 YES, I approve of the proposed annual levy of $25.68 for Service Level B on the parcels identified on this ballot. NO, I do not approve of the proposed annual levy of $25.68 for Service Level B on the parcels identified on this ballot. I understand that a "NO" vote may require me to pay street lighting fees to my Homeowners' Association. I hereby declare, under penalty of perjury, that I am the record owner, or the authorized representative of the record owner, of the parcels identified above. Signature Date Print Name CHECK ONLY ONE BOX. BALLOTS MUST BE COMPLETED IN INK AND RETURNED TO THE CITY CLERK/DISTRICT SECRETARY AT THE CITY OF TEMECULA, P.O. BOX 9033/43200 BUSINESS PARK DRIVE, TEMECULA, CALIFORNIA, 92589-9033 PRIOR TO 3:30 P.M. ON AUGUST 28, 1998. TEMECULA COMMUNITY SERVICES DISTRICT PROCEDURES FOR THE COMPLETION, RETURN, AND TABULATION OF BALLOTS I. Completion of Ballots · Who may complete a ballot A ballot may be completed by the owner of the parcel to be charged. As used in these Procedures, the term "owner" includes the owner's authorized representative. If the owner of the parcel is a partnership, joint tenancy, or tenancy in common, a ballot may be completed by any of the general partners, joint tenants, or tenants in common. Only one ballot may be completed for each parcel. · Duplicate ballots If a ballot is lost, destroyed or never received, the City Clerk/District Secretary will provide a duplicate ballot to the owner upon receipt of a request in writing to the City Clerk, at P.O. Box 9033, Temecula, California, 92589-9033, or otherwise delivered to the City Clerk/District Secretary at 43200 Business Park Drive, Temecula, California 92590. The duplicate ballot will be marked to show the date on which the ballot was provided and to identify it as a duplicate ballot. · Marking and signing the ballot To complete a ballot, the owner of the parcel must (1) mark the appropriate box supporting or opposing the proposed rate and charge, and (2) sign, under penalty of perjury, the statement on the ballot that the person completing the ballot is the owner of the parcel or the owner's authorized representative. Only one box may be marked on each ballot. Ballots must be completed in ink. · Only ballots provided by the District will be accepted The District will only accept ballots mailed or otherwise provided to owners by the District. Photocopies, faxes, and other forms of the ballot will not be accepted. II. Return of Ballots · Who may return ballots A ballot may be returned by the owner of the parcel or by anyone authorized by the owner to return the ballot. · Where to return ballots Ballots may be mailed to the City Clerk/District Secretary's Office, at P.O. Box 9033, Temecula, California, 92589-9033, (the District has provided a return postage-paid envelope). Ballots may also be delivered in person to the City Clerk/District Secretary's Office at 43200 Business Park Drive, Temecula, California 92590. Ballots may not be returned by fax. When to return ballots All returned ballots must be received by the City Clerk/District Secretary's Office prior to 3:30 p.m. on August 28, 1998. The City Clerk/District Secretary will stamp on the ballot the date of its receipt. · Withdrawal of ballots After returning a ballot to the District, the person who signed the ballot may withdraw the ballot by submitting a written request in person to the City Clerk/District Secretary at 43200 Business Park Drive, Temecula, California 92590. Such request must be received by the City Clerk/District Secretary prior to 3:30 p.m. on August 28, 1998. If any ballot has been withdrawn, the person withdrawing the ballot may request a duplicate ballot. The City Clerk/District Secretary will retain all withdrawn ballots and will indicate on the face of such ballots that they have been withdrawn. llI. Tabulation of Ballots · Which ballots will be counted Only ballots which are completed and returned in compliance with these procedures will be counted. Ballots received by the City Clerk/District Secretary after 3:30 p.m. on August 28, 1998 will not be counted. Ballots which are not signed by the owner will not be counted. Ballots with no boxes marked, or with more than one box marked, will not be counted. Ballots withdrawn in accordance with these procedures will not be counted. The City Clerk/District Secretary will keep a record of each duplicate ballot provided to an owner and will verify, prior to counting any duplicate ballot, that only one ballot has been returned for the parcel. If a non- duplicate ballot has been returned, the District will count the non-duplicate ballot and disregard all duplicate ballots. If only duplicate ballots have been returned, the District will count the earliest provided duplicate ballot and disregard the later provided duplicate ballots. · How ballots will be tabulated Ballots may be counted by hand, by computer or by any other tabulating device. · Who will tabulate ballots Ballots will be tabulated by the City Clerk/District Secretary. · When and where will the ballots be tabulated Ballots will be opened and tabulated on Friday, August 28, 1998, at 4:00 p.m. in the Main Conference Room at City Hall, 43200 Business Park Drive, Temecula, California, 92590. This process is open to the general public. · Results of tabulation The results of the tabulation will be announced following the completion of the tabulation and entered in the minutes of the next Board of Directors meeting on September 8, 1998. IV. Resolution of Disputes In the event of a dispute regarding whether the signer of a ballot is the owner of the parcel to which the ballot applies, the District will make such determination from the last equalized assessment roll and any evidence of ownership submitted to the City Clerk/District Secretary. The District will be under no duty to obtain or consider any other evidence as to ownership of property and the District's determination of ownership will be final and conclusive. In the event of a dispute regarding whether the signer of a ballot is an authorized representative of the owner of the parcel, the District may rely on the statement on the ballot, signed under penalty of perjury, that the person completing the ballot is the owner's authorized representative and any evidence submitted to the City Clerk/District Secretary. The District will be under no duty to obtain or consider any other evidence as to whether the signer of the ballot is an authorized representative of the owner and the District's determination will be final and conclusive. V. General Information For further information, contact the City Clerk/District Secretary at (909) 694-6444; by mail, at P.O. Box 9033, Temecula, California, 92589-9033; or in person, at 43200 Business Park Drive, Temecula, California 92590. Item 8 APPROV~,~'" CItY ATTORNEY Jf ~.~1~. DIRECTOR OF FINANC[ ~ CITY MANAGER ~, TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT Board of Directors Herman D. Parker, Director of Community Services July 14, 1998 Agreement for Joint Use of the Tennis Courts at the Temecula Valley High School PREPARED BY: "~Phyllis L. Ruse, Development Services Administrator RECOMMENDATION: That the Board of Directors: Approve in substantial form, final form to be approved by City Manager and the City Attorney, the agreement between the City of Temecula and the Temecula Valley Unified School District (TVUSD) for joint use of the tennis courts at the Temecula Valley High School. Authorize the preparation of construction documents and release of a formal public bid for the TVHS Tennis Court Lighting Project. DISCUSSION: In an effort to provide additional athletic services and opportunities for the community during evening and weekend hours, the Community Services Department has negotiated with the Temecula Valley Unified School District (TVUSD) for the installation of lights at the Temecula Valley High School (TVHS) tennis courts. The TVHS has eight (8) tennis courts that would be available for public use after school hours through the week and on the weekends, except for previously scheduled school tennis team practices and tournaments. To clearly define the construction responsibilities and use of the TVHS tennis courts once the lighting project is completed, the Community Services Department has prepared a proposed agreement between the TCSD and the TVUSD for use of the TVHS tennis courts. The term of the agreement is twenty (20) years with an option to extend the term for two (2) additional ten (10) year periods. The proposed agreement would be the third such joint facility use agreement the City has with the TVUSD. The Facility Use Agreement between the TCSD and the TVUSD for the use of the Temecula Valley High School tennis courts provides for the TCSD to design and construct the lights and pay the electrical costs associated with the operation of the lights, which shall be separately metered. The Agreement also calls for other improvements to the site, including installation of fencing and a rolling gate in the parking lot adjacent to the tennis courts to limit vehicular access to other parts of the school campus; a rolling gate at the pedestrian access to visitor seating in football stadium; a mow curb adjacent to the exterior south side of the courts for drainage purposes; concreting in the planter adjacent to exterior of the north side of the courts to prevent erosion; and windscreens around court perimeters and interior. The TCSD operations and maintenance responsibilities will include replacing the windscreens every three years, as necessary; providing tennis court nets for installation by School District personnel; power washing the courts once every other month; opening, closing, and cleaning adjacent restrooms; and opening and locking gates at the parking lot and football field access points to secure the school site. These responsibilities represent normal maintenance that the City would perform regularly if the courts were located on City property. The TVUSD's responsibilities shall include resurfacing the tennis courts, as necessary; maintaining court surfaces, lines and nets in good condition at all times; providing the labor to replace tennis court nets as needed; maintaining the tennis court area, the walkways leading to the tennis courts, and parking lot for the tennis courts in a neat and clean condition, including, but not limited to, daily removal of trash and debris; and providing keys to City personnel for restroom facilities, tennis court facilities, and parking lot gates, as necessary, to permit access to those facilities. The proposed agreement was approved by the Community Services Commission at their July 13, 1998 meeting and will be considered by the TVUSD Board of Directors at their August meeting. FISCAL IMPACT: The Facility Use Agreement between the TCSD and TVUSD for the use of Temecula Valley High School tennis courts provides for the TCSD to design and construct the lights and other improvements to the tennis courts, parking and other facilities. The cost for this project is estimated to be $200,000 and is budgeted in the Capital Improvement Program for fiscal year 1998/99 in fund 210-190-155-5804. Annual costs for utilities, net replacement, power washing and restroom maintenance are estimated to be $15,000 and are budgeted in the TCSD parks operations and maintenance budget. ATTACHMENT: Temecula Valley High School Facility Use Agreement AGREEMENT BETWEEN THE CITY OF TEMECULA AND TEMECULA VALLEY UNIFIED SCHOOL DISTRICT FOR THE JOINT USE OF TEMECULA VALLEY HIGH SCHOOL TENNIS COURTS THIS AGREEMENT is made and entered into as of July 14, 1998 by and between the City of Temecula, a municipal corporation ("City"), and the Temecula Valley Unified School District ("District"). In consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as follows: 1. Recitals. This Agreement is entered into with respect to the following facts and for the following purposes, each of which is acknowledged as true and correct by the parties: a. District is the owner of certain real property within the City of Temecula, known as Temecula Valley High School; b. Title I, Division 1, Part 7, Chapter 10, commencing with Section 10900 of the Education Code, authorizes public school districts and cities to cooperate with one another for the purpose of authorizing, promoting and conducting programs of community recreation which will contribute to the attainment of general recreational and educational objectives for children and adults of the State. In this regard, school districts and cities may enter into agreements with each other to aid and cooperate in carrying out these objectives. The governing body of any school district is authorized by these provisions to use the buildings, grounds, and equipment of the district, or any of them, to carry out the recreational and educational objectives, or may grant the use of any building, grounds, or equipment of the district to any other public authority for such purposes, whenever the use of the buildings, grounds, or equipment for community recreational purposes will not interfere with use of the buildings, grounds, and equipment for any other purpose of the public school system. Accordingly, the District and City are authorized to enter into this Agreement. c. District and City desire to jointly develop and utilize a portion of Temecula Valley High School for park, recreational and education purposes benefiting the citizens of Temecula; and d. The portion of the Temecula Valley High School to be developed for these joint purposes consists of the eight (8) tennis courts located on the Temecula Valley High School property and is depicted on Exhibit A, attached hereto and incorporated herein by this reference (hereafter the "Property"). 2. Use of Property a~q Park. District hereby grants to City a license to (1) use the Property as a public park within designated time frames, (2) use the designated parking lot areas within the High School as parking for users of the Property, and (3) use designated walkways within the High School for access to the Property, all in accordance with the terms and restfictions as set forth in this Agreement. 3. Term of A~reement. The term of the license granted by this Agreement shall be for a period of twenty (20) years from July 1, 1998, unless terminated or extended as provided in this Agreement. City shall have an option to extend the term for two (2) ten (10) year periods. City shall exercise the fights of the option prior to six (6) months of the end of the first twenty (20) year period or six (6) months of the end of the first option period. 4. Apportionment of Use of Property by City and District. The Property shall be used for school purposes by the District during the hours of 8:00 a.m. to 6:00 p.m., Monday through Friday except on School Holidays. School Holidays shall be def'med as those days or portion of days when the Temecula Valley High School is not in session. The District shall also have use of the Property for occasional scheduled competitive tennis team practice and competitions, on Saturdays and weekday evenings. On or before September 1 of each year the District shall notify the City of the dates when the Temecula Valley High School will not be in session, as well as the approximate scheduled dates and times of competitive tennis team use. At all other times, the Property shall be used for public park purposes by the City and subject to such park rules and regulations for the use of the park as the City may enact. 5. Improvement of the Property. The City shall, at its sole cost and expense, design, construct and install: (1) lights on the tennis courts on the Property to allow for night tennis play; (2) fencing in the parking lot adjacent to the tennis courts, as shown on Exhibit "A", complete with a rolling gate to limit vehicular access to other parts of the school campus; (3) rolling gate at pedestrian access to visitor seating in football stadium; (4) mow curb adjacent to exterior south side of courts; (5) concrete planter adjacent to exterior of north side of courts; (6) windscreens around court perimeters and interior (the "Improvements"); and (7) signage to establish City access to the existing stadium restrooms during City use of tennis courts. The City's obligation to construct the Improvements is contingent upon the City Council (1) completing an environmental review and making all necessary findings pursuant to the California Environmental Quality Act, and (2) appropriating, in its sole and absolute discretion, adequate funds to construct the Improvements, however, in the event the City does not construct the Improvements, this Agreement is null and void. The Improvements shall comply with all laws, rules and regulations applicable to the construction of Improvements on school facilities. The Improvements shall be constructed in accordance with approved plans and specifications. The District shall review and approve the plans and specifications prior to bidding of the project. Upon expiration of the term of this Agreement or earlier termination of this Agreement pursuant to the terms hereof, the District shall own the Improvements. R:tRUSEPICONTRACTI1TENNIS. TVH 6. School District Maintenance Responsibilities. During the term of this Agreement, the District shall, at its sole cost and expense, unless otherwise provided herein, perform the following maintenance on the Property and the improvements which currently exist upon it or which are to be constructed upon the Property pursuant to the terms of this Agreement, in accordance with reasonable maintenance standards and schedules: a. Resurface the tennis courts, as necessary, to be determined by the School District Director of Facilities Services; and bo times; and Maintain tennis court surfaces and lines in good condition at all c. Maintain the walkways leading to the tennis courts, and parking for the tennis courts in a neat and clean condition, including, but not limited to, daily removal of trash and debris; and d. Provide keys to the key City personnel for restroom facilities, tennis court facilities, and parking lot gates, as necessary, to permit access to those facilities; and and eo Maintain and trim trees and landscaping adjacent to tennis courts; f. Maintain parking lot fencing and gates. 7. City Maintenance Responqibilities. During the term of this Agreement, the City shall, at its sole cost and expense, perform the following maintenance on the Property and the improvements which currently exist upon it or which are to be constructed upon the Property pursuant to the terms of this Agreement, in accordance with reasonable maintenance standards and schedules: a. Maintain the lights to be installed on the tennis courts in accordance with manufacturer's standards, including but not limited to, replacement of bulbs; and Do courts; and Pay all electric utility costs necessary for lighting the tennis c. Replace windscreens at least every three years, as necessary, to be determined by the City Director of Community Services; and d. Maintain the tennis court area in a neat and clean condition, including removal of trash and debris; and R:~RUSEPiCONTRACT~ITENNIS. TVH e. Power wash the courts once every other month; and f. Open restrooms adjacent to tennis courts for public access during City court usage times; and g. Clean and lock restrooms adjacent to tennis courts after each day used for City usage time; and h. Lock rolling gates at parking lot adjacent to tennis courts and at visitor football seating pedestrian access during City usage time and unlock said gates at conclusion of City usage time; and I. Maintain tennis courts and restrooms consistent with City park standards during times of City use; and j. Maintain nets in good condition at all times, with the installation of nets being borne by the City. District personnel will assist the City with net installation whenever possible. 8. Indemnification a. City agrees to defend, indemnify, protect and hold harmless the District, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, or liability of any kind or nature which the District, its officers, agents and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of the City's negligent or wrongful acts or omissions in performing or failing to perform under the terms of this Agreement, excepting only liability arising out of the sole negligence of the District. b. District agrees to defend, indemnify, protect and hold harmless the City, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, or liability of any kind or nature which the City, its officers, agents and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of the District's negligent or wrongful acts or omissions in performing or failing to perform under the terms of this Agreement, or which may arise from the ownership of the Property, excepting only liability arising out of the sole negligence of the City. 9. Defaults and Remedies a. Subject to the extensions of time set approved in writing by a party, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. A party claiming a default R : IR USE P I CONTRA CTI1TENNIS. TVIf (claimant) shall give written notice of default to the other party, specifying the default complained of. b. The claimant shall not institute proceedings against the other party nor be entitled to damages if the other party within fourteen (14) days from receipt of such notice immediately, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy within thirty (30) days from the date of receipt of such notice. Such cure, correction and remedy shall include payment of any costs, expenses (including attorney fees) or damages incurred by the non-defaulting party resulting from the default or during the period of default. c. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. d. Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. e. If a default is not fully cured by the defaulting party as provided in this Paragraph, the defaulting party shall be liable to the other party for any damages caused by such default, and the nondefaulting party may thereafter (but not before) commence an action for damages against the defaulting party with respect to such default. f. If a default under this Agreement is not fully cured by the defaulting party as provided in this Paragraph, the nondefaulting party at its option may thereafter (but not before) commence an action for specific performance of terms of this Agreement. g. In the event litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted. 10. Termination of Agreement. Either party may terminate this Agreement for any reason upon written notice of one year to the other party; provided however that in the event that District terminates this Agreement during the initial term of the Agreement, District shall pay to the City a Termination Fee as defined in this Paragraph. The R : IR USE P [ CONTRA CT~ I TENNI$. TVH Termination Fee shall be one twentieth of the amount of the actual costs incurred by the City to construct and install the Improvements described in Paragraph 5 of this Agreement times the number of years remaining in the initial term of this Agreement plus simple interest on such amount from the date the improvements were completed at the rate of six percent (6%) per annum (1/20 of Costs x years remaining in initial term at 6% interest). In the event the City terminates this Agreement pursuant to this Paragraph, the parties acknowledge and agree that District shall own the Improvements. 11. Force Majeure. Except as otherwise expressly provided in this Agreement, if the performance of any act required by this Lease to be performed by either District or City is prevented or delayed by reason of any act of God, strike, lockout, labor trouble, inability to secure materials, restrictive governmental laws or regulations, or any other cause (except financial inability) not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused. However, nothing contained in this Section shall excuse the prompt payment by a party as required by this Agreement or the performance of any act rendered difficult or impossible solely because of the financial condition of the party required to perform the act. 12. Notices to Parties Written notices, demands and communications among the District and City, shall be sufficiently given by either by (I) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice: District: Temecula Valley Unified School District 31350 Rancho Vista Road Temecula, California 92592 Attention: Superintendent City: City of Temecula 43200 Business Park Drive Post Office Box 9033 Temecula, California 92589-9033 Attention: City Manager 13. Agreement Binding on Successors. This Agreement shall be binding on and shall inure to the benefit of the successors and lawful assigns of the parties hereto. 14. Assignment. Neither Party shall assign or transfer this Agreement or any portion thereof without the prior written consent of the other party, which consent shall R:IRUSEPiCONTRACTllTENNIS. TVH not be unreasonably withheld; provided however that City may assign this Agreement to the Temecula Community Services District without the consent of the District. 15. Sole and Only Agreement. This Agreement constitutes the sole and only agreement between District and City respecting the joint use of the Property for school and park purposes. Any agreements or representations, either oral or written, respiting the Property or any other matter discussed in this Agreement not expressly set forth in this Agreement are null and void. 16. Time of Essence. Time is expressly declared to be of the essence of this Lease. 17. Authority to Execute. Each party hereto expressly warrants and represents that he or she has the authority to execute this Agreement on behalf of his or her governmental entity and warrants and represents that he or she has the authority to bind his or her entity to the performance of its obligations hereunder. ///// III/I R : IR U SEP I CONTRA CTI I TENNIS. IN WITNESS WItEREOF this Agreement has been ex~uted by the authorized representatives of the parties hereto. TEMECULA VALLEY UNIFIED SCHOOL DISTRICT President of Governing Board Attest: Secretary to the Governing Board CITY OF TEMECULA Attest: Ron Roberts Mayor Susan W. Jones, CMC City Clerk Approved as to form: R : ~R USEP I CONTRA CTI1TENNIS. TVH Peter M. Thorson City Attorney EXHIBIT A MAP OF PROPERTY R : ~R USEP I CONTRA CT~ i TENNIS. TVH REDEVELOPMENT AGENCY ITEM 1 MINUTES OF AN ADJOURNED REGULAR MEETING OF THE TEMECULA REDEVELOPMENT AGENCY JUNE 16, 1998 An adjourned regular meeting of the City of Temecula Redevelopment Agency was called to order at 8:40 P.M., at the City Council Chambers, 43200 Business Park Drive, Temecula, California. Chairman Linderoans presiding. ROLL CALL PRESENT: 5 AGENCY MEMBERS: Comerchero, Ford, Roberts, Stone, and Lindemans. ABSENT: 0 AGENCY MEMBERS: None. Also present were Executive Director Bradley, City Attorney Thorson, and Acting City Clerk Jones. PUBLIC COMMENTS None. CONSENT CALENDAR 1. Temecula Tourism Promotional Brochure 1.1 Approve the contract for printing of the Temecula Tourism Promotional Brochure to Smurfit Press in the amount of $19,051.00. MOTION: Agency Member Stone moved to approve Consent Calendar Item No. 1. The motion was seconded by Agency Member Comerchero and voice vote reflected unanimous approval. At this time, the City Council reconvened. JOINT CITY COUNCIL/REDEVELOPMENT AGENCY BUSINESS Agency Member Stone advised that he would be abstaining with regard to this Item. 2. Old Town Streetscape Construction Period Incentives and Old Town Billboard Lease That the City Council: 2.1 Amend Facade Improvement Program by extending $10,000 Facade Improvement Assistance Package to June 30, 1999; minutes,RDA\061698 1 That the Redevelopment Agency: 2.2 Approve construction period incentives; 2.3 Authorize the Executive Director to negotiate and execute a contract with Adam Advertising for up to $48,000 to identify Old Town on two billboards along Interstate 15. Housing and Redevelopment Manager Meyer reviewed the staff report (as per agenda material); commented on the results of the Old Town Merchants Survey; and clarified the Assistance Package for the Facade Improvement Program. Chairman Lindemans requested that the City Council be given the opportunity to provide input as to what will be advertised on the billboards. Agency Member Ford recommended that the Marketing program which includes the billboards and any of the collateral adverting, and the terms of the contract be reviewed by the City Council. Mr. Meyer advised that the term for the contract for the billboards will be for one year with the option to extend. In order to include two Christmas Seasons, Agency Member Comerchero suggested that the term of the contract for the billboards be extended through December 1999. Chairman Lindemans requested that additional street sweeping be provided. MOTION: Councilman Comerchero moved to amend Facade Improvement Program by extending $10,000 Facade Improvement Assistance Package to June 30, 1998. The motion was seconded by Councilman Lindemans and voice vote reflected unanimous approval with the exception of Councilman Stone who abstained. MOTION: Agency Member Comerchero moved to approve construction period incentives and to authorize the Executive Director to negotiate and execute a contract with Adam Advertising for up to $72,000 to identify Old Town on two billboard, along Interstate 15, for a period of 18 months. The motion was seconded by Agency Member Lindemans and voice vote reflected unanimous approval. At this time, City Council recessed. EXECUTIVE DIRECTOR'S REPORT No comments. AGENCY MEMBERS' REPORTS No comments. minutes. RDA\061698 2 ADJOURNMENT At 8:52 P.M., the Temecula Community Services District meeting was formally adjourned to Tuesday, June 23, 1998, at 7:00 P.M., City Council Chambers, 43200 Business Park Drive, Temecula, California. Karel Lindemans, Chairman ATTEST: Susan W. Jones, CMC City Clerk/District Secretary [SEAL] minutes. RDA\061698 3 ITEM 2 APPROVAL CITY ATTORNEY DIRECTOR OF FINANC~E~/~;~"'~ CITY MANAGER REDEVELOPMENT AGENCY AGENDA REPORT TO: FROM: DATE: SUBJECT: Executive Director/Redevelopment Agency Members/City Councilmembers Marilyn Whisenand, Redevelopment Consultant July 14, 1998 Disposition and Development Agreement and Ground Lease for the North Pujol Redevelopment Project RECOMMENDATION: 1. That the City Council Adopt: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "DISPOSITION AND DEVELOPMENT AGREEMENT" BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND TEMECULA GARDENS, L.P., DATED AS OF JULY 14, 1998 AND THAT CERTAIN GROUND LEASE BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND TEMECULA GARDENS, L.P., DATED AS OF JULY 14, 1998 FOR THE REDEVELOPMENT OF CERTAIN PROPERTY WITHIN REDEVELOPMENT PROJECT NO. 1--1988. 2. That the Temecula Redevelopment Agency adopt: RESOLUTION NO. RDA 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "DISPOSITION AND DEVELOPMENT AGREEMENT" AND THAT CERTAIN GROUND LEASE BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND TEMECULA GARDENS, L.P., EACH DATED AS OF JULY 14, 1998 FOR THE REDEVELOPMENT OF CERTAIN PROPERTY WITHIN REDEVELOPMENT PROJECT. NO. 1--1988 r:\ready2go\whisem~98\tgardens.egn BACKGROUND: On May 26, 1998, the Temecula City Council and the Temecula Redevelopment Agency (RDA) adopted Resolution Nos. 98-47 and 98-09 respectively approving a Disposition and Development Agreement and Ground Lease between the RDA and Temecula Gardens L.P., providing for the rehabilitation and development of 76 units of affordable housing in the North Pujol area of Redevelopment Project No. 1-1988. Attached is the May 26, 1998 staff report that describes the background of the project and details the terms of the agreements adopted. Certain changes are required to conform with tax credit requirements and to meet conditions imposed by Washington Mutual, the lender which proposes to finance the project's construction. Therefore, it is necessary to terminate and rescited the agreements adopted on May 26, 1998 and adopt new agreements incorporating certain revisions. Summary of Revisions 1. Affordability restrictions have been revised as follows: 8 two bedroom units @ 50% of median income 8 three bedroom units @ 50% of median income 30 two bedroom units @ 60% of median income 30 three bedroom units @60% of median income To meet tax credit requirements, the rent structure for the property to be leased by the RDA to the developer must be changed from a percentage rent structure to a fixed rent. Keyser Marston Associates (KMA), the Redevelopment Agency's financial consultant, reviewed this modification in their "Analysis of Revised Disposition and Development Agreement/Ground Lease" dated June 30, 1998 (attached) and determined that the proposed lease terms leave the Redevelopment Agency's financial participation substantially unchanged from the original terms. KMA concludes that the slight increase in the Redevelopment Agency's costs ($68,000 net present value over the life of the 50 year lease) is offset by the revised rental structure which places the Redevelopment Agency's rent in a superior position to that of the developer's deferred development fee. The previous agreements provided for simultaneous closing of the bond issue, execution of the lease agreement and payment of advance rent in the amount of $1,669,169 to the Redevelopment Agency. Washington Mutual, the lender for the project, has required that the rent payment be deferred until the building permit is issued for the project. The project received City entitlement on June 23, 1998. The issuance of a building permit, a ministerial act, will occur at the time plans are submitted and development conditions are met. In order to meet Washington Mutual's requirements, the payment of advance rent is proposed to be deferred until the issuance of the building permit which is estimated to occur in approximately 60 days. The remainder of the Disposition and Development Agreement and Ground Lease are in substantial conformance with the documents approved on May 26, 1998. FISCAL IMPACT: The $305,000 annual obligation of the Redevelopment Agency to fund the subject project has been approved in the FY 99-03 Capital Improvement Budget. The funding source is Affordable Housing Units-Land Assembly/Project Development (Account No. 165-199-812-5804) which currently has a $640,000 balance. Attachments: Keyser Marston Associates Memorandum dated 6/30/98 Council Resolution No. 98-__ Approving Disposition & Development Agreement & Ground Lease Agency Resolution No. RDA 98- Approving Disposition & Development Agreement & Ground Lease Disposition & Development Agreement, including Ground Lease Regulatory Agreement May 26, 1998 Agenda Report Analysis of Project (§33433 Report) dated June 30, 1998 RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "DISPOSITION AND DEVELOPMENT AGREEMENT" BETWEEN THE REDEVEL- OPMENT AGENCY OF THE CITY OF TEMECULA AND TEMECULA GARDENS, L.P., DATED AS OF JULY 14, 1998 AND THAT CERTAIN GROUND LEASE BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND TEMECULA GARDENS, L.P., DATED AS OF JULY 14, 1998 FOR THE REDEVELOPMENT OF CERTAIN PROPERTY WITHIN REDEVELOPMENT PROJECT NO. 1--1988 THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. declares that: The City Council of the City of Temecula hereby finds, determines and A. The Redevelopment Agency of the City of Temecula ("Agency") is a community redevelopment agency duly organized and existing under the Community Redevelopment Law CCRL"), Health and Safety Code Sections 33000 et seq. and has been authorized to transact business and exercise the powers of a redevelopment agency pursuant to action of the City Council of the City of Temecula. B. On June 12, 1988, the Board of Supervisors of the County of Riverside adopted Ordinance No. 658 adopting and approving the "Redevelopment Plan for Riverside County Redevelopment Project No. 1-1988" (hereafter the "Plan") in accordance with the provisions of the CRL. On December 1, 1989, the City of Temecula was incorporated. The boundaries of the Project Area described in the Plan are entirely within the boundaries of the City of Temecula. On April 9, 1991, the City Council of the City of Temecula adopted Ordinances Nos. 91-08, 91-11, 91-14, and 91-15 establishing the Redevelopment Agency of the City of Temecula and transferring jurisdiction over the Plan from the County to the City. Pursuant to Ordinance Nos. 91-11 and 91-15, the City of Temecula and the Redevelopment Agency of the City of Temecula assumed jurisdiction over the Plan as of July 1, 1991. C. The project proposed by Temecula Gardens, L. P. ("Developer") pertains to property located at 28485, 28497, 28534, 28535, 28545, 28555, 28559, and 28565 Pujol Street in the City of Temecula ("Site"), which is within the Project Area. R:\ready2go\whisem\98\tgardens.agn 6/19/98 11087-00013 innt 1480776 0 4 D. The Project to be developed on the Site pursuant to the Disposition and Development Agreement ("Agreement") will consist of the rehabilitation of 38 existing rental units and the construction of 38 new rental units. All units on the Site will be available at rents affordable to persons and families of low or moderate income. E. Pursuant to the provisions of Health & Safety Code Sections 33430, 33431 and 33433, the Agency duly noticed and held a joint public hearing on July 14, 1998 before the Board of Directors of the Redevelopment Agency of the City of Temecula and the City Council of the City of Temecula concerning the approval of the proposed Disposition and Development Agreement and Ground Lease with Developer. F. Pursuant to the requirements of Health & Safety Code Section 33433, a comprehensive report summarizing and analyzing the proposed Disposition and Development Agreement and the Ground Lease. The report specifically contains the information required by Section 33433 and has been prepared within the time limit set forth therein and made available for public review from the date of the first publication of the notice of public hearing. G. The lease of the Site as proposed by the Disposition and Development Agreement and the Ground I_ease is at less than fair market rental value based on the Agency's real estate analysis. Concurrently with the adoption of this resolution, the Agency Board found that, in accordance with the authority of Health & Safety Code Section 33433 that: (1) the lease price is not less than the fair reuse value of the Site; and (2) said difference is neces- sary to effectuate the provisions of the Plan and to allow development and housing opportunities to come to the City and Project Area and increase employment opportunities within the City and the Project Area. H. The development of the Site as required by the Agreement will assist in the elimination of blight in the Project Area as identified in the proceedings establishing the Project Area in that development of Project on the Site will: (1) Establish development standards and the rehabilitation and improvement of obsolete, deteriorating, and inappropriate buildings and housing stock; (2) consolidate irregular parcels into a site appropriate for development; (3) encourage and provide for development of vacant properties in accordance with the Plan and the Old Town Specific Plan; and (4) preserve, improve, and expand housing opportunities for low and moderate income residents. I. The Agreement is consistent with the Redevelopment Plan and the Implementation Plan adopted by the Agency for the Project Area adopted by the Agency. J. The redevelopment of the Site as provided in the Agreement and Ground Lease is consistent with the City's General Plan and the Old Town Specific Plan. K. The Agency is specifically authorized by Health & Safety Code R:\ready2go\whisem\98\tgardens.agn 6/19/98 11087-00013 pmt 1480776 0 -5- Sections 33430, 33431 and 33433, and other applicable law, to enter into the Disposition and Development Agreement and Ground Lease. L. The City Council and Agency Board has duly considered all terms and conditions of the proposed Agreement and believes that such agreement is in the best interests of the Agency and City and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law requirements. M. This Agreement pertains to and affects the ability of all parties to finance and carry out their statutory purposes and to accomplish the goals of the Plan and is intended to be a contract within the meaning of Government Code Section 53511. Section 2. and declares that: The City Council of the City of Temecula hereby further finds, determines A. Section 33334.2, et seq. of the CRL authorizes and directs the Agency to expend a certain percentage of all taxes which are allocated to the Agency pursuant to the CRL Section 33670 for the purposes of increasing, improving and preserving the community's supply of housing available at affordable housing costs to persons and families of low to moderate income, including lower income and very low income households. B. Pursuant to the CRL, the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund"). C. Pursuant to the CRL Section 33334.2(e), in carrying out its affordable housing activities, the Agency is authorized to provide subsidies to or for the benefit of very low and lower income households, or persons and families of low or moderate income to the extent those households cannot obtain housing at affordable costs on the open market. D. Pursuant to the CRL Section 33413(b), the Agency is required to ensure at least fifteen percent (15%) of all new and substantially rehabilitated dwelling units developed within the Project Area by private of public entities or persons other than the Agency shall be available at affordable housing cost to persons and families of low or moderate income, and such inclusionary units may be provided outside the boundaries of the Project Area in conformity with the requirements of CRL Section 33413(b)(2)(A)(ii). E. Developer proposes, with the assistance of the Agency, to develop the Project and upon completion to make available for the longest feasible period of time all of the housing units in the Project at affordable rents to low to moderate income households. F. Pursuant to Sections 33132, 33133, and 33600 of the CRL, the Agency may accept financial or other assistance from any public or private source, for the R:\ready2go\whisem\98\tgardens.agn 6/19/98 11087-00013 pmt 1480776 0 -6- Agency's activities, powers, and duties, and expend any funds so received for any of the purposes of the CRL. G. The expenditures from the Housing Fund as contemplated by the Agreement approved by this Resolution will directly and specifically increase, improve, and preserve the community's supply of low and moderate income housing within the meaning of Health and Safety Code Section 33334.2 and will be of benefit to the Project Area by providing new housing which restricted so as to be affordable for occupancy by very low income, lower income and median income households. H. The California Legislature declares in Health and Safety Code Section 37000, et seq., that new forms of cooperation with the private sector, such as leased housing, disposition of real property acquired through redevelopment, development approvals, and other forms of housing assistance may involve close participation with the private sector in meeting housing needs, without amounting to development, construction or acquisition of low rent housing projects as contemplated under Article XXXIV of the State Constitution and that the Agreement approved hereby is not subject to the provisions of said Article XXXIV. Section 3. and declares that: The City Council of the City of Temecula hereby further finds, determines A. An Initial Study of Environmental Impact and a Negative Declaration has been prepared for the Disposition and Development Agreement by and between the Agency and Developer and circulated in accordance with the provisions of the California Environmental Quality Act and the State CEQA Guidelines. The Initial Study and Negative Declaration of Environmental Impact is on file in the Office of the Secretary of the Agency. B. Prior to approving the Project, the Board of Directors of the Agency and the City Council considered the Initial Study of Environmental Impact and the Negative Declaration, together with any comments received during the public review process. C. The City Council specifically finds and determines that on the basis of the Initial Study of Environmental Impact and any comments received in the public review process, there is no substantial evidence before the Council and the Agency that the Project will have a significant effect on the environment. As a result of the Initial Study and any comments received during the public review process, the Project will not result in any adverse effect, either individually or cumulatively, on wildlife (as defined by Section 711.2 of the Fish and Game Code) or on wildlife habitats and resources. Section 4. As a responsible agency, the City Council of City of Temecula, based upon the findings set forth above, hereby certifies and approves the Negative Declaration of Envi- ronmental Impact for the project which is attached hereto as Exhibit "A" and by this reference R: \ready2go\whisem\98\tgardens.agn 6/19/98 11087-00013 prat 1480776 0 7 incorporated herein, and directs the Executive Director to file a Notice of Determination with the County Clerk of the County of Riverside forthwith. Section 5. The Council hereby finds and determines that the lien of the covenants required pursuant to the DDA may be subordinated to financing for the Project because an economically feasible alternative method of financing the Project on substantially comparable terms and conditions, but without subordination, is not reasonably available. Section 6. The City Council of the City of Temecula hereby approves that certain Disposition and Development Agreement entitled "Disposition and Development Agreement" between the Redevelopment Agency of the City of Temecula, a public body corporate and politic, and Temecula Gardens, L.P. dated as of July 14, 1998 and authorizes the Agency to approve said Agreement in substantially the form submitted to the Council, subject to such revisions as authorized by the Agency Board. Section 7. The City Clerk shall certify the adoption of this Resolution. on PASSED, APPROVED AND ADOPTED by the City Council of the City of Temecula , 1998. ATTEST: RON ROBERTS MAYOR SUSAN JONES, CMC CITY CLERK [SEAL] R: \ready2go\whisem\98 \tgarden s. agn 6/19/98 11087-00013 pmt 1480776 0 -8- STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF TEMECULA SS I, Susan Jones, City Clerk of the City of Temecula, do hereby certify that the Resolution No. 98- was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof, held on , 1998, by the following vote, to wit: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: ABSTAIN: COUNCILMEMBERS: SUSAN JONES, CMC CITY CLERK R:\ready2go\whisem\98\tgardens.agn 6/19/98 11087-00013 pmt 1480776 0 - 9 - RESOLUTION NO. RDA 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVEL- OPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "DISPOSITION AND DEVELOPMENT AGREEMENT" AND THAT CERTAIN GROUND LEASE BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND TEMECULA GARDENS, L.P., EACH DATED AS OF JULY 14, 1998 FOR THE REDEVELOPMENT OF CERTAIN PROPERTY WITHIN REDEVELOPMENT PROJECT NO. 1--1988 THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby finds, determines and declares that: A. The Redevelopment Agency of the City of Temecula ("Agency") is a community redevelopment agency duly organized and existing under the Community Redevelopment Law CCRL"), Health and Safety Code Sections 33000 et seq. and has been authorized to transact business and exercise the powers of a redevelopment agency pursuant to action of the City Council of the City of Temecula. B. On June 12, 1988, the Board of Supervisors of the County of Riverside adopted Ordinance No. 658 adopting and approving the "Redevelopment Plan for Riverside County Redevelopment Project No. 1-1988" (hereafter the "Plan") in accordance with the provisions of the CRL. On December 1, 1989, the City of Temecula was incorporated. The boundaries of the Project Area described in the Plan are entirely within the boundaries of the City of Temecula. On April 9, 1991, the City Council of the City of Temecula adopted Ordinances Nos. 91-08, 91-11, 91-14, and 91-15 establishing the Redevelopment Agency of the City of Temecula and transferring jurisdiction over the Plan from the County to the City. Pursuant to Ordinance Nos. 91-11 and 91-15, the City of Temecula and the Redevelopment Agency of the City of Temecula assumed jurisdiction over the Plan as of July 1, 1991. C. The project proposed by Temecula Gardens, L. P. ("Developer") pertains to property located at 28485, 28497, 28534, 28535, 28545, 28555, 28559, and 28565 Pujol Street in the City of Temecula ("Site"), which is within the Project Area. D. The Project to be developed on the Site pursuant to the Disposition and Development Agreement ("Agreement") will consist of the rehabilitation of 38 existing rental 6/19/98 11087-00013 pmt 1480775 0 - 10 - units and the construction of 38 new rental units. All units on the Site will be available at rents affordable to persons and families of low or moderate income. E. Pursuant to the provisions of Health & Safety Code Sections 33430, 33431 and 33433, on July 14, 1998 the Agency duly noticed and held a joint public hearing before the Board of Directors of the Redevelopment Agency of the City of Temecula and the City Council of the City of Temecula concerning the approval of the proposed Disposition and Development Agreement and Ground Lease with Developer. F. Pursuant to the requirements of Health & Safety Code Section 33433, a comprehensive report summarizing and analyzing the proposed Disposition and Development Agreement and the Ground l_ease. The report specifically contains the information required by Section 33433 and has been prepared within the time limit set forth therein and made available for public review from the date of the first publication of the notice of public heating. G. The lease of the Site as proposed by the Disposition and Development Agreement and the Ground Lease is at less than fair market rental value based on the Agency's real estate analysis. Therefore, the Agency Board specifically finds in accordance with the authority of Health & Safety Code Section 33433 that: (1) the lease price is not less than the fair reuse value of the Site; and (2) said difference is necessary to effectuate the provisions of the Plan and to allow development and housing opportunities to come to the City and Project Area and increase employment opportunities within the City and the Project Area. H. The development of the Site as required by the Agreement will assist in the elimination of blight in the Project Area as identified in the proceedings establishing the Project Area in that development of Project on the Site will: (1) Establish development standards and the rehabilitation and improvement of obsolete, deteriorating, and inappropriate buildings and housing stock; (2) consolidate irregular parcels into a site appropriate for development; (3) encourage and provide for development of vacant properties in accordance with the Plan and the Old Town Specific Plan; and (4) preserve, improve, and expand housing opportunities for low and moderate income residents. I. The Agreement is consistent with the Redevelopment Plan and the Implementation Plan adopted by the Agency for the Project Area adopted by the Agency. J. The redevelopment of the Site as provided in the Agreement and Ground I_ease is consistent with the City's General Plan and the Old Town Specific Plan. K. The Agency is specifically authorized by Health & Safety Code Sections 33430, 33431 and 33433, and other applicable law, to enter into the Disposition and Development Agreement and Ground Lease. 6/19/98 11087-00013 prat 1480775 L. The Agency Board has duly considered all terms and conditions of the proposed Agreement and believes that such agreement is in the best interests of the Agency and City and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law requirements. M. This Agreement pertains to and affects the ability of all parties to finance and carry out their statutory purposes and to accomplish the goals of the Plan and is intended to be a contract within the meaning of Government Code Section 53511. Section 2. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby further finds, determines and declares that: A. Section 33334.2, et seq. of the CRL authorizes and directs the Agency to expend a certain percentage of all taxes which are allocated to the Agency pursuant to the CRL Section 33670 for the purposes of increasing, improving and preserving the community's supply of housing available at affordable housing costs to persons and families of low to moderate income, including lower income and very low income households. B. Pursuant to the CRL, the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund"). C. Pursuant to the CRL Section 33334.2(e), in carrying out its affordable housing activities, the Agency is authorized to provide subsidies to or for the benefit of very low and lower income households, or persons and families of low or moderate income to the extent those households cannot obtain housing at affordable costs on the open market. D. Pursuant to the CRL Section 33413(b), the Agency is required to ensure at least fifteen percent (15%) of all new and substantially rehabilitated dwelling units developed within the Project Area by private of public entities or persons other than the Agency shall be available at affordable housing cost to persons and families of low or moderate income, and such inclusionary units may be provided outside the boundaries of the Project Area in conformity with the requirements of CRL Section 33413(b)(2)(A)(ii). E. Developer proposes, with the assistance of the Agency, to develop the Project and upon completion to make available for the longest feasible period of time all of the housing units in the Project at affordable rents to low to moderate income households. F. Pursuant to Sections 33132, 33133, and 33600 of the CRL, the Agency may accept financial or other assistance from any public or private source, for the Agency's activities, powers, and duties, and expend any funds so received for any of the purposes of the CRL. 6/19/98 11087-00013 prat 1480775 0 - 12 - G. The expenditures from the Housing Fund as contemplated by the Agreement approved by this Resolution will directly and specifically increase, improve, and preserve the community's supply of low and moderate income housing within the meaning of Health and Safety Code Section 33334.2 and will be of benefit to the Project Area by providing new housing which restricted so as to be affordable for occupancy by very low income, lower income and median income households. H. The California Legislature declares in Health and Safety Code Section 37000, et seq., that new forms of cooperation with the private sector, such as leased housing, disposition of real property acquired through redevelopment, development approvals, and other forms of housing assistance may involve close participation with the private sector in meeting housing needs, without amounting to development, construction or acquisition of low rent housing projects as contemplated under Article XXXIV of the State Constitution and that the Agreement approved hereby is not subject to the provisions of said Article XXXIV. Section 3. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby further finds, determines and declares that: A. An Initial Study of Environmental Impact and a Negative Declaration has been prepared for the Disposition and Development Agreement by and between the Agency and Developer and circulated in accordance with the provisions of the California Environmental Quality Act and the State CEQA Guidelines. The Initial Study and Negative Declaration of Environmental Impact is on file in the Office of the Secretary of the Agency. B. Prior to approving the Project, the Board of Directors of the Agency and the City Council considered the Initial Study of Environmental Impact and the Negative Declaration, together with any comments received during the public review process. C. The Agency Board specifically finds and determines that on the basis of the Initial Study of Environmental Impact and any comments received in the public review process, there is no substantial evidence before the Council and the Agency that the Project will have a significant effect on the environment. As a result of the Initial Study and any comments received during the public review process, the Project will not result in any adverse effect, either individually or cumulatively, on wildlife (as defined by Section 711.2 of the Fish and Game Code) or on wildlife habitats and resources. Section 4. Based upon the findings set forth above, the Board of Directors of the Redevelopment Agency of City of Temecula hereby certifies and approves the Negative Declaration of Environmental Impact for the Project and directs the Executive Director to file a Notice of Determination with the County Clerk of the County of Riverside forthwith. Section 5. The Agency hereby finds and determines that the lien of the covenants 6/19/98 11087-00013 pmt 1480775 0 - 13 required pursuant to the Agreement may be subordinated to financing for the Project because an economically feasible alternative method of financing the Project on substantially comparable terms and conditions, but without subordination, is not reasonably available. Section 6. While the Agency determines that participation in the feasibility analysis, financing, and development of the Project does not constitute development, construction or acquisition of a low-rent housing project within the meaning of Article XXXIV of the State Constitution, and Health and Safety Code Sections 37001 and 37001.5. Section 7. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby approves that certain agreement entitled "Disposition and Development Agreement" between the Redevelopment Agency of the City of Temecula, a public body corporate and politic, and Temecula Gardens, L.P. dated as of July 14, 1998, and that certain "Ground Lease" between the Redevelopment Agency of the City of Temecula, a public body corporate and politic, and Temecula Gardens, L.P. dated as of July 14, 1998, with such changes in each document as may be mutually agreed upon by the Developer and the Agency Executive Director as are minor and in substantial conformance with the form of such Agreement and Ground Lease as are on file in the Office of the Agency Secretary. The Chairperson of the Agency is hereby authorized to execute the Agreement, including related exhibits and attachments, and the Ground Lease on behalf of the Agency. A copy of the final Agreement and Ground Lease when executed by the Agency Chairperson shall be placed on file in the Office of the Secretary of the Agency. Section 8. The Executive Director of the Agency (or his designee), is hereby authorized, on behalf of the Agency, to take all actions necessary and appropriate to carry out and implement the Agreement and Ground Lease and to administer the Agency's obligations, respon- sibilities and duties to be performed under the Agreement, Ground Lease and related documents, including but not limited to, escrow instructions, certificates of acceptance, and implementing agreements. Section 9. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby terminates and rescinds that certain agreement entitled "Disposition and Development Agreement" between the Redevelopment Agency of the City of Temecula, a public body corporate and politic, and Temecula Gardens, L.P. dated as of May 26, 1998, and that certain "Ground Lease" between the Redevelopment Agency of the City of Temecula, a public body corporate and politic, and Temecula Gardens, L.P. dated as of May 26, 1998, as adopted by Resolution No. RDA 98- on May 26, 1998 and hereby authorizes the Executive Director to execute on behalf of the Agency such documentation as may be required to effectuate the termination of said Agreement and Ground Lease. Section 10. The Secretary of the Agency shall certify the adoption of this Resolution. PASSED, APPROVED AND ADOPTED by the Board of Directors of the Redevel- 6/19/98 11087-00013 pmt 1480775 0 - 1~r - PASSED, APPROVED AND ADOPTED by the Board of Directors of the Redevel- opment Agency of the City of Temecula on , 1998. ATTEST: KAREL LINDEMANNS CHAIRPERSON SUSAN JONES, CMC SECRETARY [SEAL] STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF TEMECULA SS I, Susan Jones, CMC, Secretary of the Redevelopment Agency of the City of Temecula, do hereby certify that the Resolution No. RDA 98- was duly and regularly adopted by the Board of Directors of the Redevelopment Agency of the City of Temecula at a regular meeting thereof, held on , 1998, by the following vote, to wit: AYES: BOARDMEMBERS: NOES: BOARDMEMBERS: ABSENT: BOARDMEMBERS: ABSTAIN: BOARDMEMBERS: SUSAN JONES,CMC SECRETARY 6/19/98 11087-00013 pmt 1480775 0 - 15 APPROVAL CITY ATTORNEY DIRECTOR OF FINANI CITY MANAGER CITY OF TEMECULA/TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: FROM: DATE: SUBJECT: Executive Director/Agency Members/City Councilmembers Marilyn Whisenand, Redevelopment Consultant May 26, 1998 Disposition and Development Agreement and Ground Lease for the North Pujol Redevelopment Project BY: John Meyer, Housing and Redevelopment Manager RECOMMENDATION: That the Temecula City Council adopt RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROV- ING THAT CERTAIN AGREEMENT ENTITLED "DISPOSITION AND DEVELOPMENT AGREEMENT" BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND TEMECULA GARDENS, L.P., DATED AS OF MAY 26, 1998 AND THAT CERTAIN GROUND LEASE BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND TEMECULA GARDENS, L.P., DATED AS OF MAY 26, 1998 FOR THE REDEVELOPMENT OF CERTAIN PROPERTY WITHIN REDEVELOPMENT PROJECT NO. 1--1988 That the Temecula Redevelopment Agency (RDA) adopt: RESOLUTION NO. RDA 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "DISPOSITION AND DEVELOPMENT AGREEMENT" AND THAT CERTAIN GROUND LEASE BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND TEMECULA GARDENS, L.P., DATED AS OF MAY 26, 1998 FOR THE REDEVELOPMENT OF CERTAIN PROP- ERTY WITHIN REDEVELOPMENT PROJECT NO. 1--1988 BACKGROUND: The RDA began acquiring property for the North Pujol Redevelopment Project in Spring of 1996 by purchasing four single family homes. Later, the Agency purchased the Pujol (14 units) and Sherwood Apartments (24 units) from the Federal Deposit Insurance Corporation. A total of $1,669,169 was spent for the acquisition of real estate, R:\HOUSING~NOPUJOL\BOND.CC 5/18/98 jrm 1 relocation, demolition and associated costs to assemble those properties. The Agency now contracts with a property manager who manages the properties under affordable housing restrictions. All tenants meet affordable housing eligibility requirements. In order to incorporate the properties in an overall plan for new affordable housing, the Agency prepared a Request for Qualifications (RFQ) in March of 1997. The RFQ was sent to nearly eighty firms associated with affordable housing in Southern California. However, the Agency received only one unqualified response. After speaking with several firms it became clear that the small size of the project was the reason for the lack of response. Staff then obtained a new list of housing firms in the San Diego area who had recently completed small affordable housing projects. A revised RFQ was sent to these seven firms. Only the Affirmed Housing Group and the San Diego Community Housing Corporation responded. A selection committee chose the Affirmed Housing Group because of their recent successful work in Escondido, their approach to the project and their experience with tax credit funding sources. References contacted also spoke highly of the property management firm used by the Affirmed Housing Group. Project Description The proposed project is now known as Mission Village. The proposed scope of the work is · as follows: Significant rehabilitation to the 38 existing units, including new roof, replacement of wood siding with stucco, new architectural entries and expanded balconies. Minimal rehabilitation to the interiors. Construction of eighteen new three bedroom affordable housing units on the land between the existing apartments. Construction of twenty new three bedroom affordable housing units on a 1.3 acre parcel to be acquired by Affirmed Housing, located directly behind the Sherwood Apartments. Removal of existing garages, development of 76 new carports. Reconfiguration of existing drive aisles and parking areas. Addition of a sales office, three laundry facilities, two tot lots, a full size swimming and wading pool and a barbecue area. Complete re-landscaping. The new project will provide a total of 38 new three bedroom units and 38 rehabilitated two bedroom units. One hundred percent of the units will be restricted to affordable rents for the term of the 50 year lease as follows: R:\HOUS[NG\NOPUJOL',BOND.CC 5/18/98 jrm 2 23 of the 2 bedrooms at 50% of medium income 15 of the 3 bedrooms at 50% of medium income 15 of the 2 bedrooms at 60% of medium income 23 of the 3 bedrooms at 60% of medium income Development and Disposition Agreement In order to finance the construction and rehabilitation of the project, the developer has applied to the California Debt Advisory Committee for an allocation of tax exempt mortgage revenue bonds. Authorization has been granted and bonds must be issued by June 23, 1998. The RDA held a public hearing on the bonds on March 17,1998, and authorized issuance not to exceed $6,300,000. The estimated bond amount is $5,800,000 The proposed bond issue is a revenue bond secured by project income and an RDA pledge of housing set aside funds in an amount not to exceed $305,000 per year. The Agency will have no further pledge or responsibility for the bonds. The same financing mechanism was used to finance the Rancho West project. Federal tax credits are being pursued by the developer and are expected to infuse nearly $1.5 million into the project. Tax credit income results from the sale of federally approved tax deductions to private investors who benefit from them. Lease Terms It is proposed that the RDA will lease the project site to Affirmed Housing for a 50 year period. The RDA will receive a lump sum advance lease payment of $1.7 million, thereby recovering the acquisition cost of the Sherwood and Pujol Apartments, and the acre of land between. The lease will include a 1.3 acre parcel which will be conveyed by Affirmed Housing at no cost to the RDA and included in the RDA lease. Summary The structure of the proposed Disposition and Development Agreement and Ground Lease allows the Agency to recover all acquisition costs for the project site from bond proceeds thus leveraging housing set-aside funds over the length of the project by means of an annual pledge not to exceed $305,000. This is an extremely attractive project considering half of the newly constructed units are three bedroom units. In addition to the creation and rehabilitation of affordable housing, this project will further stabilize the north end of the Pujol neighborhood and set a high standard of quality for a//new residential development in the area. FISCAL IMPACTS: The $305,000 annual obligation has been included in the proposed FY 99-03 Capital Improvement Budget. It will be funded by the Affordable Housing Units - Land Assembly/Project Development (Account No. 165-199-812-5804), which currently has a $640,000 balance. R:\HOUSING\NOPUJOL\BOND.CC 5118/98 jrm 3 ~UL-QI-~8 15:~? Frmm:ClTY OF TEM£¢ULA ~6~19~ T-6~G P 01/05 Jc~-5~ MEMORANDUM 1'0: From: Subject: I. Inlmductfon ~ Mareran ,~=odat~, Inc. (KMA) ha= been r~clumtad to revJew mo¢ll~ca~or~ to the Pml=OmKI ground leare tmTm between the Redevmopmunt Agency of tho City of Temecula (Agency) and Ternstufa Gardens LP. (Dev~laper) for the subjec~ project. The objecthm af this review was t~ determine whether the revised previous cor~ctusions as Dmsented in the Re-U~e Anaiy~ls and Section 33433 Summary Report dated .May--12,-lgg6.- ............................................ In aura, KMA uonCtudes fiat KMA'a original findings remain aub~tahtially urn:hanged. KMA'$ previous ~nduslon that the antidpatud compenaation exceec18 fair re-use value remains valid, IL BarJr4~rOUlld The KMA I~a-Use Analy~ and Secti~ 334,33 Sum~ Re~ ~ Prepared in mla~n ~ ~e dmR MW ~ ~ DIs~i~ ~d D~op~ Ag~ment (D~) ~d Gmon~ L~ Ag~nt ~ ~e ~en~ and O~loper. ~e ~ie General Pa~ner ~ ~e O~iop~ is ~ Housi~ G~p. U~r~e ~ ~t~ DD~ ~e ~p~ roll ~tli~te 38 ~8fing uni~ and mns~ 38 n~ hou~g un~, for a ~l-ef 76 a~le un~ at ~, 2~, 285~, 2~, 28545, ~555, a~ 28~ P~el S~ In ~e C~ ~ Teme~la. JUL-01-9~ I~:Z? From:CITY OF TEMECULA 909E941999 T-690 P OZ/05 Jo=-54G TO'. Me, Marilyn Whlaenan0 June 30, lgg8 $ubJe~: PIJJol Street P~oject Page 2 The Agency and Developer now propose to enter intg a r~vlsed DDA an0 {3round Lease (draft doouments dated June 24, 1 ggS). The key changes reflected in the,e revised agreements am as follows: Ground lease payment terms, The Agency will no longer receive percentage rant from the p~-.,~t. Le., a percentage of surplus cash flow. Irm~ad, [he Agency will mceiv~ a fixed annual rant payment amordlng to the sP...h~clule in Table 1, altaohe~l. Repayment ofdeferr~ developer fee. The defetT~l develol~r fee and assoctat~ Interest will be repaid from 100% of net project cash f~v after d~t sewice and the annual rent payment to the Agency, beginning in the fi~t stabilized year. Tax. exempt financing terms, The project will be financed wi~h a tax-exempt bond in the e~lmme~l amount of $5,777,000, to be privately placed wlffi Washington MUtUal, at an a~sumed rate of.~.~[, with a ~ amortization perlad. The loan Is fully amortizing with no interest. only period aftel- cons~J~on. 4. Ao*vance twntpeJ~ent. The Agency shall receive $1,6~g, 16g a~ Advmnm Rent~ upon th. Issuance of building permJts to [he Developer. It la natal that ~e project da~pllen remains the same, aa well as the pmject's entlctpa~ benefits in Mm'~ ~' ~,-u~len of al'tto~lab~ horsing and alleviation of blighttrig condillons in the III. F. stlm.~ of EffeotZve ~ompansation U~er the pml~Sed te~ms of the Draft DDA dated May 1 ggS, KMA estimated coml~nsatton r~etved by the Agency to t~ negal/ve ($8.5,~;~0). As noted above, the Agency will no longer receive a percentage rm~t, but instead the specified annual rant I~ymants show~ in Table f, .am a result, the compensation receiv~ by the Agency i~ now estimated to be negative ($123.000). .............................. This cal~latlon, pm..~ented below, replaces Table 2 in KMA's May 12, lggB Re-Use Artallis. F-~tlmata of Comlaens~!on to be rc,~Mv~ by the Agenw Advahee Rent - · * (Less) NI~/of Agency 30-Year DeM Bel'vl~e Pledge Add: NPV of Annual Rent Payment to Agency 2. Add: NPV of Year 50 Property Revereion Value Add: NI:xV of Agetlcy A~minlstrafion Fee 4 Tolal Effe~ve Compansation to Agency $1,689,16~ (~3,180,209) $1,2e8,000 $55,000 ($123,000) CJ/E'd Z./.,6 "ON I~01~bl~l ~EISA~'/ :,ldgP: 1: EE~T 'EIE 'NI~ JUL-O1-gB 13:~B From:CITY OF TE~ECULA 9096941999 T-BgO P Q4/05 J~b-54B To: Ms. Marilyn Whisenanci June 30, 1998 Wu]aJee~: puJoI Street Projeer Page 4 VL Based on review of the propesaU revisions to the DDA and Ground Lease Agreement, KMA ctmeluda$ the following: · TTt~ e~timaTed fair r~ur~ value of the inharest to be conw. y,a¢~ ~m unchangec~ at nega~ve · The .stimamd value of the compensation to be received by ~ Agency Is ~ ft;m nega(~ve ($55,000~ to nega~ve ($~ ~3.~0~. The earlmated fair manet value of Me site at its highest and best use Is Unchanged at $1,617,000. · The estimate of total Agency costs Is reviseq from S4,791,000 to $4,840,000. The e~mate of totat nat Agency mats is ~ja_~[ ft'orn $1,723,000 to $1,792,000. Bared on these finclings, KMA concludes that the estimated compensation to the Agency is aul~tantltilly unchanged. Although the Agency's not 'costs I-ave Ir~cmased sl hUy, K~ZA that the oonlper~atlon to be received by the Agency are new bared ort fixed artnuai rent payments raffler l~n a percentage o~ surptta cash.flow a~ pmviourdy proposed. Therefore, KMA'a previous conclusion tt~at the antl~patecl compensation exceeds fair re-use value remains valid. ~/q' H /~.6' ON NOIS~I:~ ~3SA3)~ WWgP: I B&6T 'BE' NFU: From:CITY OF TE~CULA 9096941999 T-SgQ P ~3/Q5 J=b-546 To; Ms. Marilyn Whlsenan0 June 30, 1998 Subic=t: Pujol Street Pmje= Page 3 iv. Tot=t Agehey Caste Under the draft May 1 gg8 agreements, estimated costa incurre0 by the Agency were estimated at ~4,791 ,lb'g, These costs Included acquisition end dem~itJon of the site, r~lucatJon, site preparation, cam/ing costs, overhead, and the net l~maent value of the ^gencT's annual subsidy pledge. As a result o/changes In tile teem (pe,od, rat~. amortization) of the proposeel tax. exempt bone financing, total Agency co~s are new estimated at $4,84g.378. This caal~ulation, presented below, replaces the calculations In Section Itt-A (l~age 4) of KMA's May t 2, 1998 Scion 33433 Summa~ Total Agency Cosrb Demolition Other SEe Preparation Costs Tote] AgenGy ACqUl~l/tlOn C, OSt~ NPV of.Agency 30-Year Debt Sel~lce Pledge Total AJaricy Costs ¥. Net Agency costs Unde~ (he draft May 4 gee egr,.=,, wnU,, KMA estJmetecl ttW net coats to the Agency from the proposed tTarlsaction to be $1,723,000. Based on the new grour~d leaBe payment schedule arm r~vised es'tlmate of k,,k~i AgerlCy costs described above. net Agenc~y comte have been adjusted to $1.792.000. This calcl,datJul% presented below, replaces the calculations in S~.-'fion 111-B (page 4) of KMA's May 12, 1998 Section 33433 Summart Rel~rt. Tofal Agm~c~ Costs (Lose) To~ Compensation to Agency $t,069,106 $1,266,000 $3,067,000 $4,849,378 ¢~,o~,,,a~) Sl,792,000 JUL-01-96 1~:~9 ~rom:CITY OF TEMECULA 9098941999 T-690 P OS/gE Jg~-54E AII#UAL ~ PAYMENT ~ NIEN~¥ ,(:~rY c)F TEMEC~JLA 1 2 $ 4 7 8 10 11 12 13 14 16 1]' 18 41 47 9x9'd Z~) ' O~l - ~OISh~ ~ ~:PJt,; ~ iB66T ' BE '!,,#'E* DISPOSITION AND DEVELOPMENT AGREEMENT This Disposition and Development Agreement (the "Agreement") is entered as of July 15, 1998, by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body corporate and politic (the "Agency"), and TEMECULA GARDENS, L.P., a California limited partnership (the "Developer"). SUBJECT OF THE AGREEMENT Purpose of the Agreement This Agreement is intended to effectuate the Redevelopment Plan for the Agency's Redevelopment Project Area No. 1-1988, as amended, by leasing certain real property and providing f'mancial assistance to be used by the Developer to rehabilitate 38 rental housing units and construct an additional new 38 rental housing units (collectively the "Project"), for a total of 76 housing units, to be rented exclusively to very low and low income households. This Agreement is also intended to effectuate the objectives of the Agency and the City of Temecula (the "City") in complying with their obligation to provide low and moderate income housing pursuant to the Health and Safety Code of California and the goals of the City's Housing Element to the Temecula General Plan. The Developer's development of the Project on the Site and the fulfillment generally of this Agreement are in the best interest of the City and the welfare of its residents, and in accordance with the public purposes and provisions of applicable federal, state, and local laws and requirements. The Site. The site consists of the real property located at 28485, 28497, 28565, 28534, 28535, 28545, 28555 and 28559 Pujol Street, in the City of Temecula, California, and it is legally described in Exhibit 1, attached hereto and incorporated here in (hereinafter the "Site"). The Agency owns fee simple title to those parcels identified in Exhibit 1 as Parcels 1 through 6 of the Site, and as of the date hereof, the Developer is in escrow to purchase the parcel identified in Exhibit 1 as Parcel 7 of the Site ("Parcel 7"). Definitions "Agency Loan" means the loan of the net proceeds of the Washington Mutual Loan by the Agency to the Developer pursuant to the Loan Agreement. Loan. "Agency Deed of Trust" means the deed of trust securing the Agency "Assignment Agre?ment" means the agreement by which the Agency assigns to Washington Mutual the Agency's beneficial interest in the Agency Deed of Trust. R:\cityatty\dda3 1 "Close of Escrow" means the date that the grant deed conveying Parcel 7 to the Developer is recorded in the Riverside County Recorder's Office, the grant deed conveying Parcel 7 from the Developer to the Agency is recorded in the Riverside County Recorder's Office, the Ground Lease is delivered to the Agency and the Developer, and the Regulatory Agreement, the Washington Mutual Deed of Trust, the Memorandum of Lease, the Agency Deed of Trust, the Assignment of the Agency Deed of Trust, and the Subordination Agreement, are recorded in the Riverside County Recorder's Office. "Lender" means any Mortgagee, including Washington Mutual. "Lien" means any security instrument encumbering the Project or any part thereof securing any Loan. "Loan" means any loan made by a Mortgagee secured by a Lien, including the Agency Loan described in Section hereof. "Mortgagee" means a mortgagee of a mortgage or a beneficiary under a deed of trust encumbering title to the Project, or any part thereof, which has been approved by the Agency in writing (including the assignee of the deed of trust securing the Agency Loan). With respect to the Agency Loan, the Mortgagee is the assignee of the Agency Deed of Trust. "Project" means the Site and the proposed development of the Site with a 76 unit apartment complex, consisting of the rehabilitation of 38 existing units in the Site, and construction of 38 new units on the Site. "Project Budget" means the budget attached as Exhibit and incorporated herein by reference to this Agreement which identifies the parties' estimates as of the date hereof the Project Costs, the categories or components of Project Costs (the "Categories") and the sources and uses of funds applicable thereto, provided however that the Project Budget is Partie s' best estimate of Project Costs based upon the information available to them as of the date of this Agreement. Any change in the amounts set forth in any of the Categories in the Project Budget shall be subject to the approval of the Agency. "Project Cost(s)" means the sum of the Developer's total cost to acquire the Site and construct the Project, including but not limited to, all of the following: (i) the total cost of market studies, consulting fees, soils tests, closing costs and attorney's fees related to the acquisition of the Site, the economic feasibility of constructing and operating the Project; (ii) the cost of obtaining the Agency Loan to finance the Project, including but not limited to, reasonable and customary costs of obtaining the Washington Mutual Loan, commitment fees, points, closing costs, reasonable attorneys' fees, title insurance premiums and interest on all such financing through the funding of the Agency Loan; (iii) appraisal fees, architectural fees, engineering fees, reasonable attorney's fees and other consulting fees and costs; (iv) the cost of fees and permits payable to any governmental agency having jurisdiction relating to the construction and operation R:\cityatty\dda3 2 of the Project; (v) on site and off site construction costs, including general contractor fees paid to any third party general contractor, not to exceed 12% of the total construction cost for off-site and on-site improvements, base construction, exterior common area and customary indirect costs; (vi) the cost of "normal and customary" general conditions of the construction contract, including without limitation, trailer, temporary utilities, insurance and on-site supervision; (vii) costs of construction supervision; (viii) Developer Fees equal to the lesser of (A) the sum of $732,021.00 or (B) the amount permitted by the California Tax Credit Allocation Committee with respect to the Project; (ix) all costs incurred by the Developer in constructing the Project which are not identified in the Categories, but which qualify as Eligible Basis under Section 42(d)(1) of the Internal Revenue Code of 1986 as amended; (x) reserves for the operation of the Project in such amounts as the Developer or as a Lender may require; (xi) the amount of any negative cash flow until project stabilization; and (xii) such amounts properly expended in any Category not accounted for hereinabove directly related to the acquisition, development and construction o f the Project. "Regulatory Agreement" means the agreement to be recorded concurrently with the Close of Escrow to encumber the Site, in accordance with Section hereof. "Schedule of Performance" means the period of time within which the Developer and the Agency must perform their obligations hereunder. The Schedule of Performance is attached hereto as Exhibit, and is incorporated by reference herein. "Scope of Development" means the description of the Project described in Exhibit, attached hereto and incorporated by reference herein. "Site" is the subject real property located in the City of Temecula, County of Riverside, State of California, and more particularly described in Exhibit A attached hereto and incorporated herein by reference. "Subordination Agreement" means an agreement, which shall be in form and substance to the sole and absolute discretion of the Agency's Executive Director, by which the Agency subordinates is ground leasehold interest to the Washington Mutual Deed of Trust. "Tax Credits" means low-income housing tax credits allowable to the Developer with respect to the Project under Section 42 of the Internal Revenue Code of 1986, as amended. "TCAC" shall mean the California Tax Credit Allocation Committee. "Washington Mutual" means "Washington Mutual Loan" means a loan in the original principal sum of $5,800,000.00, to be made by Washington Mutual to the Agency. R:\cityattyXdda3 3 "Washington Mutual Note" means the promissory note, in the original principal amount of $5,800,000.00, to be executed by the Agency, as maker, to Washington Mutual, as holder, as described in Section, evidencing the Washington Mutual Loan to the Agency (the net proceeds of which will be loaned to the Developer). "Washington Mutual Deed of Trust" means the deed of trust securing the Washington Mutual Note. PARTIES TO THE AGREEMENT The Agency. The Agency is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California. The principal office of the Agency is located at, and all correspondence to the Agency for the purposes of this Agreement shall be mailed to the Agency at: Post Office Box 9033, 43200 Business Park Drive, Temecula, California 92589-9033; Telephone: (909) 694-6444; Fax: (909) 694-6499. All of the terms, covenants, and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Agency and the successors and assigns of the Agency. Whenever the term "Agency" is used herein, such term shall include any other successors and assigns as herein provided. The Developer. The Developer is Temecula Gardens, L.P., a California limited partnership, (the "Developer"). The sole General Partner of the Developer is Affirmed Housing Group, a California corporation. All correspondence to the Developer for the purposes of this Agreement shall be mailed to the Developer at Affirmed Housing Group, 200 East Washington, Suite 208, Escondido, California 92025; Telephone: (760) 738-8401; Fax: (760) 738-8405. All of the terms, covenants, and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Developer and the permitted successors and assigns of the Developer. Whenever the term "Developer" is used herein, such term shall include any other successors and assigns as herein provided. follows: Developer Warranties. The Developer represents and warrants to the Agency as The Developer has duly authorized, executed, and delivered this Agreement, and the Developer has or will authorize, execute, and deliver within the times set forth therefore in the Schedule of Performance attached hereto as Exhibit and incorporated herein by this reference, any and all other agreements and documents required to be authorized, executed and delivered by the Developer in order to carry out, give effect to and consummate the transactions contemplated by this Agreement. The sole General Partner of the Developer is Affirmed Housing Group, a California corporation. No other party's consent is required in order for the Developer to enter into and carry out its obligations hereunder. R: \cityatty\dda3 4 The Developer does not have any material financial obligations or any material contractual agreements which could materially adversely affect the ability of the Developer to carry out its obligations hereunder. There are no material pending or, so far as is known to the Developer, threatened, legal proceedings to which the Developer is or may be made a party or to which any of its property is or may become subject, which have not been fully disclosed in the documents submitted to the Agency which could materially and adversely affect the ability of the Developer to carry out its obligations hereunder. There is no action or proceeding pending or, to the Developer's best knowledge, threatened, looking toward the dissolution or liquidation of the Developer, and there is no action or proceeding pending or, to the Developer's best knowledge, threatened by or against the Developer which could affect the validity and enforceability of the terms of this Agreement, or materially and adversely affect the ability of the Developer to carry out its obligations hereunder. The Developer has assumed a Purchase Agreement and Escrow Instructions (the "Purchase Agreement"), dated April 21, 1998, with Abdi Nasehi and Leslie Nasehi, the current owners of Parcel 7, to acquire fee title to Parcel 7. Said Purchase Agreemen t is in full force and effect, and there are no defaults thereunder by either the buyer or the seller. The Developer is aware of no existing or threatened acts, conditions or circumstance which would prohibit, impair or prevent the completion of the sales transaction. Upon the Close of Escrow, the Developer shall hold fee simple absolute title to the Parcel 7. Each of the foregoing items to , inclusive, shall be deemed to be an ongoing representation and warranty prior to the issuance of a Certificate of Completion by the Agency. The Developer shall advise the Agency in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items to, inclusive. Prohibition Against Change in Ownership, Management, and Control of the Developer; Sale or Transfer of Site. The qualifications and identity of the Developer and its officers and directors are of particular concern to the Agency, and it is because of these qualifications and identity that the Agency has entered into this Agreement with the Developer. No voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement except as expressly set forth herein. Except as expressly set forth herein, the Developer shall not transfer the Site, Project, this Agreement, the Ground Lease, or any of the Developer's rights hereunder, or any interest in the Site or in the improvements thereon, directly or indirectly, voluntarily or by operation of law, without the prior written approval of the Agency. As used in this section, the R:Xcityatty\dda3 5 term "Transfer" shall, except as otherwise provided in this Agreement, include any assignment, conveyance, subleasing, hypothecation, or encumbrance of this Agreement, the Site, the Ground Lease, or the improvements thereon. A Transfer shall also include the transfer to any person or group of persons acting in concert of more than twenty-five percent (in the aggregate) of the present ownership and/or control of the entity constituting the Developer or its corporate officers, taking all transfers into account on a cumulative basis, except transfers of such ownership or control interest between members of the same immediate family, or transfers to a trust, testamentary or otherwise, in which the beneficiaries are limited to members of the transferor's immediate family, or among entities constituting the Developer or its corporate officers. In considering whether it will grant approval to any Transfer by the Developer, the Agency shall utilize its sole reasonable discretion, consider factors such as (i) whether the completion of the Project is jeopardized; (ii) the financial strength and capability of the proposed transferee to perform the Developer's obligations hereunder; and (iii) the proposed transferee's experience and expertise in the planning, financing, development, ownership, and operation of similar projects. It shall be deemed reasonable for the Agency to refuse to consent to a Transfer based on any of the above referenced reasons. Notwithstanding anything to the contrary in this Section: (i) the Developer shall have the right to admit and accept the withdrawal of limited partners of the Developer without the approval of the Agency; (ii) after completion of construction of the Project, the limited partners shall have the right to remove and replace a general partner of the Developer for cause pursuant to its partnership agreement or by law, without the approval of the Agency; or (iii) the limited partners of Developer may syndicate the ownership interest in such limited partners without the approval of the Agency. The Developer shall also have the right to lease units in the Project (subject to the provisions of the Regulatory Agreement), and to replace personal property and fixtures, without the approval of the Agency. In the event that contrary to the provisions of this Agreement the Developer does purport to sell, transfer, convey, assign, encumber, hypothecate, or sublet any part of this Agreement, the Ground Lease, or the Site in violation hereof, the same shall be null and void and the Agency shall have the cumulative options to terminate this Agreement, constitute a default under the Ground Lease, accelerate the repayment of any outstanding debt between the Developer and the Agency, and additionally to seek all remedies available at law or equity. In the event of any sale, transfer, or assignment of the Ground Lease, whether consented to by the Agency or not, the Agency shall have the right to terminate the Housing Assistance Contribution Agreement, at any time thereafter, unless the Agency makes an affirmative commitment to continue the Housing Assistance Contribution (pursuant to the Housing Assistance Contribution Agreement described in Section, below) until the next sale, transfer or assignment. R: \cityatty\dda3 6 Relationship of the Agency and the Developer. It is hereby acknowledged that the relationship between the Agency and the Developer is not that of a partnership, joint venture, or any form of business organization, and that the Agency and the Developer shall not be deemed or construed for any purpose to be the agent of the other. ACQUISITION AND DEVELOPMENT Acquisition of Parcel 7 Parcel 7 is to be acquired by the Developer through escrow (hereinafter the "Acquisition Escrow") and in accordance with this Agreement and the Purchase Agreement. The Developer hereby agrees to comply with each and every condition, responsibility, and obligation it has pursuant to the Purchase Agreement in order to accomplish the close of the Acquisition Escrow within the time set forth in the Schedule of Performance. Prior to and after the execution of this Agreement, the Developer shall submit any amendments thereto to the Agency to permit the Agency to confirm that the Purchase Agreement remains in conformity with the terms of this Agreement. Concurrently with the close of the Acquisition Escrow, the Developer shall convey Parcel 7 to the Agency for the sum of $1.00. The Agency's fee title therein shall be insured by a CLTA Standard Coverage Owner's Policy of Title Insurance issued by Chicago Title Insurance Company, with liability equal to the Developer's purchase price thereof, which shall insure the Agency's fee title in Parcel 7 free and clear of all liens and encumbrances other than those non-monetary encumbrances as may be approved by the Agency's Executive Director in his reasonable discretion. Ground Lease of the Site. Immediately after the close of the Acquisition Escrow for Parcel 7, the Agency and the Developer shall enter into a ground lease for the Site. The Developer acknowledges and agrees that the obligation of the Agency to lease the Site is expressly subject to the acquisition by the Agency of Parcel 7, as provided in Section hereof. The Agency shall lease the Site to the Developer pursuant to the ground lease in the form attached hereto as Exhibit, and incorporated by reference herein (the "Ground Lease"). The Ground Lease provide s for an initial rent payment (the "Advance Rent") in the sum of $1,669,169.00, and for annual rent payable as provided therein. Prior to the delivery of the Ground Lease, the parties may make such non-substantive modifications to the terms thereof as the Agency's Executive Director (or his designee), and the Developer may determine to be appropriate, including such reasonable non- substantive, non-material changes as may be required for origination of the Washington Mutual Loan. The parties shall record a Memorandum of Lease (the "Memorandum of Lease") in the form attached hereto as Exhibit, evidencing the Ground Lease, concurrently with the close of escrow. Procedures for Delivery of the Ground Lease. Within 10 days after the parties' R: \cityatty\dda3 7 full execution hereof, the parties shall open an escrow for delivery of the Ground Lease and the conveyance of the leasehold interest in the Site, with Chicago Title Insurance Company or such other escrow agent as may be acceptable to both the Agency and the Developer (the "Escrow Holder"), within the time provided in the Schedule of Performance. The Parties shall deposit with Escrow Holder a fully executed duplicate original of this Agreement which shall serve as the escrow instructions for the Escrow. The Agency and the Developer shall provide such additional escrow instructions as shall be necessary and consistent with this Agreement. Escrow shall close on or before July 24, 1998. Section Condition of Title; Title Insurance. The Developer has provided to the Agency two preliminary title reports ("Preliminary Report"), issued by Chicago Title Insurance Company ("Title Company"). One title report, Order No. 7200747-KO4, dated as of December 22, 1997, covers Parcels 1 through 6. The Developer hereby approves all exceptions identified thereon other than Exception Nos. 17, 22, 26, and 32, and all delinquent real property taxes. The second title report, Order No. 8200471-K04, dated as of April 5, 1998, covers Parcel 7. The Developer and the Agency hereby approve all exceptions identified thereon other than Exception Nos. 5, 6, 7, 20, 21, and all delinquent real property taxes and assessments. The Developer shall cause an ALTA survey of the Site to b e prepared by a registered surveyor or professional engineer ("Survey"). The Developer shall deliver a copy of such Survey to the Agency. The Agency's Executive Director shall approve or disapprove each easement, encroachment, overlap, or boundary line dispute, or any other matter that materially and adversely affects title to the Site or that violates any law, rule, or regulation reflected on the Survey (each an "Exception") within 10 days after the receipt of the Survey. The Title Company shall cause the Regulatory Agreement to be recorded prior and superior to the Washington Mutual Deed of Trust, the Memorandum of Lease, the Subordination Agreement, the Agency Deed of Trust, and the Assignment Agreement. At the Close of Escrow, the Developer shall receive a leasehold policy of title insurance, insuring the Developer's leasehold interest in the Site free and clear of all liens and encumbrances other than the current real property taxes and assessments, permitted title exceptions approved in Section and Section, the Regulatory Agreement, the Memorandum of Lease, the Washington Mutual Deed of Trust, the Agency Deed of Trust, and such other liens and encumbrances approved and/or signed by the Developer. At the Close of Escrow, the Agency shall receive such title insurance as shall be required by the Agency pursuant to the Agency's Loan Agreement. R: \cityatty\dda3 8 If any exceptions disapproved by either party cannot be removed from title by or concurrently with the Close of Escrow, then either party shall have the right to terminate this Agreement. Condition of the Site. The Developer hereby approves the physical condition of the Site. Notwithstanding such approval, however, during the Escrow period, the Developer is hereby granted permission to enter onto the Site for the purpose of inspecting and testing the soil and performing other inspections thereof. The Developer hereby indemnifies, holds harmless, and agrees to defend the Agency against and hold the Agency and the Site harmless fi.om, all losses, costs, damages, liabilities, liens, and expenses, including, without limitation, reasonable attorney fees, arising out of such entry and activities by the Developer and its agents, employees, or contractors, prior to the Close of Escrow. The Agency shall lease the Site to the Developer in an "as is" condition, and the Agency makes no warranty whatsoever to the Developer as to the condition of any portion of the Site, including whether the Site contains any Hazardous Materials. The Developer has inspected the Site and the Developer has determined that the Site is suitable for the Developer's purposes. The Developer acknowledges and agrees: The Agency has made no representation or warranty with respect to the Site, and that prior to the Close of Escrow, the Agency will make no representations and warranties with respect to the Site other than those contained in this Agreement. It is leasing the Site with the ultimate objective of rehabilitating the existing improvements and constructing new improvements thereon. Its decision to lease the Site will be based on the results of its analysis and the reports it has previously obtained. The Agency has made no representation or warranty as to the accuracy or completeness of any reports and other materials prepared by persons other than the Agency and delivered by the Agency to the Developer, and the Developer is not relying on the accuracy and completeness of any such reports and other materials prepared by persons other than the Agency. The Agency has made no representation or warranty with respect to the use, fitness for a particular reason, zoning, value, improvements, square footages or any other condition of the Site or the improvements thereon. R:\cityatty\dda3 9 The Developer is leasing the Site in "AS-IS," "WHERE-IS" condition "WITH ALL FAULTS." The Developer agrees that the Agency has no obligation to remedy any faults, defects, or other adverse conditions described in any report or other material obtained by the Developer or delivered by the Agency to the Developer, including the remediation of any Hazardous Material on the Site. The Developer, on its own behalf and on behalf of all of the Developer's successors and assigns, hereby releases the Agency on account of any hazardous materials that may be in, on or about the Site. The Developer hereby agrees to indemnify and defend the City and/or the Agency for any claims which may be asserted against the City and/or the Agency under the Comprehensive Environmental Response and Compensation and Liability Act, as amended (42 U.S.C. Section 9601 et seq.) ("CERCLA") or under any other county, state, federal, or local environmental law for any condit ions existing during the time the Developer has title to the Site, and provided such indemnitee is not responsible for such conditions. This indemnity shall not apply in the event of the indemnitee's own gross negligence or wilful misconduct. Sources and Uses of Funds. The anticipated sources and uses of funds for acquisition of the Site, development and construction of the Project are set forth in the Project Budget. The Project Budget is the Developer's best estimate based upon the information available to it as of the date hereof as to what the total Project Costs will be. Project Financing. As a condition precedent to the closing of the Ground Lease, the Developer shall concurrently close a financing arrangement by which the Agency shall borrow funds pursuant to the Washington Mutual Loan. The Washington Mutual Loan shall be evidenced, inter alia, by the Washington Mutual Note, and secured by the Washington Mutual Deed of Trust. The Washington Mutual Deed of Trust shall encumber the Agency's fee interest in the Property. The Agency shall then lend the gross proceeds of the Washington Mutual Loan to the Developer pursuant to terms and conditions of a loan agreement (the "Loan Agreement"). The Agency Loan shall be evidenced by a promissory note (the "Agency Note") and secured by a deed of trust encumbering the Developer's leasehold interest in the Project (the "Agency Deed of Trust"), which Agency Deed of Trust shall be in the form and substance as required by Washington Mutual and approved by the Agency pursuant to the Loan Agreement. The Agency Deed of Trust shall be assigned to Washington Mutual as security for the Washington Mutual Note pursuant to the Assignment Agreement. Concurrently herewith, the Agency is entering into agreements R:\cityatty\dda3 10 providing that the Agency shall pay the sum of $305,000 per year on account of debt service on the Agency Note (the "Housing Assistance Contribution Agreement"). charges. Escrow and Title Costs. The Developer shall pay all escrow and title Deposit into Escrow. Agency's Deposits into Escrow. The Agency shall deliver to Escrow Holder prior to the Close of Escrow the following instruments and documents, the delivery of each of which shall be a condition of the Close of Escrow: The Regulatory Agreement, duly executed and acknowledged. The Regulatory Agreement shall be in the form attached hereto as Exhibit The Ground Lease, duly executed by the Agency. The Ground Lease shall be in the form attached hereto as Exhibit. The Washington Mutual Deed of Trust, in form and substance approved by the Agency in its sole and absolute discretion. The Memorandum of Lease, duly executed and acknowl- edged. The Memorandum of Lease shall be in the form attached hereto as Exhibit. The Subordination Agreement, in form and substance approved by the Agency's Executive Director in his or her sole and absolute discretion. The Assignment Agreement, in form and substance approved by the Agency in its sole and absolute discretion. The Agency's affidavit as contemplated by California Revenue and Taxation Code §18662 ("Withholding Affidavit"). A Certification of Non-Foreign Status in accordance with I.R.C. Section 1445 (the "FIRPTA Certificate"). by the Agency. The Housing Assistance Contribution Agreement, executed Evidence that the Agency has deposited with Washington Mutual the Agency's initial payment of $305,000.00 on account of the Housing Assistance Contribution Agreement. R: \cityauy\dda3 11 Such proof of the Agency's authority and authorization to enter into this transaction as the Title Company may reasonably require in order to issue the Developer's policy of title insurance. Such other documents and instruments as are required to close the financing pursuant to the Loan Agreement. Developer's Deposits into Escrow. The Developer shall deliver to Escrow Holder prior to the Close of Escrow the following instruments and documents, the delivery of each of which shall be a condition of the Close of Escrow: The grant deed conveying Parcel 7 to the Agency. The Ground Lease, duly executed by the Developer. edged. The Memorandum of Lease, duly executed and acknowl- acknowledged. The Regulatory Agreement, duly executed and [omitted] All documents required to evidence and secure the Agency Loan, as described in the Loan Agreement, including the Agency Note, the Agency Deed of Trust, a Security Agreement, and a UCC-1 Financing Statement. A UCC-1 Financing Statement perfecting the Agency's security interest in all personal property located on the Premises, including rents, as provided in Section 19 of the Ground Lease. Such proof of the Developer's authority and authorization to enter into this transaction as the Title Company may reasonably require in order to issue the Developer's policy of title insurance. Such other documents and instruments as are required to close the financing pursuant to the Loan Agreement. Conditions to Close of Escrow. The obligation of the Agency and the Developer under this Agreement to close Escrow shall be subject to the satisfaction or waiver of each of the following conditions: R: \cityatty\dda3 12 That as of the Close of Escrow the representations and warranties of the Developer contained in this Agreement are all true and correct. The execution and delivery of the Agency Note by the Agency by the Close of Escrow. The parties' delivery of all documents required to be delivered by the Agency pursuant to Section hereof. The Title Company's commitment to issue the policies of title insurance as required on the Close of Escrow of the Site in Section and Section. Escrow's Closing Actions. On the Close of Escrow, Escrow Holder shall close Escrow as follows: Record the grant deed conveying Parcel 7 to the Agency, the Regulatory Agreement, the Washington Mutual Deed of Trust, the Memorandum of Lease, the Agency Deed of Trust, the Subordination Agreement, and the Assignment Agreement, with the Riverside County Recorder (recordation of the Memorandum of Lease shall be deemed delivery thereof to the Developer); Cause the Title Company to issue the policies of title insurance; of Escrow; Prorate taxes, assessments, rents, and other charges as of the Close Pay and charge the Developer for any fees, charges and costs payable under this Article. Before such payments are made, Escrow Holder shall notify the Agency and the Developer of the fees, charges, and costs necessary to close under the Escrow. [omitted] Deliver the Washington Mortgage Deed of Trust, the Memorandum of Lease, the Agency Deed of Trust, the Agency Note securing the Agency Deed of Trust, the Assignment Agreement, the Subordination Agreement, the Regulatory Agreement, and other documents, to the parties entitled thereto or for whose benefit they are written; Charge the Developer for those costs and expenses to be paid by the Developer pursuant to this Agreement; R:\cityatty\dda3 13 Prepare and deliver to both the Developer and the Agency one signed copy of Escrow Holder's closing statement showing all receipts and disbursements of the Escrow; and Deliver to the Developer the FIRPTA Certificate and the Withholding Affidavit. Additional Instructions. The Parties shall execute appropriate escrow instructions, prepared by the Escrow Holder, which are not inconsistent herewith. If there is any inconsistency between the terms hereof and the terms of the escrow instructions, the terms hereof shall control unless an intent to amend the terms hereof is expressly stated in such instructions. Escrow Holder is instructed to send copies of notices, demands and communications between the Parties to or from the Agency or to or from the Developer, to both parties to the addresses set forth in Section of this Agreement. Any amendment of these escrow instructions shall be in writing and signed by both the Agency and Developer. At the time of any amendment, Escrow Holder shall agree to carry out its duties as escrow holder under such amendment. Unless otherwise instructed in writing, Escrow Holder is authorized to record at the Close of Escrow any instrument delivered through this Escrow if necessary or proper for issuance of the policy of title insurance. Priority of Instruments. The Regulatory Agreement shall be recorded prior and superior to all other liens and encumbrances. The Washington Mutual Deed of Trust shall be recorded prior and superior to the Memorandum of Lease. The Memorandum of Lease shall be superior and prior to all other liens and encumbrances securing the Project's financing (other than the Washington Mutual Deed of Tru st and the Subordination Agreement) and all other regulatory agreements as may be required to obtain financing for the Project and the Tax Credits, including the TCAC Regulatory Agreement as required by TCAC in the form required by TCAC. CONSTRUCTION OF PROJECT The Improvements. The Site and the Project thereon shall be developed as provided in the Scope of Development in accordance with the plans to be approved by the City, and within the times provided therefore in the Schedule of Performance, as such matters may be amended from time to time as provided herein. The Developer shall not make any improvements to the Site which are not in substantial conformance with the Scope of Development and the plans approved by the City. Building Permits. In accordance with the Schedule of Performance and before commencement of construction or development of any buildings, structures or other works of improvement on the Site that require building permits, the Developer shall, at its sole cost and expense, secure or cause to be secured any and all permits which may be required by the City or any other governmental agency affected by such construction, R: \cityatty\dda3 14 development or work. It is understood that the Developer's obligation is to pay all normal and customary fees and to timely submit to the City final drawings with final corrections so as to obtain building permits. All conditions for governmental approvals shall be subject to the approval of the Developer. Cost of Development; Submission of Evidence of Financing to the Agency. The cost of developing the Project shall be solely borne by the Developer. In this connection, within the times established therefor in the Schedule of Performance, the Developer shall submit to the Agency for approval proof of the Developer's acquisition and financing commitments and other funding resources to finance the Project. Such proof of financing shall consist of a preliminary reservation of Tax Credits by TCAC, Washington Mutual's origination of the Washington Mutual Loan, and the Agency's annual contribution described in Section. The Agency shall administratively review and approve or disapprove the Developer's evidence of financing within five (5) business days following the submission of same by the Developer. Such review shall be limited to the question o f whether or not such financing is, in fact, consistent with the provisions of this Agreement and shall not be unreasonably withheld. Any disapproval of the Developer's proof of financing shall be in writing and shall state the reasons for disapproval and the action required to be take n by the Developer to obtain said approval, if any. General Liability, Workers' Compensation, and Builders' Risk Insurance. Prior to the disbursement of any portion of the Agency Loan proceeds to or on behalf of the Developer, and throughout the term of the Agency Loan, the Developer shall maintain in place at all times and furnish or cause to be furnished to the Agency duplicate originals or certificates of policies of commercial broad form general liability (bodily injury and property damage) insurance covering the Developer's ownership or use of the Site with a combined single limit of Three Million Dollars ($3,000,000), with endorsements naming both the Agency and the City and their officers, employees, contractors, consultants and agents as additional insureds. The above insurance shall be primary to any and all insurance obtained by the Agency and/or the City with respect to the subject Site and this Agreement. The Developer also shall furnish or cause to be furnished to the Agency evidence reasonably satisfactory to the Agency that any contractor with whom the Developer has contracted for the performance of work on the Site carries workers' compensation insurance as required by law. The Developer also shall procure at its own cost a policy of Builders' Risk Insurance covering "all risks" written on a completed value form. The amount of said insurance shall be not less than the insurable value of the Project at completion. Said certificates shall be submitted to the Agency by the time set forth therefor in the Schedule of Performance. R:\cityatty\dda3 15 Development Schedule. In accordance with the Schedule of Performance, as may be amended by the Developer and the Agency, subject to Section hereof, the Developer shall promptly begin, and thereafter diligently prosecute to completion, acquisition of Parcel 7, pre-development activities, and the construction of the Project. The Developer's failure to comply with the Schedule of Performance shall constitute an event of default subject to the notice of default and cure periods herein provided for. Rights of Access During Construction. For the purpose of assuring compliance with this Agreement, representatives of the Agency shall have the reasonable right of access to the Site, on 24 hours telephone notice, without charges or fees, at normal construction hours during the period of construction for the purposes of inspecting the work being performed by the Developer in constructing the improvements. Such representatives shall comply with all safety rules and shall not interfere with or delay the construction of the improvements comprising the Project. The Agency shall hold the Developer harmless from any injury or damages arising out of the activities of the Agency as referred to in this Section. Local, State, and Federal Laws. The Developer shall carry out the construction of the Project in conformity with all applicable laws, including all applicable federal and state labor standards provided, however, the Developer and its contractors, successors, assigns, transferees, and lessees are not waiving their rights to contest the applicability of any such laws, rules, or standards. Antidiscrimination During Construction. The Developer, for itself and its successors and assigns, agrees that in the construction of the improvements to be constructed by the Developer, the Developer will not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, marital status, ancestry, or national origin. Certificate of Completion. Promptly after completion of all construction and development to be completed by the Developer upon the Site, the Agency shall furnish the Developer with a Certificate of Completion upon written request therefor by the Developer. A Certificate of Completion shall be, and shall so state, a conclusive determination of satisfactory completion of the construction required by this Agreement upon the Site and of full compliance with the terms of this Agreement relating to commencement and completion of construction thereon. The Agency shall not unreasonably withhold any Certificate of Completion. The Agency shall not be obligated to issue the Certificate of Completion until the following has occurred: (a) final inspection of the Project by or on R: \cityatty\dda3 16 behalf of the Agency and determination by the Agency that the Project has been completed in substantial conformance with this Agreement; and (b) issuance of the final Certificate of Occupancy, if applicable, by the City. If the Agency refuses or fails to furnish a Certificate of Completion after written request from the Developer, then the Agency shall, within ten (10) days after such written request, provide the Developer with a written statement of the reasons the Agency refused or failed to furnish a Certificate of Completion. The statement shall also contain the Agency's opinion of the action the Developer must take to obta in a Certificate of Completion. If the reason for such refusal is confined to the immediate availability of specific items or materials for landscaping, the Agency will issue its Certificate of Completion upon the posting of a bond by the Developer with the Agency in an amount representing the fair value of the work not yet completed. If the Agency s hall have failed to provide such written statement within said 10-day period, the Developer shall be deemed entitled to the Certificate of Completion. Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements, or any part thereof. Such Certificates of Completion are not Notices of Completion as referred to in the California Civil Code Section 3093. USE OF THE SITE Use of the Site. The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest that the Developer shall devote the Site to uses consistent with the applicable provisions of the Temecula General Plan, Municipal Zoning Code, the Ground Lease, and the Regulatory Agreement. The Regulatory Agreement restricts the use of the Site to low and very-low income housing. Obligation to Refrain from Discrimination. Subject to the covenants set forth in the Regulatory Agreement, the Developer covenants by and for itself and any successors in interest that there shall be no discrimination against, or segregation of, any persons, or group of persons, on account of sex, race, color, creed, marital status, religion, handicap, national origin, or ancestry in the enjoyment of the Site, nor shall the Developer itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Site, all as further set forth in California Health and Safety Code Section 33436. The foregoing covenants shall run with the land and shall remain in effect in perpetuity. Form of Non-Discrimination Clauses. The Developer shall refrain from restricting the rental, sale, or lease of the Site on the basis of race, color, creed, religion, sex, marital status, ancestry, or national origin of any person. All such deeds, leases, or contracts for the sale of the Site shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: R: \cityatty\dda3 17 1. In deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry, or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee himself, or any persons claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 2. In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein leased." 3. In contracts for the sale of the Site: "There shall be no discrimination against or segregation of any persons or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the sale, lease, transfer, use, occupancy, tenure or enjoyment of land, nor shall the transferee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of premises." Regulatory Agreement. Concurrent with the Close of Escrow, and funding of the Agency Loan, the Developer shall execute and cause to be recorded against the Site an instrument in favor of the Agency containing the covenants and agreeme ms set forth in the document entitled "Regulatory Agreement," attached to this Agreement as Exhibit and incorporated herein by this reference (the "Regulatory Agreement"). The covenants of the Regulatory Agreement shall remain in effect for 50 years following the Close of Escrow. Management Plan and Agency's Right to Monitor Project Management. Within the time period set forth in the Schedule of Performance, the Developer shall prepare and deliver to the Agency, for the written approval of the Agency's Executive R: \cityatty\dda3 18 Director, a management plan setting forth the standards and procedures by which the Project shall be managed. During the term of the Regulatory Agreement, the Agency shall have the right to request the Developer to secure replacement on-site and/or off-site management if the Project is not being maintained and operated consistent with this Agreement and the management plan. The Agency's request shall be in writing and shall state the reasons for its request. The Developer shall have thirty (30) business days to respond, in writing, to the Agency's request and provide a schedule for correcting adverse conditions or replacing on-site and/or off-site management. The Developer shall fully mitigate any adverse conditions within ninety (90) calendar days following submission of the Developer's schedule or such longer time as reasonably may be required if the condition cannot be corrected in such ninety (90) days. Maintenance of the Project. The Developer agrees to maintain the Project in a commercially reasonable first class condition and repair (and, as to landscaping, in a healthy condition) consistent with all applicable laws, rules, ordinances, orders, and regulations of all federal, state, county, municipal and other governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials. In addition, the Developer shall keep the Project free from any accumulation of debris or waste material. The Developer shall make all repairs and replacements reasonably necessary to keep the improvements in first class condition and repair and shall promptly eliminate all graffiti and move to replace dead and diseased plants and landscaping with comparable approved materials. If the Developer breaches any of the covenants contained in this Section and such default continues for a period of 10 calendar days after written notice from the Agency (with respect to the maintenance of landscaping, and removal of graffiti, debris, and waste material) or forty five (45) days after written notice from the Agency (with respect to building improvements and replacement of landscaping and general maintenance), then the Agency, in addition to whatever other remedy it may have at law or in equity, shall have the right to enter upon the Project and perform or cause to be performed all such acts and work necessary to cure the default. Pursuant to such right of entry, the Agency and/or City shall be permitted (but are not required) to enter upon the Project and perform all acts and work necessary to protect, maintain, and preserve the improvements and landscaped areas on the Project, and to assess the Developer in the amount of the expenditures arising form such acts and work of protection, maintenance, and preservation by the Agency and/or costs of such cure, including a fifteen percent (15 %) administrative charge, which amount shall be promptly paid by the Developer to the Agency upon demand. R:\cityatty\dda3 19 EVENTS OF DEFAULT Events of Default of Developer Prior to Close of Escrow. If prior to the Close of Escrow (1) the Developer (or any permitted successor in interest) assigns or attempts to assign this Agreement or any rights therein or in the Site (except as authorize d in this Agreement) in violation of Section hereof, or (2) any material representations by the Developer set forth in Section hereof shall be false, untrue or incorrect, or (3) the Developer shall fail to comply in any manner with the Schedule of Performance, or (4) the Developer shall be otherwise in material default under this Agreement, or (5) the Developer shall be in default or is unable to perform pursuant to the terms and conditions of the Purchase Agreement, then the Agency shall have the right to immediately terminate this Agreement and any rights of the Developer, or any assignee or transferee in this Agreement, or rights arising from this Agreement, with respect to the Site, shall, at the option of the Agency, be terminated by the Agency immediately upon a written declaration of termination being given by the Agency to the Developer. Upon such termination, the Developer shall reimburse the Agency for all costs and expenses incurred by the Agency in connection with this Agreement, including reasonable attorneys' and consultants' fees and costs, and the Agency shall not have any further rights against or liability to the Developer under this Agreement. In such an event, the Developer has no right to reimbursement for funds previously expended on escrow extensions, development of plans, and securing financing from the Agency, the City or any third party. Events of Default of Agency Prior to Close of Escrow. In the event that prior to Close of Escrow: (1) the Developer shall be entitled to terminate this Agreement due to the Agency's failure to perform pursuant to this Agreement, or (2) the Agency shal 1 otherwise be in material default under this Agreement, and any such failure shall not be commenced to be cured within thirty (30) days after the date of written demand therefor by the Developer thereafter, then this Agreement may, at the option of the Developer, be terminated by written notice thereof to the Agency. Upon such termination, the Agency shall reimburse the Developer for all costs and expenses incurred by the Agency in connection with this Agreement, including reasonable attorneys' and consultants' fees and costs, and the Developer shall not have any further rights against or liability to the Agency under this Agreement. Events of Default After Close of Escrow. The following occurrences, if such occur after the Close of Escrow, shall constitute events of default under this Agreement, entitling the Agency or the Developer, as applicable, to exercise the remedies set forth in the following sections: (1) prior to the issuance of Certificate of Completion for the Site, the Developer shall have abandoned its work on the Project, or substantially suspended construction of the Project for a period of 30 days, or (2) the Developer or Agency shall be in default of any material covenants, or any of their respective duties or obligations hereunder, or (3) either party shall fail to comply with the Schedule of Performance, or (4) the filing of a mechanics' lien on the Site and the failure of the R:\cityatty\dda3 20 Developer to cause such lien to be discharged, by bond or otherwise, within 30 days thereafter, or (5) a petition in bankruptcy by or against any party or appointment of a receiver or trustee of any property of any party, or an assignment by any Party for the benefit of creditors, or adjudication that such Party is insolvent by a court, such petition, appointment, or assignment is not removed or discharged within 90 days, then such occurrence shall be declared to be an event of default in accordance with Section hereof. Declaration of Event of Default. Neither the Developer or Agency shall declare an event of default after the Close of Escrow with regard to any of the provisions of this Agreement, if after the non-defaulting party shall serve written notice of such default upon the defaulting party, the default is cured within 30 days thereafter; provided, however, if such default is not reasonably curable with 30 days, then it shall not be a default if the party commences to cure such default within such 30 day period and thereafter diligently pursues to full and satisfactory completion the cure within a reasonable period of time not to exceed an additional thirty (30) days, provided that if the event of default shall involve the payment of money, then the applicable amount shall be paid within the initial 30 days after said notice. Institution of Legal Actions. In addition to any other rights or remedies applicable hereunder after the Close of Escrow, Agency or the Developer may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement and its exhibits including but not limited to the Ground Lease, the Agency Note (subject to the consent of the Lender), the Agency Deed of Trust (subject to the consent of the Lender), the Regulatory Agreement. Any legal actions initiated pursuant to this Agreement or otherwise with respect to its subject matter must be instituted in the Superior Court of the County of Riverside, State of California, or in the Federal District Court in the Central District of California. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. Acceptance of Service of Process; Venue. In the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Executive Director of the Agency, or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency against the Developer, service of process on the Developer shall be made by personal service, whether made within or without the State of California, or in such other manner as may be provided by law. All actions related directly or indirectly to this Agreement by and between the parties shall be brought in the Superior Court of the County of Riverside, California. R: \cityatty\dda3 21 Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party hereto of one or more of such rights or remedies shall not preclude the exercise by said party, at the same or different times, of any other rights or remedies for the same default or any other default by any other party. MISCELLANEOUS AND GENERAL PROVISIONS Nonliability of Officials, Employees, Agents, and Contractors of the Agency and the City of Temecula. No member, official, employee, consultant, attorney, or contractor of the Agency or the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become duc to the Developer or its successors, or any obligations under the terms of this Agreement. Reconciliation with Ground Lease and Loan Agreement. To the extent that any of the provisions hereof cover the same subjects as the Ground Lease, the Loan Agreement, or any other agreements executed by the Developer in favor of the Agency, the Developer shall comply with the higher standards set forth in any of such agreements, such that the Agency shall be afforded the highest protections and the Developer will comply with the more stringent of the obligations of this Agreement or such other agreements. The agreements shall be interpreted so as to avoid conflicts among them. Agency's Right of Access to Site After Completion. For the purpose of assuring compliance with this Agreement, representatives of the Agency shall have the reasonable right of access to the Site, without charge or fee, at normal hours, to ensure that the Developer is complying with the terms, covenants and conditions of this Agreement. The Agency shall indemnify, defend, and hold the Developer harmless from any damage caused or liability arising out of its exercise of its right of access to the Site. Effect and Duration of Covenants. All of the terms, covenants, agreements or conditions set forth in this Agreement shall remain in effect for the length of time set forth herein, to the extent permitted by law. Notices, Demands, and Communications. Formal notices, demands and communications between the Agency and the Developer shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Developer, as designated in Sections and hereinabove or as may be changed from time to time by notice in writing. Additional copies of notices, demands and communications to Developer shall be sent to the general construction contractor and the property manager for the Project at the addresses provided by the Developer. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate. R:\cityatty\dda3 22 The following shall be copied on all notices sent to the Developer: Office of the General Counsel Lehman Brothers Inc. 3 World Financial Center New York, New York 10285 Fax No.: (212) 526-3772 Tel. No.: (212)526-3065 and Peabody & Brown 1255 23rd Street, NW Washington, DC 20037 Attention: Richard S. Goldstein, Esq. Fax No.: (202) 973-7750 Tel No.: (202) 973-7700 Entire Agreement, Waivers, and Amendments. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any portion of the Site. All amendments hereto, must be in writing and signed by the appropriate authorities of Agency and the Developer; however, the Executive Director of the Agency is hereby authorized to make extensions of time to the Schedule of Performance on behalf of Agency and agree to minor amendments required to implement this Agreement. Other provisions altering the intent of the Agreement may be amended by mutual written agreement of Agency, as approved by the Agency Board, and the Developer. Attorney's Fees. If either party commences an action against the other party to enforce any of the terms hereof or because of the breach by either party of any of the terms hereof, the losing party shall pay the prevailing party reasonable attorney's fees, court costs and expenses incurred by the prevailing party in connection with such action, in addition to whatever other relief the prevailing party may be entitled. In the event a dispute should arise as to the amount to which the prevailing party is entitled, the court or a court appointed third party arbitrator shall determine such amount. Indemnity. From and after the execution of this Agreement, the Developer hereby agrees to indemnify, defend, protect, and hold harmless the Agency and the City and any and all agents, employees and representatives of the Agency and the City, from and against all losses, liabilities, claims, damages (including foreseeable or unforeseeable consequential damages), penalties, fines, forfeitures, costs and expenses (including all reasonable out-of-pocket litigation costs and reasonable attorney's fees) and demands of R:Xcityatty\dda3 23 any nature whatsoever, related directly or indirectly to, or arising out of or in connection with: (i) the development of the Improvements on the Property or the use, ownership, management, occupancy, or possession of the Property, (ii) any breach or Default by the Developer hereunder, or (iii) any of the Developer's activities on the Property (or the activities of the Developer's agents, employees, lessees, representatives, licensees, guests, invitees, contractors, subcontractors, or independent contractors on the Property), regardless of whether such losses and liabilities shall accrue or are discovered before or after termination or expiration of this Agreement, except to the extent such losses or liabilities are caused solely and exclusively by the gross negligence or intentionally wrongful acts of the Agency. The Developer shall defend, at its expense, including attorneys' fees, the Agency and the City, and the Agency's and the City's council members, board members, officers, agents, attorneys, consultants, independent contractors, servants and employees in any legal action based upon such alleged acts or omissions. The Agency and the City may in their discretion participate in the defense of any such legal action. Force Majeure; Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by the parties hereunder shall not be deemed to be in default and all performance and dates shall be extended where delays or defaults are due to strikes, lock-outs, riots, floods, earthquakes, fires, casualties, freight embargoes, lack of transportation, governmental restrictions, litigation beyond the control or without the fault the party seeking relief, unusually severe weather, acts or omissions of the other party, acts or the failure to act of the City or any other public or governmental agency or entity (except that acts or the failure to act of the Agency shall not excuse performance by the Agency), or any other causes without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforce d delay and shall commence to run from the time of the commencement of the cause, if the notice by the party claiming such an extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the written mutual agreement of the Agency and the Developer. The Developer is not entitled pursuant to this Section to an extension of tim e to perform because of past, present or future difficulty in obtaining suitable temporary or permanent financing for the development of the Site. R:\cityatty\dda3 24 Headings. All section headings and subheadings are inserted for convenience only and shall have no effect on the construction or interpretation of this Agreement. The references in this agreement to "Section" shall refer to the sections of this Agreement unless it is clear from the context that another meaning is intended. No Third Party Beneficiaries other than the City. The City shall be a named third party beneficiary of this Agreement. This Agreement is made and entered into for the sole protection and benefit of the parties, the City and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. Execution Authority. Each individual executing this Agreement on behalf of the Developer represents and warrants that he is duly authorized to execute and deliver this Agreement on behalf of said corporation, partnership, entity or organization and that this Agreement is binding upon same in accordance with its terms. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the parties under this Agreement. Severability. If any term or provision of this Agreement shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected thereby. Survival. The provisions hereof shall not terminate but rather shall survive any conveyance hereunder and the delivery of all consideration. CONDITIONS OF DEVELOPER'S OBLIGATIONS The obligations of the Developer and the Agency under this Agreement, in addition to the provisions hereof and performance of the obligations of the Agency, are further expressly conditioned upon and subject to the following: (i) acquisition of fee title to the Parcel 7 by the Developer in accordance with the Purchase Agreement, (ii) the obtaining by the Developer of all necessary governmental permits and approvals for the Project, with all conditions subject to the approval of the developer, (iii) closing of the Washington Mutual Loan and the funding of the Agency Loan, and (iv) obtaining by the Developer of a Tax Credit reservation from the California Tax Credit Allocation Committee in accordance with the application for such reservation and Tax Credits in accordance with the Schedule of Performance (but no later than the Close of Escrow). R: \cityatty\dda3 25 IN WITNESS WHEREOF, the parties hereto enter into this Agreement as of the date first set forth hereinabove. Developer: Agency: TEMECULA GARDENS, L.P., a California limited partnership By: Affirmed Housing Group, General Partner REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic By: President By: Chairperson By: Secretary Attest: Secretary R: \cityatty\dda3 26 List of Exhibits Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit -- Legal Description -- Budget -- Scope of Development -- Schedule of Performance -- Ground Lease -- Memorandum of Lease -- Regulatory Agreement R: \cityatty\dda3 27 Exhibit 3 SCOPE OF DEVELOPMENT Development shall include rehabilitation of the 38 existing two-bedroom apartment units and the construction of 38 new three-bedroom apartment units on the Property in accordance with those plans and drawings on file with Planning Application # PA 98-029, and the leasing of same to low and very low income households as further described below: · Significant rehabilitation to the 38 existing units, including new roofs, replacement of wood siding with stucco, new architectural entries and expanded balconies. · Minimal rehabilitation to unit interiors. · Construction of eighteen new affordable housing units between the existing apartments. · Construction of twenty new affordable housing units on 1.3 acre parcel located directly west of the Sherwood Apartments. · Removal of existing garages. · Development of 76 new carports. · Reconfiguration of existing drive aisles and parking areas. · Addition of sales office, three laundry facilities, two tot lots, a full sized swimming and wading pool, and a barbecue area. · Comprehensive re-landscaping. · As more specifically set forth in the Regulatory Agreement, one hundred percent of the units will be restricted so that they will be rented exclusively to persons or families of very low or lower income as their principal residence, at no more than "affordable rents" for a period of 50 years following the Close of Escrow in the following proportions: 8 of the two-bedroom units at 50% of area median income (11% of total units) 8 of the three-bedroom units at 50% of area median income (11% of total units) 30 of the two-bedroom units at 60% of area median income (39% of total units) 30 of the three-bedroom units at 60 % of area median income (39 % of total units) All development shall meet the development standards for the Old Town Specific Plan · area. R: \cityatty\dda3 28 Exhibit 4 SCHEDULE FOR PERFORMANCE Event Open escrow for Ground Lease conveyance Date Within 10 days of the date of execution of the DDA Developer's submission to Agency of proof of the Developer's acquisition and financing commitments and other funding resources to finance the Project consisting of a preliminary reservation of Tax Credits by TCAC, the close of the Washington Mutual Loan, and the Agency's annual contribution described in Section. Developer's submission to Agency of certificates of insurance policies and evidence that all contractors carry workers' compensation insurance Close of [Parcel 7] Acquisition Escrow & conveyance of Parcel 7 from Developer to Agency Close of Washington Mutual Loan Close Ground Lease escrow Developer's acquisition of all building and other permits Developer's submission of management plan setting forth the standards and procedures by which the Project shall be managed Developer shall commence to demolish and/or remodel any existing structures Developer commences construction of all Improvements constituting the Project Developer completes the Improvements; the Improvements ready for occupancy By: July 16, 1998 By: July 16, 1998 Prior to Close of Ground Lease escrow Concurrently with Close of Ground Lease escrow On or before July 24, 1998 and immediately after close of Acquisition Escrow By: September 15, 1998 By: July 16, 1998 By: August 15, 1998 By: September 16, 1998 No later than August 31, 1999, subject to delays due to Force Majeure R:\cityatty\dda3 29 Recording Requested By and when recorded return to: Redevelopment Agency of the City of Temecula Post Office Box 9033 Temecula, California 92589-9033 Attention: City Clerk Exhibit 6 Exempt from recording fees pursuant to Government Code Sec. 6103 MEMORANDUM OF LEASE, RIGHT OF FIRST REFUSAL AND OPTION TO PURCHASE PROPERTY THIS MEMORANDUM OF LEASE, RIGHT OF FIRST REFUSAL AND OPTION TO PURCHASE PROPERTY (this "Memorandum") dated as of ,1998, is entered into between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body corporate and politic (the "Landlord") and TEMECULA GARDENS, L.P., a California limited partnership (the "Tenant"). Recitals A. On or about , 1998, Landlord and Tenant entered into an unrecorded Ground Lease (the "Ground Lease"), pursuant to which Landlord leased to Tenant, and Tenant leased from Landlord, the property more described in attached Exhibit A and incorporated by reference (the "Property"). B. As more particularly set forth in the Ground Lease, Tenant granted to Landlord a right of first refusal (the "Right of First Refusal"), pursuant to which Landlot d shall have the right to purchase Tenant's leasehold interest under the Ground Lease at a price specified in the Ground Lease if at any time Tenant receives an offer from any person or entity to purchase Tenant's leasehold interest. C. As more particularly set forth in the Ground Lease, Tenant granted to Landlord an option to purchase the Tenant's leasehold interest in the Property (the "Option to Purchase"), pursuant to which Landlord shall have an option to purchase Tenant's leasehold interest under the Ground Lease at a price specified in the Ground Lease. D. Landlord and Tenant desire to execute this Memorandum to provide R:\cityatty\dda3 30 constructive notice to all third parties of the Tenant's rights under the Ground Lease and Landlord's rights under the Right of First Refusal and the Option to Purchase. NOW, THEREFORE, Landlord and Tenant mutually agree as follows: Ground Lease. Landlord leases to Tenant the Property for a term (the "Term") commencing on the date of recordation of this Memorandum and ending on May 31, 2048. This lease of the Property to Tenant is on all of the terms and conditions of the Ground Lease, which is incorporated in this Memorandum by reference. Right of First Refusal and Option to Purchase. Tenant grants to Landlord of a Right of First Refusal and an Option to Purchase Tenant's interest in the Ground Lease. The term of the Landlord's Right of First Refusal and the Option to Purchase commences on the earlier of (i) October 1, 2014, or (ii) the first day of the 16th Lease Year (as defined in the Ground Lease) and ends concurrently with the end of the Term of the Ground Lease. The term of Landlord's Option to Purchase shall commence on the date of recordation hereof and shall end concurrently with the end of the Term of the Ground Lease. Such Right of First Refusal and Option to Purchase shall be on the terms and conditions set forth in the unrecorded Ground Lease. Assignment. Except as expressly provided in the unrecorded Ground Lease to the contrary, Tenant's rights and obligations under the Ground Lease shall not be assigned without Landlord's prior written consent, which consent may be granted or withheld in Landlord's sole and absolute discretion, and any assignment without this consent shall be void. · Successors and Assigns· This Memorandum and the Ground Lease shall bind and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns, subject, however, to the provisions of the Ground Lease on assignment. · Governing Law. This Memorandum and the Ground Lease are governed by California law. · Execution in Counterparts. This Memorandum may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. R:\cityatty\dda3 31 IN WITNESS WHEREOF, the undersigned have executed this Ground Lease at Temecula, California, as of the date first written above. Tenant: Landlord: TEMECULA GARDENS, L.P., a California limited partnership REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic By: General Partner By: Chairperson By: President By: Secretary Attest: Secretary R: \cityatty\dda3 32 Exhibit A Legal Description R: \cityattyXdda3 33 State of California } County of } On ,19 , before me, , a Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (seal) State of California County of On ,19 , before me, , a Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (seal) R:\cityatty\dda3 34 EXIIIRIT 7 TO REGULATORY AGReeMENT Recording Requested By and when recorded return to: Redevelopment Agency of the City of Temecula Post Office Box 9033 Temecula, California 92589-9033 Attention: City Clerk Exempt from recording fees pursuant to Government Code Sec. 6103 REGUI,ATORY AGREF. MENT THIS REGULATORY AGREEMENT (this "Agreement"), entered into as of June 1, 1998, by and between TEMECULA GARDENS, L.P., a California limited parmership (hereinafter "Owner"), and the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic (hereinafter the "Agency") is made with reference to the following: RECITAI. S On June 12, 1988, the Board of Supervisors of the County of Riverside adopted Ordinance No. 658 adopting and approving the "Redevelopment Plan for Riverside County Redevelopment Project No. 1-1988" (hereafter the "Plan") in accordance with the provisions of the Community Redevelopment Law. On December 1, 1989, the City of Temecula was incorpo- rated. The boundaries of the Project Area described in the Plan are entirely within the boundaries of the City of Temecula. On April 9, 1991, the City Council of the City of Temecula adopted Ordinance Nos. 91-08, 91-11, 91-14, and 91-15 establishing the Redevelopment Agency of the City of Temecula and transferring jurisdiction over the Plan from the County to the City. Pursuant to Ordinance Nos. 91-11 and 91-15, the City of Temecula and the Redevelopment Agency of the City of Temecula assumed jurisdiction over the Plan as of July 1, 1991. Agency desires to effectuate the provisions of the Housing Element of the General Plan of the City of Temecula by providing funds to expand the supply of housing affordable to very low and lower income people. The Agency is the fee owner of that certain real property (the "Property") described in Exhibit A, attached hereto and incorporated by reference herein. Pursuant to that certain Disposition and Development Agreement dated as of May 26, 1998 (the "DDA"), Agency has agreed to ground lease the Property to the Owner, and in accordance therewith, Agency and R:\cityatty\dda 1 I Owner are concurrently entering into that certain Ground Lease dated as of July 15, 1998, for the Property. Owner intends to develop and operate on the Property 76 apartment units which shall be leased only to low and very low income households. One-half of the units will have two bedrooms, and one-half of the units will have 3 bedrooms. To finance the development of such improvements, Owner has applied to Agency for a loan (hereinafter the "Loan") for the development of the Property and, pursuant to that certain Loan Agreement dated as of June 1, 1998, Agency has agreed to lend Owner the net proceeds of Agency's $5,800,000 1998 Multifamily Housing Revenue Note (Mission Village Apartments). Such Loan will be evidenced and secured by a promissory note and deed of trust (the "Promissory Note" and "Deed of Trust") to be executed by Owner in favor of Agency. The proposed development of the Property will effectuate the Plan. As an inducement to Agency to enter into the DDA and the Ground Lease, Owner has agreed to enter into this Agreement and has consented thereby to be regulated and restricted by Agency as provided herein and in the DDA and the Ground I2.ase which, inter alia, contains on-going "use" restrictions which are incorporated herein. NOW, THEREFORE, Agency and Owner mutually agree as follows: Recitals. The foregoing recitals are a part of this Agreement. Term. The term of this Agreement (the "Term") shall commence on the date of recordation of this Agreement, and shall continue in full force and effect until the 50th anniversary of the recordation hereof in the Official Records of the Riverside County Recorder (the "Expiration Date"). Nature of Covenants, Reservations and Restrictions. Owner hereby subjects the Property to the covenants, reservations and restrictions set forth in this Agreement. During construction and thereafter for the Term set forth in Section hereof, Owner, such successors and assigns shall devote the Property only to the uses specified in the DDA, the Ground Lease, and this Agreement. Each and every contract, deed or other instrument hereafter executed covering or conveying Owner's interest in the Property, or any portion thereof, including, without limitation, any subleases or assignments of the Ground Lease, and encumbrances of the Ground Lease, shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such lease, assignment, contract, deed or other instruments. R:\cityatty\dda 1 2 Owner covenants by and for itself, its representatives, its successors and assigns and every successor in interest to the Property or any part thereof, that during construction of the improvements on the Property and thereafter Owner shall not use or permit the use of the Property in violation of the Redevelopment Plan. Owner further covenants and agrees to comply in all respects with the terms, provisions, and obligations of Owner set forth in the DDA and the Ground Lease. Owner further covenants and agrees for itself, and its successors and its assigns, that Owner, such successors, and such assignees shall use the Property and every part thereof only for the construction and operation of a low income housing project affordable to persons of very low or lower income, as further provided herein. Owner further covenants and agrees that upon completion of the project described in the DDA and as further described in the Scope of Development attached to the DDA (the "Project"), Owner shall maintain the Property (including landscaping) in the manner of first class residential planned developments, as further described herein and in the DDA and the Ground Lease. Use and Rental of the Property. Owner covenants and agrees for itself, its successors, assignees, and every successor in interest that the units comprising the Project (the "Units") and the Property shall be restricted as provided in this Section for the Term set forth in Section hereof. Units Restricted to Persons or Families of Very Iow or 1 ower Income. All of the Units, but in no event less than 76 Units, shall be rented exclusively to persons or families of very low or lower income, in accordance with the table set forth below, and only for use by such persons or families as their principal residence. Owner shall not permit any transient use, or permit any commercial use, of the Property except as approved by Agency in writing. Only such persons or families of very low or lower income (as applicable) shall be entitled to occupy the Units. 8 of the 2 bedroom units shall be rented to households whose incomes do not exceed 50% of median income 8 of the 3 bedroom units shall be rented to households whose incomes do not exceed 50 % of median income 30 of the 2 bedroom units shall be rented to households whose incomes do not exceed 60 % of median income 30 of the 3 bedroom units shall be rented to households whose incomes do not exceed 60 % of median income. Occupancy levels will comply with those specified by the State of California Tax Credit Allocation Committee rules and regulations, and such other regulations as may exist pertaining to any tax exempt bond financing applicable to the Project. R:\ci~ya~y\dda I 3 Maximum Rents. Owner shall rent the Units at a rent that does not exceed the maximum "affordable rent" (as defined below) (including a reasonable utility allowance) that may be charged for very low or lower income persons under California Health & Safety Code Section 50053(b) (as amended from time to time), for very low or lower income persons or households, as applicable for the household occupying the Unit. Owner shall be entitled to increase rents one time per year to an amount equal to the maximum amount of "affordable rent" (including a reasonable allowance for utilities) that may be charged for very low or lower income persons under California Health & Safety Code Section 500530)) (as amended from time to time), as applicable to the Unit. Owner shall submit a request for an increase in rents to Agency for review and approval sixty (60) days prior to each yearly anniversary of the initial occupancy of the Project and each year thereafter. Agency shall review Owner's request and notify Owner of either of the following actions within thirty (30) days after submission: (i) Owner shall be allowed to increase the then current rental rate of the Units as requested, or (ii) the requested increase exceeds the maximum amount permitted under Health & Safety Code Section 500530)) (as amended), in which case the rental shall be adjusted downwards to such maximum amount. Definitions. "Persons or families of very low or lower income" means persons whose income do not exceed the amounts set forth in California Health and Safety Code Sections 50105 (very low income) and 50079.5 (lower income) for persons and families who have incomes not greater than the applicable percentage of the area median income (adjusted for family size as appropriate for the Uni0 for the applicable very low or lower income categories. "Area median income" shall mean the area median income for Riverside County as published by the Department of Housing and Community Development pursuant to California Health and Safety Code Section 50093, or the most closely related successor thereto. "Affordable rent (including a reasonable utility allowance) for very low or lower income person" means the rent determined under California Health & Safety Code Section 500530)) based upon area median income (adjusted for family size appropriate for the Unit) for the very low or lower income household, as amended from time to time. "Principal residence" means the principal dwelling place a person uses as such person's usual place of. return and occupancy. If a person fails to reside in and return to such person's unit for at least four (4) days per week for a period of at least nine (9) months out of any twelve (12) month period, it will be presumed that the Unit is not the principal residence of that person. R:\cityatty~lda 1 4 The terms defined in this Subsection are further defined in Title 25 of the California Code of Regulations Section 6910, ~s~l., as from time to time amended, and any successor regulations thereto. The terms and provisions of California Health and Safety Code Sections 50093, 50105, 50079.5, and 50053 and Title 25 of the California Code of Regulations Section 6910, ~t1., as amended, and any successor statutes or regulations thereto, are incorporated herein by this reference. Rights of Agency. Prior to the rental of any Unit, Owner shall obtain from the proposed tenant a completed income computation and certification form, in such form as may be approved by the Executive Director of the Agency, and shall verify the income of the proposed tenant. Owner shall verify the proposed tenant's income by standard and customary income verification procedures and practices used for determining eligibility for income qualifying housing. Agency shall have the continuing right during the Term hereof to verify that the restrictions, limitations and requirements of this Section are being complied with and to establish and/or continue a very low and lower income (as defined in California Health and Safety Code Section 50093) housing program at the Property. Covenants arid Oblig3tions. lnsurarice. Owner covenants to keep all improvements from time to time existing on the Property insured against perils included within the general classifications as "fire," "extended coverage," "vandalism," "malicious mischief," and "special extended perils," and all such insurance shall be evidenced by a standard fire and extended coverage insurance policy or policies in an amount not less than the full replacement cost of the improvements (not including the costs of foundation concrete and excavation that would not have to be incurred upon replacement of the improvements). In addition, Owner shall maintain and have in full force and effect, during the term of this Agreement, a "Broad Form Commercial General Liability" insurance policy in a combined single limit of $3 million dollars. Such policies shall be endorsed with a standard mortgagee clause listing Agency as loss payee (in the case of the extended coverage insurance) and an additional insured (in the case of the liability insurance). A copy of any insurance hinders or certificates of insurance shall be provided to Agency in conjunction with the accounting described in Section herein. Said policies shall provide that they cannot be canceled or terminated without thirty (30) days prior written notice to Agency. To the extent that the provision hereof are inconsistent with the insurance requirements of the Ground Lease, the provisions of the Ground Lease shall control. Compliarice with Building and Health and Safet~ Codes. Owner covenants that the Property shall be maintained in substantial conformance with applicable health, building, and safety codes. Owner further covenants that any construction, renovation, repair or rehabilitation of the improvements shall be undertaken in compliance with all building codes of the City of Temecula applicable at the time of R:\cityntly\ddn I 5 such construction, renovation, repair or rehabilitation. Obligation to Refrain from Di~rimination. Owner covenants that there shall be no discrimination against any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any part thereof, and Owner (or any person or entity claiming under or through Owner) covenants and agrees not to establish or permit any such practice or practices of discrimination with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants or sublessees of the Property or any part thereof. Owner also agrees to refrain from any form of discrimination as set forth above pertaining to deeds, leases or contracts. Form of Nondiscrimination and Non-segregation Clauses. Owner covenants that Owner, its successors and assigns, shall refrain from restricting the rental, sale or lease of the Property, or any portion thereof, in any deed, lease or contract of sale, on the basis of sex, marital status, race, color, religion, creed, ancestry or national origin of any person. Any such deed, lease or contract shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. In deeds: "The grantee herein covenants by and for itself, his heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of sex, marital status, race, color, religion, creed, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed or the improvements thereon or to be constructed thereon, nor shall the grantee itself or any person claiming under or through the grantee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed or such improvements. The foregoing covenants shall run with the land." 2. In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, religion, creed, national origin or ancestry, in the leasing, subleasing, transferring, use, or enjoyment of the land herein leased or the improvements thereon or to be constructed thereon, nor shall the lessee himself, or any person claiming under or through the lessee, establish or permit any such practice or practices of R:\¢ityatty\d~la 1 6 discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees, sublessees, subtenants or vendees of the land herein leased or such improvements." 3. In contracts of sale: "There shall be no discrimination against or segregation of, any person, or group of persons on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land or the improvements thereon or to be constructed thereon, nor shall the transferee himself or any person claiming under or through the transferee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land or such improvements." Duration of Coveants and Obligations. The covenants and obligations contained in Sections and shall remain in effect until the expiration of the Term provided for in Section hereof, and the covenants against discrimination provided for in subsections and shall remain in perpetuity. Management of the Property Operation, Maintenance and Repair. Owner shall have full responsibility for the operation and maintenance of all improvements on the Property throughout the duration of the Term. Owner shall, upon completion of the Project maintain in the manner of first class residential apartment projects, in a first class, neat, clean, safe and sanitary condition and repair, the improvements comprising the Project and all landscaping within the public rights of way which may abut the Property throughout the Term of this Agreement without expense to Agency, and shall perform all repairs and replacements necessary to maintain and preserve said improvements and landscaping in a first class, neat, clean, safe, sanitary and healthy condition in a manner reasonably satisfactory to Agency and in compliance with all applicable laws, and in compliance with all applicable laws, the DDA, and the Ground Lease. Owner shall comply with the management and maintenance provisions set forth in the DDA and the Ground Lease (as amended from time to time), including the management plan to be provided pursuant thereto. If the improvements constituting the Project are destroyed or substantially damaged, Owner shall, subject to the provisions of the Ground Lease, repair, replace, or restore such improvements. Following any casualty resulting in damage to or destruction of the Project, the complete work of any reconstruction or replacement shall be at least equal in value, quality and utility to the condition of the Project or landscaping before the event giving rise to the work. R:\cityatty\dda 1 7 I ~.qing and Occupancy. The leasing and occupancy of the Units shall be in accordance with the management plan approved pursuant to the DDA. Any modifications or changes to the management plan shall be submitted to the Executive Director of Agency for approval. The management plan shall include the tenant selection criteria, procedures for tenant selection and the establishment and maintenance of waiting lists, the lease and rental agreement, a copy of the House and Ground Rules adopted for the Property and all policies and procedures to be used to ensure compliance with the age, income, and any other requirements set forth as conditions for eligibility or occupancy in the Protxmy and shall be consistent with the terms and conditions of this Agreement. The Units shall be leased under rental agreements substantially in a form approved by the Executive Director of Agency, and as otherwise provided in the DDA. Any modifmtions or changes in the rental agreements shall be submitted to the Executive Director of the Agency for approval. Agency shall review and approve all policies and procedures established for the successful management of the Property. Subject to the rights of the occupants of the Units, Agency shall have the right to perform an annual on-site inspection of the units, common areas and grounds and to perform an annual tenant file review to ensure that Owner is managing the Property in accordance with the eligibility requirements set forth for occupancy. Pre-I ~.~ing. Owner shall perform all advertising and related pre-leasing work as set forth in the approved management plan. Annual lludget. Owner shall submit or shall cause its Property Manager to submit to the Agency's Executive Director on or before March 31, 1999, and each anniversary thereof, an annual budget for the ongoing operation of the Project. At the Agency's request, delivered within 30 days after receipt of the budget, each of Owner and the Agency shall cause its respective representative(s) to meet within thirty (30) days following the receipt of request to review the budget; such review is without obligation to either party to propose or agree to any modification of permitted Operating Expenses. Management of Property. Owner shall be completely responsible for the management, administration and operation of the Property including, but not limited to the hiring and discharge of employees, salaries and all other related Property expenses, maintenance and repairs, including capital expenditures, the financial operations of the Property, the rental and re-rental of the apartment units in accordance with the occupancy requirements set forth in this Agreement and all operational, maintenance and management responsibilities of an owner in a typical multi-family residential housing project. R:\cityatty\dda 1 8 Management Agency's Failure to Perform. In the event the management agency appointed by Owner for management of the Project falls to perform the obligations imposed upon Owner by this Section, such failure shall constitute a default under Section hereof, and if Owner shall fail to cure such default as provided in Section hereof, then Agency shall have the right, in addition to any other remedies of Agency, to require Owner, upon 30 days prior written notice, to appoint a substitute management agency, reasonably acceptable to both Agency and Owner, subject to and in accordance with the provisions of the Ground Lease. Indemnification. Owner shall defend, indemnify, assume all responsibility for and hold Agency, and its respective elected and appointed officers and employees, harmlegs from all costs (including attorneys fees and costs), claims, demands, liabilities, or judgments for injury or damage to property and injuries to persons, including death, which may be related to the Property or mused by any of Owner's activities under this Agreement, whether such activities or performance thereof be by Owner or anyone directly or indirectly employed or contracted with by Owner and whether such damage shall accrue or be discovered before or after termination of this Agreement. This indemnity includes, but is not limited to, any repair, cleanup, remediation, detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan (regardless of whether undertaken due to governmental action) concerning any hazardous substance or hazardous wastes including petroleum and its fractions as defined in the Comprehensive Environmental Response, Compensation and Liability Act ["CERCLA"; 42 U.S.C. Section 9601, et ggl.], the Resource Conservation and Recovery Act ["RCRA"; 42 U.S.C. Section 6901 et seq.] and California Health and Safety Code Section Code Section 25280 et Iggl. at any place where Owner owns or has control of real property pursuant to any of Owner's activities under this Agreement. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107 (e) of CERCLA and California Health and Safety Code Section 25364 to assure, protect, hold harmless and indemnify Agency from liability. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not be construed in any way to be a limitation on Owner's indemnity obligations of the DDA or the Ground Lease. Conlpliance with Ioeal, State and Federal l-aws. Owner shall carry out the provisions of this Agreement and own and operate the Project in conformity with all applicable local, state and federal laws and regulations including, without limitation, all regulations and conditions of funding with respect to the issuance of the Note (including the regulatory agreement entered into with respect to the Note and a regulatory agreement required in connection with the issuance of the tax credits to Owner), and Housing Set Aside Funds under Health and Safety Code Section 33334.2 (as amended from time to time). R:\¢ityatty\ddal 9 Accounting to Agency. The books and accounts of the Property shall be kept in conformity with generally accepted accounting practices. Owner shall submit to Agency annually, on or before June 30 of each calendar year, a report setting forth the rental rate of all Units and the income and number of known occupants of all Units. The income information required by this Section shall be supplied by the tenants of the Units in a certified statement on a form from time to time provided by Agency. Owner shall provide Agency an accounting report showing the rents and periods of time each Unit was rented. The first accounting period for which a report shall be made shall end on the last day of the month in which all of the Units have been initially rented to the first occupants. An accounting shall be made to Agency within 30 days of such date. Thereafter, an annual accounting shall be made within 30-days of the yearly anniversary of the end of the month for which the first accounting report was made. Owner shall maintain a complete and accurate rent roll listing all Units, with the very low and lower income Units listed separately, and the names of all tenants, the dates of their tenancies and the amounts of rents and security deposits charged and collected. Agency, its agents and employees, shall have the right, after reasonable notice, to review and inspect, at reasonable times during business hours, the books, records and accounts of Owner specifically regarding the Property, from and after the date of the recordation of this Agreement and until the expiration of this Agreement. Owner shall retain all documents and records pertaining to the rents charged, income of tenants and all matters relating to Owner's obligations under Section of this Agreement for a period of 3 years and make shall them available to Agency on 5 business days' prior notice, provided however that if the provisions of any federal or state law or regulation requires a longer period of retention, Owner shall comply with such period or retention. Agency may conduct audits of the rents charged, income of tenants and all matters relating to Owner's obligations under this Agreement and within 3 years from the date of the applicable period with respect to which such records relate, and Owner shall cooperate with the Agency's auditors in conducting the audit. Such audits shall not occur more frequently than once each fiscal year. Agency shall pay for the costs of the audit unless the audit reveals that Owner did not materially comply with the provisions of this Agreement, in which case, Owner shall pay all costs of the audit. R:\cityatty\dda 1 10 Violation of Repflatory Agreement And/or Ground 1 earn by Owner. Owner shall perform each and every obligation set forth in this Agreement and the DDA and Ground Lease between Owner and Agency respecting the Property. In the event of the violation by Owner of any of the provisions of this Agreement or the DDA or the Ground Lease, then Agency shall give written notice thereof to Owner by registered mail addressed to Owner at the address stated in this Agreement, or to such other address as may have been designated by Owner. If such violation is not cured to the satisfaction of Agency within the time period specified in the DDA or the Ground Lease (or if no period is specified, within 30 days after the date such notice is received, or if such violation is a non-monetary obligation that cannot reasonably be cured within such 30 day period, then if Owner falls to commence to cure such violation within said 30 day period and falls diligently to prosecute such cure to completion as soon as reasonably possible but, in not event, no later than 3 months after receipt of notice of such violation), then Agency may without further notice, declare in writing a default under this Agreement effective on the date of such declaration of default, and upon any such declaration of default Agency may apply to any court, State or Federal, for specific performance of this Agreement; for an injunction against any violation by Owner of this Agreement or of the DDA or the Ground Lease, and for the appointment of a receiver to take over and operate the Property in accordance with the terms of this Agreement or the DDA or the Ground Lease, or for such other relief as may be appropriate, including without limitation damages, disgorgement of any amounts of rent which exceed the rents permitted by this Agreement, and the cost to Agency in enforcing the terms of this Agreement (including the reasonable time expended by Agency staff, consultants, auditors, attorneys and other personnel involved in such enforcement). The remedies of Agency herein, or under any other instrument providing for or evidencing the financial assistance provided herein, are cumulative, and the exercise of one or more of such remedies shall not be deemed an election of all remedies and shall not preclude the exercise by Agency of any one or more of its other remedies. Agency shall provide by mall copies of any notice of any violatim to all other lien holders who have delivered a request therefor to the Agency and have also recorded a Request for Special Notice in accordance with California Civil Code Section 2924e (as amended), at the address for notices most recently provided by Owner or such lien holders for such notices, and such parties shall have the same right to cure Owner's defaults hereunder on behalf of Owner. R:\cityatty~lda 1 11 General Provisions. The covenants which have been established pursuant to this Agreement shall be deemed to be covenants running with the land for the benefit of the Project Area and Agency in carrying out its statutory responsibilities under California Redevelopment Act (Health and Safety Code Sections 33000 et sea_.) to implement the Redevelopment Plan and to provide for the development of low and moderam income housing in the community. The covenants hereof shall be binding upon the Property and run for the benefit of the Project Area and Agency and its successors and assigns, and such covenants shall run in favor of Agency for the entire period during which such covenants shall be in force and effect, without regard to whether Agency is or remains an owner of any land or interest therein to which such covenants relate. Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the Covenants running with the land have been provided. Only Agency and its successors in interest may enforce this Agreement; nothing herein is intended to create any third party beneficiaries to this Agreement, and no person or entity other than Agency or Owner, and the permitted successors and assigns of either of them, shall be authorized to enforce the provisions of this Agreement. Not by way of limitation of the foregoing, the tenants of the Property are not intended to be third party beneficiaries hereunder. This Agreement and the covenants reservations, restrictions and agreements contained herein shall be a burden upon the Property and shall bind Owner, its successors and assigns with respect to the Property. Owner may not assign any of the benefits of this Agreement, or delegate any of Owner's obligations hereunder, voluntarily or by operation of law, without the prior written approval of Agency. Agency and its successors and assigns, and Owner and its successors and assigns as holders of the ground leasehold interest in the Property, shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, reservations and restrictions contained in this Agreement. This Agreement represents the entire agreement of the parties hereto with respect to the subject matter hereof and may not be altered or amended except by writing executed between the parties to be charged. In any action between the parties to interpret, enforce, reform, modify, rescind, or otherwise in connection with any of the terms or provisions of this Agreement, the prevailing party in the action shall be entitled, in addition to any other relief to which it may be entitled, reasonable costs and expenses including, without limitation, litigation costs and reasonable attorneys' fees. R:\cityatty\ddal 12 If any term, covenant, condition or provision of this Agreement, or the application thereof to any circumstance, shall, at any time or to any extent, be determined by a court of competent jurisdiction to be invalid or unenforceable, then the remainder of this Agreement, or the application thereof to circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant, condition and provision of this Agreement, shall be valid and enforceable, to the fullest extent permitted by law. The use of the plural in this Agreement shall include the singular and the singular shall include the plural, and the use of one gender shall be deemed to include all genders. Time is of the essence hereof. No waiver by Agency of any breach of or default under this Agreement shall be deemed to be a waiver of any other or subsequent breach thereof or default hereunder. This Agreement and all related documents shall be deemed to be contracts made and delivered in the State of California and shall be governed and construed and interpreted in accordance with the laws of said State. Headings and rifles herein are for convenience only and shall not influence any construction or interpretation. Any notice required to be given hereunder shall be given by certified or registered mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in writing by the parties hereto as follows: If to Agency: Redevelopment Agency of the City of Temecula Post Office Box 9033 Temecula, California 92589-9033 Attention: Executive Director and to: Redevelopment Agency of the City of Temecula 43200 Business Park Drive Temecula, California 92589-9033 Atto.: Executive Director Tel.: (909) 694-6444 Fax: (909) 694-1999 With a copy to: Richards, Watson & Oershon 333 South Hope Street, 38th Floor Los Angeles, California 90071 R:\cityatty~ddal 13 Attn.: Peter Thorson Tel.: (213) 626-8484 Fax: (213) 626-0078 If to Owner, to: c/o Affirmed Housing Group 200 East Washington Suite 208 Escondido, California 92025 Attn.: James Silverwood Tel.: (760) 738-8401 Fax: (760) 738-8405 With a copy to: Incorvaia & Associates 12626 High Bluff Drive Suite 325 San Diego, California 92130-2073 Attn.: Joel Incorvaia Tel.: (619) 259-2220 Fax: (619) 269-3131 This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. R:~cityatty\dda I 14 IN WITNESS WHEREOF, the parties hereto have entered into this Regulatory Agreement as of the day and year first above written. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic By: Chairperson TEMECULA GARDENS,L.P. a California limited partnership By: Affirmed Housing Group, General Partner President Attest: "Agency" By: Secretary "Owner" Approved as to Form: RICHARDS, WATSON & GERSHON, a professional corporation Agency Counsel By: R:\cityatty\dda 1 15 EXHIBITS Exhibit A Legal Description R:\cityatty\ddal 16 State of California County of On a Notary Public, personally appeared , 19 , before me, , ~, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (sea0 State of California } } County of } On , 19__ , a Notary Public, personally appeared , before me, , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (sea ) R:\cityatty\dda I 17 ~XHI!~IT 5 TO DISPOSITION AND I')RVEI DPMENT AGRI~.EMI~.NT GROUND I,EASE THIS GROUND LEASE (this "Lease") is made as of July 15, 1998, by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body corporate and politic (herein "Landlord") and TEMECULA GARDENS, L.P., a California limited parmership (herein "Tenant"). RECITALS Landlord is the owner of certain real property (the "Site") located in the City of Temecula, County of Riverside, State of California, as more fully described on Exhibit 1 hereto. Tenant desires to lease the Site for the purpose of renovating 38 existing apartment units, and constructing an additional 38 apartment units thereon, and leasing same to persons or families of very low and low income. The Site and the improvements to be constructed thereon by Tenant are referred to herein as the "Premises." Pursuant to that certain Disposition and Development Agreement (the "DDA") dated as of July 15, 1998, Landlord has agreed to lease the Premises to Tenant, on the terms and conditions provided herein. Landlord desires to lease the Site and the existing improvements thereon to Tenant in accordance with the terms and conditions set forth hereinbelow. NOW THEREFORE, the Parties agree as follows: Definitions. "Affiliate" means any entity controlling, controlled by, or under common control with Tenant. "Affordable rent (including a reasonable utility allowance) for very low, lower, or moderate income person" means the rent determined under California Health & Safety Code Section 50053(b) based upon area median income (adjusted for family size appropriate for the Unit) for the very low, lower or moderate income household, as amended from time to time. "Agency Loan" means the loan made by Landlord to Tenant pursuant to the Loan Agreement dated as of July 1, 1998, and any loan refinancing same. R:\cityatty\dda2 I "Area median income" shall mean the area median income for the San Bernardino - Riverside County area as published by the Department of Housing and Community Development pursuant to California Health and Safety Code Section 50093. "Audited Financial Statement" means an audited financial statement, including without limitation a profit and loss statement, generated by a third party certified public accountant acceptable to Landlord in its reasonable discretion, showing, for the previous fiscal year, on a monthly basis and in an easily readable format, Gross Income, Operating Expenses, Debt Service, Capital Replacement Reserve, and Net Cash Flow. "Capital Replacement Reserve" means a reserve fund to be established by Tenant, as more particularly set forth in Section of this Lease. "City" means the City of Temecula, California. "Commencement Date" means the date that the Memorandum of Lease described in Section relating to this Lease is recorded in the Official Records of Riverside County, California. "Debt Service" means the total of the payments of principal and interest actually made by Tenant during the applicable period in question for the payment or repayment by Tenant of the Agency Loan or any Loan refinancing same refinancing. "Environmental Laws" means all federal, state, local, or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any government authority regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Substance (as later defined), or pertaining to occupational health or industrial hygiene (and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Premises), occupational or environmental conditions on, under, or about the Premises, as now or may at any later time be in effect, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS 88 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS 88 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS 88 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS 88 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS 88 1801 et seq.]; the Insecticide, Fungicide, Rodenticicle Act [7 USCS 88 136 et seq.]; the Superfund Amendments and Re, authorization Act [42 USCS 88 6901 et seq.]; the Clean Air Act [42 USCS 88 7401 et seq.]; the Safe Drinking Water Act [42 USCS 88 300f et seq.]; the Solid Waste Disposal Act [42 USCS 88 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS 88 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS 8811001 et seq.]; the Occupational Safety and Health Act [29 USCS 88 655 and 657]; the California Underground Storage of Hazardous Substances Act [H & $ C 88 25280 et seq.]; the California Hazardous Substances Account Act R:\cltyauy\dda2 2 [H & S C §8 25300 et seq.]; the California Hazardous Waste Control Act [H & S C 88 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & S C 88 24249.5 et seq.]; and the Porter-Cologne Water Quality Act [Water Code 88 13000 et seq.], together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Premises, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use. "Family size as appropriate for the Unit" comply with the standards promulgated by the California Tax Credit Allocation Committee. "Gross Income" means all revenues or income collected by Tenant, or its successors or assigns from the Premises, including but not limited to sums paid by all subtenants, licensees and concessionaires, and received by Tenant or by any Affiliate. Gross Income shall be determined on a cash basis during any pertinent or applicable period, but shall not include security deposits until and unless such security deposits have been forfeited by tenants. Gross income also includes laundry income (except such portion retained by the vendor) and income from operating cable television, recreation facilities, and any other services at the Premises. Gross Income shall not, except for loss of rent insurance proceeds which shall be included, include insurance or condemnation proceeds, or the proceeds from any sale or refinancing of the Premises or any part thereof, provided however insurance proceeds and payments from any reserve funds established pursuant to this Agreement hereof for a casualty loss to the extent that said proceeds are expended on any item that would qualify as a repair or maintenance item pursuant to the definition of Operating Expenses shall be included in Gross Income. "Hazardous Substances" includes without limitation: Those substances included within the def'mitions of hazardous substance, hazardous waste, hazardous material, toxic substance, solid waste, or pollutant or contaminant in CERCLA, RCRA, TSCA, HMTA, or under any other Environmental Law; Those substances listed in the United States Department of Transportation (DOT) Table 49 [CFR 8 172.101], or by the Environmental Protection Agency (EPA), or any successor agency, as hazardous substances [40 CFR Part 302]; Other substances, materials, and wastes that are or become regulated or classified as hazardous or toxic under federal, state, or local laws or regulations; and R:\cityatty\dda2 3 Any material, waste, or substance that is (1) a petroleum or refined petroleum product, (2) asbestos, (3) polychlorinated biphenyl, (4) designated as a hazardous substance pursuant to 33 USCS § 1321 or listed pursuant to 33 USCS § 1317, (5) a flammable explosive, or (6) a radioactive material. "Lender" means any Mortgagee. "Lease Year" means a calendar year; provided, however, the first Lease Year shall commence on the earlier of (i) Project Stabilization, or (ii) November 1, 1999, and shall end on the next following December 31, and the last Lease Year shall be for the period from January 1, 2048 through May 31, 2048. "Lien" means any security instrument encumbering the Premises or any part thereof securing any Loan. "Loan" means the Agency Loan and any loan refinancing same, on the terms and conditions set forth in Section hereof, provided that such Loan is a first leasehold encumbrance. "Mortgagee" means a mortgagee of a mortgage or a beneficiary under the Loan, including the assignee of Landlord with respect to the Deed of Trust securing the Loan. "Net Cash Flow" means for any period the amount of Gross Income for such period, less Operating Expenses and Debt Service for such period. "Operating Expenses" means for any period the sum of the following expenses incurred and actually paid during such period: (i) all expenses actually and reasonably incurred by Tenant in owning, operating, maintaining, repairing, and replacing the Premises (excluding payment of insurance proceeds and any costs or expenses paid or reimbursed by third parties), including without limitation Taxes, insurance, and improvement expenses for the Premises, reasonable and customary accounting and legal fees, advertising expenses, supplies, license and permit fees, capital expenditures (to the extent such expenses exceed reserves), and utility charges; (ii) such Capital Replacement Reserves as Tenant or any Mortgagee may require to be set aside for the Premises (subject to Landlord's approval, which approval shall not unreasonably be withheld) (but excluding the payment of funds from the reserve once set aside); (iii) a property management fee which shall not exceed 6% of Gross Income; (iv) an asset management fee equal to $5,000 per year, but only for the first 15 Lease Years of the Term; and (iv) reasonable expenses of all on-site employees, which employees shall be employees of the Premises and not the property manager. Tenant shall be deemed to be R:\cityatty\dda2 4 required to pay Operating Expenses for materials and services upon receipt thereof, and to the extent services are not billed on a monthly basis, the bill for such services shall be prorated over the period during which such services were received. Operating Expenses shall not include: (i) payments made from insurance proceeds for any loss to the Premises, (ii) depreciation of buildings or improvements, (iii) funds expended from reserves to the extent such reserves have already been included as an Operating Expense, (iv) the initial cost of constructing the improvements or any expansion or replacements thereof, (v) any penalties or interest resulting from Tenant's failure to pay when due any sums that Tenant is obligated to pay to third parties (e.g., penalties and interest for late payment of real property taxes). "Persons or Families of Very Low or Lower Income" means persons or famih'es whose income do not exceed the amounts set forth in California Health and Safety Code Sections 50105 (very low income) or 50079.5 (lower income), for persons and families who have incomes not greater than the applicable percentage of the area median income (adjusted for family size as appropriate for the Unit) for the very low or lower income categories. "Project" means the Site and the development of the Site with a 76 unit apartment complex, consisting of the rehabilitation of 38 existing units on the Site, and construction of 38 new units on the Site. "Project Stab'flization" means the first date on which the sum of the Gross Income for the preceding 3 calendar months equals or exceeds the total of: (i) Operating Expenses, and (ii) Debt Service for the 3 preceding calendar months. "Regulatory Agreement" means the agreement to be recorded concurrently with the Close of Escrow to encumber the Site, as provided in the DDA. "Schedule of Performance" means the Schedule of Performance attached to the DDA, which Schedule of Performance is incorporated herein by this reference. attached to the DDA, reference. "Scope of Development" means the Scope of Development which Scope of Development is incorporated herein by this "Site" is the subject real property located in the City of Temecula, County of Riverside, State of California, and more particularly described in Exhibit 1 attached hereto and incorporated herein by reference. "Tax Credits" means low-income housing tax credits allowable to Tenant with respect to the Premises under Section 42 of the Internal Revenue R:\¢ityatty\dda2 5 Code of 1986, as amended. For purposes of this Section, "Debt Service", "Gross Income," "Net Cash Flow", and "Operating Expenses" all shall be determined on a cash basis. I.~.~m of the Site. Landlord leases the Site to Tenant, and Tenant leases the Site from Landlord, for the Term set forth in Section hereof, and on the conditions set forth in this Lease. Any improvements existing on the Site at the commencement date of this Lease shall become Tenant's property and Tenant may use and renovate them when the new construction provided for below is commenced. Term. The term of this Lease (the "Term") shall commence on the Commencement Date, and shall end on May 31, 2048. Use. Tenant shall use the Premises solely for the renovation of the existing 38 apartment units thereon and the construction of an adch'tional 38 apartment units thereto, and the leasing of same at an Affordable Rent to Low and Very Low Income Households, and for no other purpose whatsoever. Rent. Tenant shall pay to Landlord as rent (collectively, "Rent"), without deduction, set-off, prior notice or demand, the following amounts: Advance Rent. Tenant shall pay to Landlord on the earlier of (i) the date of issuance of building permits for the Project or (ii) July 15, 1999, an initial advance base rent ("Advance Rent") in the sum of $1,669,169.00. Anm~al Rent. In addition, Tenant shall pay to Landlord rent ("Annual Rent") in an amount equal to lesser of (i) the amounts set forth in Exhibit 2, or (ii) the Net Cash Flow from the Premises for each Lease Year. Such Annual Rent shall be payable annually, in arrears, on or before the date that is 30 days following such Lease Year. Notwithstanding the foregoing, the maximum amounts of Annual Rent set forth in Exhibit 2 for the first and last Lease Years of the Term shall be prorated based upon the actual number of calendar days in such l_,.ase Years. Tenant's delivery of Annual Rent shall be accompanied by a statement, certified by Tenant's chief financial officer as true and correct, setting forth the Gross Income, Operating Expenses, Debt Service, Capital Replacement Reserve, and Net Cash Flow from the Premises for the previous Lease Year. Generally. All rent payable hereunder shall be paid without deduction or offset, and in legal currency of the United States as at the time of payment shall be legal tender for the payment of private debts. ! ate. Charges. Tenant hereby acknowledges that late payment by Tenant to Landlord of rent and other sums due hereunder will cause Landlord to incur R:\cityatty\dda2 6 costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon landlord by the terms of any ground lease, mortgage or deed of trust coveting the Premises Accordingly, if any installment of rent or other sum due from Tenant shall not be received by landlord or Landlord's designee within ten (10) days after such amount shall be due, then, without any requirement for notice to Tenant, Tenant shall pay to Landlord a late charge equal to five percent (5%) of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's Default or breach with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder. Re?ort. Tenant shall keep at Tenant's principal place of business in Riverside or San Diego County, California, true and correct records of all income and expenses realized or incurred with respect to the Premises. The records shall be kept at the Premises for not less than three years after delivery of the required Annual Rent payment; provided that Tenant may remove to another location in San Diego, Los Angeles, Orange, or Riverside Counties any or all records for legal or accounting purposes or for other purposes consistent with the provisions of this Lease. Landlord shall have the right, at any reasonable time and from time to time, after giving reasonable notice, to do any or all of the following: to audit the records; to cause an audit of the records to be made; to make abstracts from the records; to make copies of any or all of the records; to examine any or all contracts, subleases, licenses, and concession agreements; and to make copies of any or all contracts, subleases, licenses or concession agreements. Within 90 days after the end of each calendar year following Project Stabilization, Tenant shall deliver to Landlord an Audited Financial Statement, setting forth the Gross Income, Debt Service, and Operating Expenses for Premises for the prior calendar year, and, if necessary, the parties shall adjust any overpayment or underpayment of Annual Rent necessary based upon such Audited Financial Statement. Landlord may not make such audits more than one time per calendar year, unless Tenant has defaulted in a matetial obligation that Tenant has failed to cure within the time period set forth in Section hereof, in which case landlord may exercise these rights at any time. Tenant shall make all records specified in the notice available at the time specified in the notice and at the place where the records are to be kept. All information so obtained by Landlord or otherwise obtained under the rent provisions of this I.ease shall be treated as confidential except in any litigation or arbitration proceedings between the parties and except, further, that Landlord may divulge the information to a prospective buyer or encumbrancer of the Premises or of landlord's interest in this Lease, or as Landlord is required to divulge by law. If the audit discloses that the amount of Annual Rent due was understated Tenant shall pay within 15 days the Annual Rent to Landlord. If the audit discloses that the amount of Annual Rent due was understated by more than 3 %, Tenant shall immediately pay the Annual Rent due to Landlord plus the cost of the audit, and if such discrepancy R:\cityatty~dda2 7 occurs more than one time during the term hereof, on the second and subsequent occasions Tenant shall pay as liquidated damages an amount equal to 15% of the gross Annual Rent payable for such Lease Year. Management. Tenant shall manage or muse the Premises to be managed in first class condition, consistent with other newly constructed rental housing projects, including market rate projects, in Riverside County, California, and in conformity with the Regulatory Agreement and the Management Plan approved by landlord pursuant to the DDA. Tenant has contracted with a management company or manager, which may be an Affiliate of Tenant, to operate and maintain the Site in accordance with the terms of this Lease (hereinafter "Property Manager" or "Management Company"); the selection and hiring of such management company was subject to, and the selection of any other manager shall be subject to, approval by Landlord's Executive Director, which approval shall not unreasonably be withheld. In accordance with the DDA, Tenant shall submit for the approval by l_andlord's Executive Director a "Management Plan" which sets forth the duties of the Property Manager, in accordance with the DDA. Tenant shall submit or shall cause its Property Manager to submit to Landlord's Executive Director on or before March 31, 1999, and each anniversary thereof, an annual budget for the ongoing operation of the Premises. At Landlord's request, delivered within 30 days after receipt of the budget, each of Tenant and Landlord shall cause its respective representative(s) to meet within thirty (30) days following the receipt of request to review the budget; such review is without obligation to either party to propose or agree to any modification of permitted Operating Expenses. In the event of "Gross Mismanagement" (as that term is defined below) of the Premises, Landlord shall have the right to require that such Gross Mismanagement cease immediately, and further to require the immediate replacement of the Property Manager if such condition is not corrected after expiration of thirty (30) days from the date of written notice from landlord. For purposes of this Lease, the term "Gross Mismanagement" shall mean management of the Premises in a manner which materially violates the terms and/or intention of this Lease to operate a high quality affordable housing complex, and shall include, but is not limited to, the following: Leasing to tenants who exceed the prescribed income levels without following prescribed or reasonable procedures to confirm their income; Allowing the tenants to exceed the prescribed occupancy levels without taldng prompt action to stop such overcrowding; R:\cityatty\dda2 8 Underfunding the prescribed Capital Replacement Reserve notwithstanding the generation of cash flow adequate to fully fund such Reserves in conformity with this Lease; Failing to timely maintain the Premises and the Site in accordance with the Management Plan and the manner prescribed in the DDA; Failing to submit timely and/or adequate annual Section 33418 reports as required by the Regulatory Agreement; Fraud or embezzlement of moneys; and Repeatedly failing to reasonably cooperate with the Riverside County Sheriff's Office, or the Temecula Police Department, as applicable, in maintaining a crime free environment on the Site. Notwithstanding the above, Tenant shall use its best efforts to correct any defects in management at the earliest feasible time and, if necessary, to replace the management company prior to the elapsing of such time period. Covenant to Pay Taxes. As additional rent, Tenant shall pay directly to the appropriate taxing authorities all taxes ("Taxes") levied or assessed upon or against the Premises during the term and all property taxes levied on personal property located on the Premises. All taxes shall be paid at least 10 days prior to their due date. Tenant shall furnish to Landlord at least 5 days prior to the date when any Taxes would become delinquent receipts or other appropriate evidence establishing their payment, and before any fine, interest or penalty shall become due or be imposed by operation of law for their non-payment, and Tenant shall promptly furnish to Landlord satisfactory evidence establishing such payment. Tenant may comply with this requirement by retaining a tax service to notify Landlord whether the taxes have been paid. Definition of Taxes. The term "Taxes" shall include all real property taxes (including increases in real property taxes caused by reappraisals that are the result of changes in the ownership of Landlord's interest), possessory interest taxes, personal property taxes, charges and assessments, (including street improvement liens) which are levied, assessed upon or imposed by any governmental authority or political sub- division thereof during any calendar year of the Term hereof with respect to the Premises and the Site and any improvements, fixtures, and equipment and all other property of Tenant or Landlord, real or personal, or used in connection with the operation of the Premises and any tax which shall be levied or assessed in addition to or in lieu of such real R:\cityatty\dda2 9 or personal property taxes, and any license fees, tax measured by or imposed upon rents, or other tax or charge upon Landlord's leasing of the Site or the receipt of rent hereunder. All assessments, taxes, fees, levies and charges imposed by governmental agencies for services such as fire protection, street, sidewalk and road maintenance, refuse removal and other public services generally provided without charge to owners or occupants prior to the adoption of Proposition 13 by the voters of the State of California in the June 1978 election, also shall be deemed included within the definition of "taxes" for the purposes of this Lease. Possessory Interest. Pursuant to Health and Safety Code Section 33673, the Site is required to be assessed and taxed in the same manner as privately owned property. Tenant shall pay taxes upon the entire property and not merely the assessed value of its leasehold interest. Landlord will provide notice to the Riverside County Assessor within thirty (30) days of the commencement of this Lease as required by Health and Safety Code Section 33673.1; provided that the failure to do so, by Landlord, shall not be deemed to constitute a default or waiver of Landlord's right to do so retroactively. Tenant shall not apply for or receive any exemption from the payment of property taxes and assessments. Proration of Tenant's Tax I iahility. Tenant's liability to pay Taxes shall be prorated on the basis of a 365-day year to account for any fractional portion of a fiscal tax year included in the term at its commencement or expiration. Construction by Tenant. Condition of the Premises. Tenant hereby approves the physical condition of the Site. Landlord hereby leases the Premises to Tenant in an "as is" condition, and Landlord makes no warranty whatsoever to Tenant as to the condition of any portion of the Site, including whether the Site contains any Hazardous Substances. Tenant has inspected the Site and Tenant has determined that the Site is suitable for Tenant's purposes. Tenant acknowledges and agrees: Landlord has made no reputation or warranty with respect to the Site, and that prior to the Close of Escrow, Landlord will make no representations and warranties with respect to the Site other than those contained in this Agreement. rehabilitating the existing thereon. It is leasing the Site with the ultimate objective of improvements and constructing new improvements Its decision to purchase the Site will be based on the results of its analysis and the reports it has previously obtained. R:\¢ityatty\dda2 10 Landlord has made no representation or warranty as to the accuracy or completeness of any reports and other materials prepared by persons other than landlord and delivered by Landlord to Tenant, and Tenant is not relying on the accuracy and completeness of any such reports and other materials prepared by persons other than Landlord. Landlord has made no representation or warranty with respect to the use, fitness for a particular reason, zoning, value, improvements, square footages or any other condition of the Site or the improvements thereon. Tenant is leasing the Site in "AS-IS," "WHERE-IS" condition "WITH ALL FAULTS." Tenant agrees that Landlord has no obligation to remedy any faults, defects, or other adverse conditions described in any report or other material obtained by Tenant or delivered by Landlord to Tenant, including the remediation of any Hazardous Material on the Site. Tenant, on its own behalf and on behalf of all of Tenant's successors and assigns, hereby releases Landlord on account of any hazardous materials that may be in, on or about the Site. Tenant hereby agrees to indemnify and defend the City and/or Landlord for any claims which may be asserted against the City and/or Landlord under the Comprehensive Environmental Response and Compensation and Liability Act, as amended (42 U.S.C. Section 9601 et seq.) CCERCLA") or under any other county, state, federal, or local environmental law for any conditions existing during the time Tenant has title to the Site, and provided such indemnitee is not responsible for such conditions. This indemnity shall not apply in the event of the indemnitee's own gross negligence or wilful misconduct. Commencement of Construction. Within the time period set forth in the Schedule of Performance, Tenant shall commence to demolish and/or remodel any existing structures from the Site and immediately thereafter commence the construction of the improvements substantially in accordance with plans and specifications submitted to the City by Tenant, and consistent with the Scope of Development. Any improvements existing on the Site at the Commencement Date of this Lease shall become Tenant's property and Tenant may use, sell, demolish, remove, or otherwise dispose of them when necessary for Tenant to commence the new construction provided for below. Landlord shall receive no com- pensation for the improvements other than the performance of Tenant's covenants expressed in this Lease. R:\cityatty\dda2 11 Subject to the provisions of Section, at any time and from time to time during the term, Tenant may, but is not obligated to, construct or otherwise make new improvements on any part or all of the Site and to demolish, remove, replace, alter, relocate, reconstruct, or add to any existing improvements in whole or in part, and to modify or change the contour or grade, or both, of the Site, provided the improvements following the work are at least equal in value to any improvements as were on the Site before being demolished, removed, replaced, altered, relocated, reconstructed, modified, or changed, and provided that such work will not result in diminution in value of the Premises. All salvage shall belong to Tenant. Completion of Construction. Once the work is approved by Landlord, Tenant shall with reasonable diligence prosecute to completion all construction of the improvements in accordance with the Schedule of Performance. Construction of the improvements shall be completed and ready for use no later than August 31, 1999, provided that the time for completion shall be extended for as long as Tenant shall be prevented from completing the construction by delays due to Force Majeure (as defined in Section ). All work shall be performed in a good and workmanlike manner, shall substantially comply with the plans and specifications submitted to Landlord and shall comply with all applicable governmental permits, laws, ordinances and regulations. The parties acknowledge that it is common practice in the construction industry to make minor changes during the course of construction without substantially altering the plans and specifications previously approved by Landlord; on completion of the work, Tenant shall provide Landlord notice of all changes in plans and specifications made during the course of the work and shall, at the same time, supply I.andlord with "as built" drawings accurately reflecting all such changes. Compliance with State I,~w and Prevailing Wa~e. Tenant represents and warrants that all of the improvements constructed by Tenant shall be constructed in compliance with the current City and State of California standards and laws applicable to the construction of public improvements, and in compliance with all applicable law or regulation with respect to the payment of prevailing wages, to the extent applicable to Tenant. The parties agree that one of the purposes of this Lease is for the improvements of the Premises on the Site, and is not, nor is it intended to be, a public works contract. In performing this Lease, Tenant is an independent contractor and is not the agent of Landlord. Landlord shall not have any responsibility for payment to any contractor or supplier of Tenant. Notwithstanding the foregoing, Tenant understands that it may be subject to certain public contract requirements as provided by law, and to the extent that Tenant is subject to such requirements, Tenant shall comply with all such requirements. Mechanics' I iens. Tenant shall pay all costs for construction done by it or caused to be done by it on the Site as permitted or required by this Lease. Tenant shall keep the Premises free and clear of all mechanics' liens resulting from R:\¢ityatty\dda2 12 construction done by or for Tenant. If a mechanic' s lien is recorded against the Premises, then Tenant's failure to discharge same, by bond or otherwise, within 30 days after the filing thereof, shall be a default hereof. Tenant shall have the right to contest the correctness or the validity of any such lien if, immediately on demand by Landlord, Tenant procures and records a lien release bond issued by a corporation authorized to issue surety bonds in California in an amount equal to one and one-half times the amount of the claim of lien. The bond shall meet the requirements of Civil Code §3143 and shall provide for the payment of any sum that the claimant may recover on the claim (together with costs of suit, if it recovers in the action). Tenant shall hold harmless, defend and indemnify Landlord and the Premises and the Site against all liability and loss of any type arising out of work performed on the Site by Tenant, together with reasonable attorneys' fees and all costs and expenses reasonably incurred by Landlord in negotiating, settling, defending or otherwise protecting against such claims. If Tenant does not cause to be recorded the bond described in California Civil Code Section 3142 or otherwise protect the Site under any alternative or successor statue, and a final judgment has been rendered against Tenant by a court of competent jurisdiction for the foreclosure of a mechanics' materialman's, contractor's or subcontractor's lien claim, and if Tenant fails to stay the execution of the judgment by lawful means or to pay the judgment, Landlord shall have the right, but not the duty, to pay or otherwise discharge, stay or prevent the execution of any such judg- ment or lien or both. Tenant shall reimburse Landlord for all sums paid by Landlord under this section, together with all Landlord's attorneys fees and costs, plus interest on those sums, fees, and costs, at the maximum legal rate that may be charged by non-exempt lenders under the usury laws of the State of Califomia. On completion of any substantial work of improvement during the term, Tenant shall file or cause to be filed a notice of completion. Tenant hereby appoints Landlord as Tenant's attorney-in-fact to file the notice of completion on Tenant's failure to do so after the work of improvement has been sub- stantially completed. }=-ar, ements, 7oning and Other Restfictions. Fa~ments and Dedications. In order to provide for the more orderly development of the Site, it may be necessary, desirable or required that street, water, sewer, drainage, gas, power line and other easements and dedications, and similar rights be granted or dedicated over or within portions of the Site. Landlord shall, upon request of Tenant, join with Tenant in executing and delivering such documents, from time to time, and throughout the term of this Lease, as may be appropriate, necessary or required by the several governmental agencies, public utilities and companies for the purpose of granting such easements and dedications, as long as such easements and dedications do not extend beyond the term of this Lease. ZOItillg. In the event that Tenant deems it necessary or appropriate to obtain use, zoning or subdivision and precise plan approval and permits for the Site, or any part thereof, Landlord agrees, from time to time upon request of R:\cityalty\ddn2 13 Tenant, to execute such documents, petitions, applications and authorizations as may be appropriate or required for the purposes of obtaining conditional use permits, zoning and rezoning, tentative and final map approval, precise plan approval, and further, for the purposes of annexation to or the creation of districts and governmental subdivisions, with respect to the Site, or any part thereof. This paragraph shall apply to Landlord solely in its capacity as owner of the Site, and shall not in any way restrict or bind Landlord acting in its governmental capacity. F.~enses. In each of the foregoing instances, Landlord shall be without expense therefor, the cost and expense thereof (including Landlord's attorneys fees) to be borne solely by Tenant, and Tenant shall reimburse Landlord on demand for the reasonable costs and expenses so incurred by Landlord. Ownership of Imorovements. The improvements on the Premises shall be owned by Tenant until the expiration or sooner termination of the Term. Tenant shall not, however, remove any improvements from the Premises nor waste, destroy or modify any improvements on the Premises, except as permitted by this Lease. The parties covenant and agree for themselves and all persons claiming under them that the improvements are real property. Upon expiration or sooner termination of the Term of this Lease, all improvements on the Premises shall, without compensation to Tenant, thereupon become Landlord's property free and clear of all claims and encumbrances to or against them by Tenant or any third person, and Tenant shall defend and indemnify Landlord against all liability and loss arising from any competing claims of ownership. Hazardous Substances. Tenant shall not use, handle, store, transport, generate, release, or dispose of any Hazardous Substances on, under, or about the Premises, except that Tenant may use small quantities of common chemicals customarily used in an office such as adhesives, lubricants, and cleaning fluids in order to conduct business at the Premises. Tenant shall comply at Tenant' s sole cost and expense with any Environmental Laws. At any time during the term of this Lease, Tenant shall, within ten (10) days after written request from Landlord, disclose in writing all Hazardous Substances that are being used by Tenant on the Premises, the nature of the use, and the manner of storage and disposal. Tenant agrees to indemnify, defend and hold Landlord harmless from any liabilities, losses, claims, damages, penalties, fines, attorney fees, expert fees, court costs, remediation costs, investigation costs, or other expenses resulting from or arising out of the use, storage, treatment, transportation, release, or disposal of Hazardous Substances on or about the Premises by Tenant. This covenant shall survive the assignment or sale of Tenant's interest in this Lease and the expiration or sooner termination of this Lease. Utilities and Services. Tenant shall make all arrangements for and pay (or cause its subtenants to pay) for all utilities and services furnished to or used by it or its subtenants, including, without limitation, gas, electricity, water, telephone service, R:\cityatty\dda2 14 communications, cable television, and trash collection, and for all connection charges. Maintenance. Throughout the Term, Tenant shall, at Tenant's sole cost and expense, maintain the Premises and every part thereof (including all parking, pedestrian walkways, and common areas) in good condition and repair and in accordance with (i) all applicable laws, rules, ordinances, orders and regulations of federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials; (ii) the insurance underwriting board or insurance services office having or claiming jurisdiction over the Premises; and (iii) all insurance companies insuring all or any part of the Premises. Landlord shall not have any responsibility to maintain the Premises whatsoever. Tenant shall not incur any expense in connection with the operation, maintenance or repair of the Premises in excess of $10,000.00 for any one item in any one calendar year, without obtaining the prior written consent of Landlord's executive director (except in the case of emergency, in which case no notice is required unless the cost of same exceeds $25,000.00, and in which case telephone notice shall suffice). Landlord's consent shall not unreasonably be withheld. Such amounts shall be adjusted annually to an amount equal to the product of such amounts multiplied by the Consumer Price Index (the "CPI") for All Urban Consumers, U.S. City Average (1982-1984 = 100) (as published by the U.S. Department of Labor, Bureau of Labor Statistics) for the month of August of such calendar year, and divided by the CPI for the month of August, 1998, or the most closely related successor index if the CPI ceases to be published. Landscape maintenance shall include, but not be limited to: commercially reasonable watering/irrigation; fertilization; mowing, edging, and trimming of grass; tree and shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road conditions and visibility, and optimum irrigation coverage; replacement, as needed, of all plant materials; control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for support of trees. clean-up maintenance shall include, but not be limited to: commercially reasonable maintenance of all private paths,parking areas, driveways and other paved areas in clean and weed-free condition; maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly; removal of all trash, litter and other debris from improvements and landscaping prior to mowing; clearance and cleaning of all areas maintained prior to the end of the day on which the maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris are properly disposed of by maintenance workers. All maintenance work shall conform to all applicable federal and state Occupation Safety and Health Act standards and regulations for the performance R:\cityatty~dda2 15 of maintenance. Any and all chemicals, unhealthful substances, and pesticides used in and during maintenance shall be applied only by persons in strict accordance with all governing regulations. Parking lots, lighting fixtures, trash enclosures, and all areas shall be kept free from any accumulation of debris or waste materials by regularly scheduled maintenance. The Premises shall be maintained in conformance and in compliance with the approved construction and architectural plans and design scheme, as the same may be mended from time to time with the approval of the City (and Landlord, if such approval is required). Except as provided in Section hereof, Tenant shall promptly and diligently reindr, restore, and replace as required to maintain or comply as above, or to remedy all damage to or destruction of all or any part of the improvements. The completed work of maintenance, compliance, repair, restoration, or replacement shall be substantially equal in value, quality and use to the condition of the improvements before the event giving rise to the work, except as expressly provided to the contrary in this Lease. Landlord shall not be required to furnish any services or facilities or to make any repairs or alterations of any kind in or on the Premises. Landlord's election to perform any obligation of Tenant under this provision on Tenant's failure or refusal to do so shall not constitute a waiver of any right or remedy for Tenant's default, and Tenant shall promptly reimburse, defend and indemnify Landlord against all liability, loss, cost and expense arising from it. Nothing in this provision defining the duty of maintenance shall be construed as limiting any right given elsewhere in this Lease to alter, modify, demolish, remove, or replace any improvement, or as limiting provisions relating to condemnation or to damage or destruction during the final year or years of the Term. No deprivation, impairment, or limitation of use resulting from any event or work contemplated by this section shall entitle Tenant to any offset, abatement, or reduction in rent nor to any termination or extension of the Term. In determining whether Tenant has acted promptly as required under the foregoing section, one of the criteria to be considered is the availability of any applicable insurance proceeds. Tenant waives the provisions of California Civil Code Sections 1941 and 1942 with respect to Landlord's obligations for tenantability of the Premises and Tenant's right to make repairs and deduct the expenses of such repairs from R:\cRyaUy\dda2 16 rent. Cqpital Replacement Reserve. Commencing as of the first month following the first anniversary of the completion of the first housing unit (as such completion is evidenced by the issuance of a certificate of occupancy by the City as to the corresponding building) Tenant set aside as a "Capital Replacement Reserve' an amount equal to one-twelfth (1/12th) of the sum of $250 per each completed housing unit, which shall be deposited into a separate interest-bearing trust account. Funds in the Capital Replacement Reserve shall be used for capital replacements to the Premises' fixtures and equipment which are normally capitalized under generally accepted accounting principles. As capital repairs and improvements of the Premises become necessary, the Capital Replacement Reserve shall be the first source of payment therefor; provided, however, that Tenant may first use other funds for payment with the prior consent of Landlord's Executive Director, which approval shall not be unreasonably withheld. The non- availability of funds in the Capital Replacement Reserve does not in any manner relieve Tenant of the obligation to undertake necessary capital repairs and improvements and to continue to maintain the Site in the manner prescribed in Section hereof and the DDA. Tenant, at its expense, shall submit to Landlord on not less than an annual basis an accounting for the Capital Replacement Reserve. Capital repairs to and replacement of the improvements on the Premises shall include only those items with a long useful life, including without limitation the following: Appliance replacement; Hot water heater replacement; Plumbing fixtures replacement, including tubs and showers, toilets, lavatories, sinks, faucets; Air conditioning and heating replacement; Asphalt replacement; Roofing replacement; Landscape tree replacement and irrigation pipe and controls replacement; Gas line pipe replacement; R:\¢ityatty\dda2 17 Lighting fixture replacement; and Miscellaneous motors and blowers. Alterations. Neither Tenant nor any subtenant shall make any alterations or additions to the Premises (other than non-structural alterations costing not more than $10,000) without Landlord's prior written consent, which shall not be unreasonably withheld. (Landlord acknowledges that items of ordinary maintenance and repair are not alterations or additions for the purposes hereof.) If Tenant or any subtenant makes any alterations to the Premises as provided in this section, the alterations or additions shall not be commenced until 20 days after Landlord has received notice from Tenant or the subtenant stating the date the installation of the alterations or additions is to commence so that Landlord can post and record an appropriate notice of nonresponsibility. Such $10,000 amount shall be adjusted annually to an amount equal to the product of $10,000 multiplied by the CPI for the month of August of such calendar year, and divided by the CPI for the month of August, 1998, or the most closely related successor index if the CPI ceases to be published. Destruction. I,.a~ to Govern Tenant's Rights. Tenant waives the provisions of Civil Code Sections 1932(2) and 1933(4) with respect to any destruction of the Premises, and agrees that Tenant's rights in case of destruction shall be governed solely by the provisions of this I.ease. Restoration by Tenant. Except as provided below, Tenant shall promptly and diligently repair, restore and replace as required to maintain the Premises in first class condition and repair, or to remedy all damage to or destruction of all or any part of the improvements from any cause whatsoever, so long as the cost of the work so required does not exceed 50 % of the replacement cost of the Premises (or, in the last two Lease Years of the Term, 25 % of the replacement cost of the Premises). The completed work of maintenance, compliance, repair, restoration or replacement shall be equal in value, quality and use to the condition of the Premises before the event giving rise to the work, except as expressly provided to the contrary in this lease. Landlord shall not be required to furnish any services or facilities or to make any repairs or alterations of any kind in or on the Premises. Landlord's election to perform any obligation of Tenant under this provision on Tenant's failure or refusal to do so shall not constitute a waiver any right or remedy for Tenant's default, and Tenant shall promptly reimburse, defend and indemnify Landlord against all liability, loss, cost and expense arising from it. Any casualty or destruction shall not terminate this Lease. Abatement or Reduction of Rent. In case of any damage or destruction, there shall be no abatement or reduction of Rent or other charges. R:\¢ityatty\dda2 18 Extraordinary Damage or Destruction; Tenant's Right to Terminate. If at any time during the Term more than 50% of the floor area of the improvements comprising the Premises is destroyed, or, if during the last 2 Lease Years of the Term 25 % of the floor space of the improvements comprising the Premises is destroyed, then Tenant shall have the option of repairing and reconstructing the Premises or of terminating this Lease. If Tenant elects to repair and reconstruct, Tenant shall promptly do so in accordance with the terms of this Lease. To exercise its right of termination, Tenant must comply with all of the following conditions: Give Landlord notice of termination within 30 days after the damage or destruction, specifying the date of termination which shall be not less than 60 days nor more than 120 days after the date such notice of termination is given; Tenant's part under this Lease; Prior to the termination date, cure any defaults on Continue to make all payments when due as required by the provisions of this Lease until the date of termination; Prior to the termination date, pay in full any outstanding indebtedness incurred by Tenant and secured by an encumbrance or encumbrances on the leasehold, or alternatively, deliver to Landlord the written consent of the holders of all such encumbrances to the early termination of this Lease and extinguishment of their liens; On or before the termination date, deliver possession of the Premises to Landlord, quitclaim all right, title and interest in the Premises to Landlord and cease to do business on the Premises; Prior to the termination date, cause to be discharged all liens and encumbrances resulting from any act or omission of Tenant; Prior to the termination date, effectively relinquish, assign, and deliver to Landlord all insurance proceeds resulting from the casualty, less the amounts required to pay in full the Loan. Insurance Proceeds. If Tenant is obligated or elects to restore the Premises pursuant to this Section, the proceeds of any insurance maintained under this Lease shall be made available to Tenant by Landlord for payment of costs and expenses of repair. If the insurance proceeds are insufficient to cover the cost of repair, then any amounts required over the amount of the insurance proceeds received that are required to complete said repair shall be paid by Tenant. Tenant shall deposit with Landlord (or the Mortgagee) the deficiency prior to expending any insurance proceeds. R:\cityatty\dda2 19 Insurance and Indemnity. l,iability Insurance. Tenant shall procure at its sole cost and expense, and keep in effect from the Commencement Date of this Lease and at all times until the end of the Term, Commercial General Liability Insurance applying to the use and occupancy of the Premises, or any part thereof, and the business operated by Tenant, its sublessees, licensees, employees, agents, or any other occupant, on the Premises. Such insurance shall include Blanket Contractual Liability coverage. Such coverage shall have a minimum combined single limit of liability of at least Three Million Dollars ($3,000,000). All such policies shall be written to apply to all bodily injury, property damage, personal injury and other covered loss, however occasioned, occurring during the policy term, shall be endorsed to add Landlord and the City of Temecula and their members, officers, employees and agents as additional insureds, and to provide that such coverage shall be primary and that any insurance maintained by Landlord shall be excess insurance only. Such coverage shall be endorsed to waive the insurer's rights of subrogation against Landlord. The Commercial General Liability insurance shall be in force the first day of the Term of this Lease. Tenant shall also maintain Workers' Compensation insurance in accordance with California law, and an employer's liability insurance endorsement with customary limits. Any policy shall be endorsed with a waiver of subrogation clause for Landlord and the City and their members, officers, employees, and agents. All insurance described in this Section shall be endorsed to provide Landlord with 30 days' advance notice of cancellation or change in its terms. If at any time during the term the amount or coverage of insurance which Tenant is required to carry under this Section is, in Landlord's reasonable judgment, materially less than the amount or type of insurance coverage typically carried by owners or lessees of properties located in Riverside County, California, which are comtntrable to other properties as the Premises, Landlord shall have the right to require Tenant to increase the amount or change the types of insurance coverage required under this Section. Such requirements shall be designed to assure protection from and against the kind and extent of risks which exist at the time a change in insurance is required. Landlord shall notify Tenant in writing of changes in insurance requirements and, if Tenant does not deposit certificates evidencing acceptable R:\¢ityatty\dda2 20 insurance policies with Landlord incorporating such changes within sixty (60) calendar days of receipt of such notice, this Tenant shall be in default under this Lease without the requirement of further notice to Tenant, and Landlord shall be entitled to exercise all legal remedies. If Tenant fails or refuses to maintain insurance as required hereunder, or fails to provide the proof of insurance, Landlord shall have the right to declare this Lease in default without further notice to Tenant, and Landlord shall be entitled to exercise all legal remedies for breach of this Lease. The procuring of such required policies of insurance shall not be construed to limit Tenant's liability hereunder, nor to fulfill the indemnification provisions and requirements of this Lease. Notwithstanding said insurance policies, Tenant shall be obligated for the full and total amount of any damage, injury, or loss mused by negligence or neglect connected with this Lease or with the use or occupancy of the Premises. Property Iusurauce. Tenant shall obtain and keep in force during the term of this Lease a policy of insurance covering loss or damage to the Premises, and all personal property of Tenant, in the amount of the full replacement value thereof, as the same may exist from time to time, but in no event less than the total amount required by lenders having liens on the Premises, against all perils included within the classification of fire, extended coverage, builder's risk, vandalism, malicious mischief ("all risk," as that term is used in the insurance industry). Tenant shall, in addition, obtain and keep in force during the term of this Lease a policy of rental value insurance covering a period of one year, with loss payable to Landlord and the Mortgagee, as their interests may appear, which insurance shall also cover one year's Annual Rent, all real estate taxes, and all insurance costs for said period. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $10,000 per occurrence, and Tenant shall be liable for such deductible amount. In addition to the foregoing, Tenant shall insure its furniture, fixtures, and equipment in their full replacement value. Not less often than every three and one-half (3-1/2) years during the term of this Lease, Tenant and Landlord shall agree in writing on the full replacement cost of the Premises and all improvements thereon. If, in the opinion of Landlord, the amount or type of property damage insurance coverage, or an other amount or type of insurance at that time is not adequate or not provided for herein, Tenant shall either acquire or increase the insurance coverage as required by Landlord. R:\cityatty~dda2 21 Insurance Policies. If Tenant shall fail to obtain any insurance required hereunder, landlord may, at its election, obtain such insurance and Tenant shall, as additional rent, reimburse Landlord for the cost thereof plus a ten percent (10%) handling charge, within five (5) days following demand therefor. Insurance required hereunder shall be issued by companies reasonably satisfactory to Landlord. Tenant shall deliver to Landlord copies of policies of such insurance or certificates evidencing the existence and amounts of such insurance with loss payable clauses as required by this Section. No such policy shall be cancelable or subject to reduction of coverage or other modification except after fifteen (15) days' prior written notice to Landlord. Tenant shall, at least thirty (30) days prior to the expiration of such policies, furnish Landlord with renewals or "binders" thereof. Tenant shall not do or permit to be done anything which shall invalidate the insurance policies referred to in this Section . If Tenant does or permits to be done anything which shall increase the cost of the insurance policies referred to in Section, then Tenant shall forthwith upon Landlord's demand reimburse Landlord for any additional premiums attributable to any act or omission or operation of Tenant causing such increase in the cost of insurance. All policies of insurance shall name Landlord, the City, and, at Landlord's option, any additional parties designated by Landlord, as an additional insured. All insurance required to be provided hereunder is in addition to, and not in lieu of, the indemnity provisions of Sections and hereof. Tenant shall not use the Premises in any manner, even if the use is for purposes permitted herein, that will result in the cancellation of any insurance which within five (5) calendar days cannot be renewed or replaced. Tenant further agrees not to keep on the Premises or permit to be kept, used, or sold thereon, anything prohibited by any fire or other insurance policy covering the Premises. Tenant shall, at Tenant's sole cost and expense, comply with any and all requirements, in regard to the Premises, of any insurance organization necessary for maintaining fire and extended coverage insurance. Waiver of Subrogation. Tenant and Landlord each hereby release and relieve the other, and the City, and waive their entire right of recovery against the other and the City for loss or damage arising out of or incident to the perils insured against under Section which perils occur in, on, or about the Premises, whether due to the negligence of Landlord or Tenant or their agents, employees, contractors and/or invitees. Tenant and Landlord shall, upon obtaining the policies of insurance required hereunder, give notice to the insurance carder or carders that the foregoing mutual waiver of subrogation is contained in this Lease. Indemnity. Tenant shall indemnify, defend, protect, and hold harmless Landlord from and against any and all claims, losses, proceedings, damages, causes of action, liability, costs and expenses, (including attorneys' fees) arising from or R:\¢ityatty\dda2 22 in connection with, or caused by (i) any act, omission or negligence of Tenant or any sublessee of Tenant, or their respective contractors, licensees, invitees, agents, servants or employees, wheresoever the same may occur; (ii) any use of the Premises, or any accident, injury, death or damage to any person or property occurring in, on or about the Premises, or any part thereof, or from the conduct of Tenant's business or from any activity, work or thing done, permitted or suffered by Tenant or its sublessees, contractors, employees, or invitees, in or about the Premises or elsewhere (other than arising as a result of Landlord's gross negligence or intentional misconduct); and (iii) any breach or default in the performance of any obligations on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of Tenant, or any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel satisfactory to landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause other than Landlord's gross negligence or intentional acts, and Tenant hereby waives all claims in respect thereof against Landlord. These provisions are in addition to, and not in lieu of, the insurance required to be provided by Sections and hereof. Landlord further agrees to indemnify, defend, and hold Tenant harmless from any claims, losses or damages that result from any personal injury or property damage occurring on any property owned by Landlord that is adjacent to the Premises that is not leased to Tenant or which is to be maintained by Tenant, unless such personal injury or property damage results from Tenant's negligent or intentional act or omission. Exemption of I andlord from I.iahility. Tenant hereby assumes all risks and liabilities of a landowner in the possession, use or operation of the Premises. Tenant hereby agrees that Landlord shall not be liable for injury to Tenant's business or any loss of income therefrom or for damage to the goods, wares, merchandise or other property of Tenant, Tenant's employees, invitees, customers, contractors, workers, or any other person in or about the Premises, including any liability arising from the physical condition of the Premises or the presence of any hazardous or toxic materials or substances on the Premises, nor shall Landlord be liable for injury to the person of Tenant, Tenant's employees, agents or contractors, whether such damage or injury is caused by or results from hazardous or toxic materials or substances, fire, steam, electricity, gas, water, or rain, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether the said damage or injury results from conditions arising upon the Premises or from other sources or places and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant. These provisions are in addition to, and not in lieu of, the insurance required to be provided by Sections and hereof. Nothing contained herein shall be construed as excusing landlord from liability for its gross negligence or intentional misconduct. R:\cityatty\dda2 23 Condemnation. Definitions. "Condemnation" means (A) the exercise of any governmental power, whether by legal proceedings or otherwise, by a Condemnor and (B) a voluntary sale or transfer by Landlord to any Condemnor, either under threat of condem- nation or while legal proceedings for condemnation are pending. "Date of Taking" means the date the Condemnor has the right to possession of the property being condemned. "Award" means all compensation, sums, or anything of value awarded, paid, or received on a total or partial condemnation. "Condemnor" means any public or quasi-public authority, or private corporation or individual, having the power of condemnation. Rights and Oblig~ations Governed by T.oa.qe. If during the term there is any taking of all or any part of the Premises or any interest in this Lease by Condemnation, the rights and obligations of the parties shall be determined pursuant to this Section. Each party waives the provisions of California Code of Civil Procedure Section 1265.130 allowing either party to petition the Superior Court to terminate this Lease in the event of a partial taking of the Premises. Total Takirtg. If the Premises are totally taken by Condemnation, this Lease shall terminate on the Date of Taking. Partial Takirt~. If any portion less than all of the Premises is taken by Condemnation, this Lease shall remain in effect, except that Tenant can elect to terminate this Lease if the portion of the Premises not so taken cannot be so repaired or reconstructed, taking into consideration the amount of the award available for repair, so as to be suitable for Tenant's continued use of the Premises for the same use as the Premises are being used immediately prior to the taking and the remaining premises would not be economically feasibly usable by Tenant. If Tenant elects to terminate this Lease, Tenant must exercise its right to terminate by giving notice to Landlord within 90 days after the nature and the extent of the taking have been finally determined. If Tenant elects to terminate this Lease, Tenant also shall notify Landlord of the date of termination, which date shall not be later than 180 days after Tenant has notified l_andlord of its election to terminate; except that this Lease shall terminate on the Date of Taking if the Date of Taking falls on a date before the date of termination as designated by Tenant. If Tenant does not terminate this Lease within the ninety-day period, this Lease shall continue in full force and effect without any modification in rent payable hereunder. R:\cityatty\dda2 24 No g. ffect on Rent. If any portion of the Premises is taken by Condemnation and this Lease remains in full force and effect, there shall be no effect on the Rent or other charges payable hereunder. Restoration of Premises. If there is a partial taking of the Premises and this Lease remains in full force and effect and pursuant to Section, Tenant shall accomplish all necessary restoration. Temporary Taking. On any taking of the temporary use of all or any part or parts of the Premises for a period, or of any estate less than a fee, ending on or before the expiration date of the Term, neither the term nor the rent shall be reduced or affected in any way, and Tenant shall be entitled to any Award for the use or estate taken. If a result of the taking is to necessitate expenditures for changes, repairs, alterations, modifications, or reconstruction of the improvements, the Award shall be paid to Tenant, and Tenant shall accomplish all necessary changes, repairs, alterations, modifications, or l'econstmction of the improvements. At the completion of the work and the discharge of the Premises from all liens and claims, Tenant shall be entitled to any surplus and shall be liable for any deficit. If any such taking is for a period extending beyond the expiration date of the Term, the taking shall be treated under the foregoing provisions for total and partial takings, depending upon whether the temporary taldng is of all or only a part of the Premises. Application of Award. No award for any partial or entire taking shall be apportioned, and Tenant hereby assigns to Landlord any award which may be made in such taking or condemnation, together with any and all rights of Tenant now or hereafter arising in or to the same or any part thereof; provided, however, that nothing contained herein shall be deemed to give Landlord any interest in or require Tenant to assign to Landlord any award made to Tenant for the loss of goodwill and relocafion expenses recoverable against the condemning authority, or in the event of a partial taking, the cost of restoring the Premises to a usable condition. Assignment, Subletting and g. ncumbering. Except as provided in Section and Section hereof to the contrary, Tenant shall not voluntarily assign or encumber its interest in this Lease, in the Site, or in the Premises, or sublease substantially all or any part of the Site or the Premises, or allow any other person or entity (except Tenant's authorized representatives) to occupy or use all or any part of the Premises, without Landlord's consent, which consent may be granted or withheld in Landlord's sole and absolute discretion. For the purposes hereof, an "encumbrance" shall mean mortgage, deed of trust, pledge, hypothecation, collateral assignment, land sale contract, sale and lease-back, lease or other financing device. Assignment, subleasing or encumbering the Premises is absolutely prohibited except where expressly permitted herein. Any such attempted assignment, R:\¢ityatty\dda2 25 encumbrance, or sublease shall be voidable and, at Landlord's election, shall constitute a default hereunder. No consent to any such assignment, encumbrance, or sublease shall constitute a further waiver of the provisions of this section. Notwithstanding the foregoing, the transfer of limited partnership interests in the Tenant and any ownership interest in Tenant's limited partners is not prohibited. If Tenant is a corporation or a limited liability company, then any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer of a controlling percentage of the capital stock or membership interests of Tenant shall be deemed a voluntary assignment hereof. The phrase 'controlling percentage~ means the ownership of, or the right to vote, stock possessing 25 % or more of the total combined voting power of all classes of Tenant's capital stock or membership interest issued, outstanding, and entitled to vote for the election of directors or managers. This paragraph shall not apply if the stock of Tenant is publicly traded through an exchange or over the counter. Notwithstanding the foregoing, an assignment of this Lease by means of foreclosure of the deed of trust securing the Agency Loan, or a deed in lieu of foreclosure, and the acquisition by the beneficiary thereof or a purchaser at foreclosure from such beneficiary, shall not be deemed an assignment of this Lease; provided, however, the net proceeds of the sale or assignment hereof in excess of all amounts due to such beneficiary by law shall be assigned to and delivered to Landlord. Tenant shall have the right to sublet the Premises or any portion thereof, for occupancy leases to Persons or Families of Low or Very Low Income. Each sublease shall contain a provision, satisfactory to Landlord and to each lender having an interest at the time the sublease is executed, requiring the subtenant to attorn to Landlord, or, in the event of any proceeding to foreclose any leasehold encumbrance, to the lender, or any person designated in a notice from such lender, if Tenant defaults under this Lease and if the subtenant is notified by Landlord or the lender of Tenant's default and is instructed to make such subtenant's rental payments to Landlord or the lender or designated parson. Tenant shall, promptly after execution of each sublease, notify Landlord of the name and mailing address of the subtenant and shall, on demand, permit Landlord to examine and copy the sublease. Tenant shall not accept, directly or indirectly more than one (1) month's prepaid rent from any subtenant nor a security deposit in excess of two (2) months' Rent. R:\cityatty\dda2 26 Origination and Refinancing of Agency 1 oan; g. ncumbrance or Assignment a.q Security. Notwithstanding any other provision contained in this Lease, Tenant shall have the right to encumber or assign its interest in this Lease by means of a first leasehold encumbrance to any institutional lender or Landlord for the purpose of refinancing the Washington Mutual Loan and the Agency Loan (as defined in the DDA), subject to the following limitations: The principal amount thereof does not exceed the unpaid principal balance of the Washington Mutual Loan and the Agency Loan at the time of the refinancing. The interest rate is a fixed rate and it does not exceed the interest rate on the Washington Mutual Loan and the Agency Loan. The monthly payments of principal and interest does not exceed the monthly payments of principal and interest on the Washington Mutual Loan and the Agency Loan. The loan requires the payment of principal and interest in equal monthly installments through the date that is 28 years after the date hereof. Prior to execution of any such encumbrance (or any amendment, supplement or modification thereto) a true copy of such instrument(s) and the obligation(s) secured thereby be delivered to Landlord for Landlord's review and approval, together with a written notice of the name and mailing address of the Lender. The encumbrance documents shall, at the option of Landlord, provide that any proceeds from fire or extended coverage insurance shall be used for repair or rebuilding of the improvements and not to repay part of the outstanding obligation to the Lender, so long as the Lender's Lien is adequately secured. The encumbrance shall contain provisions that all notices of default under the note and deed of trust must be sent to Landlord and Tenant and that Landlord shall have the right to cure any default if Tenant fails to do so. Landlord shall have 120 days in which to cure any default after the time for Tenant to cure it has expired. Neither Landlord's right to cure any default nor any exercise of such a right shall constitute an assumption of liability under the note or deed of trust. If any default is non- curable, it shall not be grounds for foreclosure of the encumbrance if Landlord, or Tenant in possession of the Premises, promptly performs all other provisions of the note and deed of trust. Landlord's acquisition of Tenant's leasehold interest and the assignment thereof to a third party, or the origination of a new ground lease with a third party by Landlord, shall not be grounds for acceleration the applicable loan (i.e., the "due on sale" clause R:~cityatty\dda2 27 shall not be applicable to a transfer to Landlord or a lessee or assignee of Landlord). Upon the recordation of any instrument in connection therewith, Tenant furnishes to Landlord the date and place of recording or filing of record thereof and the recorder's instrument number, book, and page reference or other recorder's index reference. During the existence of a first leasehold encumbrance and following delivery thereof there shall be no cancellation, surrender, acceptance of surrender or modification of this Lease except by a written instrument executed by Landlord, Tenant and the Lender. No encumbrance shall secure more than one indebtedness, such indebtedness being the refinancing of the Agency Loan. On termination of this Lease by Landlord on Tenant's default, or on the Lender's acquisition of the leasehold by foreclosure, Landlord shall enter into a new lease with the Lender covering the Premises covered by the terminated or foreclosed lease if the Lender (a) gives notice of request within 30 days after termination or foreclosure (b) pays all costs resulting from default and termination, and (c) remedies all defaults construed as though the Lease had not been terminated. The new lease shall be for the remainder of the Term of the terminated or foreclosed lease, effective at the date of termination or foreclosure, at the rent and on the covenants agreements, conditions, provisions, restrictions, and limitations contained in the terminated or foreclosed lease. Except as expressly provided herein, nothing contained in the first leasehold encumbrance shall be deemed or construed to relieve Tenant from the full and faithful observance and performance of its covenants herein contained, or from any liability for the nonobservance or nonperformance thereof, or to constitute a waiver of any rights of Landlord hereunder, or to require or provide for the subordination to the lien of the first leasehold encumbrance of any estate, right, title or interest of Landlord in or to the Site, the Premises, or this I2.ase. Default. Tenant's Default. The occurrence of any of the following shall constitute a default by Tenant: Failure to pay rent or any other payment required to be made by Tenant hereunder within 5 days of its due date. Abandonment or surrender of the Premises or the leasehold estate by Tenant. R:\cityatty\dda2 28 Failure to perform any other material covenant or provision of this Lease, if the failure to perform is not cured within 30 days after written notice. If the failure to perform cannot reasonably be cured within 30 days, Tenant shall not be in default of this Lease if Tenant commences to cure the failure to perform within the 30 day period and thereafter diligently and in good faith prosecutes the cure to completion, and such default is cured within a total of 90 days from the date of the notice. Any breach or default of the DDA which is not cured within the time period provided therein. The subjection of any right or interest to attachment, execution, or other levy, or to seizure under legal process, if not released within 30 days after notice from Landlord to Tenant. An assignment by Tenant for the benefit of creditors or the filing of a voluntary or involuntary petition by or against Tenant under any law for the purpose of adjudicating Tenant a bankrupt; or for extending time for payment, adjustment, or satisfaction of Tenant's liabilities; or for reorganization, dissolution, or arrangement on account of or to prevent bankruptcy or insolvency; unless the assignment or proceeding, and all consequent orders, adjudications, custodies, and supervisions are dismissed, vacated, or otherwise permanently stayed or terminated within 90 days after the assignment, filing, or other initial event. The appointment of a receiver, unless such receivership is terminated within 90 days after the appointment of the receiver, to take possession of Tenant's interest in the Premises or of Tenant's interest in the leasehold estate or of Tenant's operations on the Premises for any reason, including but not limited to, assignment for benefit of creditors or voluntary or involuntary bankruptcy proceedings, but not including receivership (A) pursuant to the Loan, or (B) instituted by I_andlord, the event of default being not the appointment of a receiver at Landlord's instance but the event justifying the receivership. Remedies. Cumulative Nature of Remedies. If any default by Tenant shall continue uncured, following notice of default as required by this Lease, for the period, if any, applicable to the default under the applicable provision of this Lease, Landlord shall have the remedies described in this subsection (b) in addition to all other rights and remedies provided by law or equity, to which Landlord may resort cumulatively or in the alternative. Termination. Landlord may at Landlord's election terminate this Lease by giving Tenant notice of termination. In the event Landlord R:\¢ityatty\dda2 29 terminates this Lease, Landlord may recover possession of the Premises (which Tenant shall surrender and vacate upon demand) and remove all persons and property therefrom, and Landlord shall be entitled to recover as damages all of the following: The worth at the time of the award of any unpaid rent or other charges which have been earned at the time of termination; The worth at the time of the award of the amount by which the unpaid rent and other charges which would have been earned after termination until the time of the award exceeds the amount of the loss of such rental or other charges that Tenant proves could have been reasonably avoided; The worth at the time of the award of the amount by which the unpaid rent and other charges for the balance of the term after the time of the award exceeds the amount of the loss of such rental and other charges that Tenant proves could have been reasonably avoided; and Any other amount necessary to compensate Landlord for the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. As used in subsections (A) and (B) above, the "worth at the time of the award" shall be computed by allowing interest at the rate of 12 percent per annum. As used in subsection (C) above, the "worth at the time of the award" shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus two percent. Continnation of the 1 ~ea~. Even though Tenant has breached this Lease and abandoned the Premises, at Landlord's option this Lease shall continue in effect for so long as Landlord does not terminate Tenant's fight to possession, and Landlord may enforce all of its fights and remedies hereunder, including the fight to recover rent as it comes due under this Lease, and in such event Landlord will permit Tenant to sublet the Premises or to assign its interest in the Lease, or both, with the consent of Landlord, which consent will not unreasonably be withheld provided the proposed assignee or sublessee is reasonably satisfactory to Landlord as to credit and will occupy the Premises for the same purposes specified herein. For purposes of this subsection, the following shall not constitute a termination of Tenant's fight to possession: (i) acts of maintenance or preservation or efforts to relet the Premises; or (ii) the appointment of a receiver under the initiative of Landlord to protect Landlord's interest under this Lease. R:\cityaUy\dda2 30 Use of Tenant's Personal Property. Landlord may at Landlord's election use Tenant's personal property and trade fixtures located on, about or appurtenant to the Premises or any of such property and fixtures without compensation and without liability for use or damage, or store them for the account and at the cost of Tenant. The election of one remedy for any one item shall not foreclose an election of any other remedy for another item or for the same item at a later time. A~qignment of Subrents. Tenant assigns to Landlord all subrents and other sums falling due from unit occupants, subtenants, licensees, and concessionaires (herein collectively called "subtenants") during any period in which Tenant is in default, and Tenant shall not have any right to such sums during that period. Landlord may at Landlord's election reenter the Premises with or without process of law, without terminating this Lease, and either or both collect these sums or bring action for the recovery of the sums directly from such obligors. Landlord shall receive and collect all subrents and proceeds from reletting, applying them: first, to the payment of reasonable expenses (including attorneys' fees or brokers' commissions or both) paid or incurred by or on behalf of Landlord in recovering possession, placing the Premises in good condition, and preparing or altering the Premises for reletting; second, to the reasonable expense of securing new subtenants; third, to the fulfillment of Tenant's covenants to the end of the Term; and fourth, to Landlord's uses and purposes. Tenant shall nevertheless pay to Landlord on the due dates specified in this Lease the equivalent of all sums required of Tenant under this Lease, plus Landlord's expenses, less the proceeds of the sums assigned and actually collected under this provision. Notwithstanding the foregoing, this assignment of rents is subordinate to the assignment of rents made by Tenant pursuant to the Agency Loan, and any refinancing thereof in accordance with Section. I endeft s Right to Cure Defaults. Notice of Default. Concurrently with giving notice of default to Tenant under Section, above, Landlord shall deliver (in accordance with the provisions of Section ) a copy of such notice of default to the Lender under the Loan at its address as furnished to Landlord in accordance with Section. lender's Right to Cure. During the continuance in effect of a Loan, Landlord will not terminate this Lease because of any default on the part of Tenant if the Lender, within ninety (90) days after Landlord has sent a written notice pursuant to Section: Cures such default, if the such default can be cured by the payment of money, or, if the default is not so curable, commences or causes the trustee under the encumbrance to commence, and thereafter diligently pursue to completion proceedings to foreclose the encumbrance; and R:\cityatty\dda2 31 Keeps and performs all of the covenants and conditions of this Lease requiring the payment or expenditure of money by Tenant until such time as Tenant's leasehold interest is sold upon foreclosure pursuant to the encumbrance, or transferred by an assignment in lieu of foreclosure. Waiver of Rights. Tenant hereby waives any right of redemption or relief from forfeiture under California Code of Civil Procedure Sections 1174 or 1179, or under any other present or future law, in the event Tenant is evicted or Landlord takes possession of the Premises by reason of any default by Tenant hereunder. Iandlord's Default. Landlord shall not be deemed to be in default in the performance of any obligation required to be performed by it hereunder unless and until it has failed to perform such obligation within 60 days after written notice by Tenant to Landlord speci~ing wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is such that more than 60 days are required for its performance, then Landlord shall not be deemed to be in default if it shall commence such performance within such 60 day period and thereafter diligently and in good faith prosecute the cure to completion. Security Agreement As additional security for Tenant's full performance and observance of each and all of the provisions of this Lease, Tenant grants to Landlord a security interest in all personal property located on or about the Premises, including but not limited to work in process, building materials, inventory, goods, parts, furniture, leases, stock in trade, furnishings, fixtures, equipment, parts, causes of action, rights to insurance proceeds, appliances, and accounts receivable, together with all additions and accessions thereto, all of which are referred to herein as the "collateral," and all income, rents, and profits that may accrue from such collateral. Tenant shall execute and deliver to Landlord a security agreement consistent herewith and a UCC-1 financing statement suitable for filing under the Commercial Code covering Tenant's interest in each item of property constituting the collateral. Tenant warrants and represents to Landlord that Tenant is, or at the time the property is to become collateral will be, the absolute owner of, and has or at the time it is to become collateral will have, good and clear title to and unrestricted right to convey the collateral, free of any liens, encumbrances or other charges or claims for any other person, firm or corporation, subject to Landlord's rights in it under this provision. With respect to collateral not to be manually delivered, Tenant further warrants and agrees that Tenant will not remove it or permit its removal from the Premises without Landlord's prior written consent. If not in default, Tenant shall have the right, at any time and from time to time, to substitute replacement collateral for the purpose of modernizing Tenant's facilities. Any collateral so substituted shall first be subject to Landlord's prior R:\cityatty\dda2 32 acceptance and approval given in the manner required for giving notices and shall, at the time of substitution, have a market value of at least the cash or other security being replaced. Such approval shall not unreasonably be withheld or delayed. Notwithstanding anything provided above to the contrary, Tenant is expressly permitted to lease or purchase all or any portion of the personal property used in, on or about the Premises and improvements by entering into a lease or providing a purchase money security interest therein either to the seller or to any bona fide lender supplying all or part of the purchase price. Landlord's interest shall be inferior to that of any secured party. At the time of granting such a purchase money security interest, Tenant shall deliver to Landlord a list of the chattels subject to the security interest. Both the note or purchase contract and the security instrument shall expressly provide that there can be no extension of the due date, additions to the balance of the loan, alterations of any provisions in the documents, nor refinancing of the unpaid principal balance. Except for the purchase money security interest permitted above, Tenant shall grant no security interest in or to any chattels in which Landlord is entitled to a security interest under the foregoing provision. At Landlord's election, Landlord may, but is not obligated to, cure any of Tenant's defaults on chattel payment contemplated above. On Tenant's default at any time during the Term, Landlord shall have the remedies of a secured party under the California Uniform Commercial Code in effect at the date of the exercise of the remedy unless the collateral threatens to decline rapidly in value or is of a type customarily sold on a recognized market. Landlord, as an alternative remedy, may sell or assign the collateral at public or private sale or on any exchange on 15 days' notice to Tenant free from right of redemption. Expenses of selling and preparing for sale including reasonable attorneys' fees and other legal or transfer expenses, shall be included in the amount Landlord is entitled to retain. l,andlord's Entry on Premises. Landlord and its authorized representatives shall have the right to enter the Premises at all reasonable times, on 24 hours telephone notice to Tenant (except in the case of emergency, in which case no notice is required) for any of the following purposes: (a) To determine whether the Premises are in good condition and whether Tenant is complying with its obligations under this Lease; (b) To do any necessary maintenance and to make any restoration to the Premises that Landlord has the right to perform; (c) To serve, post, or keep posted any notices required or allowed under the provisions of this Lease; (d) In the last year of the Term, to show the Premises to R:\cityatty\dda2 33 prospective brokers, agents, buyers, lenders, or persons interested in an exchange, at any time during the Term. Landlord shall not be liable in any manner for any inconvenience, disturbance, loss of business, nuisance, or other damage arising out of Landlord's entry on the Premises as provided in this section, except damage resulting from the acts or omissions of Landlord or its authorized representatives. Tenant shall not be entitled to an abatement or reduction of rent if Landlord exercises any rights reserved in this section. Landlord shall conduct its activities on the Premises as allowed in this section in a manner that will cause the least possible inconvenience, annoyance, or disturbance to Tenant. I~audlord's Option to Purcha~. From and after the earlier of (i) October 1, 2014, or (ii) the first day of the 16th Lease Year, Landlord shall have an option to purchase Tenant's leasehold interest herein. At such time, the purchase price shall be the fair market value of the Premises, reduced by taking into consideration (i) the restriction on use and rents set forth in the Regulatory Agreement and (ii) the present discounted value of the Annual Rent that shall thereafter be payable to Landlord pursuant to this Lease (the "Adjusted Fair Market Value"). Landlord shall exercise this option by delivering to Tenant written notice of Landlord's election to exercise the option to purchase. Such notice shall be accompanied by Landlord's estimate of the Adjusted Fair Market Value, and a summary of 1 ~andlord's description of calculating same. Tenant shall reply in writing within 15 days after receipt of such notice whether such Adjusted Fair Market Value is an acceptable purchase price, or whether it disputes same. If Tenant disputes same, then Tenant shall, within 30 days thereafter, provide a written response to Landlord together with a description of the basis for determining same. Landlord shall reply in writing within 15 days after receipt of Tenant's notice (i) whether Tenant's calculation of the Adjusted Fair Market Value is an acceptable purchase price, (ii) whether it disputes same, or ('tii) of its election to rescind such exercise of the option. If Landlord disputes same, then Landlord and Tenant shall each select a MAI appraiser, and the two MAI appraisers shall select a third MAI appraiser mutually acceptable to Landlord and Tenant, and the three MAI appraisers shall jointly determine the Adjusted Fair Market Value of the Premises. Within 15 days following receipt of same, Landlord shall have the right to withdraw such exercise of the option. The fees payable to such appraisers shall be shared equally by Landlord and Tenant. Any rescission of Landlord's election to exercise the option purchase Tenant's leasehold interest shall not terminate the option. Such option shall continue in full force and effect, and Landlord shall continue to have the right to exercise same at any time thereafter. Upon settlement of the purchase price, the parties shall open an escrow, and arrange for title insurance to be issued to Landlord. Tenant shall pay for the premium cost of a CLTA Owner's Policy of Title insurance, and one-half of the escrow fees and R:\cityatty\dda2 34 charges. At Iandlord's option, Landlord may take title subject to the Loan, or Landlord may require Tenant to pay off the Loan. Any liens subordinate to the Loan shall be paid by Tenant concurrently with the closing. Escrow shall close within 45 days after the opening thereof, or on the first day on which the Loan may be paid off pursuant to any terms of the Washington Mutual Loan (as defined in the DDA), if the Washington Mutual Loan is then outstanding. Tenant shall convey its interest in the Lease by Grant Deed. Such conveyance shall not operate to merge Landlord's and Tenant's interest herein without the express written agreement of Landlord terminating this Lease and the recordation of a termination of the Memorandum of Lease. landlord's Right of First Refusal. From and after the earlier of (i) October 1, 2014, or (ii) the first day of the 16th Lease Year, Landlord shall have a right of first refusal to purchase Tenant's leasehold interest herein. If at any time Tenant receives an offer from any person or entity to purchase Tenant's leasehold interest herein, then Tenant shall deliver a copy of same to Landlord within one business day after receipt thereof. Landlord shall then have the right to purchase Tenant's leasehold interest herein at a price equal (A) the principal balance of the loan secured by the first deed of trust encumbering Tenant's leasehold interest herein that is outstanding at the Close of Escrow, or (B) if necessary to prevent the recapture of tax credits and the imposition of tax liability on Tenant's tax credit investor, the minimum purchase price specified in Section 420)(7)0t) of the Internal Revenue Code of 1986, and in no event less than the aggregate tax liability incurred by Tenant's tax credit investor from such sale. Such purchase shall be on the same terms and conditions as were contained in the offer presented to Landlord (including installment sale terms and purchase money loan terms); provided, however, the purchase price shall be as set forth in the preceding sentence. If the terms of the proposed purchase include an purchase money installment sale, then Landlord shall have the option of making a cash payment in full in lieu of providing a purchase money promissory note if Landlord wishes to do so. Landlord shall exercise this right of first refusal within 90 days after receipt of the notice from Tenant by delivering to Tenant written notice of Landlord's election to exercise the right of first refusal to purchase. Upon determination of the purchase price, the parties shall open an escrow, and arrange for title insurance to be issued to Landlord. Tenant shall pay for the premium cost of a CLTA Owner's Policy of Title insurance, and one-half of the escrow fees and charges. At Landlord's option, Landlord may take title subject to the Loan, or Landlord may require Tenant to pay off the Loan. Any liens subordinate to the Loan shall be paid by Tenant concurrently with the closing. Escrow shall close within 45 days after the opening thereof, or on the first day on which the Loan may be paid off pursuant to any financing terms of the Washington Mutual Loan, if the Washington Mutual Loan is then outstanding. Tenant shall convey its interest in the Lease by Grant Deed. Such conveyance shall not operate to merge Landlord's and Tenant's interest herein without the express written agreement of Landlord terminating this Lease and the recordation of a termination of the Memorandum of Lease. R:\cityatty\dda2 35 Notices. Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other party shall be in writing and shall be deemed given as of the time of hand delivery to the addresses set forth below, or three days after deposit into the United States mail, postage prepaid, by registered or certified mail, return receipt requested. Unless notice of a different address has been given in accordance with this Section, all such notices shall be addressed as follows: If to Landlord, to: Redevelopment Agency of the City of Temecula 43200 Business Park Drive Temecula, California 92589 Attn.: Executive Director Tel.: (909) 694-6444 Fax: (909) 694-1999 With a copy to: Richards, Watson & Gershon 333 South Hope Street, 38th Floor Los Angeles, California 90071 Attn.: Peter Thorson Tel.: (213) 626-8484 Fax: (213) 626-0078 If to Tenant, to: c/o Affirmed Housing Group 200 East Washington Suite 208 Escondido, California 92025 Attn.: James Silverwood Tel.: (760) 738-8401 Fax: (760) 738-8405 With a copy to: Incorvaia & Associates 12626 High Bluff Drive Suite 325 San Diego, California 92130-2073 Attn.: Joel Incorvaia Tel.: (619) 259-2220 Fax: (619) 269-3131 Copies of all notices shall be sent as follows: Office of the General Counsel Lehman Brothers Inc. 3 World Financial Center R:\clty~tty\dd~2 36 New York, New York 10285 Fax No.: (212) 526-3772 Tel. No.: (212) 526-3065 and Peabody & Brown 1255 23rd Street, NW Washington, DC 20037 Attention: Richard S. Goldstein, Esq. Fax No.: (202) 973-7750 Tel No.: (202) 973-7700 Attorneys' Fees. If either party becomes a party to any litigation concerning this Lease or the Premises, by reason of any act or omission of the other party or its authorized representatives, and not by any act or omission of the party that becomes a party to that litigation or any act or omission of its authorized representatives, the party that muses the other party to become involved in the litigation shall be liable to that party for actual attorney's fees and court costs incurred by it in the litigation. If either party commences an action against the other party arising out of or in connection with this Lease, the prevailing party shall be entitled to have and recover from the losing party reasonable attorneys' fees and costs of suit. g.stoppel Certificates. In the event of a proposed sale or refinancing the Premises or any part thereof, or any interest herein, at any time and from time to time, within twenty (20) days after notice of request by either party, the other party shall execute, acknowledge, and deliver to the requesting party, or to such other recipient as the notice shall direct, a statement certifying that this Lease is unmodified and in full force and effect; or, if there have been modifications, that it is in full force and effect as modified in the manner specified in the statement and acknowledging that there are no uncured defaults or failures to perform any covenant or provision of this Lease on the part of the requesting party or specifying any such defaults or failures which are claimed to exist. The statement shall also state the dates to which the rent and any other charges have been paid in advance. The statement shall be such that it can be relied on by any auditor, creditor, commercial banker, and investment banker of either party and by any prospective purchaser or the Lender of the Premises or all or any part or parts of Tenant's or Landlord's interests under this Lease. Surrender of Premises. At the expiration or earlier termination of the Term, Tenant shall surrender to Landlord the possession of the Premises. Surrender R:\cityatty\dda2 37 or removal of improvements, fixtures and trade fixtures shall be as directed in the provisions of this Lease on ownership of improvements, fixtures and trade fixtures at expiration or termination. Except as provided in Section hereof to the contrary, Tenant shall leave the surrendered property and any other property in good and broom clean condition. All property that Tenant is not required to surrender but that Tenant does abandon shall, at Landlord's election, become Landlord's property at expiration or the sooner termination of this Lease. No Discrimination. Tenant shall not discriminate upon the basis of race, color, creed, religion, sex, marital status, age, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Premises, or any part thereof, nor shall Tenant or any person claiming under or through Tenant establish or permit any such practice or practices of discrimination or segregation with respect to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Premises. The foregoing covenant shall run with the land. Tenant shall insert into and make a part of any lease, rental agreement, occupancy permit, use or sales agreement or any other document pertaining to the Premises a provision that there shall be no restrictions imposed thereon because of race, color, creed, religion, sex, marital status, age, national origin or ancestry. Tenant agrees, for itself, its succ. essors and assigns, to refrain from restricting the rental, sale or lease of the Premises on the basis of race, color, creed, religion, ancestry, sex, marital status, national origin or age of any person. All deeds, leases or contracts entered into with respect to the Premises shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, national origin, sex, marital status, age or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: That there be no discrimination against or segregation R:\cityauy\dda2 38 of any person or group of persons, on account of age, race, color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use or occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein leased." In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, age, national origin, sex, marital status or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." Miscellaneous. Governirlg law. This Lease shall be construed and interpreted in accordance with the laws of the State of California. Quiet l::.rljoyment. Upon Tenant's paying the rent and other sums provided hereunder, and observing and performing all of the covenants, conditions, and provisions on Tenant's part to be observed and performed hereunder, Tenant shall have quiet possession of the Premises for the entire term hereof, subject to all of the provisions of this Lease. Transfer of Iandlord's Interest. In the event of any transfer or transfers of landlord's interest in the Premises, the transferor shall be automatically relieved of any and all obligations and liabilities on the part of Landlord accruing from and after the date of such transfer. W~ver. The waiver by Landlord or Tenant of any breach by the other party of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition or any subsequent breach of the same or any other term, covenant, or condition herein contained. The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant, or condition of this Lease, other than the failure to pay the particular rents so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such rent. Any payment given Landlord by Tenant may be accepted by Landlord on account of moneys or damages due Landlord, notwithstanding any qualifying statements or conditions made by Tenant in R:\cityatty\dda2 39 connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Landlord at or before the time of deposit of such payment. Landlord' s consent to or approval of, any such act shall not be deemed to render unnecessary the obtaining of Landlord's consent to, or approval of, any subsequent or similar act by Tenant, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. Brokers. Each party warrants to and for the benefit of the other that it has had no dealings with any real estate broker or other agent (attorneys excepted) in connection with the negotiation or making of this Lease. Headings. The captions of the various sections of this Lease are for convenience and ease of reference only and do not define, limit, augment, or describe the scope, content, or intent of this Lease or of any part or parts of this Lease. Rent Defined. All monetary obligations of Tenant to Landlord under the terms of this Lease, including, without limitation, the Advance Rent and Annual Rent, reimbursement for real property taxes, insurance and maintenance expenses incurred by Landlord, are deemed to be Rent. Force Majeure; Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by the parties hereunder shall not be deemed to be in default and all performance and dates shall be extended where delays or defaults are due to strikes, lock-outs, riots, floods, earthquakes, fires, casualties, freight embargoes, lack of transportation, governmental restrictions, litigation beyond the control or without the fault the party seeking relief, unusually severe weather, acts or omissions of the other party, acts or the failure to act of the City or any other public or governmental agency or entity (except that acts or the failure to act of Landlord shall not excuse performance by Landlord), or any other causes without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if the nofce by the party claiming such an extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the written mutual agreement of Landlord and Tenant. Tenant is not entitled pursuant to this Section to an extension of time to perform because of past, present or future difficulty in obtaining suitable temporary or permanent financing for the development of the Site. Gender; Number. The neuter gender includes the feminine and masculine, the masculine includes the feminine and neuter, and the feminine includes the neuter, and each includes corporation, partnership, or other legal entity whenever the context so requires. The singular number includes the plural whenever the context so R:\¢ityaUy\dda2 40 requires. No Joint Venture. Nothing contained herein shall be construed to render Landlord in any way or for any purpose a partner, joint venturer, or associated in any relationship with Tenant other than that of Landlord and Tenant, nor shall this Lease be construed to authorized to act as agent for the other. Exhibi[q. All exhibits to which reference is made in this Lease are hereby incorporated by reference. Any reference to "this Lease" includes matters incorporated by reference. No Right To Holdover. Tenant has no right to retain possession of the Premises or any part thereof beyond the expiration or earlier termination of this Lease. In the event that Tenant holds over in violation of this Section then Tenant shall pay the Annual Rent, prorated on a monthly basis, in advance, equal to two hundred percent (200%) of Annual Rent paid for the last Lease Year of the Term. Nothing contained herein shall be construed as a consent by Landlord to any holding over by Tenant. F. ntire Agreement; Modification. This Lease, the Loan Agreement and the DDA, and the documents executed pursuant to the Loan Agreement and the DDA, contains the entire agreement between the parties with respect to the subject matter hereof. No verbal agreement or implied covenant shall be held to vary the provisions hereof, any statements, law or custom to the contrary notwithstanding. No promise, representation, warranty, or covenant not included in this Lease has been or is relied on by either party. Each party has relied on its own inspection of the Premises and examination of this Lease, the counsel of its own advisors, and the warranties, representations, and covenants in this Lease itself. The failure or refusal of either party to inspect the Premises, to read this Lease or other documents, or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection, or advice. No provision of this Lease may be amended or varied except by an agreement in writing signed by the parties hereto and the Lender under the Loan or their respective successors. Joint and Several Obligations. "Party" shall mean Landlord or Tenant; and if more than one person is landlord or Tenant, the obligations imposed on that party shall be joint and several. Interest on Past-Due Obligations. Any monetary payment due Landlord hereunder, other than late charges, not received by Landlord within ten (10) days following the date on which it was due, shall bear interest from the date due at the Prime Rate published in the Wall Street Journal, plus four percent (4%) per annum, but not exceeding the maximum rate allowed by the usury law of the State of California, in R:~cityatty\dda2 41 addition to the potential late charge provided for in Section. Severability. The invalidity or illegality of any Provision shall not affect the remainder of this Lease and all remaining Provisions shall, notwithstanding any such invalidity or illegality, continue in full force and effect. Time of Fx~.nce. Time is of the essence with respect to the performance of all obligations to be performed or observed by the parties under this Lease. Consents to Tenant. Neither Landlord's execution of this Lease nor any consent or approval given by Landlord hereunder in its capacity as Landlord shall waiver, abridge, impair or otherwise affect Landlord's powers and duties as a governmental body. Any requirements under this Lease that Landlord obtain consents or approvals of Landlord are in addition to and not in lieu of any requirements of law that Landlord obtain approvals or permits. (m) Records. Landlord or any representative or designee thereof may examine the books and records of Tenant, or any officer, employee, agent, contractor, affiliate, related person, assignee or franchise, as such books and records relate to, directly or indirectly, the manufacture, production, assembly, development, acquisition or disposition of real or personal property by Tenant. Recordation of Memorandum of I ea.~.. This Lease shall not be recorded. A memorandum of this Lease shall be recorded. The parties shall execute the memorandum in form and substance as required by a title insurance company insuring Tenant's leasehold estate or the interest of any leasehold or fee lender, and sufficient to give constructive notice of this Lease to subsequent purchasers and lenders. [:.xecution in Counterparts. This I_ease, or the memorandum of this Lease, or both, may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. R:\cityatty\dda2 42 IN WITNESS WHEREOF, the undersigned have executed this Ground Lease at Temecula, California, as of the date first written above. Tenant: landlord: TEMF~ULA GARDENS, L.P., a California limited partnership By: General Partner R~T)EVELO~ AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic By: President By: Chairperson By: Secretary Attest: R:\cityatly\dda2 43 Exhibit 1 Legal Description R:\¢ityatty\dda2 44 Lease Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 Exhibit 2 Annual Rent $25 000 $25 000 $30 000 $30 000 $50 000 $121 000 $126 000 $132 000 $138 000 $143 000 $149 000 $155 000 $161 000 $167000 $173 000 $184000 $190000 $196,000 $202,000 $208,000 $214,000 $220,0OO $226,000 $233,000 $239,0O0 $244,000 $250,0O0 $256,000 $262,000 $268,000 $416,000 $420,000 $424,000 $428,000 $432,000 $436,000 R:\eityatty\dda2 45 37 38 39 40 41 42 43 44 45 46 47 48 49 50 $440,000 $444,000 $448,000 $452,00O $453,000 $454,000 $455,000 $456,000 $457,000 $458,000 $459,000 $460,000 $461,000 $462,000 R:\¢ityatty\dda2 46 ITEM 3 APPROVAL CITY ATTORNEY DIR. OF FINANCE CITY MANAGER CITY OF TEMECULA AGENDA REPORT TO: FROM: DATE: SUBJECT: Redevelopment Agency Members Ronald E. Bradley, City Manager July 14, 1998 Adoption of a Resolution Authorizing the Borrowing and Lending of Funds for the Purpose of Financing a Multi-Family Residential Rental Project RECOMMENDATION: That the Redevelopment Agency approve the adoption of Resolution No. RDA 98- authorizing the borrowing and lending of funds for the purpose of financing the acquisition, construction and rehabilitation, as applicable, of a multi-family residential rental project and related facilities. The Resolution is entitled: RESOLUTION NO. RDA 98- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AUTHORIZING THE BORROWING AND LENDING OF FUNDS BY THE AGENCY FOR THE PURPOSE OF FINANCING THE ACQUISITION, REHABILITATION AND CONSTRUCTION OF A MULTI-FAMILY RESIDENTIAL RENTAL PROJECT, AND APPROVING RELATED DOCUMENTS AND ACTIONS. DISCUSSION: On October 8, 1996 the Redevelopment Agency authorized the purchase of the Sherwood and Pujol Apartments located on the west side of Pujol Street south of Sixth Street. The acquisition of these apartments was initially funded with Redevelopment Agency housing set aside funds. The purpose of these acquisitions was to provide for the development of a comprehensive affordable housing project including the one acre of property located between the apartments which has already been acquired by the Redevelopment Agency. Per Redevelopment Agency direction, staff has been negotiating with the Affirmed Housing Group to rehabilitate the 38 existing units and develop additional units. Affirmed Housing Group expects to enter into a partnership agreement to form Temecula Gardens, L.P., a California limited partnership, the entity that will own the proposed property. On February 10, 1998, the Redevelopment Agency adopted a resolution expressing its intent to incur indebtedness to finance the acquisition and rehabilitation of the existing units, and the construction of the additional units. On March 17, 1998, the City Council held a noticed pubic hearing with respect to the financing by the Redevelopment Agency of the project, and, following such hearing, adopted a resolution authorizing the Redevelopment Agency to incur indebtedness to finance the project. The Redevelopment Agency has also approved a Disposition and Development Agreement and Ground Lease with Temecula Gardens, L.P., relating to the project. There is on file with the Redevelopment Agency Secretary copies of the documents necessary to finance the project. As set forth in the documents, it is contemplated that the Redevelopment Agency will borrow $5,800,000 from Washington Mutual Bank, FA, a Federal savings bank (the "Loan"), and loan the proceeds of the Loan to Temecula Gardens, L.P. (the "Partnership Loan"). The Loan will be payable solely from amounts derived from the repayment of the Partnership Loan, and the Partnership Loan will be payable solely from project revenues and the Redevelopment Agency contributions described below. The Loan will be secured by an assignment by the Agency of its interests in the Partnership Loan, and a deed of trust of the Agency encumbering its fee interest in the project site. The Partnership Loan will be secured by a pledge of project revenues, an annual Redevelopment Agency contribution (described below), and a deed of trust encumbering Temecula Gardens, L.P.'s leasehold interest in the project site. The Loan will not be a general obligation of the Redevelopment Agency or the City, and the City will in no way be responsible for the repayment of the Loan or the Partnership Loan. One of the documents approved by the resolution, the Construction and Term Loan Agreement evidencing the Partnership Loan, will obligate the Redevelopment Agency to deposit $305,000 of its housing set aside tax increment monies at the Loan closing, and annually thereafter until the Partnership Loan has been fully repaid, to be used to subsidize the project revenues. The Construction and Term Loan Agreement contains a pledge by the Redevelopment Agency to make such annual contributions and places a lien on the Agency's housing set aside tax increment revenues in respect thereof. The Redevelopment Agency's participation in a ground lease for the project and in project revenues are set forth in separate agreements, which already have been approved by the Redevelopment Agency by separate resolution. The documents for the financing of the Project contain restrictions required by the California Redevelopment Law and the Internal Revenue Code with respect to maximum rents and tenant incomes for a portion of the units in the project. These affordability restrictions will remain in place for at least as long as the Partnership Loan is outstanding, or such longer period as is required by law. The Redevelopment Agency will monitor Temecula Gardens, L.P.'s compliance with those restrictions, and is expected to receive an annual fee, payable from project revenues, for such monitoring obligations. The Loan proceeds will be disbursed by Washington Mutual Bank in accordance with the Construction and Term Loan Agreement. Payments on the Partnership Loan will be made to the Bank, in satisfaction of payments due on the Loan. The Redevelopment Agency will have no responsibility for repayment of the Partnership Loan beyond its $305,000 annual contribution to the project. However, as stated above, the Agency will execute a deed of trust encumbering its fee interest in the project site, in favor of the Bank, to secure repayment of the Loan. The financing has received a bond volume allocation from the California Debt Limit Advisory Commission, which requires that the bond issue close on or before July 21st. Failure to close the financing by that date will result in a loss of tax-exempt bond financing for the project and a forfeiture of a 1/2% deposit required under applicable State regulations. FISCAL IMPACT: The Construction and Term Loan Agreement approved by the Resolution obligates the Redevelopment Agency to contribute $305,000 of its housing set aside tax increment monies at Loan closing, and annually thereafter so long as the Partnership Loan is outstanding, toward the project. The Redevelopment Agency is expected to receive an administrative fee at Loan closing and annually thereafter equal to one-eighth of one percent of the Partnership Loan amount, and will be obligated to monitor, or cause to be monitored, compliance by the project with the affordability covenants contained in the Partnership Loan documents. The Partnership Loan is payable solely from project revenues and the Redevelopment Agency contributions described above. Attachments: Resolution No. RDA 98- Loan Agreement Promissory Note Construction and Term Loan Agreement Environmental Indemnity Agreement between borrower in favor of the Agency Regulatory Agreement and Declaration of Restrictive Covenants Assignment Agreement Construction Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing Environmental Indemnity Agreement between Agency & Washington Mutual RESOLUTION NO. RDA 98 - A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AUTHORIZING THE BORROWING AND LENDING OF FUNDS BY THE AGENCY FOR THE PURPOSE OF FINANCING THE ACQUISITION, REHABILITATION AND CONSTRUCTION OF A MULTIFAMILY RESIDENTIAL RENTAL PROJECT, AND APPROVING RELATED DOCUMENTS AND ACTIONS WHEREAS, the Redevelopment Agency of the City of Temecula (the "Agency") is authorized, pursuant to the provisions of the California Health and Safety Code (the "Law"), to borrow funds and to make loans for the purpose of providing financing for the acquisition, rehabilitation and construction of multifamily residential rental projects; and WHEREAS, Temecula Gardens, L.P., a California limited partnership (of which Affirmed Housing Group, a California corporation is the general partner) (the "Borrower"), has requested that the Agency assist in the financing of: (a) two multifamily residential rental projects and related and appurtenant facilities consisting of: (i) a 28 unit apartment complex known as Sherwood Apartments, located at 28485 and 28497 Pujol Street in the City of Temecula, and (ii) a 14 unit apartment complex known as Pujol Street Apartments, located at 28559 and 28565 Pujol Street in the City of Temecula; and (b) the acquisition of parcels of real property consisting of a total of approximately one acre located at 28534, 28535, 28545 and 28555 Pujol Street in the City of Temecula and other adjacent land and the construction thereon of 38 new units of multifamily residential rental housing (collectively, the "Project"); and WHEREAS, in order to provide such assistance, the Agency has determined to borrow money from Washington Mutual Bank, FA, a Federal savings bank (the "Bank") in an amount not to exceed $5,800,000 (the "Loan") pursuant to a loan agreement (the "Bank Loan Agreement") between the Agency and the Bank, and to loan (the "Partnership Loan") the amount borrowed from the Bank to the Borrower pursuant to a construction and term loan agreement (the "Agency Loan Agreement") between the Agency and the Borrower; and WHEREAS, a notice of public hearing with respect to the proposed borrowing by the Agency has been published; and WHEREAS, said public hearing was held on March 17, 1998 before the City Council of the City of Temecula and an opportunity was provided for interested parties to present arguments for and against the borrowing by the Agency and the financing and operation of the Project; and WHEREAS, following said public hearing, the City Council and the City of Temecula approved the borrowing by the Agency to make a loan to the Borrower to finance the Project; and WHEREAS, there have been prepared various documents with respect to the borrowing and lending of funds by the Agency to finance the Project, copies of which are on file with the Secretary, and the Agency now desires to approve the Loan, the Partnership Loan and the execution and delivery of such documents by the Agency; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in connection with the Loan and the Partnership Loan as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Law. NOW THEREFORE, BE IT RESOLVED, by the Governing Board of the Redevelopment Agency of the City of Temecula as follows: Section 1. correct. The Agency hereby finds and declares that the above recitals are true and Section 2. The Bank Loan Agreement and the Promissory Note (Construction Term and Permanent Term), in the respective forms presented to this meeting, are hereby approved. The Executive Director of the Agency is hereby authorized and directed to execute and deliver the Bank Loan Agreement and the Promissory Note in said forms, together with such additions thereto or changes therein as are recommended or approved by the Executive Director of the Agency upon consultation with the Agency's General Counsel and Bond Counsel including such additions or changes as are necessary or advisable in accordance with Section 6 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery of the Bank Loan Agreement and the Promissory Note by the Agency. Section 3. The Agency Loan Agreement and the Environmental Indemnity Agreement, each to be executed by the Borrower and the Agency, in the respective forms presented to this meeting, are hereby approved. The Executive Director of the Agency is hereby authorized and directed to execute and deliver the Agency Loan Agreement and said Environmental Indemnity Agreement in said forms, together with such additions thereto or changes therein as are recommended or approved by the Executive Director of the Agency upon consultation with the Agency's General Counsel and Bond Counsel including such additions or changes as are necessary or advisable in accordance with Section 6 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery of the Agency Loan Agreement and said Environmental Indemnity Agreement by the Agency. Section 4. The regulatory agreement and declaration of restrictive covenants (the "Regulatory Agreement") between the Agency and the Borrower, in the form presented to this meeting, is hereby approved. The Executive Director of the Agency is hereby authorized and directed to execute and deliver the Regulatory Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Executive Director of the Agency upon consultation with the Agency's General Counsel and Bond Counsel including such additions or changes as are necessary or advisable in accordance with Section 6 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Regulatory Agreement by the Agency. Section 5. The assignment agreement (the "Assignment Agreement") between the Agency and the Bank, the Construction Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (the "Deed of Trust") by the Agency for the benefit of the Bank, and the Environmental Indemnity Agreement (together with the Assignment Agreement and the Deed of Trust, the "Security Agreements"), between the Agency and the Bank, each in the respective forms presented to this meeting, are hereby approved. The Executive Director of 2 the Agency is hereby authorized and directed to execute and deliver the Security Agreements in said forms, together with such additions thereto or changes therein as are recommended or approved by the Executive Director of the Agency upon consultation with the Agency's General Counsel and Bond Counsel including such additions or changes as are necessary or advisable in accordance with Section 6 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery of the Security Agreements by the Agency. Section 6. All actions heretofore taken by the officers and agents of the Agency with respect to the Loan and the Partnership Loan are hereby approved, confirmed and ratified, and the proper officers of the Agency are hereby authorized and directed, for and in the name and on behalf of the Agency, to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful borrowing of the Loan and the making of the Partnership Loan in accordance with this Resolution and resolutions heretofore adopted by the Agency, including but not limited to any certificates, agreements and documents described in the Agency Loan Agreement, the Bank Loan Agreement, the Regulatory Agreement and the Security Agreements. Section 7. adoption. This Resolution and declaration shall take effect from and after its PASSED, APPROVED AND ADOPTED, by the Governing Board of the Redevelopment Agency of the City of Temecula at a regular meeting held on the 14th day of July, 1998. Karel Lindemans, Chairperson ATTEST: Susan W. Jones, CMC Agency Secretary / City Clerk STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, City Clerk of the City of Temecula, HEREBY DO CERTIFY that the foregoing Resolution No. RDA 98-_ was duly adopted at a regular meeting of the Governing Board of the Redevelopment Agency of the City of Temecula on the 14th day of July, 1998, by the following roll call vote: AYES: AGENCY MEMBERS: NOES: AGENCY MEMBERS: ABSENT: AGENCY MEMBERS: Susan W. Jones, CMC Agency Secretary / City Clerk 4 Quint & Thimrrug LLP 6/18/98 7/7,/98 LOAN AGREEMENT by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA and WASHINGTON MLrI'UAL BANK, FA Dated as of July 1,1998 Relating to: Redevelopment Agency of the City of Temecula 1998 Multifamily Housing Revenue Note (Mission Village Apartments) 20005.01:J3833 TABLE OF CONTENTS 1. Loan Amount and Terms ...............................................................................................1 1.1. Loan Amount ..... 1.2. Purpose of Bank Loan ..................................................................................1 1.3. Confirmation of Assignment of Rights to Bank .............................................. 1 1.4. Disbursement Method .................................................................................2 1.5. Availability Period ......................................................................................2 1.6. Agency Note ...............................................................................................2 1.7. Fee Deed of Trust ........................................................................................2 1.8. Assignment of Documents ...........................................................................2 1.9. Bank Loan Documents .......................................................... ~ ......................3 2. Expenses and Costs ........................................................................................................3 3. Disbursements, Payments and Costs ................................................................... 4 3.1. Amounts of Disbursements ..........................................................................4 3.2. Conditions to Any Disbursement ................................................................. 4 3.3. Conditions to Disbursement .........................................................................4 3.4. Disbursement and Payment Records ............................................................ 5 3.5. Payments ....................................................................................................5 3.6. Banking Days .............................................................................................6 3.7. Conditions to Disbursement for Restoration .................................................. 6 4. Representations and Warranties .....................................................................................7 4.1. Representations and Warranties of Agency .................. ~ ................................7 4.2. Representations, Warranties and Covenants of Bank ...................................... 8 5. Covenants .....................................................................................................................8 5.1. Use of Proceeds ...........................................................................................8 5.2. Financial Information ...................................................................................9 5.3. Other Debts ................................................................................................9 5.4. Liens ...........................................................................................................9 5.6. Audits; Books and Records ...........................................................................9 5.7. Compliance with Laws ................................................... : ...........................10 5.8. Additional Negative Covenants ................................................................. 10 5.9. Cooperation ...............................................................................................10 6. Collateral ....................................................................................................................10 7. Limitation on Liability .................................................................................................10 7.1. Limited Liability .......................................................................................10 7.2. Nature of Agency's Obligations ..................................................................10 7.3. Limitations Upon Recourse ........................................................................11 8. Default ........................................................................................................................11 8.1. Failure to Pay ............................................................................................11 8.2. Dissolution ................................................................................................11 8.3. Bankruptcy ...............................................................................................11 8.4. Receivers ..................................................................................................11 8.5. Government Action ...................................................................................11 8.6. Default under Bank Loan Documents ......................................................... 11 8.7. Other Breach Under This Agreement ......................................................... 11 8.8. Cross-default .............................................................................................12 8.9. Ground Lease and DDA ............................................................................12 8.10. False Information .......................................................................................12 8.1i. Determination of Taxability .......................................................................12 9. Remedies ....................................................................................................................12 9.1. Remedies ..................................................................................................12 10. Miscellaneous ..............................................................................................................12 10.1. California Law ...........................................................................................12 10.2. Additional Instruments .............................................................................. 12 10.3. 10.4. 10.5. 10.6. 10.7. 10.8. 10.9. 10.10. 10.11. 10.12. 10.13. 10.14. 10.15. 10.16. 10.17. 10.18. 10.19. 10.20. 10.21. 10.22. Notice of Certain Events .............................................................................12 Consent to Assignment ..............................................................................12 Compliance with Usury Laws .................................................................... 13 No Arbitrage .............................................................................................13 Limitation of Issuance Costs ........................................................................13 Federal Guarantee Prohibition ...................................................................13 Prohibited Facilities ....................................................................................13 Use Covenant ............................................................................................13 Presentment, Demands and Notice ............................................................. 13 [intentionally omitted.] ..............................................................................13 Attorneys' Fees ..........................................................................................14 Loss of Tax Exclusion .................................................................................14 Tax Status of Note .......................................................................................14 Notices ...' ...................................................................................................14 Successors and Assigns; Transfer or Sale of Agency Note ............................. 15 No Third Parties Benefited ...... 15 Integration; Relation to Any Loan Commitment; Headings ......................... 15 Interpretation ............................................................................................15 Severability; Waivers; Amendments .......................................................... 15 Counterparts .............................................................................................15 ii LOAN AGREEMENT This Loan Agreement ("Bank Loan Agreement") dated as of July 1, 1998, is between WASHINGTON MUTUAL BANK, FA ("Bank"), and REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic, organized and existing under the laws of the State of California ("Agency"). 1. Loan Amount and Terms 1.1. Loan Amount. a. Bank hereby agrees to provide a loan (the "Bank Loan") to Agency on the terms and conditions contained in this Bank Loan Agreement. The maximum principal amount of the Bank Loan is Five Million Eight Hundred Thousand Dollars ($5,800,000) (the "Maximum Loan Amount"). b. The Bank Loan is not a revolving loan. Any amount borrowed, even if repaid before the Maturity Date (as that term is hereinafter defined), permanently reduces the remaining available credit under this Bank Loan Agreement. 1.2. Purpose of Bank Loan. The purpose of the Bank Loan is to provide funds to Agency for use by Agency in funding a loan to be made by Agency to Temecula Gardens, L.P., a California limited partnership ("Borrower") pursuant to that certain Construction and Term Loan Agreement executed between Agency and Borrower as of even date with this Agreement (the "Agency Loan Agreement"). 1.3. Confirmation of Assignment of Rights to Bank. Agency has assigned its rights and obligations under the Agency Loan Agreement to the Bank pursuant to the Assignment (referred to in Section 1.8 below), which includes, but is not limited to, all rights and obligations of the Agency with respect to: a. approving disbursements of proceeds of the loan made pursuant to the Agency Loan Agreement (the "Agency Loan"); b. making disbursements of principal of the Agency Loan on behalf of and for the account of Agency, by direct disbursement to, or at the direction of, Borrower of proceeds of the Bank Loan made pursuant to this Bank Loan Agreement; c. granting or withholding consents and approvals and making elections and determinations reserved to the "Lender" under the Agency Loan Agreement and the instruments and documents executed in connection therewith; d. receiving payments of principal, interest, fees and reimbursements; e. releasing collateral for or guaranties of, and accepting additional collateral for or guaranties of, the obligations under the Agency Loan; f. exercising rights and remedies following the occurrence of an "Event of Default" under the Agency Loan Agreement; g. foreclosing real and personal property collateral security for the obligations under the Agency Loan; and h. exercising other rights and powers, and performing other obligations and duties of the "Lender" under the Agency Loan Agreement. The Agency acknowledge~ that it is assigning its rights in the Agency Loan absolutely, and the Agency waives any and all rights which the Agency may otherwise have to assert claims or causes of action against Bank in connection with Bank's administration and disbursement of, and implementation of rights and remedies in connection with, the Agency Loan. 1.4. Disbursement Method. Subject to satisfaction of the conditions contained in this Agreement, Bank shall make disbursements of the Bank Loan by advances to Borrower under the Agency Loan Agreement. Bank shall provide Agency with a monthly written summary of advances made under the Agency Loan Agreement to or for the account of Borrower, providing the amounts thereof and the general purposes to which such advances have been applied. 1.5. Availability Period. Subject to the other terms and conditions of this Bank Loan Agreement, Agency may obtain disbursements of principal of the Bank Loan between the date of this Agreement and the earlier of February 1, 2000 or the Permanent Term Commencement Date (as defined in the Agency Note described in Section 1.6 below). If there is an Event of Default, then in addition to Bank's other remedies, Bank shall have no obligation to make further disbursements of principal of the Bank Loan, and may require Agency to repay any amounts outstanding under the Bank Loan in accordance with the Loan Documents. Bank shall have no liability to the Agency for or in respect of any advances of the Bank Loan after the occurrence of any Event of Default, as such term is defined in Section 8 hereof or Section 5 of the Agency Loan Agreement. 1.6. Agency Note. Agency is executing, as of even date with ~his Bank Loan Agreement, a promissory note (construction term and permanent term), hereby designated as the "Redevelopment Agency of the City of Temecula 1998 Multifamily Housing Revenue Note (Mission Village Apartments)" (the "Agency Note"), payable to the order of Bank in the amount of the Maximum Loan Amount. The Agency Note evidences the obligation of Agency to repay the Bank Loan, and sets forth the interest rate and certain other terms and conditions applicable to the Bank Loan. Agency shall keep or cause to be kept at its offices sufficient books for the registration and transfer of the Agency Note, which books shall show the last known owner of the Agency Note; and, upon presentation for such purpose, the Agency shall, subject to compliance with Section 10.17 of this Bank Loan Agreement, register or transfer or cause to be registered or transferred, on said books, the ownership of the Agency Note. The Agency will treat the owner of the Agency Note whose name appears on the note register as the absolute owner of the Agency Note for any and all purposes. 1.7. Fee Deed of Trust. Agency is executing, as of even date with this Bank Loan Agreement, a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (the "Fee Deed of Trust"). The Fee Deed of Trust encumbers the fee interest of Agency in certain real property as more particularly described in the Fee Deed of Trust (the "Property"), and secures the obligations of Agency under this Bank Loan Agreement and the Agency Note. 1.8. Assignment of Documents. Agency is executing, as of even date with this Bank Loan Agreement, an Assignment Agreement (the "Assignment") absolutely assigning to Bank the Agency's right, title and interest in and to the Agency Loan Agreement and the documents executed in connection with the Agency Loan or the collateral security therefor (collectively, the "Agency Loan Documents"), including, without limitation, the following: a. Promissory Note (Construction Term and Permanent Term) made, as of even date with this Bank Loan Agreement, by Borrower to the order of Agency in the original principal amount of $5,800,000 (the "Borrower Note"); b. Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (the "Leasehold Deed of Trust") executed by Borrower as trustor, naming Agency as beneficiary and California Reconveyance Company as trustee, encumbering the leasehold interest of Borrower in and to the Property pursuant to that certain Ground Lease executed as of July ___, 1998 between Agency and Borrower (the "Ground Lease"). c. Environmental Indemnity Agreement, of even date herewith, of the Borrower in favor of the Lender (as defined in the Agency Loan Agreement). d. Assignment of Architect and Engineering Contracts and Plans and Specifications, of even date herewith, of Borrower in favor of Lender. e. Assignment of Construction Contracts, by Borrower for the benefit of Agency and Bank. f. UCC 1 Financing Statement of Borrower in favor of Agency and assigned by Agency to Bank. g. Security Agreement (Partnership Interests and Tax Credits), by Borrower and its partners in favor of Agency and assigned to Bank. 1.9. Bank Loan Documents. The "Bank Loan Documents" are the Agency Loan Documents, together with the documents indicated below, each dated as of the date of this Bank Loan Agreement unless indicated otherwise: a. This Bank Loan Agreement; b. The Agency Note; c. The Fee Deed of Trust; d. The Assignment; and e. The resolution of Agency authorizing Agency to borrow as contemplated by this Bank Loan Agreement, and a certificate of incumbency for the authorized signing officers authorized by Agency to execute this Bank Loan Agreement and the other Bank Loan Documents and Borrower Loan Documents. Capitalized terms used in this Bank Loan Agreement but not defined herein shall have the meaning given to such terms in the other Bank Loan Documents. Expenses and Costs Agency shall cause Borrower to pay solely from funds of the Borrower or amounts disbursed on the Agency Loan) all costs and expenses incurred by Bank in connection with the making, disbursement and administration of the Bank Loan or in connection with Bank's disbursement and administration (in its capacity as agent for Agency) of the Agency Loan, and in connection with the exercise of any of Bank's rights or remedies under the Bank Loan Documents or the Agency Loan Documents. Such costs and expenses shall include legal fees and expenses of Bank's counsel and any other reasonable fees and costs for services, regardless of whether such services are furnished by Bank's employees or by independent contractors, and any transfer or documentary taxes, assessments or charges imposed by any governmental authority by reason of the execution, delivery and performance of the Bank Loan Documents or the Agency Loan Documents. 3. Disbursements, Payments and Costs 3.1. Amounts of Disbursements. Each disbursement of principal of the Bank Loan must be at least Dollars ($ ), or the remaining available portion of the Maximum Loan Amount, whichever is less. 3.2. Conditions to Any Disbursement. The following shall be conditions precedent to the obligation of Bank to make each disbursement of principal of the Bank Loan: a. Borrower shall be in compliance with the conditions set forth in Exhibit F attached to the Agency Loan Agreement; and b. All conditions to the making of a disbursement in a like amount pursuant to the Agency Loan Agreement shall have been satisfied; and c. Borrower shall be in compliance with all of the terms and conditions of the Ground Lease, the Regulatory Agreement and Declaration of Restrictive Covenants, dated as of July 1, 1998 (the "Regulatory Agreement"), between the Borrower and the Agency, and that certain Disposition and Development Agreement executed as of July __, 1998 between Agency and Borrower (the "DDA"); and d. No Event of Default has occurred and no event which, with the giving of notice or the passage of time, or both, would be an Event of Default shall have occurred and be continuing. 3.3. Conditions to Disbursement. In addition to satisfaction of the conditions precedent set forth in Section 3.2, the following shall constitute conditions precedent to the obligation of Bank to make disbursements of principal of the Bank Loan: a. Bank shall have received evidence, in form and content satisfactory to Bank, that the execution, delivery and performance by Agency of the Bank Loan Documents and by Borrower of the Agency Loan Documents have been duly authorized; b. All of the Bank Loan Documents shall have been duly executed by Agency and delivered by Agency to Bank; c. All of the Agency Loan Documents shall have been duly executed by Borrower and delivered by Borrower to Agency; d. The following documents shall have been recorded in the following order of priority: i. The Regulatory Agreement; ii. The Fee Deed of Trust; iii. A memorandum of the Ground Lease; iv. The Leasehold Deed of Trust; and v. The Assignment. e.. Bank shall have received the following title insurance policies at the sole cost of Borrower: i. An ALTA loan policy of tifie insurance (1970 Form), in Form "LP- 10", in the policy amount of $5,800,000, naming Bank as insured and insuring the Fee Deed of Trust to be a first priority lien on the Property, subject only to the Regulatory Agreement and other exceptions approved in writing by Bank (the 4 "Permitted Exceptions"), containing such indorsements as Bank shall require and showing no interests in the Property junior to the Fee Deed of Trust other than the Leasehold Deed of Trust and the Assignment; and ii. An ALTA loan policy (1970 Form), in Form "LP-10" in the policy amount of $5,800,000, naming the Agency as insured, and insuring the Leasehold Deed of Trust as a first priority lien upon the leasehold interest in the Property created pursuant to the Ground Lease, subject to no exceptions other than the Fee Deed of Trust and the Permitted Exceptions, containing such indorsements (including without limitation a CLTA Form 104 Indorsement insuring Bank as assignee of the Fee Deed of Trust pursuant to the Assignment and giving Bank rights of an insured under the policy) as Bank shall require and showing no interests in the Property as junior to the Leasehold Deed of'Trust other than the Assignment. f. A UCC-1 financing statement perfecting the security interests in personal property created pursuant to the Fee Deed of Trust shall have been filed in the Office of the California Secretary of State, and Bank shall have received evidence satisfactory to it that such security interest is a first priority security interest in and to such personal property. g. A UCC-1 financing statement, showing Agency as secured party and Bank as assignee and perfecting the security interests in personal property created pursuant to the Leasehold Deed of Trust, .shall have been filed in the Office of the California Secretary of State, and Bank shall have received evidence satisfactory to it that such security interest is a second priority security interest in and to such personal property, subject only to the security interest created pursuant to the Fee Deed of Trust. h. Bank shall have received a written opinion from Quint & Thimmig LLP, as counsel to the Agency, in form and content satisfactory to Bank, stating that the execution of the Bank Loan Documents and Agency Loan Documents to which Agency is a party by Agency and the performance by Agency of its obligations under such Bank Loan Documents and Agency Loan Documents have been duly authorized by Agency, that the obligations of Agency under such Bank Loan Documents and Agency Loan Documents are enforceable in accordance with the respective terms, and that interest received by Bank under the Agency Note will be excluded from income of Bank for purposes of federal and state income taxation so long as Bank is not a "substantial user" of the Property or a "related person" to the Borrower, within the meaning of Section 147(a) of the Internal Revenue Code of 1986, as amended (the "Code"). i. Bank shall have received payment of all fees and expenses payable pursuant to Sections 2.1 and 2.2. 3.4. Disbursement and Payment Records. Each disbursement by Bank and each payment by Agency will be evidenced by records kept by Bank. 3.5. Payments. Agency hereby authorizes and requests Bank to use Bank Loan funds to pay Bank Loan fees owing to Bank, interest on the Loan, legal fees and expenses of Bank's attorneys which are payable by Agency, and such other sums as may be owing from time to time by notice to or authorization by Agency. Bank at its option may make any such payment on Agency's behalf by debiting the Bank Loan itself, provided that, if the amount to be debited is not reflected in the Cost Breakdown (Exhibit E to the Agency Loan Agreement), two Banking Days prior written notice is given to Agency of any such payment. In the event such disbursement under the Bank Loan causes the total amount of credit outstanding under this Bank Loan Agreement to exceed the Maximum Loan Amount, Agency will immediately cause Borrower (solely from Borrower's funds) to pay the excess to Bank upon Bank's demand. 3.6. Banking Days. All5 payments and disbursements which would be due on a day which is not a Banking Day (as that term is defined in the Agency Note) will be due on the next Banking Day. All payments received on a day which is not a Banking Day will be applied to the Bank Loan on the next Banking Day. 3.7. Conditions to Disbursement for Restoration. The following shall be conditions precedent to the right of Agency to obtain disbursement of proceeds of casualty insurance or condemnation awards, which proceeds may be used by Agency only to restore the Improvements following the occurrence of a casualty or condemnation: a. No Event of Default (as defined in Section 8) shall have occurred, and no event which, with the giving of notice or the passage of time, or both, would be an Event of Default shall have occurred and be continuing; b. Bank shall have received and approved each of the following: i. plans and specifications for the reconstruction of Improvements; ii. copies of all contracts and subcontracts for the reconstruction of the Improvements; iii. if required by Bank, payment and performance bonds for the reconstruction of the Improvements; iv. assignments to Bank of each of the contracts and subcontracts described in clause (ii), in form and content satisfactory to Bank, and consents to such assignment, in form and content satisfactory to Bank, duly executed by the contractors and subcontractors; and v. a line item budget setting forth, in form and level of detail satisfactory to Bank, all costs of reconstruction of the Improvements in accordance with the plans and specifications described in clause (i), above; c. All proceeds of casualty insurance policies or condemnation awards, as the case may be, shall have been received by Bank; d. To the extent that available proceeds received by Bank are insufficient to pay all costs of reconstruction of the Improvements, there shall have delivered the amount of any shortfall, as determined by Bank, into the Borrower's Funds Account (as defined in the Agency Loan Agreement), and e. Bank shall have determined that the Improvements will, following reconstruction, have a fair market value which is at least equal to their value prior to the casualty or condemnation. If all of the foregoing conditions are satisfied, proceeds held by Bank and funds in the Borrower's Funds Account shall be disbursed subject to the consent of Bank, in the same manner and subject to the same conditions (subject to adjustment to reflect the different nature of construction) as applied with respect to the disbursement of the proceeds of the Bank Loan. 4. Representations and Warranties 4.1. Representations and Warranties of Agency. Agency makes the following representations and warranties to the Bank: a. Agency is a public body, corporate and politic, duly organized and existing under the Constitution and laws of the State of California (the "State"). b. Agency has full legal right, power and authority under the laws of the State and has taken all official actions necessary (i) to enter into the Bank Loan Documents and Agency Loan Documents to which it is a party, or (ii) to perform its obligations hereunder and thereunder, and (iii) to consummate all other transactions on its part contemplated by this Bank Loan Agreement. c. The Bank Loan Documents and Agency Loan Documents to which Agency is a party have been duly executed and delivered by Agency and constitute valid and binding limited obligations of Agency, enforceable against Agency in accordance with their respective terms (including, but not limited to, Section 7 hereof), except as limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally. Upon the due execution and; delivery thereof by the other parties thereto, the Bank Loan Documents and Agency Loan Documents to which the Agency is a party will constitute valid and binding obligations of Agency, enforceable against Agency in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally. d. The execution and delivery of the Bank Loan Documents and the Agency Loan Documents to which the Agency is a party, the performance by Agency of its obligations hereunder and thereunder and the consummation of the transactions on its part contemplated hereby and thereby, will not violate any law, rule, regulation or ordinance or any order, judgment or decree of any federal, state or local court, and do not conflict with, or constitute a breach of, or a default under the. terms and conditions of any agreement, instrument, commitment, law, regulation or order to which Agency is a party or by which Agency or any of its property is bound. e. Agency has not been served with any action, suit, proceeding, inquiry or investigation and, to the knowledge of Agency, no action, suit, proceeding, inquiry or investigation is threatened against Agency by or before any court, governmenta. 1 agency or public board or body which (i) affects or questions the existence or the territorial jurisdiction of Agency or the title to office of any members of the governing body of Agency; (ii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of the Bank Loan Documents or Agency Loan Documents to which Agency is a party, or the performance by Agency of its obligations hereunder and thereunder; (iii) affects or questions the validity or enforceability of the Bank Loan Documents, the Agency Loan Documents or the Regulatory Agreement; or (iv) questions the power or authority of Agency to carry out the transactions on its part contemplated by this Bank Loan Agreement or the Regulatory Agreement. f. Agency has determined that the Bank Loan and the Agency Loan will serve the public interest and will further the purposes of the Act (as defined in the Regulatory Agreement) including, among other purposes, providing an opportunity for multifamily residential rental housing for occupancy by, among other persons, persons and families of very low income. g. Agency is not in default on any obligation for borrowed money, any purchase money obligation or any other material lease, commitment, contract, instnunent or obligation which has any adverse effect on its obligations under the Bank Loan 7 Documents or the Agency. Loan Documents, except as has been previously disclosed in writing to Bank. h. No event has occurred which is, or with notice or lapse of time or both would be, an Event of Default under this Bank Loan Agreement. i. Agency's place of business (or, if Agency has more than one place of business, its chief executive office) is located at the address listed under Agency's signature on this Agreement. Each request for a disbursement of principal of the Bank Loan shall constitute a renewal, as of the date of such request, of each of the foregoing representations and warranties. 4.2. Representations, Warranties and Covenants of Bank. Bank as of date hereof, represents, warrants and covenants that: a. Bank is a federal savings bank organized and existing under the laws of the United States of America and has full legal right, power and authority under the laws of the United States and the State (i) to enter into this Bank Loan Agreement, (ii) to perform its obligations hereunder and under the Assignment, and' (iii) to consummate the transactions on its part contemplated by this Bank Loan Agreement and the Assignment. b. This Bank Loan-Agreement and the Assignment have been duly executed and delivered by Bank and constitute valid and binding obligations of Bank, enforceable against Bank in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions affecting the rights of creditors generally. c. The execution and delivery of this Bank Loan Agreement and the Assignment, the performance by Bank of its obligations hereunder and thereunder and the consummation of the transactions on its part contemplated hereby and thereby will not violate any law, regulation, rule or ordinance or any order, judgment or decree of any federal, state or local court and do not conflict with, or constitute a breach of, or a default under, any document, instrument or commitment to which Bank is a party or by which Bank or any of its property is bound. d. Bank has not been served with any action, suit, proceeding, inquiry or investigation and, to the knowledge of Bank, no action, suit, proceeding, inquiry or investigation is threatened against Bank by or before any court, governmental agency or public board or body which (i) affects or seeks to prohibit, restrain or enjoin the loaning of the amounts set forth herein to Agency or the execution and delivery of this Bank Loan Agreement or the Assignment, (ii) affects or questions the validity or enforceability of this Bank Loan Agreement, or (iii) questions the power or authority of Bank to carry out the transactions on its part contemplated by, or to perform its obligations under, this Bank Loan Agreement. 5. Covenants Agency agrees, so long as credit is available under this Bank Loan Agreement and until the Bank Loan is repaid in full: 5.1. Use of Proceeds. To use the proceeds of the Bank Loan only for the purpose of funding advances of principal under the Agency Loan. 5.2. Financial Information. To provide the following financial information and statements and such additional information as requested by Bank from time to time: (a) as soon as available but not later than 180 days after Agency's fiscal year end, financial statements for Agency as of end of such fiscal year in the form disseminated by the Agency pursuant to the California Health and Safety Code and, if such statements have not been audited, certified to be true and correct by the Executive Director of Agency; and (b) such additional financial and other information as Bank may reasonably request from time to time, provided that any extraordinary cost or expense of the Agency (notice of which cost or expense shall be given by the Agency to Bank prior to incurring such cost or expense) to provide any such additional information shall be paid by the Bank. 5.3. Other Debts. Not to have outstanding or incur any direct or contingent debts or lease obligations (other than those to Bank), or become liable for the debts of others which debts or lease obligations are in any way secured by the Agency's interest in the Agency Loan Documents without Bank's written consent. This requirement does not prohibit Agency from entering into any obligation whatsoever that is not in any way secured by any of the Agency Loan Documents or its interest in the Agency Loan. 5.4. Liens. Not to create, assume, or allow any security interest or lien (including judicial liens) on the Property, except: Deeds of trust and security agreements in favor of Bank; Liens outstanding on the date of this Bank Loan Agreement; or Additional liens described in Exhibit C attached hereto. 5.5. Notices to Bank. To promptly notify Bank in writing of: a. any Event of Default hereunder or any event which would become an Event of Default hereunder upon the giving of notice, the passage of time, or both; b. any "Event of Default" under the Agency Loan Agreement or any event which would become an "Event of Default" under the Agency Loan Agreement upon the giving of notice, the passage of time, or both; c. any breach or event of default under the Ground Lease or the DDA or any event which would become such a breach or event of default upon the giving of notice, the passage of time, or both; d. any change in Agency's place of business; e. any lawsuit or arbitration against Agency which, if resolved adversely to Agency, would have a material, adverse effect upon the financial condition of Agency; and f. any material adverse change in Agency's financial condition or operations. 5.6. Audits; Books and Records. To maintain adequate books and records related to its interest in the Property and to allow Bank and its agents to inspect and make copies of such books and records at any reasonable time following reasonable written notice. If any of such books or records of the Agency are in the possession of a third party, Agency hereby authorizes that third party to permit Bank or its agents to have access to perform inspections and to respond to Bank's requests for information concerning such books and records. 5.7. Compliance with Laws. To comply with the laws (including any fictitious name statute), regulations and orders of any government body with authority over Agency's business the failure to comply with which has a material adverse affect on the Agency's obligations under the Bank Loan Documents or the Agency Loan Documents to which the Agency is a party. 5.8. Additional Negative Covenants. Not to, without Bank's written consent: a. engage in any activities not permitted under the California Redevelopment Law; b. liquidate or dissolve; c. lease, or dispose of its interest in the Property, except as permitted under the Ground Lease and the DDA; d. use any proceeds of the Bank Loan, directly or indirectly, to purchase or carry, or reduce or retire any loan incurred to purchase or carry any "margin stock" (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any margin stock; or e. use any proceeds of the Bank Loan for personal, family, household or other consumer purposes. 5.9. Cooperation. To take any action reasonably requested by Bank to carry out the intent of the Bank Loan Documents and the Borrower Loan Documents, provided that the Agency is reasonably assured that the Borrower will pay the cost to the Agency related to any such action and indemnify the Agency in respect thereof. 6. Collateral The obligations of Agency under this Bank Loan Agreement and the Bank Note are secured by the Deed of Trust and by the Assignment. 7. Limitation on Liability. 7.1. Limited Liability. All obligations and any liability of Agency under this Bank Loan Agreement, the Agency Note and the other Bank Loan Documents and Borrower Loan Documents shall be limited, special obligations of Agency, payable solely and only from amounts received by Bank, as assignee of Agency, from Borrower or Agency under the Borrower Loan Documents. 7.2. Nature of Agency's Obligations. Agency shall repay the Loan and pay the other fees, costs and reimbursements payable by Agency under this Agreement and the other Bank Loan Documents (but only from amounts paid to Agency, or Bank in its capacity as agent for Agency, by Borrower pursuant to the Agency Loan Documents), irrespective of any rights of set-off, recoupment or counterclaim Agency might otherwise have against Bank or any other person. Agency will not suspend, discontinue or reduce any such payment or (except as expressly provided herein) terminate this Bank Loan Agreement for any cause, including, without limiting the generality of the foregoing, (i) any delay or interruption in the operation of the Property; (ii) the failure to obtain any permit, order or action of any kind from any governmental agency relating to the Agency Loan or the Property; (iii) any event constituting force majeure; (iv) any acts or circumstances that may constitute commercial frustration of purpose; (v) the termination of this Agreement; (vi) any change in the laws of the United States of America, the State or any political subdivision thereof; of (vii) any failure of Agency or Bank to perform or observe any covenant whether expressed or implied, or to discharge any duty, 10 liability or obligation arising out of or connected with the Agency Note; it being the intention of the parties that, as long as the Agency Note or any portion thereof remains outstanding and unpaid, Agency shall be obligated to repay the Bank Loan, but only from amounts paid to Agency or Bank (in its capacity as agent for Agency) by Borrower pursuant to the Agency Loan Documents. This Section 7.2 shall not be construed to release Agency from any of its obligations hereunder, or, except as provided in this Section 7.2, to prevent or restrict Agency from asserting any rights which it may have against Bank under the Bank Loan Documents or under any provision of law or to prevent or restrict Agency from prosecuting or defending any action or proceeding by or against Bank or Borrower or taking any other action to protect or secure its rights, or to prevent or restrict Bank from asserting any rights which it may have against Borrower. 7.3. Limitations Upon Recourse. Neither Agency nor the officers and directors or agents of Agency shall be personally liable for the amounts owing under the Bank Loan Documents; and Bank's remedies upon the occurrence of an Event of Default shall be limited to those remedies set forth in Sections 8 and 9 hereof and, if a default also exists under the Borrower Loan Agreement, to commence foreclosure under the Leasehold Deed of Trust and the exercise of the power of sale or other rights granted thereunder. Upon the occurrence of an Event of Default hereunder, Bank shall not have the right to obtain a deficiency judgment after foreclosure from Agency. 8. Default If any of the following events (each an "Event of Default") occurs, Bank may declare Ageficy in default, stop making any additional credit available to Agency under the Bank Loan, and require Agency to repay its entire debt evidenced by the Agency Note immediately and without prior notice. However, if a bankruptcy petition is filed with respect to Agency, the entire debt outstanding under this Bank Loan Agreement shall automatically be due immediately. 8.1. Failure to Pay. Agency fails to make a payment due under the Bank Loan Documents within 15 days after the date when due. 8.2. Dissolution. Dissolution, termination or liquidation of Agency. 8.3. Bankruptcy. Agency files a bankruptcy petition or makes a general assignment for the benefit of creditors, or a bankruptcy petition is filed against Agency and is not dismissed within a period of 45 days after the filing; provided, however, that Bank will not be obligated to make any disbursement of principal of the Bank Loan or extend any additional credit hereunder to Agency during that period. 8.4. terminated. Receivers. A receiver or similar official is appointed for Agency or Agency is 8.5. Government Action. Any government authority takes action that Bank believes materially adversely affects Agency's ability to repay the Bank Loan. 8.6. Default under Bank Loan Documents. Any Bank Loan Document is breached, violated or is no longer in effect. 8.7. Other Breach Under This Agreement. Agency fails to meet the conditions of or fails to perform any obligation under any term of this Bank Loan Agreement not specifically referred to in this Article. If, in Bank's opinion, the breach is capable of being remedied, the breach will not be considered an Event of Default under this Bank Loan Agreement for a period 11 of thirty (30) days after the date on which Bank gives written notice of the breach to Agency; provided, however, that Bank will not be obligated to make any disbursement of principal of the Bank Loan or extend any additional credit hereunder to Agency during that period. 8.8. Cross-default. Any Event of Default occurs under the Agency Loan Agreement. 8.9. Ground Lease and DDA. A breach or default occurs under the Ground Lease or the DDA, unless waived by the Agency and such waiver has been approved by the Bank which approval shall not be unreasonably delayed or withheld. 8.10. False Information. Agency has given Bank false or misleading information or representations related to the Property or the Bank Loan Documents. 8.11. Determination of Taxability. Receipt of notice by the Bank or the Agency from the Internal Revenue Service or other government agency that interest payable on the Agency Note is not tax-exempt. 9. Remedies 9.1. Remedies. If an Event of Default occurs under this Bank Loan Agreement or any of the Bank Loan Documents, Bank may exercise any right or remedy which it has under any of the Bank Loan Documents or which is otherwise available at law or in equity, including, without limitation, foreclosure under the real and personal property collateral held by Bank for the obligations of Agency under this Bank Loan Agreement and the Agency Note. All of Bank's rights and remedies shall be cumulative. At Bank's option, exercisable in its sole discretion, all of Agency's obligations under the Bank Loan Documents will become immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind. 10. Miscellaneous 10.1. California Law. This Bank Loan Agreement is governed by California law but without regard to the choice of law rules of California. 10.2. Additional Instruments. Agency hereby covenants to execute and deliver, or causes to be executed and delivered (at the expense of the Borrower), such additional instruments and to perform such additional acts, or cause the performance of such additional acts, as may be necessary, in the opinion of Bank, acting reasonably, to carry out the intent of the Agency Loan and the Borrower Note or to perfect or give further assurances of any of the rights granted or provided for in the Bank Loan Documents. 10.3. Notice Of Certain Events. Agency hereby covenants to advise Bank promptly in writing of the occurrence of any Event of Default under and as defined in this Bank Loan Agreement or the Regulatory Agreement of which its Executive Director is aware, or any event which, with the passage of time or service of notice, or both, would constitute an Event of Default thereunder of which its Executive Director is aware, specifying the nature and period of existence of such event and the actions being taken or proposed to be taken with respect thereto. In addition, Agency shall cause Borrower to advise Agency and Bank promptly in writing of the occurrence of any default under the Agency Loan. 10.4. Consent to Assignment. Agency has made an absolute assignment under the Assignment to Bank of all rights and interest of Agency in and to the Agency Loan Agreement (except its rights under Section 2.17 and its reserved rights under Sections 2.12, 7.9 and 7.10 12 thereunder), and the Leasehold Deed of Trust and Borrower Note, and Bank hereby consents to all such assignments. 10.5. Compliance with Usury Laws. Notwithstanding any other provision of this Bank Loan Agreement, it is agreed and understood that in no event shall this Bank Loan Agreement, the Agency Note or any other Bank Loan Document be construed as requiring Agency or any other person to pay interest and other costs or considerations that constitute interest under any applicable law which are in an amount in excess of the maximum amount of interest allowed under any applicable law. In the event of any acceleration of the payment of the principal amount of the Bank Note or other evidence of indebtedness, that portion of any interest payment in excess of the maximum legal rate of interest shall be cancelled automatically as of the date of such acceleration, or if theretofore paid, credited to the pr'mcipal amount. 10.6. No Arbitrage. Agency shall not take, nor permit nor suffer to be taken, any action with respect to the proceeds of the Agency Note which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of initial funding of the Bank Loan would have caused the Agency Note to be an "arbitrage bond" within the meaning of section 148 of the Code and the regulations promulgated hereunder. Agency covenants to cause Borrower to rebate to the united States Treasury, any amounts which are required to be rebated thereto in respect of the Agency Note or the Borrower Note pursuant to the Code and any regulations promulgated thereunder. 10.7. Limitation of Issuance Costs. Agency shall assure that, from the proceeds of the Agency Note received from the Bank and investment earnings thereon, an amount not in excess of two percent (2%) of the face amount of the Agency Note shall be used to pay for, or provide for the payment of costs associated with the issuance, execution and delivery of the Agency Note, the Borrower Note, the Bank Loan Documents or the Agency Loan Documents. For this purpose, if the fees of such original purchaser are retained as a discount on the purchase of the Agency Note, such retention shall be deemed to be an expenditure of proceeds of the Agency Note for said fees. 10.8. Federal Guarantee Prohibition. Agency shall take no action nor permit nor suffer any action to be taken if the result of the same would be to cause the Agency Note to be "federally guaranteed" within the meaning of Section 149(b) of the Code. 10.9. Prohibited Facilities. No portion of the proceeds of the Agency Note shall be used to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. No portion of the proceeds of the Agency Note shall be used for an office unless the office is located on the premises of the facilities constituting the Development and unless not more than a de minimus amount of the functions to be performed at such office is not related to the day-to-day operations of the Development. 10.10. Use Covenant. Agency shall not use or knowingly permit the use of any proceeds of Agency Note or any other funds of Agency, directly or indirectly, in any manner, and shall not take or permit to be taken any other action or actions, which would result in the Agency Note being treated as an obligation not described in Section 142(d) of the Code. 10.11. Presentment, Demands and Notice. Bank shall be under no duty or obligation (a) !o .make or give .any presentment, demands for performances, notices of nonperformance, protests, notices ot protest or notices of dishonor in connection with any obligation or indebtedness under the Bank Loan Documents. 10.12. [intentionally omitted.] 13 10.'13. Attorneys' Fees. In the event of a lawsuit or arbitration proceeding, including any tort proceeding, between or among the parties hereto, the prevailing party is entitled to recover costs and reasonable attorneys' fees (including any allocated costs of in-house counsel) incurred in connection with the lawsuit or arbitration proceeding, as determined by the court or arbitrator. 10.14. Loss of Tax Exclusion. Agency understands that the interest rates provided under the Agency Note are based on the assumption that. interest income paid on the Agency Note and received by Bank will be excludable from Bank s gross income under Section 103 of the Code and exempt from personal income taxation under applicable state law. In the event that (i) Agency receives notice from Bank that Bank has discovered any facts, actions or failures to act by Agency or Borrower that would cause the Agency Note not to be treated as tax- exempt; or (ii) Bank receives notice from the Internal Revenue Service or other government agency that interest payable on the Agency Note is not tax-exempt, then the interest rate applicable pursuant to the Agency Note shall be changed (subject to any limitation in the Act) to the Default Rate (as that term is defined in the Agency Note). If, within one hundred eighty (180) days following the date of the conversion of interest hereunder to the Default Rate, Agency delivers to Bank evidence satisfactory to Bank that interest on the Agency Note is tax-exempt (which may consist of an opinion of bond counsel from a law firm and in form and substance acceptable to Bank to such effect), Bank will promptly refund to the entity that paid the same an amount equal to the difference between the interest actually paid at the Default Rate and the interest which would have been payable hereunder in the absence of a conversion to the Default Rate. Any increase in the interest rate pursuant to this Section 10.14 will be applied both prospectively and retroactively to the date upon which interest on the Agency Note becomes (or is stated by the Internal Revenue Service to have become) taxable, and Agency shall pay to Bank (subject to any limitation in the Act, as defined in the Regulatory Agreement) promptly upon demand any interest due. Agency shall also indemnify, defend and hold Bank harmless from any penalties, interest expense or other costs, including reasonable attorneys' fees (including all allocated charges of Bank's internal counsel) and accountants' costs, resulting from any dispute with the Internal Revenue Service concerning the proper tax treatment of the Agency Note and the interest payable to Bank on the Agency Note. The obligations of Agency under this Section 10.14 shall survive termination of this Bank Loan Agreement and repayment of the Bank Loan. 10.15. Tax Status of Note. Agency hereby agrees as follows: (a) that Agency will not take or permit any action to be taken that would adversely affect either the exclusion from gross income for federal income tax purposes of the interest on the Agency Note and, if it should take or permit any such action, Agency will take all lawful actions to rescind such action promptly upon having knowledge thereof; and (b) that Agency will take such action or actions, including amending the Bank Loan Agreement and Agency Note, as determined reasonably necessary in the opinion of Bond Counsel to comply fully with all applicable rules, rulings, policies, procedures, regulations or other official statements promulgated or proposed by the United States Department of the Treasury or the Internal Revenue Service under the Code. 10.16. Notices. All notices required under this Bank Loan Agreement shall be personally delivered or sent by registered or certified mail, postage prepaid, or facsimile transmission to the addresses on the signature page of this Bank Loan Agreement, or to such other addresses as Bank and Agency may specify from time to time in writing. Notices shall be effective upon receipt or when proper delivery is refused. 14 10.17. Successors and Assigns; Transfer or Sale of Agency Note. This Bank Loan Agreement is binding on Agency's and Bank's successors and assignees. Agency agrees that it may not assign this Bank Loan Agreement or the other Bank Loan Documents without Bank's prior consent. Bank may sell participations in this Bank Loan Agreement, and may provide financial information about Agency to actual or potential participants or assignees, without notice to or consent of Agency, but any assignment by Bank of its interests in this Bank Loan Agreement or the Agency Note, or any sale or transfer by Bank of the Agency Note, shall be (i) in whole, but not in part, to a financial institution which provides to the Agency, prior to such transfer, a letter substantially in the form of Exhibit A hereto, and (ii) subject to the prior written approval of the Agency. 10.18. No Third Parties Benefited. This Bank Loan Agreement is made and entered into for the sole protection and benefit of Bank and Agency and their successors and assigns. No trust fund is created by this Bank Loan Agreement and no other persons or entitles shall have any right of action under this Bank Loan Agreement or any right to the Bank Loan funds. 10.19. Integration; Relation to Any Loan Commitment; Headings. The Bank Loan Documents (a) integrate all the terms and conditions in or incidental to this Bank Loan Agreement, (b) supersede all oral negotiations and prior writings with respect to their subject matter, including any loan commitment to Agency or Borrower, and (c) are intended by the parties as the final expression of the agreement with respect to the terms and conditions set forth in those documents and as the complete and exclusive statement of the terms agreed to by the parties. No representation, understanding, promise or condition shall be enforceable against any party unless it is contained in the Bank Loan Documents. If there is any conflict between the terms, conditions and provisions of this Bank Loan Agreement and those of any other agreement or instrument, including any other Bank Loan Document, the terms, conditions and provisions of this Bank Loan Agreement shall prevail. Headings and captions are for reference only and shall not affect the interpretation or meaning of any provisions of this Bank Loan Agreement. The exhibits to this Bank Loan Agreement are hereby incorporated in this Bank Loan Agreement. 10.20. Interpretation. (a) Time is of the essence in the performance of this Bank Loan Agreement. (b) The word "include(s)" means "include(s), without limitation," and the word "including" means "including but not limited to." No listing of specific instances, items or matters in any way limits the scope or generality of any language of this Bank Loan Agreement. 10.21. Severability; Waivers; Amendments. This Bank Loan Agreement may not be modified or amended except by a written agreement signed by the parties. Any consent or waiver under this Bank Loan Agreement must be in writing. If any part of this Bank Loan Agreement is not enforceable, the rest of this Bank Loan Agreement may be enforced. If Bank waives a default, it may enforce a later default. No waiver shall be construed as a continuing waiver. No waiver shall be implied from Bank's delay in exercising or failure to exercise any right or remedy against Agency. Consent by Bank to any act or omission by Agency shall not be construed as a consent to any other or subsequent act or omission or as a waiver of the requirement for Bank's consent to be obtained in any future or other instance. Bank retains all of its rights and remedies, even if it makes an advance after a default. 10.22. Counterparts. This Bank Loan Agreement may be executed in counterparts each of which, when executed, shall be deemed an original, and all such counterparts shall constitute one and the same agreement. 15 This Bank Loan Agreement is executed as of the date stated at the top of the first page. "Bank": WASHINGTON MUTUAL BANK, FA By Title By Title Address where notices to Bank are to be sent: Washington Mutual Bank, FA Community Lending and Investment Department 17877 Von Karman Avenue, 4th Floor Mail Stop: IRB4CMO Irvine, CA 92614 "Agency": REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By: Executive Director Address where notices to Agency are to be sent: Redevelopment Agency of the City of Temecula 43200 Business Park Drive Temecula, CA 92590 Attention: Executive Director 16 EXHIBIT A FORM OF TRANSFEREE LETTER [date of transfer] Redevelopment Agency of the City of Temecula 43200 Business Park Drive Temecula, California 92590 Redevelopment Agency of the City of Temecula 1998 Multifamily Housing Revenue Note (Mission Village Apartments) Ladies and Gentlemen: In connection with our purchase the above-referenced note (the "Note") on the date hereof, the undersigned (the "Purchaser") hereby represents, warrants and agrees that: 1. The Purchaser has sufficient knowledge and experience in financial and business matters to be able to evaluate the risks and merits of the investment represented by the purchase of the Note, and to be able to evaluate the creditworthiness of Temecula Gardens, L.P., a California limited parmership (the "Borrower"), and the credit quality of the Agency Loan Agreement (defined below) and the Note. 2. The Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the United States Securities Act Of 1933, as amended. 3. The Purchaser has made its own inquiry and analysis with respect to the Borrower, the security for the Note and the ability of the Borrower to fulfill its obligations under the Construction and Term Loan Agreement (the "Agency Loan Agreement") dated as of July 1, 1998, by and between the Borrower and the Redevelopment Agency of the City of T.emecula (the "Agency"), and the Leasehold Deed of Trust (as such term is used in the Agency Loan Agreement). 4. The Purchaser either has been supplied with or has had access to such information as it has requested relating to its investment decision to purchase the Note. 5. The Purchaser acknowledges that the Agency has not made any representation regarding the quality, creditworthiness or liquidity of the Note. 6. The Note (a) is not being registered under the Securities Act of 1933, as amended, and is not being registered or otherwise qualified for sale under the "Blue Sky" laws or regulations of any state, (b) will not be listed on any stock or other securities exchange, (c) will not carry a rating from any rating service, and (d) may not be readily marketable. The Purchaser agrees and acknowledges that the Note cannot be sold or assigned to an entity unless (i) the Agency approves such sale or assignment, and (ii) any such sale or assignment is of the entire Note, and to a purchaser that delivers a letter to the Agency substantially in the form of this letter. A~I 7. The Purchaser is able to bear the economic risk of the investment represented by its purchase of the Note. 8. The Purchaser is acquiring the Note for its own account for investment and not with a view to dividing its participation with others or with a view to, or for resale in connection with, a "distribution" (as that term is used in United States Securities Act of 1933, as amended, and Rules and Regulations of the Securities and Exchange Commission promulgated thereunder) of all or any portion thereof. The Purchaser has no present intention of selling, negotiating or otherwise disposing of the Note or any participation therein. In the event that it does so sell the Note in the future, it shall assume the responsibility for disclosure of all material information that may be necessary to comply with all federal and related state securities laws. 9. The Purchaser shall not assign or offer the Note or any interest therein for sale without complying with all applicable securities laws and the applicable provisions of Section 10.17 of the Bank Loan Agreement (as defined in the Agency Loan Agreement). By: A-2 Loan No. 91-69794212 PROMISSORY NOTE (Construction Term and Permanent Term) Irvine, California July__, 1998 For value received, the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic, organized and existing under the laws of the State of California ("Borrower") promise(s) to pay to the order of WASHINGTON MUTUAL BANK, FA, at Post Office Box 92190, Los Angeles, California 90009-2190, or at such other place as the holder of this Note ("Lender") may from time to time designate in ~writing, the sum of DOLLARS ($ ) in lawful money of the United States, with interest thereon from the date of disbursement until paid at the rates set forth below. During the Construction Term (as defined below) interest shah be calculated on the basis of a 360-day year and the actual number of days elapsed, computed on daily balances. During the Permanent Term (as def'med below) interest for each full calendar month shall be calculated on the basis of a 360-day year and a 30-day month. Interest for any partial calendar month shall be calculated on the basis of a 365 or 366-day year and the actual number of days in that month. This Note shall evidence a construction loan ("Construction Loan") to Borrower for the purpose of the construction and rehabilitation of improvements ("Improvements") on the Property (as defined below). This Note shall also evidence a permanent loan (the "Permanent Loan"). This Note, and all other documents evidencing or securing either the Construction Loan, the Permanent Loan, or both of them, are sometimes collectively referred to herein as the "Loan Documents". 1. Con.qtruction Term. a. Definition. The "Construction Term" shall mean the period beginning on the date of this Nord and ending on the earlier of (the "Initial Construction Termination Date"): (i) February 1, 2000, or (ii) the day immediately preceding the Permanent Term Commencement Date (as defined below); provided, however, Borrower may elect to extend the Construction Term of this Note for one (but only one) six (6) month period by giving Lender notice of its election to so extend at least thirty (30) days' prior to the Initial Construction Termination Date and upon payment to Lender of a fee of , and provided that no uncured Event of Default (as def'med below) exists hereunder or under any of the Security Documents (as defined below), either on the date the option is exercised or on the Initial Construction Termination Date, and no event is then existing that would, with passage of time, s:\b\temecula\bardc.pn 7/1/98 12:24pm the giving of notice or the expiration of a period of grace ripen into any such Event of Default. Borrower agrees to pay all costs incurred by Lender in connection with the extension including, but not limited to, attorney's fees, if any, and the cost of an endorsement to Lender's existing lender's policy of title insurance insuring the continued first lien priority of the Deed of Trust (as defined below). b. Interest Rate. During the Construction Term, this Note shall bear interest at a variable rate, adjusted daily (the "Construction Note Rate") equal to "Prime" (as defined below). As used herein, "Prime" shall mean the prime rate of interest published from time to time in The Wall Street Journal. If The Wall Street Journal ceases to publish Prime, Lender shall select another reasonably equivalent standard on which to base the Note Rate during the Construction Term. c. Monthly Payments. Beginning on the first day of the first calendar month after the first disbursement of funds by Lender under this Note, and on the same day of each and every calendar month thereafter (the "Monthly Payment Dates") through and including the Permanent Term Commencement Date or, if the Construction Loan is not converted to the Permanent Loan as provided below, until such time as this Note is repaid in full, Borrower shall make monthly payments to Lender of accrued interest only on funds actually disbursed by Lender to Borrower. 2. Permanent Term. a. Definition. The "Permanent Term" shall mean the period beginning on the Permanent Term Commencement Date and ending on the Maturity Date (as der'meal below). b. Interest Rate. During the Permanent Term: Beginning on the Permanent Term Commencement Date, this Note shall bear interest at the rate of six and three-quarters percent (6.75 %) per annum (the ~Permanent Note Rate"). c. Monthly Payments. Beginning on the f~rst day of the month following the Permanent Term Cominencement Date and on the same day of each and every calendar month thereafter (also, the "Monthly Payment Dates") throughout the remaining term of this Note, Borrower shall make substantially equal monthly payments of principal and interest (the "Monthly Payment Amount") to Lender in an amount sufficient to repay the unpaid principal balance of this Note as of the Permanent Term Commencement Date in full, together with interest at the Permanent Note Rate, by February 1, 2030. d. Conversion to Permanent Loan. The "Permanent Term Commencement Date" shall mean the first day of the month following the date that the Permanent s: \b\temecula\bank.pn 7/I/98 12:24pm 2 Term Conversion Conditions (as defined below) are satisfied. The Constm6tion Loan shall convert to the Permanent Loan only upon the satisfaction of all of the following conditions (the "Permanent Term Conversion Conditions"): (1) Borrower shall have given Lender irrevocable written notice of Borrower's election to convert the Construction Loan to the Permanent Loan at least sixty (60) but no earlier than ninety (90) days prior to the expiration of the Construction Term. (2) Borrower shall have substantially completed construction of the Improvements on the Property and delivered to Lender evidence satisfactory to Lender, in its sole discretion, that a final unconditional certificate of occupancy has been issued by the appropriate governmental authority having jurisdiction over the Property. (3) Borrower shall have complied with each and every condition precedent to fmal disbursement of proceeds of the Construction Loan contained in the Loan Documents. (4) Lender shall have obtained, at Borrower's sole expense, an endorsement to Lender's title insurance policy in form and substance acceptable to Lender in its sole discretion, insuring the continued first lien priority of the Deed of Trust with respect to the full amount advanced and containing no additional exceptions to title. (5) No uncured Event of Default exists hereunder or under the Deed of Trust, the Loan Agreement or any of the other Security Documents, and no event is then existing that would, through the passage of time, the giving of notice or the expiration of a period of grace ripen into an Event of Default. (6) below) of no less than 1:15 to 1. There shall be a Debt Service Coverage Ratio (as def'med (7) There shall be a Loan-to-Value Ratio (as der'meal below) of no greater than 75 %. (8) Lender shall have obtained, at Borrower's sole expense, a redocumentation of value of the Property (as determined by the appraisal of the Property prepared for Lender prior to the commencement of construction of the Improvements) in form and substance acceptable to Lender in its sole discretion, prepared for Lender by an appraiser approved by Lender, or, at the option of Lender, by an employee of Lender, or, if required by Lender, a new appraisal of the Property prepared by an appraiser approved by Lender and in form and substance acceptable to Lender in its sole discretion and, in any event, the redocumentation of value or new appraisal is subject to review and adjustment by a review appraiser employed or retained by Lender. The original appraisal, together with the redocumentation of value, if any, or the new s:\b\temecula\bank.pn 7/1/98 12:24pm 3 appraisal, as so reviewed and adjusted, that is accepted by Lender as satisfying the requirements of this subsection is referred to herein as the "Final Appraisal". following meanings: Definitions. As used herein, the following terms shall have the (1) "Debt Service Coverage Ratio" shall mean the ratio that annual Net Operating Income bears to the sum of all payments of principal and interest under this Note and all other loans secured by the Property or its revenues that must be made during the twelve (12) month period following the Permanent Term Commencement Date. (2) "Net Operating Income" shah mean: (A) Gross Potential Income, minus (B) the Vacancy Factor, and minus (C) Operating Expenses. (3) "Gross Potential Income" shall mean: (A) the Average Rent Per Unit, multiplied by (B) the total number of Units in the Property, plus (C) such other income from the Property as may be included in Lender's sole discretion. (4) "Vacancy Factor" shall mean the greater of: (A) five percent (5.0(}%) of Gross Potential Income, (B) a market vacancy rate determined by Lender in its sole discretion, and (C) Average Rent Per Unit, multiplied by the number of vacant Units based on the Rent Roll for all vacant Units in the Property. (5) "Operating Expenses" shall mean the greater of: (A) actual operating expenses incurred for the Property (based on operating statements delivered by Borrower to Lender at least thirty (30) days prior to the Permanent Term Commencement Date in form and substance satisfactory to Lender) during the three (3) month period ending no earlier than thirty (30) days immediately preceding the date of delivery of such statements to Lender, multiplied by four (4), (B) an amount determined by Lender in Lender's sole discretion, or (C) annualized operating expenses for the Property determined by the appraiser who has prepared the Final Appraisal or, at the option of Lender, by an employee of Lender. (6) "Average Rent Per Unit Type" shall mean the average monthly rent per Unit actually received by Borrower from bona fide tenants in occupancy and paying rent with no offset, based on the Rent Roll, multiplied by twelve (12). (7) "Units" shall mean the completed apartment units which are part of the Improvements. (8) "Rent Roll" shah mean a rent roll for the Property delivered to Lender at least thirty (30) days prior to the Permanent Term Commencement Date, which rent s:\b\tcmccula\bank.pn 7/I/98 12:24pm 4 roll shall be dated no earlier than sixty (60) days immediately preceding the Permanent Term Commencement Date. (9) "Loan-to-Value Ratio" shall mean the ratio that the unpaid principal balance of this Note as of the Permanent Term Commencement Date bears to the value of the Property as determined by the Final Appraisal. 3. Maturity. Unless the Construction Loan is converted to the Permanent Loan as provided above, the entire unpaid principal balance of this Note, plus all accrued and unpaid interest and all other amounts owing hereunder or under the Security Documents, shall be due and payable on February 1, 2000 (the "Maturity Date"); provided, however, that if the Construction Term has been extended as provided above, the original Maturity Date shall be extended to August 1, 2000. If the Construction Loan is converted to the Permanent Loan as provided above, the entire unpaid principal balance of this Note, plus all accrued and unpaid interest and all other amounts owing hereunder or under the Security Documents shall be due and payable on, and the Maturity Date shall be, February 1, 2030. 4. Application of Payments. Payments on this Note shall be applied: (i) first, to the payment of accrued interest; (ii) second, at the option of Lender, to the payment of any other amounts owing under this Note or secured by the Security Documents, other than accrued interest and principal, including, but not limited to advances Lender may have made for attorneys' fees or for taxes, assessments, insurance premiums or other charges on any property given as security for this Note and late charges due hereunder; and (iii) third, to the reduction of principal of this Note. 5. Prepayment. a. During the Construction Term, Borrower may prepay its obligation under this Note in full or in part without payment of a prepayment premium. b. During the Permanent Term, except as otherwise hereinafter provided, Borrower may, upon thirty (30) days' prior written notice to Lender, prepay its obligation under this Note in full or in part on any Monthly Payment Date upon payment of a premium (the "Prepayment Premiurd") as follows: c. The "Prepayment Premium" shall be the present value, as of the date of prepayment, of a stream of monthly interest payments for the remaining to the earlier to occur of the Maturity Date computed on the basis of (i) the amount prepaid; and (ii) an interest rate equal to the amount, if any, by which (A) the Permanent Note Rate exceeds (B) the Reinvestment Rate (as def'med below). Each of such monthly interest payments shall be discounted to present value at the Reinvestment Rate from the applicable Monthly Payment Date to the date of prepayment. s:\b\temecula\bank.pn 7/I/98 12:24pm 5 d. The "Reinvestment Rate" shall be based on the weekly average Treasury constant maturity yields reported in Publication H. 15. The figures in the most recent edition of Publication H. 15 available as of the prepayment date that appear in the coltann for the week ending immediately preceding the date of such edition shall be used for purposes of the Reinvestment Rate calculation. The Reinvestment Rate shall be the yield adjusted to constant maturities stated in Publication H. 15 for the U.S. Government security having a maturity that most closely corresponds to the Maturity Date, determined by linear interpolation between the yields reported in Publication H. 15, if necessary, plus two percent (2.00%). e. Lender may, in its reasonable discretion, select an alternative source of the Reinvestment Rate if Publication H. 15 ceases to be available, or if the method of calculating Treasury constant maturity yield figures set forth therein changes so as to substantially impact the calculation of the Reinvestment Rate. f. Notwithstanding the foregoing, Borrower may prepay its obligation under this Note in full or in part at any time during the sixty (60) days preceding the Maturity Date without payment of a Prepayment Premium. g. Borrower expressly waives any right to prepay this Note except as specifically provided in this section. Therefore, if the maturity of this Note is accelerated for any reason, including, without limitation, the occurrence of any Event of Default hereunder or under the Deed of Trust, or any of the Security Documents, then any subsequent tender of payment of this Note, including any redemption following foreclosure of the Deed of Trust, shall constitute an evasion of the restrictions on prepayment set forth herein and shall be deemed a voluntary prepayment. Accordingly, Lender may impose as a condition to accepting any such tender, and may bid at any sheriffs or tmstee's sale under the Deed of Trust, and/or include in any complaint for judicial foreclosure or any claim in bankruptcy, as part of the indebtedness evidenced by this Note and secured by the Deed of Trust, the Prepayment Premium that would have otherwise been payable hereunder for prepayment of this Note occurring on the date of such acceleration. The Prepayment Premium will not be payable for prepayment of this Note occurring as a result of the application of insurance and condemnation proceeds to the reduction of the unpaid principal balance of this Note. h. Borrow6r acknowledges that: (i) it is a knowledgeable real estate investor, (ii) it fully understands the effect of the above waiver, (iii) the making of the loan evidenced by this Note at the interest rates set forth above is sufficient consideration for such waiver, and (iv) Lender would not make the loan evidenced by this Note without such waiver. i. Borrower acknowledges that any statement made by Lender setting forth the amount of the Prepayment Premium be binding upon Lender only if such statement is made in writing and that the amount of the Prepayment Premium set forth in such statement is subject to change and is valid only for the date of such statement. s:\b\temccula\bank.pn 7/1/98 12:24pm 6 j. Notwithstanding the foregoing, Borrower may prepay the Loan in whole or in part without payment of a Prepayment Premium during the sixty (60) day period preceding the Maturity Date. 6. Late Charge. a. If principal and/or interest payable hereunder is paid more than ten (10) days after the due date thereof, Borrower promises to pay a late charge of five percent (5 %) of the delinquent amount ("Late Charge") as liquidated damages for the extra expense in handling past due payments. If payment of any other amounts under this Note or under the Deed of Trust not timely made remains overdue and payable after the expiration of any applicable cure period, Lender shall be entitled to damages for the detriment caused thereby and Borrower, without notice or demand by Lender, shall pay the Late Charge, and interest shall thereafter accrue on the Principal Amount at the Default Rate until such amounts are paid. On the occurrence of an Event of Default (inclusive of any cure periods with respect thereto) under the terms of any Loan Document, Lender shall be entitled to damages for the detriment caused thereby and Borrower, without notice or demand by Lender, shall thereafter pay interest at the Default Rate until the Event of Default is cured. b. Borrower recognizes that its failure to make payments as provided herein or in the Deed of Trust as agreed to be paid when due, or otherwise causing an Event of Default to occur hereunder or under any other Loan Document, will require Lender to incur additional expense in servicing the Loan, in loss to Lender of the use of the money due and in frustration to Lender in meeting its other financial and loan commitments and that damages caused thereby would be extremely difficult and impractical to ascertain. Borrower agrees that an amount equal to the Late Charge plus the accrual of interest at the Default Rate, is a reasonable estimate of the damage to Lender in the event of late payment of principal and/or interest, and that the accrual of interest at the Default Rate following any other Event of Default is a reasonable estimate of the damage to Lender in the event of such other Event of Default, regardless of whether there has been an acceleration of the Loan. Nothing in this Paragraph shall be construed as an obligation on the part of Lender to accept, at any time, less than the full amount then due hereunder, or as a waiver or limitation of Lender's right to compel prompt performances. 7. Security. Tiffs Note is secured by, among other things, a Construction Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing ("Deed of Trust") of even date herewith. Among other things, the Deed of Trust contains the following provision: "Due on Sale. Transfer or Encumbrance. If (a) Trustor sells, conveys, further encumbers (whether superior or subordinate to the lien of this Deed of Trust and whether by mortgage, deed of trust, assignment of rents or other security device) or alienates the Property or any part thereof, or contracts to do the same by s: \b\temecula\bank. pn 7/1/98 12:24pm 7 marketing contract, installment contract or otherwise, or suffers the title or any interest therein to be divested or encumbered, whether voluntarily or involuntarily, by operation of law or otherwise, or leases with an option to purchase, or changes or permits to changed the primary character or use of the Property, or drills or extracts or enters into a lease for the drilling for or extracting any mineral of any kind or character on the Property; or Co) Trustor is a partnership and the interest of any general parmer of Trustor is sold, transferred, assigned or hypothecated or the equity position in the partnership is diluted in any manner whatsoever (except transfers to family members or family trusts, including transfers by reason of demise of a general parmer, other than transfers by the sole remaining general parmer); or (c) Trustor is a corporation and more than ten percent (10%) of the voting corporate stock thereof is sold, transferred, assigned or hypothecated; or (d) Trustor is a trust, limited liability company or other form of entity not specifically mentioned herein and there is a change of ten percent (10%) or more of the beneficial interest of such entity; or (e) Trustor or any of its partners, shareholders, officers, principals, managers, members or directors shall agree to do any of the foregoing acts without such agreement being conditioned upon Lender's consent; then, the same shall be deemed to increase the risk of Lender and Lender may then, or at any time thereafter, declare the entire indebtedness secured hereby immediately due and payable." 8. Default;. Remedies. If default is made in the payment of any amount payable hereunder when due or in the keeping of any covenant of the Loan Documents (an "Event of Default"), then, at the option of Lender, the entire indebtedness evidenced hereby shall become immediately due and payable. Upon the occurence of an Event of Default, including, without limitation, the failure to pay this Note at maturity, and without notice or demand, all amounts owed under this Note, including all accrued but unpaid interest, shall thereafter bear interest at a rate of five percent (5%) per annum above the Construction Note Rate or Permanent Loan Rate, as the case may be, which would hay6 been applicable from time to time had there been no Event of Default (the "Default Rate") until such Event of Default is cured. Failure to exercise any option granted to Lender hereunder shall not waive the right to exercise the same in the event of any subsequent Event of Default. 9. Attorneys' Fees. In the event of any Event of Default under this Note or under any of the Loan Documents, or in the event that any dispute arises relating to the interpretation, enforcement or performance of this Note, Lender shall be entitled to collect from Borrower on demand all fees and expenses incurred in connection therewith, including but not s:\b\temecula\bank,pn 7/1/98 12:24pm 8 limited to fees of attorneys, accountants, appraisers, construction inspectors, environmental inspectors, consultants, expert witnesses, arbitrators, mediators and court reporters. Without limiting the generality of the foregoing, Borrower shall pay all such costs and expenses incurred in connection with: (a) arbitration or other alternative dispute resolution proceedings, trial court actions and appeals; (b) bankruptcy or other insolvency proceedings of Borrower, any guarantor or other party liable for any of the obligations of this Note or any party having any interest in any security for any of those obligations; (c) judicial or nonjudicial foreclosure on, or appointment of a receiver for, any property securing this Note; (d) post-judgment collection proceedings; (e) all claims, counterclaims, cross-claims and defenses asserted in any of the foregoing whether or not they arise out of or are related to this Note or any security for this Note; (f) all preparation for any of the foregoing; and (g) all settlement negotiations with respect to any of the foregoing. 10. Limitation on !,iability. Borrower's liability for payment on this Note shall be limited as provided in Article 7 of that certain Loan Agreement of even date herewith between Borrower and Lender regarding the Loan evidenced by this Note ("Loan Agreement"). 11. Traosferability of Note. Ownership of and lender's rights under this Note may be transferred only on the registration books of Borrower, subject to Sections 1.6 and 10.17 of the Loan Agreement. 12. Miscellaneous. a. Every individual or entity at any time liable for the payment of the indebtedness evidenced hereby waives presentment for payment, demand and notice of nonpayment of this Note. Every such individual or entity further hereby consents to any extension of the time of payment hereof or other modification of the terms of payment of this Note, the release of all or any part of the security for this Note or the release of any party liable for the payment of the indebtedness evidenced hereby at any time and from time to time at the request of anyone now or hereafter liable therefor. Any such extension or release may be made without notice to any of such individuals or entities and without discharging their liability. b. Each individual or entity who signs this Note is jointly and severally liable for the full repayment of the entire indebtedness evidenced hereby and the full performance of each and every obligation containei:l in the Security Documents. c. The headings to the various sections have been inserted for convenience of reference only and do not define, limit, modify, or expand the express provisions of this Note. d. Time is of the essence under this Note and in the performance of every term, covenant and obligation contained herein. s:\b\tcmecula\bank.pn 7/1/98 12:24pra 9 e. This' Note is made with reference to and is to be construed in accordance with the laws of the State of California as those laws are applied to contracts between residents of said state entered into and to be performed within said state, except to the extent superseded by federal law. f. Each married person who is liable under this Note agrees that recourse hereunder can be had to his or her separate property as well as the assets of his or her marital community. THIS NOTE MAY PROVIDE FOR A BALLOON PAYMENT AT MATURITY BORROWER: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By: Executive Director s :\b\tcmecula\bank.p n 7/1/98 12:24pm 10 Quint & Thirnrrug LLP 6 / 19/98 7/7/98 CONSTRUCTION AND TERM LOAN AGREEMENT by and between TEMECULA GARDENS, L.P., a California limited partnership and the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA Dated as of July 1,1998 Relating to: Redevelopment Agency of the City of Temecula 1998 Multifamily Housing Revenue Note (Mission Village Apartments) 20005.01:J3834 TABLE OF CONTENTS Factual Background ......................................................................................................................1 Agreement ...................................................................................................................................2 1. Disbursement ................................................................................................................2 1.1. Cost Breakdown ..........................................................................................2 1.2. Agency Loan in Balance; Borrower's Funds Account ..................................... 3 1.3. Disbursement Conditions, Amounts and Procedures ..................................... 4 1.4. Conditions to Disbursement for Restorat-ion .................................................. 4 2. Covenants of the Borrower .............................................................................................5 2.1. Commencement and Completion of Improvements ....................................... 5 2.2. Requirements ..............................................................................................5 2.3. Changes ......................................................................................................5 2.4. Construction Information and Verification .....................................................6 2.5. Permits, Licenses and Approvals ..................................................................7 2.6. Purchase of Materials; Conditional Sales Contracts ......................................... 7 2.7. Site Visits; Right to Stop Work ......................................................................7 2.8. Protection Against Lien Claims ............................................ - ........................8 2.9. Insurance ....................................................................................................8 2.10. Resolution of Construction Disputes ..............................................................9 2.11. Income from Property ..................................................................................9 2.12. Payment of Expenses ...................................................................................9 2.13. Financial Information ...................................................................................9 2.14. Notices ........................................................................................................9 2.15. Performance of Acts ...................................................................................10 2.16 Disbursement of the Agency Loan ............................................................. 10 2.17 Payment of All Agency Costs .....................................................................10 2.18 No Purchase of Interest in Agency Note ...................................................... 10 2.19 Fees ..........................................................................................................10 3. Leases .....................................................................................~ ...................................10 3.1. Pro Forma Schedule .................................................................'. ..............~.. 10 3.2. Lease Approval .........................................................................................11 3.3. Leasing Information and Documents .......................................................... 11 3.4. Landlord's Obligations ...............................................................................11 4. Representations and Warranties ...................................................................................11 4.1 Authority ..................................................................................................12 4.2 Compliance ...............................................................................................12 4.3 Enforceability ............................................................................................12 4.4 No Violation ..............................................................................................12 4.5 No Claims .................................................................................................12 4.6 Financial Information .................................................................................12 4.7 Accuracy ...................................................................................................12 4.8 Loan in Balance; Adequacy of Loan ............................................................ 13 4.9 Taxes ........................................................................................................13 4.10 Utilities .....................................................................................................13 4.11 Borrower Not a "Foreign Person". .............................................................. 13 4.12 Bank Loan Agreement ...............................................................................13 4.13 Regulatory Agreement ..............................................................................13 4.14 No Reliance on Agency .............................................................................13 4.15 Average Life .............................................................................................14 4.16 Interest in Property ....................................................................................14 4.17 Location ....................................................................................................14 4.18 Use of Agency Loan Proceeds .................................................................... 14 4.19 Changes to Improvements ......................................................................... 14 4.20 Cost of Issuance .........................................................................................14 4.21 Related Parties ..........................................................................................14 4.22. Other Tax Covenants .................................................................................14 4.22.1. General ................................................................................14 4.22.2. Closing Certificates ...............................................................15 4.22.3. Investments ..........................................................................15 4.22.4. Federal Guaranty .................................................................15 4.22.5. Existing Property ..................................................................15 4.22.6. Prohibited Uses ....................................................................15 Default and Remedies .................................................................................................16 5.1. Events of Default .......................................................................................16 5.2. Remedies ..................................................................................................17 Use of Tax Increment Monies .......................................................................................18 6.1 Definitions for Article 6 ..............................................................................18 6.1.1 "Fiscal Year". .......................................................................18 6.1.2 "Housing Fund". ..................................................................18 6.1.3 "Housing Set-Aside Revenues". ............................................ 18 6.1.4 "Independent Redevelopment Consultant". ........................... 18 6.1.5 "Low Income Units". ............................................................19 6.1.6 "Median Income for the Area". ............................................. 19 6.1.7 "Pledge Fund". ....................................................................19 6.1.8 "Pledge Fund Requirement". ............................................... 19 6.1.9 "Pledged Housing Set-Aside Revenues". .................... : ..........19 6.1.10 "Prior Indebtedness". ...........................................................19 6.1.11 "Project Area". .....................................................................19 6.1.12 "Redevelopment Law". ........................................................ 19 6.1.13 "Regulatory Agreement". ..................................................... 19 6.1.14 "Very Low Income Units". .................................................... 19 6.1.15 "Written Request of the Agency" or "Written Certificate of the Agency". ........................................................................19 6.2 Authorization; Findings Regarding Subordination ...................................... 19 6.3 Pledge Fund .............................................................................................20 6.4.1 Pledge of Housing Set-Aside Revenues ................................. 20 6.4.2 Housing Fund ....................................................~ .................21 6.4.3 Limitation on Superior Debt .............................................. :... 21 6.4.4 Maintenance of Housing Set-Aside Revenues ......................... 21 6.5 Termination of Agency Obligations ............................................................21 Miscellaneous Provisions ..............................................................................................22 7.1 No Waiver; Consents .................................................................................22 7.2 Purpose and Effect of Lender Approval ...................................................... 22 7.3 No Commitment to Increase Loan ............................................................... 22 7.4 No ThUd Parties Benefited .........................................................................22 7.5 Joint and Several Liability ..........................................................................22 7.6 Notices ......................................................................................................22 7.7 Authority to File Notices ............................................................................22 7.8 Actions ......................................................................................................23 7.9 Indemnity .................................................................................................23 7.10 Attorneys' Fees ..........................................................................................23 7.11 In-House Counsel Fees ...............................................................................23 7.12 Incorporation of Use of Proceeds Certificate ................................................. 23 7.13 Loss of Tax Exclusion .................................................................................23 7.14 Tax Status ..................................................................................................24 7.15 Applicable Law .........................................................................................24 7.16 Heirs, Successors and Assigns; Participations .............................................. 24 7.17 Relationships With Other Lender Customers .............................................. 25 7.18 Disclosure to Title Company ......................................................................25 7.19 Improvement District .................................................................................25 7.20 Restriction on Personal Property .................................................................25 7.21 Force Majeure ............................................................................................25 7.22 Severability ...............................................................................................25 7.23 7.24 7.25 7.26 7.27 7.28 Interpretation .............................................................................................25 Amendments ............................................................................................ 26 Counterparts .............................................................................................26 Language of Agreement ............................................................................26 Limited Recourse Obligation ......................................................................26 Integration and Relation to Loan Commitment ............................................27 EXHIBIT A - Property Description EXHIBIT B - Description of Improvements, Contracts and Plans and Specifications EXHIBIT C - Intentionally Omitted EXHIBIT D - Agency Loan Documents EXHIBIT E - Cost Breakdown EXHIBIT F - Disbursement Schedule EXHIBIT G - Pro Forma Schedule EXHIBIT H - Lease Pro-Forma 111 CONSTRUCTION AND TERM LOAN AGREEMENT This Construction and Term Loan Agreement ("Agency Loan Agreement") is dated as of July 1, 1998, between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic, organized and existing under the laws of the State of California ("Agency"), and TEMECULA GARDENS, L.P., a California limited partnership ("Borrower"). Pursuant to that certain Assignment Agreement executed as of even date herewith between Agency and Washington Mutual Bank, FA ("Bank"), Agency has absolutely assigned to Bank all of its right, title and interest in and to this Agency Loan Agreement and the Agency Loan Documents (as that term is defined below), subject to the terms of such Assignment Agreement. The Bank Loan Agreement (as defined in the Assignment Agreement) and the instruments and documents executed in connection with the loan made pursuant to the Bank Loan Agreement (the "Bank Loan") are referred to herein as the "Bank Loan Documents." Bank and its successors in interest as assignees of the rights of Agency under this Agency Loan Agreement are collectively referred to herein as "Lender." Factual Background Agency has agreed to make a construction and term loan to Borrower in the principal amount of Five Million Eight Hundred Thousand Dollars ($5,800,000)- (the "Agency Loan"). Borrower will use the Agency Loan to construct certain buildings and rehabilitate certain buildings, and acquire other improvements (collectively, the "Improvements") on real property (the "Property") located in the City of Temecula, County of Riverside, State of California, as described in Exhibit A. Borrower will also use the Agency Loan to pay other costs and expenses related to the development of the Property. Borrower intends to complete construction and rehabilitation of the Improvements on or before February 1, 2000 (the "Completion Date"). Pursuant to that certain Ground Lease executed as of July ___, 1998 between Agency and Borrower (the "Ground Lease"), Borrower has leased the Property from Agency. Pursuant to that certain Disposition and Development Agreement executed as of July ___, 1998 between Agency and Borrower (the "DDA") and the Ground Lease, Agency and Borrower have entered into certain agreements concerning the development and operation of the Improvements. The Improvements are described in plans and specifications (the "Plans and Specifications") which were prepared by a licensed architect (the "Architect") under an agreement with Borrower (the "Architecture Contract"). The Improvements will be constructed by a licensed general contractor (the "Contractor"), which may be Borrower or a third party. In this Agency Loan Agreement, the term "Contractor" refers either to Borrower acting in the capacity of general contractor, or to a third party general contractor. Exhibit B more fully describes the Improvements and Plans and Specifications, and also sets forth further information and requirements of Lender relating to the Architect and Contractor. Borrower is executing a promissory note (the "Borrower Note") payable to the order of Agency evidencing the Agency Loan. The Borrower Note is to be secured by a Construction Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing ("Leasehold Deed of Trust") covering Borrower's leasehold interest in the Property and Borrower's right, title and interest in the Improvements and certain other property and by a Security Agreement (Partnership Interests and Tax Credits) covering partnership interests in Borrower and low income housing tax credits with respect to the Property and the Improvements. In this Agency Loan Agreement, the "Property~' refers to all or any part of the property affected by the Leasehold Deed of Trust, or any interest in all or any part of it, as the context may require. Borrower is also executing an Environmental Indemnity Agreement ("Borrower's Indemnity") in connection with the Agency Loan. In Borrower's Indemnity, Borrower agrees to indemnify Lender and certain other Indemnitees (as defined in Borrower's Indemnity) against liability arising from certain environmental, construction and other risks which may result from Lender's making the Agency Loan to Borrower. Notwithstanding any provision of any Agency Loan Document, Borrower's obligations under Borrower's Indemnity are not secured by the Leasehold Deed of Trust. In its capacity as assignee of the rights of the Agency under this Agency Loan Agreement and the other Agency Loan Documents, the Bank may exercise all of the rights and remedies of Agency under this Agency Loan Agreement, including without limitation, the following: a. approving disbursements of proceeds of the Agency Loan; b. making disbursements of principal of the Agency Loan on behalf of'and for the account of Agency, by direct disbursement to, or at the direction of, Borrower of proceeds of the Bank Loan; c. granting or withholding consents and approvals and making elections and determinations reserved to the "Lender" under this Agency Loan Agreement and the other Agency Loan Documents; d. receiving payments of principal, interest, fees and reimbursements in respect of the Agency Loan; e. releasing collateral for or guaranties of, and accepting additional collateral for or guaranties of, the obligations of the Borrower under the Agency Loan; f. exercising rights and remedies following the occurrence of an Event of Default hereunder; ' g. foreclosing real and personal property collateral security for the obligations under the Agency Loan; and h. exercising other rights and powers, and performing other obligations and duties of the "Lender" under this Agency Loan Agreement. This Agency Loan Agreement, the Borrower Note and the Leasehold Deed of Trust, together with all of their exhibits, and all other documents which evidence, guaranty, secure or otherwise pertain to the Agency Loan, collectively constitute the "Agency Loan Documents." The Agency Loan Documents include the documents marked on the attached Exhibit D. Therefore, Lender and Borrower agree as follows: Agreement 1. Disbursement. 1.1. Cost Breakdown. Lender shall make disbursements of the Agency Loan based on a detailed breakdown ("cost breakdown") of construction, financing, rehabilitation and other development costs, as more fully described in the attached Exhibit E. The initial cost breakdown, prepared by Borrower and approved by Lender, is attached as Exhibit E-1. 2 The cost breakdown restricts disbursements to line items in cost categories. Borrower agrees to use disbursements solely in conformity with the cost breakdown. If the Improvements cannot be completed in strict conformity with the most recently approved cost breakdown, Borrower shall immediately submit to Lender for its approval a revised cost breakdown in the form attached as Exhibit E-2. The revised cost breakdown shall identify Borrower's requested changes in any line items and shall be accompanied by Borrower's written statement of rea~on~ or the changes. Borrower shall execute such documentation and provide such endorsements to Lender's title insurance policy as Lender may reasonably require in connection with the revised cost breakdown. If further changes are required, Borrower shall seek Lender's approval, following the procedures described above. Lender need make no further disbursements unless and until it approves the revised cost breakdown. Lender reserves the right to approve or disapprove any cost breakdown in its reasonable judgment. The most recently approved cost breakdown supersedes all previously approved cost breakdowns. 1.2. Agency Loan in Balance; Borrower's Funds Account. The Agency Loan is "in balance" whenever the amount of the undisbursed Agency Loan funds, plus any sums provided or to be provided by Borrower as shown in the cost breakdown most recently approved by Lender, plus amounts payable by the Agency pursuant to Article 6 hereof, are sufficient in the reasonable judgment of Lender to pay, through completion of the Improvements and until the date upon which the appraisal approved by Lender projects that rents from the units in the Improvements will generate ninety percent (90%) of the scheduled gross rental revenue set forth in Exhibit G, all of the following sums: (i)'all costs of construction, marketing, ownership, maintenance and leasing of the Property; and (ii) all interest and all other sums which may accrue or be payable under the Agency Loan Documents. Unless otherwise shown in the cost breakdown, all sums provided by Borrower are on deposit in a non interest- bearing loans-in-process account being maintained at Bank (the "Borrower's Funds Account"). The Agency Loan is "out of balance" if and when Lender in its reasonable judgment determines that there are insufficient funds (including all undisbursed Agency Loan funds and any sums provided and to be provided by the Agency under Article 6 hereof or otherwise by the Borrower) to pay for all such costs and sums payable under the Agency Loan Documents. Borrower acknowledges that the Agency Loan may become "out of balance" in numerous ways, not all of which may now be foreseen. Borrower further acknowledges that the Agency Loan may become "out of balance" from a shortage of funds in any single line item or category of the cost breakdown, even if there are undisbursed Agency Loan funds in other line items or categories. Undisbursed Agency Loan funds in one category or line item may not be applied to another category or line item unless either the cost breakdown allows such use (and only to the extent specifically allowed) or Lender consents in writing to such use in each instance. Whenever the Agency Loan becomes "out of balance," Lender may make written demand on Borrower to deposit Borrower's own funds into the Borrower's Funds Account in an amount sufficient in Lender's reasonable judgment to cause the Agency Loan to be "in balance." Borrower shall deposit all funds required by Lender's demand within fifteen (15) days after receipt of any such demand. If required by Lender, Borrower shall also submit, for Lender's approval, a revised cost breakdown within fifteen (15) days after any such demand. At any time, Lender may evaluate the sufficiency of undisbursed Agency Loan funds allocated for payment of future interest ("Interest Reserve"), exercising its reasonable judgment in light of: (i) Lender's projections of interest rates for period(s) up to and including the full remaining term of the Agency Loan (and permitted extensions, if any); (ii) cost overruns or change orders; or (iii) failure of the Improvements to comply with any aspect of the pro forma schedule described in Section 3.1 and Exhibit G (the "Pro Forma Schedule"). Based on Lender's evaluation. of these data and projections, the Agency Loan may be "out of balance." If this happens, Lender may exercise its rights under the paragraph above, or if it so chooses, Lender may make written demand on Borrower to pay all future interest out of Borrower's own funds until the Interest Reserve is sufficient in Lender's reasonable judgment to cover any and all such amotmts which might become due during the remaining term of the Agency Loan. 1.3. Disbursement Conditions, Amounts and Procedures. The Disbursement Schedule attached as Exhibit F sets forth disbursement conditions, amounts and procedures applicable to the Agency Loan. Lender shall disburse the Agency Loan as described in Exhibit F and elsewhere in this Agency Loan Agreement. 1.4. Conditions to Disbursement for Restoration. The following shall be conditions precedent to the right of Borrower to obtain disbursement of proceeds of casualty insurance or condemnation awards, which proceeds may be used by Borrower only to restore the Improvements following the occurrence of a casualty or condemnation: (a) No Event of Default (as defined in Section 5.1) shall have occurred, and no event which, with the giving of notice or the passage of time, or both, would be an Event of Default shall have occurred and be continuing; (b) Lender shall have received and approved each of the following: (i) plans and specifications for the reconstruction of the Improvements; (ii) copies of all contracts and subcontracts for the reconstruction of the Improvements; (iii) if required by Lender, payment and performance bonds for the reconstruction of the Improvements; (iv) assignments by Borrower to Lender of each of the contracts and subcontracts described in clause (ii), in form and content satisfactory to Lender, and consents to such assignment, in form and content satisfactory to Lender, duly executed by the contractors and subcontractors; and (v) a line item budget setting forth, in form and level of detail satisfactory to Lender, all costs of reconstruction of the Improvements in accordance with the plans and specifications described in clause (i), above; (c) All proceeds of casualty insurance policies or condemnation awards, as the case may be, shall have been received by Lender; (d) To the extent that available proceeds received by Lender are insufficient to pay all costs of reconstruction of the Improvements, Borrower shall have delivered the amount of any shortfall, as determined by Lender, into the Borrower's Funds Account; and (e) Lender shall have determined that the Improvements will, following reconstruction, have a fair market value which is at least equal to their value prior to the casualty or condemnation. If all of the foregoing conditions are satisfied, proceeds held by Lender and funds in the Borrower's Funds Account shall be disbursed subject to the consent of Lender, in the same manner and subject to the same conditions (subject to adjustment to reflect the different nature of construction) as applied with respect to the disbursement of the proceeds of the Agency Loan. 4 2. Covenants of the Borrower. Borrower promises to keep each of the covenants set forth below, unless Lender has waived compliance in writing. 2.1. Commencement and Completion of Improvements. Borrower shall commence construction of the Improvements within sixty (60) days after the date the Leasehold Deed of Trust is recorded, and shall diligently continue construction to completion. By the Completion Date, Borrower shall have completed construction of the Improvements substantially completed in accordance with the Plans and Specifications, as evidenced by the written certification of the Architect and the Contractor in a form satisfactory to Lender, and Lender has received evidence satisfactory to it that: (a) the completed Improvements have been inspected and finally approved by the appropriate governmental authorities; and (b) all costs and liens relating to the Improvements have been paid or discharged. 2.2. Requirements. Borrower shall construct the Improvements in a good and workmanlike manner in accordance with sound building practices as well as the Plans and Specifications and the recommendations of any soils report which is satisfactory to Lender. Borrower shall comply with all existing and future laws, regulations, orders, building codes, restrictions and requirements of, and all agreements with and commitments to, all governmental, judicial or legal authorities having jurisdiction over the Property, including those contained in the Ground Lease and DDA and in that certain Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement") executed as of even date herewith between Agency and Borrower, those pertaining to the construction, financing or operation of the Improvements, and with all recorded covenants and restrictions affecting the Property (all, ,collectively, the "Requirements"). 2.3. Changes. Borrower agrees to provide Lender with copies of all change orders, together with all additional documents that Lender may require. These documents may include the following: (i) plans and specifications indicating the proposed change; (ii) a written description of the proposed change and related working drawings; and (iii) a written estimate of the cost of the proposed change and the time necessary to complete it. Borrower shall obtain Lender's prior written approval of any change in the Plans and Specifications which: a. might adversely affect the value of Lender's security; or b. regardless of cost, is a material change in structure, design, function or exterior appearance; or c. requires the approval of the Agency or any other person or entity; or d. would cause any line item or category of the cost breakdown to be increased or decreased by ten percent (10%) or more; or e. might delay completion of the Improvements beyond the Completion Date. Borrower shall also obtain Lender's prior written approval of any change in any work or materials for the Improvements '(whether positive or negative) which exceeds Twenty-Five Thousand Dollars ($25,000) in amount and which causes any line item of the cost breakdown to be increased or decreased by ten percent (10%) or more. Also, the prior written approval of Lender shall be obtained for any change in any work or materials which, when added to all prior changes, exceeds Forty Thousand Dollars ($40,000) in aggregate amount (whether positive or negative). In addition, Borrower shall obtain Lender's prior written approval of all material changes in the scope or general conditions of the Construction Contract, the Architecture Contract, or any other contracts for the construction of the Improvements. Finally, Borrower shall obtain from the appropriate persons or entities all approvals of any changes in plans, specifications, work, materials or contracts that are required by any of the Requirements, or under the terms of any lease, loan commitment or other agreement relating to the Property. Lender may take a reasonable time (not to exceede ten (10) business days) to evaluate any requests for proposed changes, and may require that all other approvals required from other parties be obtained before it reviews any requested change. Lender may approve or disapprove changes in the exercise of its reasonable judgment. Borrower acknowledges that delays may result, and agrees that so long as the delays are not unreasonable in duration, they shall not affect Borrower's obligation to complete the Improvements on or before the Completion Date. 2.4. Construction Information and Verification. Within fifteen (15) days after receiving notification from Lender, Borrower shall deliver to Lender any and all of the following information and documents that Lender may request, all in forms acceptable to Lender: a. Current plans and specifications for the Improvements certified by the Architect as being complete and accurate; b. A current, complete and correct list showing the name, address and telephone number of each contractor, subcontractor and material supplier engaged in connection with the construction of the Improvements, and the total dollar amount of each contract and subcontract (including any changes) together with the amounts paid through the date of the list; c. True and correct copies of the most current versions of all executed contracts and subcontracts identified in the list described in clause (b) above, including any changes; d. A current construction progress schedule showing the progress of construction and the projected sequencing and completion times for uncompleted work, all as of the date of the schedule; and e. Any update to any item described above, which Borrower may have previously delivered to Lender. Borrower expressly authorizes Lender to contact the Architect, Contractor or any contractor, subcontractor, material supplier, surety or any governmental authority or agency to verify any information disclosed in accordance with this Section 2.4. The Construction Contract shall require the Contractor to disclose such information to Lender. Any defaulting architect, contractor, subcontractor, material supplier or surety shall be promptly replaced, and Borrower shall promptly deliver all required information and documents to Lender regarding each replacement architect, contractor, subcontractor, material supplier and surety. Lender may disapprove any architect, contractor, surety or other party whom Lender in its reasonable judgment may deem financially or otherwise unqualified; however, the absence of any such disapproval shall not constitute a representation of qualification. If, based on any construction progress schedule or other materials submitted by Borrower, Lender in its reasonable judgment determines that the Improvements will not be completed by the Completion Date, Lender may request Borrower in writing to reschedule the work of construction to permit timely completion. Within fifteen (15) days after receiving such a request from Lender, Borrower shall deliver to Lender a revised construction progress schedule showing completion of the Improvements by the Completion Date. 2.5. Permits, Licenses and Approvals. Borrower shall properly obtain, comply with and keep in effect all permits, licenses and approvals which are required to be obtained from governmental bodies in order to construct, occupy, operate, market and lease or sell the Land and Improvements. Borrower shall promptly deliver copies of all such permits, licenses and approvals to Lender. 2.6. Purchase of Materials; Conditional Sales Contracts. Borrower shall not purchase or contract for any materials, equipment, furnishings, fixtures or articles of personal property to be placed or installed on the Property or in any Improvements under any security agreement or other agreement where the seller reserves or purports to reserve title or the right of removal or repossession, or the right to consider them personal property after their incorporation in the work of construction, unless' Lender in each instance has authorized Borrower to do so in writing. 2.7. Site Visits; Right to Stop Work. Lender and its agents and representatives shall have the right at any reasonable time to enter and visit the Property for the purposes of performing an appraisal, observing the work of construction and examining all materials, plans, specifications, working drawings and other matters relating to the construction. For purposes of these site visits, Borrower shall at all times maintain a full set of working drawings at the construction site. Lender shall also have the right to examine, copy and audit the books, records, accounting data and other documents of Borrower and its contractors which relate to the Property or construction of the Improvements. In each instance, Lender shall give Borrower reasonable notice of at least 48 hours before entering the Property. Lender shall make reasonable efforts to avoid interfering with Borrower's use of the Property when exercising any of the rights granted in this Section 2.7. If Lender in its reasonable judgment determines that any work or materials fail to conform to the approved Plans and Specifications or sound building practices, or that they otherwise depart from any of the requirements of this Agency Loan Agreement, Lender may require the work to be stopped and withhold disbursements until the matter is corrected. If this occurs, Borrower shall promptly correct the work to Lender's satisfaction, and pending completion of such corrective work shall not allow any other work to proceed. No such action by Lender shall affect Borrower's obligation to complete the Improvements on or before the Completion Date. Lender is under no duty to visit the construction site, or to supervise or observe construction or to examine any books or records. Any site visit, observation or examination by Lender shall be solely for the purpose of protecting Lender's fights and interests. No site visit, observation or examination by Lender shall impose any liability on Lender or result in a waiver of any default of Borrower. In no event shall any site visit, observation or examination by Lender be a representation that there has been or shall be compliance with the Plans and 7 Specifications, that the construction is free from defective materials or workmanship, or that the construction complies with the Requirements or any other applicable governmental law. Neither Borrower nor any other party is entitled to rely on any site visit, observation or examination by Lender. Lender owes no duty of care to protect Borrower or any other party against, or to inform Borrower or any other party of, any negligent or defective design or construction of the Improvements, or any other adverse condition affecting the Property. 2.8. Protection Against Lien Claims. Borrower shall promptly pay or otherwise discharge all claims and liens for labor done and materials and services furnished in connection with the construction of the Improvements. Borrower shall have the right to contest in good faith any claim or lien, provided that it does so diligently and without prejudice to Lender or delay in completing the Improvements. Upon Lender's request, Borrower shall promptly provide a bond, cash deposit or other security which Lender in the exercise of its reasonable judgment determines to be satisfactory. 2.9. Insurance. Borrower shall provide, maintain and keep in force at all times during any period of construction the builder's "all risk" insurance required under subsection 1.1(g) of Exhibit F. At all times prior to repayment of the Agency Loan, Borrower shall provide, maintain and keep in force all other insurance required by Exhibit F. Also at all such times, Borrower shall provide, maintain and keep in force any and all additional insurance that Lender in its reasonable judgment may from time to time require, against insurable hazards which at the time are commonly insured against in the case of property similarly situated. Such additional insurance may include flood insurance as required by federal law and earthquake insurance as required by Lender (provided that Lender may require earthquake insurance only if the Property is included in an Alquist-Priolo Earthquake Fault Zone). At Lender's request, Borrower shall supply Lender with an original or underlyer of any policy. All policies of insurance required under the Agency Loan Documents shall be issued by companies approved by Lender having a minimum A.M. Best's rating of A:V. The limits, coverage, forms, deductibles, inception and expiration dates and cancellation provisions of all such policies shall be acceptable to Lender. In addition, each required property insurance policy shall contain a Lender's Loss Payable Form (Form 438 BFU or equivalent) in favor of Agency and Bank, and shall provide that all proceeds be payable to Agency and Bank to the extent of their respective interests hereunder. An approval by Lender is not, and shall not be deemed to be, a representation of the solvency of any insurer or the sufficiency of any amount of insurance. Each policy of insurance required under the Agency Loan Documents shall provide that it may not be modified or canceled without at least thirty (30) days' prior written notice to Lender. When any required insurance policy expires, Borrower shall furnish Lender with proof acceptable to Lender that the policy has been reinstated or a new policy issued, continuing in force the insurance covered by the policy which expired. Borrower shall also furnish Lender with evidence satisfactory to Lender that all premiums for such policy have been paid within thirty (30) days of renewal or issuance. If Lender fails to receive such proof and evidence, Lender shall have the right, but not the obligation, to obtain current coverage and advance funds to pay the premiums for it. Borrower shall repay Lender immediately on demand for any advance for such premiums, which shall be considered to be an additional loan to Borrower bearing interest at the Prime rate, as defined in the Borrower Note, and secured by the Leasehold Deed of Trust and any other collateral held by Lender in connection with the Agency Loan. 2.10. Resolution of Construction Disputes. Borrower shall resolve all disputes arising during the work of construction in a manner which shall allow work to proceed expeditiously. 2.11. Income from Property. Borrower shall first apply all income from leases, and all other income derived from the Property, to pay costs and expenses associated with the ownership, maintenance, development, operation and marketing of the Property and Improvements, including all amounts then required to be paid under the Agency Loan Documents, before using or applying such income for any other purpose. Unless and until the first date upon which all such costs and expenses are paid in full, and the Agency Loan is "in balance," Borrower shall not distribute any such income to any of its members, partners or shareholders, or allow any member, partner or shareholder to withdraw capital, or make any payments on indebtedness owed to any member, partner or shareholder. Despite the foregoing, Borrower is not prohibited from paying or distributing to any of its members, partners or shareholders (a) such reasonable management fees or reasonable salary as Lender may find acceptable from time to time, and (b) an amount equal to any income taxes imposed on that partner or shareholder which are attributable to Borrower's income from the Property. 2.12. Payment of Expenses. Borrower shall pay Lender's costs and expenses incurred in connection with the making, disbursement and administration of the Agency Loan and the Bank Loan, as well as any revisions, extensions, renewals or "workouts" of the Agency Loan or the Bank Loan, and in the exercise of any of Lender's rights or remedies under this Agreement, the other Agency Loan Documents or the Bank Loan Documents. Such costs and expenses include charges for title insurance (including endorsements), filing, recording and escrow charges, fees for appraisal, architectural and engineering review, construction services and environmental services, mortgage taxes, legal fees and expenses of Lender's counsel and any other reasonable fees and costs for services, regardless of whether such services are furnished by Lender's emplo~,ees or agents or independent contractors. Borrower acknowledges that amounts payable under this Section are not included in any loan or commitment fees for the Agency Loan. 2.13. Financial Information. Borrower shall keep true and correct financial books and records on a cash basis for the construction of the Improvements. Within one hundred twenty (120) days after the end of each of Borrower's fiscal years, Borrower shall deliver balance sheets and income statements to Lender and Agency for itself, each of its general partners and the Property, together with a statement showing all changes in the financial condition of Borrower, each of its general partners and the Property which occurred during the preceding fiscal year. Borrower shall also promptly deliver to Lender and Agency all quarterly balance sheets and income statements for itself and the Property if Lender requests them or if they become available. Borrower shall promptly provide Lender with any additional audited financial information that Borrower or any of its general partners may obtain, as well as signed copies of any tax returns and such other information as Lender may reasonably request concerning the affairs and properties of itself and each of its general partners. 2.14. Notices. Borrower shall promptly notify Lender in writing of: a. Any litigation affecting Borrower or any general partner of Borrower, where the amount claimed is Fifty Thousand Dollars ($50,000) or more; b. Any communication, whether written or oral, that Borrower may receive from any governmental, judicial or legal authority, giving notice of any claim or assertion that the Property or Improvements or the operation thereof fail in any respect to comply with any of the Requirements or any other applicable governmental law; c. Any material adverse change in the physical condition of the Property (including any damage suffered as a result of earthquakes or floods) or Borrower's financial condition or operations; and d. Any default by the Contractor or any surety in performance of its contract or subcontract with respect to the Improvements. 2.!5. Performance of Acts. Upon request by Lender, Borrower shall perform all acts which may be necessary or advisable to perfect any lien or security interest provided for in the Agency Loan Documents or to carry out the intent of the Agency Loan Documents. 2. ! 6 Disbursement of the Agency Loan. Not less than 97 percent of all disbursements of the Agency Loan shall be used to pay or reimburse the Borrower for Qualified Development Costs (as defined in the Regulatory Agreement) and not more than 25 percent of all disbursement of the Agency Loan shall be used to pay for the acquisition of land or any interest therein. 2.17 Payment of All Agency Costs. Borrower agrees to pay: (i) within thirty (30) days after receipt of request for payment thereof, which request shall set forth the relevant expenses, all expenses of the Agency related to the financing of the Improvements including, without limitation, legal fees and expenses incurred in connection with the amendment, interpretation and enforcement of any of the Agency Loan Documents, and (ii) notwithstanding any prepayment of the Agency Loan, all fees and expenses of the Program Administrator under the Regulatory Agreement. 2.18 No Purchase of Interest in Agency Note. The Borrower shall not, pursuant to any arrangement, formal or informal, purchase any interest in the Agency Note. 2.19 Fees. Borrower shall pay to Lender, in immediately available funds, on or before the date of the first disbursement of proceeds of the Agency Loan and as a condition precedent to such disbursement, a loan fee in the amount of $87,000. 3. Leases. 3.1. Pro Forma Schedule. Borrower has prepared and Lender has approved the Pro Forma Schedule attached as Exhibit G Which sets forth, among other things, the following projections and economic assumptions made by Borrower: ' a. Absorption during time periods before and after completion of the Improvements; b. The minimum cash flow before debt service to be generated by the Property; and 10 c. Any and all other material economic terms and conditions bearing upon Borrower's projections regarding the leasing of the Property or any part of it. Borrower understands and acknowledges that Agency, in making the Agency Loan, and Bank, in making the Bank Loan, have relied on Borrower's projections as set forth in the Pro Forma Schedule. Borrower further understands and acknowledges that such projections represent the minimum level of economic achievement acceptable to Lender. At all times, Borrower shall use its best efforts to meet the projections of the currently approved Pro Forma Schedule. Whenever Borrower knows or believes there has been or will be a material failure to meet the projections of the Pro Forma Schedule, Borrower shall submit to Lender for its approval a revised Pro Forma Schedule in the form of Exhibit G. Also, whenever Lender in its reasonable judgment determines that there has been or will be a material failure to meet such projections, Lender may make written demand on Borrower to submit a revised Pro Forma Schedule to Lender for its approval. Borrower shall submit a revised Pro Forma Schedule to Lender within fifteen (15) days after any such demand. The revised Pro Forma Schedule shall identify any changes in any projections or other economic terms and shall be accompanied by Borrower's statement of reasons for the changes. Borrower shall execute such documentation and provide such endorsements to Lender's title insurance policy as Lender may reasonably require in connection with the revised Pro Forma Schedule. Lender need make no further disbursements unless and until it approves the revised Pro Forma Schedule. Lender reserves the right to approve or disapprove any Pro Forma Schedule in its reasonable judgment. The most recently approved Pro Forma Schedule supersedes all previously approved Pro Forma Schedules. 3.2. Lease Approval. Lender has approved Borrower's standard tenant lease in the form attached as Exhibit H. Borrower shall not materially modify that approved lease form withorit Lender's prior written consent in each instance. Borrower may enter into leases of apartments within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third party tenants who meet the requirements of the Regulatory Agreement and the other requirements without Lender's prior written consent so long as the lease is executed in the form of Exhibit H without material modification. 3.3. Leasing Information and Documents. Borrower shall promptly deliver to Lender such monthly rent rolls, leasing schedules and reports, operating statements and other leasing information as Lender from time to time may request. 3.4. Landlord's Obligations. Borrower shall perform all obligations required to be performed by it as landlord under any lease affecting any part of the Property or any space within the Improvements. If any tenant at any time claims any breach of landlord's obligations and the amount of such claim (in excess of available insurance coverage) is $10,000 or more, Borrower shall promptly'notify Lender of such claim. 4. Representations and Warranties. Borrower promises that each representation and warranty set forth below is true, accurate and correct as of the date of this Agency Loan Agreement. Each Draw Request, as 11 defined in Exhibit F, shall be deemed to be a reaffirmation of each and every representation and warranty made by Borrower in this Agency Loan Agreement. 4.1 Authority. Borrower has complied with any and all laws and regulations concerning its organization, existence and the transaction of its business. Borrower has the right and power to lease the Property pursuant to the Ground Lease and to develop the Property and Improvements as contemplated in the Ground Lease, the DDA and the Agency Loan Documents. 4.2 Compliance. Borrower is familiar and has complied with all of the Requirements, as well as all other applicable laws, regulations and ordinances. Borrower has properly obtained, or will when necessary for purposes of this Agency Loan Agreement obtain, all permits, licenses and approvals necessary to construct, occupy, operate, market and lease or sell the Improvements in accordance with all Requirements, including those pertaining to zoning, and Borrower.has delivered true and correct copies of them to Lender. 4.3 Enforceability. Borrower is authorized to execute, deliver and perform under the Agency Loan Documents. Those documents are valid and binding obligations of Borrower. 4.4 No Violation. Borrower is not in violation of any law, regulation or ordinance, or any order of any court or governmental entity. No provision or obligation of Borrower contained in any of the Agency Loan Documents violates any of the Requirements, any other applicable law, regulation or ordinance, or any order or ruling of any court or governmental entity. No such provision or obligation conflicts with, or constitutes a breach or default under, any agreement binding or regulating the Property. 4.5 No Claims. There are no claims, actions, proceedings or investigations pending against Borrower or affecting the Property except for those previously disclosed by Borrower to Lender in writing. To the best of Borrower's knowledge, there has been no threat of any such claim, action, proceeding or investigation, except for those previously disclosed by Borrower to Lender in writing. 4.6 Financial Information. All financial information which has been and will be delivered to Lender, including all information relating to the financial condition of Borrower or any of Borrower's partners or the Property, fairly and accurately represents the financial condition being reported on. All such information was prepared in accordance with generally accepted accounting principles consistently applied, unless otherwise noted. There has been no material adverse change in any financial condition reported at any time to Lender. 4.7 Accuracy. All reports, documents, instruments, information and forms of evidence which have been delivered to Lender concerning the Agency Loan or required by the Agency Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter. None of them contains any material misrepresentation or omission. 12 4.8 Loan in Balance; Adequacy of Loan. The Agency Loan is "in balance" and the undisbursed Agency Loan funds, together with any sums provided or to be provided by Borrower as shown in the cost breakdown, are sufficient, in view of all facts and circumstances known to or reasonably foreseeable by Borrower, to construct the Improvements through completion and to accomplish the purposes contemplated by the Agency Loan Documents. 4.9 Taxes. Borrower has filed all required state, federal and local income tax returns and has paid all taxes which are due and payable. Borrower knows of no basis for any additional assessment of taxes. 4.10 Utilities. All utility services, including gas, water, sewage, electrical and telephone, which are necessary to develop and occupy the Property and Improvements are available at or within the boundaries of the Property. In the alternative, Borrower has taken all- steps necessary to assure that all utility services will be available upon completion of the Improvements. 4.11 Borrower Not a "Foreign Person". Borrower is not a "foreign person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended from time to time. 4.12 Bank Loan Agreement. The Bank Loan Agreement has been submitted to the Borrower for its examination; and the Borrower acknowledges, by execution of this Agency Loan Agreement, that it has reviewed the Bank Loan Agreement and that it accepts each of its obligations expressed or implied thereunder. ' 4.13 Regulatory Agreement. The Improvements and the Property are, and will be, in compliance with all requirements of the Regulatory Agreement, including all applicable requirements of the Act and the Code (as such terms are defined in the Regulatory Agreement). The Borrower intends to cause the residential units in the Development to be rented or available for rental on a basis which satisfies the requirements of the Regulatory Agreement, including all applicable requirements of the Act and the Code. All leases will comply with all applicable laws and the Regulatory Agreement. The Development, when constructed, will meet the requirements of this Agency Loan Agreement, the Regulatory Agreement, the Act and the Code with respect to multifamily rental housing. 4.14 No Reliance on Agency. The Borrower acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the financing of the Improvements; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which it or the Agency is a party or of which it is a beneficiary; that it understands the risks inherent in such transactions, including, without limitation, the risk of loss of the Improvements and its interests in the Property; and that it has not relied on the Agency for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Agency Loan Agreement or otherwise relied on the Agency in any manner. 13 4.15 Average Life. The average maturity of the Bank Loan does not exceed 120% of the average reasonably expected economic life of the facilities to be financed with the proceeds of the Agency Loan. 4.16 Interest in Property. The Borrower intends to hold the Improvements and its interests in the Property for its own account and has no current plans to sell and has not entered into any agreement to sell all or any portion thereof. 4.17 Location. The Property is located wholly within the territorial jurisdiction of the Agency. 4.18 Use of Agency Loan Proceeds. All of the proceeds of the Agency Loan shall be used to finance the acquisition of the Property and construction and rehabilitation of the Improvements; provided that (i) at least ninety-seven percent (97%) of the proceeds of the Agency Loan shall be used to finance Qualified Development Costs (as defined in the Regulatory Agreement), and (ii) no more than twenty-five percent (25%) of the Agency Loan shall be used, directly or indirectly, for the acquisition of land or any interest therein. No proceeds of the Agency Loan will be used to pay or reimburse any cost (i) incurred prior to February 10, 1998, or (ii) incurred more than 18 months prior to the later of the date of such payment or reimbursement or the date the Improvements were placed in service, or (iii) incurred more than three (3) years prior to such payment or reimbursement. 4.19 Changes to Improvements. The Borrower shall make no changes to the Improvements or to the operation thereof which would affect the qualification of the Property under the Act or impair the exclusion from gross income for federal income tax purposes of the interest on the Agency Not~. The Borrower intends to utilize the Property as required by the Regulatory Agreement. 4.20 Cost of Issuance. Not in excess of two percent (2%) of the proceeds of the Agency Loan will be used to pay Costs of Issuance (as defined in the Regulatory Agreement). 4.21 Related Parties. The Borrower has contacted all "related persons" thereof (within the meaning of Section 147(a) of the Code); and neither it nor any of them shall, at any time, pursuant to any arrangement, formal or informal, acquire any interest in the Agency Note. 4.22. Other Tax Covenants. 4.22.1. General. Agency and Borrower have entered into this Agency Loan Agreement with the intention that the interest on the Agency Note be and remain excluded from gross income for federal income tax purposes. Accordingly, for the benefit of Agency and Bank, Borrower covenants that it will not (i) take any action, (ii) fail to take any action, or (iii) make any use of the Property, the Improvements or the proceeds of the Agency Loan, which would cause the interest on the Agency Note to be or become includable in the gross income of the owner thereof for federal income tax purposes. 14 4.22.2. Closing Certificates. Borrower recognizes that certain of the facts, estimates and circumstances required to be set forth in the arbitrage certificate and other instruments of Agency to be delivered in connection with the issuance of the Agency Note, including Form 8038, will be based upon the representations of Borrower. Borrower covenants that any facts, estimates and circumstances set forth or described in any certificate delivered by the Borrower on the date of issuance of the Agency Note will be based on Borrower's reasonable expectations on the date of issuance of the Agency Note and will be, to the best of the knowledge of the representative of Borrower furnishing such facts, estimates and circumstances, true, correct and complete as of that date, and Borrower hereby agrees to make or cause to be made reasonable inquiries to insure such truth, correctness and completeness. 4.22.3. Investments. Borrower covenants and agrees that it will not use or permit the use of any of the funds provided by the Agency hereunder or any other funds of Borrower, directly or indirectly, or direct the Lender to invest any funds held by it hereunder or in the Borrower's Funds Account, in such manner as would, or take or omit to take any other action that would cause the Agency Note to be an "arbitrage bond" within the meaning of Section 148 of the Code or "federally guaranteed" within the meaning of Section 149(b) of the Code and applicable regulations promulgated, from time to time thereunder. Borrower understands that this limitation may apply to funds held as collateral for any letter of credit provided to Lender as security for the repayment of the Agency Loan. In the event that at any time Borrower is of the opinion or becomes otherwise aware that for purposes of this Section 4.22.3 it is necessary to restrict or to limit the yield on the investment of any moneys held by Lender in the Borrower's Funds Account, Borrower shall determine the limitations and so instruct Lender in writing (with. a copy to Agency) and cause Lender to comply with those limitations. Borrower will take such action or actions as may be reasonably necessary in the opinion of Bond Counsel (as defined in the Regulatory Agreement), or of which it otherwise becomes aware, to comply fully with Section 148 of the Code, including but not limited to Section 148(d)(3) of the Code regarding investment of gross proceeds of the Agency Note in investments with a yield in excess of the yield on the Agency Note. 4.22.4. Federal Guaranty. Borrower shall take no action nor permit nor suffer any action to be taken if the result of the same would be to cause the Agency Note to be "federally guaranteed" within the meaning of Section 149(b) of the Code. 4.22.5. Existing Property. Borrower represents and warrants that no proceeds of the Agency Loan shall be used for the acquisition of any tangible property or an interest therein, other than land or an interest in land, unless the first use of such property is pursuant to such acquisition. 4.22.6. Prohibited Uses. No portion of the proceeds of the Agency Note shall be used to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages 15 for consumption off premises. No portion of the proceeds of the Agency Note shall be used for an office unless the office is located on the premises of the facilities constituting the Improvements and unless not more than a de minimus amount of the functions to be performed at such office is not related to the day-to-day operations of the Improvements. 5. Default and Remedies. 5.1. Events of Default. Borrower will be in default under this Agency Loan Agreement upon the occurrence of any one or more of the following events ("Events of Default"): a. Borrower fails to make any payment of principal or interest under the Agency Note within fifteen (15) days after the date when due; or b. Borrower fails to make any deposit of funds demanded by Lender under this Agency Loan Agreement within fifteen (15) days after Lender's demand; or c. Borrower fails to comply with any other covenant contained in this Agency Loan Agreement which calls for the payment of money, and does not cure that failure within fifteen (15) days after written notice from Lender; or d. Borrower or any of its general partners becomes insolvent or the subject of any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships ("Insolvency Proceeding"); or e. Borrower dissolves, terminates or liquidates; or f. James Silverwood does not remain in a position of day-to-day control of Borrower's operations and has not delegated such control to a replacement acceptable to the Lender; or g. Borrower is in default under the Leasehold Deed of Trust; or h. Any representation or warranty made or given in any of the Agency Loan Documents proves to be false or misleading in any material respect; or i. Construction of the Improvements is abandoned, or is not completed on or before the Completion Date; or j. Construction of the Improvements is halted prior to completion for any period of thirty (30) consecutive days for any cause which is not beyond the reasonable control of Borrower or any of its contractors or subcontractors; or k. Any governmental, judicial or legal authority having jurisdiction over the Property orders or requires that construction of the Improvements be stopped in whole or in part, or any required approval, license or permit is withdrawn or suspended, and the order, requirement, withdrawal or suspension remains in effect either (i) for a period of thirty (30) consecutive days ("Initial Cure Period"), or (ii) for a total period of ninety (90) days, so long as Borrower begins within the Initial Cure Period and diligently continues to take steps to remove the effect of the order, requirement, withdrawal or suspension, and Lender, exercising reasonable judgment, determines that Borrower is reasonably likely to prevail; or 1. Borrower is in default under the Architecture Contract, the Construction Contract, any other contract for the construction of the Improvements, or any lease of any part of the Property or any space within the Improvements, either (i) for an Initial Cure Period of thirty (30) consecutive days, or (ii) for a total period of ninety (90) days, so long as Borrower begins within the Initial Cure Period and diligently continues to cure 16 the default, and Lender, exercising reasonable judgment, determines that the cure cannot reasonably be completed at or before expiration of the Initial Cure Period; or rn. Borrower fails to comply with any provision contained in this Agency Loan Agreement other than those provisions elsewhere referred to in this Section 5.1, and does not cure that failure either (i) within an Initial Cure Period of thirty (30) consecutive days after written notice from Lender, or (ii) within ninety (90) days after such written notice, so long as Borrower begins within the Initial Cure Period and diligently continues to cure the failure, and Lender, exercising reasonable judgment, determines that the cure cannot reasonably be completed at or before expiration of the Initial Cure Period; or n. Under any of the Agency Loan Documents, an Event of Default (as defined in that document) occurs; or o. An "Event of Default" occurs under the Bank Loan Agreement or the Regulatory Agreement; or p. An "Event of Material Default" occurs under the Ground Lease; or q. A breach or default occurs (after expiration of all applicable notice and cure rights) under the DDA; or r. There is a material adverse change in Borrower's financial condition which is not cured after thirty (30) days notice from Lender; or s. The Agency or the Bank receives notice from the Internal Revenue Service or other governmental agency that the interest on the Agency Note is not tax-exempt; or t. James Silverwood dies or is declared incompetent and is not replaced as chief executive officer of the general partner of the Borrower within 90 days of such event by a person whose development expertise is reasonably approved by the Bank. 5.2. Remedies. If an Event of Default occurs under this Agency Loan Agreement, Lender may exercise any right or remedy which it has under any of the Agency Loan Documents, or which is otherwise available at law or in equity or by statute, and all of Lender's rights and remedies shall be cumulative. If any Event of Default occurs, Lender's obligation to lend under the Agency Loan Documents shall automatically terminate, and Lender may in its sole discretion withhold any one or more disbursements. No disbursement of Loan funds by Lender shall cure any default of Borrower, unless Lender agrees otherwise in writing in each instance. If Borrower becomes the subject of any Insolvency Proceeding, all of Borrower's obligations under the Agency Loan Documents shall automatically become immediately due and payable upon the filing of the petition commencing such proceeding, all without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character. Upon the occurrence of any other Event of Default, all of Borrower's obligations under the Agency Loan Documents may become immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all at Lender's option, exercisable in its sole discretion. If such acceleration occurs, Lender may apply the undisbursed Agency Loan funds, and any sums in the Account (as defined in Exhibit F) to the obligations of Borrower under the Agency Loan Documents, in any order and proportions that Lender in its sole discretion may choose. Also upon any Event of Default, Lender shall have the right in its sole discretion to enter and take possession of the Property, whether in person, by agent or by court-appointed 17 receiver, and to take any and all actions which Lender in its sole discretion may consider necessary to complete construction of the Improvements, including making changes in plans, specifications, work or materials and entering into, modifying or terminating any contractual arrangements, all subject to Lender's right at any time to discontinue any work without liability. If Lender chooses to complete the Improvements, it shall not assume any liability to Borrower or any other person for completing the Improvements, or for the manner or quality of construction of the Improvements, and Borrower expressly waives any such liability. If Lender exercises any of the rights or remedies provided in this paragraph, that exercise shall not make Lender, or cause Lender to be deemed to be, a partner or joint venturer of Borrower. Lender in its sole discretion may choose to complete construction in its own name. All sums which are expended by Lender in completing construction shall be considered to have been disbursed to Borrower and shall be secured by the Leasehold Deed of Trust and any other collateral held by Lender in connection with the Agency Loan; any sums of principal shall be considered to be an additional loan to Borrower bearing interest at the Default Rate, as defined in the Borrower Note, and shall be secured by the Leasehold Deed of Trust and any other collateral held by Lender in connection with the Agency Loan. For these purposes Lender, in its sole discretion, may reallocate any line item or cost category of the cost breakdown. 6. Use of Tax Increment Monies. 6.1 Definitions for Article 6. When used in this Article 6, the following terms shall have the meanings set forth in this Section 6.1. 6.1.1 "Fiscal Year" means any twelve month period extending from July 1 in one calendar year to June 30 of the succeeding calendar year, both dates inclusive. 6.1.2 "Housing Fund" means the Agency's Low and Moderate Income Housing Fund, established and maintained by the Agency pursuant to Section 33334.2, 33334.3 and 33334.6, as applicable, of the Redevelopment Law. 6.1.3 "Housing Set-Aside Revenues" means monies paid to the Agency from and after the effective date of this Agreement derived from that portion of taxes levied upon assessable property within the Project Area allocated to the Agency pursuant to Article 6 of Chapter 6 of the Redevelopment Law and Section 16 of Article XVI of the Constitution of the State of California and required by Section 33334.2 or 33334.6 of the Redevelopment Law to be placed in the Housing Fund for use in increasing and improving the supply of low and moderate income housing in the City of Temecula. 6.1.4 "Independent Redevelopment Consultant" means any consultant or firm of such consultants appointed by the Agency, and who, or each of whom: (a) is judged by the Agency to have experience in matters relating to the collection of Housing Set-Aside Revenues or otherwise with respect to the financing of redevelopment projects; (b) is in fact independent and not under the domination of the Agency; (c) does not have any substantial interest, direct or indirect, with the Agency; and (d) is not connected with the Agency as an officer or employee of the Agency, but who may be regularly retained to make reports to the Agency. 18 6.1.5 "Low Income Units" has the meaning ascribed to such term in the Regulatory Agreement. 6.1.6 "Median Income for the Area" has the meaning ascribed to such term in the Regulatory Agreement. 6.1.7 "Pledge Fund" means the fund by that name created pursuant to Section 6.3 hereof. 6.1.8 "Pledge Fund Requirement" means an amount equal to $305,000. 6.1.9 "Pledged Housing Set-Aside Revenues" means, with respect to any Fiscal Year, Housing Set-Aside Revenues in an amount equal to the Pledge Fund Requirement for the respective Fiscal Year. 6.1.10 "Prior Indebtedness" means the Agency's obligations under (a) · (b) any loan agreement, indenture, bond or note the proceeds of which are used to refund, in whole or in part, the Agency's obligation under the indebtedness described in the preceding clause (a) so long as the principal amount of such refunding obligation is not more than ten percent (10%) in excess of the principal amount of the obligation so refunded, and (c) any indenture, loan agreement or any other agreement, note, bond of any kind, so long as the Agency shall have filed with the Lender (1) a Written Certificate of the Agency specifying the obligation constituting the Prior Indebtedness, the principal amount thereof and the maximum annual amount of Housing Set-Aside Revenues that are pledged to the payment thereof, accompanied by (2) a report of an Independent Redevelopment Consultant to the effect that the Housing Set- Aside Revenues expected to be received in the then current and each succeeding Fiscal Year are at least equal to all amounts due in each respective Fiscal Year by the Agency on all Prior Indebtedness (including any such Prior Indebtedness described in this clause (c)), plus, in each such year, an amount equal to 120% of the Pledge Fund Require~ment. 6.1.11 "Project Area" means the Agency's Redevelopment Project. 6.1.12 "Redevelopment Law" means the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code. 6.1.13 "Regulatory Agreement" means the Regulatory Agreement and Declaration of Restrictive Covenants, dated as of July 1, 1998, between the Borrower and the Agency. 6.1.14 "Very Low Income Units" has the meaning ascribed to such term in the Regulatory Agreement. 6.1.15 "Written Request of the Agency" or "Written Certificate of the Agency" means a request or certificate, in writing, signed by the Executive Director, Treasurer or Secretary of the Agency or by any other officer of the Agency duly authorized by the Agency for that purpose. 6.2 Authorization; Findings Regarding Subordination. The Agency hereby agrees to provide financial assistance to the Borrower from amounts on deposit in its Housing Fund and from its Pledged Housing Set-Aside Revenues in order to provide an additional source of payment for the Agency Note, all under and subject to the 19 terms and conditions of this Article 6. The Agency hereby acknowledges that the agreements of the Borrower in the Regulatory Agreement with respect to the Very Low-income Units are intended to satisfy the requirements of the Redevelopment Law with respect to the use of Housing Set-Aside Revenues to assist in the financing of the Project. The Agency acknowledges that the obligations of the Borrower under the Regulatory Agreement to provide the Very Low-Income Units and the Low-Income Units are subordinate to the Agency's obligations to repay the Bank Loan. The Agency hereby finds and declares that an economically feasible alternative method of financing the Development and assisting the units therein on substantially similar terms and conditions to those set forth herein and in the Agency Loan Documents without subordinating its interests under the Regulatory Agreement, the Ground Lease and the DDA to the interest of the Lender, is not reasonably available, and the Agency Loan Documents and applicable State law will allow the Agency the opportunity to cure a default under the Bank Loan Agreement. 6.3 Pledge Fund. There is hereby established as a separate fund the "Pledge Fund" which fund shall be held by the Agency for the benefit of the Borrower, the Lender and the Agency. The Agency shall deposit in the Pledge Fund on the date of execution of this Agency Loan Agreement $305,000, and thereafter all amounts required to be deposited therein under this Article 6. Until disbursed as provided herein, amounts in the Pledge Fund shall be subject to a lien in favor of the Lender and the Borrower. On each payment date on the Agency Loan, the Agency shall withdraw from the Pledge Fund to the extent of any funds therein, any amount necessary to pay amounts due on the Agency Loan, to the extent that there are insufficient amounts available therefor from revenues of the Development. On each July 1, commencing July 1, 1999, the Agency shall withdraw from the Housing Fund and deposit in the Pledge Fund an amount equal to the Pledge Fund Reqlairement. In the event that amounts then on deposit in the Housing Fund are insufficient for such purpose, the Agency shall deposit in the Pledge Fund any Housing Set-Aside Revenues thereafter received by the Agency and not pledged to the payment of the Prior Indebtedness until the amount on deposit in the Pledge Fund equals the Pledge Fund Requirement. The Agency shall invest amounts on deposit in the Pledge Fund in an insured account with the Lender, with any investment earnings paid to Borrower, free and clear of any lien under this Agency Loan Agreement, as and when received. 6.4.1 Pledge of Housing Set-Aside Revenues. The Agency's obligations under Section 6.3 shall be secured by a pledge of and lien upon the Pledged Housing Set-Aside Revenues, subject only to any prior lien thereon to secure any Prior Indebtedness. The Pledged Housing Set-Aside Revenues remaining after payment each Fiscal Year of amounts due on any Prior Indebtedness are hereby allocated in their entirety to the payment of the Agency's obligations under Section 6.3. Except for the Pledged Housing Set-Aside Revenues, no funds or properties of the Agency shall be pledged to, or otherwise liable for, the satisfaction of the Agency's obligations under Section 6.3. The obligations of the Agency set forth in Section 6.3 shall constitute an indebtedness of the Agency incurred in carrying out its housing program and secured by a pledge of Pledged Housing Set-Aside Revenues to repay such indebtedness under the 20 provisions of Article XVI, .Section 16 of the California Constitution and Sections 33670- 33677 of the California Health and Safety Code. 6.4.2 Housing Fund. The Agency hereby agrees to maintain the Housing Fund, and to deposit therein all Pledged Housing Set-Aside Revenues not otherwise needed for payment of any Prior Indebtedness or required by 6.3 to be deposited in the Pledge Fund. From and after the date in any Fiscal Year that amounts in the Pledge Fund equal or exceed the Pledge Ftmd Requirement, all Housing Set-Aside Revenues thereafter received by the Agency in such Fiscal Year shall be released from any pledge thereof hereunder. 6.4.3 Limitation on Superior Debt. The Agency hereby covenants that, so long as the Agency Loan remain unpaid, the Agency shall not issue any bonds, notes or other obligations, enter into any agreement or otherwise incur any loans, advances or indebtedness, which is in any case secured by a lien on all or any part of the Pledged Housing Set-Aside Revenues which is superior to or on a parity with the lien established hereunder for the security of the Agency's obligations under Section 6.3 hereof, other than Prior Indebtedness. Nothing herein is intended or shall be construed in any way to prohibit or impose any limitations upon the issuance by the Agency of loans, bonds, notes, advances or other indebtedness which are unsecured. or which are secured by a junior lien on the Pledged Housing Set- Aside Revenues, or are not secured by a lien on Housing Set-Aside Revenues. 6.4.4 Maintenance of Housing Set-Aside Revenues. The Agency shall comply with all requirements of the Redevelopment Law to insure the allocation and payment to it of the Housing Set-Aside Revenues, including without limitation the timely filing of any necessary statements of indebtedness with appropriate officials of the County of Riverside and (in the case of supplemental revenues and other amounts payable by the State of California) appropriate officials of the State of California. The Agency shall not enter into any agreement with the County of Riverside or any other governmental unit, which would have the effect of reducing the amount of Pledged Housing Set-Aside Revenues available to the Agency for payment of its obligations under Section 6.3 hereof, unless the Agency shall first obtain the report of an Independent Redevelopment Consultant stating that the Housing Set-Aside Revenues estimated to be received in the current Fiscal Year and available for the purposes of this Agency Loan Agreement shall be at least equal to one hundred twenty-five percent (125%) of the Pledge Fund Requirement. Nothing herein is intended or shall be construed in any way to prohibit or impose any limitations on the entering into by the Agency of any such agreement, amendment or supplement which by its term is subordinate to the payment of its obligations under Section 6.3 hereof. The Agency will not make any findings under Section 33334.2 or Section 33334.6 of the Redevelopment Law that would impair its obligations under Section 6.3 hereof. 6.5 Termination of Agency Obligations. Any and all obligations of the Agency under this Article 6 shall cease and no 1on'ger be effective in the event that, for any reason, the restrictions contained in Section 4. and Section 4A. of the Regulatory Agreement are no longer in effect. 21 7. Miscellaneous Provisions. 7.1 No Waiver; Consents. Each waiver by Lender must be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from Lender's delay in exercising or failure to exercise any right or remedy against Borrower or any security. Consent by Lender to any act or omission by Borrower shall not be construed as a consent to any other or subsequent act or omission or as a waiver of the requirement for Lender's consent to be obtained in any future or other instance. All rights and remedies of Lender are cumulative. 7.2 Purpose and Effect of Lender Approval. Lender's approval of any matter in connection with the Loan shall be for the sole purpose of protecting Lender's security and rights. No such approval shall result in a waiver of any default of Borrower. In no event shall Lender's approval be a representation of any kind with regard to the matter being approved. 7.3 No Commitment to Increase Loan. From time to time, Lender may approve changes to the Plans and Specifications at Borrower's request, and may also require Borrower to make corrections to the work of construction, all on and subject to the terms and conditions of this Agreement. Borrower acknowledges that no such action or other action by Lender shall in an.y manner commit or obligate Lender to increase the amount of the Agency Loan. 7.4 No Third Parties Benefited. This Agency Loan Agreement is made and entered into for the sole protection and benefit of Lender and Borrower and their permitted successors and assigns. No trust fund is created by this Agency Loan Agreement and no other persons or entities shall have any right of action under this Agency Loan Agreement or any right to the Loan funds. 7.5 Joint and Several Liability. If Borrower consists of more than one person or entity, each shall be jointly and severally liable to Lender for the faithful performance of this Agency Loan Agreement. 7.6 Notices. All notices given under this Agency Loan Agreement shall be in writing and shall be given by personal delivery, overnight receipted courier (such as Federal Express), or by registered or certified United States mail, postage prepaid, sent to the party at its address appearing below its signature. Notices shall be effective upon receipt or when proper delivery is refused. Addresses for notice may be changed by either party by notice to the other party in accordance with this Section 7.6. Service of any notice on any one Borrower shall be effective service on Borrower for all purposes. 7.7 Authority to File Notices. Borrower irrevocably appoints Lender as its attorney-in-fact, with full power of substitution, to file for record, at Borrower's cost and expense and in Borrower's name, any notices of completion, notices of cessation of labor, or any other notices that Lender in its sole discretion may consider necessary or desirable to protect its security, if Borrower fails to do so. 22 7.8 Actions. Lender shall have the right, but not the obligation, to commence, appear in, and defend any action or proceeding which might affect its security or its rights, duties or liabilities relating to the Agency Loan, the Property, or any of the Agency Loan Documents. Borrower shall pay promptly on demand all of Lender's reasonable out-of-pocket costs, expenses, and legal fees and expenses of Lender's counsel incurred in those actions or proceedings. 7.9 Indemnity. Borrower hereby indemnifies and agrees to defend (by counsel satisfactory to Lender) and hold Lender and its officers, directors, shareholders, employees, agents and representatives harmless from and against any and all claims, demands, actions, losses, liabilities, costs and expenses (including without limitation costs of suit and attorneys' fees) which arise out of the Property or the operation thereof or the Agency Loan Documents or the Bank Loan Documents or the transactions evidenced thereby. Borrower acknowledges that the indemnity contained in this Section 7.9 shall benefit both Agency (in its capacity as Lender hereunder) and Bank. 7.10 Attorneys' Fees. If any lawsuit, reference or arbitration is commenced which arises out of or relates to this Agency Loan Agreement, the Agency Loan Documents or the Agency Loan, the prevailing party shall be entitled to recover from each other party such sums as the court, referee or arbitrator may adjudge to be reasonable attorneys' fees in the action, reference or arbitration, in-addition to costs and expenses otherwise allowed by law. In all other situations, including any matter arising out of or relating to any Insolvency Proceeding, Borrower agrees to pay all of Lender's costs and expenses, including attorneys' fees, which may be incurred in enforcing or protecting Lender's rights or interests. From the time(s) incurred until paid in full to Lender, all such sums shall bear interest at the Default Rate. 7.11 In-House Counsel Fees. Whenever Borrower is obligated to pay or reimburse Lender for any attorneys' fees, those fees shall include the allocated costs for services of in-house counsel. 7.12 Incorporation of Use of Proceeds Certificate. The representations of Borrower set forth in that certain Certificate Regarding Use of Proceeds executed as of even date herewith by Borrower are incorporated by reference herein as if fully set forth herein. 7.13 Loss of Tax Exclusion. Borrower understands that the interest rates provided under this Agency Loan Agreement and the Borrower Note are based on the assumption that interest income paid on the Agency Note and received by Lender will be excludable from Bank's gross income under Section 103 of the Internal Revenue Code and is exempt from personal income taxation under applicable State law. In the event that (i) Borrower receives notice from Lender that Lender has discovered any facts, actions or failures to act by Borrower that would cause the interest on the Agency Note not to be treated as tax-exempt; or (ii) Lender receives notice from the Internal Revenue Service or other government agency that interest payable on the Agency Note is not tax-exempt, or that the Internal Revenue Service is challenging the tax-exempt status of the Agency Note, then the interest rate on the Borrower Note shall be changed to the Default Rate (as that term is defined in the Borrower Note), subject to any applicable limitations on the interest rate under the Act or applicable Law. 23 If, within one hundred eighty (180) days following the date of the conversion of interest hereunder to the Default Rate, Borrower delivers to Lender evidence satisfactory to Lender that interest on the Agency Note is tax-exempt (which may consist of an opinion of bond counsel from a law firm in form and substance acceptable to Bank to such effect), Lender will promptly refund to Borrower an amount equal to the difference between the interest actually paid at the Default Rate and the interest which would have been payable hereunder in the absence of a conversion to the Default Rate. Any increase in the interest rate pursuant to this Section 7.13 will operate both prospectively and retroactively to the date upon which interest on the Agency Note becomes (or is stated by the Internal Revenue Service to have become) taxable, and Borrower shall pay to Lender promptly upon demand any interest due. Borrower shall also indemnify, defend and hold Bank and Agency harmless from any penalties, interest expense or other costs, including reasonable attorneys' fees (including all allocated charges of internal counsel) and accountants' costs, resulting from any dispute with the Internal Revenue Service concerning the proper tax treatment of the Agency Note and the interest payable thereunder. The obligations of Borrower under this paragraph shall survive termination of this Agency Loan Agreement and repayment of the Agency Loan. 7.14 Tax Status. Borrower agrees as follows: (a) that Borrower will not take or permit any action to be taken that would adversely affect either the exclusion from gross income for federal income tax purposes of the interest on the Agency Note and, if it should take or permit any such action, Borrower will take all lawful actions to rescind such action promptly upon having knowledge thereof; and (b) that Borrower will take such action or actions, including amending this Agency Loan Agreement and Borrower Note, as determined reasonably necessary in the opinion of Bond Counsel to comply fully with all applicable rules, rulings, policies, procedures, regulations or other official statements promulgated or proposed by the United States Department of the Treasury or the Internal Revenue Service under the Internal Revenue Code. Borrower further acknowledges that all investments of moneys in the Borrower's Funds Account must be made in compliance with the Internal Revenue Code and regulations thereunder. Borrower agrees to calculate and pay any amounts owing to the United States as rebate applicable to the Agency Loan, the Bank Loan, this Agency Loan Agreement or the Bank Loan Agreement, in accordance with Section 148 of the Internal Revenue Code. 7. ! 5 Applicable Law. This Agency Loan Agreement is governed by the laws of the State of California, without regard to the' choice of law rules of that State. 7.16 Heirs, Successors and Assigns; Participations. The terms of this Agency Loan Agreement shall bind and benefit the heirs, legal representatives, successors and assigns of the parties; provided, however, that Borrower may not assign this Agency Loan Agreement or any Agency Loan funds, or assign or delegate any of its rights or obligations, without the prior written consent of Lender in each instance. Borrower ~cknowledges that Agency has absolutely assigned all of its right, title and interest in this Agency Loan Agreement and the other Agency Loan Documents to Bank, and that Bank may assign its rights under the Bank Loan Documents subject to the provisions thereof. Without notice to or the consent of Borrower, Lender may disclose to any actual or prospective purchaser of any securities issued or to be issued by Lender, and to any actual or prospective purchaser or assignee of any participation or other interest in the Bank Loan or the Agency Loan, any financial or other information, data or material in Lender's possession relating to Borrower, the Agency Loan, the Bank Loan, the Improvements or the Property. 24 7.17 Relationships With~Other Lender Customers. From time to time, Lender may have business relationships with Borrower's customers, suppliers, contractors, tenants, members, partners, shareholders, officers or directors, or with businesses offering products or services similar to those of Borrower, or with persons seeking to invest in, borrow from or lend to Borrower. Borrower agrees that Lender may extend credit to such parties and may take any action it may deem necessary to collect the credit, regardless of the effect that such extension or collection of credit may have on Borrower's financial condition or operations. Borrower further agrees that in no event shall Lender be obligated to disclose to Borrower any information concerning any other Lender customer. 7.18 Disclosure to Title Company. Without notice to or the consent of Borrower, Lender may disclose to any title insurance company which insures any interest of Lender under the Leasehold Deed of Trust (whether as primary insurer, coinsurer or reinsurer) any information, data or material in Lender's possession relating to Borrower, the Agency Loan, the Improvements or the Property. 7.19 Improvement District. Borrower shall not vote in favor of, or directly or indirectly advocate or assist in the incorporation of any part of the Property into any improvement or community facilities district, special assessment district or other district without Lender's prior written consent in each instance. 7.20 Restriction on Personal Property. Borrower shall not sell, convey, or otherwise transfer or dispose of its interest in any personal property in which Lender has a security interest, or contract to do any of the foregoing, without the prior written consent of Lender in each instance. 7.21 Force Majeure. If the work of construction is directly affected and delayed by fire, earthquake or other acts of God, strike, lockout, acts of public enemy, riot, insurrection, or governmental regulation of the sale or transportation of materials, supplies or labor, Borrower must notify Lender in writing within thirty (30) calendar days after the event occurs which causes the delay. So long as no Event of Default has occurred and is continuing, Lender shall extend the Completion Date by a period of time equal to the period of the delay, but not more than a total of one hundred fifty (150) days. Such an extension, however, shall not affect the time for performance of, or otherwise modify, any of Borrower's other obligations trader the Agency Loan Documents or the maturity of the Borrower Note. 7.22 Severability. The invalidity or unenforceability of any one or more provisions of this Agency Loan Agreement shall in no way affect any other provision. 7.23 ' Interpretation. Whenever the context requires, all words used in the singular will be construed to have been used in the plural, and vice versa, and each gender will include any other gender. The captions of the sections of this Agency Loan Agreement are for convenience only and do not define or limit any terms or provisions. The word "include(s)" means "include(s), without limitation," and the word "including" means "including, but not limited to." No listing of specific instances, items or matters in any way limits the scope or generality of any language of 25 this Agency Loan Agreement. Time is of the essence in the performance of this Agency Loan Agreement by Borrower. The exhibits to this Agency Loan Agreement are hereby incorporated in this Agency Loan Agreement. 7.24 Amendments. This Agency Loan Agreement may not be modified or amended except by a written agreement signed by the parties. 7.25 Counterparts. This Agency Loan Agreement and any attached consents or exhibits requiring signatures may be executed in counterparts, and all counterparts shall constitute but one and the same document. 7.26 Language of Agreement. The language of this Agency Loan Agreement shall be construed as a whole according to its fair meaning, and not strictly for or against any party. 7.27 Limited Recourse Obligation. Prior to the Permanent Term Commencement Date, the Borrower and its general parmer are personally liable for any deficiency in the payment of any obligations secured by the Leasehold Deed of Trust that may remain following a judicial foreclosure (or, to the extent per .reitted by law, a nonjudicial foreclosure) of the Leasehold Deed of Trust. Following the Permanent Term Commencement Date, the Lender will neither seek nor obtain judgment against the Borrower, its general parmer or any other parmer of Borrower for payment of principal or interest under the Agency Loan or for other obligations under the Agency Loan Documents following a judicial foreclosure (or to the extent permitted by law, a nonjudidal foreclosure) of the Leasehold Deed of Trust, and the Lender's sole,recourse against the Borrower, its general parmer or any other parmer of Borrower for any default in the payment of principal or interest or any sums due under the Agency Loan Documents is limited to the Property and Improvements and any other collateral of the Agency Loan; provided, however, that the limitation of liability set forth in this Section will not prejudice or affect the Lender's rights to: (a) name the Borrower or its general parmer as a party defendant in any action, proceeding, reference or arbitration, subject to the limitations of this Section; or (b) assert any unpaid amounts on the Agency Loan as a defense or offset to or against any claim or cause of action made or alleged against the Lender by the Borrower, its general parmer or joint venturers, or any guarantor or indemnitor in connection with the Agency Loan; or (c) exercise self-help remedies such as set off or nonjudicial foreclosure against or sale of any real or personal property collateral or security; or (d) collect or recover rents, insurance proceeds, amounts payable 'under surety bonds or letters of credit, condemnation or any other awards arising out of any public action, or any damages or awards arising out of any damage or injury to, or decrease in value of, all or part of the collateral for the Agency Loan; or (e) Collect or recover an amount from the Borrower or its general parmer equal to any rents or any security for the Agency Loan that was not applied as required 26 by this Agency Loan Agreement after an Event of Default (as defined in Section 5.1) has occurred and while it is continuing; or (f) enforce and collect or recover all sums owing under Section 7.9 of this Agency Loan Agreement or under the Environmental Indemnity Agreement by the Borrower; or (g) enforce any and all of the Borrower's and its general partner's obligation under this Agency Loan Agreement relating to preserving the condition of the Improvements or the priority of the Lender's interest in the Property and Improvements, including obligations to pay all taxes and charges that may affect or become a lien on the Property and Improvements, to maintain the Improvements and all insurance in accordance with this Agency Loan Agreement, and to repay all sums advanced by the Lender for any payment of taxes or insurance; or (h) enforce any agreement of the Borrower or any other party (other than this Agency Loan Agreement) specifically stating that it is not subject to the limitation of liability contained in this Section; or (i) recover any expenses, damages or costs, including attorneys' fees (including the allocated costs for services of in-house Counsel), that the Lender (including the Agency and/or the Bank) may incur because of the-Borrower's fraud, willful misrepresentation, misapplication of funds or waste or intentional dama. ge of or to any collateral for the Agency Loan; or (j) enforce any and all of the Borrower's obligations to complete construction on the Improvements as contemplated by this Agency Loan Agreement, including obligations to repay sums advanced by the Lender for such purpose; or (k) enforce any indemnity or other obligation of the Borrower arising from or in connection with the issuance by or the performance of or under by the Lender (including the Agency and/or the Bank), any set aside letter or the enforcement of any set aside letter against the Lender (including the Agency and/or the Bank). Nothing contained in this Section shall impair the validity of this Agency Loan Agreement or any Agency Loan Document or any lien or security interest created or perfected thereby. 7.28 Integration and Relation to Loan Commitment. The Agency Loan Documents (a) integrate all the terms and conditions mentioned in or incidental to this Agreement, (b) supersede all oral negotiations and prior writings with respect to their subject matter, including Lender's loan commitment to Borrower, and (c) are intended by the parties as the final expression of the agreement with respect to the terms and conditions e~t forth in those documents and as the complete and exclusive statement of the terms agreed to y the parties. No representation, understanding, promise or condition shall be enforceable 27 against any party unless it is contained in the Loan Documents. If there is any conflict between the terms, conditions and provisions of this Agreement and those of any other agreement or instrument, including any other Loan Document, the terms, conditions and provisions of this Agreement shall prevail. "Borrower" TEMECULA GARDENS, L.P., a California general partnership "Agency" REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By: Its: Address where notices to Borrower are to be sent: Temecula Gardens, L.P. c/o Affirmed Housing Group 200 East Washington Avenue, Suite 208 Escondido, CA 92025 Attention: James Silverwood with copies to: Lehman Housing Capital, Inc. 3 World Financial Center New York, NY 10285 Attention: President and Asset Management Director (separate copies) and Office of the General Counsel Lehman Brothers, Inc. 3 World Financial Center New York, NY 10285 and Peabody & Brown 1255 - 23rd Street, NW Washington, DC 20037 Attention: Richard S. Goldstein, Esq. and Powell, Goldstein, Frazer & Murphy, LLP 1001 Pennsylvania Ave., NW Washington, DC 20004 Attention: Bill William G. Driggers, Esq. and Incorvaia & Associates 12626 High Bluff Drive, #325 San Diego, CA 92130 Attention: Joel Incorvaia, Esq. 20005.01:J3834 By: Executive Director Address where notices to Agency are to be sent: Redevelopment Agency of the City of Temecula 43200 Business Park Drive Temecula, CA 92590 Attention: Executive Director 28 LoanNo. 91-69794212 ENVIRONMENTAL INDEMNITY AGREEMENT THIS ENVIRONMENTAL INDEMNITY AGREEMENT ("Environmental Indemnity"), is made and entered into as of July __, 1998, by the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic, organized and existing under the laws of the State of California ("Borrower") and in favor of and for the benefit of WASHINGTON MUTUAL BANK, FA ("Lender"), and the Indemnitees (as such term is clef'meal in Paragraph 3 below). RECITALS A. Lender is about to make a loan to Borrower in the original principal amount of $ (the "Loan"). The Loan will be evidenced by a promissory note of even date herewith (the "Note") and secured by a deed of trust of even date herewith executed by Borrower, as trustor, in favor of Lender, as beneficiary (the "Deed of Trust"). The Deed of Trust encumbers certain real property commonly known as 28485, 28497, 28534, 28535, 28545, 28555, 28559 and 28565 Pujol Street, Temecula, California (the "Property"). This Environmental Indemnity, the Note, the Deed of Trust, and any other documents or agreements which now or hereafter evidence or secure the Loan or are delivered in connection with the Loan, and any extensions, consolidations, modifications and supplements thereto, are referred to as the "Loan Documents." B. As a result of the future exercise of Lender's rights and remedies in connection with the Loan, Lender or its successors or assigns may hereafter become the owner of the Property pursuant to a transfer of title to the Property, or a portion thereof, at a foreclosure sale under the Deed of Trust, either pursuant to a judicial decree or by power of sale, or by deed in lieu of foreclosure ("Foreclosure").. In such event Lender may incur certain liabilities, costs and expenses in connection with the Property relating to or arising out of any of the environmental matters described herein. The parties intend by this Environmental Indemnity to protect Lender and its predecessorS, successors and assigns and their respective directors, officers, agents, attorneys, representatives and employees from any such liabilities, costs, and expenses as herein provided. NOW THEREFORE, in consideration of the making of the Loan by Lender to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower hereby agrees as follows: AGREEMENT 1. Compliance with Environmental Laws. (a) Borrower warrants and represents as follows: (i) the Property has never been used to manufacture, store or dispose of "Hazardous Substances" (as herein defined); (ii) the Property is in all respects in compliance with all applicable federal, state and local laws, ordinances and regulations relating to environmental protection, occupational health and safeW, public health and safety or public nuisance or menace, including, without limitation, the Resource Conservation and Recovery Act, 42 U.S.C. §6901, _el seq. ("RCRA"), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§9601, et seq. ("CERCLA"), the Toxic Substances Control Act, 15 U.S.C. §§2601, et seq., the Clean Air Act, 42 U.S.C. §§7401, seq., and the Clean Water Act, 33 U.S.C. §§1251, _e_t seq. all as they may be amended from time to time (collectively "Environmental Laws"); (iii) there are no underground storage tanks or PCB transformers located on the Property and no Hazardous Substances will be used, generated, handled, stored, treated, released or disposed of on, under, from, or about the Property, either by Borrower, a tenant or other third party; and (iv) Borrower has not received any notice of non-compliance with or violation of any law, regulation or ordinance relating to Hazardous Substances, including without limit Environmental Laws, nor incurred any previous liability therefor and will not permit any lien relating to Hazardous Substances to attach to the Property. (b) "Hazardous Substances" as used in this Environmental Indemnity shall mean any hazardous or toxic materials, substances, wastes, pollutants, effluents, contaminants, radioactive materials, flammable explosives, chemicals known to cause cancer or reproductive toxicity or emissions or wastes and any other chemical, material or substance,. the handling, storage, release, transportation, or disposal of which is or becomes prohibited, limited or regulated by any federal, state, county, regional or local .authority or which, even if not so regulated, is or becomes known to pose a hazard to the health and safety of the occupants of the Property including, without limitation, (i) asbestos, (ii) petroleum and petroleum by-products, (iii) urea formaldehyde foam insulation, (iv) polychlorinated biphenyls, (v) all substances now or hereafter designated as "hazardous substances," "hazardous materials" or "toxic substances" pursuant to CERCLA, the Federal Water Pollution Control Act, 33 U.S.C. §§1251 et seq., the Clean Air Act, 42 U.S.C. §§7401 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. §§1801 _eg seq., or RCRA; (vi) all substances now or hereafter designated as "hazardous wastes" in Section 25117 of the California Health & Safety Code or as "hazardous substances" in Section 25316 of the California Health & Safety Code; (vii) all substances now or hereafter designated by the Governor of the State of California pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986 as being known to cause cancer or reproductive toxicity, or (viii) all substances now or hereafter designated as "hazardous substances," "hazardous materials" or "toxic substances" under any other federal, state or local laws or in any regulations adopted and publications promulgated pursuant to said laws. s:\b\temecula\bank.env 070198 1221 2 2. Environmental Covenants. If, during the term of the Note or extensions thereof, Hazardous Substances are discovered on, in or under the Property in violation of any Environmental Laws, Borrower shall be responsible, at its sole expense, to remove the same from the Property and underlying groundwater in accordance with the requirements of the appropriate governmental authority. Borrower agrees to promptly notify Lender: (i) upon becoming aware of any use, storage or release of Hazardous Substances under, from or about the Property, (ii) of any proceeding, inquiry or notice from any governmental authority with respect to the use or presence of any Hazardous Substances on the Property or the migration thereof to or from other property; (iii) of all claims made or threatened by any third party against Borrower or the Property relating to loss or injury from any Hazardous Substance; (iv) upon discovery of any occurrence or condition on any property adjoining or in the immediate vicinity of the Property that would cause the Property to be subject to restrictions on ownership, occupancy, transferability or use under any Environmental Law; and (v) upon obtaining knowledge of any incurrence of expense by a governmental authority or others in connection with the assessment, containment or removal of any Hazardous Substances located on, under, from or about the Property or any property adjoining or in the immediate vicinity of the Property. Borrower agrees that in the event the Property or any condition existing thereon is ever determined by any court or governmental authority to be in violation of any law, ordinance or regulation which requires correction or clean-up under any law, ordinance or regulation relating to environmental protection, occupational health or safety, public health or safety or public nuisance or menace, Lender, at its option, but without obligation so to do, may correct such condition or violation and in doing so shall conclusively be deemed to be acting reasonably and for the purpose of protecting the value of its interest in the Property, and Lender may charge all costs of correcting such condition or violation to Borrower, which amounts shall be due upon demand, and shall bear interest from the date expended by Lender until paid at the rate of interest set forth in the Note. The provisions of this paragraph shall survive satisfaction of the Note and the obligations under any of the Loan Documents, from time to time amended and shall be in addition to any other rights and remedies of Lender. 3. Indemnity. Borrower hereby agrees, at its sole cost and expense, to indemnify, defend (with counsel acceptable to Lender), protect and hold harmless Lender, and all of its parent, subsidiary and affLliate corporations and predecessors, and all of said parties, respective officers, directors, representatives, agents, attorneys, employees, subsidiaries, parents, aff'fiiates and their successors and assigns (collectively "Indemnitees"), from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses (including, without limitation, fees, disbursements, costs of attorneys, and environmental consultants and experts), and all consequential damages of any kind or any nature whatsoever (but excluding any damages for any diminution in the value of the Property) which may at any time be imposed upon, incurred or suffered by, or asserted or awarded against, any Indemnitee directly or indirectly relating to or arising from any of the following "Environmental Matters": s:\b\temecula\bank,¢nv 070198 1221 3 (a) Any past, present or future presence of any Hazardous Substances on, in, under or affecting all or any portion of the Property or on, in, under or affecting all or any portion of any property adjacent or proximate to the Property if such Hazardous Substances originated, or were released, generated, transferred from or discharged, on or from the Property, originating from the Property or resulting from activities of Borrower or any tenant or other user of the Property prior to Foreclosure; (b) Any past, present or future storage, holding, handling, release, threatened release, discharge, generation, leak, abatement, removal or transportation of any Hazardous Substances on, in, under or from the Property or any portion thereof occurring prior to Foreclosure; (c) Any violation at any time prior to Foreclosure of laws, rules, regulations, judgments, orders, permits, licenses, agreements, covenants, restrictions, requirements or the like including, without limitation, Environmental Laws now or hereafter relating to or governing in any way the environmental condition of the Property or the presence of Hazardous Substances on, in, under or affecting all or any portion of the Property; (d) The failure of Borrower to properly complete, obtain, submit and/or file any and all notices, permits, licenses, authorizations, covenants, and the like required to be completed, obtained, submitted, or fried under any of the Environmental Laws in connection with the Property or the ownership, use, operation or enjoyment thereof; (e) The extraction, removal, containment, transportation or disposal of any and all Hazardous Substances from any portion of the Property or any other property adjacent or proximate to the Property if such Hazardous Substances were originated, released, discharged or generated on or from the Property by Borrower, any tenant or other user of the Property or any other third party prior to Foreclosure; (f) Any past, present or future presence, permitting operation, closure abandonment or removal from the Property prior to Foreclosure of any storage tank which at any time contains or contained any Hazardous Substances and such storage tank was located on, in or under the Property or any portion thereof prior to Foreclosure; (g) The implementation and enforcement of any monitoring, notification or other precautionary measures required to be implemented and/or enforced by Borrower which may become necessary to protect against the release or discharge of Hazardous Substances on, in, under or affecting the Property or from the Property into the air, body of water, any other public domain or any property adjacent or proximate to the Property; (h) compliance with all applicable Environmental Laws any Hazardous Substances generated moved from the Property; or s:\b\tcm~cula\bank.cnv 070198 1221 4 Any failure prior to Foreclosure to remove, contain, transport and dispose of in or (i) Any investigation, inquiry, order, hearing, action or other proceeding by or before any governmental agency in connection with any Hazardous Substances on or about the Property prior to Foreclosure or violation prior to Foreclosure of any Environmental Law with respect to the Property. 4. Separate Obligation. This Environmental Indemnity is given solely to protect Lender and the other Indemnitees and is not given as additional security for, or as a means of repayment of the Loan. The obligations of Borrower under this Environmental Indemnity are independent of, and shall not be affected by (i) any amounts at any time owing under the Note, (ii) the sufficiency or insufficiency of any collateral given to Lender to secure repayment of the Note, (iii) the consideration given by Lender or any other party in order to acquire the Property, or any portion thereof, (iv) release of the Deed of Trust, (v) an exercise of any remedies under any of the Loan Documents or the Modification, or (vi) the discharge or repayment in full of the Loan (including, without limitation, by amounts paid or credit bid at a foreclosure sale or by discharge in connection with a deed in lieu of foreclosure). Notwithstanding the provisions of any of the Loan Documents or any other instruments, none of the obligations of Borrower hereunder shall be in any way secured by the lien of the Deed of Trust or any other document or instrument securing the Loan. Since Borrower's obligations under this Environmental Indemnity are separate and independent from its obligations under the Loan Documents, Borrower acknowledges and agrees that said obligations shall not be subject to California Code of Civil Procedure Sections 580a, 580d, 726 or any successor statute or law or any other anti-deficiency laws. Borrower agrees that any payments made under this Environmental Indemnity shall not limit or in any way impair any deficiency judgment obtained against Borrower and shall not reduce any obligations and liabilities of Borrower under any of the Loan Documents which survive Foreclosure. Borrower further agrees that its obligations under this Environmental Indemnity are recourse obligations, and shall in no way be limited by the non-recourse provisions, if any, set forth in the Loan Documents. In the event Borrower is in default in the due, prompt and complete observance and performance of any of its obligations under this Environmental Indemnity, and such default continues for thirty (30) days after written notice thereof from Lender to Borrower, then such default shall constitute an "Event of Default" under the Deed of Trust. 5. Governing l.aw: Venue. This Environmental Indemnity shall be governed by and construed and enforced in accordance with the laws of the State of California. 6. Successor: Assignment. This Environmental Indemnity shall be binding upon and inure to the benefit of Lender, its successors, endorsees and assigns and their heirs, successors and assigns including any holder of the Note and any party who acquires all or a part of the Property by sale, assignment or foreclosure. 7. Construction. In all cases, the language in all pans of this Environmental Indemnity shall be construed simply, according to its plain meaning} and not strictly for or against any party. s:\b\temecula\bank.¢nv 070198 1221 5 8. Captions. The captions and paragraph headings contained herein are for convenience only and shall not be used in construing or enforcing any of the provisions of this Environmental Indemnity. 9. Recitals. The Recitals of this Environmental Indenmity are incorporated into and made a part hereof. 10. Counterparts. The parties may execute this Environmental Indemnity in any number of counterparts, each of which shall be deemed an original instrument but all of which together shall constitute one agreement. 11. Severability of Provisions. If any provision of this Environmental Indemnity shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity and shall not invalidate the remainder of such provision or any of the remaining provisions of this Environmental Indemnity or the Loan Documents. 12. Legal Fees. In the event of the bringing of any action or suit by a party hereto against another party hereunder by reason of any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Environmental Indemnity, then in that event, the prevailing party in such action or dispute shall be entitled to have and recover of and from the other party all reasonable costs and expenses of suit, including actual attorneys' fees. 13. Joint and Several Liability. If more than one party is executing this Environmental Indemnity, the obligations of such parties shall be joint and several. 14. Time. Time is of the essence with respect to every provision of this Environmental Indemnity. 15. Waivers. No provision of this Environmental Indemnity may be changed, waived, discharged or terminated orally, by telephone or by any other means except by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. // // // s:\b\temecula\bank.env 070198 1221 6 16. Delay in Enforcement. No failure or delay in the part of Lender to exercise any right, power or privilege under this Environmental Indemnity shall operate as a waiver of any privilege, power or right contained in this Environmental Indemnity. IN WITNESS WHEREOF, this, Environmental Indemnity has been executed as of the date first above written. BORROWER: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By: Executive Director LENDER: WASHINGTON MUTUAL BANK, FA By: Its: s:\b\temecula\bank.¢nv 070198 1221 7 Quint & Thimmig LLP 6/18/98 7/7/98 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Quint & Thimmig LLP 100 Pine Street, Suite 2525 San Francisco, CA 94111 Attn: Paul J. Thimmig, Esq. REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA and TEMECULA GARDENS, L.P., a California limited paiiiiership Dated as of July 1,1998 Relating to: Redevelopment Agency of the City of Temecula 1998 Multifamily Housing Revenue Note (Mission Village Apartments) 20005.01:J3835 TABLE OF CONTENTS Section 1. Section 2. Section 3. Section 4. Section 4A. Section 5. Section 6. Section 7. Section 8. Section 9. Section 10. Section 11. Section 12. Section 13. Section 14. Section 15. Section 16. Section 17. Section 18. Section 19. Section 20. Section 21. Section 22. Section 23. Definitions and Interpretation ..................................................................................1 Acquisition and Construction of the Development ..................................................... 5 Residential Rental Property .....................................................................................6 Very Low Income Tenants ........................................................................................8 Additional Agency Requirements .......................................................................... 10 Filings and Notifications ........................................................................................15 Tax Status of the Agency Note ................................................................................16 Indemnification .....................................................................................................17 Consideration ........................................................................................................18 Reliance ................................................................................................................18 Sale or Transfer of the Development .......................................................................18 Term .....................................................................................................................19 Covenants to Run With the Land ........................................................................... 19 Burden and Benefit ................................................................................................19 Uniformity ............................................................................................................20 Enforcement ..........................................................................................................20 Recording and Filing .....................................................................:. ......................20 Limited Liability ...................................................................................................20 Governing Law .....................................................................................................20 Amendments ........................................................................................................20 Notice .........- ..........................................................................................................20 Severability ...........................................................................................................22 Multiple Counterparts ............................................................................................22 Conflict With Other Affordability Requirements ..................................................... 22 EXHIBIT A - LEGAL DESCRIPTION OF LAND EXHIBIT B - INCOME COMPUTATION AND CERTIFICATION EXHIBIT C - CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE EXHIBIT D - COMPLETION CERTIFICATE EXHIBIT E - CERTIFICATE AS TO COMMENCEMENT OF QUALIFIED DEVELOPMENT PERIOD REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS THIS REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (the "Regulatory Agreement"), made and entered into as of July 1, 1998, is by and between the Redevelopment Agency of the City of Temecula, a public body, corporate and politic, organized and existing under the constitution and laws of the State of California (together with any successor to its rights, duties and obligations hereunder, the "Agency"), and Temecula Gardens, L.P., a California limited partnership organized and existing under the laws of the State of California (the "Borrower"), as lessee of the land described in Exhibit A attached hereto. WITNESSETH: WHEREAS, the Legislature of the State of California enacted Chapter 8 (commencing with Section 33750) of Part 1 of Division 24 of the Health and Safety Code of the State of California (the "Act") to authorize redevelopment agencies to make loans to finance residential construction in redevelopment project areas; and WHEREAS, on July 14, 1998 the Agency adopted a resolution authorizing the borrowing of funds from Washington Mutual Bank, FA (the "Bank Loan") and the making of a loan of the proceeds of the Bank Loan to the Borrower (the "Agency Loan"), all in amount of $5,800,000 and in connection with the financing of the construction of 38 units, and the rehabilitation of 38 units, of multifamily residential rental housing by the Borrower at 28485, 28497, 28565, 28534, 28535, 28545 and 28555 Pujol Street in the City of Temecula, California (the "Development"); and WHEREAS, the Agency and the Borrower have entered into a Construction and Term Loan Agreement, dated the date hereof (the "Agency Loan Agreement"), providing for the terms and conditions under which the Agency will make the Agency Loan to the Borrower to finance the Construction of the Development; and WHEREAS, the Act and the Internal Revenue Code of 1986, as amended (the "Code") require that, in order for the interest on the Bank Loan to be excluded from gross income for federal income tax purposes and otherwise in connection with the making of the Agency Loan, the use and operation of the Development must be restricted in certain respects and in order to ensure that the Development will be used and operated in accordance with the Act and the Code, the Agency and the Borrower have determined to enter into this Regulatory Agreement in order to set forth certain terms and conditions relating to the use and operation of the Development. NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and for other consideration the receipt and sufficiency of which are hereby acknowledged, the Agency and the Borrower hereby agree as follows: Section 1, Definitions and Interpretation. When used herein, the following capitalized terms shall have the respective meanings assigned to them in this Section I unless the context in which they are used dearly requires otherwise: "Act" - Chapter 8 (commencing with Section 33750) of Part 1 of Division 24 of the Health and Safety Code of the State of California as now in effect and as it may from time to time hereafter be amended or supplemented. "Adjusted Income" - The adjusted income of a person (together with the adjusted income of all persons of the age of 18 years or older who intend to reside with such person in one residential unit) as calculated in the manner prescribed pursuant to Section 8 of the United States Housing Act of 1937, or, if said Section 8 is terminated, as prescribed pursuant to said Section 8 immediately prior to its termination or as otherwise required under Section 142 of the Code and the Act. "Affiliated Party" - (1) a person whose relationship with the Borrower would result in a disallowance of losses under Section 267 or 707(b) of the Code, or (2) a Person who together with the Borrower are members of the same controlled group of corporations (as defined in Section 1563(a) of the Codec except that "more than 50 percent" shall be substituted for "at least 80 percent" each place it appears therein), (3) a partnership and each of its partners (and their spouses and minor children) whose relationship with the Borrower would result in a disallowance of losses under Section 267 or 707(b) of the Code and (4) an S corporation and each of its shareholders (and their spouses and minor children) whose relationship with the Borrower would result in a disallowance of losses under Section 267 or 707(b) of the Code. "Agency" - The Redevelopment Agency of the City of Temecula, and its successors or assigns. "Agency Loan" - The loan made by the Agency to the Borrower under the Agency Loan Agreement to provide financing for the construction and/or rehabilitation of the Development. "Agency Loan Agreement" - The Construction and Term Loan Agreement entered into by the Borrower and the Agency pursuant to which the Agency made the Agency Loan to the Borrower. "Agency Note" - The promissory note executed by the Agency evidencing the Bank Loan. "Area" - The Primary Metropolitan Statistical Area in which the Development is located, as promulgated by HUD. "Bank" - Washington Mutual Bank, FA. "Bank Loan" - The loan made by the Bank to the Agency under the Bank Loan Agreement to provide funds for the Agency to make the Agency Loan to the Borrower. "Bank Loan Agreement" - The Loan Agreement entered into by the Agency and the Bank pursuant to which the Bank made the Bank Loan to the Agency. "Bond Counsel" - An attorney or a firm of attorneys of nationally recognized standing in matters pertaining to the tax status of interest on bonds issued by states and their political subdivisions, who is acceptable to the Agency. "Bor~'ower" - Temecula Gardens, L.P., a California limited partnership, or its successors or assigns. "Borrower Note" - The promissory note executed by the Borrower evidencing the Agency Loan. "Closing Date" - The date on which the Bank made the first advance of over $50,000 of the Bank Loan to the Agency. "Code" - The Internal Revenue Code of 1986, as in effect on the date the Agency Loan is made or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date Agency Loan is made, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Code. "Completion Certificate" - The certificate of completion of the construction of the Development required to be delivered to the Agency, the Bank and the Program Administrator by the Borrower pursuant to Section 2(e) of this Regulatory Agreement, which shall be substantially in the form attached to this Regulatory Agreement as Exhibit D. "Completion Date" - The date of the completion of the construction and/or rehabilitation, as applicable, of the Development, as that date is certified by the Borrower under Section 2(e) of this Regulatory Agreement. "Costs of Issuance" - All cost and expenses of issuance of the Agency Note and the Borrower Note including but not limited to: (i) Bank underwriting fees; (ii) counsel fees, including Bond Counsel, Borrower's counsel, Bank's counsel and Agency attorney fees, as well as any other specialized counsel or advisor fees incurred in connection with the borrowing; (iii) the Agency fees and expenses incurred in connection with the issuance of the Agency Note and the Borrower Note; (iv) accountant fees related to issuance of the Agency Note and the Borrower Note; and (v) publication costs associated with the financing proceedings. "County" - The County of Riverside, California. "Deed of Trust" - The Construction Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing (California), executed by the Borrower and granting a security interest in the Development to the deed of trust trustee for the benefit of the Agency to secure the Borrower's obligations under the Borrower Note. "Development" - The Development Facilities and the Development Site. "Development Costs" - To the extent authorized by the Code, the Regulations and the Act, any and all costs incurred by the Borrower with respect to the acquisition, rehabilitation and construction of the Development, whether paid or incurred prior to or after the Inducement Date, including, without limitation, costs for site preparation, the planning of housing and related facilities and improvements, the acquisition of property, the removal or demolition of existing structures, the construction of housing and related facilities and improvements, and all other work in connection therewith, and all costs of financing, including, without limitation, the cost of consultant, accounting and legal services, other expenses necessary or incident to determining the feasibility of the Development, contractors' and Borrower's overhead and supervisors' fees and costs directly allocable to the Development, administrative and other expenses necessary or incident to the Development and the financing thereof (including reimbursement to any municipality, county or entity for expenditures made for the Development), and interest accrued during construction and prior to the Completion Date. "Development Facilities" - The buildings, structures and other improvements constructed on the Development Site and financed in whole or in part with the proceeds of the Agency Loan, and all fixtures and other property owned by the Borrower and located on, or used in connection with, such buildings, structures and other improvements. "Development Site" - The parcel or parcels of real property described in Exhibit A hereto, and all rights and appurtenances thereunto appertaining. "Ground Lease" - The Ground Lease, made as of July __, 1998, by and between the Agency, as Landlord, and the Borrower, as tenant, as in effect on the Closing Date or thereafter amended in accordance with its terms. "HUD" - The United States Department of Housing and Urban Development. "Income Computation and Certification" - The form by which tenants for the Very Low Income Units certify as to their income and eligibility for status as a Very Low Income Tenant, substantially in the form of Exhibit B hereto. "Inducement Date" - February 10, 1998, the date of adoption of the Inducement Resolution. "Low Income Tenants" - Individuals or families with an Adjusted Income which does not exceed 60 percent of the Median Income for the Area, adjusted for household size. "Low Income Units" - The dwelling units in the Development designated for occupancy by Low Income Tenants pursuant to Section 4A(c) of this Regulatory Agreement. "Inducement Resolution" - The resolution adopted by the Agency on February 10, 1998, indicating its intention to borrow funds to finance the Development. "Median Income for the Area" - The median income for the Area as. most recently determined by the Secretary of Treasury (which determination is required by Code Section 142(d)(2)(B) to be consistent with determinations of area median gross income under Section 8 of the United States Housing Act of 1937, or, if such program is terminated, under such program as in affect immediately before such termination). "Program Administrator" - A governmental agency, a financial institution, a certified public accountant, an apartment management firm, a mortgage insurance company or other business entity performing similar duties or otherwise experienced in the administration of restrictions on bond-financed multifamily housing projects which shall initially be the Agency and, at the election of the Executive Director of the Agency, any other person or entity appointed by the Executive Director of the Agency who shall enter into an administration agreement in a form acceptable to the Executive Director of the Agency and the Program Administrator. "Qualified Development Costs" - Development Costs (excluding Costs of Issuance) incurred after the Inducement Date which either constitute land or property of a character subject to the allowance for depreciation under Section 167 of the Code or are chargeable to a capital account with respect to the Development for federal income tax and financial accounting purposes, Or would be so chargeable either with a proper election by the Borrower or but for the proper election by the Borrower to deduct those amounts within the meaning of Regulation 1.103-8(a)(1)(i); provided, however, that only such portion of interest accrued during construction of the Development shall constitute a Qualified Development Cost as bears the same ratio to all such interest as the ,Qualified Development Costs bear to all Development Costs; and provided further that interest accruing after the Completion Date shall not be a Qualified Development Cost; and provided still further that if any portion of the Development is being constructed by an Affiliated Party (whether as a general contractor or a subcontractor), "Qualified Development Costs" shall include only (a) the actual out-of-pocket costs incurred by such Affiliated Party in constructing the Development (or any portion thereof), (b) any reasonable fees for supervisory services actually rendered by the Affiliated Party, and (c) any overhead expenses incurred by the Affiliated Party which are directly attributable to the work performed on the Development, and shall not include, for example, intercompany profits 4 resulting from members of an affiliated group (within the meaning of Section 1504 of the Code) participating in the construction of the Development or payments received by such Affiliated Party due to early completion of the Development (or any portion thereof). "Qualified Development Period" - The period beginning on the Closing Date, and ending on the later of (a) the date which is 15 years after the date on which at least fifty percent (50%) of the residential units in the Development are first occupied, (b) the first day on which no tax exempt private activity bond issued with respect to the Development is outstanding, (c) the date on which any assistance provided with respect to the Development under Section 8 of the United States Housing Act of 1937 terminates, or (d) the date on which the Bank Loan is paid in full. For purposes of clause (b), the term "private activity bond" has the meaning contemplated in Section 142(d)(2)(A)(ii) of the Code. "Regulations" - The income tax regulations promulgated by the United States Department of the Treasury pursuant to the Code from time to time. "Regulatory Agreement" - This Regulatory Agreement and Declaration of Restrictive Covenants, together with any amendments hereto or supplements hereof. "State" - State of California. "Unit" - means dwelling unit in the Development. "Very Low Income Tenants" - Individuals or families with an Adjusted Income which does not exceed 50 percent of the Median Income for the Area, adjusted for household size. In no event, however, will the occupants of a residential unit be considered to be Very Low Income Tenants if all the occupants are students, as defined in Section 151(c)(4) of the Code, as such may be amended, no one of which is entitled to file a joint federal income tax return. "Very Low Income Units" - The dwelling units in the Development designated for occupancy by Very Low Income Tenants pursuant to Section 4(a) of this Regulatory Agreement. Unless the context clearly requires otherwise, as used in this Regulatory Agreement, words of the masculine, feminine or neuter gender shall be construed to include each other gender when appropriate and words of the singular number shall be construed to include the plural number, and vice versa, when appropriate. This Regulatory Agreement and all the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof. The defined terms used in the preamble and recitals of this Regulatory Agreement have been included for convenience of reference only, and the meaning, construction and interpretation of all defined terms shall be determined by reference to this Section ! notwithstanding any contrary definition in the preamble or recitals hereof. The titles and headings of the sections of this Regulatory Agreement have been inserted for convenience of reference only, and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof or be considered or given any effect in construing this Regulatory Agreement or any provisions hereof or in ascertaining intent, if any question of intent shall arise. Section 2. Acquisition and Construction of the Development. The Borrower hereby represents, as of the date hereof, and covenants, warrants and agrees as follows: (a) The Borrower has incurred, or will incur within six months after the Closing Date, a substantial binding obligation to commence the acquisition, rehabilitation and construction of the Development, pursuant to which the Borrower is or will be obligated to expend at least five percent (5%) of the net proceeds of the Agency Loan. (b) The Borrower's reasonable expectations respecting the total cost of the acquisition, rehabilitation and construction of the Development and the disbursement of Agency Loan proceeds are accurately set forth in the Borrower's Certificate Regarding Use of Proceeds, which has been delivered to the Agency on the Closing Date. (c) The Borrower will proceed with due diligence to complete the acquisition, rehabilitation and construction of the Development and expects to expend the full amount of the proceeds of the Agency Loan for Development Costs prior to February 1, 2000. (d) The statements made in the various certificates delivered by the Borrower to the Agency or the Bank on the Closing Date are true and correct. (e) On the Completion Date, the Borrower will submit to the Agency, the Program Administrator and the Bank a duly executed and completed Completion Certificate. (f) Money on deposit in any fund or account in connection with the Agency Loan or the Bank Loan, whether or not such money was derived from other sources, shall not be used by or under the direction of the Borrower, in a manner which would cause the Agency Note to be an "arbitrage bond" within the meaning of Section 148 of the Code, and the Borrower specifically agrees that the investment of any such money shall be restricted as may be necessary to prevent the Agency Note from being an "arbitrage bond" under the Code. (g) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds from the Agency Loan to be applied in a manner contrary to the requirements of the Agency Loan Agreement or this Regulatory Agreement. (h) On the date on which fifty percent (50%) of the units in the Development are first rented to tenants, the Borrower will submit to the Agency and the Bank a duly executed and completed Certificate as to Commencement of Qualified Development Period, substantially in the form of Exhibit E hereto. Section 3. Residential Rental Property. The Borrower hereby acknowledges and agrees that the Development will be owned, managed and operated as a "qualified residential rental ~ oje,ct w~ .tt~in~ ~e ,rrte~an~., g.of Section,142!d) of the Code until the expiration of the Qualified ~evmopment t'enoa. lo mat end, and tor the term of this Regulatory Agreement, the Borrower hereby represents, as of the date hereof, and covenants, warrants and agrees as follows: (a) The Development is being acquired, rehabilitated and constructed for the purpose of providing 'multifamily residential rental property, and the Borrower shall own, manage and operate the Development as a project to provide multifamily residential rental property comprised of a building or structure or several interrelated buildings or structures, together with any functionally related and subordinate facilities, and no other facilities, in accordance with applicable provisions of Section 142(d) of the Code and Section 1.103-8(b) of the Regulations, and the Act, and in accordance with such requirements as may be imposed thereby on the Development from time to time. (b) All of the dwelling units in the Development will be similarly constructed units, and, to the extent required by the Code and the Regulations, each dwelling unit in the Development will contain complete separate and distinct facilities for living, sleeping, eating, cooking and sanitation for a single person or a family, including a sleeping area, bathing and sanitation facilities and cooking facilities equipped with a cooking range, refrigerator and sink. (c) None of the dwelling units in the Development will at any time be utilized on a transient basis, or will ever be used as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, nursing home, hospital, sanitarium, rest home, retirement house or trailer court or park. (d) No part of the Development will at any time be owned by a cooperative housing corporation, nor shall the Borrower take any steps in connection with a conversion to such ownership or uses. Other than obtaining a final subdivision map on the Development and a Final Subdivision Public Report from the California Department of Real Estate, the Borrower shall not take any steps in connection with a conversion of the Development to a condominium ownership except with the prior written approving opinion of Bond Counsel that the interest on the Agency Note will not become taxable thereby under Section 103 of the Code. (e) All of the dwelling units in the Development will be available for rental on a continuous basis to members of the general public and the Borrower will not give preference to any particular class or group in renting the dwelling units in the Development, except as required under this Regulatory Agreement or the Ground Lease. (f) The Development Site consists of a parcel or parcels that are contiguous except for the interposition of a road, street or stream, and all of the Development Facilities will comprise a single geographically and functionally integrated project for residential rental property, as evidenced by the ownership, management, accounting and operation of the Development. (g) The Borrower shall not discriminate on the basis of race, religion, color, sex, source of income (e.g. AFDC, SSI), physical disability, age, national origin, ancestry or marital status in the rental, lease, use or occupancy of the Development or in connection with the employment or application for employment of persons for the operation and management of the Development. (h) No dwelling unit in the Development shall be occupied by the Borrower. Notwithstanding the foregoing, if the Development contains five or more dwelling units, this subsection shall not be construed to prohibit occupancy of dwelling units by one or more resident managers or maintenance personnel any of whom may be the Borrower; provided that the number of such managers or maintenance personnel is not unreasonable given industry standards in the area for the number of dwelling units in the Development. (i) The Borrower will not sell dwelling units within the Development. (j) The Borrower shall not discriminate on the basis of race, creed, color, sex, sexual preference, source of income (e.g. AFDC, SSI), physical disability, age, national origin or marital status in the rental, lease, use or occupancy of the Development, or in connection with the employment or application for employment of persons for the operation and management of the Development. The Agency hereby elects to have the Development meet the requirements of section 142(d)(1)(A) of the Code. Section 4. Very Low Income Tenants. Pursuant to the requirements of the Agency and applicable provisions of the Act, the Code and the Regulations, the Borrower hereby represents, as of the date hereof, and warrants, covenants and agrees as follows: (a) During the Qualified Development Period: (1) Not less than twenty percent (20%) of the completed units in the Development shall be designated as Very Low Income Units and shall be continuously occupied, or held vacant and available for occupancy, by Very Low Income Tenants. All of the Very Low Income Units shall be generally distributed in terms of location and number of bedrooms throughout the Development. The Very Low Income Units shall be of comparable quality and offer a range of sizes and number of bedrooms comparable to those units which are available to other tenants. Tenants in the Very Low Income Units shall have equal access and enjoyment to all common facilities of the Development. (2) The monthly rent paid by the persons occupying one-half of the Very Low Income Units (excluding any supplemental rental assistance from the State, the federal government, or any other public agency to those persons or on behalf of those units) shall not exceed one-twelfth of the amount obtained by multiplying 30% times 50% of the Median Income for the Area, as adjusted by the assumed household size set forth below of each such Very Low Income Unit. Size of Units Assumed Number of Persons in Household for Affordable Units Studio 1 One bedroom 2 Two bedrooms 3 Three bedrooms 4 Four bedrooms 5 Five or more bedrooms As determined by HUD (3) Very Low Income Units shall remain available on a priority basis for occupancy by Very Low Income Tenants. A unit occupied by a Very Low Income Tenant who at the commencement of the occupancy is a Very Low Income Tenant shall be treated as occupied by a Very Low Income Tenant until: (A) a recertification of such tenant's income in accordance with Section 4(c) below demonstrates that such tenant no longer qualifies as a Very Low Income Tenant and (B) thereafter any residential unit of comparable or smaller size in the Development is occupied by a new resident other than a Very Low Income Tenant. Moreover, a unit previously occupied by a Very Low Income Tenant and then vacated shall be considered occupied by a Very Low Income Tenant until reoccupied, other than for a temporary period, at which time the character Of the unit shall be redetermined. In no event shall such temporary period exceed thirty-one (31) days. (b) Immediately prior to a Very Low Income Tenant's occupancy of a Very Low Income Unit, the Borrower will obtain and maintain on file an Income Computation and Certification substantially in the form of Exhibit B hereto from each Very Low Income 8 Tenant occupying a Very Low Income Unit, dated immediately prior to the initial occupancy of such Very Low Income Tenant in the Development. In addition, the Borrower will provide such further information as may be required in the future by the State of California, the Agency, the Program Administrator, the Code and by the Act, as the same may be amended from time to time, or in such other form and manner as may be required by applicable rules, rulings, policies, procedures or other official statements now or hereafter promulgated, proposed or made by the State of California or the Internal Revenue Service. An annual summary of the occupancy of the Development shall be prepared by the Borrower and filed with the Agency and the Program Administrator (as required under Section 4(e) hereof), and the United States Secretary of the Treasury pursuant to Section 142(d)(7) of the Code. The Borrower shall verify that the income provided by an applicant is accurate by taking the following steps as a part of the verification process: (1) obtain a federal income tax return for the most recent tax year, (2) obtain a written verification of income and employment from applicant's current employer, (3) if an applicant is unemployed or did not file a tax return for the previous calendar year, obtain other verification of such applicant's income satisfactory to the Program Administrator or (4) such other information as may be requested by the Program Administrator. The Agency agrees to consider modifications to the Income Computation and Certification Form proposed by the Borrower from time to time, and the Executive Director may approve any such changes following consultation with Bond Counsel. (c) Immediately prior to the first anniversary date of the occupancy of a Very Low Income Unit by one or more Very Low Income Tenants, and on ehch anniversary date thereafter, the Borrower shall recertify the income of the occupants of such Very Low Income Unit by obtaining a completed Income Computation and Certification based upon the current income of each occupant of the unit. In the event the recertification demonstrates that such household's income exceeds one hundred forth percent (140%) of the income at which such household would qualify as Very Low Income Tenants, such household will no longer qualify as a Very Low Income Tenant and the Borrower will rent the next available unit of comparable or smaller size to one or more Very Low Income Tenants and will not rent any unit to tenants who are not Very Low Income Tenants until at least twenty percent (20%) of the units are again occupied by Very Low Income Tenants. No tenant in the Development shall be denied continued occupancy in the Development because, after occupancy, such tenant's household income increases such that the income for such household will no longer qualify such household as Very Low Income Tenants. An "available" unit is one that is unoccupied by a tenant. (d) The Borrower will maintain complete and accurate records pertaining to the Very Low Income Units, and will permit any duly authorized representative of the Agency or the Program Administrator to inspect the books and records of the Borrower pertaining to the Development, including those records pertaining to the occupancy of the Very Low Income Units. (e) The Borrower will prepare and submit to the Agency and the Program Administrator, within thirty days after each anniversary of the date hereof, a Certificate of Continuing Program Compliance substantially in the form attached as Exhibit C hereto executed by the Borrower stating (i) the percentage of the dwelling units of the Development which were occupied or deemed occupied, pursuant to subsection (a) hereof, by Very Low Income Tenants during such period, and (ii) that either (A) no unremeded default has occurred under this Regulatory Agreement or (B) a default has occurred, in which event the certificate shall describe the nature of the default and set forth the measures being taken by the Borrower to remedy such default. (f) Each lease pertaining to a Very Low Income Unit shall contain a provision to the effect that the Borrower has relied on the income certification and supporting information supplied by the Very Low Income Tenant in determining qualification for occupancy of the Very Low Income Unit, and that any material misstatement in such certification (whether or not intentional) will be cause for immediate termination of such lease. (g) Upon the commencement of the Qualified Development Period, and within ten days of the last day of each quarter thereafter until 90% of the units in the Development are first rented, the Borrower shall advise the Agency and the Program Administrator of the status of the occupancy of the Development by delivering to such parties a Certificate of Continuing Program Compliance substantially in the form of Exhibit C hereto. Copies of the most recent Income Computation and Certifications for Very Low Income Tenants commencing or continuing occupancy of a Very Low Income Unit shall be attached prior to the date on which 90% of the units in the Development are occupied to the quarterly report to be filed with the Agency and the Program Administrator within 10 days of the last day of each quarter during the Qualified Project Period. Subsequent to the date on which 90% of the units in the Project are occupied, such Income Computation and Certifications shall be attached to the annual report to be filed with the Agency and the Program Administrator under Section 4(e). Section 4A. Additional Agency Requirements. It is hereby acknowledged that the Agency is assisting in the financing of the Development Agreement by means of the Ground Lease and the contribution of Pledged Housing Set-Aside Revenues under and as defined in the Agency Loan Agreement. In consideration of such assistance, the Borrower hereby agrees, in addition to the restrictions contained in Section 4 hereof, from the date of recordation of this Regulatory Agreement with the Riverside County Recorder until the 50th anniversary of the recordation of this Regulatory Agreement, the following shall apply: (a) During the term set forth above, Borrower, such successors and assigns shall devote the Development only to the uses specified in the Ground Lease, and this Regulatory Agreement. Each and every contract, deed or other instrument hereafter executed covering or conveying Borrower's interest in the Development, or any portion thereof, including, without limitation, any subleases or assignments of the Ground Lease, and encumbrances of the Ground Lease, shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such lease, assignment, contract, deed or other instruments. (b) Borrower covenants by and for itself, its representatives, its successors and assigns and every successor in interest to the Development or any part thereof, Borrower shall not use or permit the use of the Development in violation of the Redevelopment Plan. Borrower further covenants and agrees to comply in all respects with the terms, provisions, and obligations of Borrower set forth herein and in the Ground Lease. Borrower further covenants and agrees for itself, and its successors and its assigns, that Borrower, such successors, and such assignees shall use the Development and every part thereof only for the construction and operation of a low income housing project affordable to persons of very low or lower income, as further provided herein. Borrower further covenants and agrees that upon completion of the Development, Borrower shall maintain the Development (including landscaping) in the manner of first class residential planned developments, as further described herein and in the Ground Lease. 10 (c) All of the Units, but in no event less than 76 Units, shall be rented exclusively to persons or families of very low or lower income, in accordance with the table set forth below, and only for use by such persons or families as their principal residence. Borrower shall not permit any transient use, or permit any commercial use, of the Development except as approved by Agency in writing. Only such persons or families of very low or lower income (as applicable) shall be entitled to occupy the Units. 8 of the 2 bedroom units shall be rented to Very Low Income Tenants. 8 of the 3 bedroom units shall be rented to Very Low Income Tenants. 30 of the 2 bedroom units shall be rented to Low Income Tenants. 30 of the 3 bedroom units shall be rented to Low Income Tenants. Occupancy levels will comply with those specified by the State of California Tax Credit Allocation Committee rules and regulations, and such other regulations as may exist pertaining to any tax exempt bond financing applicable to the Development. (d) Borrower shall rent the Units at a rent that does not exceed the maximum "affordable rent" (as defined below) (including areasonable utility allowance) that may be charged for very low or lower income persons under California Health & Safety Code Section 50053(b) (as amended from time to time), for very low or lower income persons or households, as applicable for the household occupying the Unit. Borrower shall be entitled to increase rents one time per year to an amount equal to the maximum amount of "affordable rent" (including a reasonable allowance for utilities) that may be charged for very low or lower income persons under California Health & Safety Code Section 50053(b) (as amended from time to time), as applicable to the Unit. Borrower shall submit a request for an increase in rents to Agency for review and approval sixty (60) days prior to each yearly anniversary of the initial occupancy of the Development and each year thereafter. Agency shall review Borrower's request and notify Borrower of either of the following actions within thirty (30) days after submission: (i) Borrower shall be allowed to increase the then current rental rate of the Units as requested, or (ii) the requested increase exceeds the maximum amount permitted under Health & Safety Code Section 50053(b) (as amended), in which case the rental shall be adjusted downwards to such maximum amount. (e) Borrower covenants to keep all improvements from time to time existing on the Development Site insured against perils included within the general classifications as "fire," "extended coverage," "vandalism," "malicious mischief," and "special extended perils," and all such insurance shall be evidenced by a standard fire and extended coverage insurance policy or policies in an amount not less than the full replacement cost of the improvements (not including the costs of foundation concrete and excavation that would not have to be incurred upon replacement of the improvements). In addition, Borrower shall maintain and have in full force and effect, during the term of this Regulatory Agreement, a "Broad Form Commercial General Liability" insurance policy in a combined single limit of $3 million dollars. Such policies shall be endorsed with a standard mortgagee clause listing Agency as loss payee (in the case of the extended coverage insurance) and an additional insured (in the case of the liability insurance). A copy of any insurance binders or certificates of insurance shall be provided to Agency in conjunction with the accounting described in Section 4A(p) herein. Said policies shall provide that they cannot be canceled or terminated without thirty (30) days prior written notice to Agency. To the extent that the provision hereof are inconsistent with 11 the insurance requirements of the Ground Lease, the provisions of the Ground Lease shall control. (f) Borrower covenants that the Development shall be maintained in substantial conformance with applicable health, building, and safety codes. Borrower further covenants that any construction, renovation, repair or rehabilitation of the improvements shall be undertaken in compliance with all building codes of the City of Temecula applicable at the time of such construction, renovation, repair or rehabilitation. (g) Borrower covenants that there shall be no discrimination against any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Development, or any part thereof, and Borrower (or any person or entity claiming under or through Borrower) covenants and agrees not to establish or permit any such practice or practices of discrimination with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants or sublessees of the Development or any part thereof. Borrower also agrees to refrain from any form of discrimination as set forth above pertaining to deeds, leases or contracts. (h) Borrower covenants that Borrower, its successors and assigns, shall refrain from restricting the rental, sale or lease of the Development, or any portion thereof, in any deed, lease or contract of sale, on the basis of sex, marital status, race, color, religion, creed, ancestry or national origin of any person. Any such deed, lease or contract shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. In deeds: "The grantee herein covenants by and for itself, his heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of sex, marital status, race, color, religion, creed, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed or the improvements thereon or to be constructed thereon, nor shall the grantee itself or any person claiming under or through the grantee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed or such improvements. The foregoing covenants shall run with the land." 2. In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, religion, creed, national origin or ancestry, in the leasing, subleasing, transferring, use, or enjoyment of the land herein leased or the improvements thereon or to be constructed thereon, nor shall the lessee himself, or any person claiming under or through the lessee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, of 12 tenants, les.sees, sublessees, sub tenants or vendees of the land herein leased or such improvements." 3. In contracts of sale: "There shall be no discrimination against or segregation of, any person, or group of persons on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land or the improvements thereon or to be constructed thereon, nor shall the transferee himself or any person claiming under or through the transferee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land or such improvements." (i) Borrower shall have full responsibility for the operation and maintenance of all improvements on the Development. Borrower shall, upon completion of the Development maintain in the manner of first class residential apartment projects, in a first class, neat, clean, safe and sanitary condition and repair, the improvements comprising the Development and all landscaping within the public rights of way which may abut the Development without expense to Agency, and shall perform all repairs and replacements necessary to maintain and preserve said improvements and landscaping in a first class, neat, clean, safe, sanitary and healthy condition in a manner reasonably satisfactory to Agency and in compliance with all applicable laws, and in compliance with all applicable laws and the Ground Lease. Borrower shall comply with the management and maintenance provisions set forth in the Ground Lease (as amended from time to time), including the management plan to be provided pursuant thereto. If the improvements constituting the Development are destroyed or substantially damaged, Borrower shall, subject to the provisions of the Ground Lease, repair, replace, or restore such improvements. Following any casualty resulting in damage to or destruction of the Development, the complete work of any reconstruction or replacement shall be at least equal in value, quality and utility to the condition of the Development or landscaping before the event giving rise to the work. (j) The leasing and occupancy of the Units shall be in accordance with the management plan approved by the Agency. Any modifications or changes to the management plan shall be submitted to the Executive Director of Agency for approval. The management plan shall include the tenant selection criteria, procedures for tenant selection and the establishment and maintenance of waiting lists, the lease and rental agreement, a copy of the House and Ground Rules adopted for the Development and all policies and procedures to be used to ensure compliance with the age, income, and any other requirements set forth as conditions for eligibility or occupancy in the Development and shall be consistent with the terms and conditions of this Regulatory Agreement. The Units shall be leased under rental agreements substantially in a form approved by the Executive Director of Agency, and as otherwise provided in the Ground Lease. Any modifications or changes in the rental agreements shall be submitted to the Executive Director of the Agency for approval. Agency shall review and approve all policies and procedures established for the successful management of the Development. Subject to the rights of the occupants of the Units, Agency shall have the fight to perform an annual on-site inspection of the units, common areas and grounds and to perform an annual tenant file review to ensure that 13 Borrower is managing the Development in accordance with the eligibility requirements set forth for occupancy. (k) Borrower shall perform all advertising and related pre-leasing work as set forth in the approved management plan. (1) Borrower shall submit or shall cause its Property Manager to submit to the Agency's Executive Director on or before March 31, 1999, and each anniversary thereof, an annual budget for the ongoing operation of the Development. At the Agency's request, delivered within 30 days after receipt of the budget, each of Borrower and the Agency shall cause its respective representative(s) to meet within thirty (30) days following the receipt of request to review the budget; such review is without obligation to either party to propose or agree to any modification of permitted operating expenses. (m) Borrower shall be completely responsible for the management, administration and operation of the Development including, but not limited to the hiring and discharge of employees, salaries and all other related Property expenses, maintenance and repairs, including capital expenditures, the financial operations of the Development, the rental and re-rental of the apartment units in accordance with the occupancy requirements set forth in this Regulatory Agreement and all operational, maintenance and management responsibilities of an owner in. a typical multi-family residential housing project. (n) In the event the management agency appointed by Borrower for management of the Development fails to perform the obligations imposed upon Borrower by this Section 4A, such failure shall constitute a default under Section 15 hereof, and if Borrower shall fail to cure such default as provided in Section 15 hereof, then Agency shall have the right, in addition to any other remedies of Agency, to require Borrower, upon 30 days prior written notice, to appoint a substitute management agency, reasonably acceptable to both Agency and Borrower, subject to and in accordance with the provisions of the Ground Lease. (o) The books and accounts of the Development shall be kept in conformity with generally accepted accounting practices. (p) Borrower shall submit to Agency annually, on or before June 3(~ of each calendar year, a report setting forth the rental rate of all Units and the income and number of known occupants of all Units. The income information required by this Section 4A(p) shall be supplied by the tenants of the Units in a certified statement on a form from time to time provided by Agency. (q) Borrower shall provide Agency an accounting report showing the rents and periods of time each Unit was rented. The first accotinting period for which a report shall be made shall end on the last day of the month in which all of the Units have been initially rented to the first occupants. An accounting shall be made to Agency within 30 days of such date. Thereafter, an annual accounting shall be made within 30- days of the yearly anniversary of the end of the month for which the first accounting report was made. (r) Borrower shall maintain a complete and accurate rent roll listing all Units, with the very low and lower income Units listed separately, and the names of all tenants, the dates of their tenancies and the amounts of rents and security deposits charged and collected. 14 (s) Agency, its'agents and employees, shall have the fight, after reasonable notice, to review and inspect, at reasonable times during business hours, the books, records and accounts of Borrower specifically regarding the Development, from and after the date of the recordation of this Regulatory Agreement and until the expiration of this Regulatory Agreement. (t) Borrower shall retain all documents and records pertaining to the rents charged, income of tenants and all matters relating to Borrower's obligations under Section 4 of this Regulatory Agreement for a period of 3 years and make shall them available to Agency on 5 business days' prior notice, provided however that if the provisions of any federal or state law or regulation requires a longer period of retention, Borrower shall comply with such period or retention. (u) Agency may conduct audits of the rents charged, income of tenants and all matters relating to Borrower's obligations under this Regulatory Agreement and within 3 years from the date of the applicable period with respect to which such records relate, and Borrower shall cooperate with the Agency's auditors in conducting the audit. Such audits shall not occur more frequently than once each fiscal year. Agency shall pay for the costs of the audit unless the audit reveals that Borrower did not materially comply with the provisions of this Regulatory Agreement, in which case, Borrower shall pay all costs of the.audit. (v) The covenants which have been established pursuant to this Section 4A shall be deemed to be covenants running with the land for the benefit of the Project Area (as defined in the Agency Loan Agreement) and Agency in carrying out its statutory responsibilities under California Redevelopment Act (Health and Safety Code Sections 33000 et seq.) to implement the redevelopment plan for the Project Area and to provide for the development of low and moderate income housing in the community. The covenants in this Section 4A shall be binding upon the Development and run for the benefit of the Project Area and Agency and its successors and assigns, and such covenants shall run in favor of Agency for the entire period during which such covenants shall be in force and effect, without regard to whether Agency is or remains an owner of any land or interest therein to which such covenants relate. Agency is deemed the beneficiary of the terms and provisions of this Section 4A and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Section 4A have been provided. Only Agency and its successors in interest may enforce this Section 4A; nothing herein is intended to create any third party beneficiaries to this Section 4A, and no person or entity other than Agency or Borrower, and the permitted successors and assigns of either of them, shall be authorized to enforce the provisions of this Section 4A. Not by way of limitation of the foregoing, the tenants of the Development are not intended to be third party beneficiaries hereunder. (w) Agency and its successors and assigns, and Borrower and its successors and assigns as holders of the ground leasehold interest in the Development, shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, reservations and restrictions contained in this Section 4A of this Regulatory Agreement. Section 5. Filings and Notifications. The Borrower and the Agency each hereby represents, as of the date hereof, and warrants, covenants and agrees that it will file of record such documents and take such other steps as are necessary, in order to insure that the requirements and restrictions of this Regulatory Agreement will be binding upon all owners of 15 the Development, including, but root limited to, the execution and recordation of this Regulatory Agreement in the real property records of the County. The Borrower hereby covenants to include the requirements and restrictions contained in this Regulatory Agreement in any document (other than the Deed of Trust, and in any leases to individual occupants of units in the Development) transferring any interest in the Development to another person to the end that such transferee has notice of, and is bound by, such restrictions, and to obtain the agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement. Section 6. Tax Status of the Agency Note. The Borrower and the Agency each hereby represents, as of the date hereof, and warrants, covenants and agrees that: (a) It will not knowingly take or permit, or omit to take or cause to be taken, as is appropriate, any action that would violate any of the provisions of Sections 2.16, 2.18, 4.15, 4.18, 4.19, 4.20. 4.21, 4.22.1, 4.22.3, 4.22.4, 4.22.5, 4.22.6 and 7.14 of the Agency Loan Agreement, or that would otherwise adversely affect the exclusion from gross income for federal income tax purposes or the exemption from California personal income taxation of the interest on the Agency Note and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof; (b) It will take such action or actions as may be necessary, in the written opinion of Bond Counsel filed with the Agency and the Borrower, to comply fully with the Act and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service pertaining to obligations issued under Section 142(d) of the Code to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the Agency Note; and (c) It will file of record such documents and take such other steps as are necessary, in the written opinion of Bond Counsel filed with the Agency and the Borrower, in order to insure that the requirements and restrictions of this Regulatory Agreement will be binding upon all owners of the Development, including, but not limited to, the execution and recordation of this Regulatory Agreement in the real property records of the County. The Borrower hereby covenants to include the requirements and restrictions contained in this Regulatory Agreement in any document transferring any interest in the Development to another person to the end that such transferee has notice of, and is bound by, such restrictions, and to obtain the agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement. The Borrower and the Agency hereby agree as follows: (a) To the extent any amendments to the Act, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Agency and the Borrower, impose requirements upon the ownership or operation of the Development more restrictive than those imposed by this Regulatory Agreement which must be complied with in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Agency Note, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. 16 (b) The Borrower and the Agency shall execute, deliver and, if applicable, file of record any and all documents and instruments, necessary to effectuate the intent of this Section 6, and each of the Borrower and the Agency hereby appoints the Program Administrator as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the Agency, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Borrower or the Agency defaults in the performance of its obligations under this subsection (c); provided, however, that the Program Administrator shall take no action under this subsection (c) without first notifying the Borrower or the Agency, or both of them, as is applicable, unless directed in writing by the Agency or the Borrower and without first providing the Borrower or the Agency, or both, as is applicable, an opportunity to comply with the requirements of this Section 6. Section 7. Indemnification. The Borrower hereby covenants and agrees that it shall indemnify and hold harmless the Agency, the Program Administrator (if not the same as the Agency) (individually and collectively, "Agency Indemnitee") and their respective officials, employees, agents and representatives from and against all claims, liabilities, obligations, damages, penalties, litigation, costs, charges and expenses (including without limitation reasonable attorneys, accounting, consulting, engineering, and other fees and expenses), imposed on, incurred by or asserted against the Agency Indemnitee and arising from, resulting from, or in any way connected with or related to (i) any cause whatsoever in connection with the approval of tax-exempt financing for the Development or the making or administration of the Agency Loan and the Bank Loan; (ii) any act or omission of the Borrower or any of its agents, servants, employees or licensees, in connection with the Agency Loan or the Bank Loan; (iii) the Agency's execution of the Bank Loan Agreement, this Regulatory Agreement or the Agency Loan Agreement, or any other documents related to the Agency Note, or the exercise or performance by Agency Indemnitee of any powers or duties under the Bank Loan Agreement, this Regulatory Agreement or the Agency Loan Agreement, or (iv) the issuance of the Agency Note or any certifications or representations of the Borrower made in connection therewith and the carrying out of any of the transactions contemplated by the Agency Loan Agreement, the Bank Loan Agreement and this Regulatory Agreement; provided, however, that this provision shall not require the Borrower to indemnify the Agency Indemnitee from any claims, costs, fees, expenses or liabilities arising from the willful misconduct or gross negligence of the Agency Indemnitee. The indemnity provided in this Section shall include within its scope, without limitation: any and all active or passive negligence on the part of Agency Indemnitee (other than willful misconduct or gross negligence) or any claims of combined negligence on the part of Agency Indemnitee and Borrower, to the extent Agency Indemnitee is not prohibited by law from contracting for indemnification against such active, passive or combined negligent conduct; any claims for wrongful death; any vicarious liability imposed upon the Agency Indemnitee; and any liability imposed by law on the Agency Indemnitee on a strict liability theory or pursuant to any local, state or federal environmental statute, regulation or law. It is the express intention of the parties that Borrower shall indemnify Agency Indemnitee against any and all such liability hereunder. In the event that any action or proceeding is brought against the Agency Indemnitee with respect to which indemnity may be sought hereunder, the Borrower, upon written notice from the indemnified party, shall assume the investigation and defense thereof, including the employment of counsel selected by the Borrower (and otherwise acceptable to the indemnified party) and the payment of all expenses related thereto. The Agency Indemnitee shall have the right to retain separate defense counsel at the sole cost and expense of Borrower, upon such indemnitee's reasonable determination that such separate counsel is necessary to provide such indemnified party with an adequate defense to any such action or proceeding. 17 In addition thereto, the Borrower will pay upon demand all of the fees and expenses paid or incurred by the Agency Indemnitee in enforcing the provisions hereof. The provisions of this Section shall survive the repayment of the Agency Loan and the retirement of the Borrower Note. Nothing in this Section 7 or elsewhere in this Regulatory Agreement shall cause the obligation of the Borrower under the Agency Loan Agreement or the Borrower Note to pay principal and interest on the Agency Loan or amounts owing in respect thereof to be a recourse obligation of the Borrower, other than as specifically provided in Section 7.27 of the Agency Loan Agreement. Section 8. Consideration. The Agency has made the Agency Loan to provide funds to finance the Development, all for the purpose, among others, of inducing the Borrower to construct and operate the Development. In consideration of the making of the Agency Loan by the Agency, the Borrower has entered into this Regulatory Agreement and has agreed to restrict the uses to which the Development can be put on the terms and conditions set forth herein. Section 9. Reliance. In performing their duties and obligations hereunder, the Agency and the Program Administrator may rely upon statements and certificates of the Borrower and Very Low Income Tenants, and upon audits of the books and records of the Borrower pertaining to the Development. In addition, the. Agency may consult with counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Agency hereunder in good faith and in conformity with such opinion. Section 10. Sale or Transfer of the Development. The Borrower intends to hold the Development for its own account, has no current plans to sell, transfer or otherwise dispose of the Development, and hereby covenants and agrees not to sell, transfer or otherwise dispose of the Development, or any portion thereof (other than for individual tenant use as contemplated hereunder), without obtaining the prior consent of the Agency (which consent shall not be unreasonably withheld or delayed) and upon receipt by the Agency of (i) reasonable evidence satisfactory to the Agency that the Borrower's purchaser or transferee has assumed in writing and in full, the Borrower's duties and obligations under this Regulatory Agreement, (ii) an opinion of counsel of the transferee that the transferee has duly assumed the obligations of the Borrower under this Regulatory Agreement and that such obligations and this Regulatory Agreement are binding on the transferee, (iii) the Agency receives evidence acceptable to the Agency that either (A) the purchaser or assignee has experience in the ownership, operation and management of rental housing developments such as the Development without any record of material violations of discrimination restrictions or other state or federal laws or regulations applicable to such developments, or (B) the purchaser or assignee agrees to retain a property management firm with the experience and record described in subparagraph (A) above or if the purchaser or assignee does not have management experience, the Agency will provide on-site training in program compliance if the Agency determines such training is necessary, and (iv) the Borrower certifies that no event of default exists under the Agency Loan Agreement, the Borrower Note, the Deed of Trust or the Ground Lease. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Development in violation of this Section 10 shall be null, void and without effect, shall cause a reversion of title to the Borrower, shall be ineffective to relieve the Borrower of its obligations under this Regulatory Agreement. Not less than 20 days prior to consummating any sale, transfer or disposition of any interest in the Development, the Borrower shall deliver to the Agency a notice in writing explaining the nature of the proposed transfer. 18 Section 11. Term. Subject to the following paragraph of this Section 11, this Regulatory Agreement and all and several of the terms hereof shall become effective upon its execution and delivery and shall remain in full force and effect during the Qualified Development Period, it being expressly agreed and understood that the provisions hereof are intended to survive the Agency Loan Agreement and the Borrower Note. Notwithstanding any other provisions of this Regulatory Agreement to the contrary, this entire Regulatory Agreement, or any of the provisions or sections hereof, may be terminated upon agreement by the Agency and the Borrower subject to compliance with any of the provisions contained in this Regulatory Agreement only if there shall have been received an opinion of Bond Counsel that such termination will not adversely affect the exclusion from gross income for federal income tax purposes or the exemption from State personal income taxation of the interest on the Agency Note and will otherwise not violate any provision of the Act. The terms of this Regulatory Agreement to the contrary notwithstanding, this Regulatory Agreement, and all and several of the terms hereof, shall terminate and be of no further force and effect in the event of a foreclosure or delivery of a deed in lieu of foreclosure whereby a third party shall take possession of the Development or involuntary non-compliance with-the provisions of this Regulatory Agreement caused by fire, seizure, requisition, change in a federal law or an action of a federal agency after the date hereof which prevents the Agency and the Bank from enforcing the provisions hereof or condemnation or a similar event and the payment in full of the Agency Note within a reasonable period thereafter; provided, however, that the preceding provisions of this sentence shall cease to apply and the restrictions contained herein shall (i) remain in effect if the Bank so elects following foreclosure of the Deed. of Trust or the deed of trust which secures the obligations under the Bank Loan or conveyance in lieu of such foreclosure, and (ii) be reinstated if, at any time subsequent to the termination of such provisions as the result of the foreclosure or the delivery of a deed in lieu of foreclosure or a similar event, the Borrower or any related person to it (within the meaning of Section 1.103- 10(e) of the Regulations) obtains an ownership interest in the Development for Federal income tax purposes. Upon the termination of the terms of this Regulatory Agreement, the parties hereto agree to execute, deliver and record appropriate instruments of release and discharge of the terms hereof; provided, however, that the execution and delivery of such instruments shall not be necessary or a prerequisite to the termination of this Regulatory Agreement in accordance with its terms. Section 12. Covenants to Run With the Land. The Borrower hereby subiects the Development (including its leasehold interest in the Development Site) to the covenants, reservations and restrictions set forth in this Regulatory Agreement. The Agency and the Borrower hereby declare their express intent that the covenants, reservations and restrictions set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Borrower's successors in title to the Development; provided, however, that on the termination of this Regulatory Agreement said covenants, reservations and restrictions shall expire. Each and every contract, deed or other instrument hereafter executed covering or conveying the Development or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments. No breach of any of the provisions of this Regulatory Agreement shall defeat or render invalid the lien of a mortgage or deed of trust made in good faith and for value encumbering the Development Site or any interest of the Borrower therein. Section 13. Burden and Benefit. The Agency and the Borrower hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the land in that the Borrower's legal interest in the Development is rendered less valuable 19 thereby. The Agency and the Borrower hereby further declare their understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Development by Very Low Income Tenants, the intended beneficiaries of such covenants, reservations and restrictions, and by furthering the public purposes for which the Agency Note was issued. Section 14. Uniformity: Common Plan. The covenants, reservations and restrictions hereof shall apply uniformly to the entire Development in order to establish and carry out a common plan for the use, development and improvement of the Development Site. Section 15. Enforcement. If the Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Agency, the Program Administrator or the Bank to the Borrower, then the Agency acting on its own behalf, or the Program Administrator on behalf of the Agency, may declare an "Event of Default" to have occurred hereunder, and, at its option, may take any one or more of the following steps: (i) by mandamus or other suit, action or proceeding at' law or in equity, require the Borrower to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of the rights of the Agency, the Program Administrator or the Bank hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Borrower pertaining to the Development; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Borrower hereunder; or (iv) subject to the provisions of Section 5 of the Agency Loan Agreement, declare a default under the Agency Loan, and accelerate the indebtedness evidenced by the Borrower Note. Section 16. Recording and Filing. The Borrower shall cause this Regulatory Agreement and all amendments and supplements hereto to be recorded and filed in the real property records of the County and in such other places as the Agency may reasonably request. The Borrower shall pay all fees and charges incurred in connection with any such recording. Section 17. Limited Liability. All obligations and liabilities of the Agency incurred hereunder shall be limited, special obligations, payable solely and only from amounts derived by the Agency from the Agency Loan or otherwise under the Agency Loan Agreement. Section 18. Governinl~ Law. This Regulatory Agreement shall be governed by the laws of the State of California. Section 19. Amendments. Except as provided in the second paragraph of Section 6 hereof, this Regulatory Agreement shall be amended only by a written instrument executed by the parties hereto or their successors in title, and duly recorded in the real property records of the County. Section 20. Notice. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given on the date personally delivered or on the second 20 day following the date on which the same have been mailed by first class mail, postage prepaid, addressed as follows: Agency or Program Administrator: Borrower: with copies to: different addresses to which communications shall be sent. Redevelopment Agency Of the City of Temecula 43200 Business Park Drive Temecula, CA 92590 Attn: Director of Finance Temecula Gardens, L.P. c/o Affirmed Housing Group 200 East Washington Avenue, Suite 208 Escondido, CA 92025 Attn: James Silverwood Lehman Housing Capital, Inc. 3 World Financial Center New York, NY 10285 Attention: President and Asset Management Director (separate copies) and Office of the General Counsel Lehman Brothers, Inc. 3 World Financial Center New York, NY 10285 and Peabody & Brown 1255 - 23rd Street, NW Washington, DC 20037 Attention: Richard S. Goldstein, Esq. and Powell, Goldstein, Frazer & Murphy, LLP 1001 Pennsylvania Ave., NW Washington, DC 20004 Attention: Bill William G. Driggers, Esq. and Incorvaia & Associates 12626 High Bluff Drive, #325 San Diego, CA 92130 Attention: Joel Incorvaia, Esq. Bank: Washington Mutual Bank, FA Community Lending and Investment Group 17877 Von Karman, 4th Floor Mail Stop: IRB4CMO Irvine, CA 92614 Any of the foregoing parties may, by notice given hereunder, designate any further or subsequent notices, certificates, documents or other 21 Section 21. Severability. If any provision of this Regulatory Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. Section 22. Multiple Counterparts. This Regulatory Agreement may be executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. Section 23. Conflict With Other Affordability Requirements. The provisions of the Ground Lease are wholly independent of, and not superseded by, the provisions of this Regulatory Agreement. In the event of any conflict between the provisions of this Regulatory Agreement and of the Ground Lease, the provisions which require the greatest affordability of the units in the Development, as to tenant income or rent, shall prevail. Section 24. Monitoring Fee. The Borrower shall pay to the Program Administrator, without any need for notice thereof or demand therefor, an annual fee of $7,250.00 on each July 1 during the Qualified Development Period, in respect of the Program Administrator's costs and expenses to review the forms submitted to it by the Borrower hereunder. In the event that the actual costs and expenses of the Program Administrator for such activities in any twelve month period are in excess of $7,250.00, the Borrower shall pay such excess upon written demand of the Program Administrator to the Borrower. 22 IN WITNESS WHEREOF, the Agency and the Borrower have executed this Regulatory Agreement by duly authorized representatives, all as of the date first written hereinabove. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By: Executive Director TEMECULA GARDENS, L.P., a California general partnership 20005.01 :J3835 By: Its: 23 STATE OF CALIFORNIA )~ ) ss COUNTY OF ) On before me, , Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary (Seal) STATE OF CALIFORNIA )' ) COUNTY OF ) SS On before me, , Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary (Seal) EXHIBIT A LEGAL DESCRIPTION OF LAND EXHIBIT B INCOME COMPUTATION AND CERTIFICATION NOTE TO APARTMENT OWNER: This form is designed to assist you in computing Annual Income in accordance with the method set forth in the Department of Housing and Urban Development ("HUD") Regulations (24 CFR 813). You should make certain that this form is at all times up to date with the HUD Regulations. Re:[Address of Residential Facility] I/We, the undersigned state that I/we have read and answered fully, frankly and personally each of the following questions for all persons who are to occupy the unit being applied for in the above apartment project. Listed below are the names of all persons who intend to reside in the unit: 1. 2. 3. 4. 5. Name of Members Relationship of the to Head of Social Security Place of Household Household Age Number Employment HEAD SPOUSE Income Computation 6. The total anticipated income, calculated in accordance with the provisions of this paragraph 6, of the persons listed above for the 12-month period beginning the date that I plan to move into a unit is $ (a) Included in the total anticipated income listed above are: (1) The full amount, before any payroll deductions, of wages and salaries, overtime pay, commissions, fees, tips and bonuses, and other compensation for personal services; (2) The net income from the operation of a business or profession. Expenditures for business expansion or amortization of capital indebtedness shall not be used as deductions in determining net income. An allowance for depreciation of assets used in a business or profession may be deducted, based on straight line depreciation, as provided in Internal Revenue Service regulations. Any withdrawal of cash or assets from the operation of a business or profession will be included in income, except to the extent the withdrawal is reimbursement of cash or assets invested in the operation by the family; 13-1 (3) Interest, dividends, and other net income of any kind from real or personal property. Expenditures for amortization of capital indebtedness shall not be used as deductions in determining net income. An allowance for depreciation is permitted only as authorized in paragraph (a)(2) of this section. Any withdrawal of cash or assets from any investment will be included in income, except to the extent the withdrawal is reimbursement of cash or assets invested by the family. Where the family has net family assets in excess of $5,000, annual income shall include the greater of the actual income derived from all net family assets or a percentage of the value of such assets based on the current passbook savings rate, as determined by HUD; (4) The full amount of periodic amounts received from Social Security, annuities, insurance policies, retirement funds, pensions, disability or death benefits, and other similar types of periodic receipts, including a lump-sum amount or prospective monthly amounts for the delayed start of a periodic amount (except as provided in paragraph (b)(13) of this section); (5) Payments in lieu of earnings, such as unemployment and disability compensation, worker's compensation and severance pay (except as provided in paragraph (b)(3) of this section); (6) Welfare assistance. If the welfare assistance payment includes an amount specifically designated for shelter and utilities .that is subject to adjustment by the welfare assistance agency in accordance with the actual costs of shelter and utilities, the amount of welfare assistance income to be included as income shall consist of: (i) The amount of the allowance or grant exclusive of the amount specifically designated for shelter or utilities; plus, (ii) The maximum amount that the welfare assistance agency could in fact allow the family for shelter and utilities. If the family's welfare assistance is ratably reduced from the standard of need by applying a percentage, the amount calculated under this paragraph (a)(6)(ii) shall be the amount resulting form one application of the percentage; (7) Periodic and determinable allowances, such as alimony and child support payments, and regular contributions or gifts received from organizations or from persons not residing in the dwelling; and (8) All regular pay, special pay and allowances of a member of the Armed Forces (except as provided in paragraph (b)(7) of this section). (b) Anticipated income does not include the following: (1) Income from employment of children (including foster children) under the age of 18 years: (2) Payments received for the care of foster children or foster adults (usually person with disabilities, unrelated to the tenant family, who are unable to live alone); (3) Lump-sum additions to family assets, such as inheritances, insurance payments (including payments under health and accident insurance and worker's compensation), capital gains and settlement for personal or property losses (except as provided in paragraph (a)(5) of this section); (4) Amounts received by the family that are specifically for, or in reimbursement of, the cost of medical expenses for any family member; B-2 (5) Income of a live-in aide, as defined in the Code of Federal Regulations Section 5.403; (6) The full amount of student financial assistance paid directly to the student or to the educational institution; (7) The special pay to a family member serving in the Armed Forces who is exposed to hostile fire; (8) (i) Amounts received under training programs funded by HUD; (ii) Amounts received by a person with a disability that are disregarded for a limited time for purposes of Supplemental Security Income eligibility and benefits because they are set aside for use under a Plan to Attain Self-Sufficiency (PASS); (iii) Amounts received by a participant in other publicly assisted programs which are specifically for or in reimbursement of out-of-pocket expenses incurred (special equipment, clothing, transportation, child care, etc.) and which are made solely to allow participation in a specific program; (iv) Amounts received under a resident service stipend. A resident service stipend is a modest amount (not to exceed $200 per month) received by a resident for performing a service for the PHA or owner, on a part-time basis, that enhances the quality of life in the development. Such services may include, but are not limited to, fire patrol, hall monitoring, lawn maintenance, and resident initiatives coordination. No resident may receive more than one stipend during the same period of time; (v) Incremental earnings and benefits resulting to any family. member from participation in qualifying State or local employment training programs (including training programs not affiliated with a local government) and training of a family member as resident management staff. Amounts excluded by this provision must be received under employment training programs with dearly defined goals and objectives, and are excluded only for the period during which the family member participates in the employment training program; (9) Temporary, nonrecurring or sporadic income (including gifts); (10) Reparation payments paid by a foreign government pursuant to claims filed under the laws of that government by persons who were persecuted during the Nazi era; (11) Earnings in excess of $480 for each full-time student 18 years old .or older (excluding the head of household and spouse); (12) Adoption assistance payments in excess of $480 per adopted child; (13) Deferred periodic amounts from supplemental security income and social security benefits that are recieved in a lump sum amount or in prospective monthly amounts; (14) Amounts received by the family in the form of refunds or rebates under State or local law for property taxes paid on the dwelling unit; (15) Amounts paid by a State agency to a family with a member who has a developmental disability and is living at home to offset the cost of services and equipment needed to keep the developmentally disabled family member at home; (16) Amounts specifically excluded by any other Federal statute from consideration as income for purposes of determining eligibility or benefits under a B-3 category of assistance programs that includes assistance under any program to which the exclusions set forth in 24 Code of Federal Regulations Section 5.609(c) apply; (17) Value of allotment provided to an eligible household under the Food Stamp Act of 1977; (18) Payments to volunteers under the Domestic Volunteer Services Act of 1973; (19) Payments or allowances made under the Department of Health and Human Services' Low-Income Home Energy Assistance Program; (20) Payments received under programs funded in whole or in part under the Job Training Partnership Act; (21) Indian Settlements/Trusts, including: (i) payments received under the Alaska Natives Claims Settlement Act, (ii) payments received under the Maine Indian Claim Settlement Act of 1980, (Pub. L 96-420 94 Stat. 1785) (iii) income derived from the disposition of funds of the Grand River Band of Ottawa Indians,~ (iv) the first $2,000 of per capita shares received from judgment funds awarded by the Indian Claims Commission or the Grant of Claims or from funds held in trust for an Indian tribe by the Secretary of the Interior, and (v) income derived from certain submarginal land of the United States that is held in trust for certain Indian tribes; (22) Amounts of scholarships funded under Title IV of the Higher Education Act of 1965, including awards under the Federal Work Study Program or under the Bureau of Indian Affairs Student Assistance; ' (23) Payments received form programs funded under Title V of the Older Americans Act of 1965; (24) Payments received after January 1, 1989, from the Agent Orange Settlement Fund or any other fund established under the In Re Agent Orange product liability litigation, M.D.L. No. 381 (E.D.N.Y.); (25) The value of any child care provided or arranged (or any amount received as payment for such care or reimbursement for costs incurred for such care) under the Child Care and Development Block Grant Act of 1990; or (26) Refunds received on or after January 1, 1991 (earned income tax credit refunds), need retroactive calculation of income. See HUD Notice PIH 91-10. 7. Do the persons whose income or contributions are included in item 6 above: (a) have savings, stocks, bonds, equity in real property or other form of capital investment (excluding the values of necessary items of personal property such as furniture and automobiles and interests in Indian trust land) Yes ~ No ; or (b) have they disposed of any assets (other than at a foreclosure or bankruptcy sale) during the last two years at less than fair market value? Yes ~ No ~ (c) If the answer to (a) or (b) above is yes, does the combined total value of all such assets owned or disposed of by all such persons total more than $5,000? Yes~ No ; (d) If the answer to (c) above is yes, state: (1) the amount of income expected to be derived from such assets in the 12-month period beginning on the date of initial occupancy in the unit that you propose to rent: $ , and (2) the amount of such income, if any, that was included in item 6 above: 8. (a) Are all of the individuals who propose to reside in the unit full-time students*? Yes No ;. *A full-time student is an individual enrolled as a full-time student during each of 5 calendar months during the calendar year in which occupancy of the unit begins at an educational organization which normally maintains a regular faculty and curriculum and normally has a regularly enrolled body of students in attendance and is not an individual pursuing a full-time course of institutional or farm training under the supervision of an accredited agent of such an educational organization or of a state or political subdivision thereof. (b) If the answer to 8(a) is yes, is at least I of the proposed occupants of the unit a husband and wife entitled to file a joint federal income tax return? Yes No ;. 9. Neither myself nor any other occupant of the unit I/we propose to rent is the owner of the rental housing project in which the unit is located (hereinafter the "Owner"), has any family relationship to the Owner; or owns directly or indirectly any interest in the Owner. For purposes of this paragraph, indirect ownership by an individual shall mean ownership by a family member, ownership by a corporation, partnership, estate or trust in proportion to the ownership or beneficial interest in such corporation, partnership, estate or trustee held by the individual or a family member; and ownership, direct or indirect, by a partner of the individual. 10. Th.is certificate is made with the knowledge that it will be relied upon by the Owner to determine maximum income for eligibility to occupy the unit; and I/we declare that all information set forth herein is true, correct and complete and based upon information I/we deem reliable and that the statement of total anticipated income contained in paragraph 6 is reasonable and based upon such investigation as the undersigned deemed necessary. 11. I/we will assist the Owner in obtaining any information or documents required to verify the statements made herein, including either an income verification from my/our present employer(s) or copies of federal tax returns for the immediately preceding calendar year. 12. I/we acknowledge that I/we have been advised that the making of any misrepresentation or misstatement in this declaration will constitute a material breach of my/our agreement with the Owner to lease the unit and will entitle the Owner to prevent or terminate my/our occupancy of the unit by institution of an action for ejection or other appropriate proceedings. B-5 I/we declare under penalty of perjury that the foregoing is true and correct. Executed this day of in the City of , California. Applicant Applicant [Signature of all persons over the age of 18 years listed in number 2 above required] FOR COMPLETION BY FACILITY OWNER ONLY: 1. calculation of eligible income: a. Enter amount entered for entire household in 6 above: $ b.(1) If answer to 7(c) above is yes, enter the total amount entered in 7(d)(1), subtract from that figure the amount entered in 7(d)(2) and enter the remaining balance ($ ); (2) Multiply the amount entered in 7(c) times the current passbook savings rate to determine what the total annual earnings on the amount in 7(c) would be if invested in passbook savings ($ ), subtract from that figure the amount entered in 7(d)(2) and enter the remaining balance ($ . ); (3) Enter at right the greater of the amount calculated under (1) or (2) above: $ c. TOTAL ELIGIBLE INCOME (Line 1.a plus line 1.b(3)): $ The amount entered in 1.c: Qualifies the applicant(s) as a Very Low Income Tenant(s). Does not qualify the applicant(s) as a Very Low Income Tenant(s). 3. Number of unit assigned: Bedroom Size: Rent: $ 4. This unit [was/was not] last occupied for a period of 31 consecutive days by persons whose aggregate anticipated annual income as certified in the above manner upon their initial occupancy of the apafbnent unit quafried them as Lower Income Tenants. Method used to verify applicant(s) income: Employer income verification. Copies of tax returns. Other ( ) Manager B-7 INCOME VERIFICATION (for employed persons) The undersigned employee has applied for a rental unit located in a project financed by a loan (the "Loan") from the Redevelopment Agency of the City of Temecula. Every income statement of a prospective tenant must be stringently verified. Please indicate below the employee's current annual income from wages, overtime, bonuses, commissions or any other form of compensation received on a regular basis. Annual wages Overtime Bonuses Commissions Total current income I hereby certify that the statements above are true and complete to the best of my knowledge. Signature Date Title I hereby grant you permission to disclose my income to in orddr that they may determine my income eligibility for rental of an apartment located in their project which has been financed under the Loan. Signature Date Please send to: B-8 INCOME VERIFICATION (for self-employed persons) I hereby attach copies of my individual federal and state income tax returns for the immediately preceding calendar year and certify that the information shown in such income tax returns is true and complete to the best of my knowledge. Signature Date B-9 EXHIBIT C The undersigned, being of TEMECULA GARDENS, L.P., a California limited partnership (the "Borrower") has read and is thoroughly familiar with the provisions of the various documents associated with the Borrower's participation in the Redevelopment Agency of the City of Temecula (the "Agency") multifamily housing program, such documents including: 1. the Regulatory Agreement and Declaration of Restrictive Covenants, dated as of July 1, 1998 (the "Regulatory Agreement") between the Borrower and the Agency; and 2. the Construction and Term Loan Agreement, dated as of July 1, 1998, between the Borrower and the Agency. As of the date of this Certificate, the following percentages of completed residential units in the Development (as defined in the Regulatory Agreement) (i) are occupied by Very Low Income Tenants (as such term is defined in the Regulatory Agreement), or (ii) are currently vacant and being held available for such occupancy and have been so held continuously since the date a Very Low Income Tenant vacated such unit; as indicated: Occupied by Very Low Income Tenants: %; Unit Nos. Held vacant for occupancy continuously since last occupied by a Very Low Income Tenant: %; Unit Nos. Vacant Units: %; Unit Nos. It hereby is confirmed that each Very Low Income Tenant currently residing in a unit in the Development has completed an Income Computation and Certification in the form approved by the Agency and that since commencement of the Qualified Development Period at least 20% of the occupied units in the Development have been rented to (or are vacant and last occupied by) Very Low Income Tenants and one-half of such units have been rented at rents required under Section 4(a)(2) of the Regulatory Agreement. The undersigned hereby certifies that the Borrower is not in default under any of the terms and provisions of the above-listed documents. TEMECULA GARDENS, L.P., a California limited partnership By: Its: C-1 EXHIBIT D COMPLETION CERTIFICATE The undersigned hereby further certifies that: (a) all portions of the Development were substantially completed and available either for occupancy or use by tenants in the Development as of (b) the aggregate amount disbursed on the Agency Loan to date is $ (c) all amounts disbursed on the Agency Loan have been applied to pay or reimburse the undersigned for the payment of Development Costs and none of the amounts disbursed on the Agency Loan have been applied to pay or reimburse any party for the payment of costs or expenses other than Development Costs; and (d) at least 97 percent of the amounts disbursed on the Agency Loan have been applied to pay or reimburse the Borrower for the payment of Qualified Development Costs and less than 25 percent of the amounts disbursed on the Agency Loan, exclusive of amounts applied to pay the costs of issuing the Agency Note, have been applied to pay or reimburse the Borrower for the cost of acquiring land. Capitalized terms used above have the meanings given such terms in the Regulatory Agreement and Declaration of Restrictive Covenants, dated as of July 1, 1998, between the Redevelopment Agency of the City of Temecula and Temecula Gardens, L.P., a California limited partnership. TEMECULA GARDENS, L.P., a California general partnership By: Its: D-1 EXHIBIT E RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Redevelopment Agency of the City of Temecula 43200 Business Park Drive Temecula, California 92590 Attention: Executive Director CERTIFICATE AS TO COMMENCEMENT OF QUALIFIED DEVELOPMENT PERIOD REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA 1998 MULTIFAMILY HOUSING REVENUE NOTE (MISSION VILLAGE APARTMENTS) The undersigned, on behalf of TEMECULA GARDENS, L.P., a California general partnership, hereby certifies that: 50% of the dwelling units in the Mission Village Apartments financed in part from the proceeds of the captioned Note were first occupied on ,19 DATED: , 19 TEMECULA GARDENS, L.P., a California limited partnership Acknowledged: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By: Its: By: Its: E-1 Quint & ThimmJg LLP 6/18/98 7/7/98 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Quint & Thimmig LLP 100 Pine Street, Suite 2525 San Francisco, CA 94111 Attn: Paul J. Thimmig, Esq. ASSIGNMENT AGREEMENT by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA and WASHINGTON MUTUAL BANK, FA Dated as of July 1,1998 Relating to: Redevelopment Agency of the City of Temecula 1998 Multifamily Housing Revenue Note (Mission Village Apai-hi~ents) 20005,01:J3836 ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT, made and entered into as of July 1, 1998, (the "Assignment Agreement"), is by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic, organized and existing under the laws of the State of California (the "Agency"), and the WASHINGTON MUTUAL BANK, FA, a federal savings bank organized and existing under the laws of the United States of America (the "Bank"). WITNESSETH: In the joint and mutual exercise of their powers, in consideration of the mutual covenants herein contained, and for other valuable consideration, the parties hereto recite and agree as follows: Section 1. Recitals. (a) Temecula Gardens, L.P. (the "Borrower") and the Agency have entered into a Construction and Term Loan Agreement, dated as of July 1, 1998 (the "Agency Loan Agreement"), whereby the Agency has agreed to make a loan to the Borrower for the purpose of financing the acquisition, construction and/or rehabilitation by the ~Borr'ower of multifamily housing facilities located in the City of Temecula, California, on the real property described in Exhibit A hereto (the "Site") in the manner and on the terms set forth in the Agency Loan Agreement, which terms include, without limitation, the obligation of the Borrower to pay loan repayments (the "Borrower Loan Payments") to the Agency, in repayment of the amounts loaned under the Agency Loan Agreement as evidenced by that certain Promissory Note Secured by Leasehold Deed of Trust of the Borrower (the "Borrower Note") referenced therein and has executed the Deed of Trust (as defined in the Agency Loan Agreement) to secure its obligations under the Borrower Note and the Agency Loan Agreement. Borrower and the partners comprising Borrower have executed a Security Agreement (Partnership Interests and Tax Credits) (the "Security Agreement") to secure its obligations under the Borrower Note and the Agency Loan Agreement, as well as an unsecured Borrower's Indemnity (as defined in the Agency Loan Agreement). (b) The Agency and the Bank have entered into a Loan Agreement, dated as of July 1, 1998 (the "Bank Loan Agreement"), whereby the Bank has agreed to make a loan to the Agency for the purpose of making available to the Agency the principal amount of the loan to be made pursuant to the Agency Loan Agreement, in the manner and on the terms set forth in the Bank Loan Agreement, which terms include, without limitation, the obligation of the Agency to pay loan repayments (only from the Borrower Loan Payments) to the Bank in repayment of the amounts loaned under the Bank Loan Agreement, as evidenced by that certain Promissory Note Secured by Fee Deed of Trust of the Agency (the "Agency Note") referenced therein. (c) The Agency desires to absolutely assign to the Bank its rights to the Borrower Loan Payments due and payable pursuant to the Borrower Note, its rights in and obligations under the Agency Loan Agreement (except as otherwise provided in Section 2 below) and all of its rights in and under the Deed of Trust and the Borrower Note. (d) Each of the parties has authority to enter into this Assignment Agreement and has taken all actions necessary to authorize its respective officers to execute it. Section 2. Assignment. The Agency hereby transfers, assigns and sets over to the Bank all of the Agency's rights under the Agency Loan Agreement (excepting only the Agency's rights under Section 2.17 of the Agency Loan Agreement, and the Agency's right to separately enforce, for the benefit of the Agency, the Agency's rights under Sections 2.12, 7.9 and 7.10 of the Agency Loan Agreement) and all of its rights under the Borrower Note, the Deed of Trust, the Security Agreement and the Borrower's Indemnity, including without limitation (a) the right to receive and collect all of the Borrower Loan Payments (including prepayments thereof) from the Borrower under the Agency Loan Agreement, (b) the right to collect and receive net proceeds of any policy of insurance maintained pursuant to the Deed of Trust or the Agency Loan Agreement, and (c) the right to exercise such rights and remedies conferred on the Agency pursuant to the Agency Loan Agreement as may be necessary or convenient (i) to enforce payment of the Borrower Loan Payments and prepayments thereof, or (ii) otherwise to protect the interests of the Bank in the event of a default by the Borrower under the Agency Loan Agreement. In order to perfect the foregoing assignment, the Agency shall cause this Assignment Agreement to be recorded in the Riverside County Recorder's Office and shall endorse and deliver the Borrower Note to the Bank. As an incident to the assignment made to the Bank hereunder, the Agency hereby assigns to the Bank the Agency's interest in (a) any policy of insurance issued in connection with or required to be maintained under the Deed of Trust, (b) any award or payment becoming payable to Agency under the Deed of Trust by reason of any condemnation of the Site, any ..facilities thereon or any conveyance in lieu of condemnation, and (E) any bankruptcy, insolvency, reorganization or condemnation proceeding involving the Agency Loan Agreement, the Borrower Note and the Deed of Trust encumbered thereby. Section 3. Acceptance. The Bank hereby accepts the assignments made herein for the purpose of securing the payments due pursuant to the Bank Loan Agreement and, with respect to the unsecured Borrower's Indemnity, to protect Bank from certain environmental risks in connection with the Site. Section 4. Conditions. This Assignment Agreement 'shall confer no obligations or impose no duties upon the Bank beyond those expressly provided in the Bank Loan Agreement. This Assignment Agreement shall confer no obligations or impose no duties upon the Agency beyond those expressly provided in the Bank Loan Agreement. Section 5. Execution in Counterparts. This Assignment Agreement may be executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement by their officers thereunto duly authorized as of the day and year first written above. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By: Executive Director WASHINGTON MUTUAL BANK, FA By: Its: 20005.01:J3836 By: Its: STATE OF CALIFORNIA ) ) COUNTY OF ) SS On before me, , Notary Public, personally appeared. , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary (Seal) STATE OF CALIFORNIA ) COUNTY OF ) SS On before me, , Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary (Seal) EXHIBIT A DESCRIPTION OF PROPERTY The land referred to in this Assignment Agreement is situated in the State of California, County of Riverside, City of Temecula, and is described as follows: A-! RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Washington Mutual Bank, FA Community Lending and Investment 17077 Von Karman Avenue, Fourth Floor Mail Stop IRB4CMO Irvine, CA 92614 Loan No. 91-69794212 CONSTRUCTION DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING The parties to this Consauction Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (!'Deed of. Trust"), made as of July _, 1998, are the 'REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic, organized and existing under the laws of the State of California CTmstor"), California Reconveyance Company, a California corporation ("Trustee"), and WASHINGTON MUTUAL BANK, FA ("Beneficiary"). A. Grant in Trust. 1. Grant. For the purposes of and upon the terms and conditions in this Deed of Trust, Trustor irrevocably grants, conveys and assigns to Trustee, in trust for the benefit of Beneficiary, with power of sale and right of entry and possession, all of that real property located in the City of Temecula, County of Riverside, State of California, described on Exhibit A attached hereto, together with all development rights or credits, air rights, water, water rights and water stock related to the real property, and all minerals, oil and gas, and other hydrocarbon substances in, on or under the real property, and all appurtenances, easements, rights and rights of way appurtenant or related thereto; all buildings; other improvements and fixtures now or hereafter located on the real property, including, but not limited to, all apparatus, equipment, and appliances used in the operation or occupancy of the real property, it being intended by the parties that all such items shall be conclusively considered to be a part of the real property, whether or not attached or affixed to the real property (the "Improvements"); all interest or estate which Trustor may hereafter acquire in the property described above, and all additions and accretions thereto, and the proceeds of any of the foregoing; (all of the foregoing being collectively referred to as the "Property"). The listing of specific rights or property shall not be interpreted as a limitation of general terms. 2. Address. The address of the Property (if known) is: 28485, 28497, 28534, 28535, 28545, 28555, 28559 and 28565 Pujol Street, Temecula, California. B. Obligations Secured. 1. Obligations Secured. Trustor makes this grant and assignment for the purpose of securing the following obligations ("Secured Obligations"): certain $ a. Payment to Beneficiary of all sums at any time owing under that promissory note ("Note") of even date herewith, in the principal amount of executed by Trustor and payable to the order of Beneficiary, as Lender. b. Payment and performance of all covenants and obligations of Trustor under this Deed of Trust or under any of the other documents evidencing or securing the loan evidenced by the Note (collectively, the "Loan Documents"). c. Payment and performance of all covenants and obligations on the pan of Borrower under that certain Loan Agreement ("Loan Agreement") of even date herewith by and between Trustor and Beneficiary. d. Payment and performance of all future' advances and other obligations that the then record owner of all or part of the Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Beneficiary, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Deed of Trust. e. All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not, in the case of a promissory note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes. 2. Incorporation. All terms of the Secured Obligations and the documents evidencing such obligations are incorporated herein by this reference. All persons who may have or acquire an interest in the Property shall be deemed to have notice of the terms of the Secured Obligations and to have notice, if provided therein, that: (a) the Note may permit borrowing, repayment and re-borrowing so that repayments shall not reduce the amounts of the Secured Obligations; and Co) the rate of interest on one or more Secured Obligations may vary from time to time. Assignment of I eases and Rents. 1. Assignment. Trustor hereby irrevocably assigns to Beneficiary all of Trustor's right, title and interest in, to and under: (a) all leases and rental agreements of the s:\b\temecula\bank.dot 070t98 1213 2 Property or any portion thereof, all licenses and agreements relating to the management, leasing or operation of the Property or any portion thereof, and all other agreements of any kind relating to the use or occupancy of the Property or any portion thereof, whether now existing or entered into after the date hereof ("Leases"); and (b) the rents, issues, deposits and profits of the Property, including, without limitation, all amounts payable and all rights and benefits accruing to Trustor under the Leases ("Rents"). The term "Leases" shall also include all guarantees of and security for the tenants' performance thereunder, and all amendments, extensions, renewals or modifications thereto which are permitted hereunder. This is a present and absolute assignment, not an assignment for security purposes only, and Beneficiary's right to the Leases and Rents is not contingent upon, and may be exercised without possession of, the Property. 2. Grant of License. Beneficiary confers upon Trustor a license ("License") to collect and retain the Rents as they become due and payable, until the occurrence of an Event of Default (as def'med below). Upon an Event of Default, the License shall be automatically revoked and Beneficiary may collect and apply the Rents without notice and without taking possession of the Property. Trustor hereby irrevocably authorizes and directs the tenants under the Leases to rely upon and comply with any notice or demand by Beneficiary for the payment to Beneficiary.of any rental or other sums which may at any time_become due under the Leases, or for the performance of any of the tenants' undertakings under the Leases, and the tenants shall have no right or duty to inquire as to whether any Event of Default has actually occurred or is then existing hereunder. Trustor hereby relieves the tenants from any liability to Trustor by reason of relying upon and complying with any such notice or demand by Beneficiary. 3. Effect of Assignment. The foregoing irrevocable assignment shall not cause Beneficiary to be: (a) a mortgagee in possession; (b) responsible or liable for the control, care, management or repair of the Property or for performing any of the terms, agreements, undertakings, obligations, representations, warranties, covenants and conditions of the Leases; or (c) responsible or liable for any waste committed on the Property by the tenants under any of the Leases or any other parties, for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any Tenant, licensee, employee, invitee or other person. Beneficiary shall not directly or indirectly be liable to Trustor or any other person as a consequence of: (i) the exercise or failure to exercise any of the rights, remedies or powers granted to Beneficiary hereunder; or (ii) the failure or refusal of Beneficiary ro perform or discharge any obligation, duty or liability of Trustor arising under the Leases. 4. Representations and Warranties. Trustor represents and warrants that: (a) Trustor has furnished to Beneficiary a true, accurate and complete list of all Leases as of the date hereof; (b) all existing Leases are in full force and effect and are enforceable in accordance with their respective terms, and no breach or default, or event which would constitute a breach or default after notice or the passage of time, or both, exists under any existing Leases on the part of any party; (c) no rent or other payment under any existing Lease has been paid by any tenant s:\b\temecula\bank.dot 070198 1213 3 for more than one (1) month in advance; and (d) none of the landlord's interests under any of the Leases has been transferred or assigned. 5. Estoppel Certificates. Within thirty (30) days after written request by Beneficiary, Trustor shall deliver to Beneficiary and to any party designated by Beneficiary estoppel certificates executed by Trustor and by each of the tenants, in recordable form, certifying (if such be the case): (a) that the foregoing assignment and the Leases are in full force and effect; (b) the date of each tenant's most recent payment of rent; (c) that there are no defenses or offsets outstanding, or stating those claimed by Trustor or tenants under the foregoing assignment or the Leases, as the case may be; and (d) any other information reasonably requested by Beneficiary. 6. Covenants. Trustor covenants and agrees at Trustor's sole cost and expense to: (a) perform the obligations of the landlord contained in the Leases and enforce to the extent consistent with reasonable and prudent management of the Property the available remedies for nonperformance by the tenants of the obligations of the tenants contained in the Leases; (b) give Beneficiary prompt written notice of any default which occurs with respect to any of the Leases which is other than a Lease of a single-family residential unit, whether the default be that of the tenant or of the landlord; (c) exercise Trustor's best efforts to keep all portions of the Property that are currently subject to Leases leased at all times at rentals as required to maintain all low income housing tax credits CLIHTC"), if any, for the Property; (d) deliver to Beneficiary a fully executed, counterpart original of each and every Lease if requested to do so; (e) execute and record such additional assignments of any Lease or specific subordinations of any Lease to the Deed of Trust, in form and substance acceptable to Beneficiary, as Beneficiary may request. Trustor shall not, except with the prior written consent of Beneficiary: (a) enter into any Lease after the date of this Assignment except in the form of Lease approved 'm writing by Beneficiary and with tenants meeting the income requirements required to maintain all the LIHTCs; (b) execute any other assignment relating to any of the Leases; (c) discount any rent or other sums due under the Leases or collect the same in advance, other than to collect rent one (1) month in advance of the time when it becomes due; (d) terminate, modify or amend any of the terms of the Leases or in any manner release or discharge any tenant from any obligations thereunder except as reasonably required for prudent management of the Property or as may be necessary to maintain all the LIHTCs; (e) consent to any assignment or subletting by any tenant except to the extent consistent with reasonable and prudent management of the Property; or (f) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Without in any way limiting the requirement of Beneficiary's consent hereunder, any sums received by Trustor in consideration of any termination (or the release or discharge of any tenant), modification or amendment of any Lease shall be applied to reduce the outstanding Secured Obligations and any such sums received by Trustor shall be deemed to be held in trust by Trustor for that purpose. s:\b\~mecula\bank.dot 070198 1213 4 D. Security Agreement and Fixture Filing. 1. Security Interest. Trustor hereby grants and assigns to Beneficiary as of the date of recordation of this Deed of Trust ("Effective Date") a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Trustor now or at any time hereafter has any interest (collectively, the "Collateral"): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein or (ii) the improvements now or hereafter situated on said real property, together with all appurtenances, fixtures, and tenant improvements (which real property and improvements are collectively referred to herein as the Property); together with all rents, issues, deposits and profits of the Property; all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, including without limitation all contracts and agreements relating to the construction, ownership, management and/or sale of the Property, general intangibles, chattel paper, instruments, documents, notes, drafts, letters of credit, insurance policies, insurance and condemnation awards and proceeds, any-other rights to the payment of money, trade names, trademarks and service marks arising from or related to the Property or any business now or hereafter conducted thereon by Trustor; all permits consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Property; all deposits or other security now or hereafter made with or given to utility companies by Trustor with respect to the Property; all advance payments of insurance premiums made by Trustor with respect to the Property; all plans, drawings and specifications relating to the Property; all loan funds held by Beneficiary, whether or not disbursed; all funds deposited with Beneficiary pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files relating to any of the foregoing. s:\b\temecuia~bank.dot 070198 1213 As to all of the above described personal property which is or which hereafter becomes a "fixture" under applicable law, this Deed of Trust constitutes a fixture filing under Sections 9313 and 9402(6) of the California Commercial Code, as amended or recodified from time to time, and is acknowledged and agreed to be a "construction mortgage" as described in said sections. 2. Representations and Warranties. Trustor represents and warrants that: (a) Trustor has, or will have, good title to the Collateral; (b) Trustor has not previously assigned or encumbered the Collateral, and no unterminated financing statement covering any of the Collateral has been delivered to any other person or entity; and (c) Trustor's principal place of business is located at Trustor's address set forth in this Deed of Trust. 3. Rights of Beneficiary. In addition to Beneficiary's rights as a secured party under the California Commercial Code, as amended or recodified from time to time, Beneficiary may, but shall not be obligated to, at any time without notice and at the expense of Trustor: (a) give notice to any person of Beneficiary's rights hereunder and enforce such rights at law or in equity; (b) insure, protect, defend and preserve the Collateral or any rights or interests of Beneficiary therein; (c) inspect the Collateral; and (d) endorse, collect and receive any right to payment of money owing to Trustor under or from the Collateral. Notwithstanding the above, in no event shall Beneficiary be deemed to have accepted any property other than cash in satisfaction of any obligation of Trustor to Beneficiary unless Beneficiary shall make an express written election of said remedy. 4. Rights of Beneficiary on Default. Upon the occurrence of an Event of Default under this Deed of Trust, then in addition to all of Beneficiary's rights as a secured party under the California Commercial Code: a. Beneficiary may (i) upon written notice, require Trustor to assemble any or all of the Collateral and make it available to Beneficiary at a place designated by Beneficiary; (ii) without prior notice, enter upon the Property or other place where any of the Collateral may be located and take possession of, collect, sell, and dispose of any or all of the Collateral, and store the same at locations acceptable to Beneficiary at Trustor's expense; (iii) sell, assign and deliver at any place or in any lawful manner all or any part of the Collateral and bid and become purchaser at any such sales; and b. Beneficiary may, for the account of Trustor and at Trustor's expense: (i) operate, use, consume, sell or dispose of the Collateral as Beneficiary deems appropriate for the purpose of performing any or all of the Secured Obligations; (ii) enter into any agreement, compromise, or settlement, including insurance claims, which Beneficiary may deem desirable or proper with respect to any of the Collateral; and (iii) s :\b\temecula\bank.dot 070198 1213 endorse and deliver evidences of title for, and receive, enforce and collect by legal action or otherwise, all indebtedness and obligations now or hereafter owing to Trustor in connection with or on account of any or all of the Collateral. Notwithstanding any other provision hereof, Beneficiary shall not be deemed to have accepted any property other than cash in satisfaction of any obligation of Trustor to Beneficiary unless Trustor shall make an express written election of said remedy. 5. Power of Attorney. Trustor hereby irrevocably appoints Beneficiary as Trustor's attorney-in-fact (that agency being coupled with an interest), and as such attorney-in-fact Beneficiary may, without the obligation to do so, in Beneficiary's name, or in the name of Trustor, prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve any of Beneficiary's security interests and rights in or to any of the Collateral, and, upon an Event of Default hereunder, take any other action required of Trustor; on condition that Beneficiary as such attorney-in-fact shall be accountable only for funds actually received by Beneficiary. 6. Possession and Use of Collateral. If no uncured Event of Default exists under this Deed of Trust, Trustor may possess, use, move, transfer or dispose of any of the Collateral in the ordinary course of Trustor's business unless otherwise prohibited from doing so under any of the Loan Documents. E. Rights and Duties of the Parties. 1. Title. Trustor represents and warrants that, except as disclosed to Beneficiary in writing, Trustor lawfully holds and possesses fee simple title to the Property, without limitation on the right to encumber, that this Deed of Trust is a first and prior lien on the Property. If any intervening lien exists or hereafter arises, Trustor shall cause the same to be. released or (if permitted by Beneficiary) subordinated to the lien of the Deed of Trust, without limiting any other right or remedy available to Beneficiary. 2. Taxes. Assessments and Ground Rents. Trustor shall pay prior to delinquency all taxes, assessments, levies and charges imposed by any public or quasi- public authority or utility company, and any ground rents or other charges, which are or which may become a lien upon or cause a loss in value of the Property or any interest therein, or are otherwise senior in priority to this Deed of Trust. Trustor shall also pay prior to delinquency all taxes, assessments, levies and charges imposed by any public authority upon Beneficiary by reason of its interest in any Secured Obligation or in the Property, or by reason of any payment made to Beneficiary pursuant to any Secured Obligation; provided, however, Trustor shall have no obligation to pay taxes which may s:~,b\temeculaXbank.dot 070198 1213 7 be imposed from time to time upon Beneficiary and which are measured by and imposed upon Beneficiary's net income. 3. Tax and Insurance Impounds. At Beneficiary's option and upon its demand, Trustor, shall, until all Secured Obligations have been paid in full, pay to Beneficiary monthly, annually or as otherwise directed by Beneficiary an amount estimated by Beneficiary to be equal to: (a) all taxes, assessments and levies imposed by any public or quasi-public authority or utility company which are or may become a lien upon the Property and will become due for the tax year during which such payment is so directed; Co) premiums for fire, other hazard and mortgage insurance; (c) ground rents or the like; or (d) any of the foregoing. If Beneficiary determines that any amounts paid by Trustor are insufficient for the payment in full of such taxes, assessments, levies and/or insurance premiums, Beneficiary shall notify Trustor of the increased amounts required to pay all amounts due, whereupon Trustor shall pay to Beneficiary within thirty (30) days thereafter the additional amount as stated in Beneficiary's notice. All sums so paid shall not bear interest, except to the extent and in any minimum amount required by law; and Beneficiary shall, unless Trustor is otherwise in default hereunder or under any Secured Obligation, apply said funds to the payment of, or at the sole option.of Beneficiary release said funds to Trustor for the application to and payment of, such sums, taxes, assessments, levies, charges, and insurance premiums. Trustor hereby grants to Beneficiary a security interest in all sums so paid. Upon default by Trustor hereunder or under any Secured Obligation, Beneficiary may apply all or any part of said sums to any Secured Obligation and/or to cure such default, in which event Trustor shall be required to restore all amounts so applied, as well as to cure any other Event of Default not cured by such application. Upon assignment of this Deed of Trust, Beneficiary shall have the right to assign all amounts collected and in its possession to its assignee whereupon Beneficiary and its Trustee shall be released from all liability with respect thereto. 4. Liens. Encumbrances and Charges. Trustor shall forthwith upon demand discharge any lien not approved by Beneficiary in writing that has or may attain priority over this Deed of Trust. Trustor shall pay when due all obligations secured by or reducible to liens and encumbrances which shall now or hereafter encumber or appear to encumber all or any part of the Property or any interest therein, whether senior or subordinate hereto. 5. Insurance. Trustor shall purchase and maintain insurance on the Property meeting Beneficiary's requirements as to form and substance and protecting against such hazards, casualties, and contingencies as are usually covered by all risk property policies including but not limited to fire, windstorms, flood (if the Property is located in an area identified pursuant to the Flood Disaster Protection Act of 1973 as having flood hazards or is otherwise determined by Beneficiary to be subject to flood risk), earthquake (if the Property is located in an Earthquake Hazard Zone) and such other risks s:\b\temecula\bank.dot 070198 1213 8 as specified by Beneficiary. Trustor shall also maintain Commercial General Liability insurance and excess/umbrella liability insurance which shall respond to third-party claims involving bodily injury, property damage and personal injury arising out of Trustor's alleged actions or inactions and which shall meet Beneficiary's requirement as to form and substance. Beneficiary may, in its reasonable discretion, modify its requirements for any of the foregoing described insurance and Trustor shall thenceforth be obligated to meet such modified requirements. Trustor shall furnish to Beneficiary duplicate executed copies of each such policy at the time of execution hereof, and copies of each such renewal policy not less than thirty (30) days prior to the expiration of the original policy or the preceding renewal policy (as the case may be), together with receipts or other evidence that the premiums have been paid; and shall concurrently furnish to Beneficiary certificates of insurance prepared by Trustor's insurance broker or agent which show evidence of the required coverages and endorsements, and payment of premiums thereon. 6. Damages: Insurance and Condenmation Proceeds. a. The following (whether now existing or hereafter arising) are all absolutely and irrevocably assigned by Trustor to Beneficiary and, at the request of Beneficiary, shall be paid directly to Beneficiary: (i) all awards of damages and all other compensation payable directly or indirectly by reason of a condemnation or proposed condemnation for public or private use affecting all or any part of, or any interest in, the Property; (ii) all other claims and awards for damages to, or decrease in value of, all or any part of, or any interest in, the Property; (iii) all proceeds of any insurance policies payable by reason of loss sustained to all or any part of the Property, whether or not such insurance policy is required by Beneficiary to be maintained with respect to the Property; and (iv) all interest which may accrue on any of the foregoing. Beneficiary may at its discretion apply all or any of the proceeds it receives to its expenses in settling, prosecuting or defending any claim and may apply the balance to the Secured Obligations in any order, or Beneficiary may release all or any part of the proceeds to Trustor upon any conditions Beneficiary may impose. None of said insurance proceeds shall be used to pay the cost of any public adjustor or the like unless Beneficiary has authorized in writing the hiring of said adjustor. Beneficiary may commence, appear in, defend or prosecute any assigned claim or action and may adjust, compromise, settle and collect all claims and awards assigned to Beneficiary;, provided, however, in no event shall Beneficiary be liable to Trustor or any third party for any failure to collect any claim or award, regardless of the cause of the failure. b. At its sole option, Beneficiary may permit insurance or condemnation proceeds held by Beneficiary to be used for repair or restoration but may condition such application upon reasonable conditions, including, without limitation: (i) the deposit with Beneficiary of such additional funds which Beneficiary determines are needed to pay all costs of the repair or restoration, (including, without limitation, taxes, s:Xb\temecula\bank.dot 070198 1213 9 financing charges, insurance and rent during the repair period); (ii) the establishment of an arrangement for lien releases and disbursement of funds acceptable to Beneficiary; (iii) the delivery to Beneficiary of plans and specifications for the work, a contract for the work signed by a contractor acceptable to Beneficiary, a cost breakdown for the work and a payment and performance bond for the work, all of which shall be acceptable to Beneficiary; and (iv) the delivery to Beneficiary of evidence acceptable to Beneficiary (aa) that after completion of the work the income from the Property will be sufficient to pay all expenses and debt service for the Property; (bb) of the continuation of Leases acceptable to and required by Beneficiary; (cc) that upon completion of the work, the size, capacity and total value of the Property will be at least as great as it was before the damage or condemnation occurred; (dd) that there has been no material adverse change in the financial condition or credit of Trustor since the date of this Deed of Trust; and (ee) of the satisfaction of any additional conditions that Beneficiary may reasonably establish to protect its security. Trustor hereby acknowledges that the conditions described above are reasonable, and, if such conditions have not been satisfied within thirty (30) days of receipt by Beneficiary of such insurance or condemnation proceeds, then Beneficiary may apply such insurance or condemnation proceeds to pay down principal of the Secured Obligations in such order and amounts_ as Beneficiary in its sole discretion may choose. 7. Maintenance and Preservation of the Property. Trustor covenants: (a) to insure the Property against such risks as Beneficiary may require and, at Beneficiary's request, to provide evidence of such insurance to Beneficiary, and to comply with the requirements of any insurance companies insuring the Property; (b) to keep the Property in good condition and repair; (c) not to remove or demolish the Property or any part thereof, not to alter, restore or add to the Property and not to. initiate or acquiesce in any change in use or in any zoning or other land classification which affects the Property without Beneficiary's prior written consent; (d) to complete or restore promptly and in good and workmanlike manner the Property, or any part thereof which may be damaged or destroyed, without regard to whether Beneficiary elects to require that insurance proceeds be used to reduce the Secured Obligations; (e) to comply with all laws, ordinances, regulations and standards, and all covenants, conditions, restrictions and equitable servitudes, whether public or private, of every kind and character which affect the Property and pertain to acts committed or conditions existing thereon, including, without limitation, any work, ~alteration, improvement or demolition mandated by such laws, covenants or requirements; (0 not to commit or permit waste of the Property; and (g) to do all other acts which from the character or use of the Property may be reasonably necessary to maintain and preserve its value. 8. Defense and Notice of Losses. Claims and Actions. At Trustor's sole expense, Trustor shall protect, preserve and defend the Property and title to and right of possession of the Property, the security hereof and the rights and powers of Beneficiary and Trustee hereunder against all adverse claims. Trustor shall give Beneficiary Trustee s:\b\temecula\bank.dot 070198 1213 10 prompt notice in writing of the assertion of any claim, of the filing of any action or proceeding, of the occurrence of any material damage to the Property and of any condemnation offer or action. 9. Compensation: Exculpation: Indemnification. a. Trustor shall pay Trustee's fees and reimburse Trustee for expenses in the administration of this trust, including attorneys' fees. Trustor shall pay to Beneficiary reasonable compensation for services rendered concerning this Deed of Trust, including without limit any statement of amounts owing under any Secured Obligation. Beneficiary shall not directly or indirectly be liable to Trustor or any other person as a consequence of (i) the exercise of the rights, remedies or powers granted to Beneficiary in this Deed of Trust; (ii) the failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor under any agreement related to the Property or under this Deed of Trust; or (iii) any loss sustained by Trustor or any third party resulting from Beneficiary's failure to lease the Property after an Event of Default or from any other act or omission of Beneficiary in managing the Property after an Event of Default unless the loss is caused by the gross negligence or willful misconduct of Beneficiary and no such liability shall be asserted against or imposed upon Beneficiary, and all such liability is hereby expressly waived and released by Trustor. b. Trustor indemnifies Trustee and Beneficiary against, and holds Trustee and Beneficiary harmless from, without limitation, all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys' fees and other legal expenses, cost of evidence of title, cost-of evidence of value, cost of environmental investigation, and other expenses which either may suffer or incur: (i) by reason of this Deed of Trust; (ii) by reason of the execution of this trust or in performance of any act required or permitted hereunder or by law; (iii) as a result of any failure of Trustor to perform Trustor's obligations; or (iv) by reason of any alleged obligation or undertaking on Beneficiary's part to perform or discharge any of the representations, warranties, conditions, covenants or other obligations contained in any other document related to the Property. The above obligation of Trustor to indemnify and hold harmless Trustee and Beneficiary shall survive the release and cancellation of the Secured Obligations and the release and reconveyance or partial release and reconveyance of this Deed of Trust. c. Trustor shall pay all amounts and indebtedness arising under this section immediately upon demand by Trustee or Beneficiary together with interest thereon from the date the indebtedness arises at the rate of interest applicable to the principal balance of the Note from time to time as specified therein. 10. Due on Sale. Transfer or F. ncumbrance. If (a) Trustor sells, conveys, further encumbers (whether superior or subordinate to the lien of this Deed of s :\b\temecula\bank.dot 070198 1213 11 Trust and whether by mortgage, deed of trust, assignment of rents or other security device) or alienates the Property or any part thereof, or contracts to do the same by marketing contract, installment contract or otherwise, or suffers the title or any interest therein to be divested or encumbered, whether voluntarily or involuntarily, by operation of law or otherwise, or leases with an option to purchase, or changes or permits to changed the primary character or use of the Property, or drills or extracts or enters into a lease for the drilling for or extracting any mineral of any kind or character on the Property; or (b) Trustor is a partnership and the interest of any general partner of Trustor is sold, transferred, assigned or hypothecated or the equity position in the parmership is diluted in any manner whatsoever (except transfers to family members or family trusts, including transfers by reason of demise of a general partner, other than transfers by the sole remaining general parmer); or (c) Trustor is a corporation and more than ten percent (10%) of the voting corporate stock thereof is sold, transferred, assigned or hypothecated; or (d) Trustor is a trust, limited liability company or other form of entity not specifically mentioned herein and there is a change of ten percent (10%) or more of the beneficial interest of such entity; or (e) Trustor or any of its partners, shareholders, officers, principals, managers, members or directors shall agree to do any of the foregoing acts without such agreement being conditioned upon Lender's consent; then, the same shall be deemed to increase the risk of Lender and Lender may then, or at any time thereafter, declare the entire indebtedness secured hereby immediately due and payable. 11. Releases. Extensions. Modifications and Additional Security. Without notice to or the consent, approval or agreement of any persons or entities having any interest at any time in the Property or in any manner obligated under the Secured Obligations ("Interested Parties"), Beneficiary may, from time to time, release any person or entity from liability for the payment or performance of any Secured Obligation, take any action or make any agreement extending the maturity or otherwise altering the terms or increasing the amount of any Secured Obligation, or accept additional security or release all or a portion of the Property and other security for the Secured Obligations. None of the foregoing actions shall release or reduce the personal liability of any of said Interested Parties, or release or impair the priority of the lien of this Deed of Trust upon the Property. 12. Reconveyance. Upon Beneficiary's written request, and upon surrender to Trustee for cancellation of this Deed of Trust or a certified copy thereof and any note, instrument, or instruments setting forth all obligations secured hereby, Trustee shall reconvey, without warranty, the Property or that portion thereof then held hereunder. To the extent permitted by law, the reconveyance may describe the grantee as "the person or persons legally entitled thereto" and the recitals of any matters or facts in any reconveyance executed hereunder shall be conclusive proof of the truthfulness thereof. Neither Beneficiary nor Trustee shall have any duty to determine the rights of persons claiming to be rightful grantees of any reconveyance. When the Property has been fully s:\b\temecula\bank.dot 070198 1213 12 reconveyed, the last such reconveyance shall operate as a reassignment of all future rents, issues and profits of the Property to the person or persons legally entitled thereto. 13. Subrogation. Beneficiary shall be subrogated to the lien of all encumbrances, whether released of record or not, paid in whole or in part by Beneficiary pursuant to this Deed of Trust or by the proceeds of any loan secured by this Deed of Trust. 14. Right of Inspection. Beneficiary, its agents and employees, may enter the Property at any reasonable time for the purpose of inspecting the Property and ascertaining Trustor's compliance with the terms hereof. 15. Financial Information. Trustor shall, upon request, deliver annually to Beneficiary, as soon as available, but in no event later than one hundred twenty (120) days after Trustor's fiscal year end, a current f'mancial statement (including, without limitation, an income and expense statement and balance sheet) certified as true and correct by a responsible manager of Trustor, together with any other financial information reasonably requested by Beneficiary. 16. Books and Records. Trustor shall maintain complete books of account and other records for the Property, and the same shall be available for inspection and copying by Beneficiary upon reasonable prior notice. 17. Tenant Information. From time to time, within thirty (30) days of Beneficiary's request, Trustor shall deliver to Beneficiary such information and reports as Beneficiary may reasonably request in order to verify that the Property is being operated in compliance with any applicable restrictions with respect to the income of tenants. 18. Indemnity. Trustor hereby agrees to defend, indemnify and hold harmless Beneficiary, its directors, officers, employees, agents, successors and assigns from and against any and all losses, damages, liabilities, claims, actions, judgments, court costs and legal or other expenses (including, without limitation, attorneys' fees and expenses) which Beneficiary may incur as a direct or indirect consequence of: (a) the purpose to which Trustor applies the proceeds of the loan evidenced by the Note; Co) the failure of Trustor to perform any obligation as and when required by the Loan Documents; (c) any failure at any time of any of Trustor's representations or warranties to be true and correct; or (d) any act or omission by Trustor, constituent parmer of Trustor, any contractor, subcontractor or material supplier, engineer, architect or other person or entity with respect to any of the Property. Trustor shall immediately pay to Beneficiary upon demand any amounts owing under this indemnity, together with interest from the date the indebtedness arises until paid at the rate of interest applicable to the principal balance of the Note. Trustoffs duty and obligation to defend, indemnify and hold harmless s:\b\tcmecula\ban~.dot 070198 1213 13 Beneficiary shall survive cancellation of the Note and the release, reconveyance or partial reconveyance of this Deed of Trust. F. Environmental Compliance. a. Trustor represents and warrants to Beneficiary that Trustor has conducted an appropriate inquiry and that no Hazardous Substance (as defined below) has been used, generated, manufactured, produced, stored, released, discharged or disposed of on, under, from or about the Property and that no Hazardous Substance is located on or below the Property. Trustor will not use, generate, manufacture, produce, store, release, discharge or dispose of on, under, from or about the Property or transport to or from the Property any Hazardous Substance or allow or suffer any other person or entity to do so. b. Trustor shall keep and maintain the Property in compliance with, and shall not cause, permit or suffer the Property to be in violation of any Environmental Law (as defined below). c. Trustor represents and warrants to Beneficiary that Trustor has not received any notice of a violation of any Environmental Law, nor incurred any previous liability therefor. Trustor shall give prompt written notice to Beneficiary of: (1) becoming aware of any use, generation, manufacture, production, storage, release, discharge or disposal of any Hazardous Substance on, under, from or about the Property .or the migration.thereof to or from other property; (2) the commencement, institution or threat of any proceeding, inquiry or action by or notice from any governmental authority with respect to the use or presence of any Hazardous Substance on the Property or the migration thereof from or to other property; (3) all claims made or threatened by any third party against Trustor or the Property relating to any damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Substance; (4) Trustor's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Environmental Law, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Environmental Law; and s :\b\tcmecula\bank.dot 070198 1213 14 (5) obtaining knowledge of any incurrence of expense by any governmental authority or others in connection with the assessment, containment or removal of any Hazardous Substance located on, under, from or about the Property or any property adjoining or in the vicinity of the Property. d. Beneficiary shall have the right, but not the obligation, to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Environmental Law and have its attorneys' fees in connection therewith paid by Trustor or be defended by Trustor from and against any such proceedings or actions with counsel chosen by Beneficiary, and shall have the right to make inquiry of and disclose all information to appropriate governmental authorities when advised by counsel that such disclosure may be required under applicable law. e. Without Beneficiary's prior written consent, Trustor shall not take any remedial action in response to the presence of any Hazardous Substance on, under, from or about the Property, nor enter into any settlement, consent or compromise which might, in Beneficiary's reasonable judgment, impair the value of Beneficiary's security under this Deed of Trust; provided, however, that Beneficiary's prior consent shall not be necessary if the presence of Hazardous' Substance on, under, from or about the Property either poses an immediate threat to the health, safety or welfare of any individual or is of such a nature that an immediate remedial response is necessary and it is not possible to obtain Beneficiary's consent before taking such action. In such event Trustor shall notify Beneficiary as soon as practicable of any action so taken. Beneficiary agrees not to withhold its consent, where such consent is required hereunder, if either (i) a particular remedial action is ordered by a court of competent jurisdiction, or (ii) Trustor establishes to the reasonable satisfaction of Beneficiary that there is no reasonable alternative to such remedial action which would result in less impairment of Beneficiary's security hereunder. f. Trustor shall protect, indemnify and hold .harmless Beneficiary, its directors, officers, employees, agents, successors and assigns from and against any and all claim, loss, damage, cost, expense, liability, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind (including, without limitation, attorneys' fees and costs) directly or indirectly arising out of or attributable to, in whole or in part, the breach of any of the covenants, representations and warranties of this Paragraph 2.31 or the use, generation, manufacture, production, storage, release, threatened release, discharge, disposal, or presence of a Hazardous Substance on, under, from or about the Property? or any other activity carried on or undertaken on or off the Property, whether prior to or during the term of the loan secured by this Deed of Trust, and whether by Trustor or any predecessor in title or any employees, agents, contractors or subcontractors of Trustor or any predecessor in title, or any third persons at any time occupying or s :\b\temecula\bank.dot 070198 1213 15 present on the Property, in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Substance at any time located or present on, under, from or about the Property, including, without limitation: (i) all consequential damages; (ii) the costs of any required or necessary repair, cleanup or detoxification of the Property and the preparation and implementation of any closure, remedial or other required plans including, without limitation: (A) the costs of removal or remedial action incurred by the United States Government or the State, or response costs incurred by any other person, or damages from injury to, destruction of, or loss of natural resources, including the costs of assessing such injury, destruction or loss, incurred pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq. as amended; and (B) the cost and expenses of abatement, correction or clean-up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and (iii) liability for personal injury or property damage arising under any statutory or common-law tort theory, including damages assessed for the maintenance of the public or private nuisance, response costs or for the carrying on of an abnormally dangerous activity. The foregoing indemnity shall further apply to any residual contamination on, under, from or about the Property, or affecting any natural resources arising in connection with the use, generation, manufacturing, production, handling, storage, transport, discharge or disposal of any such Hazardous Substance, and irrespective of whether any of such activities were or will be undertaken in accordance with Environmental Law or other applicable laws, regulations, codes and ordinances. This indemnity is intended to be operable under 42 U.S.C. Section 9607(e)(1), and any successor section thereof. The foregoing indemnity shall in no manner be construed to limit or adversely affect Beneficiary's rights under this article, including, without limitation, Beneficiary's rights to approve any Remedial Work (as def'med below) or the contractors and consulting engineers retained in connection therewith. g. In the event that any investigation, site monitoring, containment, cleanup, removal, restoration or other remedial work of any kind or nature (the "Remedial Work") is reasonably necessary or desirable under any applicable local, state or federal law or regulation, any judicial order, or by any governmental or nongovernmental entity or person because of, or in connection with, the current or future presence, suspected presence, release or suspected release of a Hazardous Substance in or into the air, soil, groundwater, surface water or soil vapor at, on, about, under or within the Property (or any portion thereof), Trustor shall within thirty (30) days after written demand for performance thereof by Beneficiary (or such shorter period of time as may be required under any applicable law, regulation, order or agreement), commence to perform, or cause to be commenced, and thereafter diligently prosecuted to completion within the s:\b\temecula\banl~.dot 070198 1213 16 earlier of ninety (90) days of demand for performance or such shorter period of time as may be required under any applicable law, regulation, order or agreement, all such Remedial Work at Trustor's sole expense in accordance with the requirements of any applicable governmental authority or Environmental Law. All Remedial Work shall be performed by one or more contractors, approved in advance in writing by Beneficiary, and under the supervision of a consulting engineer approved in advance in writing by Beneficiary. All costs and expenses of such Remedial Work shall be paid by Trustor, including, without limitation, the charges of such contractor(s) and/or the consulting engineer, and Beneficiary's actual attorneys' fees and costs incurred in connection with monitoring or review of such Remedial Work. In the event Trustor shall fail to timely commence, or cause to be commenced, or fail to complete the Remedial Work within the time required above, Beneficiary may, but shall not be required to, cause such Remedial Work to be performed and all costs and expenses thereof, or incurred in connection therewith shall become part of the indebtedness secured hereby. h. In the event that (i) an Event of Event of Default has occurred or (ii) Beneficiary reasonably believes that there may be a violation or threatened violation by Trustor of any Environmental Law or a violation or threatened violation by Trustor of any covenant under this article, Beneficiary is authorized, but not obligated, by itself, its agents, employees or workmen to enter at any reasonable time upon any part of the Property for the purposes of inspecting the same for Hazardous Substances and Trustoffs compliance with this article, and such inspections may include, without limitation, soil borings. Trustor agrees to pay to Beneficiary, upon Beneficiary's demand, all expenses, costs or other amounts incurred by Beneficiary in performing any inspection for the purposes set forth in this subparagraph (h); i. All costs and expenses incurred by Beneficiary under this article shall be immediately due and payable upon demand and shall become part of the indebtedness secured hereby and shall bear interest at the Default Rate (as defmed in the Note) from the date of payment by Beneficiary until repaid. j. "Environmental Laws" shall mean any federal, state or local law; statute, ordinance or regulation pertaining to health, industrial hygiene, hazardous waste or the environmental conditions on, under, from or about the Property, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 CCERCLA") as amended, 42 U.S.C. Sections 9601 _e_.t seq., and the Resource Conservation and Recovery Act of 1976 CRCRA"), 42 U.S.C. Sections 6901 _el seq. k. "Hazardous Substance" shall mean any flammable explosive, radioactive material, hazardous waste, toxic substance or related material and any other substance or material defined or designated as a hazardous or toxic substance, material or s :\b\temecula\bank.dot 070198 1213 17 waste by any federal, state or local law or environmental statute, regulation or ordinance presently in effect or as amended or promulgated in the future and shall include, without limitation: (1) Those substances included within the definitions of "hazardous substances," "hazardous materials," "toxic substances" or "solid waste" in CERCLA, RCRA, and the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 et seq., and in the regulations promulgated pursuant to said laws; (2) Those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) as hazardous substances (40 CFR Part 302 and amendments thereto); (3) Such other substances, materials and wastes which are or become regulated under applicable local, state or federal law, or the United States government, or which are classified as hazardous or toxic under federal, state or local laws or regulations; and (4) Any material, waste or substance which is (A) petroleum, 03) asbestos, (C) polychlorinated biphenyls or (D) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Sections 1251 et seq. (33 U.S.C. § 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. § 1317). (1) All representations and warranties contained in this Paragraph 2.31 shall supersede any previous disclosures, written or oral, made by Trustor or its agents to Beneficiary with respect to the Property in connection with the making of the loan secured hereby or otherwise and shall survive the repayment of the Loan and the reconveyance of this Deed of Trust. Beneficiary shall be entitled to rely on the representations and warranties contained herein in pursuit of its rights and remedies for a breach thereof without regard to any such previous disclosures. (m) Trustor acknowledges that: (i) This article is Beneficiary's written request for information and Trustor's written disclosure concerning the environmental condition of the Property pursuant to California Code of Civil Procedure Section 726.5(d)(2). (ii) Each representation and warranty contained in this article is an "environmental provision" as that term is used in California Code of Civil Procedure Section 736. s:\b\temecula\bank.dot 070198 1213 18 G. Default Provisions. 1. Event of Default. For all purposes hereof, the term "Event of Default" shall mean any of the following (subject to any applicable grace period): a. At Beneficiary's option, the failure of Trustor to make any payment of principal or interest on the Note or to pay any other amount due hereunder or under the Note when the same is due and payable, whether at maturity, by acceleration or otherwise. b. Trustor's failure to perform any other obligation or keep any other covenant under any of the Loan Documents. c. The failure of any material representation or warranty of Trustor in any of the Loan Documents and the continuation of such failure for more than thirty (30) days after written notice to Trustor from Beneficiary requesting that Trustor cure such failure; or (ii) any material adverse change in the financial condition of Trustor or any other person or entity in any manner obligated to Beneficiary under the Loan Documents from the financial condition represented to Beneficiary as of the date this Deed of Trust is recorded. d. Any of the following: (i) the filing of a petition by Trustor for relief under the Bankruptcy Code, or under any other present or future state or federal law regarding bankruptcy, reorganization or other debtor relief law; (ii) the filing of any pleading or an answer by Trustor in any involuntaxy proceeding under the Bankruptcy Code or other debtor relief law which admits the jurisdiction of the court or the petition's material allegations regarding Trustor's insolvency; (iii) a general assignment by Trustor for the benefit of creditors; (iv) Trustor's applying for, or the appointment of, a receiver, trustee, custodian or liquidator of Trustor or any of its property; or (v) the failure of Trustor to effect a full dismissal of (x) any involuntary petition under the Bankruptcy Code or under any other debtor relief law that is filed against Trustor or (y) any other proceeding or the entry of any other court order which in any way restrains or limits Trustor or Beneficiary regarding the loan evidenced by the Note, or the Property, prior to the earlier of the entry of any court order granting relief sought in such involuntary petition or other proceeding or order, or thirty (30) days after the date of filing of such involuntary petition or other proceeding or order. e. The occurrence of any material management or organizational change in Trustor or in the parmers or members of Trustor, including, without limitation, any partnership or similar dispute which Beneficiary determines, in its sole and absolute discretion, may have a material adverse effect on the loan evidenced by the Note, on the Property or on the ability of Trustor to perform its obligations under the Loan Documents. s:\b\temecula\bank.dot 070198 1213 19 f. The failure at any time of the Deed of Trust to be a valid first lien upon the Property or any portion thereof, other than as a result of any release or reconveyance of the Deed of Trust by or at the direction of Beneficiary with respect to all or any portion of the Property pursuant to the terms and conditions of the Loan Documents. 2. Rights and Remedies. At any time after an Event of Default, Beneficiary shall have all the following rights and remedies: a. With or without notice to declare all Secured Obligations immediately due and payable. b. With or without notice, and without releasing Trustor from any Secured Obligation, and without becoming a mortgagee in possession, to cure 'any Event of Default of Trustor and, in connection therewith, to enter upon the Property and do such acts and things as Beneficiary deems necessary or desirable to protect the security hereof, including, without limitation: (i) to appear in and defend any action or proceeding purporting to affect the security- of this Deed of Trust or the rights or powers of Beneficiary under this Deed of Trust; (ii) to pay, purchase, contest or compromise any encumbrance, charge, lien or claim of lien which, in the sole judgment of Beneficiary is or may be senior in priority to this Deed of Trust, the judgment of Beneficiary being conclusive as between the parties hereto; (iii) to obtain insurance; (iv) to pay any premiums or charges with respect to insurance required to be carried under this Deed of Trust; or (v) to employ counsel, accountants, contractors, consultants and other appropriate persons. c. To commence and maintain an action or actions in any court of competent jurisdiction to foreclose this instrument or to obtain specific enforcement of the covenants of Trustor hereunder, and Trustor agrees that such covenants shall be specifically enforceable by injunction or any other appropriate equitable remedy. d. To apply to a court of competent jurisdiction for and obtain appointment of a receiver of the Property as a matter of strict right and without regard to the adequacy of the security for the repayment of the Secured Obligations, the existence of a declaration that the Secured Obligations are immediately due and payable, or the filing of a notice of default, and Trustor hereby consents to such appointment. e. To enter upon, possess, manage and operate the Property or any part thereof, to take and possess all documents, books, records, papers and accounts of Trustor or the then owner of the Property, to make, terminate, enforce or modify Leases of the Property upon such terms and conditions as Beneficiary deems proper, to make repairs, alterations and improvements to the Property as necessary, in Beneficiary's sole judgment, to protect or enhance the security hereof. s:\b\temecula\bank.dot 070198 1213 20 f. To execute a written notice of such Event of Default and of its election to cause the Property to be sold to satisfy the Secured Obligations. As a condition precedent to any such sale, Trustee shall give and record such notice as the law then requires. When the minimum period of time required by law after such notice has elapsed, Trustee, without notice to or demand upon Trustor except as required by law, shall sell the Property at the time and place of sale fixed by it in the notice of sale, at one or several sales, either as a whole or in separate parcels and in such manner and order, all as Beneficiary in its sole discretion may determine, at public auction to the highest bidder for cash, in lawful money of the United States, payable at time of sale. Neither Trustor nor any other person or entity other than Beneficiary shall have the right to direct the order in which the Property is sold and Trustor waives the benefit of Civil Code Section 2924gCo) or any other statute which would otherwise give Trustor or any other person that right. Subject to requirements and limits imposed by law, Trustee may from time to time postpone sale of all or any portion of the Property by public announcement at such time and place of sale. Trustee shall deliver to the purchaser at such sale a deed conveying the Property or portion thereof so sold, but without any covenant or warranty, express or implied. The recitals in the deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any_ person, including Trustee, Trustor or Beneficiary may purchase at the sale. g. To resort to and realize upon the security hereunder and any other security now or later held by Beneficiary concurrently or successively and in one or several consolidated or independent judicial actions or lawfully taken nonjudicial proceedings, or both, and to apply the proceeds received upon the Secured Obligations all in such order and manner as Beneficiary determines in its sole discretion. h. Upon sale of the Property at any judicial or nonjudicial foreclosure, Beneficiary may credit bid (as determined by Beneficiary in its sole and absolute discretion) all or any portion of the Secured Obligations. In determining such credit bid, Beneficiary may, but is not obligated to, take into account all or any of the following: (i) appraisals of the Property as such appraisals may be discounted or adjusted by Beneficiary in its sole and absolute underwriting discretion; (ii) expenses and costs incurred by Beneficiary with respect to the Property prior to foreclosure; (iii) expenses and costs which Beneficiary anticipates will be incurred with respect to the Property after foreclosure, but prior to resale, including, without limitation, costs of structural reports, environmental reports, appraisals and other due diligence, costs to carry the Property prior to resale, costs of resale (e.g. commissions, attorneys' fees, and taxes), costs of any hazardous materials clean-up and monitoring, costs of deferred maintenance, repair, refurbishment and retrofit, costs of defending or settling litigation affecting the Property, and lost opportunity costs (if any), including the time value of money during any anticipated holding period by Beneficiary; (iv) declining trends in real property values generally and with respect to properties similar to the Property; (v) anticipated discounts s:\b\temecula\bank.dot 070198 1213 21 upon resale of the Property as a distressed or foreclosed property; (vi) the fact of additional collateral (if any), for the Secured Obligations; and (vii) such other factors or matters that Beneficiary (in its sole and absolute discretion) deems appropriate. In regard to the above, Trustor acknowledges and agrees that: (w) Beneficiary is not required to use any or all of the foregoing factors to determine the amount of its credit bid; (x) this section does not impose upon Beneficiary any additional obligations that are not imposed by law at the time the credit bid is made; (y) the amount of Beneficiary's credit bid need not have any relation to. any loan-to-value ratios specified in the Loan Documents or previously discussed between Trustor and Beneficiary; and (z) Beneficiary's credit bid may be (at Beneficiary's sole and absolute discretion) higher or lower than any appraised value of the Property. 3. Application of Foreclosure Sale Proceeds. After deducting all costs, fees and expenses of Trustee, including, without limitation, cost of evidence of title and attorneys' fees in connection with the sale (to the extent allowed by applicable statute) and costs and expenses of sale and of any judicial proceeding wherein such sale may be made, Trustee shall apply all proceeds of any foreclosure sale: (a) to payment of all sums expended by Beneficiary under the terms hereof and not then repaid, with accrued interest at the rate of interest specified in the Note to be applicable on or after maturity or acceleration of the Note; (b) to payment of all other Secured Obligations; and (c) the remainder, if any, to the person or persons legally entitled thereto. 4. Application of Other Sums. Except as may otherwise be specified in the Loan Documents, all sums received by Beneficiary under this Deed of Trust, less all costs and expenses incurred by Beneficiary or any receiver of the Property, including, without limitation, attorneys' fees, shall be applied in payment of the Secured Obligations in such order as Beneficiary shall determine in its sole discretion; provided, however, Beneficiary shall have no liability for funds not actually received by Beneficiary. 5. No Cure or Waiver. Neither Beneficiary's nor Trustee's nor any receiver's entry upon and taking possession of all or any part of the Property, nor any collection of rents, issues, profits, insurance proceeds, condemnation proceeds or damages, other security or proceeds of other security, or other sums, nor the application of any collected sum to any Secured Obligation, nor the exercise or failure to exercise of any other right or remedy by Beneficiary or Trustee or any receiver shall cure or waive any breach, Event of Default or notice of default under this Deed of Trust, or nullify the effect of any notice of default or sale (unless all Secured Obligations then due have been paid and performed and Trustor has cured all other defaults), or impair the status of the security, or prejudice Beneficiary or Trustee in the exercise of any right or remedy, or be construed as an aff'mnation by Beneficiary of any tenancy, lease or option or a subordination of the lien of this Deed of Trust. s:\b\tcmecula\bank.dot 070198 1213 22 6. Payment of Costs. Expenses and Attorney's Fees. Trustor agrees to pay to Beneficiary immediately upon demand all costs and expenses incurred by Beneficiary pursuant to the exercise of Beneficiary's rights under this Deed of Trust, (including, without limitation, court costs and actual attorneys' fees, whether incurred in litigation or not) with interest from the date of expenditure until said sums have been paid at the rate of interest then applicable to the principal balance of the Note. 7. Power to File Notices and Cure Events of Default. Trustor hereby irrevocably appoints Beneficiary and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest, (a) to execute and/or record any notices of completion, cessation of labor, or any other notices that Beneficiary deems appropriate to protect Beneficiary's interests with respect to the Property, (b) upon the issuance of a deed pursuant to the foreclosure of this Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment or further assurance with respect to the Leases and Rents in favor of the grantee of any such deed, as may be necessary or desirable for such purpose, (c) to prepare, execute and ~e or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Beneficiary's security interests and rights in or to any of the Collateral, and (d) upon the occurrence of an event, act or omission which, with notice or passage of time or both, would constitute an Event of Default, Beneficiary may perform any obligation of Trustor hereunder; provided, however, that: (i) Beneficiary as such attorney- in-fact shall be accountable only for such funds as are actually received by Beneficiary; and (ii) Beneficiary shall not be liable to Trustor or any other person or entity for any failure to act under this section. H. Miscellaneous Provisions. 1. Substitution of Trustee. From time to time, by a writing, signed and acknowledged by Beneficiary and recorded in the county in which the Property is situated, Beneficiary may appoint another trustee to act in the place and stead of Trustee or any successor. Such writing shall set forth any information required by law. The recordation of such instrument of substitution shall discharge Trustee herein named and shall appoint the new trustee as the trustee hereunder with the same effect as if originally named Trustee herein. 2. Merger. No merger shah occur as a result of Beneficiary's acquiring any other estate in, or any other lien against, the Property unless Beneficiary consents to a merger in writing. 3. Obligations of Trustor. Joint and Several. If more than one person has executed this Deed of Trust as "Trustor," or is a successor to Trustor, the obligations of all such persons hereunder shall be joint and several. s:\b\tcmecula\bank.dot 070198 1213 23 4. Recourse to Separate Property. Each married person who is liable under this Deed of Trust agrees that recourse hereunder can be had to his or her separate property as well as the assets of his or her marital community. 5. Waiver of Marshaling Rights. Trustor, for itself and for all parties claiming through or under Trustor, and for all parties who may acquire a lien on or interest in the Property, hereby waives all rights to have the Property and/or any other property, including, without limitation, the Collateral or the property described in any other deed of trust, which is now or later may be security for any Secured Obligation ("Other Property") marshaled upon any foreclosure of this Deed of Trust or on a foreclosure of any other security for any of the Secured Obligations. Beneficiary shall have the right to sell, and any court in which foreclosure proceedings may be brought shall have the right to order a sale of, the Property described in any of said deeds of trust and any or all of the Collateral or Other Property as a whole or in separate parcels, in any order that Beneficiary may designate. 6. California Law. This Deed of Trust is made with reference to and is to be construed in accordance with the laws of the State of California as those laws are applied to contracts between residents of said state entered into and to be performed within said state, except to the extent superseded by federal law. 7. Notices. All notices or other communications required or permitted to be given pursuant to the provisions of this Deed of Trust shall be in writing and shall be considered as properly given if delivered personally or sent by first class U.S. mail, postage prepaid or by overnight commercial courier service, charges prepaid. Notices so sent shall be effective three (3) days after mailing, if mailed by first class mail, and otherwise upon receipt at the addresses set forth below. For purposes of notice, the addresses of the parties shall be: Trustor: Redevelopment Agency of the City of Temecula 43200 Business Park Drive Temecula, CA 92590 Beneficiary: Washington Mutual Bank, FA Community Lending and Investment Dept. 17877 Von Karman Avenue, Fourth Floor Mail Stop IRB4CMO Irvine, CA 92614 Loan No. 91-69794212 Any party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days notice to the s:\b\temecula\bank.dot 070198 1213 24 other party in the manner set forth above. Trustor shall forward to Beneficiary, without delay, any notices, letters or other communications delivered to the Property or to Trustor naming Beneficiary, "Lender" or the "Construction Lender" or any similar designation as addressee, or which could reasonably be deemed to affect the construction of the Improvements or the ability of Trustor to perform its obligations to Beneficiary under the Loan Documents. 8. Severabili13,: If any provision or obligation under this Deed of Trust or any other Loan Document shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed severed from such Loan Document and the validity, legality and enforceability of the remaining provisions or obligations shall remain in full force as though the invalid, illegal or unenforceable provision had never been a part of such Loan Document. 9. Clerical Errors. If Lender discovers that the Note, this Deed of Trust or any other of the Loan Documents contains an error which was caused by a clerical mistake, calculation error, computer error, printing error or the like, Trustor agrees upon request to re-execute any of the Loan Documents as necessary to correct any such error, and hereby waives any claim for liability against Beneficiary resulting from any such error. 10. Lost Documents. If any of the Loan Documents are lost, stolen mutilated or destroyed, Trustor will, upon request, executed a duplicate counterpart of the missing document which duplicate counterpart will have the effect of the original for all purposes. Beneficiary shall indemnify Trustor and hold Trustor harmless from any damages, including reasonable attorney's fees, which Trustor may incur as a result of executing such a duplicate counterpart. Trustor has executed this Deed of Trust as of the date set forth above. TRUSTOR: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By: Executive Director s:\b\temecula\bank.dot 070198 1213 25 EXHIBIT A LEGAL DESCRIPTION (To be attached) s:\b\tcmecula\bank.dot 070198 1213 Loan No. 91-69794212 ENVIRONMENTAL INDEMNITY AGREEMENT THIS ENVIRONMENTAL INDEMNITY/AGREEMENT ( Environmental Indemnity"), is made and entered into as of July , 1998, l~ty~he REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public b~y, corpo~ate'~nd politic, organized and existing under the laws of the State of California ("Bo,~w~r") vnd in favor of and for th~ benefit of WASIIINOTON blUTUAL BANK, FA ("Lend~,"), and the Indemnitees (as such term is defined in Paragraph 3 below). , TO~Er-~L~- 6, ~ Or?lUg, t., /9.., A. Lender is about to make a loar~. to Borrower in the original principal amount of $ (the "Loan"). The Loan will be evidenced by a promissory note of even date herewith (the "Note") and secured by a deed of trust of even date herewith executed by Borrower, as trustor, in favor of Lender, as beneficiary (the "Deed of Trust"). The Deed of Trust encumbers certain real property commonly known as 28485, 28497, 28534, 28535, 28545, 28555, 28559 and 28565 Pujol Street, Temecula, California (the "Property"). This Environmental Indemnity, the Note, the Deed of Trust, and any other documents or agreements which now or hereafter evidence or secure the Loan or are delivered in connection with the Loan, and any extensions, consolidations, modifications and supplements thereto, are referred to as the "Loan Documents." B. As a result of the future exercise of Lender's rights and remedies in connection with the Loan, Lender or its successors or assigns may hereafter become the owner of the Property pursuant to a transfer of title to the Property, or a portion thereof, at a foreclosure sale under the Deed of Trust, either pursuant to a judicial decree or by power of sale, or by deed in lieu of foreclosure ("Foreclosure"). 'In such event Lender may incur certain liabilities, costs and expenses in connection with the Property relating to or arising out of any of the environmental matters described herein. The parties intend by this Environmental Indemnity to protect Lender and its predecessors, successors and assigns and their respective directors, officers, agents, attorneys, representatives and employees from any such liabilities, costs, and expenses as herein provided. NOW THEREFORE, in consideration of the making of the Loan by Lender to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower hereby agrees as follows: AGREEMENT 1. Compliance with Environmental l.aws. (a) Borrower warrants and represents as follows: (i) the Property has never been used to manufacture, store or dispose of "Hazardous Substances" (as herein defined); (ii) the Property is in all respects in compliance with all applicable federal, state and local laws, ordinances and regulations relating to environmental protection, occupational health and safety, public health and safety or public nuisance or menace, including, without limitation, the Resource Conservation and Recovery Act, 42 U.S.C. {}6901, et seq. ("RCRA"), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§9601, et seq. ("CERCLA"), the Toxic Substances Control Act, 15 U.S.C. §§2601, .el; seq., the Clean Air Act, 42 U.S.C. §§7401, et seq., and the Clean Water Act, 33 U.S.C. §§1251, _e_t seq. all as they may be amended from time to time (collectively "Environmental Laws"); (iii) there are no underground storage tanks or PCB transformers located on the Property and no Hazardous Substances will be used, generated, handled, stored, treated, released or disposed of on, under, from, or about the Property, either by Borrower, a tenant or other third party; and (iv) Borrower has not received any notice of non-compliance with or violation of any law, regulation or ordinance relating to Hazardous Substances, including without limit Environmental Laws, nor incurred any previous liability therefdr and will not permit any lien relating to Hazardous Substances to attach to the Property. (b) "Hazardous Substances" as used in this Environmental Indemnity shall mean any hazardous or toxic materials, substances, wastes, pollutants, effluents, contaminants, radioactive materials, flammable explosives, chemicals known to cause cancer or reproductive toxicity or emissions or wastes and any other chemical, material or substance, the handling, storage, release, transportation, or disposal of which is or becomes prohibited, limited or regulated by any federal, state, county, regional or local authority or which, even if not so regulated, is or becomes known to pose a hazard to the health and safety of the occupants of the Property including, without limitation, (i) asbestos, (ii) petroleum and petroleum by-products, (iii) urea formaldehyde foam insulation, (iv) polychlorinated biphenyls, (v) all substances now or hereafter designated as "hazardous substances," "hazardous materials" or "toxic substances" pursuant to CERCLA, the Federal Water Pollution Control Act, 33 U.S.C. §§1251 et seq., the Clean Air Act, 42 U.S.C. §§7401 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. §§1801 ~ seq., or RCRA; (vi) all substances now or hereafter designated as "hazardous wastes" in Section 25117 of the California Health & Safety Code or as "hazardous substances" in Section 25316 of the California Health & Safety Code; (vii) all substances now or hereafter designated by the Governor of the State of California pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986 as being known to cause cancer or reproductive toxicity, or (viii) all substances now or hereafter designated as "hazardous substances," "hazardous materials" or "toxic substances" under any other federal, state or local laws or in any regulations adopted and publications promulgated pursuant to said laws. s:\b\temccula\agcncy.cnv 070198 1023 2 2. Environmental Covenants. If, during the term of the Note or extensions thereof, Hazardous Substances are discovered on, in or under the Property in violation of any Environmental Laws, Borrower shall be responsible, at its sole expense, to remove the same from the Property and underlying groundwater in accordance with the requirements of the appropriate govermnental authority. Borrower agrees to promptly notify Lender: (i) upon becoming aware of any use, storage or release of Hazardous Substances under, from or about the Property, (ii) of any proceeding, inquiry or notice from any governmental authority with respect to the use or presence of any Hazardous Substances on the Property or the migration thereof to or from other property; (iii) of all claims made or threatened by any third party against Borrower or the Property relating to loss or injury from any Hazardous Substance; (iv) upon discovery of any occurrence or condition on any property adjoining or in the immediate vicinity of the Property that would cause the Property to be subject to restrictions on ownership, occupancy, transferability or use under any Environmental Law; and (v) upon obtaining knowledge of any incurrence of expense by a governmental authority or others in connection with the assessment, containment or removal of any Hazardous Substances located on, under, from or about the Property or any property adjoining or in the immediate vicinity of the Property. Borrower agrees that in the event the Property or any condition existing thereon is ever determined by any court or governmental authority to be in violation of any law, ordinance or regulation which requires correction or clean-up under any law, ordinance or regulation relating to environmental protection, occupational health or safety, public health or safety or public nuisance or menace, Lender, at its option, but without obligation so to do, may correct such condition or violation and in doing so shall conclusively be deemed to be acting reasonably and for the purpose of protecting the value of its interest in the Property, and Lender may charge all costs of correcting such condition or violation to Borrower, which amounts shall be due upon demand, and shall bear interest from the date expended by Lender until paid at the rate of interest set forth in the Note. The provisions of this paragraph shall survive satisfaction of the Note and the obligations under any of the Loan Documents, from time to time amended and shall be in addition to any other rights and remedies of Lender. 3. Indemnity. Borrower hereby agrees, at its sole cost and expense, to indemnify, defend (with counsel acceptable to Lender), protect and hold harmless Lender, and all of its parent, subsidiary and aff'fliate corporations and predecessors, and all of said parties., respective officers, directors, representatives, agents, attorneys, employees, subsidiaries, parents, affiliates and their successors and assigns .(collectively "Indemnitees"), from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, frees, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses (including, without limitation, fees, disbursements, costs of attorneys, and environmental consultants and experts), and all consequential damages of any kind or any nature whatsoever (but excluding any damages for any diminution in the value of the Property) which may at any time be imposed upon, incurred or suffered by, or asserted or awarded against, any Indemnitee directly or indirectly relating to or arising from any of the following "Environmental Matters": s:\b\tcmecula\agency.¢nv 070198 1023 3 (a) Any past, present or future presence of any Hazardous Substances on, in, under or affecting all or any portion of the Property or on, in, under or affecting all or any portion of any property adjacent or proximate to the Property if such Hazardous Substances originated, or were released, generated, transferred from or discharged, on or from the Property, originating from the Property or resulting from activities of Borrower or any tenant or other user of the Property prior to Foreclosure; (b) Any past, present or future storage, holding, handling, release, threatened release, discharge, generation, leak, abatement, removal or transportation of any Hazardous Substances on, in, under or from the Property or any portion thereof occurring prior to Foreclosure; (c) Any violation at any time prior to Foreclosure of laws, rules, regulations, judgments, orders, permits, licenses, agreements, covenants, restrictions, requirements or the like including, without limitation, Environmental Laws now or hereafter relating to or governing in any way the environmental condition of the Property or the presence of Hazardous Substances on, in, under or affecting all or any portion of the Property; (d) The failure of Borrower to properly complete, obtain, submit and/or file any and all notices, permits, licenses, authorizations, covenants, and the like required to be completed, obtained, submitted, or filed under any of the Environmental Laws in connection with the Property or the ownership, use, operation or enjoyment thereof; (e) The extraction, removal, containment, transportation or disposal of any and all Hazardous Substances from any portion of the Property or any other property adjacent or proximate to the Property if such Hazardous Substances were originated, released, discharged or generated on or from the Property by Borrower, any tenant or other user of the Property or any other third party prior to Foreclosure; (0 Any past, present or future presence, permitting operation, closure abandonment or removal from the Property prior to Foreclosure of any storage tank which at any time contains or contained any Hazardous Substances and such storage tank was located on, in or under the Property or any portion thereof prior to Foreclosure; (g) The implementation and enforcement of any monitoring, notification or other precautionary measures required to be implemented and/or enforced by Borrower which may become necessary to protect against the release or discharge of Hazardous Substances on, in, under or affecting the Property or from the Property into the air, body of water, any other public domain or any property adjacent or proximate to the Property; (h) Any failure prior to Foreclosure to remove, contain, transport and dispose of in compliance with all applicable Environmental Laws any Hazardous Substances generated or moved from the Property; or s:\b\tcmecula\ageney. cn¥ 070198 1023 4 (i) Any investigation, inquiry, order, hearing, action or other proceeding by or before any governmental agency in connection with any Hazardous Substances on or about the Property prior to Foreclosure or violation prior to Foreclosure of any Environmental Law with respect to the Property. 4. Separate Obligation. This Environmental Indemnity is given solely to protect Lender and the other Indemnitees and is not given as additional security for, or as a means of repayment of the Loan. The obligations of Borrower under this Environmental Indemnity are independent of, and shall not be affected by (i) any amounts at any time owing under the Note, (ii) the sufficiency or insufficiency of any collateral given to Lender to secure repayment of the Note, (iii) the consideration given by Lender or any other party in order to acquire the Property, or any portion thereof, (iv) release of the Deed of Trust, (v) an exercise of any remedies under any of the Loan Documents or the Modification, or (vi) the discharge or repayment in full of the Loan (including, without limitation, by amounts paid or credit bid at a foreclosure sale or by discharge in connection with a deed in lieu of foreclosure). Notwithstanding the provisions of any of the Loan Documents or any other instruments, none of the obligations of Borrower hereunder shall be in any way secured by the lien of the Deed of Trust or any other document or instrument securing the Loan. Since Borrower's obligations under this Environmental Indemnity are separate and independent from its obligations under the Loan Documents, Borrower acknowledges and agrees that said obligations shall not be subject to California Code of Civil Procedure Sections 580a, 580d, 726.or any successor statute or law or any other anti-deficiency laws. Borrower agrees that any payments made under this Environmental Indemnity shall not limit or in any way impair any deficiency judgment obtained against Borrower and shall not reduce any obligations and liabilities of Borrower under any of the Loan Documents which survive Foreclosure. Borrower further agrees that its obligations under this Environmental Indemnity are recourse obligations, and shall in no way be limited by the non-recourse provisions, if any, set forth in the Loan Documents. In the event Borrower is in default in the due, prompt and complete observance and performance of any of its obligations under this Environmental Indemnity, and such default continues for thirty (30) days after written notice thereof from Lender to Borrower, then such default shall constitute an "Event of Default" under'the Deed of Trust. 5. Governing !.aw: Venue. This Environmental Indemnity shall be governed by and construed and enforced in accordance with the laws of the State of California. 6. Successor: Assignment. This Environmental Indemnity shall be binding upon and inure to the benefit of Lender, its successors, endorsees and assigns and their heirs, successors and assigns including any holder of the Note and any party who acquires all or a part of the Property by sale, assignment or foreclosure. 7. Construction. In all cases, the language in all parts of this Environmental Indemnity shall be construed simply, according to its plain meaning, and not strictly for or against any party. s:\b\temecula\agency.env 070198 1204 5 8. Captions. The captions and paragraph headings contained herein are for convenience only and shall not be used in construing or enforcing any of the provisions of this Environmental Indemnity. 9. Recitals. The Recitals of this Environmental Indemnity are incorporated into and made a part hereof. 10. Counterparts. The parties may execute this Environmental Indemnity in any number of counterparts, each of which shall be deemed an original instrument but all of which together shall constitute one agreement. 11. Severabili~ of Provisions. If any provision of this Environmental Indemnity shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity and shall not invalidate the remainder of such provision or any of the remaining provisions of this Environmental Indemnity or the Loan Documents. 12. Legal Fees. In the event of the bringing of any action or suit by a party hereto against another party hereunder by reason of any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Environmental Indemnity, then in that event, the prevailing party in such action or dispute shall be entitled to have and recover of and from the other party all reasonable costs and expenses of suit, including actual attorneys' fees. 13. Joint and Several Liability. If more than one party is executing this Environmental Indemnity, the obligations of such parties shall be joint and several. 14. Time. Time is of the essence with respect to every provision of this Environmental Indemnity. 15. Waivers. No provision of this Environmental Indemnity may be changed, waived, discharged or terminated orally, by telephone or by any other means except by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. // // // // s:\b\tcmecula\agcncy. env 070198 1023 6 16. Delay in Enforcement. No 'failure or delay in the part of Lender to exercise any right, power or privilege under this Environmental Indemnity shall operate as a waiver of any privilege, power or right contained in this Environmental Indemnity. IN WITNESS WHEREOF, this Environmental Indemnity has been executed as of the date first above written. BORROWER: TEMECULA GARDENS, L.P., a California limited partnership By: Affirmed Housing Group, a California corporation General Parmer By: Its: LENDER: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By: Executive Director s :\b\temecula\agcncy.*nv 070198 1023 7 ITEM 4 TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: FROM: DATE: SUBJECT: Ronald E. Bradley, Executive Director and Redevelopment Agency Board Marilyn Whisenand, Redevelopment Consultant July 14, 1998 Acquisition of a Note for Property located at 28545 Front Street (APN 922-036- 031 )for the Affordable Housing Program Prepared By: John Meyer, Housing and Redevelopment Manager RECOMMENDATION: The Redevelopment Agency: 1. Adopt a resolution entitled: RESOLUTION NO. RDA 98- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS" FOR ACQUISITION OF A NOTE FOR CERTAIN REAL PROPERTY LOCATED AT 28545 FRONT STREET (APN 922-036-031) IN THE CITY OF TEMECULA BACKGROUND: Per Agency direction, staff has been working with Mr. and Mrs. Roy Black regarding the purchase of the above noted property. An offer of $345,000 was accepted by the property owner and the property was put into escrow. During escrow it became evident that Mr. Black could not deliver the property per the conditions of the purchase and sale agreement. Staff is now recommending that the Agency purchase the note from the underlying note holder, Mr. Lynn Ackley. Mr Ackley has agreed to sell the note at the appraised value of the property. The property is in foreclosure and scheduled for sale on July 30, 1998. The intention is to purchase the note and acquire the property through the foreclosure process. The present balance of the loan is $318,027.01 with the total cost to redeem the property through foreclosure of $345,194.53. At present there is one tenant on the property and it is estimated that relocation cost for the tenant will be $15,000. A Phase I Environmental Analysis has been conducted on the property and has determined there is little or no likelihood that hazardous waste or unacceptable soil conditions are present on the property. The purchase is an all cash transaction with the Agency paying all closing costs. Additional fund authorization in the amount of $15,000 is requested to cover escrow, R:\OLDTOWNLACKLEY.CC 7/6/98 jrm 1 closing costs, appraisal and soils testing fees. The $345,000 represents an all inclusive settlement and full payment of just compensation for the acquisition of all property interests. The acquisition of property for affordable housing is programmed in the RDA's five year implementation Plan. RDA Affordable Housing Funds in the amount of $1 Million have been included in the 1998-99 Capital Improvement Program Budget for this purpose. Re-use proposals for the subject property are now in progress and will be returned to the RDA for review and approval at a future date. FISCAL IMPACT: The $375,000 acquisition cost will be funded by the Affordable Housing Units, Land Acquisition/Project Development (Account No. 165-199-812-5804), which currently has a $2.3 Million balance. Attachments: Resolution Purchase and Sale Agreement R:\OLDTOWNrxAC~LEY.CC 7/6/98 jrm 2 Attachment No. 1 Resolution R:\OLDTOWNL~EY.CC 7/6/98 jrm ~ RESOLUTION NO. RDA 98- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS" FOR ACQUISITION OF A NOTE FOR CERTAIN REAL PROPERTY LOCATED AT 28545 FRONT STREET (APN 922- 036-031) IN THE CITY OF TEMECULA THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DOES RESOLVE AS FOLLOWS: Section 1. The Redevelopment Agency does hereby find, determine and declare that: a. The Agency is currently implementing the Redevelopment Plan for Redevelopment Project No. 1--1988, originally approved by the Board of Supervisors of Riverside County on July 12, 1988 prior to the incorporation of the City and subsequently approved and transferred to the Redevelopment Agency of the City of Temecula on April 9, 1991 (the "Plan"). b. The Agency has established a Low and Moderate Income Housing Fund pursuant to the provisions of Health and Safety Code Section 33433 for the purposes of increasing, improving and preserving the supply of low and moderate income housing within the Project Area and the City. c. The Agency proposes to purchase the property described in the attached "Purchase and Sale Agreement and Joint Escrow Instructions" for acquisition of a Note for certain real property located at 28545 Front Street (APN 922-036-031), in the City of Temecula ("Property") for the purposes of increasing, improving and preserving the supply of low and moderate income housing within the Project Area and the City as the property is zoned for mixed use residential housing. d. The acquisition of the Property for low and moderate income housing purposes is consistent with the Redevelopment Plan and with the Implementation Plan adopted by the Agency. Additionally, acquisition of the Property and the improvement and preservation of low and moderate income housing thereon will assist in the elimination of blight in the Project Area. e. The acquisition of the Note for Property is exempt from the provisions of the California Environmental Quality Act pursuant to 14 Cal. Admin. Code 15326. Moreover, the EIR approving the Plan addressed the impacts of housing development in the area of the Property. R:\OLDTOWN~CKLEY.RES 7/7/98 jrm Section 2. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby approves that certain agreement entitled "Purchase and Sale Agreement and Joint Escrow Instructions" for acquisition of a note for certain real property located at 28545 Front Street (APN 922-036-031) in the City of Temecula and authorizes the Chairperson to execute the Agreement in substantially the form attached hereto as Exhibit A. Section 3. The Secretary shall certify the adoption of this Resolution. PASSED, APPROVED AND ADOPTED, by the Board of Directors of the Temecula Redevelopment Agency this 14th day of July, 1998. Karel F. Lindemans, Chairperson ATTEST: Susan W. Jones, CMC Acting Agency Secretary/City Clerk [SEAL] R:\OLDTOWN~CKLEY.RES 7/7/98 jrm STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, Acting Secretary of the Temecula Redevelopment Agency, do hereby certify that the foregoing Resolution No. RDA 98-__ was duly and regularly adopted by the Board of Directors of the Temecula Redevelopment Agency at a regular meeting thereof held on the 14th day of July, 1998, by the following vote: AYES AGENCYMEMBERS NOES: AGENCY MEMBERS: ABSENT: AGENCY MEMBERS: Susan W. Jones, CMC Acting Agency Secretary/City Clerk R:\OLDTOWN~ACKLEY.RES 7/7/98 jrm Attachments No. 2 Purchase and Sale Agreement R: \OLDTOWN~ACKLEY.CC 7/6/98 jrm 4 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (the "Agreement") is executed as of the __ day of , 1998 by and between THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA ("Buyer"), and LYNN E. ACKLEY AND SANDRA ACKLEY, husband and wife as joint tenants (collectively, "Seller"). Buyer and Seller may be referred to herein individually as a "Party" and collectively as the "Parties." RECITALS A. Seller is the holder of that certain Promissory Note Secured by Deed of Trust dated March 1, 1993 (the "Note"), executed by Roy G. Black and Victoria Black (collectively, the "Borrower"), in favor of Seller in the original principal sum of Three Hundred and Twenty Five Thousand Dollars and No/100 Dollars ($325,000.00). The Note is secured by that certain Deed of Trust with Assignment of Rents dated March 1, 1993 (the "Deed of Trust"), executed by Borrower, as Trustor, for the benefit of Seller as Beneficiary, and by First American Title Insurance Company, as Trustee, and recorded May 12, 1993 as Instrument No. 177366 in the Official Records of Riverside County, California. The Deed of Trust encumbers certain real property described therein (the "Property"). B. The Note matures on May 1, 2003, and the indebtedness evidenced by the Note is currently delinquent. As of March 30, 1998, the outstanding indebtedness evidenced by the Note secured by the Deed of Trust was as follows: (i) unpaid principal of $ ; (ii) accrued and unpaid interest of $ ; and (iii) unreimbursed expenses incurred by Seller in the enforcement of Borrower's obligations thereunder in the amount of $ On May 30, 1998, Seller caused First American Title Insurance Company, a California corporation, in its capacity as Trustee under the Deed of Trust, to record a Notice of Default in respect of the Property. Said Trustee subsequently recorded a Notice of Default in respect of the Property. C. Buyer recognizes that the development of the Property will facilitate the effectuation of the Redevelopment Plan for the Project Area in which the Property is located and will further the purposes of the Redevelopment Plan. Buyer wishes to purchase the Property in order to facilitate development of the Property. D. The Parties acknowledge that Buyer has entered into that certain Purchase And Sale Agreement and Escrow Instructions (the "Purchase Agreement") by and between Borrower, as seller therein, and Buyer, as buyer therein whereby Buyer agreed to purchase the Property from Borrower. The Parties believe Borrower is unable to deliver marketable title to the Property to Buyer as required pursuant to the terms and conditions of the Purchase Agreement. This Agreement is expressly conditioned on Borrower's termination 980701 11087-00001 sj 1491193 0 of the Purchase Agreement and the release of all claims, causes of action and liability to Buyer arising out of or in any way related to the Purchase Agreement. E. The Note, Deed of Trust, the other documents executed in connection therewith, together with all modifications and amendments therefor are collectively referred to herein as the "Loan Documents". F. Buyer wishes to purchase the Note from Seller and Seller wishes to sell the Note to Buyer upon the terms and conditions set forth herein. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows: 1. Seller hereby agrees to sell the Note to Buyer on or before __, 1998 (the "Closing Date") upon payment to Seller by Buyer of the sum of Three HUNDRED AND FORTY FIVE DOLLARS ($345,000.00) (the "Purchase Price") in immediately available funds. Buyer hereby agrees to (a) purchase the Note from Seller on the Closing Date for the Purchase Price, (b) and to tender the Purchase Price to Seller on or before the Closing Date, subject to the terms and conditions set forth below. 2. Concurrently with Buyer's tender of the Purchase Price, Seller shall deliver the following items to Buyer: (a) the original Note, together with a dully executed Allonge in the form of Exhibit "A" attached hereto and incorporated herein by this reference; (b) a duly executed and acknowledged Assignment of Beneficial Interest in Deed of Trust in the form of Exhibit "B" attached hereto and incorporated herein by this reference;; (c) the original 1993 ALTA Standard Lenders Policy of Title Insurance issued by First American Title Insurance Company on May 12, 1993 under Policy Number 1971842-JP insuring the beneficial interest of the Deed of Trust in the amount of $325,000.00; 3. Seller represents and warrants that Seller has not transferred, encumbered, conveyed, pledged, mortgaged or negotiated the Promissory Note or the Deed of Trust and that Seller is the rightful and proper owner of the Note. Seller further represents and warrants that this Agreement constitutes a valid obligation binding upon Seller and is enforceable against Seller in accordance with its terms. 980701 11087-00001 sj 1491193 0 -- 2 - 4. Seller's obligations hereunder shall be contingent upon the tender by Buyer of the Purchase Price to Seller on or before the Closing Date together with each and all of the other items required hereunder to be delivered to Seller prior to the Closing Date. 5. Buyer's obligations hereunder shall be contingent upon termination of the Purchase Agreement or Borrower's release of Buyer from all claims, causes of action or liability arising out of or in any way related to the Purchase Agreement, as determined by Buyer in Buyer's sole and absolute discretion and the delivery of all items required hereunder to be delivered to Buyer as of the Closing Date. 6. Buyer has requested First American Title Insurance Company irrevocably commit to issue a CLTA 104.1 indorsement, at Buyer's expense, to Buyer on and as of the Closing Date insuring the assignment of the beneficial interest under the Deed of Trust to Buyer. The issuance of said indorsement is a condition to the sale of the Note and payment of the Purchase Price. 7. Within 10 days of the Closing Date, Seller shall notify Borrower that Seller no longer has any right, title or interest in and to the Note. 8. The Parties shall at their own cost and expense execute and deliver such documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement. 9. The Parties shall absorb their own costs and expenses (including fees and disbursements of counsel) in connection with the negotiation, preparation and execution of this Agreement and the other documents listed in Section 2 above. Any and all title insurance fees and recording charges shall be paid by Buyer. 10. This Agreement shall be governed by and construed under the laws of the State of California. This Agreement may be executed in one or more counterparts, each and all of which shall constitute but one instrument. 11. By its respective execution and delivery of this Agreement, the Parties respectively represent and warrant that the execution, delivery and performance of this Agreement has been duly authorized, as applicable, by all necessary corporate and/or partnership action. 12. If either Party hereto shall commence any action or file any proceeding in connection with the enforcement of its respective rights under this Agreement or in connection with any breach or purported breach of the other Party's obligations hereunder, the prevailing Party in such action or proceeding shall be entitled to have all of its attorneys' fees and out-of-pocket expenditures reimbursed by the losing Party in such action or proceeding. (Signature Page Follows) 980701 11087-00001 sj 1491193 0 -- 3 -- IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. "BUYER" THE REDEVELOPMENT AGENCY FOR THE CITY OF TEMECULA By: Its: "SELLER" Lynn E. Ackley Sandra Ackley 980701 11087-00001 sj 1491193 0 -- 4 - EXHIBIT "A" ALLONGE Pay to the order of THE REDEVELOPMENT AGENCY FOR THE CITY OF TEMECULA, without recourse or warranty of any type or nature. DATED: ,1998 Lynn E. Ackley Sandra Ackley This Allonge is to be attached to and form a part of that certain Installment Note dated March 1, 1993, executed by ROY G. BLACK AND VICTORIA BLACK, in favor of Lynn E. Ackley and Sandra Ackley in the original principal amount of $325,000.00 980701 11087-00001 sj 1491193 0 -- 5 -- EXHIBIT "B" Recording requested by and when recorded mail to: The Redevelopment Agency For the City of Temecula 43200 Business Park Drive Temecula, California 92589 Attention: Don Hillberg ASSIGNMENT OF BENEFICIAL INTEREST IN DEED OF TRUST For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LYNN E. ACKLEY AND SANDRA ACKLEY, HUSBAND AND WIFE, AS JOINT TENANTS (collectively "Assignor") hereby grants, assigns and transfers to THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, all of Assignor's right, title and interest in and to that certain Deed of Trust with Assignment of Rents, dated March 1, 1993 (the "Deed of Trust"), executed by ROY G. BLACK AND VICTORIA BLACK, HUSBAND AND WIFE, as Trustor, for the benefit of LYNN E. ACKLEY AND SANDRA ACKLEY, HUSBAND AND WIFE, AS JOINT TENANTS and recorded on May 12, 1993, as Instrument No. 177366 in the Official Records of Riverside County, California as heretofore amended, together with (i) all indebtedness and obligations secured thereby, (ii) all money due and to become due thereon or thereunder with interest, and (iii) all rights accrued or to accrue under the Deed of Trust. DATED: , 1998 Lynn E. Ackley Sandra Ackley 980701 11087-00001 sj 1491193 0 -- 6 -- State of California } } County of } On , 19 , before me, , a Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (seal) 980701 11087-00001 sj 1491193 0 -- 7 - State of California } } County of } On , 19 , before me, , a Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (seal) 980701 11087-00001 sj 1491193 0 -- 8 -- WINCHESTER HILLS FINANCING AUTHORITY ITEM I MINUTES OF A REGULAR MEETING OF THE TEMECULA WINCHESTER HILLS FINANCING AUTHORITY JUNE 23, 1998 A regular meeting of the City of Temecula Winchester Hills Financing Authority was called to order at 8:33 P.M., at the City Council Chambers, 43200 Business Park Drive, Temecula, Califomia. Chairman Comerchero presiding. PRESENT: 5 AUTHORITY MEMBERS: Ford, Lindemans, Roberts, Stone, and Comerchero. ABSENT: 0 AUTHORITY MEMBER: None. Also present were Executive Director Bradley, City Attomey Thorson, and Acting City Clerk Jones. PUBLIC COMMENTS None. CONSENT CALENDAR 1. Minutes 1.1 Approve the minutes of June 16, 1998. MOTION: Authority Member Linderoans moved to approve Consent Calendar Item No. 1. The motion was seconded by Authority Member Stone and voice vote reflected unanimous approval. AUTHORITY BUSINESS 2. Issuance of Bonds for Community Facilities District No 98-1 (Winchester Hills) 2.1 Adopt a resolution entitled: RESOLUTION NO. WHFA 98-11 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE WINCHESTER HILLS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR COMMUNITY FACILITIES DISTRICT NO. 98-1 (WINCHESTER HILLS), APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT, AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS Minutes. WHFA\062398 I Temecula Winchester Hills Financina Authority 062398 confirming that the authorization of these bonds would not jeopardize any City and/or Redevelopment funds; that the property will be secured by the land; and that for the first five years of debt service, Lennar Homes has offered an irrevocable letter of credit to ensure that the debt service payments are made as required. MOTION: Authority Member Linderoans moved to adopt Resolution No. WHFA 98-11. The motion was seconded by Authority Member Lindemarts and voice vote reflected unanimous approval. Chairman Comerchero relayed his pleasure to be working wih a company such as Lennar Homes. EXECUTIVE DIRECTOR'S REPORT No comments. AUTHORITY MEMBERS' REPORTS No comments. ADJOURNMENT At 8:38 P.M., the Temecula Winchester Hills Financing Authority meeting was formally adjourned to Tuesday, July 14, 1998, at 7:00 P.M., City Council Chambers, 43200 Business Park Drive, Temecula, California. Jeff Comerchero, Chairman ATTEST: Susan W. Jones, CMC City Clerk/Authority Secretary [SEAL] Minutes. WHFA\062398 2 ITEM 19 TO: FROM: DATE: SUBJECT: APPROVAL ~ CITY ATTORNEY DIRECTOR OF FINANCE n~. _ CITY MANAGER ~ CITY OF TEMECULA AGENDA REPORT City Manager/City Council Gary Thornhill, Community Development Director July 14, 1998 Planning Application No. PA95-0130 (Development Agreement Amendment) Prepared by: Carole K. Donahoe, AICP, Project Planner RECOMMENDATION: 1. Adopt a resolution entitled: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADOPTING A NEGATIVE DECLARATION AND THE MITIGATION MONITORING PROGRAM FOR PLANNING APPLICATION NO. PA95-0130 2. Read by title only and introduce an ordinance entitled: ORDINANCE NO. 98- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN DEVELOPMENT AGREEMENT ENTITLED "SECOND AMENDMENT TO DEVELOPMENT AGREEMENT NO. 90-1.," WITH WESTSIDE BUSINESS CENTRE, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY 3. Adopt a resolution entitled: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "PARKLAND IMPROVEMENT AGREEMENT," FOR THE MURRIETA CREEK PILOT PARK R:\STAFFRPT\130PA95.CC2 7/7/98 cd 1 BACKGROUND: This case was continued by the City Council at their June 23, 1998 meeting. At that meeting, the Council opened the public hearing and took testimony from the applicant Bill Dendy, and from Jeannie Gillen, Coordinator of the Murrieta Creek Pilot Project. During their deliberation, the Council requested that the City Attorney craft a revised Second Amendment to Development Agreement No. 90-1 that provides the following: The proposed Murrieta Creek Pilot Project which may be developed by the applicant at the northeast corner of Winchester Road and Diaz Road, may be accepted by the Temecula Community Services District. The City reserves the option to accept the Pilot Park should it be developed to TCSD standards and studies conducted by the City determine that the Pilot Project is a riscally feasible component to the long-range vision of City recreation and conservation plans. The applicant shall submit to the City Director of Community Development for review and approval a conceptual landscape plan to be used in the event that the Pilot Park is not completed within two years of the execution of this Second Amendment to Development Agreement. The conceptual landscape plan shall follow standards used previously in the development of the linear parks on two acres in the interior of the Westside Business Centre (Lots 12 and 95). o The applicant shall bond for installation of landscaping on the five (5) acres proposed for the Pilot Park. The bond shall follow standard City practices for the execution of a Faithful Performance Bond and Agreement, using a surety company, cash deposit or certificate of deposit. The Bond amount shall be determined by the Director of Community Development upon the submittal by the applicant of the conceptual landscape plan and cost estimates. The Bond amount shall be based on the lowest of three cost estimates. The bond and agreement shall be executed and in place prior to the issuance of any permit on Lot 12 or 95 of the Westside Business Centre. The applicant shall provide evidence of the Winchester Road dedication to the City, or rededicate this roadway prior to the issuance of any permit on Lot 12 and 95 of the Westside Business Centre. ENVIRONMENTAL DETERMINATION: An Initial Study has been prepared for this project. The Initial Study determined that although the proposed project could have a significant effect on the environment, these effects are not considered to be significant due to mitigation measures contained in the project design. Any potentially significant impacts will be mitigated. FISCAL IMPACT: The existing two-acre linear park is currently being maintained by the business park property owners association. This association will also maintain the landscaping or the proposed Pilot Park. However, should the proposed Pilot Park be accepted by the City, it would be maintained by Temecula Community Services District, at an estimated annual cost of $34,848. No other negative fiscal impact is anticipated. The elimination of the existing two- acre linear park would encourage industrial uses of the site. R:\STAFFRPT\130PA95.CC2 7/7/98 cd 2 FINDINGS: 1. .. The development to be carried out pursuant to the Second Amendment to Development Agreement No. 90-1 is consistent with the General Plan. The Second Amendment to Development Agreement No. 90-1 and the development to be carried out hereunder complies with all other applicable requirements of State law and City ordinances. ATTACHMENTS: 1. ., City Council Resolution No. 98- , Negative Declaration and Mitigation Monitoring Program - Page 4 a. Initial Study - Page 8 b. Mitigation Monitoring Program - Page 23 City Council Ordinance No. 98- , Planning Application No. PA95-0130, Amendment to Development Agreement - Page 29 a. Exhibit A Second Amendment to Development Agreement No. 90-1 - Page 32 City Council Resolution No. 98- , Planning Application No. PA95-0130, Parkland Agreement for the Murrieta Creek Pilot Park Project - Page 44 a. Exhibit A - Parkland Agreement text - Page 48 June 17, 1998 Planning Commission Staff Report - Page 61 June 23, 1998 City Council Staff Report - Page 62 R:\STAFFRPT~I30PA95.CC2 7/7/98 cd 3 ATTACHMENT NO. 1 CITY COUNCIL RESOLUTION NO. 98- NEGATIVE DECLARATION AND MITIGATION MONITORING PROGRAM R:\STAFFRPT\130PA95.CC2 7/6/98 cd 4 ATTACHMENT NO. 1 RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADOPTING A NEGATIVE DECLARATION AND MITIGATION MONITORING PROGRAM FOR PLANNING APPLICATION NO. PA95-0130, AMENDMENT TO DEVELOPMENT AGREEMENT, ON PROPERTY LOCATED ON THE NORTH SIDE OF WINCHESTER ROAD, EAST OF THE RANCHO SANTA ROSA MOUNTAINS, SOUTH OF CHERRY STREET, AND INCLUDING MURRIETA CREEK TO THE EAST WHEREAS, Westside Business Centre, LLC filed Planning Application No. PA95-0130 in accordance with the City of Temecula and State CEQA Guidelines; WHEREAS, Planning Application No. PA95-0130 was processed including, but not limited to public notice, in the time and manner prescribed by State and local law; WHEREAS, the Planning Commission considered Planning Application No. PA95-0130 on June 17, 1998, 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 opposition to this matter; WHEREAS, at the conclusion of the Commission hearing, and after due consideration of the testimony, the Commission recommended approval of Planning Application No. PA95-0130, and adoption of a Negative Declaration and Mitigation Monitoring Program; WHEREAS, the City Council conducted a public hearing pertaining to Planning Application No. PA95-0130 on June 23, 1998, and July 14, 1998, at which time the City staff and interested persons had opportunity to, and did, testify either in support or opposition to Planning Application No. PA95-0130; WHEREAS, the City Council received a copy of the Commission proceedings and Staff Report regarding Planning Application No. PA95-0130; NOW, THEREFORE, THE CITY OF TEMECULA CITY COUNCIL DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. by reference. That the above recitations are true and correct and are hereby incorporated R:\STAFFRPT\130PA95.CC2 7/6/98 cd 5 Section 2. Findings. That the City of Temecula City Council hereby makes the following findings: 1. The development to be carried out pursuant to the Second Amendment to Development Agreement No. 90-1 is consistent with the General Plan. 2. The Second Amendment to Development Agreement No. 90-1 and the development to be carded out hereunder complies with all other applicable requirements of State law and City ordinances. 3. The Initial Study of Environmental Impacts indicates that while there may be some potential impacts on the environment, revisions have been made to the project such that the potential impacts have been reduced to a level of insignificance. Section 3. Adoption. That the City Council for the City of Temecula hereby adopts the Negative Declaration and the Mitigation Monitoring Program for Planning Application No. PA95-0130, Second Amendment to Development Agreement No. 90-1. R:\STAFFRPT\130PA95.CC2 7/6/98 cd 6 PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula this 14th day of July, 1998. ATTEST: Ron Roberts, Mayor Susan W. Jones, CMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, City Clerk of the City of Temecula, California, do hereby certify that Resolution No. 98-_ was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof held on the 14th day of July, 1998, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Susan W. Jones, CMC City Clerk R:\STAFFRPT\I30PA95.CC2 7/7/98 cd 7 EXHIBIT A INITIAL STUDY R:\STAFFRPT\130PA95.CC2 7/6/98 cd 8 CITY OF TEMECULA Environmental Checklist 1. Project Title: Lead Agency Name and Address: Contact Person and Phone Number: 4. Project Location: Project Sponsor's Name and Address: 6. General Plan Designation: 7. Zoning: 8. Description of Project: Surrounding Land Uses and Setting: Planning Application No. PA95-0130 (Amendment to Development Agreement) City of Temecula, 43200 Business Park Drive, Temecula, CA 92590 Carole K. Donahoe, AICP, Project Planner (909) 694-6400 For properties on the north side of Winchester Road, east of the Rancho Santa Rosas, south of Cherry Street, and including Murrieta Creek to the east. Westside Business Centre: Bill Dendy, 41975 Winchester Road, Temecula, CA 92590 BP Business Park and OS Open Space LI Light Industrial and OS-C Conservation To amend Development Agreement No. 90-1 (Second Amendment) deleting the requirement to provide a 15 O-foot wide linear park on parcels 12 and 95 of Parcel Map No. 21383, and clarifying the requirement to landscape approximately five acres of Murrieta Creek with a Pilot Park. The area is a partially developed business park, with e:dsting buildings, facilities, buildings under construction, rough graded pads and vacant properties. Murrieta Creek runs along the eastern boundary of the business park. R:\STAFFRPT\130PA95.CC2 7/6/98 cd 9 ENVIRONMENTAL FACTORS POTENTIALLY AFFECTED: The environmental factors checked below would be potentially affected by this project, involving at least one impact that is a "Potentially Significant Impact" as indicated by the checklist on the following pages. [ ] Land Use and Planning [ ] [ ] Population and Housing [ ] [X] Geologic Problems [ ] [X] Water [ ] [ ] Air Quality IX] [X] Transportation/Circulation [ ] [ ] Biological Resources [ ] [ ] Energy and Mineral Resources [ ] Hazards Noise Public Services Utilities and Service Systems Aesthetics Cultural Resources Recreation Mandatory Findings of Significance DETERMINATION On the basis of this initial evaluation: I find that although the proposed project could have a significant effect on the environment, there will not be a significant effect in this case because the mitigation measures described on an attached sheet have been added to the project. A NEGATIVE DECLARATION will be prepared. Signature Date: Printed Name: Carole K. Donahoe For: May 26, 1998 City of Temecula R: \STAFFRPT\i 30PA95.CC2 7/6/98 cd 10 ISSUES AND SUPPORTING INFORMATION SOURCES Potentially Significant Impact Potentially Significant Unless Less Than Mitigation Significant No Incorporated Impact hnpact LAND USE AND PLANNING. Would the proposal: a. Conflict with general plan designation or zoning? (Source 1, Figure 2-1, Page 2-17) [ ] b. Conflict with applicable environmental plans or policies adopted by agencies with jurisdiction over the project? [ ] c. Be incompatible with existing land use in the vicinity? (Source 1, Figure 2-1, Page 2-17) [ ] d. Affect agricultural resources or operations (e.g. impacts to soils or farmlands, or impacts from incompatible land uses)? (Source 1, Figure 5-4, Page 5-17) [ ] e. Disrupt or divide the physical arrangement of an established community (including low-income or minority community)? [ ] [ ] [ ] ix] [] [] ix] [] [] [Xl [] [] ix] [] [1 ix] Discussion of the Environmental Impacts The project will not conflict with general plan designation or zoning, applicable environmental plans or polices adopted by agencies with jurisdiction over the project, nor is it incompatible with existing land uses in the vicinity. The project is consistent with the City's General Plan Land Use Designation of BP (Business Park) and OS (Open Space), as well as the Zoning of LI (Light Industhai) and OS-C Conservation. Impacts from all General Plan Land Use Designations were analyzed in the Environmental Impact Report for (EIR) the General Plan. Agencies with jurisdiction within the City commented on the scope of the analysis contained in the EIR and how the land uses would impact their particular agency. Mitigation measures approved with the EIR will be applied to this project. Further, all agencies with jurisdiction over the project have been given the opportunity to comment on the project and it is anticipated that they will make the appropriate comments as to how the project relates to their specific environmental plans or polices. The site has been previously gn-aded and services are in proximity of the project site. According the General Plan, the Pilot Park site is identified as a resource conservation area within the Open Space Conservation Plan. The development of the site as a park meets the objectives of this Plan. No significant effects are anticipated as a result of this project. ld. The project ;viii not affect agricultural resources or operations. Although the site is within an area designated as farmlands of local importance, the site is not under Williamson Act contract, does not contain agricultural facilities, nor is being actively farmed. The Westside Business Park is already pm-tially developed, and the balance of the Business Park has already been prepared for development, with i~rCrastructure installed and in place. No significant effects are anticipated as a result of this project. le. The project will not disrupt or divide the physical mrangement of an established community (including low-income or minority community). The project is in an area sun-ounded by land that is currently planned to be developed with similar industrial uses. There is no established residential community (including low-income or minority community) at this site. No significant eft~cts are anticipated as a result of this project. 2. POPULATION AND HOUSING. Would be proposal: a. Cumulatively exceed official regional or local population projects? [] [] [] [~ R:\STAFFRPT\130PA95.CC2 7/6/98 cd 11 ISSUES AND SUPPORTING INFORMATION SOURCES Potentially Significant Potentially Unless Less Than Significant Mitigation Significant No Impact Incorporated Impact Impact Induce substantial growth in an area either directly or indirectly (e.g. through project in an undeveloped area or extension of major infrastructure)? [] [] [] [~ c. Displace existing housing, especially affordable housing? (Source 1, Figure 2-1, Page 2-17) [] [] [] [~ Discussion of the Environmental Impacts 2a. The project will not cumulatively exceed official regional or local population projections. The two parcels that are currently developed as a linear park contain an identified Alquist-Priolo Special Studies Zone. It is unlikely that, due to the restrictions on habitable structures within a Special Studies Zone, the parcels will be developed into uses that foster population growth. Since the project is consistent with the City's General Plan, it will not be a significant contributor to population growth which will cumulatively exceed official regional or local population projections. No significant effects are anticipated as a result of this project. 2b. The project will not induce substantial grox~q~h in the area either directly or indirectly. The project is consistent with the General Plan Land Use Designation of Business Park and Open Space. It is unlikely that the project ~vill cause people in any significant numbers to relocate to or within Temecula. No significant effects are anticipated as a result of this project. 2c. The project will not displace housing, especially affordable housing. No housing exists within the business park. No significant effects are anticipated as a result of this project. 3. GEOLOGIC PROBLEMS. Would the proposal result in or expose people to potential impacts involving? a. Fault rupture? (Source 1,Figure7-1,Page7-6; Sources4, 5,6) [ ] b. Seismic ground shaking? (See a.) [ ] c. Seismic ground failure, including liquefaction? (Source 1, Figure 7-2, Page 7-8) [ ] d. Seiche, tsunami, or volcanic hazard? [ ] e. Landslides or mudflows? [ ] f. Erosion, changes in topography or unstable soil conditions form excavation, grading or fill? [ ] g. Subsidence of the land? (Source 1, Figure 7-2, Page 7-8) [ ] h. Expansive soils? [ ] I. Unique geologic or physical features? [ ] [x] [ ] [ ] ix] [] [] [x] [] [] [ ] [ ] IX] [] [] IX] [~ [] [] [~ [] [] [~ [] [] [] [] [~ ga. Discussion of the Environmental Impacts The linear park site is traversed by a distinct, thoroughgoing fault with evidence of Holocene-age activity. The geologic report prepared for the underlying parcel map defined a fault zone with two branches and recommended a restricted use zone 150 feet wide. The August 29, 1997 EnGEN report further defined the restricted use zone, varying its width from 120 feet at the south boundary to 170 feet at the no~theru boundary of the fault line. Mitigation measures shall require that no structures for human occupancy be permitted within the restricted use zone. All other mitigation recommendations from the Geologic Reports and the County Geologist shall be conditions of approval for any development project on the property. The Pilot Park site does not lie within an identified fault hazard zone. R:\STAFFRPT\130PA95.CC2 7/6/98 cd 12 ISSUES AND SUPPORTING INFORMATION SOURCES Potentially Significant Potentially Unless Less Than Significant Mitigation Significant No Impact Incorporated Impact Impact 3b,c,g,h. The Pilot Park site lies within a liquefaction hazard area, an area of potential subsidence, mad Ground Shaking Zone II (all of Temecula is in Zone I1). Liquefaction may induce surface subsidence on the site in the range of 0.1 to 1.4 inches. Geologic reports from adjacent parcel maps recommend that the effects of liquefaction, including loss of bearing capacity, surface subsidence and lateral spreading should be re-evaluated for each individual structure when grading and building plans become available. Soils reports addressing these issues shall be made a condition of approval for any future development. The soils reports will contain recommendations for the compaction of the soil which will serve to mitigate any potentially significant impacts from seismic ground shaking, seismic ground failure, liquefaction, subsidence and expansive soils. Any potentially significant impacts will be mitigated through building construction which is consistent with Uniform Building Code standards. 3d. The project will not expose people to a seiche, tsunami or volcanic hazard. The project is not located in an area where any of these hazards could occur. No significant effects are anticipated as a result of this project. 3e. The project will not expose people to landslides or mudflows. The Final Environmental Impact for the City of Temecula General Plan has not identified any known landslides or mudslides located on the site or proximate to the site. No significant impacts are anticipated as a result of this project. 3f. Increased wind and water erosion of soils both on and off-site may occur during the construction phase of the project and remain high until disturbed areas are replanted. The project may result in changes in siltation, deposition or erosion. Erosion control techniques will be included as a condition of approval for development of the property. In the long-run, hardscape and landscaping will serve as permanent erosion control for development and the Pilot Park project. Potentially unstable soil conditions from excavation, grading or fill will be mitigated ttu-ough the use of landscaping, the retention of natural vegetation whenever feasible, the use of watering trucks and hydroseeding of disturbed areas after grading, and proper compaction of the soils. After mitigation measures are performed, no impacts are anticipated as a result of this project. 3i. The project will not impact unique geologic or physical features. No unique geologic features or physical features exist on the site. No significant impacts are anticipated as a result of this project. 4. WATER. Would the proposal result in: a. Changes in absorption rates, drainage patterns, or the rate and amount of surface runoff?. (Source 7) [ ] b. Exposure of people or property to ~vater related hazards such as flooding? (Source 1, Figure 7-3, Page 7-10 and Figure 7-4, Page 7-12; Source 7) [ ] c. Discharge into surface waters or other alteration of surface water quality (e.g. temperature, dissolved oxygen or turbidity)? (See a. and b.) [ ] d. Changes in the amount of surface water in any water body7 [ ] e. Changes in currents, or the course or direction of water movements? [ ] f. Change in the quantity of ground waters, either through direct additions or withdrawals, or through interception of an aquifer by cuts or excavations or through substantial loss of groundwater recharge capability? [ ] g. Altered direction or rate of flow of groundwater? [ ] h. Impacts to groundwater quality? [ ] [. Substantial reduction in the amount of groundwater otherwise available for public water supplies? [ ] [x] [ ] [ ] ix] [ ] [ ] [x] [ ] [ ] [ ] [x] [ ] [ ] [x] [ ] [ ] [x] [ ] [ ] [x] [ ] [ ] [x] [ ] [] [] ix] R:\STAFFRPT\130PA95.CC2 7/6/98 ed 13 ISSUES AND SUPPORTING INFORMATION SOURCES Potentially Significant Potentially Unless Less Than Significant Mitigation Significant No Impact Incorporated Impact Impact Discussion of the Environmental Impacts 4a. The project will result in changes to absorption rates, drainage patterns and the rate and amount of surface runoff. Previously permeable ground will be rendered impervious if buildings or additional hardscape be constructed. While absorption rates and surface runoff will change, potential impacts shall be mitigated ttu'ough site design. Drainage conveyances will be required for the project to safely and adequately handle runoff which is created. After mitigation measures are performed, no significant impacts are anticipated as a result of this project. 4b. The Pilot Park site is located within the inundation area for Murrieta Creek and within the 100-year Flood Boundary of Mumeta Creek as identified in the City of Temecula General Plan Final Environmental Impact Report. Development would require consistency with Federal Emergency Management Agency requirements and a Dam Inundation Evacuation Plan if necessary. The project will be protected from flooding by the construction of storm drain improvements and by elevating any future building sites above the Murrieta Creek Floodplain elevation of 1026. Impacts can be mitigated by utilizing existing emergency response systems and by assuring that these systems continue to maintain adequate service provision as the City develops. After mitigation measures are in place, no significant impacts are anticipated as a result of this project. 4C. The project may have a potentially significant effect on discharges into surface waters and alteration of surface water quality. Prior to issuance of a grading permit for the project, the developer will be required to comply with the requirements of the National Pollutant Discharge Elimination System (NPDES) permit from the State Water Resources Control Board. No grading shall be permitted until an NPDES Notice of Intent has been filed or the project is shown to be exempt. By complying with the NPDES requirements, any potential impacts can be mitigated to a level less than significant. No significant impacts are anticipated as a result of this project. 4d,e. The project will have a less than significant impact in a change in the amount of surface water in any waterbody or a change in currents, or to the course or direction of ~vater movements. Additional surface runoff will occur because previously permeable ground will be rendered impervious by construction of buildings, accompanying hardscape and driveways. Due to the limited scale of the project, the additional amount of drainage will not considered significant. Less than significant impacts are anticipated as a result of this project. 4f, g,h. The project will have a less than significant change in the quantity and quality of ground waters, either through direct additions or withdra~vals, or through interception of an aquifer by cuts or excavations or through substantial loss of groundwater recharge capability. Limited changes will occur in the quantity and quality of ground waters; however, due to the minor scale of the project, they will not be considered significant. Further, construction on the site will not be at depths sufficient to have a significant impact on ground waters. Less than significant impacts are anticipated as a result of this project. 4i. The project will not result in a substantial reduction in the amount of groundwater othersvise available for public water supplies. According to information contained in the Final Environmental Impact Report for the City of Temecula General Plan, "Rancho California Water District indicates that they can accommodate additional water demands." Water service currently exists in the immediate proximity to the project. Water service will need to be provided by Rancho California Water District (RCWD). This is typically provided upon completion of financial arrangements between RCWD and the property owner. No significant impacts are anticipated as a result of this project. R:\STAFFRPT\130PA95.CC2 7/6/98 cd 14 ISSUES AND SUPPORTING INFORMATION SOURCES Potentially Significant Potentially Unless Less Than Significant Mitigation Significant No Impact Incorporated Impact Impact 5. AIR QUALITY. Would the proposal: a. Violate any air quality standard or contribute to an existing or projected air quality violation? (Source 1, Page 2-29) b. Expose sensitive receptors to pollutants? [] [] [] [~ [] [] [] [~ c. Alter air movement, moisture or temperature, or cause any change in climate? [ ] [ ] [ ] [X] d. Create objectionable odors? [ ] [ ] [X] [ ] Discussion of the Environmental Imp acts 5a. The project will not violate any air quality standard or contribute to an existing or projected air quality violation. Future development on the parcels will be subject to the floor area ratio range specified within the General Plan. No significant impacts are anticipated as a result of this project. 5b. The project will not expose sensitive receptors to pollutants. There are no significant pollutants in proximity to the project. No significant impacts are anticipated as a result of this project. 5C. The project will not alter air movement, moisture or temperature, or cause any change in climate. The limited scale of the project precludes it from creating any significant impacts on the environment in this area. No significant impacts are anticipated as a result of this project. 5d. The project may create objectionable odors during any construction, hoxvever these impacts will be of short duration and are not considered significant. 6. TRANSPORTATION/CIRCULATION. Would the proposal result in: a. Increase vehicle trips or traffic congestion? (Source 8) b. Hazards to safety from design features (e.g. sharp curves or dangerous intersection or incompatible uses)? c. Inadequate emergency access or access to nearby uses? d. Insufficient parking capacity on-site or off-site? e. Hazards or barriers for pedestrians or bicyclists? f. Conflicts with adopted policies supporting alternative transportation (e.g. bus turnouts, bicycle racks)? g. Rail, waterborne or air traffic impacts? [] ix] [] [] [] [] [] [~ [] [] [] [~ [] [] [] [~ [] [1 [] [~ [1 [1 [] [~ [] [] [] [~ Discussion of the Environmental Impacts 6a. A traffic study was prepared for several parcel maps within the Westside Business Park, and the study's recommendations have been incorporated in conditions of approval for these maps. The study indicated that projected future traffic would generate a peak hour Level of Service D or better at all intersections within the scope of the study. The original study's recommendations shall apply to development of the property, which include the extension of Diaz Road, the provision of traffic signals at certain intersections, the restriping of Winchester Road, and the contribution to the construction of the Overland crossing. R:\STAFFRPT\130PA95.CC2 7/6/98 cd 15 ISSUES AND SUPPORTING INFORMATION SOURCES Potentially Significtmt Potentially Unless Less Than Significant Mitigation Significant No Impact Incorporated Impact Impact 6b. The project will not result in hazards to safety from design features. If development is proposed on the parcels identified as containing an Alquist Priolo Special Studies Zone, its design would require compliance with A-P Zone restfictions. The Pilot Park design has been reviewed for compliance with safety and development standards of the City. No significant impacts are anticipated as a result of this project. 6C. The project will not result in inadequate emergency access or access to nearby uses. The Pilot Park is designed to current City standards and has adequate emergency access. No significant impacts are anticipated as a result of this project. 6d. Development in the project area will be conditioned to provide sufficient parking capacity on-site. Off-site parking will not be impacted. No significant impacts are anticipated as a result of this project. 6e. The project will not create hazards or barriers for pedestrians or bicyclists. Diaz Road along the Pilot Park site is designated as a Class I Bicycle Trail per the General Plan. The Pilot Park design includes a pedestrian and bicycle trail and amenities for pedestrians and cyclists. No significant negative impacts are anticipated as a result of this project. 6f. The project will not result in conflicts with adopted policies supporting alternative transportation. Development in the project area will be conditioned to provide bicycle, motorcycle and pedest~-ian access and facilities. The Pilot Park supports alternative transportation in its design and provision of amenities. No significant impacts are anticipated as a result of this project. 6g. The project will not result in impacts to rail, xvaterborne or air traffic since none exists cun-ently in the immediate proximity of the project. No significant impacts are anticipated as a result of this project. BIOLOGICAL RESOURCES. Would the proposal result in impacts to: a. Endangered, threatened or rare species or their habitats (including but not limited to plants, fish, insects, animals and birds)? (Source 9, 10 and 14) b. Locally designated species (e.g. heritage trees)? (See a.) c. Locally designated natural communities (e.g. oak forest, coastal habitat, etc.)? (See a.) d. Wetland habitat (e.g. marsh, riparian and vernal pool)? e. Wildlife dispersal or migration corridors? [ ] [ ] [ ] ix] [ ] [ ] [ ] ix] [] [] [1 ix] [] [] [] [~ [] [] [] [~ Discussion of the Environmental Impacts 7a. The project will not result in an impact to endangered, threatened or rare species or their habitats, including, but not lirrdted to plants, fish, insects, animals and birds. Both the linear park site and Pilot Park site have been graded. Biological surveys have been conducted on properties within the business park, which indicate that the area cannot be regarded as a significant biological resource and is relatively devoid of biological resources. The Murrieta Creek Channel and Santa Gertrudis Creek are designated as sensitive riparian habitats, however the creek channels are excluded from the development of the Pilot Park. The General Plan ac 'knowledges that wildlife corridors can exist in conjunction with recreation trails and other open space uses. Further mitigations may be required by State and Federal resource agencies relative to channel improvements. The project site is located within the Stephen's Kangaroo Rat Habitat Fee Area. Habitat Conservation fees will be required to mitigate the efl~ct of cumulative impacts to the species. No significant impacts are anticipated as a result of this project. R:\STAFFRPTXI30PA95.CC2 7/6/98 cd 16 ISSUES AND SUPPORTING INFORMATION SOURCES Potentially Significant Potentially Unless Less Than Significant Mitigation Significant No Impact Incorporated Impact Impact 7b. 7C. The project will not result in an impact to locally designated species. Locally designated species are protected in the Old Town Temecula Specific Plan; however, they are not protected elsewhere in the City. Since this project is not located in Old Town, and since there are no locally designated species on site, no significant impacts are anticipated as a resuk of this project. The project will not resuk in an impact to locally designated natural communities. Biological surveys and assessments have been conducted in several areas of the business park, which determined that the area could not be regarded as significant. No significant impacts are anticipated as a result of this project. 7d. The project will not result in an impact to wetland habitat. The Murrieta Creek Charmel is excluded from the Pilot Park project. Further mitigations may be required by State and Federal resource agencies relative to channel improvements. No significant impacts are anticipated as a result of this project. 7e. The project will not result in an impact to wildlife dispersal or migration corridors. The project site does not serve as part of a migration corridor. No significant impacts are anticipated as a result of this project. 8. ENERGY AND MINERAL RESOURCES. Would the proposal: a. Conflict with adopted energy conservation plans? [ ] b. Use non-renewal resources in a wasteful and inefficient manner? [ ] c. Result in the loss of availability of a known mineral resource that would be of future value to the region and the residents ofthe State? [ ] [] [] [xl [] IX] [] [] [] ix] Discussion of the Environmental Impacts ga. The project will not impact and/or conflict with adopted energy conservation plans. The project will be reviewed for compliance with all applicable laws pertaining to energy conservation during the plan check stage. No permits will be issued unless the project is found to be consistent with these applicable laws. No significant impacts are anticipated as a result of this project. 8b. The project will result in a less than significant impact for the use of non-renewable resources in a wasteful and inefficient manner. While there will be an increase in the rate of use of any natural resource and in the depletion of nonrenewable resource(s) (construction materials, fuels for the daily operation, asphalt, lumber) and the subsequent depletion of these non-renewable natural resources, due to the scale of the proposed development, these impacts are not seen as significant. 8C. The project will not result in the loss of availability of a known mineral resource that would be of future value to the region and the residents of the State. No known mineral resource that would be of future value to the region and the residents of the State are located at this project site. No significant impacts are anticipated as a result of this project. 9. HAZARDS. Would the proposal involve: a. A risk of accidental explosion or release of hazardous substances (including, but not limited to: oil, pesticides, chemical or radiation)? b. Possible interference with an emergency response plan or emergency evacuation plan? [] [1 [] [xl [] [1 [] IX] R:\STAFFRPT\130PA95.CC2 7/6/98 cd 17 ISSUES AND SUPPORTING INFOR3dATION SOURCES Potentially Significant Potentially Unless Less Than Significant Mitigation Significant No Impact Incorporated Impact Impact c. The creation of any health hazard or potential health hazard? d. Exposure of people to existing sources of potential health hazards? e. Increase fire hazard in areas with flammable brush, grass, or trees? [1 [] [] [~ [] [] [] [~ [] [] [] [~ Discussion of the Environmental Impacts 9a. The project will not result in a risk of explosion, or the release of any hazardous substances in the event of an accident or upset conditions since none are proposed in the request. The same is true for the use, storage, transport or disposal of any hazardous or toxic materials. The Department of Environmental Health has reviewed the project and the applicant must receive their clearance prior to any plan check submittal. This applies to storage and use of hazardous materials. No significant impacts are anticipated as a result of this project. 9b. The project will not interfere ~vith an emergency response plan or an emergency evaluation plan. The subject site is not located in an area which could impact an emergency response plan. The project will take access from a maintained street and will therefore not impede any emergency response or emergency evacuation plans. No significant impacts are anticipated as a result of this project. 9C. The project will not result in the creation of any health hazard or potential health hazard. Development at the project site will be reviewed for compliance with all applicable health laws dm-ing the plan check stage. No permits will be issued unless the project is found to be consistent with these applicable laws. No significant impacts are anticipated as a result of this project. 9d. The project will not expose people to existing sources of potential health hazards. No health hazards are known to be within proximity of the project. No significant impacts are anticipated as a result of this project. 9e. The project will not result in an increase to fire hazard in an area with flammable brush, grass, or trees. The project is in an area of industrial/office/warehouse development. The project is not located within or proximate to a fire hazard area. No significant impacts are anticipated as a result of this project. 10. NOISE. Would the proposal result in: a. Increase in existing noise levels? (Source 1, Page 8-9) b. Exposure of people to severe noise levels? [] [] ~] [] [1 [] IX] [] Discussion of the Environmental Impacts 10a. The proposal will result in a less than significant increase to existing noise levels. The site is cmTently vacant and development of the land logically will result in increases to noise levels during construction phases as well as increases to noise in the area over the long run. Long-term noise generated by this project would be similar to existing and proposed uses in the area. Less than significant noise impacts are anticipated as a result of this project in either the short or long-tenn. lob. The project may expose people to severe noise levels during the development/construction phase (short run). Construction machinery is capable of producing noise in the range of 100+ DBA at 100 feet which is considered very annoying and can cause hearing damage fi-om steady 8-hour exposure. This source of noise will be of short duration and therefore will not be considered significant. There will be no long-term exposure of people to noise. Less than significant impacts are anticipated as a result of this project. R:\STAFFRPT\130PA95.CC2 7/6/98 cd 18 ISSUES AND SUPPORTING INFORIvIATION SOURCES 11. PUBLIC SERVICES. Would the proposal have an effect upon, or result in a need for new or altered government services in any of the following areas: Potentially Significmxt Potentially Unless Less Than Significant Mitigation Significant No Impact Incorporated Impact Impact a. Fire protection? [ ] [ ] [X] [ ] b. Police protection? [ ] [ ] [X] [ ] c. Schools? [ ] [] [X] [ ] d. Maintenance of public facilities, including roads? [ ] [ ] [X] [ ] e. Other governmental services? [ ] [ ] [ ] [X] Discussion of the Environmental Impacts 1 la,b. The project will have a less than significant impact upon, or result in a need for new or altered fire or police protection. The project will incrementally increase the need for fn:e and police protection; however, any development will contribute its fair share to the maintenance of service provision from these entities. Less than significant impacts are anticipated as a result of this project. llc. The project will have a less than significant impact upon, or result in a need for new or altered school facilities. The project will not cause significant numbers of people to relocate within or to the City of Temecula and therefore will not result in a need for new or altered school facilities. Less than significant impacts are anticipated as a result of this project. 11d. The project will have a less than significant impact for the maintenance of public facilities, including roads. Funding for maintenance of roads is derived from the Gasoline Tax which is distributed to the City of Temecula from the State of California. Impacts to current and future needs for maintenance of roads as a result of development of the site will be incremental, however, they will not be considered significant. The Gasoline Tax is sufficient to cover any of the proposed expenses. Less than significant impacts are anticipated as a result of this project. 11 e. The project will not have an effect upon, or result in a need for new or altered governmental services. No significant impacts are anticipated as a result of this project. 12, UTILITIES AND SERVICE SYSTEMS. Would the proposal result in a need for new systems or supplies, or substantial alterations to the following utilities: a. Power or natural gas? [ ] [ ] [ ] [X] b. Communications systems? [ ] [ ] [ ] [X] c. Local or regional water treatment or distribution facilities? [ ] [ ] [ ] [X] d. Sewer or septic tanks? [ ] [ ] [ ] IX] e. Storm water drainage? [ ] [ ] IX] [ ] f. Solid waste disposal? [ ] [ ] [ ] IX] g. Local or regional water supplies? [ ] [ ] [ ] IX] Discussion of the Environmental Impacts 12a. The project will not result in a need for new systems or supplies, or substantial alterations to power or natural gas. These systems are currently being delivered in proximity to the site. No significant impacts are anticipated as a result of this project. R:\STAFFRPT\130PA95.CC2 7/6/98 cd 19 ISSUES AND SUPPORTING INFORMATION SOURCES Potentially Significant Potentially Unless Less Than Significant Mitigation Significant No Impact Incorporated Impact Impact 12b. The project will not result in a need for new systems or supplies, or substantial alterations to cominunication systems (reference response No. 12.a.). No significant impacts are anticipated as a result of this project. 12c. The project will not result in the need for new systems or supplies, or substantial alterations to local or regional water treatment or distribution facilities. No significant impacts are anticipated as a result of this project. 12d. The project will not result in a need for new systems or supplies, or substantial alterations to sanitary sewer systems or septic tanks. While the project will have an incremental impact upon existing systems, the Final Environmental Impact Report 07EIR) for the City's General Plan states: "both EMWD and RCWD have indicated an ability to supply as much water as is required in their services areas (p. 39)." The FEIR further states: "implementation of the proposed General Plan would not significantly impact wastewater services (p. 40)." Since the project is consistent with the City's General Plan, no significant impacts are anticipated as a result of this project. There are no septic tanks on site or proximate to the site. No significant impacts are anticipated as a result of this project. 12e. The proposal will result in a less than significant need for ne~v systems or supplies, or substantial alterations to storm water drainage. Any development of the site may require some additional on-site drainage systems. The drainage system will be required as a condition of approval for development and will tie into the existing system. Less than significant impacts are anticipated as a result of this project. 12f. The proposal will not result in a need for new systems or substantial alterations to solid waste disposal systems. Any potential impacts from solid waste created by this development can be mitigated through participation in the Source Reduction and Recycling Programs implemented by the City. No significant impacts are anticipated as a result of this project. 12g. The project will not result in a need for new systems or supplies, or substantial alterations to local or regional water supplies. Reference response 12.d. No significant impacts are anticipated as a result of this project. 13. AESTHETICS. Would the proposal: a. Affect a scenic vista or scenic highway? [ ] [ ] [ ] [X] b. Have a demonstrable negative aesthetic effect? [ ] [ ] [ ] [X] c. Create light or glare? [ ] [X] [ ] [ ] Discussion of the Environmental Impacts 13.a. The project will not affect a scenic vista or scenic highway. Development in the project site shall be conditioned to be compatible and consistent with existing industrial buildings in the Westside Business Center and to conform to its Design Manual and the City's adopted Design Guidelines. No significant impacts are anticipated as a result of this project. 13b. The project will not have a negative effect. Development at the project site will be required to be consistent development and the City's Design Guidelines. No significant impacts are anticipated as a result of this project. 13c. The project may have a potentially significant impact from light and glare. The project may produce and result in light/glare, as all development of this nature results in new light sources. All light and glare has the potential to impact the Mount Palomar Observatory. Development will be conditioned to be consistent xvith Ordinance No. 655 (Ordinance Regulating Light Pollution). With mitigation measures in place, no significant impacts are anticipated as a result of this project. R:\STAFFRPT\130PA95.CC2 7/6/98 cd 20 ISSUES AND SUPPORTING INFORMATION SOURCES Potentially Significant Impact Potentially Significant Unless Less Than Mitigation Significant No Incorporated Impact Impact 14. CULTURAL RESOURCES. Would the proposal: a. Disturb paleontological resources? (Source 2, Figure 55, Page 280; Source 11) [ ] b. Disturb archaeological resources? (Source 1, Figure 56, Page 283; Source 12) [ ] c. Affect historical resources? (Source 2, Page 281) [ ] d. Have the potential to cause a physical change which would affect unique ethnic cultural values? [ ] e. Restrict existing religious or sacred uses within the potential impact area? [ ] ix] [ ] [ ] ix] [] [] [] [] [x] [x] [] [] ix] [] [] Discussion of the Environmental Impacts 14a. The existing linear park construction would have required grading of the site. Any impacts to paleontological resources would have been reviewed and mitigated at the time of grading. The Pilot Park site is not within a paleontologically sensitive area according to the General Plan. No significant impacts are anticipated as a result of the project. 14b,d,e. The existing linear park construction would have required grading of the site. Any impacts to archaeological resources would have been revie~ved and mitigated at the time of grading. The Pilot Park site is not within an archaeologically sensitive area according to the General Plan. No significant impacts are anticipated as a result of the project. 14.c. The site is not listed as an identified historical site in the inventory contained in the City's General Plan Final Environmental Impact Report. No significant impacts are anticipated as a result of this project. 15. RECREATION. Would the proposal: a. Increase the demand for neighborhood or regional parks or other recreational facilities? [ ] b. Affect existing recreational opportunities? [ ] [ ] ix] [ ] [ ] IX] [ ] Discussion of the Environmental Impacts 15a,b. The project will not have an adverse impact nor increase in demand for neighborhood or regional parks or other recreational facilities. The project will eliminate two acres of linear park which has been little used in the past. However, the proposed Pilot Park offers five acres of hiking, cycling, picnicking, and other recreational activities. The Pilot Park will enhance the quality and quantity of existing recreational resources or opportunities in the City. No significant impacts are anticipated as a result of this project. 16. MANDATORY FINDINGS OF SIGNIFICANCE. Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number of restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? [] [] [] [~ R:\STAFFRPT\130PA95.CC2 7/6/98 ed 21 Does the project have the potential to achieve short-term, to the disadvantage of long-term, environmental goals? Does the project have impacts that area individually limited, but cumulatively considerable? CCumulatively considerable" means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects). [] [] [] [~ [] [] [] [~ Does the project have environmental effects which will cause substantial adverse effects on human beings, either directly or indirectly? 17. EARLIER ANALYSES. Various. [] [] [] [~ SOURCES 1. City of Temecula General Plan. 2. City of Temecula General Plan Final Environmental Impact Report. 3. South Coast Air Quality Management District CEQA Air Quality Handbook. 4. Geotechnical Investigation Report by Schaefer Dixon Associates, dated June 7, 1989 5. Response to County Geologic Review Sheet by Schaefer Dixon Associates, dated August 15, 1989, and County Geologic Report No. 627, dated August 3, 1989 by Steven Kupferman 6. Fault Location Investigation by EnGEN Corporation, dated August 29, 1997 7. Drainage Study by HLC Civil Engineering received September 23, 1997 8. Traffic Review by RKJK dated 1990 and RKJK update letter dated 10/3/97 9. Biological Survey and Assessment by Paul Principe& Associates dated January 1983 10. Biological Assessment by Howard Lee dated January 4, 1988 11. Paleontological Survey & Assessment by Paul Langenwalter II, dated January 1989 12. Archaeological Assessment by Christopher E. Drover, Ph.D., dated January 28, 1989 13. Architectural Guideline and Design Manual for Westside Business Centre 14. Phase I Quino Checkerspot Butterfly Study by Principe and Associates dated March 5, 1998 R:\STAFFRPT\130PA95.CC2 7/6/98 cd 22 EXHIBIT B MITIGATION MONITORING PROGRAM R:\STAFFRPT\130PA95.CC2 7/6/98 ed 23 Geologic Problem~ General Impact: Mitigation Measures: Specific Processes: Mitigation Milestone: Responsible Monitoring Party: Mitigation Monitoring Program Planning Application No. PA95-0130 Amendment to Development Agreement Erosion, changes in topography or unstable soil conditions from excavation, grading or fill. Planting of slopes consistent with Ordinance No. 457. Submit erosion control plans for approval by the Department of Public Works. Prior to the issuance of a grading permit. Department of Public Works. General Impact: Mitigation Measures: Specific Processes: Mitigation Milestone: Responsible Monitoring Party: Erosion, changes in topography or unstable soil conditions from excavation, grading or fill. Planting of on-site landscaping that is consistent with the Development Code. Submit landscape plans that include planting of slope to the Planning Department for approval. Prior to the issuance of a building permit. Planning Department. General Impact: Mitigation Measure: Specific Process: Mitigation Milestone: Responsible Monitoring Party: Exposure of people or property to seismic ground shaking, seismic ground failure, landslides or mudflows, expansive soils or earthquake hazards. Ensure that soil compaction is to City standards. A soils report prepared by a registered Civil Engineer shall be submitted to the Department of Public Works with the initial grading plan check. Building pads shall be certified by a registered Civil Engineer. Prior to the issuance of grading permits and building permits. Department of Public Works and Building & Safety Department. R:\STAFFRPT\130PA95.CC2 7/6/98 cd 24 General Impact: Mitigation Measure: Specific Process: Mitigation Milestone: Responsible Monitoring Party: Water General Impact: Mitigation Measure: Specific Process: Mitigation Milestone: Responsible Monitoring Party: General Impact: Mitigation Measure: Specific Process: Mitigation Milestone: Responsible Monitoring Party: Exposure of people or property to seismic ground shaking, seismic ground failure, landslides or mudflows, expansive soils or earthquake hazards. Utilize construction techniques that are consistent with the Uniform Building Code. Submit construction plans to the Building & Safety Department for approval. Prior to the issuance of building permits. Building & Safety Department The project will result in changes to absorption rates, drainage patterns and the rate and amount of surface runoff. Methods of controlling runoff, from site so that it will not negatively impact adjacent properties, including drainage conveyances, have been incorporated into site design and will be included on the grading plans. Submit grading and drainage plan to the Department of Public Works for approval. Prior to the issuance of grading permit. Department of Public Works. Discharge into surface waters or other alteration of surface water quality (e.g. temperature, dissolved oxygen or turbidity). An erosion control plan shall be prepared in accordance with City requirements and a Storm Water Pollution Prevention Plan (SWPPP) shall be prepared in accordance with the National Pollution Discharge Elimination System (NPDES) requirements. The applicant shall submit a SWPPP to the San Diego Regional Water Quality Control Board (SDRWQCB) for their review and approval. Prior to the issuance of a grading permit. Department of Public Works and SDRWQCB (tbr SWPPP). R:\STAFFRPT\I30PA95.CC2 7/6/98 cd 25 Transportation/Circulation General Impact: Mitigation Measure: Specific Process: Mitigation Milestone: Responsible Monitoring Party: General Impact: Mitigation Measure: Specific Process: Mitigation Milestone: Responsible Monitoring Party: Biological Resources General Impact: Mitigation Measure: Specific Process: Mitigation Milestone: Responsible Monitoring Party: Increase in vehicle trips or traffic congestion. Payment of Public Facility Fee for road improvements and traffic impacts. Payment of the Public Facilities Development Impact Fee in accordance with Chapter 15.06 of the Temecula Municipal Code. Prior to the issuance of occupancy permits. Department of Public Works. Insufficient parking capacity on-site or off-site. Provide on-site parking spaces to accommodate the use. Install on-site parking spaces. Prior to the issuance of occupancy permits. Department of Public Works, Planning Department and Building & Safety Department. Endangered, threatened or rare species or their habitats (including but not limited to plants, fish, insects, animals and birds). Pay Mitigation Fee for impacts to Stephens Kangaroo Rat. Pay $500.00 per acre of disturbed area of Stephens Kangaroo Rat habitat. Prior to the issuance of a grading permit. Department of Public Works and Planning Department R:\STAFFRPT\130PA95.CC2 7/6/98 cd 26 Public Services General Impact: Mitigation Measure: Specific Process: Mitigation Milestone: Responsible Monitoring Party: General Impact: Mitigation Measure: Specific Process: Mitigation Milestone: Responsible Monitoring Party: General Impact: Mitigation Measure: Specific Process: Mitigation Milestone: Responsible Monitoring Party: A substantial effect upon and a need for new/altered governmental services regarding fire protection. The project will incrementally increase the need for fire protection; however, it will contribute its fair share to the maintenance of service provision. Payment of Fire Mitigation Fees. Payment of the Public Facilities Development Impact Fee in accordance with Chapter 15.06 of the Temecula Municipal Code. Prior to the issuance of building permit. Building & Safety Department A substantial effect upon and a need for new/altered schools. No significant impacts are anticipated. Payment of School Fees. Pay current mitigation fees with the Temecula Valley Unified School District. Prior to the issuance of building permits. Building & Safety Department and Temecula Valley Unified School District. A substantial effect upon and a need for maintenance of public facilities, including roads. Payment of Public Facility Fee for road improvements, traffic impacts, and public facilities. Payment of the Public Facilities Development Impact Fee in accordance with Chapter 15.06 of the Temecula Municipal Code. Prior to the issuance of building permits. Department of Public Works. R:\STAFFRPT\130PA95.CC2 7/6/98 cd 27 AESTHETICS General Impact: Mitigation Measure: Specific Process: Mitigation Milestone: Responsible Monitoring Party: The creation of new light sources will result in increased light and glare that could affect the Palomar Observatory. Use lighting techniques that are consistent with Ordinance No. 655. Submit lighting plan to the Building and Safety Department for approval. Prior to the issuance of a building permit. Building & Safety Department. R:\STAFFRPT\130PA95.CC2 7/6/98 cd 28 ATTACHMENT NO. 2 CITY COUNCIL ORDINANCE NO. 98- PLANNING APPLICATION NO. PA95-0130, AMENDMENT TO DEVELOPMENT AGREEMENT R:\STAFFRPT\130PA95.CC2 7/6/98 cd 29 ATTACHMENT NO. 2 ORDINANCE NO. 98- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA, CALIFORNIA, APPROVING THAT CERTAIN DEVELOPMENT AGREEMENT ENTITLED "SECOND AMENDMENT TO DEVELOPMENT AGREEMENT NO. 90-1," WITH WESTSIDE BUSINESS CENTRE, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY THE CITY COUNCIL OF THE CITY OF TEMECULA, STATE OF CALIFORNIA, DOES ORDAIN AS FOLLOWS: Section 1. Westside Business Centre, LLC filed Planning Application No. PA95-0130 in accordance with the City of Temecula General Plan and Development Code. Public hearings have been held before the Planning Commission and City Council of the City of Temecula, State of California, pursuant to the Planning and Zoning law of the State of California, and the City Code of the City of Temecula. Section 2. Environmental Compliance. An Initial Study has been prepared for this project. The Initial Study determined that although the proposed project could have a significant effect on the environment, these effects are not considered to be significant due to mitigation measures contained in the project design. Any potentially significant impacts will be mitigated. The Council adopted Resolution No. 98- approving the Negative Declaration. Section 3. Findings. The City Council in approving the proposed Development Agreement Amendment makes the following findings, to wit: 1. The development to be carried out pursuant to the Second Amendment to Development Agreement No. 90-1 is consistent with the General Plan. 2. The Second Amendment to Development Agreement No. 90-1 and the development to be carried out hereunder complies with all other applicable requirements of State law and City ordinances. Section 4. The "Second Amendment to Development Agreement No. 90-1" by and between Westside Business Centre, LLC, a California Limited Liability Company, and the City of Temecula is hereby approved and the Mayor is hereby authorized and directed to execute the Second Amendment on behalf of the City of Temecula in substantially the form attached hereto as Exhibit A and incorporated herein by the reference. R:\STAFFRPT\130PA95.CC2 7/6/98 cd 30 Section 5. This Ordinance shall be in full force and effect thirty (30) days after its passage. The City Clerk shall certify to the adoption of this Ordinance. The City Clerk shall publish a smmnm~ of this Ordinance and a certified copy of the full text of this Ordinance shall be posted in the office of the City Clerk at least five days prior to the adoption of this Ordinance. Within 15 days from adoption of this Ordinance, the City Clerk shall publish a summary of this Ordinance, together with the names of the Councilmembers voting for and against the Ordinance, and post the same in the office of the City Clerk. Section 6. PASSED, APPROVED, AND ADOPTED this 14th day of July, 1998. ATTEST: Ron Roberts, Mayor Susan W. Jones, CMC City Clerk [SEAL] STATE OF CALIFORNIA COUNTY OF RIVERSIDE) SS CITY OF TEMECULA I, Susan W. Jones, CMC, City Clerk of the City of Temecula, California, do hereby certify that the foregoing Ordinance No. 98- was duly introduced and placed upon its first reading at a regular meeting of the City Council on the 14th day of July, 1998, and that thereafter, said Ordinance was duly adopted and passed at a regular meeting of the City Council of the City of Temecula on the 14th day of July, 1998 by the following roll call vote: AYES: NOES: ABSENT: COUNCILMEMBERS COUNCILMEMBERS COUNCILMEMBERS Susan W. Jones, CMC City Clerk R:\STAFFRPT\130PA95.CC2 7/7/98 cd 31 EXHIBIT A SECOND AMENDMENT TO DEVELOPMENT AGREEMENT NO. 90-1 TEXT R:\STAFFRPT\130PA95.CC2 7/6/98 cd 32 RECORDED AT REQUEST OF AND WHEN RECORDED RETURN TO: Susan Jones, City Clerk City of Temecula 43200 Business Park Dr. Temecula, Ca. 92590 EXEMPT FROM RECORDER'S FEES pursuant to Government Code Sections 6103 and 27383 SECOND AMENDMENT TO DEVELOPMENT AGREEMENT NO. 90-1 THIS SECOND AMEND1V~NT TO DEVELOPMENT AGREEMENT NO.90-1 is made and entered into as of July 14, 1998 by and between the City of Temecula, a municipal corporation ("City"), and Westside Business Centre LLC, a California limited liability company ("Owner"). In consideration of the mutual covenants and agreements contained herein, the City and Owner hereby agree as follows: 1. This Second Amendment is made with respect to the following facts which each of the parties agrees and acknowledges are true and correct: a. On October 18, 1990, the Owner's predecessor-in-interest, Rancho Core Associates No. 1, a California limited partnership, entered into that certain Development Agreement No. 1 with the City of Temecula (the "Development Agreement") which became effective on October 19, 1990. The Development Agreement was recorded as Document No. 385553 in the Official Records of the County of Riverside on October 19, 1990. b. On April 19, 1995, the successor to Rancho Core Associates No. 1., and the predecessor-in-interest to Owner, BA Properties, Inc., a Delaware corporation, and the City first amended the Development Agreement by entering into that certain Partial Termination of Development Agreement No. 90-1, which became effective on April 20, 1995. The Partial Termination of Development Agreement No. 90-1 was recorded as Document No. 12341 in the Official Records of the County of Riverside on April 20, 1995. c. The property which is subject to this Second Amendment ("Property") is described on Attachment 1 to this Second Amendment, which is attached hereto and incorporated herein as though set forth in full. R:\STAFFRPT\130PA95.CC2 7/6/98 cd 33 d. Owner and City now desire to modify the Development Agreement on the terms and conditions set forth below. for this Second Amendment. An environmental review has been conducted and approved f. On June 17, 1998 the Planning Commission held a duly noticed public hearing on this Second Amendment (Planning Application No. PA95-0130) and recommended to the City Council that it be approved. On June 23, 1998, the City Council held a duly noticed public hearing on this Second Amendment (Planning Application No. PA95-0130), which hearing was duly continued to July 14, 1998. The Council considered all of the information presented to it, including comments of the public, prior to adopting Ordinance No. 98- approving this Second Amendment. g. This Second Amendment is consistent with the present public health, safety, and welfare needs of the residents of the City of Temecula and the surrounding region. In approving this Second Amendment, the City has specifically considered and approved the impact and benefits of this Project upon the welfare of the region. No This Second Amendment is consistent with the City's General Plan. 2. Unless otherwise defined, the capitalized terms used in this Second Amendment shall have the same meanings as set forth in the Development Agreement. 3. The Development Agreement is hereby amended to provide that the Owner of the Property is now "Westside Business Centre LLC, a California limited liability company." 4. Section 2.7 (b) of the Development Agreement is amended by changing the names and addresses of the parties to whom notice shall be sent to read as follows: "If to City: City of Temecula 43200 Business Park Dr. Post Office Box 9033 Temecula, California 92589-9033 Attention: City Manager R:\STAFFRPT\130PA95.CC2 7/6/98 cd 34 With a copy to: Peter M. Thorson, Esq. Richards, Watson & Gershon 333 South Hope Street, 38th Floor Los Angeles, California 90071-1469 If to Owner: Westside Business Centre LLC c/o Dendy Real Estate & Investment Co. Attention: Bill J. Dendy, President 5. The obligation of the Owner to develop a linear park on three acres of property on Lots 12, 95 and 119 of the Property is hereby deleted and Section 4.2.1 (g) of the Development Agreement is hereby amended to read as follows: "(g) Owner shall develop and construct a park on not less than five (5) acres of property owned by Owner west of the Murietta Creek Channel, generally located east of Diaz Road and north of Winchester Road, which area is more specifically described on Exhibit F. to this Development Agreement, Legal Description of Park, which is attached hereto and incorporated herein by this reference as though set forth in full ("Park Property"). "(I) Concurrently with entering into the Second Amendment to this Development Agreement, the City and Owner entered in that certain agreement entitled "Parkland Improvement Agreement" dated as of July 14, 1998. Said Parkland Improvement Agreement sets forth the minimum design and construction requirements for the Park to be developed and constructed pursuant to this Section (the "Park"). City and Owner may amend in writing the Parkland Improvement Agreement without amending or modifying this Development Agreement. "(ii) Owner shall construct the Park described in this Section and shall record an irrevocable offer dedication of the Park to the City of Temecula, on forms acceptable to the City Manager, within two (2) years of the effective date of the Second Amendment to Development Agreement. Council shall determine in its sole and absolute discretion whether to accept the offer of dedication of the Park. If Council decides to accept the Offer of Dedication, Council's decision shall be made by resolution of the R:\STAFFRPT\130PA95.CC2 7/6/98 cd 35 Council. The conveyance of the Park and Park Property shall be complete upon recordation of the resolution in the Official Records of Riverside County. "(iii) If the Park is not developed and offered for dedication to the City within said two year period, Owner shall, at its sole cost and expense, landscape and irrigate the Park Property as a linear park pursuant to a landscaping plan approved by the Director of Community Development in accordance with the City's landscaping standards which had been applicable to the linear park previously proposed for Lots 12 and 95 of the Property. The landscaping, if needed, shall be completed within three (3) years of the effective date of the Second Amendment to the Development Agreement. Owner shall maintain the landscaping and provide water for irrigation, at its sole cost and expense, provided however, that Owner may, with the prior written consent of the City of the City Council, transfer the maintenance responsibility to a property owners' association in this area. (iv) Prior to the issuance of any permit on Lots 12 and 95 of the Property, Owner shall post with the City and thereafter maintain a surety bond, cash deposit or certificate of deposit guaranteeing the installation of the landscaping and irrigation on the Park Property pursuant to this subsection (iii.) of this section. The amount of the surety bond, cash deposit or certificate of deposit shall be determined by the Director of Community Development based upon the submittal by the Owner of the landscape plan required by sub section (iii.) of this section and the lowest of three estimates by reputable contractors of the costs of installing the approved landscaping. The surety bond, cash deposit or certificate of deposit shall be in a form approved by the City Attorney. The surety bond, cash deposit or certificate of deposit shall be maintained by the Owner until such time as the Park is accepted by the City or the landscaping on the Park Property is approved, installed and accepted for maintenance by the Owner or property owner's association. (v.) Within five (5) business days of the adoption by the City Council of the Ordinance approving the Second Amendment to the Development Agreement, Owner shall execute and submit to the City for recordation an irrevocable offer of dedication to the Riverside County Flood Control District, in a form acceptable to the District's Engineer, of that portion of the Property required for expansion and renovation of Murietta Creek. 6. Within five (5) business days of the adoption by the City Council of the Ordinance approving the Second Amendment to the Development Agreement, Owner shall execute and submit to the City for recordation an irrevocable offer of dedication to the City of the R:\STAFFRPT\130PA95.CC2 7/6/98 cd 36 right of way for Winchester Road which lies within the Owner's Property. The City Manager is hereby authorized to accept the dedication on behalf of the City and shall have the further authority to extend the time within which the offer of dedication shall be made to the City. 7. The Development Agreement is hereby amended to incorporate a new Exhibit F., Legal Description of Park, which exhibit is attached to this Second Amendment, and incorporated herein, as Attachment 2. 8. Owner warrants and represents to the City that the persons described on Attachment 3. to this Second Amendment are the holders of liens or encumbrances in the Property or otherwise hold a security interest in the Property and that no other persons hold liens or encumbrances in the Property or otherwise hold a security interest in the Property. All of the persons described on Attachment 3. shall consent to this Second Amendment and subordinate their rights in the Property to this Second Amendment. 9. Except as specifically modified by the terms of this Second Amendment, all other terms and conditions of Development Agreement No. 90-1 shall remain in full force and effect. 10. The effective date of this Second Amendment to Development Agreement No. 90-1 shall be the date on which it is recorded in the Official Records of Riverside County. IIIII IIIII R:\STAFFRPT\130PA95.CC2 7/6/98 cd 37 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above. CITY OF TEMECULA BY: Attest: Ronald Roberts Mayor Approved As to Form: Susan Jones City Clerk Peter M. Thorson City Attorney WESTSIDE BUSINESS CENTRE LLC, a California limited liability company By: Dendy Real Estate & Investments Co., Inc., a California corporation, Manager By: Bill J. Dendy President R:\STAFFRPT\I30PA95.CC2 7/6/98 cd 38 CONSENT AND SUBORDINATION OF INTERESTS OF HOLDERS OF LIENS, ENCUMBRANCES OR OTHER SECURITY INTEREST IN THE PROPERTY The undersigned entity ("Secured Party") holds a security interest in the property described on Exhibit A. to this Second Amendment in the form of a deed of trust recorded on as Document No. in the Official Records of the County of Riverside ("Deed of Trust"). The Secured Party acknowledges the existence and validity of the Second Amendment to the Development Agreement, consents to its recordation, and hereby subordinates the covenants, terms and conditions of its Deed of Trust to the Second Amendment. Executed on , 1998. Name of Entity: By: Name of Signer: Title of Signer: By: Name of Signer: Title of Signer: [All signatures must be notarized.] R:\STAFFRPT\130PA95.CC2 7/6/98 cd 39 ALL-PURPOSE ACKNOWLEDGMENT State of Califomia County of Riverside On , 1998, before me, , personally appeared [1 [] personally known to me -OR- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. SIGNATURE OF NOTARY CAPACITY CLAIMED BY SIGNER [] [] INDIVIDUAL(S) OFFICER(S) (TITLE[S]): [] [] [1 [1 [] PARTNER(S) ATTORNEY-IN-FACT TRUSTEE(S) CHAIRPERSON/MAYOR OTHER: SIGNER IS REPRESENTING: R:\STAFFRPT\130PA95.CC2 7/6/98 cd 40 ATTACHMENT 1. TO SECOND AMENDMENT LEGAL DESCRIPTION OF PROPERTY EXHIBIT "A" ALL THAT CERTAIN REAL PROPERTY IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, OF PARCEL MAP NO. 21383, AS SHOWN BY PARCEL MAP ON FILE IN BOOK 167 PAGES 18 THROUGH 25 THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL MAP 28084 AS SHOWN BY PARCEL MAP ON FILE IN BOOK 185 PAGES 51 THROUGH 53 THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. R:\STAFFRPT\130PA95.CC2 7/6/98 cd 41 ATTACHMENT 2. TO SECOND AMENDMENT NEW EXHIBIT F TO DEVELOPMENT AGREEMENT LEGAL DESCRIPTION OF PARK PARCEL 1: THAT PORTION OF PARCEL 2 OF PARCEL MAP NO. 4646, AS SHOWN BY PARCEL MAP ON FILE IN BOOK 6, PAGE 75 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LYING NORTHEASTERLY OF THE NORTHEASTERLY LINE OF DIAZ ROAD AS SHOWN SAID PARCEL MAP NO. 4646. PARCEL2: THAT PORTION OF PARCEL 3 OF PARCEL MAP NO. 4646, AS SHOWN BY PARCEL MAP ON FILE IN BOOK 6, PAGE 75 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LYING NORTHEASTERLY OF THE NORTHEASTERLY LINE OF DIAZ ROAD AS SHOWN SAID PARCEL MAP NO. 4646. EXCEPTING THEREFROM THAT PORTION AS CONVEYED TO THE EASTERN MUNICIPAL WATER DISTRICT BY DEED RECORDED JUNE 30, 1989 AS INSTRUMENT NO. 218392 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL3: THAT PORTION OF PARCEL 4 OF PARCEL MAP NO. 4646, AS SHOWN BY PARCEL MAP ON FILE IN BOOK 6, PAGE 75 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LYING NORTHEASTERLY OF THE NORTHEASTERLY LINE OF DIAZ ROAD AS SHOWN SAID PARCEL MAP NO. 4646. EXCEPTING THEREFROM THAT PORTION AS CONVEYED TO THE EASTERN MUNICIPAL WATER DISTRICT BY DEED RECORDED JUNE 30, 1989 AS INSTRUMENT NO. 218392 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. R:\STAFFRIYI'\130PA95.CC2 7/6/98 cd 42 ATTACHMENT 3. TO SECOND AMENDMENT LIST OF HOLDERS OF SECURITY INTERESTS IN PROPERTY R:\STAFFRPT\I30PA95.CC2 7/6/98 cd 43 ATTACHMENT NO. 3 CITY COUNCIL RESOLUTION NO. 98- PARKLAND AGREEMENT FOR THE MURRIETA CREEK PILOT PARK PROJECT R:\STAFFRPT\130PA95.CC2 7/6/98 ed 44 ATTACHMENT NO. 3 RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, CALIFORNIA, APPROVING THAT CERTAIN AGREEMENT ENTITLED "PARKLAND IMPROVEMENT AGREEMENT," FOR THE MURRIETA CREEK PILOT PARK PROJECT WHEREAS, concurrent with the execution of this Agreement, the City Council conducted a public hearing pertaining to Planning Application No. PA95-0130 (Amendment to Development Agreement) on June 23, 1998, and July 14, 1998, at which time interested persons had opportunity to testify either in support or opposition of Planning Application No. PA95-0130; WHEREAS, the City Council received a copy of the Commission proceedings and Staff Report regarding Planning Application No. PA95-0130; WHEREAS, concurrently with the approval of this Agreement, the City and Owner entered into the Second Amendment to Development Agreement No. 90-1 on July 14, 1998; WHEREAS, the Second Amendment amended Section 4.2.1 (g) of the Development Agreement which requires that the five (5) acres of property located west of the Murrieta Creek Channel, east of Diaz Road and north of Winchester Road, shall be developed as a park in accordance with the design and construction requirements set forth in this Parkland Improvement Agreement; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Findings. The City Council in approving the proposed Development Agreement Amendment makes the following findings, to wit: 1. The development to be carried out pursuant to the Second Amendment to Development Agreement No. 90-1 is consistent with the General Plan for Temecula and with all applicable requirements of State law and City ordinances. 2. The overall development of the land is designed for the protection of the public health, safety and general welfare. Section 2. Environmental Compliance. An Initial Study has been prepared for this project. The Initial Study determined that although the proposed project could have a significant R:\STAFFRPT\130PA95.CC2 7/6/98 cd 45 effect on the environment, these effects are not considered to be significant due to mitigation measures contained in the project design. Any potentially significant impacts will be mitigated. Section 3. The "Parkland Improvement Agreement" by and between Westside Business Centre, LLC and the City of Temecula is hereby approved and the Mayor is hereby authorized and directed to execute the Agreement on behalf of the City of Temecula in substantially the form attached hereto as Exhibit A and incorporated herein by this reference. Section 4. The City Clerk shall certify the adoption of this Resolution. Section 5. PASSED, APPROVED, AND ADOPTED this 14th day of July, 1998. Ron Roberts, Mayor R:\STAFFRPT\130PA95.CC2 7/6/98 cd 46 ATTEST: Susan W. Jones, CMC City Clerk [SEAL] STATE OF CALIFORNIA COUNTY OF RIVERSIDE) SS CITY OF TEMECULA I, Susan W. Jones, CMC, City Clerk of the City of Temecula, California, do hereby certify that Resolution No. 98-__ was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof held on the 14th day of July, 1998 by the following vote: AYES: COUNCILMEMBERS NOES: COUNCILMEMBERS ABSENT: COUNCILMEMBERS Susan W. Jones, CMC City Clerk R:\STAFFRPT\130PA95.CC2 7/9/98 cd 47 EXHIBIT A PARKLAND AGREEMENT R:\STAFFRPT\130PA95.CC2 7/6/98 cd 48 CITY OF TEMECULA PARKLAND IMPROVEMENT AGREEMENT This Parkland Improvement Agreement is made and entered into and shall be dated as of July 14, 1998 by and between the City of Temecula, California, a Municipal Corporation ("City"), and Westside Business Centre LLC, a California limited liability company ("Owner"). In consideration of the mutual covenants and agreements contained herein, the City and Owner hereby agree as follows: 1. Recitals. This Agreement is made with respect to the following facts which each of the parties agrees and acknowledges are true and correct: a. On October 18, 1990, the Owner's predecessor-in-interest, Rancho Core Associates No. 1, a California limited partnership, entered into that certain Development Agreement No. 1 with the City of Temecula (the "Development Agreement") which became effective on October 19, 1990. The Development Agreement at Section 4.2.1 (g) originally required the Owner to landscape approximately five (5) acres located west of the Riverside County Flood Control District Murietta Creek Channel, east of Diaz Road and north of Winchester Road and to cause the Owner's Association of the development to maintain three acres in the vicinity of Lots 12, 95 and 119 of Tract No. 21383 as a park. b. Concurrently with the approval of this Agreement, the City and Owner entered into the Second Amendment to Development Agreement No. 90-1 on July 14, 1998. This Second Amendment amended Section 4.2.1 (g) of the Development Agreement which requires that the five (5) acres of property located east of the Murietta Creek Channel, east of Diaz Road and north of Winchester Road, shall be developed as a park in accordance with the design and construction requirements set forth in this Parkland Improvement Agreement. The legal description of the property on which the park will be developed is attached hereto as Exhibit A and is incorporated herein by this reference as though set forth in full ("Park Property"). The Park Property is owned in fee by the Owner. 2. Design of Park Improvements a. Owner has submitted to the City construction plans for the Park ("Park Plans"), which plans are on file in the Office of the Director of Community Services. The Park Plans are hereby approved by the City. R:\STAFFRPT\130PA95.CC2 7/7/98 cd 49 b. The Owner shall construct the Parkland Improvements in accordance with the Park Plans and the City Standards. The Director of Community Services of the City shall approve any changes to the Park Plans. City reserves the right to modify the standards applicable to the Park Property, the Parkland Improvement Plans, and this Agreement, when necessary to protect the public health, safety or welfare or comply with applicable State or Federal law or City zoning ordinances. If Owner requests and is granted an extension of time for completion of the improvements, City may apply the standards in effect at the time of the extension. c. With in fifteen (15) business days of the approval of this Parkland Improvement Agreement, Owner shall submit an estimated cost of the Parkland Improvements, which cost estimate shall be approved by the Director of Community Services. 3. Owner's Obligations to Construct Parkland Improvements. Owner Shall: a. Complete all the work required to construct and install all of the Parkland Improvements in conformance with the Parkland Improvement Plans and the City Standards, at Owner's sole cost and expense, within two (2) years after the effective date of the Second Amendment to the Development Agreement; b. Furnish the necessary materials for completion of the Parkland Improvements in conformity with the approved Parkland Improvement Plans and City standards; c. Acquire and offer to dedicate to the City, at Owner's sole cost and expense, of the Park Property and all real property, rights-of-way, easements and other interests in real property necessary for construction or installation of the Parkland Improvements, free and clear of all liens and encumbrances. 4. Acquisition and Dedication of Easements or Rights-of-Way. If any of the Parkland Improvements and land development work contemplated by this Agreement are to be constructed or installed on land not owned by Owner, no construction or installation shall be commenced before: a. The offer of dedication to City or appropriate rights-of-way, easements or other interest in real property, and appropriate authorization from the property owner to allow construction or installation of the Improvements or work, or b. The dedication to, and acceptance by, the City of appropriate rights-of-way, easements or other interests in real property, and approved by the Department of R:\STAFFRPT\130PA95.CC2 7/7/98 cd 50 Public Works, as determined by the Director of Community Services. Nothing in this Section shall be construed as authorizing or granting an extension of time to Owner. 5. Acceptance of Park by City. For the benefit of City, the acceptance of the Owner's irrevocable offer of dedication of the Park and the Park Property by resolution of the City Council shall be contingent upon and subject to the occurrence of all of the following (or City's written waiver thereof, it being agreed that City can waive any or all such contingencies): a. The Park has been constructed in accordance with all approved plans. b. First American Title Company has issued a commitment to issue in favor of City of a CLTA Standard Coverage Owner's Policy of Title Insurance with liability equal to the value of the land and the value of the Park Improvements showing the fee interest in the Property vested in the City subject only to such title exceptions as are approved by the City Manager. c. City's approval of any environmental site assessment, soils or geological reports, or other physical inspections of the Park Property or the underlying real property. do The City Council decides in its sole and absolute discretion to accept the Park. 6. Inspection and Maintenance Period. a. Owner shall obtain City inspection of the Parkland Improvements in accordance with the City standards in effect at the time of approval of the Parkland Improvement Plans. Owner shall at all times maintain proper facilities and safe access for inspection of the Parkland Improvements by City inspectors and to the shops wherein any work is in preparation. Upon completion of the work, the Owner may request a final inspection by the Director of Community Services, or the Director of Community Service's authorized representative. If the Director of Community Services, or the designated representative, determines that the work has been completed in accordance with this Agreement, then the Director of Community Services shall certify the completion of the Parkland Improvements to the City Council. b. ninety (90) days after the No improvements shall Owner shall continue to maintain the Parkland Improvements for Director of Community Services determines they have been completed. be finally accepted unless the maintenance period has expired, and all R:\STAFFRPT\130PA95.CC2 7/7/98 cd 51 aspects of the work have been inspected and determined to have been completed in accordance with the Parkland Improvement Plans and City standards. Injury to Public Improvements, Public Property or Public Utilities Facilities. Owner shall replace or have replaced, or repair or have repaired, as the case may be, all public improvements, public utilities facilities and surveying or subdivision monuments which are destroyed or damaged or destroyed by reason of any work done under this Agreement. Owner shall bear the entire cost of replacement or repairs of any and all public property on public utility property damaged or destroyed by reason of any work done. Under this agreement whether such property is owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or any public or private utility corporation or by any combination or such owners. Any repair or replacement shall be to the satisfaction, and subject to the approval, of the City Engineer. 8. Permits. Owner shall, at Owner's expense, obtain all necessary permits and licenses for the construction and installation of the improvements, give all necessary notices and pay all fees and taxes required by law. 9. Default of Owner. a. Default of Owner shall include, but not be limited to: Owner's failure to timely commence construction pursuant to this Agreement; Owner's failure to timely complete construction of the Parkland Improvements; Owner's failure to timely cure any defect in the Parkland Improvements; Owner's failure to perform substantial construction work for a period of 20 calendar days after commencement of the work; Owner's insolvency, appointment of a receiver, or the filing of any petition in bankruptcy either voluntary or involuntary which Owner fails to discharge within thirty (30) days; the commencement of a foreclosure action against the Subdivision or a portion thereof, or any conveyance in lieu or in avoidance of foreclosure; or Owner's failure to perform any other obligation under this Agreement. City shall provide written notice of any default to Owner. Owner shall cure any such default within fifteen (15) calendar days of the effective date of the Notice. In the event such default relates to matters which cannot be cured within the cure period with reasonable diligence or by the payment of monies due within the cure period, the cure period shall be extended to a maximum period of ninety (90) days, provided Owner commences to cure the default within the 15 day cure period and diligently pursues the cure to completion. R:\STAFFRPT\130PA95.CC2 7/7~98 cd 52 b. The City reserves to itself all remedies available to it at law or in equity for breach of Owner's obligations under this Agreement. c. In the event that Owner fails to perform any obligation hereunder, Owner agrees to pay all costs and expenses incurred by City in securing performance of such obligations, including costs of suit and reasonable attorneys' fees. d. The failure of City to take an enforcement action with respect to a default, or to declare a breach, shall not be construed as a waiver of that default or breach or any subsequent default or breach of Owner. Owner agrees that the choice of remedy or remedies for Owner's breach shall be in the discretion of City. e. A default under this Agreement shall also constitute a default under Development Agreement 90-1 between the City and Owner. 10. Warranty. Owner shall guarantee or warranty the work done pursuant to this Agreement for a period of one year after expiration of the maintenance period and final acceptance by the City Council of the work and improvements against any defective work or labor done or defective materials furnished. Where Parkland Improvements are to be constructed in phases or sections, the one year warranty period shall commence after City acceptance of the last completed improvement. If within the warranty period any work or improvement or part of any work or improvement done, furnished, installed, constructed or caused to be done, furnished, installed or constructed by Owner fails to fulfill any of the requirements of this Agreement or the Parkland Improvement Plans and specifications referred to herein, Owner shall without delay and without any cost to City, repair or replace or reconstruct any defective or otherwise unsatisfactory part or parts of the work or structure. Should Owner fail to act promptly or in accordance with this requirement, Owner hereby authorizes City, at City option, to perform the work twenty (20) days after mailing written notice of default to Owner and to Owner's Surety and agrees to pay the cost of such work by City. Should City determine that an urgency requires repairs or replacements to be made before Owner can be notified, City may, in its sole discretion, make the necessary repairs or replacements or perform the necessary work and Owner shall pay to City the cost of such repairs. 11. Owner Not Agent of City. Neither Owner nor any of Owner's agents or contractors are or shall be considered to be agents of City in connection with the performance of Owner's obligations under this Agreement. 12. Injury to Work. R:\STAFFRPT\I30PA95.CC2 7/7/98 cd 53 Until such time as the Parkland Improvements are accepted by City, Owner shall be responsible for and bear the risk of loss to any of the improvements constructed or installed. City shall not, nor shall any officer or employee thereof, be liable or responsible for any accident, loss or damage, regardless of cause, happening or occurring to the work or improvements specified in this Agreement prior to the completion and acceptance of the work or improvements. All such risks shall be the responsibility of and are hereby assumed by Owner. 13. Other A~,reements. Nothing contained in this Agreement shall preclude City from expending monies pursuant to agreements concurrently or previously executed between the parties, or from entering into agreement with other subdividers for the apportionment of costs of water and sewer mains, or other improvements, pursuant to the provisions of the City ordinances providing therefor, nor shall anything in this Agreement commit City to any such apportionment. 14. Owner's Obligation to Warn Public During Construction. Until f'mal acceptance of the Parkland Improvements, Owner shall give good and adequate warning to the public of each and every dangerous condition existent in said improvements, and will take all reasonable actions to protect the public from such dangerous condition. 15. Final Acceptance of Work. Acceptance of the work on behalf of City shall be made by the City Council upon recommendation of the Director of Community Services after final completion and inspection of all Parkland Improvements. Such acceptance shall not constitute a waiver of defects by City. 16. Indemnity/Hold Harmless. Owner has prepared or caused to be prepared plans and specifications for the Parkland Improvements and has agreed to construct and install the Parkland Improvements. City or any officer or employee thereof shall not be liable for any injury to persons or property occasioned by reason of the acts or omissions of Owner, its agents or employees in the performance of this Agreement. Owner further agrees to indemnify, protect and hold harmless City, its officials and employees from any and all claims, demands, causes of action, liability or loss of any sort, because of, or arising out of, acts or omissions or Owner, its agents or employees in the performance of this Agreement, including all claims, demands, causes of action, liability, or loss because of, or arising out of, in whole or in part, the design or construction of the Parkland Improvements and to pay all attorneys' fees and litigation costs and expenses of the City in defending itself against any such claim. This indemnification and R:\STAFFRPT\130PA95.CC2 7/7/98 cd 54 Agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from the design or construction of the Parkland Improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design or construction of public drainage systems, streets and other public improvements. Acceptance of any of the Parkland Improvements shall not constitute any assumption by the City of any responsibility for any damage or taking covered by this paragraph. City shall not be responsible for the design or construction of the Parkland Improvements pursuant to the approved Parkland Improvement Plans, regardless of any negligent action or inaction taken by the City in approving the plans, unless the particular improvement design was specifically required by City over written objection by Owner submitted to the Director of Community Services before approval of the particular improvement design, which objection indicated that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design. After acceptance of the Parkland Improvements, the Owner shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect, however, Owner shall not be responsible for routine maintenance. Provisions of this paragraph shall remain in full force and effect for ten (10) years following the acceptance by the City of Parkland Improvements. Owner represents to the City that the architects and engineers who designed the Parkland Improvements are fully qualified and competent to perform the work of designing and preparing construction drawings for the Parkland Improvements. It is the intent of this section, therefore, that Owner shall be responsible for all liability for design and construction of the Parkland Improvements installed or work done pursuant to this Agreement and that City shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, or correcting any plans or specifications or in approving, reviewing or inspecting any work or construction. The improvement security shall not be required to cover the provision of this paragraph. 17. Plan Check, Permits, Inspection and Certification Fees. Owner shall bear all of the costs of plan checks, permits, inspections and certifications required by City standards and codes. City Council may, at any time, waive or refund the costs of plan check, permit, inspection or certification costs if, in its sole and absolute discretion, it determines that the development of the Park and the City's waiver of such costs is in the public interest. 18. Time of the Essence. Time is of the essence of this Agreement. 19. Time for Completion of Work Extensions. Owner shall complete construction of the Parkland Improvements and convey all real property or interest therein to the City as may be required by this Agreement no later than two R:\STAFFRPTX130PA95.CC2 7/7/98 cd 55 (2) years from the effective date of the Second Amendment to the Development Agreement. 20. No Vesting of Rights. Performance by Owner of this Agreement shall not be construed to vest Owner's rights with respect to any change in any change in any zoning or building law or ordinance. 21. Notices. All notices required or provided for under this Agreement shall be in writing and delivered in person or sent by registered mail, postage prepaid and addressed as provided in this Section. Notice shall be effective on the date it is delivered in person, or, if mailed, three (3) business days following the date of deposit in the United States Mail. Notices shall be addressed as follows unless a written change of address is filed with the City: Notice to City: City Manager City of Temecula 43200 Business Park Drive Post Office Box 9033 Temecula, California 92589-9033 Notice to Owner: Westside Business Centre LLC c/o Dendy Real Estate & Investment Co. Attention: Bill J. Dendy, President 22. Severability. The provisions of this Agreement are severable. If any portion of this Agreement is held invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain R:\STAFFRPT~I30PA95.CC2 7/7/98 cd 56 in full force and effect unless amended or modified by the mutual consent of the parties. 23. Litigation or Arbitration. In the event that suit or arbitration is brought to enforce the terms of this contract, the prevailing party shall be entitled to litigation costs and reasonable attorneys' fees. 24. Entire Agreement. This Agreement constitutes the entire Agreement of the parties with respect to the subject matter, except for matters which may be included in Development Agreement No. 90-1 between the City and Owner, as amended. In the event of a conflict between the terms of the Development Agreement and this Agreement, the terms of the Development Agreement shall prevail. All modifications, amendments, or waivers of the terms of this Agreement must be in writing and signed by the appropriate representative of the parties. In the case of the City, the appropriate party shall be the City Manager. ///// IIIII R:\STAFFRPT\130PA95.CC2 7/7/98 cd 57 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above. CITY OF TEMECULA BY: Attest: Ronald Roberts Mayor Susan Jones, CMC City Clerk Approved As to Form: Peter M. Thorson City Attorney WESTSIDE BUSINESS CENTRE LLC, a California limited liability company By: Dendy Real Estate & Investments Co., Inc., a California corporation, Manager By: Bill J. Dendy President R:\STAFFRPT\130PA95.CC2 7/6/98 cd 5 8 ALL-PURPOSE ACKNOWLEDGMENT State of California County of Riverside On , 1998, before me, , personally appeared [1 [1 personally known to me -OR- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. SIGNATURE OF NOTARY [] [] INDIVIDUAL(S) OFFICER(S) (TITLE[S]): CAPACITY CLAIMED BY SIGNER [1 [] [] [] [] PARTNER(S) ATTORNEY-IN-FACT TRUSTEE(S) CHAIRPERS ON/MAYOR OTHER: SIGNER IS REPRESENTING: R:\STAFFRPT\130PA95.CC2 7/6/98 cd 59 EXHIBIT A LEGAL DESCRIPTION OF PARK PROPERTY PARCEL l: THAT PORTION OF PARCEL 2 OF PARCEL MAP NO. 4646, AS SHOWN BY PARCEL MAP ON FILE IN BOOK 6, PAGE 75 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LYING NORTHEASTERLY OF THE NORTHEASTERLY LINE OF DIAZ ROAD AS SHOWN SAID PARCEL MAP NO. 4646. PARCEL2: THAT PORTION OF PARCEL 3 OF PARCEL MAP NO. 4646, AS SHOWN BY PARCEL MAP ON FILE IN BOOK 6, PAGE 75 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LYING NORTHEASTERLY OF THE NORTHEASTERLY LINE OF DIAZ ROAD AS SHOWN SAID PARCEL MAP NO. 4646. EXCEPTING THEREFROM THAT PORTION AS COVEYED TO THE EASTERN MUNICIPAL WATER DISTRICT BY DEED RECORDED JUNE 30, 1989 AS INSTRUMENT NO. 218392 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL3: THAT PORTION OF PARCEL 4 OF PARCEL MAP NO. 4646, AS SHOWN BY PARCEL MAP ON FILE IN BOOK 6, PAGE 75 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LYING NORTHEASTERLY OF THE NORTHEASTERLY LINE OF DIAZ ROAD AS SHOWN SAID PARCEL MAP NO. 4646. EXCEPTING THEREFROM THAT PORTION AS CONVEYED TO THE EASTERN MUNICIPAL WATER DISTRICT BY DEED RECORDED JUNE 30, 1989 AS INSTRUMENT NO. 218392 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. R:\STAFFRPT\130PA95.CC2 7/6/98 cd 60 ATTACHMENT NO. 4 JUNE 17, 1998 PLANNING COMMISSION STAFF REPORT R:\STAFFRPT\I30PA95.CC2 7/6/98 cd 61 STAFF REPORT - PLANNING CITY OF TEMECULA PLANNING COMMISSION June 17, .1998 Planning Application No. PA95-0130 (Development Agreement Amendment) Prepared By: Carole K. Donahoe, AICP RECOMMENDATION: The Community Development Department - Planning Division Staff recommends the Planning Commission: ADOPT the Negative Declaration for Planning Application No. PA95-0130; ADOPT the Mitigation Monitoring Program for Planning Application No. PA95-0130; and ADOPT Resolution No.98- recommending approval of Planning Application No. PA95-0130 based upon the Analysis and Findings contained in the Staff Report and subject to the attached Conditions of Approval APPLICATION INFORMATION APPLICANT: Westside Business Centre REPRESENTATIVE: Bill Dendy PROPOSAL: To amend Development Agreement No. 90-1 (Second Amendment) deleting the requirement to provide a 150-foot wide linear park on parcels 12 and 95 of Parcel Map No. 21383, and clarifying the requirement to landscape approximately five acres of Murrieta Creek with a Pilot Park or general commercial/industrial landscaping. LOCATION: For properties on the north side of Winchester Road, east of the Rancho Santa Rosa Mountains, south of Cherry Street, and including Murrieta Creek to the east. EXISTING ZONING: LI Light Industrial and OS-C Conservation SURROUNDING ZONING: North: South: East: West: LI Light Industrial LI Light Industrial BP Business Park Riverside County PROPOSED ZONING: NIA R:\STAFFRPT\130PA95.PC 6/8/98 klb 1 GENERAL PLAN DESIGNATION: BP Business Park and OS Open Space/Recreation EXISTING LAND USE: Vacant SURROUNDING LAND USES: Existing business park with industrial uses, vacant properties and buildings under construction. BACKGROUND On October 18, 1990, Development Agreement No. 90-1 was entered in by the City Council and Rancho Core Associates No. 1, and the document was recorded on October 19, 1990 as Document No. 385553 in the Official Records of the County of Riverside. On April 19, 1995, the successor to Rancho Core Associates No. 1, BA Properties, Inc., and the City amended the Development Agreement by entering into Partial Termination of Development Agreement No. 90-1. This document was recorded on April 20, 1995 as Document No. 12341 in the Official Records of the County of Riverside. The Partial Termination was necessary to enable a reversion to acreage and to remap a portion of the property covered by the Agreement. AMENDMENT DESCRIPTION The Second Amendment to Development Agreement No. 90-1 is a proposal to relieve the current owner, Westside Business Centre LLC, from the obligation to maintain the two acre linear park developed on Lots 12 and 95. In place of the linear passive park, the applicant proposes to develop and construct the Murrieta Creek Pilot Park Project on five acres of property west of the Murrieta Creek Channel, generally located east of Diaz Road and north of Winchester Road. Upon completion of the Pilot Park to Temecula Community Services District standards, the five improved acres will be dedicated to the City. The specifics of this transaction is detailed in the Parkland Improvement Agreement to be executed by the City and Westside Business Centre. The Parkland Improvement Agreement will require completion of the Pilot Park within two years. Should the owner default on the Parkland Improvement Agreement, he will be required to landscape the five acres to commercial/industrial standards, as was originally required in Section 4.2.1 (g) of Development Agreement No. 90-1. The Second Amendment includes a bond requirement to ensure that landscaping will be completed within three years of the effective date of the amended Agreement. ANALYSIS The Two-Acre Property By deleting Section 4.2.1(g) of Development Agreement No. 90-1, Mr. Dendy would be free to sell the two acres or otherwise use the property subsequent to the approval of any required land use application. Because of the identified Alquist-Priolo Fault Hazard area that traverses the two acres, development would be restricted to uninhabitable structures within 50 feet of the fault line. However, such uses asa parking lot or outdoor storage would be permitted. R:\STAFFRPT\I30PA95.PC 6/8/98 ~b 2 The Murrieta Creek Pilot Park Project It is staff's opinion that the existing linear park is little used. The Pilot Park has the potential to provide a greater opportunity for use by pedestrians and bicyclists. More amenities are proposed for the Pilot Park that encourage picnicking, including a parking lot, restrooms, play equipment and barbecues. Applicant's Requests: The applicant requests that City fees to process and construct the Pilot Park be waived. Staff recommends that the applicant prepare a list of fees for consideration by the City Council. The applicant requests that the requirement to bond for the landscaping in the event that the Pilot Park is not completed be eliminated from the Amendment and Agreement. He offers the title to the property in lieu of the bond. Staff recommends that the bond be kept in the Amendment because the City does not wish to own the property unless it is developed to City standards, and because default on the agreements will have an adverse impact on the City. The applicant requests that the Parkland Improvement Agreement omit Section 16 regarding Indemnity/Hold Harmless. City Attorney Peter Thorson recommends that this standard language remain in the Agreement. Correspondence Received Staff has received a telephone inquiry from the City of Murrieta Planning Department staff, and a request for more detailed information. Murrieta was interested in the impacts that the Pilot Park would have on their General Plan and adjacent streets under their iurisdiction. ENVIRONMENTAL DETERMINATION An Initial Study has been prepared for this project. The Initial Study determined that although the proposed project could have a significant effect on the environment, these effects are not considered to be significant due to mitigation measures contained in the project design and in the Conditions of Approval for the project. Any potentially significant impacts will be mitigated. Attachments: PC Resolution 98-__- Blue Page 4 Exhibit A - Second Amendment to Development Agreement No. 90-1 - Blue Page 7 Exhibit B - Parkland Improvement Agreement - Blue Page 8 Initial Study - Blue Page 9 Mitigation Monitoring Program - Blue Page 10 R:\STAFFRPT~130PA95.PC 6/10/98 k.lb 3 ATTACHMENT NO. 1 RESOLUTION NO. 98- R:\STAFFRPT\130PA95.PC 6/8/98 lflb 4 ATTACHMENT NO. 1 RESOLUTION NO. 98- A RESOLUTION OF TIlE PLANNING COMMISSION OF TIlE CITY OF TEMECULA RECOMMENDING THAT THE CITY COUNCIL APPROVE PLANNING APPLICATION NO. PA95-0130 - SECOND AMENDMENT TO DEVELOPMENT AGREEMENT NO. 90-1 WHEREAS, Westside Business Centre LLC filed Planning Application No. PA95-0130, in accordance with the City of Temecula General Plan and Development Code; WHEREAS, Planning Application No. PA95-0130 was processed including, but not limited to public notice, in the time and manner prescribed by State and local law; WHEREAS, the Planning Commission considered Planning Application No. PA95-0130 on June 17, 1998, 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 opposition to this matter; WHEREAS, at the conclusion of the Commission heating and after due consideration of the testimony, the Commission recommended approval of Planning Application No. PA95-0130; NOW, THEREFORE, THE PLANNING COMMISSION OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. That the above recitations are true and correct and are hereby incorporated by reference. Section 2. Findings. The Planning Commission in recommending approval of Planning Application No. PA95-0130, makes the following findings: 1. The development to be carried out pursuant to the Development Agreement is consistent with the General Plan. 2. The Development Agreement and the development to be carried out hereunder complies with all other applicable requirements of State law and City ordinances. Section 3. Environmental Compliance. An Initial Study prepared for this project indicates that although the proposed project could have a significant impact on the environment, there will not be a significant effect in this case because the mitigation measures described in the Conditions of Approval have been added to the project, and a Negative Declaration, therefore, is hereby granted. R:\STAFFRPT\I30PA95.PC 6/8/98 klb 5 PASSED, APPROVED AND ADOPTED this 17th day of June, 1998. Marcia Slaven, Chairperson I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Planning Commission of the City of Temecula at a regular meeting thereof, held on the 17th day of June, 1998 by the following vote of the Commission: AYES: PLANNING COMMISSIONERS: NOES: PLANNING COMMISSIONERS: ABSENT: PLANNING COMMISSIONERS: Debbie Ubnoske, Secretary R:\STAFFRPT\130PA95.PC 6/8/98 ldb {3 EXHIBIT A SECOND AMENDMENT TO DEVELOPMENT AGREEMENT NO. 90-1 R:\STAFFRPT\130PA95.PC 6/8/98 Idb 7 RECORDED AT REQUEST OF AND WHEN RECORDED RETURN TO: Susan Jones, City Clerk City of Temecula 43200 Business Park Dr. Temecula, Ca. 92590 EXEMPT FROM RECORDER'S FEES pursuant to Government Code Sections 6103 and 27383 DRAFI': MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY SECOND AMENDMENT TO DEVELOPMENT AGREEMENT NO. 90-1 THIS SECOND AMENDMENT TO DEVELOPMENT AGREEMENT NO.90-1 is made and entered into as of June 23, 1998 by and between the City of Temecula, a municipal corporation ("City"), and Westside Business Centre LLC, a California limited liability company ("Owner"). In consideration of the mutual covenants and agreements contained herein, the City and Owner hereby agree as follows: 1. This Second Amendment is made with respect to the following facts which each of the parties agrees and acknowledges are true and correct: a. On October 18, 1990, the Owner's predecessor-in-interest, Rancho Core Associates No. 1, a California limited parmership, entered into that certain Development Agreement No. 1 with the City of Temecula (the "Development Agreement") which became effective on October 19, 1990. The Development Agreement was recorded as Document No. 385553 in the Official Records of the County of Riverside on October 19, 1990. b. On April 19, 1995, the successor to Rancho Core Associates No. 1., and the predecessor-in-interest to Owner, BA Properties, Inc., a Delaware corporation, and the City first amended the Development Agreement by entering into that certain Partial Termination of Development Agreement No. 90-1, which became effective on April 20, 1995. The Partial Termination of Development Agreement No. 90-1 was recorded as Document No. 12341 in the Official Records of the County of Riverside on April 20, 1995. 5/28/98 11086-00006 1480339.2 0 DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY c. The property which is subject to this Second Amendment ("Property") is described on Attachment 1 to this Second Amendment, which is attached hereto and incorporated herein as though set forth in full. d. Owner and City now desire to modify the Development Agreement on the terms and conditions set forth below. e. An environmental review has been conducted and approved for this Second Amendment. f. On June 17, 1998 the Planning Commission held a duly noticed public hearing on this Second Amendment (Planning Application No. PA95-0130) and recommended to the City Council that it be approved. On June 23, 1998, the City Council held a duly noticed public hearing on this Second Amendment (Planning Application No. PA95-0130). The Council considered all of the information presented to it, including comments of the public, prior to adopting Ordinance No. 98- approving this Second Amendment. g. This Second Amendment is consistent with the present public health, safety, and welfare needs of the residents of the City of Temecula and the surrounding region. In approving this Second Amendment, the City has specifically considered and approved the impact and benefits of this Project upon the welfare of the region. h. This Second Amendment is consistent with the City's General Plan. 2. Unless otherwise defined, the capitalized terms used in this Second Amendment shall have the same meanings as set forth in the Development Agreement. 3. The Development Agreement is hereby amended to provide that the Owner of the Property is now "Westside Business Centre LLC, a California limited liability company." 4. Section 2.7 (b) of the Development Agreement is amended by changing the names and addresses of the parties to whom notice shall be sent to read as follows: "If to City: City of Temecula 5/28198 11086-00006 1480339.2 0 2 DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY 43200 Business Park Dr. Post Office Box 9033 Temecula, California 92589-9033 Attention: City Manager With a copy to: Peter M. Thorson, Esq. Richards, Watson & Gershon 333 South Hope Street, 38th Floor Los Angeles, California 90071-1-469 If to Owner: Westside Business Centre LLC c/o Dendy Real Estate & Investment Co. Attention: With a copy to: Bill J. Dendy, President 5. The obligation of the Owner to develop a linear park on three acres of property on Lots 12, 95 and 119 of the Property is hereby deleted and Section 4.2.1 (g) of the Development Agreement is hereby amended to read as follows: "(g) Owner shall develop and construct a park on not less than five (5) acres of property owned by Owner west of the Murietta Creek Channel, generally located east of Diaz Road and north of Winchester Road, which area is more specifically described on Exhibit F. to this Development Agreement, Legal Description of Park, which is attached hereto and incorporated herein by this reference as though set forth in full ("Park Property"). "(i) Concurrently with entering into the Second Amendment to this Development Agreement, the City and Owner entered in that certain agreement entitled "Parkland Improvement Agreement" dated as of June 5/28/98 11086-00006 1480339.2 0 3 DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY 23, 1998. Said Parkland Improvement Agreement sets forth the minimum design and construction requirements for the Park to be developed and constructed pursuant to this Section. City and Owner may amend in writing the Parkland Improvement Agreement without amending or modifying this Development Agreement. "(ii) Owner shall construct the Park described in this Section and dedicate it to the City of Temecula within two (2) years of the effective date of the Second Amendment to Development Agreement. "(iii) If the Park is not developed and dedicated to the City within said two year period, Owner shall, at its sole cost and expense, landscape and irrigate the Park Property pursuant to a landscaping plan approved by the Director of Community Development in accordance with the City's commercial landscaping standards. The landscaping, if needed, shall be completed within three (3) years of the effective date of the Second Amendment to the Development Agreement. Owner shall maintain the landscaping and provide water for irrigation, at its sole cost and expense, provided however, that Owner may, with the consent of the City, transfer the maintenance responsibility to a property owners' association in this area. (iv) Within five (5) business days of the adoption by the City Council of the Ordinance approving the Second Amendment to the Development Agreement, Owner shall post with the City and thereafter maintain a bond, or other security acceptable to the City in terms of liquidity and security, in the amount of seven hundred sixty thousand dollars ($760,000.00), or such other amount as the City Manager determines to be adequate, guaranteeing the installation of the landscaping and irrigation on the Park Property pursuant to this section. The bond or other acceptable security shall be in a form approved by the City Attorney. The bond or other acceptable security shall be maintained by the Owner until such time as the Park is accepted by the City or the landscaping on the Park Property is approved, installed and accepted for maintenance by the property owner's association. (v.) Within five (5) business days of the adoption by the City Council of the Ordinance approving the Second Amendment to the Development Agreement, Owner shall execute and submit to the City for recordation an irrevocable offer of dedication to the Riverside County Flood Control District, in a form acceptable to the District's Engineer, of that portion 5/28/98 11086-01X)06 1480339.2 0 - 4 - DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY of the Property required for expansion and renovation of Murietta Creek. 6. The Development Agreement is hereby amended to incorporate a new Exhibit F., Legal Description of Park, which exhibit is attached to this Second Amendment, and incorporated herein, as Attachment 2. 7. Owner warrants and represents to the City that the persons described on Attachment 3. to this Second Amendment are the holders of liens or encumbrances in the Property or otherwise hold a security interest in the Property and that no other persons hold liens or encumbrances in the Property or otherwise hold a security interest in the Property. All of the persons described on Attachment 3. shall consent to this Second Amendment and subordinate their rights in the Property to this Second Amendment. 8. Except as specifically modified by the terms of this Second Amendment, all other terms and conditions of Development Agreement No. 90-1 shall remain in full force and effect. 9. The effective date of this Second Amendment to Development Agreement No. 90-1 shall be the date on which it is recorded in the Official Records of Riverside County. IIIII 11111 5/28198 110864113006 1480339.2 0 - 5 - DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY IN WITNESS WHEREOF the parties hereto have executed this Agreemere as of the date first written above. CITY OF TEMECULA BY: Attest: Ronald Roberts Mayor Susan Jones City Clerk Approved As to Form: Peter M. Thorson City Attorney WESTSIDE BUSINESS CENTRE LLC, a California limited liability company By: Dendy Real Estate & Investments Co., Inc., a California corporation, Manager By: Bill J. Dendy President 5/28/98 1108~ 1480339.20 - 6 - DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY CONSENT AND SUBORDINATION OF INTERESTS OF HOLDERS OF LIENS, ENCUMBRANCES OR OTHER SECURITY INTEREST IN THE PROPERTY The undersigned entity ("Secured Party") holds a security interest in the property described on Exhibit A. to this Second Amendment in the form of a deed of trust recorded on as Document No. in the Official Records of the County of Riverside ("Deed of Trust"). The Secured Party acknowledges the existence and validity of the Second Amendment to the Development Agreement, consents to its recordation, and hereby subordinates the covenants, terms and conditions of the Second Amendment to its Deed of Trust. Executed on ,1998. Name of Entity: By: Name of Signer: Title of Signer: By: Name of Signer: Title of Signer: [All signatures must be notarized.] 5/28/98 [ 1086-00006 1480339.2 0 7 DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY ALL-PURPOSE ACKNOWLEDGMENT State of California County of Riverside On appeared , 1998, before me, , personally [] [] personally known to me -OR- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. SIGNATURE OF NOTARY [] [] INDIVIDUAL(S) OFFICER(S) (TITLE[S]): CAPACITY CLAIMED BY SIGNER [] [] [1 [] [1 PARTNER(S) ATTORNEY-IN-FACT TRUSTEE(S) CHAIRPERSON/MAYOR OTHER: SIGNER IS REPRESENTING: 5/28/98 11086-00006 1480339.2 DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY ATTACHMENT 1. TO SECOND AMENDMENT LEGAL DESCRIPTION OF PROPERTY 5/28/98 11086-00006 1480339.2 DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY ATTACHMENT 2. TO SECOND AMENDMENT NEW EXHIBIT F TO DEVELOPMENT AGREEMENT LEGAL DESCRIPTION OF PARK 5/28/98 11086-00006 1480339.20 -10- DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY ATTACHMENT 3. TO SECOND AMENDMENT LIST OF HOLDERS OF SECURITY INTERESTS IN PROPERTY 5/28/98 11086-00006 1480339.2 0 - 1 1 - DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY 5/28/98 1108(>4X3006 1480339.2 0 - 12 - EXHIBIT B PARKLAND IMPROVEMENT AGREEMENT R:\STAFFKPT\130PA95.PC 6/8/98 Idb ~ DRAFt: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY CITY OF TEMECULA PARKLAND IMPROVEMENT AGREEMENT This Parkland Improvement Agreement is made and entered into and shall be dated as of June 23, 1998 by and between the City of Temecula, California, a Municipal Corporation ("City"), and Westside Business Centre LLC, a California limited liability company ("Owner"). In consideration of the mutual covenants and agreements contained herein, the City and Owner hereby agree as follows: 1. Recitals. This Agreement is made with respect to the following facts which each of the parties agrees and acknowledges are true and correct: a. On October 18, 1990, the Owner's predecessor-in-interest, Rancho Core Associates No. 1, a California limited parmership, entered into that certain Development Agreement No. 1 with the City of Temecula (the "Development Agreement") which became effective on October 19, 1990. The Development Agreement at Section 4.2.1 (g) originally required the Owner to landscape approximately five (5) acres located west of the Riverside County Flood Control District Murietta Creek Channel, east of Diaz Road and north of Winchester Road and to cause the Owner's Association of the development to maintain three acres in the vicinity of Lots 12, 95 and 119 of Tract No. 21383 as a park. b. Concurrently with the approval of this Agreement, the City and Owner entered into the Second Amendment to Development Agreement No. 90-1 on June 23, 1998. This Second Amendment amended Section 4.2.1 (g) of the Development Agreement which requires that the five (5) acres of property located east of the Murietta Creek Channel, east of Diaz Road and north of Winchester Road, shall be developed as a park in accordance with the design and construction requirements set forth in this Parkland Improvement Agreement. The legal description of the property on which the park will be developed is attached hereto as Exhibit A and is incorporated herein by this reference as though set forth in full ("Park Property"). The Park Property is owned in fee by the Owner. 2. Design of Park Improvements a. Owner has submitted to the City construction plans for the Park ("Park Plans"), which plans are on fLle in the Office of the Director of Community Services. The Park Plans are hereby approved by the City. 5/28/98 11086430007 1480333.2 0 DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY b. The Owner shall construct the Parkland Improvements in accordance with the Park Plans and the City Standards. The Director of Community Services of the City shall approve any changes to the Park Plan.q. City reserves the right to modify the standards applicable to the Park Property, the Parkland Improvement Plans, and this Agreement, when necessary to protect the public health, safety or welfare or comply with applicable State or Federal law or City zoning ordinances. If Owner requests and is granted an extension of time for completion of the improvements, City may apply the standards in effect at the time of the extension. c. With in fifteen (15) business days of the approval of this Parkland Improvement Agreement, Owner shall submit an estimated cost of the Parkland Improvements, which cost estimate shall be approved by the Director of Community Services. Owner's Obligations to Construct Parkland Improvements. Owner Shall: a. Complete all the work required to construct and install all of the Parkland Improvements in conformance with the Parkland Improvement Plans and the City Standards, at Owner's sole cost and expense, within two (2) years after the effective date of the Second Amendment to the Development Agreement; b. Furnish the necessary materials for completion of the Parkland Improvements in conformity with the approved Parkland Improvement Plans and City standards; c. Acquire and convey to the City, at Owner's sole cost and expense, of the Park Property and all real property, rights-of-way, easements and other interests in real property necessary for construction or installation of the Parkland Improvements, free and clear of all liens and encumbrances. 4. Acquisition and Dedication of Easements or Rights-of-Way. If any of the Parkland Improvements and land development work contemplated by this Agreement are to be constructed or installed on land not owned by Owner, no construction or installation shall be commenced before: 5/28/98 110864X)007 1480333.2 0 - 2 - DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY a. The offer of dedication to City or appropriate rights-of-way, easements or other interest' in real property, and appropriate authorization from the property owner to allow construction or installation of the Improvements or work, or b. The dedication to, and acceptance by, the City of appropriate rights-of-way, easements or other interests in real property, and approved by the Department of Public Works, as determined by the Director of Community Services. Nothing in this Section shall be construed as authorizing or granting an extension of time to Owner. 5. Acceptance of Park bv City. For the benefit of City, the acceptance of the Park and conveyance of the Park Property shall be contingent upon and subject to the occurrence of all of the following (or City's written waiver thereof, it being agreed that City can waive any or all such contingencies): plans. The Park has been constructed in accordance with all approved b. First American Title Company has issued a commitment to issue in favor of City of a CLTA Standard Coverage Owner's Policy of Title Insurance with liability equal to the value of the land and the value of the Park Improvements showing the fee interest in the Property vested in the City subject only to such title exceptions as are approved by the City Manager. c. City's approval of any environmental site assessmere, soils or geological reports, or other physical inspections of the Park Property or the underlying real property. 6. Inspection and Maintenance Period. a. Owner shall obtain City inspection of the ParHand Improvements in accordance with the City standards in effect at the time of approval of the Parkland Improvement Plans. Owner shall at all times maintain proper facilities and safe access for inspection of the Parkland Improvements by City inspectors and to the shops wherein any work is in preparation. Upon completion of the work, the Owner may request a final inspection by the Director of Community Services, or the Director of Community Service's 5/28/98 11086-00007 1480333.2 0 3 DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY authorized representative. If the Director of Community Services, or the designated representative, determines that the work has been completed in accordance with this Agreement, then the Director of Community Services shall certify the completion of the Parkland Improvements to the City Council. b. Owner shall continue to maintain the Parkland Improvements for ninety (90) days after the Director of Community Services determines they have been completed. No improvements shall be finally accepted unless the maintenance period has expired, and all aspects of the work have been inspected and determined to have been completed in accordance with the Parkland Improvement Plans and City standards. Owner shall bear all costs of inspection and certification. Injury to Public Improvements, Public Property or Public Utilities Facilities. Owner shall replace or have replaced, or repair or have repaired, as the case may be, all public improvements, public utilities facilities and surveying or subdivision monuments which are destroyed or damaged or destroyed by reason of any work done under this Agreement. Owner shall bear the entire cost of replacement or repairs of any and all public property on public utility property damaged or destroyed by reason of any work done. Under this agreement whether such property is owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or any public or private utility corporation or by any combination or such owners. Any repair or replacement shall be to the satisfaction, and subject to the approval, of the City Engineer. 8. Permits. Owner shall, at Owner's expense, obtain all necessary permits and licenses for the construction and installation of the improvements, give all necessary notices and pay all fees and taxes required by law, unless such fees as are imposed by the City are waived or reimbursed by the City. 9. Default of Owner. a. Default of Owner shall include, but not be limited to: Owner's failure to timely commence construction pursuant to this Agreement; Owner's failure to timely complete construction of the Parkland Improvements; Owner's failure to timely cure any 5/28/98 11086-00007 1480333.2 0 - 4 - DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY defect in the Parkland Improvements; Owner's failure to perform substantial construction work for a period of 20 calendar days after commencement of the work; Owner's insolvency, appointment of a receiver, or the filing of any petition in bankruptcy either voluntary or involuntary which Owner fails to discharge within thirty (30) days; the commencement of a foreclosure action against the Subdivision or a portion thereof, or any conveyance in lieu or in avoidance of foreclosure; or Owner's failure to perform any other obligation under this Agreement. City shall provide written notice of any default to Owner. Owner shall cure any such default within fifteen (15) calendar days of the effective date of the Notice. In the event such default relates to matters which cannot be cured within the cure period with reasonable diligence or by the payment of monies due within the cure period, the cure period shall be extended to a maximum period of ninety (90) days, provided Owner commences to cure the default within the 15 day cure period and diligently pursues the cure to completion. b. The City reserves to itself all remedies available to it at law or in equity for breach of Owner's obligations under this Agreement. c. In the event that Owner fails to perform any obligation hereunder, Owner agrees to pay all costs and expenses incurred by City in securing performance of such obligations, including costs of suit and reasonable attorneys' fees. d. The failure of City to take an enforcement action with respect to a default, or to declare a breach, shall not be construed as a waiver of that default or breach or any subsequent default or breach of Owner. Owner agrees that the choice of remedy or remedies for Owner's breach shall be in the discretion of City. e. A default under this Agreement shall also constitute a default under Development Agreement 90-1 between the City and Owner. 10. Warrantv. Owner shall guarantee or warranty the work done pursuant to this Agreement for a period of one year after expiration of the maintenance period and final acceptance by the City Council of the work and improvements against any defective work or labor done or defective materials furnished. Where Parkland Improvements are to be constructed in phases or sections, the one year warranty period shall commence after City acceptance of the last completed improvement. If within the warranty period any work or improvement or part of any work or improvement done, furnished, installed, constructed or caused to be done, furnished, installed or constructed by Owner fails to fulfill any of the requirements of this Agreement or the Parkland Improvement Plans and specifications referred to herein, Owner shall without delay and without any cost to City, repair or replace or reconstruct any defective 5/28/98 11086-00007 1480333.2 DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY or otherwise unsatisfactory part or parts of the work or structure. Should Owner fail to act promptly or in accordance with this requirement, Owner hereby authorizes City, at City option, to perform the work twenty (20) days after mailing written notice of default to Owner and to Owner's Surety and agrees to pay the cost of such work by City. Should City determine that an urgency requires repairs or replacements to be made before Owner can be notified, City may, in its sole discretion, make the necessary repairs or replacements or perform the necessary work and Owner shall pay to City the cost of such repairs. 11. Owner Not Agent of City. Neither Owner nor any of Owner's agents or contractors are or shall be considered to be agents of City in connection with the performance of Owner's obligations under this Agreement. 12. Injury to Work. Until such time as the Parkland Improvements are accepted by City, Owner shall be responsible for and bear the risk of loss to any of the improvements constructed or installed. City shall not, nor shall any officer or employee thereof, be liable or responsible for any accident, loss or damage, regardless of cause, happening or occurring to the work or improvements specified in th/s Agreement prior to the completion and acceptance of the work or improvements. All such risks shall be the responsibility of and are hereby assumed by Owner. 13. Other Agreements. Nothing contained in this Agreement shall preclude City from expending monies pursuant to agreements concurrently or previously executed between the parties, or from entering into agreement with other subdividers for the apportionment of costs of water and sewer mains, or other improvements, pursuant to the provisions of the City ordinances providing therefor, nor shall anything in this Agreement commit City to any such apportionment. 14. Owner's Obligation to Warn Public During Construction. Until final acceptance of the Parkland Improvements, Owner shall give good and adequate warning to the public of each and every dangerous condition existent in said 5/28/98 110864)(1007 1480333.20 - 6 - DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY improvements, and will take all reasonable actions to protect the public from such dangerous condition. 15. Final Acceptance of Work. Acceptance of the work on behalf of City shall be made by the City Council upon recommendation of the Director of Community Services after final completion and inspection of all Parkland Improvements. The Council shall act upon the Director of Community Services recommendations within thirty (30) days from the date the Director of Community Services certifies that the work has finally completed. Such acceptance shall not constitute a waiver of defects by City. 16. Indemnity/Hold Harmless. Owner has prepared or caused to be prepared plans and specifications for the Parkland Improvements and has agreed to construct and install the Parkland Improvements. City or any officer or employee thereof shall not be liable for any injury to persons or property occasioned by reason of the acts or omissions of Owner, its agents or employees in the performance of this Agreement. Owner further agrees to indemnify, protect and hold harmless City, its officials and employees from any and all claims, demands, causes of action, liability or loss of any sort, because of, or arising out of, acts or omissions or Owner, its agents or employees in the performance of this Agreement, including all claims, demands, causes of action, liability, or loss because of, or arising out of, in whole or in part, the design or construction of the Parkland Improvements and to pay all attorneys' fees and litigation costs and expenses of the City in defending itself against any such claim. This indemnification and Agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from the design or construction of the Parkland Improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design or construction of public drainage systems, streets and other public improvements. Acceptance of any of the Parkland Improvements shall not constitute any assumption by the City of any responsibility for any damage or taking covered by this paragraph. City shall not be responsible for the design or construction of the Parkland Improvements pursuant to the approved Parkland Improvement Plans, regardless of any negligent action or inaction taken by the City in approving the plans, unless the particular improvement design was specifically required by City over written objection by Owner submitted to the Director of Community Services before approval of the particular improvement design, which objection indicated that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design. After acceptance of the Parkland Improvements, the Owner shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect, however, Owner shall not be responsible for routine maintenance. Provisions of this paragraph shall 5/28/98 11086430007 1480333.2 0 7 DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY remain in full force and effect for ten (10) years following the acceptance by the City of Parkland Improvements. Owner represents to the City that the architects and engineers who designed the Parkland Improvements are fully qualified and competent to perform the work of designing and preparing construction drawings for the Parkland Improvements. It is the intent of this section, therefore, that Owner shall be responsible for all liability for design and construction of the Parkland Improvements installed or work done pursuant to this Agreement and that City shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, or correcting any plans or specifications or in approving, reviewing or inspecting any work or construction. The improvement security shall not be required to cover the provision of this paragraph. 17. Time of the Essence. Time is of the essence of this Agreement. 18. Time for Completion of Work Extensions. Owner shall complete construction of the Parkland Improvements and convey all real property or interest therein to the City as may be required by this Agreement no later than two (2) years from the effective date of the Second Amendment to the Development Agreement. 19. No Vesting of Rit, hts. Performance by Owner of this Agreement shall not be construed to vest Owner's rights with respect to any change in any change in any zoning or building law or ordinance. 20. Notices. All notices required or provided for under this Agreement shall be in writing and delivered in person or sent by registered mail, postage prepaid and addressed as provided in this Section. Notice shall be effective on the date it is delivered in person, or, if mailed, three (3) business days following the date of deposit in the United States Mail. Notices shall be addressed as follows unless a written change of address is filed with the City: Notice to City: 5/28/98 11086-00007 1480333.2 0 ~ 8 - DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY City Manager City of Temecula 43200 Business Park Drive Post Office Box 9033 Temecula, California 92589-9033 Notice to Owner: Westside Business Centre LLC c/o Dendy Real Estate & Investment Co. Attention: Bill J. Dendy, President 21. Severability. The provisions of this Agreement are severable. If any portion of this Agreement is held invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect unless amended or modified by the mutual consent of the parties. 22. Liftration or Arbitration. In the event that suit or arbitration is brought to enforce the terms of this contract, the prevailing party shall be entitled to litigation costs and reasonable attorneys' fees. 23. Entire Agreement. This Agreement constitutes the entire Agreement of the parties with respect to the subject matter, except for matters which may be included in Development Agreement No. 90-1 between the City and Owner, as amended. In the event of a conflict between the terms of the Development Agreement and this Agreement, the terms of the Development Agreement shall prevail. All modifications, amendments, or waivers of the terms of this Agreement must be in writing and signed by the appropriate representative of the parties. In the case of the City, the appropriate party shall be the City Manager. ///// 5/28/98 11086-00007 1480333.20 9 INN DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY 5/28/98 110864X1007 1480333.2 0 - 10 - DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY IN WITNESS WI-IEREOF the parties hereto have executed this Agreement as of the date first written above. CITY OF TEMECULA BY: Attest: Ronald Roberts Mayor Susan Jones, CMC City Clerk Approved As to Form: Peter M. Thorson City Attorney WESTSIDE BUSINESS CENTRE LLC, a California limited liability company By: Dendy Real Estate & Investmeres Co., Inc., a California corporation, Manager By: Bill J. Dendy President 5/28/98 I10864X}007 1480333.20 - 11- DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY ALL-PURPOSE ACKNOWLEDGMENT State of California County of Riverside On appeared , 1998, before me, , personally [] [] personally known to me -OR- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. SIGNATURE OF NOTARY [] [] INDIVIDUAL(S) OFFICER(S) (TITLE[S]): CAPACITY CLAIMED BY SIGNER [] [] [] [] [] PARTNER(S) ATTORNEY-IN-FACT TRUSTEE(S) CHAIRPERSON/MAYOR OTHER: SIGNER IS REPRESENTING: 5/28/98 I1086-IX1007 1480333.20 - 12 = DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY EXHIBIT A LEGAL DESCRIPTION OF PARK PROPERTY 5/28/98 11086-00007 1480333.20 - 13- DRAFT: MAY 28, 1998 FOR DISCUSSION PURPOSES ONLY 5/28/98 11086-IX)007 1480333.20 = 14- ATTACHMENT NO. 4 JUNE 23, 1998, CITY COUNCIL STAFF REPORT R:\STAFFRPT\130PA95.CC2 7/6/98 cd 62 APPROVAL ~ CITY ATTORNEY DIRECTOR OF FINANCE CITY MANAGER ,~ CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Gary Thornhill, Community Development Director DATE: June 23, 1998 SUBJECT: Planning Application No. PA95-0130 (Development Agreement Amendment) RECOMMENDATION: The Planning Commission recommends that the City Council: 1. Adopt a resolution entitled: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADOPTING A NEGATIVE DECLARATION AND THE MITIGATION MONITORING PROGRAM FOR PLANNING APPLICATION NO. PA95-0130; 2. Read by title only and introduce an ordinance entitled: ORDINANCE NO. 98- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN DEVELOPMENT AGREEMENT ENTITLED "SECOND AMENDMENT TO DEVELOPMENT AGREEMENT NO. 90-1," WITH WESTSIDE BUSINESS CENTRE, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY 3. Adopt a resolution entitled: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "PARKLAND IMPROVEMENT AGREEMENT," FOR THE MURRIETA CREEK PILOT PARK R:\STAFFRPT~I30PA95.CC 6/17198 cd BACKGROUND: On October 18, 1990, Development Agreement No. 90-1 was entered into by the City Council and Rancho Core Associates No. 1, and the document was recorded on October 19, 1990 as Document No. 385553 in the Official Records of the County of Riverside. On April 19, 1995, the successor to Rancho Core Associates No. 1, BA Properties, Inc., and the City amended the Development Agreement by entering into Partial Termination of Development Agreement No. 90-1. This document was recorded on April 20, 1995 as Document No. 12341 in the Official Records of the County of Riverside. The Partial Termination was necessary to enable a reversion to acreage and to remap a portion of the property covered by the Agreement. ANALYSIS: Amendment Description The Second Amendment to Development Agreement No. 90-1 is a proposal to relieve the current owner, Westside Business Centre LLC, from the obligation to maintain the two acre linear park developed on Lots 12 and 95. In place of the linear passive park, the applicant proposes to develop and construct the Murrieta Creek Pilot Park Project in conjunction with the Citizens Coalition for the Murrieta Creek Pilot Project. The Coalition is a group of citizens interested in modeling a recreational and environmental conservation plan for Murrieta Creek. The project is proposed on five acres of property west of the Murrieta Creek Channel, generally located east of Diaz Road and north of Winchester Road. Upon completion of the Pilot Park to Temecula Community Services District standards, the five improved acres will be dedicated to the City. The specifics of this transaction is detailed in the Parkland Improvement Agreement to be executed by the City and Westside Business Centre. The Parkland Improvement Agreement will require completion of the Pilot Park within two years. Should the owner default on the Parkland Improvement Agreement, he will be required to landscape the five acres to commercial/industrial standards, as was originally required in Section 4.2.1 (g) of Development Agreement No. 90-1. The Second Amendment includes a bond requirement to ensure that landscaping will be completed within three years of the effective date of the amended Agreement. The Two-Acre Property By deleting Section 4.2.1(g) of Development Agreement No. 90-1, Mr. Dendy would be free to sell the two acres or otherwise use the property subsequent to the approval of any required land use application. Because of the identifiedAIquist-Priolo Fault Hazard area that traverses the two acres, development would be restricted to uninhabitable structures within 50 feet of the fault line. However, such uses asa parking lot or outdoor storage would be permitted or conditionally permitted. The Murrieta Creek Pilot Park Project It isstaff's opinion that the existing linear park is little used. The Pilot Park has the potential to provide a greater opportunity for use by pedestrians and bicyclists. More amenities are proposed for the Pilot Park that encourage picnicking, including a parking lot, restrooms, play equipment and barbecues. R:\STAFFRPT~130PA95.CC 6/16/98 cd 2 Applicant's Requests: The applicant, Bill Dendy, for Westside Business Centre, LLC, has made three requests, as enumerated in correspondence dated May 29, 1998 (see Attachment 5a). Staff's response to these requests are as follows: 1. The applicant requests that City fees to process and construct the Pilot Park be waived. Staff recommends that the applicant prepare a list of fees for consideration by the City Council. The applicant requests that the requirement to bond for the landscaping in the event that the Pilot Park is not completed be eliminated from the Amendment and Agreement. He offers the title to the property in lieu of the bond. Staff recommends that the bond be kept in the Amendment because the City does not wish to own the property unless it is developed to City standards, and because default on the agreements will have an adverse impact on the City. However, staff recommends that in the event the Pilot Park project is not developed, the owner shall be required to landscape the five acres as a linear park. Furthermore, staff recommends that the language referencing the bond for the linear park eliminate the specific amount of the bond and specific time constraints. Staff suggests that the following paragraph replace Section 5. (g) (iv) of the Amendment: post with the City and thereafter maintain a bond, or other security acceptable to the City in terms of liquidity and security, guaranteeing the installation of the landscaping and irrigation on the Park Property p u r sua nt t o t his section. .::~'O"pe~. The bond or other acceptable security shall be in a form approved bythe City Attorney. The bond or other acceptable security shall be maintained by the Owner until such time as the ~i~:~t~?Park is accepted by the City or the landscaping on the Park Property is approved ~;y?~:~"~?~C;~.y, installed and accepted for maintenance by the property owner's association. Section 5. (g) (iii) would require the following correction: If the Park is not developed and dedicated to the City within said two year period, Owner shall, at its sole cost and expense, landscape and irrigate the Park Property pursuant to a landscaping plan approved by the Director of Community Development .81~iiii~iiii!ii~e~:.(ii~i~'~. The landscaping, if needed, shall be completed within three (3) years of the effective date of the Second Amendment to the Development Agreement. Owner shall maintain the landscaping and provide water for irrigation, at its sole cost and expense, provided however, that Owner may, with the consent of R:\STAFFRPT\130PA95.CC 6116198 cd 3 the City, transfer the maintenance responsibility to a property owners' association in this area. The applicant requests that the Parkland Improvement Agreement omit Section 16 regarding Indemnity/Hold Harmless. City Attorney Peter Thorson recommends that this standard language remain in the Agreement. Corres0ondence Received Staff has received a telephone inquiry from the City of Murrieta Planning Department staff, and a request for more detailed information. Murrieta was interested in the impacts that the Pilot Park would have on their General Plan and adjacent streets under their jurisdiction. According to Murrieta Planning Department staff, their city's concerns have been addressed. Staff received correspondence from Jeannie Gillen, Coordinator for the Murrieta Creek Pilot Project, dated May 26, 1998, which is attached (see Attachment 5b). Ms. Gillen has requested that the City waive "planning and inspection fees (which could be in excess of $9,000)." Neither the City Planning Department nor the Temecula Community Services District has received fees to date for the review and approval of the Murrieta Creek Pilot Park Project. Typically, a project of this size would require a Construction Landscape Review fee of $2,385 to the Planning Department and $2,250 to Temecula Community Services District. The Department of Public Works estimates fees for the project at $9,000. The request for a waiver of Public Works fees is a separate item on the Council's agenda for June 23, 1998. ENVIRONMENTAL DETERMINATION: An Initial Study has been prepared for this project. The Initial Study determined that although the proposed project could have a significant effect on the environment, these effects are not considered to be significant due to mitigation measures contained in the project design. Any potentially significant impacts will be mitigated. FISCAL IMPACT: The existing two-acre linear park is currently being maintained by the business park property owners association. The proposed Pilot Park, upon dedication to the City, shall be maintained by Temecula Community Services District, at an estimated annual cost of $34,848. No other negative fiscal impact is anticipated. The elimination of the existing two- acre linear park would encourage industrial uses of the site. FINDINGS: 1. The development to be carried out pursuant to the Second Amendment to Development Agreement No. 90-1 is consistent with the General Plan. The Second Amendment to Development Agreement No. 90-1 and the development to be carried out hereunder complies with all other applicable requirements of State law and City ordinances. R:\STAFFRPT\I30PA95.CC 6/16/98 cd 4 ATTACHMENTS: 1. o .. City Council Resolution No. 98- , Negative Declaration and Mitigation Monitoring Program - Page 6 a. Initial Study - Page 10 b. Mitigation Monitoring Program - Page 25 City Council Ordinance No. 98- , Planning Application No. PA95-0130, Amendment to Development Agreement - Page 31 a. Exhibit A Second Amendment to Development Agreement No. 90-1 - Page 34 City Council Resolution No. 98- , Parkland Agreement for the Murrieta Creek Pilot Park Project - Page 45 a. Exhibit A - Parkland Agreement - Page 48 June 17, 1998 Planning Commission Staff Report - Page 60 Correspondence - Page 67 Correspondence received from Bill Dendy, for Westside Business Centre, LLC, dated May 29, 1998 Correspondence received from Jeannie Gillen, Coordinator of the Murrieta Creek Pilot Project, dated May 26, 1998 Do R:\STAFFRPT\I30PA95.CC 6/16/98 cd 5 ATTACHMENT NO. 1 CITY COUNCIL RESOLUTION NO. 98- NEGATIVE DECLARATION AND MITIGATION MONITORING PROGRAM R:\STAFFRFT',130PA95.CC 6/16/98 cd 6 ATYACHMENT NO. 1 RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADOPTING A NEGATIVE DECLARATION AND MITIGATION MONITORING PROGRAM FOR PLANNING APPLICATION NO. PA95-0130, AMENDMENT TO DEVELOPMENT AGREEMENT, ON PROPERTY LOCATED ON THE NORTH SIDE OF WINCHESTER ROAD, EAST OF THE RANCHO SANTA ROSA MOUNTAINS, SOUTH OF CHERRY STREET, AND INCLUDING MURRIETA CREEK TO THE EAST WHEREAS, Westside Business Centre, LLC Fried Planning Application No. PA95-0130 in accordance with the City of Temecula and State CEQA Guidelines; WHEREAS, Planning Application No. PA95-0130 was processed including, but not limited to public notice, in the time and manner prescribed by State and local law; WHEREAS, the Planning Commission considered Planning Application No. PA95-0130 on June 17, 1998, 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 opposition to this matter; WHEREAS, at the conclusion of the Commission hearing, and after due consideration of the testimony, the Commission recommended approval of Planning Application No. PA95-0130, and adoption of a Negative Declaration and Mitigation Monitoring Program; WHEREAS, the City Council conducted a public hearing pertaining to Planning Apphcation No. PA95-0130 on June 23, 1998, at which time the City staff and interested persons had opportunity to, and did, testify either in support or opposition to Planning Application No. PA95-0130; WHEREAS, the City Council received a copy of the Commission proceedings and Staff Report regarding Planning Application No. PA95-0130; NOW, THEREFORE, THE CITY OF TEMECULA CITY COUNCIL DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. by reference. That the above recitations are true and correct and are hereby incorporated R: \STA FFRPT\ 130PA 95.CC 6/16/98 cd 7 Section 2. Findings. That the City of Temecula City Council hereby makes the following findings: 1. The development to be carried out pursuant to the Second Amendment to Development Agreement No. 90-1 is consistent with the General Plan. 2. The Second Amendment to Development Agreement No. 90-1 and the development to be carried out hereunder complies with all other applicable requirements of State law and City ordinances. 3. The Initial Study of Environmental Impacts indicates that while there may be some potential impacts on the environment, revisions have been made to the project such that the potential impacts have been reduced to a level of insignificance. Section 3. Adoption. That the City Council for the City of Temecula hereby adopts the Negative Declaration and the Mitigation Monitoring Program for Planning Application No. PA95-0130, Second Amendment to Development Agreement No. 90-1. R:\STAFFRPT\130PA95.CC 6/16/98 cd 8 PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula this 23rd day of June, 1998. ATTEST: Ron Roberts, Mayor Susan W. Jones, CMC Acting City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, Acting City Clerk of the City of Temecula, California, do hereby certify that Resolution No. 98-__ was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof held on the 23rd day of June, 1998, by the following vote: A YES: COUNCILMEMBERS: NOES: C OUNCILMEMBERS: ABSENT: COUNCILMEMBERS- Susan W. Jones, CMC Acting City Clerk R:\STAFFRPT~130PA95.CC 6/16/98 ed 9 ATTACHMENT NO. 2 CITY COUNCIL ORDINANCE NO. 98- PLANNING APPLICATION NO. PA95-0130, AMENDMENT TO DEVELOPMENT AGREEMENT R:\STAFFRPT\130PA95.CC 6/16/98 cd 31 ATTACHMENT NO. 2 ORDINANCE NO. 98- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA, CALIFORNIA, APPROVING THAT CERTAIN DEVELOPMENT AGREEMENT ENTITLED ~SECOND AMENDMENT TO DEVELOPMENT AGREEMENT NO. 90-1," WITH WESTSIDE BUSINESS CENTRE, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY THE CITY COUNCIL OF THE CITY OF TEMECULA, STATE OF CALIFORNIA, DOES ORDAIN AS FOLLOWS: Section 1. Westside Business Centre, LLC filed Planning Application No. PA95-0130 in accordance with the City of Temecula General Plan and Development Code. Public hearings have been held before the Planning Commission and City Council of the City of Temecula, State of California, pursuant to the Planning and Zoning law of the State of California, and the City Code of the City of Temecula. Section 2. Environmental Compliance. An Initial Study has been prepared for this project. The Initial Study determined that although the proposed project could have a significant effect on the environment, these effects are not considered to be significant due to mitigation measures contained in the project design. Any potentially significant impacts will be mitigated. The Council adopted Resolution No. 98- approving the Negative Declaration. Section 3. Findings. The City Council in approving the proposed Development Agreement Amendment makes the following findings, to wit: 1. The development to be carried out pursuant to the Second Amendment to Development Agreement No. 90-1 is consistent with the General Plan. 2. The Second Amendment to Development Agreement No. 90-1 and the development to be carried out hereunder complies with all other applicable requirements of State law and City ordinances. Section 4. The "Second Amendment to Development Agreement No. 90~1" by and between Westside Business Centre, LLC, a California Limited Liability Company, and the City of Temecula is hereby approved and the Mayor is hereby authorized and directed to execute the Second Amendment on behalf of the City of Temecula in substantially the form attached hereto as Exhibit A and incorporated herein by the reference. R:\STAFFRFr~130PA95.CC 6/16/98 cd 32 Section 5. This Ordinance shall be in full force and effect thirty (30) days after its passage. The City Clerk shall certify to the adoption of this Ordinance. The City Clerk shall ..publish a summary of this Ordinance and a certified copy of the full text of this Ordinance shall be posted in the office of the City Clerk at least five days prior to the adoption of this Ordinance. Within 15 days from adoption of this Ordinance, the City Clerk shall publish a summary of this Ordinance, together with the names of the Councilmembers voting for and against the Ordinance, and post the same in the office of the City Clerk. Section 6. PASSED, APPROVED, AND ADOPTED this 23rd day of June, 1998. ATTEST: Ron Roberts, Mayor Susan W. Jones, CMC Acting City Clerk [SEAL] STATE OF CALIFORNIA COUNTY OF RIVERSIDE) SS CITY OF TEMECULA I, Susan W. Jones, CMC, Acting City Clerk of the City of Temecula, California, do hereby certify that the foregoing Ordinance No. 98-__ was duly introduced and placed upon its first reading at a regular meeting of the City Council on the 23rd day of June, 1998, and that thereafter, said Ordinance was duly adopted and passed at a regular meeting of the City Council of the City of Temecula on the 23rd day of June, 1998 by the following roll call vote: AYES: NOES: ABSENT: COUNCILMEMBERS COUNCILMEMBERS COUNCILMEMBERS Susan W. Jones, CMC Acting City Clerk R:\STAFFRPT\130PA95.CC 6/16/98 cd 33 EXHIBIT A SECOND AMENDMENT TO DEVELOPMENT AGREEMENT NO. 90-1 TEXT R:\STAFFRPT\I30PA95.CC 6/16/98 cd 34 EXHIBIT A RECORDED AT REQUEST OF AND WHEN RECORDED RETURN TO: Susan Jones, City Clerk City of Temecula 43200 Business Park Dr. Temecula, Ca. 92590 EXEMPT FROM RECORDER'S FEES pursuant to Government Code Sections 6103 and 27383 SECOND AMENDMENT TO DEVELOPMENT AGREEMENT NO. 90-1 THIS SECOND AIVlENDMENT TO DEVELOPMENT AGREEMENT NO.90-1 is made and entered into as of June 23, 1998 by and between the City of Temecula, a municipal corporation ("City"), and Westside Business Centre LLC, a California limited liability company ("Owner"). In consideration of the mutual covenants and agreements contained herein, the City and Owner hereby agree as follows: 1. This Second Amendment is made with respect to the following facts which each of the parties agrees and acknowledges are true and correct: a. On October 18, 1990, the Owner's predecessor-in-interest, Rancho Core Associates No. 1, a California limited partnership, entered into that certain Development Agreement No. 1 with the City of Temecula (the "Development Agreement") which became effective on October 19, 1990. The Development Agreement was recorded as Document No. 385553 in the Official Records of the County of Riverside on October 19, 1990. b. On April 19, 1995, the successor to Rancho Core Associates No. 1., and the predecessor-in-interest to Owner, BA Properties, Inc., a Delaware corporation, and the City fu:st amended the Development Agreement by entering into that certain Partial Termination of Development Agreement No. 90-1, which became effective_on April 20, 1995. The Partial Termination of Development Agreement No. 90-1 was recorded as Document No. 12341 in the Official Records of the County of Riverside on April 20, 1995. c. The property which is subject to this Second Amendment ("Property") is described on Attachment 1 to this Second Amendment, which is attached hereto and incorporated herein as though set forth in full. R:\STAFFRFrXI30PA95.CC 6/16/98 cd 35 d. Owner and City now desire to modify the Development Agreement on the terms and conditions set forth below. Second Amendment. An environmental review has been conducted and approved for this f. On June 17, 1998 the Planning Commission held a duly noticed public hearing on this Second Amendment (Planning Application No. PA95-0130) and recommended to the City Council that it be approved. On June 23, 1998, the City Council held a duly noticed public hearing on this Second Amendment (Planning Application No. PA95-0130). The Council considered all of the information presented to it, including comments of the public, prior to adopting Ordinance No. 98- approving this Second Amendment. g. This Second Amendment is consistent with the present public health, safety, and welfare needs of the residents of the City of Temecula and the surrounding region. In approving this Second Amendment, the City has specifically considered and approved the impact and benefits of this Project upon the welfare of the region. h. This Second Amendment is consistent with the City's General Plan. 2. Unless otherwise defined, the capitalized terms used in this Second Amendment shall have the same meanings as set forth in the Development Agreement. 3. The Development Agreement is hereby amended to provide that the Owner of the Property is now "Westside Business Centre LLC, a California limited liability company." 4. Section 2.7 (b) of the Development Agreement is amended by changing the names and addresses of the parties to whom notice shall be sent to read as follows: "If to City: City of Temecula 43200 Business Park Dr. Post Office Box 9033 Temecula, California 92589-9033 Attention: City Manager With a copy to: Peter M. Thorson, Esq. Richards, Watson & Gershon 333 South Hope Street, 38th Floor Los Angeles, California 90071-1469 R: \STA FFRFF\ 130PA 95.CC 6/16/98 cd 3 6 If to Owner: Westside Business Centre LLC c/o Dendy Real Estate & Investment Co. Attention: Bill J. Dendy, President With a copy to: 5. The obligation of the Owner to develop a linear park on three acres of property on Lots 12, 95 and 119 of the Property is hereby deleted and Section 4.2.1 (g) of the Development Agreement is hereby amended to read as follows: "(g) Owner shall develop and construct a park on not less than five (5) acres of property owned by Owner west of the Mumeta Creek Channel, generally located east of Diaz Road and north of Winchester Road, which area is more specifically described on Exhibit F. to this Development Agreement, Legal Description of Park, which is attached hereto and incorporated herein by this reference as though set forth in full ("Park Property"). "(I) Concurrently with entering into the Second Amendment to this Development Agreement, the City and Owner entered in that certain agreement entitled "Parkland Improvement Agreement" dated as of June 23, 1998. Said Parkland Improvement Agreement sets forth the minimum design and construction requirements for the Park to be developed and constructed pursuant to this Section. City and Owner may amend in writing the Parkland Improvement Agreement without amending or modifying this Development Agreement. "(ii) Owner shall construct the Park described in this Section and dedicate it to the City of Temecula within two (2) years of the effective date of the Second Amendment to Development Agreement. "(iii) If the Park is not developed and dedicated to the City within said two year period, Owner shall, at its sole cost and expense, landscape and irrigate the Park Property pursuant to a landscaping plan approved by the Director of Community Development in accordance with the City's commercial landscaping standards. The landscaping, if needed, shall be completed within three (3) years of the effective date of the Second R:\STAFFRPT\130PA95.CC 6/16/98 cd 37 Amendment to the Development Agreement. Owner shall maintain the landscaping and provide water for irrigation, at its sole cost and expense, provided however, that Owner may, with the consent of the City, transfer the maintenance responsibility to a property owners' association in this (iv) Within five (5) business days of the adoption by the City Council of the Ordinance approving the Second Amendment to the Development Agreement, Owner shall post with the City and thereafter maintain a bond, or other security acceptable to the City in terms of liquidity and security, in the amount of seven hundred sixty thousand dollars ($760,000.00), or such other amount as the City Manager determines to be adequate, guaranteeing the installation of the landscaping and irrigation on the Park Property pursuant to this section. The bond or other acceptable security shall be in a form approved by the City Attorney. The bond or other acceptable security shall be maintained by the Owner until such time as the Park is accepted by the City or the landscaping on the Park Property is approved, installed and accepted for maintenance by the property owner's association. (v.) Within five (5) business days of the adoption by the City Council of the Ordinance approving the Second Amendment to the Development Agreement, Owner shall execute and submit to the City for recordation an irrevocable offer of dedication to the Riverside County Flood Control District, in a form acceptable to the District's Engineer, of that portion of the Property required for expansion and renovation of Murrieta Creek. 6. The Development Agreement is hereby amended to incorporate a new Exhibit F., Legal Description of Park, which exhibit is attached to this Second Amendment, and incorporated herein, as Attachment 2. 7. Owner warrants and represents to the City that the persons described on Attachment 3. to this Second Amendment are the holders of liens or encumbrances in the Property or otherwise hold a security interest in the Property and that no other persons hold liens or encumbrances in the Property or otherwise hold a security interest in the Property. All of the persons described on Attachment 3. shall consent to this Second Amendment and subordinate their rights in the Property to this Second Amendment. 8. Except as specifically modified by the terms of this Second Amendment, all other terms and conditions of Development Agreement No. 90-1 shall remain in full force and effect. 9. The effective date of this Second Amendment to Development Agreement No. 90-1 shall be the date on which it is recorded in the Official Records of Riverside County. ///// IIIII R:\STAFFRPT\130PA95.CC 6/16/98 cd 38 IN wrrNESS WHF_.J1E/)F the parties hereto have executed this Agreement as of the date first wr/tten above. CITY OF TEMECULA BY: Attest: Ronald Roberts Mayor Susan Jones City Clerk Approved As to Form: Peter M. Thorson City Attorney WESTSIDE BUSINESS Centre LLC, a California limited liability company By: Dendy Real Estate & Investments Co., Inc., a California corporation, Manager By: Bill J. Dendy President R:\STAFFRP'D, 130PA95.CC 6/16/98 cd 39 CONSENT AND SUBORDINATION OF INTERESTS OF HOLDERS OF LIENS, ENCUMBRANCES OR OTHER SECURITY INTEREST IN THE PROPERTY The undersigned entity ("Secured Party") holds a security interest in the property described on Exhibit A. to this Second Amendment in the form of a deed of trust recorded on as Document No. in the Official Records of the County of Riverside ("Deed of Trust"). The Secured Party acknowledges the existence and validity of the Second Amendment to the Development Agreement, consents to its recordation, and hereby subordinates the covenants, terms and conditions of the Second Amendment to its Deed of Trust. Executed on , 1998. Name of Entity: By: Name of Signer: Title of Signer: By: Name of Signer: Title of Signer: [All signatures must be notarized.] R:\STAFFRPT\130PA95.CC 6/16/98 cd 40 ALL-PURPOSE ACKNOWLEDGMENT State of California County of Riverside , 1998, before me, , personally appeared [] [] personally known to me -OR- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. SIGNATURE OF NOTARY [] [] INDIVIDUAL(S) OFFICER(S) (TITLE[S]): CAPACITY CLAIMED BY SIGNER [] [] [] [] [] PARTNER(S) ATTORNEY-IN-FACT TRUSTEE(S) CHAIRPERS ON/MA YOR OTHER: SIGNER IS REPRESENTING: R:\STAFFRPT\130PA95.CC 6/16/98 cd 41 ATTACHMENT 1. TO SECOND AMENDMENT LEGAL DESCRIPTION OF PROPERTY pARCEL · OF PI/~'EL ~ NO. 4646 IN T~E COUNTY OF R~ERSIDE, STATE OF CALIFORNIA, l~ SHOWN B~ ~ ON FILE ~ BOOK 6 P~GE 7~ OF p~ ~S, ~CO~S OF ~~E ~~, ~~~G ~OM ~T ~RTI~ OF P~, 4 L~ NOR~T~Y OF D~ aO~ OF P~ ~" ~- 4646, BOOK 6 PAGE 75 OF P~C~ ~S, ~~S OF ~~E ~~, ~IFO~, ~ P~I~'a~Y D~~~ ~ ~~S: ... BEG~G AT ~ ~~ION ~0~ ON ~ P~ ~ · ~CE NOR~ 27 DE~ 30 ~ 00~ ~ ~NG ~ NORWAY ~0LONGATION OF ~ ~~ 0F ~T ~~ 66 F0~ WID~ RO~ 50 ~ ~ ~ NORWAY ~ 0F ~Y L~ 0F D~ R0~, ~ ~ ~ PO~ OF ~~ NOR~ 27 DE~ 30~ 00~ ~T ~0NO S~ NOR~T~Y ~0LONGATION 0F ~T ~T~ SOfTlY BO~~ L~ 0F ~~ .S0~ 62 DE~ 30~ 00" ~T ~NG SOfTlY Bo~Y L~ 0F ~~A ~ 48.23 ~~ SO~ 27 D~ 30~ 00~ ~T ~NG ~ A'L~ P~L~ TO ~ 26.78 ~ DIST~ ~OH ~ NOR~T~Y PROLONGATION OF ~ ~~~ OF ~T ~T~ ~ NOR~T~Y ~ 0F ~Y L~ OF D~ RO~ ~CE NOR~ 27 DE~ 30~ 00 OF ~Y L~ OF DTa~ ~ 48.23 NOR~T~Y ~00~NGaTION 0F FOOT WID~ RO~ ~ ~ NOR~T~Y RO~, B~G ~ ~ ~ OF BEG~G. R:\STAFFRPT\I30PA95.CC 6/16/98 cd 42 ATTACHMENT 2. TO SECOND AMENDMENT NEW EXHIBIT F TO DEVELOPMENT AGREEMENT LEGAL.DESCRIFTION OF PARK PARCEL 1: THAT PORTION OF PARCEL 2 OF PARCEL MAP NO. 4646, AS SHOWN BY MAP ON FILE IN BOOK 6, PAGE 75 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LYING NORTHEASTERLY OF THE NORTHEASTERLY LINE OF DIAZ ROAD ,AS SHO',k~ ON SAID PARCEL MAP NO. 4646. PARCEL 2: THAT PORTION OF PARCEL 3 OF PARCEL MAP NO. 4646, AS SHOWN BY PARCEL MAP ON FILE IN BOOK 6, PAGE 75 OF PARCEL MAPS, RECOP,_DS OF RIVERSIDE COUNTY, CALIFORNIA, LYING NORTHEASTERLY OF THE NORTHEASTERLY LINE OF DIAZ ROAD AS SHOWN ON SAID PARCEL MAP NO. 4646. EXCEPTING THEREFROM THAT PORTION AS CONVEYED TO THE EASTERN MUNICIPAL WATER DISTRICT BY DEED RECOP,_DED JUNE 30, 1989 AS INSTRUMENT NO. 218392 OF OFFICIAL RECOP,.DS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 3: THAT PORTION OF PARCEL 4 OF PARCEL MAP NO. 4646. AS SHOWN BY PARCEL MAP ON F~LE IN BOOK 6. PAGE 75 OF PARCEL MAPS. RECOR_DS OF RIVERSIDE COUNTY, CALfFORNIA, LYING NORTHEASTERLY OF THE NORTHEASTERLY LINE OF DIAZ ROAD AS SHOWN ON SAID PARCEL MAP NO. 4646. EXCEPTING THEREFROM THAT PORTION AS CONVEYED TO THE EASTERN MUNICIPAL WATER DISTRICT BY DEED RECORDED JUNE 30, 1989 AS INSTRUMENT NO. 218392 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY. R:\STAFFRYrF~I30PA95.CC 6/16/98 cd 43 ATTACHMENT 3. TO SECOND AMENDMENT LIST OF HOLDERS OF SECURITY INTERESTS IN PROPERTY R:\STAFFRFT\130PA95.CC 6/16/98 cd ATTACHMENT NO. 3 CITY COUNCIL RESOLUTION NO. 98- PARKLAND AGREEMENT FOR THE MURRIETA CREEK PILOT PARK PROJECT R:\STAFFRPT~ 130PA 95.CC 6/16/98 ATTACHMENT NO. 3 RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, CALIFORNIA, APPROVING THAT CERTAIN AGREEMENT ENTITLED "PARKLAND IMPROVEMENT AGREEMENT," FOR THE MURRIETA CREEK PILOT PARK PROJECT WHEREAS, concurrent with the execution of this Agreement, the City Council conducted a public hearing pertaining to Planning Application No. PA95-0130 (Amendment to Development Agreement) on June 23, 1998, at which time interested persons had opportunity to testify either in support or opposition of Planning Application No. PA95-0130; WHEREAS, the City Council received a copy of the Commission proceedings and Staff Report regarding Planning Application No. PA95-0130; WHEREAS, concurrently with the approval of this Agreement, the City and Owner entered into the Second Amendment to Development Agreement No. 90-1 on June 23, 1998; WHEREAS, the Second Amendment amended Section 4.2.1 (g) of the Development Agreement which requires that the five (5) acres of property located west of the Murrieta Creek Channel, east of Diaz Road and north of Winchester Road, shall be developed as a park in accordance with the design and construction requirements set forth in this Parkland Improvement Agreement; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ,ORDER AS FOLLOWS: Section 1. Findings. The City Council in approving the proposed Development Agreement Amendment makes the following findings, to wit: 1. The development to be carried out pursuant to the Second Amendment to Development Agreement No. 90-1 is consistent with the General Plan for Temecula and with all applicable requirements of State law and City ordinances. 2. The overall development of the land is designed for the protection of the public health, safety and general welfare. Section 2. Environmental Compliance. An Initial Study has been prepared for this project. The Initial Study determined that although the proposed project could have a significant effect on the environment, these effects are not considered to be significant due to mitigation measures contained in the project design. Any potentially significant impacts will be mitigated. R:\STAFFRPT~I30PA95.CC 6/16/98 cd 46 Section 3. The "Parkland Improvement Agreement" by and between Westside Business Centre, LLC and the City of Temecula is hereby approved and the Mayor is hereby authorized and directed to execute the Agreement on behalf of the City of Temecula in substantially the form attached hereto as Exhibit A and incorporated herein by this reference. Section 4. The City Clerk shall certify the adoption of this Resolution. Section 5. PASSED, APPROVED, AND ADOPTED this 23rd day of June, 1998. Ron Roberts, Mayor ATTEST: Susan W. Jones, CMC Acting City Clerk [SEAL] STATE OF CALIFORNIA COUNTY OF RIVERSIDE) SS CITY OF TEMECULA I, Susan W. Jones, CMC, Acting City Clerk of the City of Temecula, California, do hereby certify that the foregoing Ordinance No. 98- was duly introduced and placed upon its first reading at a regular meeting of the City Council on the 23rd day of June, 1998, and that thereafter, said Ordinance was duly adopted and passed at a regular meeting of the City Council of the City of Temecula on the 23rd day of June, 1998 by the following roll call vote: AYES: NOES: ABSENT: COUNCILMEMBERS COUNCILMEMBERS COUNCILMEMBERS Susan W. Jones, CMC Acting City Clerk R:\STAFFRPTH30PA95.CC 6/16/98 cd 47 EXHIBIT A PARKLAND AGREEMENT R:\STAFFRPT\130PA95.CC 6/16/98 cd 48 CITY OF TEM'F, CUI,A PARKI,AND IMPROVEMF, NT AGREEMENT This Parkland Improvement Agreement is made and entered into and shall be dated as of June 23, 1998 by and between the City of Temecula, California, a Municipal Corporation ("City"), and Westside Business Centre LLC, a California limited liability company ("Owner"). In consideration of the mutual covenants and agreements contained herein, the City and Owner hereby agree as follows: 1. Recitals. This Agreement is made with respect to the following facts which each of the parties agrees and acknowledges are true and correct: A. On October 18, 1990, the Owner's predecessor-in-interest, Rancho Core Associates No. 1, a California limited partnership, entered into that certain Development Agreement No. 1 with the City of Temecula (the "Development Agreement") which became effective on October 19, 1990. The Development Agreement at Section 4.2.1 (g) originally required the Owner to landscape approximately five (5) acres located west of the Riverside County Flood Control District Mumeta Creek Channel, east of Diaz Road and north of Winchester Road and to cause the Owner's Association of the development to maintain three acres in the vicinity of Lots 12, 95 and 119 of Tract No. 21383 as a park. B. Concurrently with the approval of this Agreement, the City and Owner entered into the Second Amendment to Development Agreement No. 90-1 on June 23, 1998. This Second Amendment amended Section 4.2.1 (g) of the Development Agreement which requires that the five (5) acres of property located west of the Mumeta Creek Channel, east of Diaz Road and north of Winchester Road, shall be developed as a park in accordance with the design and construction requirements set forth in this Parkland Improvement Agreement. The legal description of the property on which the park will be developed is attached hereto as Exhibit A and is incorporated herein by this reference as though set forth in full ("Park Property"). The Park Property is owned in fee by the Owner. 2. Design of Park Improvements A. Owner has submitted to the City construction plans for the Park ("Park Plans"), which plans are on file in the Office of the Director of Community Services. The Park Plans are hereby approved by the City. B. The Owner shall construct the Parkland Improvements in accordance with the Park Plans and the City Standards. The Director of Community Services of the City shall approve any changes to the Park Plans. City reserves the right to modify the standards applicable to the Park Property, the Parkland Improvement Plans, and this Agreement, when necessary to R:\STAFFRFIZI30PA95.CC 6/16/98 cd 49 protect the public health, safety or welfare or comply with applicable State or Federal law or City zoning ordinances. If Owner requests and is granted an extension of time for completion of the · improvements, City may apply the standards in effect at the time of the extension. C. With in fifteen (15) business days of the approval of this Parkland Improvement Agreement, Owner shall submit an estimated cost of the Parkland Improvements, which cost estimate shall be approved by the Director of Community Services. 3. Owner's Obligations to Construct Parkland Improvements. Owner Shall: A. Complete all the work required to construct and install all of the Parkland Improvements in conformance with the Parkland Improvement Plans and the City Standards, at Owner's sole cost and expense, within two (2) years after the effective date of the Second Amendment to the Development Agreement; B. Furnish the necessary materials for completion of the Parkland Improvements in conformity with the approved Parkland Improvement Plans and City standards; C. Acquire and convey to the City, at Owner's sole cost and expense, of the Park Property and all real property, rights-of-way, easements and other interests in real property necessary for construction or installation of the Parkland Improvements, free and clear of all liens and encumbrances. 4. Acquisition and Dedication of Easements or Rights-of-Way. If any of the Parkland Improvements and land development work contemplated by this Agreement are to be constructed or installed on land not owned by Owner, no construction or installation shall be commenced before: A. The offer of dedication to City or appropriate rights-of-way, easements or other interest in real property, and appropriate authorization from the property owner to allow construction or installation of the Improvements or work, or B. The dedication to, and acceptance by, the City of appropriate rights-of-way, easements or other interests in real property, and approved by the Department of Public Works, as determined by. the Director of Community Services. Nothing in this Section shall be construed as authorizing or granting an extension of time to Owner. R:\STAFFRPT\130PA95.CC 6/16/98 cd 50 5. Acceptance of Park by City. For the benefit of City, the acceptance of the Park and conveyance of the Park Property shall be contingent upon and subject to the occurrence of all of the following (or City's written waiver thereof, it being agreed that City can waive any or all such contingencies): A. The Park has been constructed in accordance with all approved plans. B. First American Title Company has issued a commitment to issue in favor of City of a CLTA Standard Coverage Owner's Policy of Title Insurance with liability equal to the value of the land and the value of the Park Improvements showing the fee interest in the Property vested in the City subject only to such title exceptions as are approved by the City Manager. C. City's approval of any environmental site assessment, soils or geological reports, or other physical inspections of the Park Property or the underlying real property. 6. Inspection and Maintenance Period. A. Owner shall obtain City inspection of the Parkland Improvements in accordance with the City standards in effect at the time of approval of the Parkland Improvement Plans. Owner shall at all times maintain proper facilities and safe access for inspection of the Parkland Improvements by City inspectors and to the shops wherein any work is in preparation. Upon completion of the work, the Owner may request a final inspection by the Director of Community Services, or the Director of Community Service's authorized representative. If the Director of Community Services, or the designated representative, determines that the work has been completed in accordance with this Agreement, then the Director of Community Services shall certify the completion of the Parkland Improvements to the City Council. B. Owner shall continue to maintain the Parkland Improvements for ninety (90) days after the Director of Community Services determines they have been completed. No improvements shall be finally accepted unless the maintenance period has expired, and all aspects of the work have been inspected and determined to have been completed in accordance with the Parkland Improvement Plans and City standards. Owner shall bear all costs of inspection and certification. 7. l~ljury to Public Improvements, Public Property or Public Utilities Facilities. Owner shall replace or have replaced, or repair or have repaired, as the case may be, all public improvements, public utilities facilities and surveying or subdivision monuments which are destroyed or damaged or destroyed by reason of any work done under this Agreement. Owner shall bear the entire cost of replacement or repairs of any and all public property on public utility property damaged or destroyed by reason of any work done. Under this agreement whether such property is owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or any public or private utility R:\STAFFRPTM30PA95.CC 6/16/98 cd 5 1 corporation or by any combination or such owners. Any repair or replacement shall be to the satisfaction, and subject to the approval, of the City Engineer. 8. Permits. Owner shall, at Owner's expense, obtain all necessary permits and licenses for the construction and installation of the improvements, give all necessary notices and pay all fees and taxes required by law, unless such fees as are imposed by the City are waived or reimbursed by the City. 9. Default of Owner. A. Default of Owner shall include, but not be limited to: Owner's failure to timely commence construction pursuant to this Agreement; Owner's failure to timely complete construction of the Parkland Improvements; Owner's failure to timely cure any defect in the Parkland Improvements; Owner's failure to perform substantial construction work for a period of 20 calendar days after commencement of the work; Owner's insolvency, appointment of a receiver, or the f'rling of any petition in bankruptcy either voluntary or involuntary which Owner fails to discharge within thirty (30) days; the commencement of a foreclosure action against the Subdivision or a portion thereof, or any conveyance in lieu or in avoidance of foreclosure; or Owner's failure to perform any other obligation under this Agreement. City shall provide written notice of any default to Owner. Owner shall cure any such default within fifteen (15) calendar days of the effective date of the Notice. In the event such default relates to matters which cannot be cured within the cure period with reasonable diligence or by the payment of monies due within the cure period, the cure period shall be extended to a maximum period of ninety (90) days, provided Owner commences to cure the default within the 15 day cure period and diligently pursues the cure to completion. B. The City reserves to itself all remedies available to it at law or in equity for breach of Owner's obligations under this Agreement. C. In the event that Owner fails to perform any obligation hereunder, Owner agrees to pay all costs and expenses incurred by City in securing performance of such obligations, including costs of suit and reasonable attorneys' fees. D. The failure of City to take an enforcement action with respect to a default, or to declare a breach, shall not be construed as a waiver of that default or breach or any subsequent default or breach of Owner. Owner agrees that the choice.of remedy or remedies for Owner's breach shall be in the discretion of City. E. A default under this Agreement shall also constitute a default under Development Agreement 90-1 between the City and Owner. R:\STAFFRFT\I30PA95.CC 6/16/98 cd 52 10. Warranty. Owner shall guarantee or warranty the work done pursuant to this Agreement for a period of one year after expiration of the maintenance period and final acceptance by the City Council of the work and improvements against any defective work or labor done or defective materials furnished. Where Parkland Improvements are to be constructed in phases or sections, the one year warranty period shall commence after City acceptance of the last completed improvement. If within the warranty period any work or improvement or part of any work or improvement done, furnished, installed, constructed or caused to be done, furnished, installed or constructed by Owner fails to fulfill any of the requirements of this Agreement or the Parkland Improvement Plans and specifications referred to herein, Owner shall without delay and without any cost to City, repair or replace or reconstruct any defective or otherwise unsatisfactory part or parts of the work or structure. Should Owner fail to act promptly or in accordance with this requirement, Owner hereby authorizes City, at City option, to perform the work twenty (20) days after mailing written notice of default to Owner and to Owner's Surety and agrees to pay the cost of such work by City. Should City determine that an urgency requires repairs or replacements to be made before Owner can be notified, City may, in its sole discretion, make the necessary repairs or replacements or perform the necessary work and Owner shall pay to City the cost of such repairs. 11. Owner Not Agent of City. Neither Owner nor any of Owner's agents or contractors are or shall be considered to be agents of City in connection with the performance of Owner's obligations under this Agreement. 12. Injury to Work. Until such time as the Parkland Improvements are accepted by City, Owner shall be responsible for and bear the risk of loss to any of the improvements constructed or installed. City shall not, nor shall any officer or employee thereof, be liable or responsible for any accident, loss or damage, regardless of cause, happening or occurring to the work or improvements specified in this Agreement prior to the completion and acceptance of the work or improvements. All such risks shall be the responsibility of and are hereby assumed by Owner. 13. Other Agreements. Nothing contained in this Agreement shall preclude City from expending monies pursuant to agreements concurrently or previously executed between the parties, or from entering into agreement with other subdividers for the apportionment of costs of water and sewer mains, or other improvements, pursuant to the provisions of the City ordinances providing therefor, nor shall anything in this Agreement commit City to any such apportionment. R:\STAFFRPT\I30PA95.CC 6/16/98 cd 53 14. Owner's Obligation to Warn Public During Con.,;truction. Until final acceptance of the Parkland Improvements, Owner shall give good and adequate warning to the public of each and every dangerous condition existent in said improvements, and will take all reasonable actions to protect the public from such dangerous condition. 15. Final Accel>tance of Work. Acceptance of the work on behalf of City shall be made by the City Council upon recommendation of the Director of Community Services after final completion and inspection of all Parkland Improvements. The Council shall act upon the Director of Community Services recommendations within thirty (30) days from the date the Director of Community Services certifies that the work has finally completed. Such acceptance shall not constitute a waiver of defects by City. 16. Indemnity/Hold Harmless. Owner has prepared or caused to be prepared plans and specifications for the Parkland Improvements and has agreed to construct and install the Parkland Improvements. City or any officer or employee thereof shall not be liable for any injury to persons or property occasioned by reason of the acts or omissions of Owner, its agents or employees in the performance of this Agreement. Owner further agrees to indemnify, protect and hold harmless City, its officials and employees from any and all claims, demands, causes of action, liability or loss of any sort, because of, or arising out of, acts or omissions or Owner, its agents or employees in the performance of this Agreement, including all claims, demands, causes of action, liability, or loss because of, or arising out of, in whole or in part, the design or construction of the Parkland Improvements and to pay all attorneys' fees and litigation costs and expenses of the City in defending itself against any such claim. This indemnification and Agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from the design or construction of the Parkland Improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design or construction of public drainage systems, streets and other public improvements. Acceptance of any of the Parkland Improvements shall not constitute any assumption by the City of any responsibility for any damage or taking covered by this paragraph. City shall not be responsible for the design or construction of the Parkland Improvements pursuant to the approved Parkland Improvement Plans, regardless of any negligent action or inaction taken by the City in approving the plans, unless the particular improvement design was specifically required by City over written objection by Owner submitted to the Director of Community Services before approval of the particular improvement design, which objection .indicated .that-the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design. After acceptance of the Parkland Improvements, the Owner shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect, however, Owner shall not be responsible for routine maintenance. Provisions of this paragraph shall remain in full force and effect for ten (10) years following the acceptance by the City of Parkland Improvements. Owner represents to the City that the architects and engineers who designed the Parkland Improvements are fully qualified and competent to perform the work of designing and R:\STAFFRPTX130PA95.CC 6/16/98 cd 54 preparing construction drawings for the Parkland Improvements. It is the intent of this section, therefore, that Owner shall be responsible for all liability for design and construction of the Parkland Improvements installed or work done pursuant to this Agreement and that City shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, or correcting any plans or specifications or in approving, reviewing or inspecting any work or construction. The improvement security shall not be required to cover the provision of this paragraph. 17. Time of the Essence. Time is of the essence of this Agreement. 18. Time for Completion of Work Extensions. Owner shall complete construction of the Parkland Improvements and convey all real property or interest therein to the City as may be required by this Agreement no later than two (2) years from the effective date of the Second Amendment to the Development Agreement. 19. No Vesting of Rights. Performance by Owner of this Agreement shall not be construed to vest Owner's rights with respect to any change in any change in any zoning or building law or ordinance. 20. Notices. All notices required or provided for under this Agreement shall be in writing and delivered in person or sent by registered mail, postage prepaid and addressed as provided in this Section. Notice shall be effective on the date it is delivered in person, or, if mailed, three (3) business days following the date of deposit in the United States Mail. Notices shall be addressed as follows unless a written change of address is filed with the City: Notice to City: City Manager City of Temecula 43200 Business Park Drive Post Office Box 9033 Temecula, California 92589-9033 R:\STAFFRPT\130PA95.CC 6/16/98 cd 55 Notice to Owner: Westside Business Centre LLC c/o Dendy Real Estate & Investment Co. Attention: Bill J. Dendy, President 21. Severability. The provisions of this Agreement are severable. If any portion of this Agreement is held invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect unless amended or modified by the mutual consent of the parties. 22. Litigation or Arbitration. In the event that suit or arbitration is brought to enforce the terms of this contract, the prevailing party shall be entitled to litigation costs and reasonable attorneys' fees. 23. Entire Agreement. This Agreement constitutes the entire Agreement of the parties with respect to the subject matter, except for matters which may be included in Development Agreement No. 90-1 between the City and Owner, as amended. In the event of a conflict between the terms of the Development Agreement and this Agreement, the terms of the Development Agreement shall prevail. All modifications, amendments, or waivers of the terms of thi.s Agreement must be in writing and signed by the appropriate representative of the parties. In the case of the City, the appropriate party shall be the City Manager. ///// IIII/ R: \STAFFRPT\ 130PA95 .CC 6/16/98 cd 5 6 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above. CITY OF TEMECULA BY: Attest: Ronald Roberts Mayor Susan Jones, CMC City Clerk Approved As to Form: Peter M. Thorson City Attorney WESTSIDE BUSINESS CENTRE LLC, a California limited liability company By: Dendy Real Estate & Investments Co., Inc., a California corporation, Manager By: Bill J. Dendy President R:\STAFFRF~I30PA95.CC 6/16/98 cd 57 ALL-PURPOSE ACKNOWLEDGMENT , State of California County of Riverside , 1998, before me, , personally appeared [] [] personally known to me -OR- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. SIGNATURE OF NOTARY [] [] INDIVIDUAL(S) OFFICER(S) (TITLE[S]): CAPACITY CLAIMED BY SIGNER [] [] [] [] [] PARTNER(S) ATTORNEY-IN-FACT TRUSTEE(S) CHAIRPERSON/MAYOR OTHER: SIGNER IS REPRESENTING: R:\STAFFRPT~I30PA95.CC 6/16/98 cd 58 EXHIBIT A LEGAL DESCRIPTION OF PARK PROPERTY PARCEL i: THAT PORTION OF PARCEL 2 OF PARCEL MAP NO. 4(546, AS SHOWN BY MAP ON FILE IN BOOK 6, PAGE 75 OF PARCEL MAPS, RECORDS OF REVERStDE COUNTY, CALIFORNIA, LYING NORTHEASTERLY OF THE NORTHEASTERLY LINE OF DIAZ ROAD AS SHOW%~ ON SAID PARCEL MAP NO. 464{5. PARCEL 2: THAT PORTION OF PARCEL 3 OF PARCEL MAP NO. 4646, AS SHOWN BY PARCEL MAP ON FILE IN BOOK 6, PAGE 75 OF PARCEL MAPS, RECORDS OF RIVERSIDE COO~'TY, CALIFORNIA, LYING NORTHEASTERLY OF THE NORTHEASTERLY LINE OF DIAZ ROAD AS SHOWN' ON SAID PARCEL MAP NO. 4646. EXCEPTING THEREFROM THAT PORTION AS CONVEYED TO THE EASTERN' ,ML:.-NICIPAL WATER DISTRICT BY DEED RECORDED JUNE 30, 1989 AS INSTRUMENT NO. 218392 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 3: THAT PORTION OF PARCEL 4 OF PARCEL MAP NO. 4646..:kS SHOWN' BY PARCEL MAP ON F~LE IN BOOK 6. PAGE 75 OF PARCEL MAPS. RECORDS OF RIVERSIDE COUNTY. CALIFORNIA, LYING NORTHEASTERLY OF THE NORTHEASTERLY LINE OF DIAZ ROAD AS SHOW.'N ON SAID PARCEL MAP NO. 4646. EXCEPTING THEREFROM THAT PORTION AS CONVEYED TO THE EASTERN MYTICIPAL WATER DIST1UCT BY DEED RECORDED .rL.rNE 30, 1989 AS ENSTRUMENT NO. 218392 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY. R:\STAFFRFr\130PA95.CC 6/16/98 cd 59 ITEM 20 APPRO L CiTY ATTORNEY DIRECTOR OF FINA CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Council/City Manager Gary Thornhill, Community Development Director July 14, 1998 Consideration of First Amendment to Development Agreement and Agreement for Reduction of Development Impact Fees for Paseo (Paloma) Del Sol Project RECOMMENDATION: That the City Council: 1. Introduce and read by title only an an Ordinance entitled: ORDINANCE NO. 98- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE "FIRST AMENDMENT TO AMENDMENT AND RESTATEMENT OF DEVELOPMENT AGREEMENT, PASEO DEL SOL" BETWEEN THE CITY OF TEMECULA AND CAL-PASEO DEL SOL, LLC, SPECIFIC PLAN 219 (PLANNING APPLICATION NO. PA95-0116) 2. Adopt a Resolution entitled' RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "PUBLIC FACILITIES DEVELOPMENT IMPACT FEE REDUCTION AGREEMENT" BETWEEN THE CITY OF TEMECULA AND CAL- PASEO DEL SOL, LLC DISCUSSION: CaI-Paseo del Sol, LLC, is the current owner of the Paseo del Sol Project. This property consists of approximately 820 acres constituting the easterly and southerly portions of Paloma del Sol within Specific Plan 219 and located westerly of Butterfield Stage Road between State Highway 79 south and Pauba Road. The Owner's predecessors in interest, KRDC Inc. and Mesa Homes, entered into an Amendment and Restatement of Development Agreement with the City pursuant to Government Code Section 65864, et seq., which was recorded on February 18, 1993 as Instrument No. 62043, Official Records of Riverside County ("Development Agreement"). R:\STAFFRPT\l16PA95.CC 7/7/98 klb 1 Specific Plan No. 219 was approved on September 6, 1998. On November 18, 1997 the City approved an Addendum to the Development Agreement which updated the Development Agreement to include the changes made to Specific Plan No. 219. The Addendum also provides for the City to initiate an amendment to the Development Agreement to address the dedication of certain properties and public improvements to the City. Owner and City Staff have determined that certain park land, greenbelts, slopes, recreational facilities and paseos which were contemplated to be dedicated to the City under the Development Agreement should be owned and maintained by the Owners and conveyed to an appropriate homeowners association as the Property develops, rather than being owned and maintained by the City. Under the First Amendment, the facilities described in the Development Agreement will continue to be requirements of the Owner under the Development Agreement, except as such requirements may have been modified by amendments to Specific Plan No. 219 or other land use entitlements approved by the City and accepted by the Owners. Such facilities will, however, now be owned and maintained directly by the Owners or successor homeowner associations, rather than by the City, with funding for maintenance assessed upon the homeowners within the Property. The First Amendment also provides for a credit on the Owner's development impact fees, although it does not specify all of the details of the credits. Aseparate agreement addressing the development impact fee reductions for the Project based on public improvements constructed will be presented to the City Council in order to comply with the requirements of the original Development Agreement. The credits set forth in the DIF Reduction Agreement were generated by the terms of the Development Agreement and are consistent with the provisions of Chapter 15.06, Public Facilities Development Impact Fee, of the Temecula Municipal Code. The credits to be applied to the Owner's development impact fees are for the value of regional public improvements constructed by the Owner as part of the Project and for partial value of the extensive private park improvements to be made by the Owner. ENVIRONMENTAL DETERMINATION: The Project has been the subject of extensive prior environmental review. A full and complete environmental review in accordance with the provisions of the California Environr, lental Quality Act was conducted for the adoption of Specific Plan No. 219 on September 6, 1988, and again for the approval of the original development agreement on November 7, 1988, the approval of the restated and amended Development Agreement on January 12, 1993and for the latest amendment to the Specific Plan No. 219 on January 13, 1998. None of the conditions described in 14 Cal. Admin. Code Sections 15162 or 15163. The First Amendment only changes the entity responsible for maintaining the public improvements once constructed and does not substantially change the nature of the public improvements. Therefore, no further environmental review is required for the First Amendment to the Development Agreement. FISCAL IMPACT: The amendment of the Development Agreement is expected to have a positive fiscal impact because the homeowners association will be taking over maintenance responsibilities for the facilities originally anticipating CSD maintenance. The Development Impact Fee Agreement will be financially nuetral because the developer will receive public facilitiy credits equal only to the actually amount spent constructing the covered public improvements. R:\STAFFRPT\l16PA95.CC 7/7/98 klb 2 ATTACHMENTS: o Ordinance No. 98- approving First Amendment to Development Agreement - Page 5 Resolution No. 98- approving DIF Reduction Agreement - Page 9 Proposed "First Amendment to Amendment and Restatement of Development Agreement, Paseo Del Sol" - Page 13 Proposed "Public Facilities Development Impact Fee Reduction Agreement" to be considered by the City Council - Page 14 Amendment and Restatement of Development Agreement, Paseo Del Sol, recorded February 18, 1993 - Page 15 R:\STAFFRPT\l16PA95.CC 7/7/98 klb 3 ATTACHMENT NO. 1 PROPOSED ORDINANCE R:\STAFFRPT\l16PA95.CC 7/7/98 klb 4 ORDINANCE NO. 98- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE "FIRST AMENDMENT TO AMENDMENT AND RESTATEMENT OF DEVELOPMENT AGREEMENT, PASEO DEL SOL" BETWEEN THE CITY OF TEMECULA AND CAL-PASEO DEL SOL, LLC, SPECIFIC PLAN 219 (PLANNING APPLICATION NO. PA95-0116) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES ORDAIN AS FOLLOWS: Section 1. The City Council hereby finds determines, and declares as follows: A. Section 65864 et seq. of the Government Code of the State of California and Temecula City Resolution No. 91-52 authorize the execution of development agreements, and amendments thereto, establishing and maintaining requirements applicable to the development of real property; B. The predecessors in interest of Cal-Paseo del Sol ("Owner"), KRDC Inc. and Mesa Homes, entered into an Amendment and Restatement of Development Agreement with the City pursuant to Government Code Section 65864, et seq., recorded on February 18, 1993 as Instrument No. 62043, Official Records of Riverside County ("Development Agreement"). C. The property to which the Development Agreement applies consists of approximately 820 acres constituting the easterly and southerly portions of Paloma del Sol within Specific Plan 219 and located westerly of Butterfield Stage Road between State Highway 79 south and Pauba Road. D. Owner and City entered into an Addendum to the Development Agreement on November 18, 1997 which provides for the City to initiate an amendment to the Development Agreement to address the dedication of certain properties and public improvements to the City. E. Notice of the City's intention to consider adoption of the Development Agreement and to consider the findings under the California Environmental Quality Act that a Supplemental EIR or Subsequent EIR is not required has been duly given in the form and manner require by law for both the public heating before the Planning Commission and the public hearing before the City Council. R:\STAFFRPT\l16PA95.CC 7/7/98 klb 5 F. The Planning Commission conducted a duly noticed public hearing on the Development Agreement on July 1, 1998 at which time the Planning Commission heard and considered all of the written material and oral comments presented to it on the proposed environmental findings and the proposed Development Agreement. Following said hearing the Planning Commission adopted Resolution No. 98-024 recommending that the City Council approve the First Amendment to Amendment and Restatement of Development Agreement, Paseo del Sol. G. Developer and City have determined that certain park land, greenbelts, slopes, recreational facilities and paseos which were contemplated to be dedicated to the City under the Development Agreement should be owned and maintained by the Owners and conveyed to an appropriate homeowners association as the Property develops. Under the First Amendment, the facilities described in the Development Agreement will continue to be requirements of the Development Agreement, except as such requirements may have been modified by amendments to Specific Plan No. 219 or other land use entitlements approved by the City and accepted by the Owners; however, such facilities will be owned and maintained directly by the Owners or successor homeowner associations, rather than by the City, with funding for maintenance assessed upon the homeowners of the Property. H. The Project has been the subject of extensive prior environmental review. A full and complete environmental review in accordance with the provisions of the California Environmental Quality Act was conducted for the adoption of Specific Plan No. 219 on September 6, 1988, and again for the approval of the original development agreement in November 7, 1988, the approval of the restated and amended Development Agreement in Janaury 12, 1993 and for the amendment of Specific Plan No. 219 on January 13, 1998. None of the conditions described in 14 Cal. Admin. Code Sections 15162 or 15163, and therefore, no further environmental review is required for the First Amendment to the Development Agreement. I. The First Amendment is consistent with the objectives, policies, general land uses, and programs specified in the City of Temecula's General Plan and Specific Plan No. 219. J. The First Amendment is in conformity with the public convenience, general welfare, and good land use practice because it makes reasonable provision for a balance of land uses compatible with the remainder of the City. K. The First Amendment will not be detrimental to, and in fact enhances, the health, safety, or general welfare because it provides adequate assurances for the protection thereof through the implementation of the Applicable Rules. R:\STAFFRPT\l16PA95.CC 7/7/98 klb 6 Section 2. Based on the evidence in the record before it, and after careful consideration of the evidence, the City Council hereby finds and determines that neither a Subsequent EIR a Supplemental EIR, nor further environmental review is required for the Development Agreement pursuant to Public Resources Code Section 21166, 14 Cal. Admin. Code Sections 15162 or 15163. Section 3. The "First Amendment to Amendment and Restatement of Development Agreement, Paseo Del Sol" by and between the City of Temecula and Cal-Paseo del Sol, LLC, is hereby approved and the Mayor is hereby authorized and directed to execute the First Amendment on behalf of the City of Temecula in substantially the form attached hereto and incorporated herein by this reference as Exhibit A. Section 4. The City Clerk shall certify to the passage of this ordinance and shall cause the same to be published in the manner required by law. this PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula __ day of , 1998. ATTEST: Ron Roberts, Mayor Susan W. Jones, CMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) CITY OF TEMECULA ) SS I, Susan W. Jones, City Clerk of the City of Temecula, California, do hereby certify that the foregoing Ordinance No. __ was duly introduced and placed upon its first reading at a regular meeting of the City Council on the __ day of , 1998, and that thereafter, said Ordinance was duly adopted and passed at a regular meeting of the City Council of the City of Temecula on the __ day of , 1998 by the following roll call vote: R:\STAFFRPT\l16PA95.CC 7/7/98 klb 7 AYES: NOES: ABSENT: C OUNCILMEMBERS: COUNCILMEMBERS: C OUNCILMEMBERS: Susan W. Jones, CMC City Clerk R:\STAFFRPT\l16PA95.CC 7/7/98 klb ~ ATTACHMENT NO. 2 PROPOSED RESOLUTION R:\STAFFRPT\l16PA95.CC 7/7/98 klb ~ RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "PUBLIC FACILITIES DEVELOPMENT IMPACT FEE REDUCTION AGREEMENT" BETWEEN THE CITY OF TEMECULA AND CAL-PASEO DEL SOL, LLC THE PLANNING COMMISSION OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City Council hereby finds determines, and declares as follows: A. Section 65864 et sea_. of the Government Code of the State of California and Temecula City Resolution No. 91-52 authorize the execution of development agreements, and amendments thereto, establishing and maintaining requirements applicable to the development of real property; B. Cal-Paseo del Sol's ("Owner") predecessors in interest, KRDC Inc. and Mesa Homes, entered into an Amendment and Restatement of Development Agreement with the City pursuant to Government Code Section 65864, et seq., recorded on February 18, 1993 as Instrument No. 62043, Official Records of Riverside County ("Development Agreement"). C. The property to which the Development Agreement applies consists of approximately 820 acres constituting the easterly and southerly portions of Paloma del Sol within Specific Plan 219 and located westerly of Butterfield Stage Road between State Highway 79 south and Pauba Road. D. Owner and City entered into an Addendum to the Development Agreement on November 18, 1997 which provides for the City to initiate an amendment to the Development Agreement to address the dedication of certain properties and public improvements to the City. E. Notice of the City's intention to consider adoption of the Development Agreement and to consider the findings under the California Environmental Quality Act that a Supplemental EIR or Subsequent EIR is not required has been duly given in the form and manner require by law for both the public heating before the Planning Commission and the public hearing before the City Council; F. The Planning Commission conducted a duly noticed public hearing on the Development Agreement on July 1, 1998 at which time the Planning Commission heard and considered all of the written material and oral comments presented to it on the proposed environmental findings and the proposed Development Agreement; R:\STAFFRPT\lI6PA95.CC 7/7/98 klb ] 0 G. Owner and City have determined that certain park land, greenbelts, slopes, recreational facilities and paseos which were contemplated to be dedicated to the City by the Development Agreement should be owned and maintained by the Owners and conveyed to an appropriate homeowners association as the Property develops. Under the First Amendment, the facilities described in the Development Agreement will continue to be requirements of the Development Agreement, except as such requirements may have been modified by amendments to Specific Plan No. 219 or other land use entitlements approved by the City and accepted by the Owners; however, such facilities will be owned and maintained directly by the Owners or successor homeowner associations, rather than by the City, with funding for maintenance assessed upon the homeowners of the Property. H. The Project has been the subject of extensive prior environmental review. A full and complete environmental review in accordance with the provisions of the California Environmental Quality Act was conducted for the adoption of Specific Plan No. 219 on September 6, 1988, and again for the approval of the original development agreement in November 7, 1988, the approval of the restated and amended Development Agreement in Janaury 12, 1993 and for the amendment of Specific Plan No. 219 on January 13, 1998. None of the conditions described in 14 Cal. Admin. Code Sections 15162 or 15163, and therefore, no further environmental review is required for the First Amendment to the Development Agreement. I. The First Amendment is consistent with the objectives, policies, general land uses, and programs specified in the City of Temecula's General Plan and Specific Plan No. 219. J. The First Amendment is in conformity with the public convenience, general welfare, and good land use practice because it makes reasonable provision for a balance of land uses compatible with the remainder of the City. K. The First Amendment will not be detrimental to, and in fact enhances, the health, safety, or general welfare because it provides adequate assurances for the protection thereof through the implementation of the Applicable Rules. Section 2. Based on the evidence in the record before it, and after careful consideration of the evidence, the Planning Commission hereby finds and determines that neither a Subsequent EIR a Supplemental EIR, nor further environmental review is required for the Development Agreement pursuant to Public Resources Code Section 21166, 14 Cal. Admin. Code Sections 15162 or 15163. Section 3. The City Clerk shall certify the adoption of this Resolution. R:\STAFFRPT\lI6PA95.CC 7/7/98 klb '1 '] PASSED, APPROVED AND ADOPTED by the City Council of the City of Temecula on July 14, 1998. ATTEST: Ron Roberts, Mayor Susan W. Jones, CMC City Clerk [SEAL] STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF TEMECULA SS I, Susan W. Jones, City Clerk of the City of Temecula, do hereby certify that the Resolution No. 98- was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof, held on the __ day of , 1998, by the following vote, to wit: AYES: COUNCILMEMBERS: NOES: C OUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Susan W. Jones, CMC City Clerk R:\STAFFRPT\l16PA95.CC 7/7/98 klb ~ 2 ATTACHMENT NO. 3 PROPOSED AMENDED AND RESTATED DEVELOPMENT AGREEMENT R:\STAFFRPT\l16PA95.CC 7/7/98 klb 'l 3 FIRST AMENDMENT TO AMENDMENT AND RESTATEMENT OF DEVELOPMENT AGREEMENT, PASEO DEL SOL THIS FIRST AMENDMENT is made and entered into as of July 28, 1998 by and between the City of Temecula, a municipal corporation ("City") and Cal-Paseo del Sol, LLC, a California limited liability company, constituting the merger of and continuing entity of Cal-Paloma del Sol, LLC, a California limited liability company, and Cal-CPS Southeast LLC, a California limited liability company ("Owners"). In consideration of the mutual covenants and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. This Amendment is made with respect to the following facts and purposes which the parties hereto acknowledge as true and correct: a. Owners' predecessors-in-interest, KRDC, Inc. and Mesa Homes, entered into an Amendment and Restatement of Development Agreement (" Development Agreement") with City pursuant to Government Code Section 65864, et seq., recorded on February 18, 1993 as Instrument No. 62043, Official Records of Riverside County. Subsequently, KRDC, Inc. acquired all of the interests of Mesa Homes in the property subject to the Development Agreement. b. The Development Agreement encompasses a mixed land use subdivision project incorporated into Specific Plan No. 219 known as "Paloma del Sol. c. By partial assignment and assumption agreement, KRDC, Inc. assigned, and Owners assumed, all of the rights, title, interest, benefits, privileges, duties and obligations arising under or from the Development Agreement binding on approximately eight hundred twenty (820) acres constituting the easterly and southerly portions of Paloma del Sol included within Specific Plan No. 219 (the "Property"), as described in Exhibit A attached hereto). The Property is now referred to as "Paseo del Sol." Said assignment and assumption agreement was part of the conveyance of the Property froln KRDC, Inc. to Owners. d. Owners and City have determined that certain park land, greenbelts, slopes, recreational facilities and paseos which were contemplated to be dedicated to the City should be owned and maintained by the Owners and conveyed to an appropriate homeowners association as the Property develops. The facilities described in the Development Agreement will continue to be requirements of the Development Agreement, except as such requirements may have been modified by amendments to Specific Plan No. 219 or other land use entitlements approved by the City and accepted by the Owners; however, such facilities will be owned and maintained directly by the Owners or successor homeowner associations, rather than by the City, with funding for maintenance assessed upon the homeowners of the Property. 06-25-98 10019-00002 S:\152\98010019.AM5 e. This Amendment is consistent with the General Plan of the City of Temecula and Specific Plan No. 219, as amended. f. On July 1, 1998, the Planning Commission of the City of Temecula held a duly noticed public hearing to consider this Amendment, following which hearing the Planning Commission adopted Planning Commission Resolution No. 98- recommending that the City Council approve this Amendment. g. On July 14, 1998, the City Council of the City of Temecula held a duly noticed public hearing to consider adoption of this Amendment, following which hearing the City Council introduced Ordinance No. 98- approving this Amendment, which Ordinance was adopted by the City Council on July 28, 1998. as follows: Section 12.5 of the Development Agreement is hereby amended to read "12.5 Parks, Greenbelts and Paseos. The approximate 200 acres of park land, greenbelts, slopes and paseos (both west and east sides of Paloma del Sol and Paseo del Sol) which are shown on Exhibit E, attached and made a part hereof and incorporated by this reference, and recreational improvements to be installed or constructed thereon as to Paloma del Sol, shall be owned, developed and maintained by the Paloma del Sol Master Community Association and/or any Paloma del Sol Sub-Associations and as to Paseo del Sol, shall be owned, developed and maintained by Owners to eventually be owned and maintained by the Paseo del Sol Master Community Association and/or any Paseo del Sol Sub-Associations as those areas are depicted on Exhibit E." as follows: Section 12.6 of the Development Agreement is hereby amended to read "12.6 Main Recreation Areas. The seven main recreation areas and the terms for ownership and maintenance by Owners, the Paloma de Sol and Paseo del Sol Master and Sub Community Associations, or dedication to the City and maintained by the City are described as follows: (a) A five-acre park located in Specific Plan Planning Area 29A and within Tract 24188 ("5-Acre Park") to be dedicated to the City and maintained by the TCSD. (b) A nine-acre park located in Specific Plan Planning Area No. 37 and within Tentative Tract 25417 ("9-Acre Park") has been improved by Owners with two baseball diamonds/soccer field combination with lights, restroom and concession building, group picnic area, drinking fountains and trash receptacles, and parking lot and has been dedicated to the City. 06-25-98 10019-00002 S:\152\98010019.AM5 2 (c) A seven and seventy-four hundredths-acre (7.74) park located in Tract 24133-2, Lot 114 ("7.74-Acre Park") shall be improved as a "passive park" and may be dedicated to the City and maintained by the TCSD or owned and maintained by the Paloma del Sol Master Community Association as mutually agreed to by City and Owners. (d) A thirteen and eighty-four hundredths-acre (13.84) paseo park located in Tract 24133-3, Lot 106 (" 13.84-Acre Paseo Park") currently improved with tot lots, basketball courts, tennis court and picnic areas with tables and barbecues, and walkways/bikeways with lighting, owned and maintained by the Paloma del Sol Master Community Association. (e) An approximate five and nine-tenths-acre (5.9) paseo park located in Tract 24134-3, Lots 68, 69, 70, 71 and a portion of Lot 83 of Tract 24134-F ("5.9-Acre Paseo Park") currently improved with a tot lot, basketball court and picnic areas with tables and barbecue, and walkways/bikeways with lighting, owned and maintained by the Paloma del Sol Master Community Association. (f) A seven and forty-four hundredths-acre (7.44) park located in the Eastside Tract 24186-4, Lot 1 ("7.44-Acre Park") planned to be improved with a combination recreation center, swimming pool, tennis court, group picnic area, drinking fountains and trash receptacles, and parking lot shall be developed, owned and maintained by the Owners or successor homeowner associations. (g) A nine and thirty-five hundredths-acre (9.35) paseo park located in Lots 121 and 122 of Tract 24186-1, Lots 121 and 129 of Tract 24186-2 and Lot 121 of (future) Tract 24187-F ("9.35-Acre Paseo Park") planned to be improved with a picnic area, walkway/bikeways with lighting landscaping and irrigation and which may be improved with a basketball court and tot lot, and shall be developed, owned and maintained by the Owners or successor homeowner associations. (h) Recreation areas shall be developed as required by the land use entitlements and in accordance with City standards. as follows: Section 12.7 of the Development Agreement is hereby amended to read "12.7 Remaining Open Space Areas. (a) The remaining recreation and open space areas consist of approximately 142 acres of greenbelt paseos, roadway paseos, public parkway and slope landscaping, included within Paloma del Sol and Paseo del Sol. (b) Those perimeter and interior greenbelt paseos, roadway paseos, parks and slopes shown on Exhibit E shall be maintained by the Paloma del Sol 06-25-98 10019-00002 S:\152\98010019.AM5 3 Master and Sub-Community Associations or the Paseo del Sol Master or Sub-Community Associations." Section 12.8 of the Development Agreement is hereby amended to read as follows: "12.8 Timing of Park Improvements and Transfer to City or Homeowner Association. (a) Owners shall construct improvements to the 5~Acre Park to be located in Tract 24188 and shall dedicate the 5-Acre Park to City and City shall accept the 5-Acre Park prior to the issuance of: (i) the 174th building permit in Tract 24187-1 and Tract 24187-2; or (ii) the first building permit in Tract 24187-Final; or (iii) the first building permit in Tract 24188 (excluding the 67 dwelling units in Tract 24188- 1), whichever occurs first. (b) The parties acknowledged that the 9-Acre Park described in Section 12.6(b) has been completed and dedicated to the City, and Owners' obligations with respect to construction of the park site improvements pursuant to this Development Agreement with respect to said park have been satisfied. Additional street improvements to De Portola and construction of Campanula Way adjacent to the 9-Acre Park will be completed as development of the adjoining tracts occurs. (c) Improvements to the 9.35-Acre Paseo Park located in Lots 121 and 122 of Tract 24186-1, Lots 121 and 129 of Tract 24186-2 and Lot 121 of Tract 24187-Final shall be completed prior to issuance of the 100th combined building permit within Tracts 24187 and 24188. (d) Improvements to the 7.44-Acre Park to be located in Tract 24186-4 shall be completed prior to the issuance of the 200th combined building permits within Tracts 24182, 24184, 24185 and 24186. Other equivalent parks in the vicinity may be substituted for improvement of this park if approved in writing by the City Manager or an Addendum to the Development Agreement. (e) Improvements to the remaining greenbelt paseos, roadway paseos, public parkway and slope landscaping, both east and west sides of Paloma del Sol to be developed, owned and maintained by the Owners or successor homeowner associations, shall occur in accordance with the following schedule: Tract 24133 The 7.74-Acre Park shall be completed prior to the issuance of the 2376th building permit within the Westside maps, bounded by Margarita Road to the West, Pauba Road to the North, Meadows Parkway to the East and State Highway 79 to the South. 06-25-98 10019-00002 S:\152\98010019.AM5 4 Tract 24182-1 Tract 24182-2 Lot 62 Tract 24182-3 Lots 117 and 118 Tract 24182-4 Lot 103 · To be developed as active parks with facilities that may include junior tot lots, toddler tot lots, basketball courts, group picnic area, drinking fountains, trash receptacles and benches. · To be completed prior to issuance of 50% of the building permits for the proposed 374 dwelling units within Tract 24182-1 through 4. Proposed Tract 24182-5 throuah Final Lot 66 · To be developed as a passive park. · To be completed prior to issuance of 50% of the building permits for the proposed 188 dwelling units within Tract 24182-5 through Final. Tract 24184-1 and Final Lots 79-82 · To be developed with paseos and activity nodes with passive recreation. · To be completed prior to issuance of 50% of the building permits for the proposed 136 dwelling units within Tracts, 22184-1 and Final. 06-25-98 ~0019-00002 S:\152\98010019.AM5 5 Tract 24185-1, 2 and Final Lots 110-112, Lot 143 · To be developed as Passive Parks. · To be completed prior to issuance of 50% of the building permits for the proposed 351 building permits within Tracts 24185-1, 2 and Final. Tract 24186-1 Lots 119 and 120 · To be developed with paseos and activity modes with passive recreation. · To be completed prior to the issuance of 50% of the proposed 116 building permits within Tract 24186-1. Tract 24186-2 Lots 124 through 128 · To be developed with paseos and activity nodes with passive recreation. · To be completed prior to issuance of 50% of the proposed 120 building permits within Tract 24186-2. Tract 24187 Lots 372 and 373 · To be developed as paseos with activity nodes with passive recreation. · To be completed prior to issuance of 50% of the building permits within the Tract. Tract 24188 · The 5-Acre Park shall be improved and shall be dedicated to the City and City shall accept prior to issuance of: (i) the 174th building permit in Tract 24187-1 and Tract 24187-2; or (ii) the first building permit in Tract 24187-Final; or (iii) the first building permit in Tract 24188 (excluding 67 dwelling units in Tract 24188-1), whichever occurs first. 06-25-98 10019-00002 S:\152\98010019.AM5 6 Lot 352 To be developed as a passive park. To be completed prior to issuance of 50% of the building permits for Lots 217 through 351. Lots 372 and 378 To be developed as passive parks. To be completed prior to issuance of 50% of the building permits for Lots 1 through 216. Lot 374 · To be developed as paseos and activity nodes with passive recreation. To be completed prior to issuance of 50% of the building permits for Lots 1 through 216. (f) Owners may extend the improvement completion dates as set forth in this Amendment with written consent from the City Manager of City. (g) It is acknowledged and agreed that the design and lot numbering of future tract maps may change and will be incorporated in an Addendum without the need to process further amendments to the Development Agreement so long as the goals, intent and purpose of the Development Agreement are maintained." 6. Section 12.10 of the Development Agreement entitled "Park Improvement Fee Credits" shall be modified to read as follows: "At the time of completion of the improvements and transfer of the 5-Acre Park as provided in this Amendment, Owners shall receive a credit equal to 100 % of the amount of the "Park and Recreation Improvements" component of the City's Development Impact Fee ("DIF"), including any future increased adjustments in said component based on the actual costs of the park improvements incurred by Owners not to exceed Six Hundred Twenty Five Thousand Dollars ($625,000). Owners rnza,~y,., but shall not be obligated to, construct park improvements costing more than $6~,000. Owners shall receive a fee reduction of up to 50% of the amount of the Park and Recreation Improvements component of the DIF, including future increased adjustments, in said component for private parks constructed in Paseo del Sol. The Park and Recreation Improvements component DIF reductions, as set forth in this Amendment, shall be calculated and applied at the time of payment. Owners shall be entitled to 06-25-98 10019-00002 S:\152\98010019.AM5 7 modify this Agreement by Addendum to reflect any proportionate credit increase for private park improvements caused by a reduction in Paseo del Sol project densities." 7. Section 12.11 of the Development Agreement entitled "Park Fee Obligation" shall be modified to read as follows: "Owners' Quimby Park obligation for Paseo del Sol is fully satisfied by the provision of this Amendment and the public and private parks, greenbelts and paseos, as shown on Exhibit E." 8. Section 12.12 of the Development Agreement shall be modified to read as follows: Recreation areas as provided in this Amendment shall be developed in accordance with the land use entitlements and City Standards. With respect to the 5-Acre Park and public median improvements, Owners shall post performance and labor/material bonds for these improvements prior to construction as provided in this Amendment. 9. Exhibit E to the Development Agreement is hereby deleted and is replaced with a new Exhibit E which is attached hereto. 10. modified to show: Section 23 of the Development Agreement entitled Notices shall be To City: With copy to: To Owner: With copy to: City of Temecula City Clerk P.O. Box 9033 43200 Business Park Drive Temecula, CA 92589-9033 Peter M. Thorson, Esq. Richards, Watson & Gershon 333 S. Hope Street, 38th Floor Los Angeles, CA 90071-1469 James M. Delhamer Newland Associates, Inc. 9404 Genesee Avenue, Suite 230 La Jolla, CA 92037 Dennis D. O'Neil, Esq. Hewitt & McGuire, LLP 19900 MacArthur Blvd., Suite 1050 Irvine, CA 92612 06-25-98 10019-00002 S:\152\98010019.AM5 8 11. This Amendment contains two exhibits: Exhibit A--the Property description, and Exhibit E -- the replacement to Exhibit E in the Development Agreement. Each exhibit is attached hereto and incorporated herein as though set forth in full. 12. It is hereby acknowledged and agreed that any recital, section, provision or exhibit of the Development Agreement not specifically modified by this Amendment shall remain in full force and effect. 13. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. No. 98- 14. This Amendment shall be effective as of the effective date of Ordinance __ which approved this Amendment. IN WITNESS WHEREOF, this Amendment has been executed by the duly authorized representatives of the parties hereto as of the date set forth above. "CITY" THE CITY OF TEMECULA, a California municipal corporation By' Ronald H. Roberts, Mayor ATTEST: Susan Jones, City Clerk 06-25-98 10019-00002 S:\152\98010019.AM5 9 APPROVED AS TO FORM: Peter M. Thorson, City Attorney "OWNERS CAL-PASEO DEL SOL, LLC, a California limited liability company, constituting the merger and continuing entity of CAL-PALOMA DEL SOL, LLC, a California limited liability company, CAL- CPS SOUTHEAST, LLC, a California limited liability company By: Name: Title: By: Name: Title: 06-25-98 10019-00002 S:\152\98010019.AM5 10 Q30706 PARCEL A: OPiN SPACE LOT llA OF'TRACT NO. 24133-2, AS SHOWN BY MAP ON "FILE IN BOOK 230 PAGES 42 Ti~.-ROUGH 47 , iNCLUSiVE, OF ~.A. PS , RECO_q_OS OF RIVERSIDE CO'JAITY, CAL!FOR_NiA . T-~-AT CERTAIN P~-RCEL OF LP_R~D SITUATED iN THE CiTY O? m--u-~CULA, COb~Y OF RiVERSiDE, STATE OF C~r~vw .... NG THOSE PORTIONS P~_RCELS !, 2, 3 A_N~ 5! OF PARCEL ~3. p NO. 23432 AS SHO~ FiLE iN BOOK !59 PAGE(S} 38 !HROUGH 5! OF PARCEL ~.PS, ~ECOP~S Ri~RSiDE CODifY, C~iFOP_NiA, ~EiNG BOb~ED ON iHE EAST BY CEN~EP. LiN~ OF ~OWS P~AY AS SHO~ ON SAiD P~-RCEL F~P ~_N~ BEING BO~ED ON THE NORTH BY THE FOLLOWING DESCRIBED LINE: BEGiN-~'-'iNG A_' z_-_~ iN-EERSECTiON O? El-iF CEh-3EPJ~iN-E O? .-~FF--~_~OWS ........ ~=-_ AS SHOA~' ON SAiD PARCEL T~CE >~ONG SAiD CEh~ERLiN~ OF CA~PA_%~-LA WAY SOUzr. 54 ~ 00' '~ST 123. 00 FEET EO THE ~EGiR~iNG OF A i~_NGER~ Cb~%~ CONCA~ NOR~ERLY D_N~ i~AViNG A ~iUS OF !000.00 FEET; T~NCE ALONG SAiD Cb~,VE ~Sm=~- v ..... ~- ~9!.2! FEET !HROUGH A CE~_L ~_NGLE OF 39" 36' !2"; TZ~NCE ?~_NGE~ FROM SAiD Cb~,%~ NORTH B6~ 23' 48" ~S? 333.69 TO THE ~EGIN~!NG OF A TA_NGER~ CURVE CONCA%~ NORTHEASTERLy D_%~ i~AV!NG A ?~iUS OF !000.00 FEET; zHENCE ALONG SAiD Cb~VE NO~Ti~STEP. Ly 529.22 r~z z~ROUGH A A_NGLE OF 53 ~ 4~' 48"; ~ENCE ~_N~ER~ FROH SAiD C:u~,%~ NORiH 32° 35' 00" ~S~ ~!4.4~ ~0 A POi~ EN ~HE CE~ERLi~ OF DE ~ORTOLA 2OA~ AS SHO~ ON SAiD ~ C~L ~z~. EXCEPTING THEREFROM Ti~E FOLLOWING DESCRIBED ~ or' --'r OF L~_%-D: BEGi~'i~¢-VNG ~ ~ ~OST ~S?ERLY COP~-ER OF SAiD P~.CEL ~=~NC~ A~ONG THE NO ..... ~,-S .... m_ Lih~ OF SAiD P~CEL NORill 73~ 03' 54" EA_S~ 26 ~ 70 ~m ~0 A_N A_NGL. E PO~N~ __ -- ' --- - I ...... ~.~; THENCE A2ONG A L!~ PA3~_LLEL ~iiH ?HE CE~ERLib~ OF Y~-RGDEi?A SO~H !6° 56' 06" EAST 227 .&3 FEE~ ?O A Li~ PAP~_LLEL ~i?H A_%~ 665.00 FEE? NO.,z ..... ~_ FROH mum SOUTHERLy LZ~ OF SAiD PARCEL; THENCE ALONG SAiD PAP~_LLEL LiNE NORiH 73° 23' 20" EAST 403.31 TO A L.i~ ~a~TL~L Wi!H A_N~ 565 00 FEZ! vnSmu~r.v ~ ........ · ............ O.: SAiD %~STERL'f Li~ OF PARCEL !: .... : .... ~ON~ LAST SAiD ~AP>_LLEL LiNE SOUTH 16° 56' 06" EAS? 5S5. 0! ..... C~ ALONG ~ LiNE PAP~_LLEL ~'ITH '' -,-m SOU!HERA.!' LiNE NOR?}{ 73 o 23' 20" EAST 533 . 00 rz~!; .... : C_ SO;JFR !6 06' 40' EAS? 70.00 FEEl !O SAiD SOUTHERLY LiNE OF P}IC!L ~ · .... N~ ALONG !HE ~ -~ .... S'- P.kRC - I 7~eOUGH o O u., s~r.: LiNE OF .~zD l~ ...... ~01 T ~:-x:~ = .... ..... z_,~- COURSES: SOUTH 73 o~, ~0' ~ST !~ 62 39 TEET TO .~N '~: 438706 !XHENCE NORTiq 61° 46' 24" ~ST 49.38 FEET; T~E~NCE NORTH ! 6 o S 6 ' 0 ~" ~-E-- S T 866 . ! 4 FEET TO TPiE POiNI2 OF BEGINNING. CONTA!-XriNG: '31.56 ACRES, MORE OR LESS, PA--RCEL C: TEn-k-AT CERTAIN o~RCEL OF LaN,-D SITUATED iN ~w-~ rTv ..... ---~ C___ OF TE~CULA, COU!~-Ty OF RiVERSiDE, STA_TE OF CALiFOP~NiA, BEING THOSE PORTIONS Oz-' PARCELS !, 2, 3 .'-_N-D S! OF PARCEL .~_~p NO. 23432 AS SHOe_~ BY HAP ON FILE SN BOOK 159 PAGE(S) 38 T:-ZROUGH 61 OF P3P. CEL ?-APS, RECOP~S OF RIVERSIDE CO~-N.-?¥ CALiFOP~N!A : vT - -~ -----o- v , , -~__NG NORTHERLY .'-_4'-0 -ASz_..s_ OF THE FOLLOWING DESCRIBED LINE: BEGiNtiNG AT THE iNTERSECTiON OF THE CENT'ERLiN-E OF ~c~-ADOWS W__~ THE C~N~ERLiN~ OF CD~PD~NiLA ---v AS ~- SHOe~ ON SAiD P}_qCEL ~_P; ~S~NCE 3~ONG S_=AD C_N ...... h~ OF C}~PA_Ni~. WAY SOb~H 54" ~0 ' O0" ~Sl !23 . 00 FEET TO T=~ BEG!~!NG OF _. P~.VING A P~lgS OF !000.00 FEE?; }-NGL~ OF 22 ~ 08' 20" TO A POZN~ ON ' g' -'- DESCRIBED iN GP~_~ DEED RECOP~ED ~' ~C~' ~ ! ......... AS iNS NO. !!~9 OF OFFiCi}~ RECOP~S OF RiVERSiDE COb~y, CALiFOP~NiA; ~CE ALONG SAiD ~iA~ LiN~ -NORTH 25~ 44' 32' SAiD SOL~HERLY COP~N~R; ~CE ~ONG THE BO~}P.y LiN~ OF SAiD PSP~ S FOLLOWING COblSES: NOR~6 39~ 28' 00" EAST 733.13 FEET; z~--NCE N~R~H 48° D3' 26" e~S? 370.35 FEEl; ~6EN~'E NORTH 51° 4!' 43' %~S? 197.34 rmmf EO .... MOST NORTHERLY COP~N~R OF SAiD P}P,X SiTE ~EiNG A PO!N~ ON A CUP. VE CONCAVE }-%~ i~%ViNG A P~!US OF !!50.00 FEE? !N iHE SGb~HERLY LiNE OE DE POR?ALO RO}~ AS SHOe~' ON SAiD PARCEL THENCE P~iALLY FROM THE SAiD CURVE NORiH 55: 30' 25" elST 50.00 FEET ~O iHE CEN~ERLiN~ OF SAiD DE ~ .... ' .... zN_,zzON OF SUBJECT L!N~. P}-RCEL D: (PALOFL-! DEL SOL) PP--RCELS z THROUGH 6, iNCLUSiVE, AS SH0iQ~ B'f P.'--RCEL FL~.p 23432 ON FiLE iN: 5OOk 159 PAGES 35 iHROUGTM 6! 0TM ~z~--: ~' ~S , ........... ~- RECORDS OF R!VER5!DE CO%~..-_my, CALXFOP~N'iA; ALSO Ei(CEPiiNG FROF.f PP--RCELS 5 .'-_','-O 6 T?_'-.? ?OR!iC'N LYING Wi!HiN NO ~z~36- ~ ON FiLE -:: BOOK 232 PAGES 2! THROUGH ~! OF ?Lh. PS RECORD5 OF RiVERSiDE COUIJi!', CALiFOPD~iA. ' · ' h3070 PA--RCEL E: (PALOMA ,DEL SOL) LOTS ! THROUGH !0!, iNCLUSiVE, A_N-D OPEN SPACE LOTS 102 .'-_N,-D !03 OF Ti~ACT NO 24!36-1 AS SHO~'.-N- BY ~o ON Fi-E iN BOOK 232 PAGES 31 ~OUGH 4 ! , iNCLUSi%~, OF F~.PS, RECOP~S OF Ri~RSiDE COO~Y, ~IFO~IA. PA-~CEL ?: Ti~_AT CERTAIN PA_RCEL OF LAN-D SITUATED iN THE CiTY O? TE.~CUL~q, COUN-!_Y OF RIVERSIDE, STATE OF CALiFO_:LNiA, BEING Ti~AT PORTION OF PARCEL ! OF PP---RCEL HAP NO. 23432, AS SHOAl' BY H~.P ON FiLE iN BOOK 15~ PAGE (S) 38 THROUGH ~! OF PARCEL Y~.PS, RECOP~S OF Ri%~RSiDE COUntY C~LT~nU~-T~ DESCRIBED AS FOLLOW'S: BEGiN-NiNG AT THE MOST '~ ~_S~_..,._ COP=~-ER OF SAiD PA_~.CEL !; T~iENCE ALONG THE NORT:~STERL'_-' LiNE OF SAiD P.'--RCEL NO.qTH 73° 03' =~.S_ ~6! 70 FEET. TO ~._N ~=\~GLE POih-F THEREIN; '_"r_ENCE ALONG ' LiN~ ~ ~-~r. WiTH 7uS CEN~-'ERL!N-E OF ?-~-RG~_RiTA RO~',_D 665.00 FEEl NOR!HERLY FROH ?HE SOLdiERLY LiN~ OF SAiD PDICEL; ~NCE }~ONG SAiD PAP~LLEL L!N~ NORTH 73~ 23' 20" EAS!, 403.3! FEEl ' ~ ........ FROff SAiD ~S?ERLY LiN~ OF PARCEL !; iHENCE ALONG LAST SAiD ~'~'r~=- LiN~ _ FEE~; ~NCE ALONG A LiN~ P}P~.LLEL WiTH SAiD 50UiHERL 23' 20" EASI, 533. 00 FEET; ,-ENCE SOL~H !6~ 36' 40" EAST, 70.00 FEE? ~O SAiD SOb~HERL'f LiN~ P}_RCEL !; 7~NCE ALONG m~-= B OU2~A o v Li~ OF SAiD ....... - ....... ?HROUGH THE FOLLOWING COb!SiS: SOL~H 73~ 23' 20" elS?, 1162.79 FEET T0 }_%' ~ENCE NORTH 61° 46' 24" R~S?, ~9.38 ~CE NOR!H ! 6 o 56 ' O 5" e~Sl, S 56 . ! 4 ~P 70 ~{E POiN~ OF BEGiNliNG. .NO. D A_'Z Z ' 430?06 $ T--ITYL~_-i _'~ T 0_--' _AZX DUE AND P----GU_--_5? 'r~AT T_-I_X D'-C=--P:..-~-TZGN NOT BE ~_.0=' " '~z"=? O? -"-:. --'-z--°-~-'--.'N"='~ ?,ZC'DP, D r_'% _._=.E O-'-'~ZCZ OF 'r=--' COUN%-v P--'-CC-='-DZ3, PUP, SU~-NES' T'O 2ZC%ZON !1932 P__=V. AS'ID _'rP.X COD-- ~-ND CGU~'!'_y C_~DZN~=NC=' =64_5.31_0 To: RiVERSiDE Coup%',' Recuest is hereky made i_n accordance w{.~. :~ provisicns of the KRDC , i~C A CJ!ZYOP~N!A CO~ O.~.__ON C.&L-?J_~OY_~. DZL SOL, LLC, A C.:_~ i_rOP~iA LLu. iiED Li._,~ili_wy 6 .9P3.-'=\-f The nz=.~e_~=_-,· desc_-i~ed in z.ke =-czm.?.nanvi.-.c J:c'~v. ent is '_.:cazed in (she=' .-_.-~,_ of c'_'nv o_- '~ni-ncm_-~._ozzz=_d The a=moun% of .-_a:< due cn nine ac--m~.~ar,'£ir, r. ~cc ...... is 3 l,lO0.00 ?OlX C~T:,-~'C'~.~' O.'q '-'-~ 1 1 -- ~ ,-.~ ,-, · .' '" c~m~u=-°d cn -",'~'~ vaiua less liens and K?~C, i.NC. , a California corpora:ion (/i_--r_., Naz:e ) Zsc_-cu,- .N'u?._b.~-: 766!z:2/20_,.308,~ PARCEL A: PARCEL5 27 THROUGH 50, INCLUSIVE, TOGETHER WIT~ LETTERED LOTS J THROUGH Q, INCLUSIVE, AS SHOWH BY PARCEL MAP B00~ 159 PAGES 38 THROUGH 51, INCLUSIVE OT ~ARCEL MAPS RECORDS OF RIVERSIDE COUNTy, CALITDRMIA. PARCEL B: THAT PORTION OF PARCEL 51 0F PARCEL MAP HO. 23432 AS SHOWN BY PARCEL nAP 'ON TILE IN BOOK 159 PAGES 38 THROUGH 61, INCLUSIVE, OF PARCEL MAPS, RECORDS Oy RIVERSIDE COUNiY, CALITORNIA,-LYINC EASTERLY OF THE CENTERLINE OY MEADOWS OA~XUAy AS S~OWN ON SAiD PARCEL MAP. ' " PUBLIC FACILITIES DEVELOPMENT IMPACT FEE REDUCTION AGREEMENT This Public Facilities Development Impact Fee Reduction Agreement ("Agreement") is entered into to be effective on July 14, 1998 by and between the City of Temecula, a California municipal corporation ("City") and Cal-Paseo del Sol, LLC, a California limited liability company constituting the merger and continuing entity of Cal-Paloma Del Sol, LLC, a California limited liability company, and Cal-CPS Southeast, LLC, a California limited liability company ("Owners"), with reference to the following: RECITALS A. Owners own approximately eight hundred twenty (820) acres constituting the easterly and southerly portions of Paloma del Sol included within Specific Plan No. 219 (the "Property"). The Property is now referred to as "Paseo del Sol." The City has approved land use entitlements for Paseo del Sol constituting 2,702 detached residential units, 638 attached residential units and 47.3 acres of commercial development. B. On August 26, 1997, the City Council of City adopted Ordinance No. 97-14 being an ordinance of the City of Temecula amending Chapter 15.06 of the Temecula Municipal Code relating to public facilities development impact fees and credits ("DIF Ordinance"). On August 12, 1997, the City Council of the City adopted Resolution No. 97-94 being a resolution of the City Council of the City of Temecula restating the terms of Resolution No. 97-45, which established and imposed a public facilities development impact fee and clarifying certain matters in Resolution 97-45 ("DIF Resolution"). C. The DIF Ordinance requires a developer to pay the Public Facilities Development Impact Fee ("DIF") for residential and commercial construction in an amount established by the DIF Resolution. D. Section 15.06.040 of the DIF Ordinance entitles a developer to a reduction in the amount of a component of the DIF if the developer constructs public facilities relating to that component pursuant to the City's Capital Improvement Plan ("CIP") and the public facilities constructed are those for which the DIF is designated as the funding source. The specific component of the DIF which would have funded the improvement when installed shall be reduced by the amount of design, engineering and construction costs that would be reasonably incurred by the City in building those same public facilities. E. Section 15.06.050(A)(2) of the DIF Ordinance provides that any developer whose development is subject to the DIF and who has constructed or financed regional or regionally significant public facilities substantially similar to those facilities that are listed or otherwise identified in the City's CIP, such as streets, traffic signals and public parks, may apply for a reduction in the DIF. The City shall consider entering into an agreement with any developer applying for a reduction pursuant to this provision. F. City and Owners are entering into this Agreement for the purpose of setting forth certain reductions in the amount of specified components of the DIF based on the construction 06-24-98 10019-00002 S:\152\97110004.AG4 · Urban '6- Lancs Arterial '~ - Lanes Major 4 - Lanes $econclar) J - ~ancs ?nncipal 2 - Spicflit P~n Road Size Vanes Im¢[c~n~c Impmvcmcn~ I \ The City of :[ MECU.LA General Plan Protram \ \ I \ RECORDer) AT T}~ R.EOUEST OF City Clerk Cily of Temecula WHeN I~ECORD1~D ~ TO ..Ci~/Clerk iry of Temecula .-.43174 Business Park Drive ~Temecula, CA 92590 (Space Above L.me For Recorcier's Use) AMENDMENT AND RESTAI~.ME~ OF DEVELOPM'i~-N~ AGREEMENT PALOMA DEL SOL 01-06-~;~3 12221 EX2HIBIT A EX}-ITRrr B EXI-I~IT C Ex/41Rrr D EXHIBIT E EX~'~IT F EXHIB~ EXISTING DEVELOPMENT APPROVALS EXISTING LAND USE REGULATIONS LEGAL DESCRIP'IION AGREEMENT FOR PAYMENT OF NON.RESIDENTIAL PUBLIC FACI1 _ITIES FEES MAP OF PARKS, PASEOS, GREENBELTS AND SLOPES CITY PARK STANDARDS 01-08-93 12221-0CX)6~ F: ~0C~15~92C[30012. 62043 AMENDMENT AND RESTATEMENT OF DEVELOPMENT AGREEMENT BETWEEN CITY OF TEMECULA sud KRDC, INC, ~ MESA HOMES (hlom~ dd Sol) This Amendment and Restatement of Developmere Agreement ("Agreement") is entered into to be effective on the date it is recorded with the Riverside County Recorder (the "Effective Date") by and :among the City of Temecula, a C~lifomia munidpal corporation ("City") and the persons and entities lhted below ("Owner"): a C~iforn/a corporation, formerly known as Bedford Development Company, a California corporation, and Mesa Homes, a C~l;¢ornia corporation RECITALS A. Pursuant to Cnlifomia Government Code Section 65864, et seq. ("Development Agreement Statutes"), Owner's predecessor in interest, Ka/ser Development Company and the County of Riverside ("County") entered into Development Agreement No. 4 recorded in the Official Records of Riverside County on November 7, 1988, as Instrument No. 325513 ('Development Agreement"). B. The Development Agreement encompasses a project formerly located within County approved Specific Plan No. 219 known as "Paloma del Sol", a mixed use subdivision (the "Project") to be developed on property owned by Owner which became a pan of the zmmlcipa] boundaries of the City when the City incorporated on December 1, 1989. 01-08-~ 12221 F: 62043 C. Pursuant w the provisions of the Development A~reemem Statutes, the CiD, became the successor-in-interest to the County under the Development Agreemere upon incorporation of the City. D. Pu_~uant to Section ~5865 of the Development Agreement Statutes, the City and Owner propose to restate and ~mend the Development A~recment to substitute thi~ Agreement for the Development A~'eement. E. Pursuant and subject to the Development A~'eemem Stntutes, the City's police power~ and City Resolution No. 91-$~ City is authorized to enter into binr~ing a~reemenu with persons having legal or equitable interest in real property Ioc~ted within the City's municipal boundazies or sphere of influence thereby establishing the conditions under which such property may be developed in the City. F. By electing to enter into this Agreement, City shall bind future members of the City Council of City by the obligations specified herein and further limit the fllttlre exercise of governmental and proprietary powera of members of the City Council. Likewise, Ow;aer shall bind ~ts successor~ in interest to the obligations specified in this Agreement. G. The term~ and conditions of thi~ Agreement have undergone extensive review by the staff of the City, the planning Commi;_sion of the City and the City Council of City and have been found to be fair, juit and reasonable. H. City finds and determines that it will be in the best interests of its citizens and the public health, safety and welfare will be served by entering into this Agreement. All of the procedures and requirements of the c'~llfornia Environmental Quality Act have been met with respect to this Agreement. J. City was incorporated on December 1, 1989. Pursuant to California Government Code Section 65360, the City has thirty (30) months following incorporation to prepare and adopt a 01 o 08oilr1 12221-OO06, F :'~X:~"'~ 1S~92iZ3,0012.12S 2 62043 general plan. Thh 30-month period may be ex~ended by approval of the Cal/fom/a Office of Pl:~ing and Research ("OPR"). OPR has extended this period and authorized the City to enter into development agreements so long as the City Council makes the findings set forth in C..alifomia Government Code Section 65360 ('Section 65360). Dm'/ng thi~ 30-month period, the City may approve development projec~ without being subject to the requirement that is decision~ be consistent with the general plan so long as the findings set forth in Section 65360 are met which 6ridings the C~ty Council of City have made. K. Riverfide County Ord/nance No. 659 establJahes public facilities and services · knpact fees for residential development w/Thin City ("RSA Fees"). City requ/res these revenues to m/figate the impact of development. City requ/res RSA Fees from development of the Property in order to complete capital projects to mitigate the impact of the development. L The Development Agreement provided for public facilities and services impact fees ("County Impact Fees") higher than the RSA Fee. a. These higher fees, particularly during the present recession, unduly discourage and delay development and thereby preyera City from ever receiving the RSA Fees. Consequently, the City desires to reduce the County Impact Fees for residential development in the Project to a level comparable to the RSA Fees. M. Effective January 31, 1992, the City and Owner entered into a Memorandum Of Understanding ("MOU") which, among other Things, establJahes the terms and conditions under which this Agreement would eliminate the County Impact Fees and replace it with a City Public Facfi/t/es Fee. N. Effective A~g~t 11, 1992, the City and Owner entered into a Restatement and Amendment of the MOU ("Amended MOU~) to provide, -mong other things, that for a period of two years, Owner shall pay Interim Public Fadlities Fees and dedicate to City certain park land and recreation facilities in order to satisfy Owner's O-imby Park Fee obligation. 01-08-g3 12~1-00064 F: ~lx::~"~ 1S~9"J030012.12S G2043 O. Under the terms of the .amended MOU, Owner is obli~ted to pay a Public "' Facilities Fee for non-residential development ("Non-Residential Public Facilities Fee') and enter into an agreement to pay said Non-Residential Public Facilities Fee in the event City has not adopted a Non-Residential Public Facilities Fee at the time Chvner requests City to issue builrti-g permit(s) for commercial development in the Project. P. A dispute has arisen between the City and Owner over the amount of fees or land dedication for park or recreational purposes Owner is required to provide to City as allowed under Section 66477 of the C~lifornia Government Code ("Q,,irnby Park Fees"). 0. On May 20, 1987, the County amended Ch'rli-=,~ce No. 4~S0 authorizing the imposition of Qn,irnby Park Fees. Ordinance No. 460 required adoption of an implementation resolution designating a recipient of the Ouimby Park Fees. On June 28, 1988, pursuant to Resolution No. 88-218, the County designated CSA 143 as the recipient of Q,~imby Park Fees subject to the adoption of a master pin- On June 27, 1989, pursuant to Resolution No. 89-331, the Coun~ adopted a m~ter plan for CSA 143, establishing the Quimby Park Fees at three (3) acres per 1,000 new residents ('County Park Fee Standard"). R. Pursuant to Resolution No. 90-53, adopted on May 8, 1990, City has adopted ~dmby Park Fees of five (5) acres of land for parks and recreational purposes, or payment of fees in lieu thereof, for every 1,000 people to reside in the proposed subdivision ("City Park Fee Standard"). S. The City interprets the Development Agreement to permit the imposition of increased Q~ir~by Park Fees computed on the City Park Fee Standard and has required Owner to pay Quimby Park Fees based on the City Park Fee Standard as a condition of issuance of building permits for Palom~ del Sol. Owner disagrees with thi~ position and interprets the provisions of the Development Agreement to limit the City's authority to impose Q,~imby Park Fees based on the park 01-0~o9~ 12221-0006~ - F: ~X:~",,1SZ~9ZIZ3~O 12.1~; 4 and open space requirements of the Specific Plan as approved by the County and incorporated into the Development Agreement. T. In order to avoid a legal challenge to the Ouimby Park Fees and to prevent the r~mnin~p of any relev~ut statutes of limitation while attempts are being m~de to resolve thi_~ dispute, Owner and City have entered into a Standstill A~reement effective on April 9, 1991, as :.mended ('Standstill Agreement"). U. City and Owner acknowledge thzt development of Paloma del Sol will result in a generation of sigui6can! m,,~icipal revenue, public i~/rastructure fadlities and the enhancement of the quality of life, inclur~i-g recreation facilities for pre~nt and future residents of the City. The benefits to the City and Owner contemplated by development of the Palore. del Sol Project include: (1) the opportunity for a residential-commercial project creating si~i6cant job opporumides, sales tax and ad valorem tax revenues for the City;, (2) payment of subst--t/-! impact fees to be reed to solve City and regional tr:,~c ~astruct'm'e demands; (3) a payment of public facilities fees; (4) participation in special assessment and/or c0mmlmity faciaties d~tricts t0 finance City and regional lu~'aswacture improvements; (5) the creation of si~it~cant park, recreation and open space dedicatiom for public use and the protection of $i~it~cant natural resources. V. The City and Owner acknowledge that due to the present economic recemion, none of these benefits to the City are possible unle~ the Palore. del Sol Project proceech with development. The panics further acknowledge and agree that the present structure of fees and private recreation and open space requ/.rements create~ s'abst:~ntial knpediment~ to development of the Paloma del Sol Project. 01-(~-9'J 12221 ;: ~"~, t .~,9'~I~012.12~ 62043 W. Without admitting or determining any rights or obl/gafiom as between City ar" Owner, each to the other, with respect to the amount of the Ouimby Park Fees, and solely to avoid the potential expense and inconvenience of protracted litigation. and to balance the needs of the City to provide adequate parks and recreational iadlifies with the difficulty of land development in today's economy, City and Owner a~ee that in heu of additional Ouimby Park Fees, Owner will dedicate and develop parEand as described in this Agreement. X. Within forty-eight (48) hours of the effective date of this Agreement, Owner shall deliver to the Pl~,~ir~g Department a check payable to the County Clerk in the amount of Eight Hundred Seventy-Five Dollars ($875.00), which includes the Eight Hundred Fi/'ty Dollar ($8S0.00) fee required by Fish and G~me Code Section 711.4(d)(3) plus the Twenty-Five Dollar ($2.~.00) County administrative fee to enable the City to Hie the Notice of Determination required under Public Resources Code Sec~on 21152 and 14 Cal. Code of Regulations 15094. If w/thin such forty-eight (48) hour period the Owner has not delivered to the Pl,r~ing Department the check required above, i Agreement shall be void by reason of failure of condition, Fish and Game Code Section 711.4(c). Pa.vment of th/.s fee shall satisfy the Owner's obligation to pay a similar fee requixed/n connect/on with the approval of Amendment 3 to Specific Plan 219 applicable to the Project. Y. City Council of City has approved thi~ Agreement by Ordlr-~nce No. 92-19 adopted on January 12, 1993, and effective on February I2, 1993. On the Effective Date, the Development Agreement shall be termln:~ted and of no fth"ther force and effect having been replaced by this Agreement. NOW, TI--IEREFORE, in consideration of the above Recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of wh/ch is hereby acknowledged and incorporated herein, the parties agree: 01-0~-93 12221 F: ~:X:~", 152%~ 12. l:m S2043 City. r)efinition,:. 1.1 1.2 1.3 In this .Agreement, unless the context otherwis~ requ/res: 'Assodation' is the Paloma del Sol Assodation (HOA). 'City" is the City of Temecula. 'City Public Fa~illty Fee" h an amount to be cstablhhcd by Ordinance of 1.4 "County" is the County of Riverside. 1.~ "County Public Facilities and Services Fee" meun< the County Development Agreement Fee as set forth in Section 4.2. of the Development Agreement. 1.6 "Development Exaction" me-ns any requirement of City in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land, the consu'uction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other pubhc interesm 1.7 "Development Plan" means the Existing Development Approvals defined in Section 1.8 below which are applicable to development of the Property. 1.8 - "Existing Development Approvals" meam those' certain Development Approvals in effea as of the effective date of tl,,i_~ Agreement with respea to the Property, inclueting, without limitation, the "Existing Development Approvals" listed in Exhibit A which were approved by Co v or ,he city. z/f' 1.9 'Financing District' mean,: a community facilities district formed pursuant to the Mello-Roos Community Fadlities District Act of 1982 (California Government Code Scction 53311 e~ l~l., as amended), an assessment d/strict formed pursuant to the I~ndscaping and Lighting Act of 1972 (C~lifornia Streets and Highways Code Section 22.500 et.,fg,11., as amended), a special assessment district formed pursuant to a Municipal Improvement Act of 1913 (California Streets and Highways Code Section 10102, as amended), or any other special assessment district existing pursuant 01 -~-~3 IZ221-IXX]~ F: %iX:~'% 152%92Q30012. TZi; 7 62043 ~o State law formed for the purposes of ~umciug the cost of public improvements, facilities, servic' ' and/or public facilities fees within a specific geographical area of t. he City. 1.10 "Interim Public Facilities Fee" means an amount of Three Thousand Dollars ($3,000.00) per each residential ,,r, it developed in the Project. 1.I1 "~ and Use Regulations" means all ordinances, resolutions, codes, rules, regulations and of:Scial policies of City, gover~i,~g the development and use of land including without {ir-itation, the permitted use of land, the density or. intensity of use, subdivision requirements, the maxim,,m height and size of proposed buildings, the provisions for reservation or dedication of laud for public purposes, and the design, improvement and constructiou standards and specificat. ions applicable to the development of the Property listed ou Exiu'bit B which are a rn~ner of public record on the Effe~ve Date of th~ Agreement. "~ ~nd Use Regulatious" does no~ include any County or City ordinance, resolution, code, rule, regulation, or ot2icial policy, gover~i,~v: (a) The conduc~ of businesses, professions, and occupations; (b) Taxes and assessments; (c) The control and abatement of nuisances; (d) The granting of encroa~'hmem permits and the conveyance of rights and interestz which provide for the use of or the entry upon public property;, 1.12 (e) The exercise of the power of er-{nem donn~in "Owner" me~n~ the person having a legal or equitable interest m the Property, 1.13 "Passive Park Improvements" means park facilities, including picnic tables, tot lots, horseshoe playing areas and bar-b-ques. 1.14 "Project" is the development of the Property in accordance with the Development Plan. F: ',ix:x:", 1.~12.12:G G2043 1.1~ "l:Yoperzy" is the real property described in Eodu'bit C. 1.16 "RSA Fee" mea.~' the ~o~t of ~e public raffles fee esmb~hed by Coun~ Or~n~ce No. 659. 1.17 'Subsequent Dcvclopm~t ~pro~' mc~ ~ D~vclopmcn: Appro~ req~ed subsequent to the Effe~ve Date ~ comecon ~ development of ~e Prope~. 1.18 "Subsequent ~-nd Use Relation" me-n~ ~y ~ ~nd Use Read,on adopted ~d effe~ve ~er ~e Effe~ve Date of thk ~eemen~ 2. Interest of ~er. ~er repr~en~ ~at it ~ ~e fee rifle interest m ~e ~ope~ ~d ~at ~ o~er penore holding legS.or eq~le ~terem ~ ~e ~ope~ ~e to be bo~d by thi~ ~eemenL 3. F.~hibi~. ~e foRo~g doo~men~ ~e refened to ~ tbi~ A~eement ~tmched hereto ~d rode a p~ hereof by thi~ referent: ~it Desi~a~ou A B C D E F 4. ~ 4.1 ~e tern of ~ ~eement sh~ commence on ~e Effe~ve Date md sh~ e~end for a pe~od of ten (10) ye~ ~ere~er, -n~em thk ~eement g te~in~te~ modified or e~ended by ~~ces set fo~ ~ thi~ ~eement or by mum~ ~ment of ~e p~es hereto. r~escrtption Existtag Development Approvals Existing ! =rid Use Regulariotas Legal description of the Property Public Facilities Fee Agreement (Non-Residential) Map of Parks, Paseos, Slopes and Greenbelts City Park Standards Ol-m-~ 12221-oo~ 62043 4.2 This Agreement shall terminate and be of no force and effect upon the/"" occurrence of the entry of a final judgement or issuance of a final order after exhaustion of any appeals directed against the City as a result of any lawsuit filed against the City. to set aside, withdraw, or abrogate the approval by the City Council of City of tl~;c A~reement. $. ,A~siffr~rnent. 5.1 Ril/h! to A~sign. The Owner shall have the right to sell transfer, or assign the Property in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410, et ~ll-, or Riverside County Ordinance No. 460, as the same was incorporated by reference into the Temecula Municipal Code by Ordinance No. 9004) to any person, parmership, joint venture, firm, or corporation at any time during the term of ?hi~ Agreement; provided, however, that any such sale, transfer, or assi?ment shall include the assi~o'nment and a.ssumprion of the fights, duties, and obligatiom arising under or from rhi~ Agreement and be rn:,de in srric~ compliance with the following conditiom precedent: (a) No sale, tramlet, or assignment of any right or interest under rhi~ Agreement shall be made unless made together 'with the sale, tr~r~fer, or assi~ment of all or a part of the Property. (b) Concurrent with any such sale, transfer or assi~'nment, or within fifteen (15) business days thereafter, the Owner shall notify City, in writing of such sale, trnn~fer, or ass~rnent and shall provide City with an executed agreement, in a form acceptable to the City Attorney, by the purchaser, transferee, or assignee and provi,~i,~g therein that the putchaser, tramferee, or assignee expressly and unconditionally ass-roes all the duties and obligatiom of the Owner under thi~ Agreement. Any sale, transfer, or assi~ment not made in strict compliance with the foregoing conditiom shall constitute a default by the Owner under thl,g Agreement. Notwithstanding the failure of any 01-08-~r3 12221 62043 purchaser, transferee, or assignee to execute the agreement requited by Paragraph (b) of thk Subsection, the burdens of this Agreement shall be binding upon such purchaser, tr~=ieree, or assignee, but the benefits of this Agre~ement shall not inure to such purchaser, transferee, or assignee until and ,-less such agreement is executed. 5.2 Release of Tr~n~ferrirlg Ow~er. NotwithstandLug any sale, transfer, or ~i~'nrnent, a transferring Owner shall continue to be obligated under th;~ Agreement ~mless such cr~u~ferring Owner is given a release in writing by City, which release shall be provided by City upon the full satisfaction by such transferring Owner of all of the following conditions: (a) The Owner no longer has a legal interest in all or any part of the Property except as a beneficiary under a deed of trust. (b) The Owner is not then in default under th~ Agreement. (c) The Owner has provided City with the notice and executed agreement required under Paragraph Co) of Subsection ~.1 above. (d) The purchaser, tr~n~feree, or assignee provides City with security equivalent to ~uy security previously provided by Owner to secure performance of its obligations hereunder. 5.3 Termination of Agreement with Respect to Individual Lots upon Sale to Public and Completion of Construction. The provisions of Subsection 5.1 shall not apply to the sale or lease (for a period longer than one year) of any lot which has been finally subdivided and is individually (and not in "bulk") sold or leased to a member of the public or other ulrim:ate user. Notwithstanding a.uy other provisions of this Agreement, tk~ Agreement shall term~r~ate with respect to a.uy lot and such lot shall be released and no longer be subject to tki~ Agreement without the execution or recordation of any further document upon satisfaction of both of the following conditions: 01-1~-93 12ZZl-OOo6& ~: '~;x:~ 1 $L'~9'Z~,001Z. 12; ~. '1 62043 (a) the lot has been finally subdivided and individually (and not in ' 'bulk') sold or leased (for a period longer than one year) to a member of the public or other (b) a Certificate of Occupancy has been issued for a building on a lot, and the fees set forth in thi~ Agreement have been pa/d. 5.4 S,,bsequen! A~sifft~rnent. Any subsequent sale, transfer, or assignmenu a/'ter an initial sale, u-an~fer, or assi/7~mcnt shall be made only in accordance with and subject to the terms and conditions of vhi~ Sect/on. 6. Morlg~ee Protection- The parties hereto agree that !him Agreement shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from euc-rnbering the Property or any port/on thereof or any improvement thereon by any mortgage, deed of trust, or other security device securing financing with respect to the Property. City acknowledges that the lenders providing such fin:~ncing may requ/re certain Agreement interpretations and morli6ications and agrees upon request, from time to time, to meet with the Owner and representatives of such lenders to negotiate in good fa/th any such request for interpretation or morli61cafion City w/l] not -nreasonably withhold its consent to any such requested interpretation or morlH:ication provided such interpretation or modification is cons/stent with the intent and purposes of thlm Agreement. Owner shall reimburse City for a.uy and all of Cirfs costs associated with said negotiations, interpretations, and motiiiications and shall make reimbursement payments to City within thirty (30) days of receipt of an invoice from City. Any Mortgagee of the Property shall be enfified to the following rights and privileges: (a) Neither enter/ng into ~hi_~ Agreement nor a breach of thi~ Agreement shall defeat, render Evalid, diminimh or impall' the lien of any mortgage on the Property made in good fa/th and for value, ,,nless otherw/se requh'ed by law. 01-06-9"j 12221 (b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof., which Mortgagee has subm.itted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification fi'om City of any default by the Owner in the performanc~ of the Owner's obligations under this Agreement. (c) If City timely receives a request fi'om a Mortgagee requesting ~ copy of any notice of default given to the Owner under the terms of thi< Agreement., City shall provide a copy of that notice to the Mortgagee within ten (10) day~ of sending the notice of default to the Owner. The Mortgagee shall have the right, but not the obligation, to cure the default during the rem~ir~i~g cure period allowed such party under thi~ Agreement. (d) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of thi< Agreement. Notwithzm-di-g any other provision of thi~ A~'eement to the contrary, no Mortgagee shall have an obligation or duly under thi~ Ag~'eement to perform any of the Owner's obligatiom or other affirmative cove.~-~ of the Owner hereunder, or to guarantee such performance, provided however, that to the extent that any covenant to be performed by Owner is a condition precedent to the performance of a covenant by City, the performance thereof shall continue to be a condition precedent to City's performance hereunder, and fur~er provided that any sale, tr~.~fer or assi~r~ent by any Mortgagee in possession shall be subject to the provisions of Section 5.1 of thi~ Agreement. (e) Any Mortgagee who comes into posseszion of the Property, or any portion thereof, pursuant to subsection (d) above and who elec~ not to as.~me the obligations of the Owner set forth herein shall not be entitled to any rights to develop which have or may have vested as a result of thi~ Ag~'eement. Ol -(~-93 1ZZ21 - 62043 7. Rindin~ Fffec~ of Agreement. The burdens of thi, Agreement bind and the benefiu of the Agreement inure to the successors-in-interest to the parties to it. 8. RelaTionship of P:.rties. It is understood that the coreractual relation~hlp between City and Owner is such that the Owner is an independent coreractor and not the agent of City. 9. Chan~es in Project. No change, modification, revision or alteration of Existing Development Approvals may be made without the prior approval by those agerides of the City equivalent To the County agencies that approved the Existing Development Approvals in the fu'st insua.uce (if the County had granted the approvals) or by the same City agency that granted the Existing Development Approval, (if the City granted the approval in connection with the adoption of t!qi~ Agreement). 10. Timing of Development. The parties acknowle,dge that Owner cannot at rhi< rime predict when, or the rate at which phases of the Properly will be developed. Such decisions depend upon n-rnerous factors which are not within the control of Owner, such as market orientation and demand, interest rztes, absorption, completion a.ud other similar factors. Since the Cmit:ornia Supreme Court held in Pardee Construction Co. v. City of Camazillo, 37 Cal. 3d 465 (1984), that the failure of the pa.,'ties therein to provide for the rir~ing of development resulted in a later adopted initiative restricting the rlrnlqg of development to prevail over such parties, agreement, it is the parries, intent to cure that deficiency by acknowledging and providing that the Owner shall have the right to develop the Property in such order and at such rate and at such rimes as the Owner deems appropriate within the exercise of i~ subjective business jud~'nent, subject only to any timing or phasing requirements set forth in the Development Plan. 01-Q8-~ I2221-(~0M F: ~(:~--~ lSZ'~921Z3001 :'. I:,,= 14 6204 11. Indemni%, :~nd Cos! of T.itigatior~ 11.1 Hold H.~ess. Owner agrees to and shall hold CiF, its o~cers, agenu, employees and representatives harmless from !iabiliw for damage or claims for damage for persorrel injury including death and claims for property damage which m.y arise from the dizect or indirect ~ operations of the Owner or those of his contractor, subcontractor, agent. employee or other person acting on hi~ behalf which relate to the Project. Owner agrees to and shall inder-ni~y, defend, and hold harmless the City and its officer~ agents, employees and representatives from ac~om for damages caused or alleged to have been caused by reason of Owner's ac. ivkies in cozmeccion with ~k Project. This hold harmless agreement applies to all d-m-ges and cl-~mx for damages suffered alleged to have been suffered by reason of the operatiara referred to in tb~ paragraph, regardless of whether or not City prepared, supplied, or approved pla~ or ~pecificafiom for the Project and regardless of whether or not the im'umnce policies referred to herein are applicable. 11./ County ! ~i~arion Concer~r~ Agreement. In the event the County seeks to challenge the fight of City and Owner to enter into ~ Agreement or to terr.~n:~te the Development Agreement, and institutes au action, suit or proceeding to challenge thk Agreement or invalidate and/or enjoin the enforcement of thi~ Agreement or the amendment of the Development Agreement or take such other accion(s) which result in ~r-'easouable delay~ in the development of th Property, City and Owner agree to cooperate and participate in a joint defense in any action ag:~i-~t the parries, theh' officere, agents and employees, from and against any and all such obliga~ous, l/ability, suit, claim, los.% ~ud.~'ment or lien, resulting from such action(s) brought by County, (but excluding action~ to exptmge az~/ILs pendem) a~d to share equally the costs a.~sociated with attomey~ fees, costs and d~mages (i~clucling the difference in the arnotrot of a~y ~tetim Public Facilities Fees a.nd the :arnotrot Of the Cotmty Development Agreement Fee paid by Owoer to Cit7 ptu-sua~t to the F: ~X:~"~ 15 L~gZIZfO01 Z. T:m 15 G2043 terms of ,hi~ Agreement) that the parries may incur as a result of any such action or lawsuit to challenge City and/or Owner's legal authority to enter into this Agreemorn and/or terminate the Development Agreement. City and Owner shall mutually agree on legal counsel to be retained to defend any tach action(s) brought by the County ~ herein provided. City and Owner each reserve .: the right to withdraw from the defense of the County tifigafion in the event the County prev:~i)~ at the trial level and there is an appeal. If either party withctraws after the trial and there is an appeal, the rem~/~g party shall pay all of the costs and fees assodated with said appeal. 11.3 Public Fac/liries Fees $hortfnll. In the event the County prevaih in any legaJ action or other proceeding to challenge, set aside, or enjoin the enforcement of thi~ Agreement and a tr/al court determines that Owner and/or the City is liable to wake up any shortfall between the amount of the Interim Public Facility Fee or the City Public Facilities Fee, as the case may be, and the County Development Agreement Fee which would otherwise have been imposed pursuant to the Development Agreement, then City and Owner shall each share eq,,~lly in paying said short/a I1.4 County Prevails in Litigation - Severability. In the event the County prewi~ at the trial court level agzin~ the City or the Owner as descn'bed in Section 11.2 of thi~ Agreement, the amount of the Interim PubLic Facility Fee or the City PubLic Facilities Fee, as the case may be, shall revert to the amount of the County Development Agreement Fee in effect at the time of entry of the final judgment in favor of the County. In the event t~i-~ Agreement is held to be invalid or unenforceable by a trial court of competent jurisdiction. the provisions set forth in Section 12.3(a), (b) and (c) of ~hi~ Agreement shall no longer be enforceable and from the date of said jurist, merit or ruling of invalidity, Owner shall thereafter pay the County Development Agreement Fee as provided in Section 4.2 of the Development Agreement. All other provisions of thi~ Agreement shall remain valid and enforceable notwithstanding said ruling of invalidity. 01-0~-93 I~21 - 000/~ 11~ Third P:,rD, ! .~tigation Conccrp/ng Agreement. Owner shall defend, at its expense, including attorneys' fees, indemnify., and hold harmless City, its agents, officers and employees from any claim, action or proceeding ag:~ir~:t City, its agents, officers, or employees to attack. set aside, void, or annul the approval of thi~ Agreement or the approval of any permit granted pursuant to this Agreement brought by a third party other than the County. City shall promptly not~. Owner of any such c]:~im. action, or proceeding. and City shall cooperate in the defense. If City f:~il~ to promptly notify Owner of any such cla/m, action, or proceeding, or if City fails to cooperate m the defense, Owner shall not thereafter be responsible to defend, indemnify, or hold harmless City. City may in its discretion partialpate in the defense of any such ctnim; action, or proceeding. 11.6 Third P~rly l.itil~tion Concerning the Genera! Plan. City is a newly mcorporated city failing within the scope of Section 6S360 and thus not subject to the requirement that a General Plan be adopted or that development decisions be consistent therewith so long as the City m~kes certain findings, which the City has made at Section J of the Rec/tah to thi~ Agreement. Notw/thscanding these findings City shall have no liab/lity in damages under thi~ Agreement for any failure of City to perform under thi~ Agreement or the inability of Owner to. develop the Property as contemplated by the Development Plan of thi_~ Agreement/f such fa/lure or irt~b/lity i~ the result of a judie/at determination that on the Effective Date, or at any rime thereabet, the findings m:~de under Section 65360 or the future General Plan, are invalidated or ir~tequate or not in compliance with ]av,'~ 11.7 [:~iror~mental Assurances. Owner shall indemnify and hold City, its of:Seers, agent. s, and employees free and harmless from any liab/lity, based or asserted, upon any act or omi,.~ion of Owner, its officer~, agents, employees, subconu'actora, predecessors-in-interest, successon a.~i~jn~ and independent contractors for any violation of any federal, state, or local law, ordinanc~ or regulation relating to indusu-/al hyg/ene, solid or hazardous waste or to environmental 01-(38-93 12221 F: ~X:~"%152%9~17.. 12; 'l '7 62043 conditions o~, under or about the Property. Said violations shall include, but not limited to, soil a.u lp'oundwatcr conditions, and Owner shall defend, at its expense, including attorneys fees, Cit~, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. City may, in its discretior,, participate in the defense of any such action 12. Public Benefits. Public lrr~rovemenTs ,nd Facilities. 12.1 Intent. The panics acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by development of the Project mad further acknowledge and agree that tb;~ Agreement co~ers substantial private benefits on the Owner which should be balanced by commensurate public benefits. Accore~ir~gly, the parties intend to provide consideration to the public to balance the private benefits coniferred on the Owner by providing more fully for the satisfaction of the public needs resulting from development of the Project. 12.2 Public'Facilities Fee ¢Non-Residentiall. The developer(s) of the Propez shall pay a capital or impact fee for road improvements and public facilities in an :~motmt the City may adopt for nor~-resider~tial developmerit. The term "developer(s) of the Property or Project' as used in tbi_~ Section shall mean the person(s) who seeks a building permit to construct structures on the Property. These individuals or entities shall be referred to as the "Developer". l.f an interim or t~n:~I public facility mitigatior~ fee or bernefit district for nor~-residential construction has not been finally established by the date on which Developer requests building permits for commercial corotruction in the Project or any phase thereof, the Developer, i~ required by City, shall execute an Agreemeat For Payment of Non-Residential Public Facility Fees substar~tially in the form attached marked Exhibit D and made a pan herein by this reference. 01 -O6-~'~., 12221 -OiX]6~ F: ~ _~'~'%_ ~, 52'~ 1Z. 1Z~ ~8 (;2043 l~blic Fncilities Fee tResidenti.0. (a) In lieu of the County Development Agreemere Fee, RSA Fee or City Public Facility Fee, for a period of two (2) years commencing on January 31, 1992 and enai-g January 30, 1994, Owner shall pay an Interim Public Facilities Fee of Three Thousand Dollars ($3,000.00) per dwelling ,,nit. The Interim Public Facilities Fee shall be paid at the time of issuance of building permits for each residential unit consm~cted in the Project. (b) Owner shall also pay all other development exactions in existence: of January 31, 1992 and thl-oughout the term of thi~ Agreement, inctudi-g but not limited to, Fire, Drainage, Tr:,mc Signal Mitigation, K-Rat and Library Fees pursuant to the provisions o: City ordinances and resolutions in existence when paid. From January 31, 1992 through January 30, 1994, Owner shall not be entitled to the K-Rat Fee credit. (c) On January 31, 1994, the Interim Public Facilities Fee shall be adjusted to equal the amount of the City's Public Facilities Fee imposed on all projec~ in the City at that time. Thereafter, the City's Public Facilities Fee shall be substituted for the Interim Public Facilities Fee. In the event the City has not adopted-a City Public Facilities Fe by January :31, 1994, Owner shall continue to pay the Interim Public Facilities Fee until such time as the City adopts a City Public Facilities Fee. 12.4 Public Facilities Fee Credit. Commencing on the Effective Date of ~ Agreement, Owner shall be entitled to a credit against future payments of Interim Public Facilities Fees or City Public Facilities Fees in an :,mount based on the total of the di~erence between the ~moant of the County Development Agreement Fee (ex¢ludin~ any reduc~on based on the K-Rat Fe credit) and the smount of the Interim Public Facilities Fees plus Library Fees paid by Owner to City for issuance of residential building permits for the Paloma del Sol Project during the period fi'om January 31, 1992 to the Effective Date of this Agreement ("Public Facilities Fee Credit Amount"). 62043 City shall be responsible for deterrain{rig the Public Facilities Fee Credit Amount based on its offi records of building permits issued for the Paloma del Sol Project since January 31, 1992. Owner shall have one year fi'om the Effective Date of the Agreement to apply the PubLic Facilities Fee Credit Amount to the payment of Interim Public Facilities Fees or the City Public Facilities Fees, as the case. may be. 12.5 Parks. Greenbelts and P.seos. As additional consideration for entering Lato thi~ Agreement, Owner agrees to dedicate to the City, or cause to be dedicated, and City agrees to accept when offered, park lancL greenbelts, slopes and paseos eclu.lling appro~rn.~ely 166.5 acres. Owaer and the Associatior~ may also dedicate approximately 27.5 acres of park land and paseos to the City.. The park land, greenbelts, slopes and paseos are shown on Exhibit E which is at-,ached a~d made a part hereof and incorporated by this referer~ce. Owner shall improve, and Owner and/or the A.ssocia:ion shall dedicate, or cause to be dedicated in fee or by grant of easement to City a~d City agrees :o accept parkland, greenbelts, slopes, paseos and recreation improvements when offered f~ dedicatioz~ Notwithstaading the description~ and references to lots, tracts and areas in Sections 6 and ? and Exhibit A of the Amended MOU: (1) Lot 68 of Tract 24134-3 is not a part of the $.9 Acre Paseo Park; (2) title to Lot 68 of Tract 24134-3 and Lots 86, 8'7 and 88 of Tract 24134-1 is vested in the Association a~d these lots rn:ay be dedicated to the City in the Association's sole discretion somer/me in the future as a part of the 142 acres of rem.ining open space areas referenced in Section 8 and on Exhibit A of the Amended MOU; (3) title to Lot 123 of Tract 24133-5, Lots 81 and 82 of Tract 24133, Lot 161 of Tract 24133-1, and Lot 112 of Tract 24133-2 is vested in Owner and tony be dedicated to City in Owner's sole discretion sometime in the future as part of the 142 acres of rernnin;ng open space areas. 12.6 Main Recreation Are.~. The six mnin recreation areas and the terms for dedication to the City are described as follows: 62043 (a) An eight-acre park located in Specific Plan Pl~-ning Area No. 37 and within Tentative Tract 25417 (8-Acre Park) will be improved with two baseball diamonds/soccer field combination with fights, restroom and concession building group picnic area, drinking fountaim, trash receptacles and parking lot. .: (b) A seven and seventy-four hundredths (7.74) a~¢ park located in Tract 24133-2, Lot 114 ('7.74 Acre Park") will be improved as a "passive park" and may be dedicated to the City in Owner's sole discretion somerlme in the future. (c) A thirteen and eighty-four hundredths (13.gg) acre paseo park located in Tract 24133-3, Lot 106 ("13.84 Acre Pasco Park") currently improved with tot lots, basketball courts, tennis court, picnic areas with tables and barbecues, walkwaysfoikeways with lighting and m,y be dedicated to the City at sometime in the future by Owner with the prior consent of at least a majority of the members of the Association or by the Association if Owne u'nn~fers ownership to the Association before dedication to the City. (d) An approximate five and nine tenths (5.9) acre paseo park located in Tract 24134-3, Lo~s 68, 69, 70, 71 and a portion of Lot 83 of Tract 24134-F ("$.9 Acre Pasco Park") currently improved with a tot lot, basketball court, picnic areas with tables and barbecue, walkways/bikeways with lighting. Thi~ park is owned by the Association and may at the discretion of the Association be dedicated to the City sometime in the future. (e) A seven and forty-four hundredths (7.44) acre park located in the Eastside (future) Tract 24186-4, Lot 1 ('7.44 Acre Park") planned to be improved with a combination soccer/baseball field with li~ts, restrooms and concession building, group picnic area, drinking fountains, trash receptacles, parking lot. (0 A nine and thirty-five hundredths (9.35) acre pasco park located in the Eastside (furre'e) Tracts including: Lots 1:59 and 160 of (future) Tract 24186-1; Lots 121 an~ 62043 129 of (future) Traa 24186-2 and Lot 121 of (future) Tract 24187-F ("9.35 Acre Pasco Park" pl:~ned to be improved with a basketball courL tot lot, picn/c area, walkway/bikeways with lighting landscaping and/n/gafion. 12.7 Rem~inir~ Open ~p~ee (a) The remaining recreation and open space areas consist of approximately 142 acres of greenbelt paseos. roadway paseos, public parkway and slope landscaping, both east and west sides of Paloma del SoL (b) Those perimeter and interior greenbelt paseos, roadway paseos, parks and slopes shown on Exhibit E which are transferred to the City will be maintained by. the Temecula Comm-nity Services District ('TCSD'). All assessments for maintenance shall be in compliance with the standards and formulas imposed by the TCSD on all other property wi?~i,~ the City. Tirninl~ of Park Improvements and Transfer to City. (a) The 8-Acre Park shall be fully improved and transferred to the City as soon as April 30, 1993, but no later than June 30, 1993. Park improvements shall include but not be limited to: (1) two lighted ball fields not less than 300 feet in length, with multipurpose sports overlays utili~.ing Musco Lighting; (2) fencing at least 25 feet between the ball fields and parking and/or streets; (3) approximately 1200 square foot concession facility with restrooms and storage areas; (4) bleachers in~?_.lled on concrete pads in viewing areas; (5) landscaping, signage, flag poles, water drinking fountains, refuse receptacles, picnic robles, barbecue pits, pedestrian benches and meandering walkways in accordance with TCSD requirements. Reasonable pri,'~:,'y and secondary access and drainage from De Portola Road and Campanula Way shall also be provided in compliance with the mlnlm.m requirements of Ordinance 460 and City Standards or as otherwise approved by the City Engineer. Additional 01-1~-~73 IZ221 /;2043 street improvemen~ to De Portola and consu'ucrJon of Campanula Way adjacent to ~e g-Acre park will be completed a.s development of the adjoining u'ac~ occurs, bm not la~er than five (5 years from ~he Effective Daze of this Agreement. (b) Im?rovements to the 9.35-Acre Pasco Park (Tract 24186, Lots 451, 452 and 453; Tract 24187, Lots 368 and 369) shall be completed prior to iasuance of the 100th combined building permit within Tracts 24187 and 24188. (c) Improvements to the 7.44.-Acre Park shall be completed prior to the issuance of the 100th combined building permit within Tracts 2418~ 24184, 24185 aad 24186. Other eq~valent parks_ in the viciairy may be substituted for improvement of thi~ park if approved in writing by the City. (d) Improvement to and transfer of the re~g 142 acres of greenbelt paseos, roadway paseoa, public parkway and alope landacaping, both East and West sides of Paloma del Sol shall occur in accordance with the current TCSD Sanding proceduxes and practices and according to the foUowing schedule: Traa 24133 · The 7.74-Acre park shall be completed prior to the iasuance of the 2376th buffcling permit within the West side maps, bouaded by Margarita Road to the WesT, Pauba Road to the Nord:t, Meadows Parkway to the East and State Highway 79 to the South, and will be dedicated to either the A.~ociation or the City. 01-06-~n2 $Z:Z2~i (;2043 Tract 2a182 Lot 46a · To be developed as active park with facilities that may include one j-nior tot lot, one toddler tot lot, two full basketball courts with half court at each end, group picnic area, drinking fountains, trash receptacles and benches. · To be completed and dedicated to the City prior to issuance of 50% of the building permits for Lots 1 through 275. Lot ,~62 · To be developed as a Passive Park. · To be completed and dedicated to the City prior to issuance of 50% of the building permits for Lots 276 through 443. Trac~ 2alSa Lo~ 210 · To be developed with pas¢os and activity nodes with passive recreation. · To be completed and dedicated to th~ City prior to issuance of 50% of the buildiag permits within the Tract. Tract 2~185 ! ors 365 and 368 · To be developed as Passive Parks. · To be completed and dedicated to the City prior to issuance of 50% of the building permits within the Tract. 01-08-93 12221 F: ~X~"'Vt 5ZV/2fl3,GO 12 (~2043 lot 366 · To be developed as pa~eos with activity nodes with passive recreation · To be completed und dedicated to the City prior to issuance of 50% of the buiicLLng permJts within the Tract. Trnct 24186 lot 457 · To.be developed with paseos and ac-dvity nodes with passive recreation. · To be completed with the 7.44 Acre Park within Lot 460. lot 460 The 77.~. Acre Park. To be completed und dedicated to the City prior to issuance of the 100th combined buBding permit within Tra. ct~ 24182, 24184, 24185 and 24186. Other equivalent par~ in the vic';nlty may be substituted for development of thi~ park if the ultermat~ves are approved by the City. Lots a.a7. 458 and 456 · To be developed with paseos und activity nodes with passive recreation · To be completed and dedicated to the City prior to issuance of 50% of the building permits within the Tract. 1 ors 451. 452 and 453 · A portion of the 9.35 Acre Park. · To be developed and dedicated to the City prior to issuance of the 100th combined building permit withla Tracts 24187 and 24188. 01 -~-93 1Z221 F: ~,IX:~15Z~.921Z3001Z. 1ZG :2 5 62043 Tract 2z1187 !~o~ 369 · A portion of the 9.3S-Acre Park. · To be completed and dedicated to the City prior to issuance of the 100th combined building permit within Tracts 24187 and 24188. Ix)rs 372 and 373 · To be developed as paseos with activity uodes with passive recreation. · To be completed and dedicated to the City prior to issuance of 50% of the building permits within the Tract. Tract 24188 lot 352 · To be developed as a Passive Park. · Prior to issuance of 50% of the building permits for Lots 217 through 351. Lots .372 and 378 · To be developed as Passive Parks. · To be completed and dedicated to the City prior to issuance of 50% of the building permits for L~ts 1 through 216 Lot 3'~g · To be developed as paseos and activity nodes with passive re.cation · To be completed and dedicated to the City prior to issuance of 50% of the building permits for Lots 1 through 216. ~ ~, ~ (e) Owner m:~y e~end the improvement completion and park transfer dates as set forda in thi~ Agreement with written consent from the City. 01 - 08-~;~3 liZZZI-1II3Q6,~ F :'~x~-xf52¥~2~!30012. $2~ 2 6 (O City shall receive and approve all park and recreation facilities improvement p)~n~ in accordance w/th the City's park standards, procedures and specifications except the City shall accept without any modifications to the improvements to the 13.84-Acre Pasco Park and the 5.9-Acre Pa.~o Park a~ currently comtrucled and installed provided these parks are transferred to the City. (g) The approx/mately 194 acres of parks, greenbelts and paseos shall be tr:~ferred to the_City by grant deeds from Owner and the As~c/afion, depending on ownerskip. The form of the grant deeds shall be approved by City and Owner. City agrees to accept the parks and any. improvements w/thin a reasonable time of being offered for dedication. The City shall be responsible for establ/shing any m:~in~ena.uce obligations With the TCSD associated with the parka, paseos and greenbelt areas described in thi~ Agreement. 12.9 ! ~ndsr"4pe Development 7.ones. Landscape Development Zones and Monuments shall be completed with the following {a) !-l~Z's and Monuments along Pauba Road, Butterfield Stage Road, State Highway 79 South, De Portola Road, Meadov~ Parkway and Margarita Road shall be completed immediately after each street is completed With full improvements on the Project side. (b) LDZ's and Mon-ments along all other streets shall be completed w/th the completion of all bu./ldings within each phase of the respective final rn~p$ for the Projea. 12.10 Park Improvement Fee Credits. At the t/me of completion of the improvements and transfer of each of the public parks as provided in ~ Agreement, Owner shall receive a credit ago/mr payment of future Interim Public Fadlit/es Fees or City Publ/c Fac/I/fies Fen based on the actual improvement cost incurred by Owner for both of said public parks (8-Acre Park 62043 and ?.4~ Acre Park) up to a total maximum credit of Two Million Dollars ($2,000,000). Owner sh have the term of this Agreement within which to apply the park improvement fee credit towards ImeHm Public Facilities Fees or City Public Facilities Fees. City shall have a right to review, audit and verify all costs associated with said park improvements under procedures to be mutually agreed upon between the parties. For purposes of calculating credits under this Section, "Improvements" shall be defined a~ onsite work only (desig~ grading and col~.struction), excluding street and utility work within the public right-of-way and any ohsire environmental mitigation costs such as toxic removal and wetlands mitigation. 12.11 Park Fee Obligation. Upon executio,~ of thi~ Agreement by the parties, regardless of undue delays or the outcome of any lawsuit or action brought by County or terms of settlement of any action or proceeding which may be instituted by the County against City and/or Owner relating to rbi~ Agreement, Owner's Q,,imby Park Fee obligation for the Paloma del Sol Project shall be satisfied excluding Tract 24183 which currently satisfies the City Park Fee Smndar, Owner's O~inaby Park Fee obligation with regard to Planning Area 6, as shown on Exhibit E, shall also be satisfied. 12.12 Park Improvements. Except for the park improvements, recreation facilities and landscaping constructed and inst~l)ed prior to the effective date of this Agreement, Owner shall submit to the City for approval by the Parks and Recreation Commission and City Council preliminary pla.~ and cost estimates associated with park improvements, recreation facilities and landscapLng to be constructed and imtalled on those parks, greenbelts, and paseos to be tra.nsferred to the City. In evaluation of said prelim~-ary plans, City shall apply the park standards set forth in Ex~u'bit F attached and made a part herein by thi~ reference. The approval of the Parks and Recreation Commission and the City Council shall not be um'easonably wi~bl~eld. For all park improvements, recreation facilities and landscaping constructed and installed pursuant to the F: '~ 1 $2'V~ZIZI,~O I Z o 12'; 2 8 Development Plan in this Agreement, except the park described at Section 12.6(a) (8-Acre Park), Owner shall enter into an Improvement Agreement and post performance and labor/materials bonds for said improvements concurrently with recording the tracts where the improvements are located. 12.13 Conflict with TiminS of In!provements. If any conflict exists with respea to the t~rnlng Of dedications and/or construction of improvements of parkland. paseos, greenbelts or slope areas between thi~ Agreement and the Amended MOU, the timing provisions in this Agreemet~ shall prevail and be controlling with regards thereto. 13. Reservations of Authority. 13.1 !.imit.tior~. Reserwt/om..nd ~:Yceptior~. Notwithstanding any other provision of thi~ Agreement, the following subsequent ! ~nd Use Regulations shall apply to the development of the Property: (a) Processing fees and charges imposed by City to cover the estimated actual costs to City of processing applications for Subsequent Development Approvals or for moaitoring compliance with any ~dstin§ Development Approvals granted or issued. (b) Procedural regulations relating to heatingbodies, petitions, applicatiom, notices, findings, records, hearings, reports, recommendation, appeah, and any other matter of procedure. (c) Regalations imposing Development Exactions; provided. however, that no such subsequently adopted Development Exaction shall be applicable to development of the Property ~mless such Development Exaction is applied n~i¢ormly to development throughout the City. (d) Regulations governing construction standards and specifications including, without limitation, the City's Building Code, Pit,robing Code, Mechanical Code, Electrical Code and Fire Code. 01o~B-9"J IZZZI-~6,~ 62043 (e) Regulation~ which may be in conilia with the Development Plat but which are reasonably necessary to protect the public health and safety. To the extent possible, any sucl~ regulariota shall be applied and construed so as to provide Owner with the rights and assuraaces provided under this Agreement. (f) Regulations which are not in conflict with the Development Pla.~. A~y regulation, whether adopted by initiative or otherwise, limiting the rate or timing Of development of the Property shall be deemed to confiicI with the Development Plan a.ad shall therefore not be applicable to the development of the Property. (g) Regulations which are in co,~flict with the Development Plan provided C)~mer has given written consent to the application of such regulations to development of the Property. 13.2 Subsequent Development Approvals. This Agreement shall not prevent City, in actLag oz~ Subsequent Development Approv:~Is. from applying the Subsequent I~d Use Reg~latiom which do not conflict with the Development PIa.a, nor shall thi~ Ag~'eement prevent City from denying or conditionally approving any Subsequez~t Development Approval on the basis of the Exiting or Subsequent Land Use Regulations not in conflict with the Development PI~,~ 13.3 Modification or Suspension by State or Federal Law. In the event that State or Federal laws or regulations er~acted a_~ter the Effective Date of thk A&reement prevent or preclude complia.ace with one or more of the provisiom of thi~ Agreement, such provisions of this Agreemere shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations, provided, however, that this Agreement shall remain in full force and effect to the extent it Ls z~ot inconsistent with such laws or regulations and to the extent such laws or regttladom'do not render such remaining provisions impractical to enforce. 62043 13.4 Regulation bv Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of City possess authority. to regulate aspects of the development of the Property separately from or jointly with City and this Agreement does not limit the authority of such other public agencies. ~ 13.5 Tentative Trac~ Mq~ l:.x'tension. Pursuan: to the provisions of Section 66452.6 of the Gove~ment Code· the tentative subdivision map(s) or tentative parcel map(s) (vestee or regular) approved as part of implementing the Development Plan, shall be extended to expire at the end of the term of thi~ Agreement. 13.6 Vesting Tentative Maps. If any tentative or final subdivision map, or tentative or final parcel map, heretofore or hereafter approved in connection with development of ~ Property, is a vesting map under the Subdivision Map Act (Government Code Section 66410, .CA seq.~ and Riverside County Ordinance No. 460, as the same was incorporated by reference into the Temecula Municipal Code by Ordinance No. 90-04, and if this Agreement is determined by a ~r~,! jud~.~ent to be invalid or unenforceable insofar as it grants a vested right to develop to the Owner, then and to that extent the rights, obligations, and protections afforded the Owner and City respectively, under the laws and ordinances applicable to vesting maps shall supersede the provisions of thi~ Agreement. Except as set forth immediately above, development of the Property shall occur only as provided in thi~ Agreement, and the provisions in thi~ Agreement shall be controlling over at conflicting provision of law or ordinance concerning vesting maps. 14. Development of the Properw. 14.1 Rights to Develop. $ubjec~ to the terms of thi~ Agreement, including payment of the Interim Public Facilities Fee or City Public Facility Fee, as the case may be, and the Reservations of Authority, the Owner shall have a vested right to develop the Property in accordance with, and to the extent of the Development Plan. The Project shall remain subject to all Subsequent 62043 Developscut Approvah required to complete the Project as contemplated by the Development P' Except as otherwise provided in this Agreement, the perutilted uses of the Property, the density and inteusity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Developmere Plan. 14.2 l=.ffea of A~r'eement on ! ~nd ! lse Re~ulatiov~. Excep~ as otherwise provided under the terms o£ thi~ Agreement, h~clud{nS the payment of the Interim Public Facilities Fee or City Public Facilities Fee, as the case may be, and the Reservations of Authority, the rules, regulations, and official policies govern{ng permitted uses of the Property, the density and intensity of use of the Property, the masdrn, rn height and size of proposed buildings, and the design, improvement add cous12'uction stnndards and specifications applicable to development of the Property shall be the Existing 1-~nd Use Regulatious. City shall exercise its lawful reasonable discretion in connection with Subsequent Development Approvals in accordance with the Development Plan, and as provided by thi~ Agreement including, but not limited to, payment of the Interim Public Facilities Fee and Ci Public Facility Fee, as the case rnny be, and the Reservations of Authority. City shall accept for processing, review, and action all applications for Subsequent Development Approvals, and such applications shall be processed in the normal rn~nner for processing such matters. City rnny, at the request of Owner, contract for planning and en~neering consultant services to expedite the review and processing of Subsequent Development Approvals, the cost of which shall be borne by Owner. 14.3 Chantes and Amendments. The parties acknowledge that refinement and further development of the Project will require Subsequent Development Approvals and may demonstrate that changes are appropriate and mutually desirable in the Existing Development Approvals. In the event the Owner finds that a change in the Existing Development Approvals is necessary or appropriate, the Owner shall apply for a Subsequent Development Approval to effectuate such change and City shall process and act on such application in accordance with the I~nd Use 01 -o~-9m~ 12221-000~ E2043 Re~tlatiom, except as otherwise provided by this Agreement including the Reservations of Authority. If approved, any such change in the ~dstmg Development Approvais sh~11 be incorporated herein m an addendum to this Agreement and may be fm'~er chan~ed from time to time a.s provided in th~ Section. Unless otherwise required by law, as determ~-ed in City's reasonable discretion, a ch~.uge tc the ~cisting Development Approvals sha.U be deemed "minor~ and not recluire am amendment to th~ Agreement provided such change does not: (a) Alter the permitted uses of the Property as a whole; or, (b) Increase the density or intensity of use of the Property as a whole; or, (c) Increase the maxim~ height and size of permit-ted buildings; or, (d) Delete a requirement for the reservation or dedication of laud for public purposes withi, the Property as a whole; or, (e) Constitute a project requiring a Subsequent or a Supplemental Enviror~mental Impact Report pursuant to Section 21166 of the Public l~.esources Code. 15. Periodic Review of Corrlpliance with A~reement. (a) Pursuant to City Resolution No. 91-52, as it may be subsequently :~rnende( City shall review thi~ Agreement at least once during every twelve (12) month period from the Effective Date of ~h~n Agreement. The Owner or successor shall reimburse City for the actual and necessary costs of ~i~ review. (b) During each periodic review by City, the Owner is required to demonstrate good faith compliance with the terms of the Agreement. The Owner a~'ees to famish such evidence of good faith compliance as City in the exercise of its discretion may require. 16. Financing District. Upon the request of Owner, the parties shall cooperate in exploring the use of Cl:'Ds, speci~ assessmere districts, and other similar Financing Districts for the 01-~1~-1~3 12221 62043 ~nn-cing of the construction. improvement, or acquisition of public i-f'rastructure. facilities, land.~,; improvements to serve the Project and its residents, whether located Within or outside the Property. h is acknowledged that nothing contained in this Agreement shall be construed as requiring City or City Coundl to form such a d/strict or to issue or sell bonds. 17. Amendment or Cnncellation of A~reement. This Agreement may be amended or canceled in whole or in part only by mutual consent of the part/es and in the mnnner provided for/n Government Code Sections 65868, 65867 and 65867.5. If the Ameodmcnt is requested by the Owner or its successor, the Owner/successor agrees to pay City any Development Agreement Amendmen: then m ex/stcnce as established by City Council Resolution, or if no such fee is esublhhed, to reimburse City for the actual and reasonably necessary costs of reviewing and processing said Amendment. 18. l::nforcement. Unless amended or canceled as herein provided, thi~ Agreement is enforceable by any parry to it notw~thstnnding a change in the applicable general or speci~c pln~ zoning. subdivision. or building regulations adopted by the City which alter or :amend the rules, regulations, or policies governing permkted uses of the land, density, design, improvement, and cons:ruction smndazds and speciecartons. 19. Events of Default. Owner is in default under thi~ A&reement upon the happening of one or more of the following events or conditions: (.a) If a warra.uty, representation or statement made or furnished by Owner to City is false or proves to have been false in any material respect when it ~ m:ade; (b) A f:indlng and determination by City that upon the basis of substantial evidence the Owner has not complied in good faith with one or more of the term~ or conditions of thlt Agreement 01-08-9~ 1Z~21 f: '~:L'~I 5~92~:I~012.1~c 3 4 ( 2043 20. Procedure Upon Default. (a) Upon the occurrence of an event of default, City may terminate or rood// this Agreement in accordance with the procedure adopted by the City. (b) City does not waive any cla/m of defect in pedormance by Owner imptie( if on periodic review the local City does not propose to modify or terminate th/s Agreement. · (c) Non-performAnce shall not be excused became of a failure of a third person. (d) Non-pedormance shall be excused only when it is prevented or detaved b acts of God or an emergency declared by the Governor. (e) All other remedies at law or in equity which are not otherwise provided for m thi~ Agreement or in City's regulariota governing development a~eements are available to the parties to pursue in the event there is a breach. 21. Damages Upon Termination. It i~ acknowledged by the parties that City would not have entered into th~ Agreement if it were to be liable in damages trader or with respect to thi~ Agreement or the application thereof. ~ general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that Ci~y, and its o~cers, employees and agents, shall not be liable M damages to Owner or w any assignee, tr-n~feree of Owner, or a~y othe: person, a~ad Owner covenants not to sue for or claim any damages for breach of that Agreement by City. 2.2. Attorneys' Fees and Costs. ff legal action by either party i~ brou~t because of breach of thi~ Agreement or to enforce a provision of thi~ Agreement, the prevailing party is entitled to reasonable anomeys fees and court costs. 62043 ~. Notices. All notices required or provided for under th~ Agreement shall be' writing and delivered in person or sent by certified mail postage prepaid. Notice required to be given to City shall be addressed as follows: To City: City of Temecula 43174 Business Park Drive Temecula, CA 92590 Attention: City Attorney Notices requ/red to be given to Owner shall be addressed as follows: To Owner: KRDC, Inc. 3470 Mr. Diablo BlvcL, Suite A-100 Lafayette, CA 94549 Attention: Denni~ M. ICHm~elc, Esq. With a copy to: Pettis, Tester, Kruse & Krinsky 18881 Von Karman, 16th Floor Irvine, CA 92715 Attention: Denni~ D. O'Neil, Esq. A party may change the address by giving notice in writing to the other party and thereafter norit shall be addressed and transmitted to the new address. 24. Cooperation. City agrees that it shall accept for processing and promptly take action on all applications, provided they are in a proper form and acceptable for required processing, for discretior~:~ry permits, tract or parcel maps, or other land use entitlement for development of the Project in accordance with the proviziota of providing expeditious review of any such applications, permits, or land use entitlement and, upon request and payment of any costs and/or extra fees associated therewith by Owner, City shall assign to the Project planner(s), builaing inspector(s), and/or other staff personnel as required to insure the timely processing and completion of the Project. 01 -(;~-'~3 12221 G2043 · Rules of Conetrue, ion and Miscellaneous Terms. (a) The singular includes the plural; the masculine gender includes the feminine; "shaLl" is mandatory, "may" is permissive. (b) If there is more than one signer of thi~ Agreemere their obligations are, joint and several.. (c) The rime limits set forth in tkie Agreement may be extended by mutual winten consent of the 'parties in accordance with the procedures for adoption of the Agreement. (d) This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person, including but not limited to third party beneficiaries, shall have any fight of action based upon any provision of thi~ Agreement. 26. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an ori~nal, but all of which when taken together shall constitute one and the same insmamenu IN WITNESS WHEREOF thi~ Agreement has been executed by the parties on the day and year first above written FJ. Sal l~unoz~ ~layor _ Approved as to form: S~'o'fl F. Field, City Anomey 01-~-gI 1ZZ21-0Oil61, F: 'JX~ 1 $L~9'ZIZ~ IZ. IZ; 3 7 62043 "OWNER' KRDC, INC., a California corporation, formerly known ai Bedfo~lopffipany, a California corporation BY//~drede~c~L-S~e~ena, Presidem -:' D~ lVi. K]i~mek, V.P. and Secretary M~$A HOM.~,~.al//omia corporation Willi~-~ M.~er, President 01-08-173 12221 -(XX~,~ G2043 STATE OF C~! rFORNIA ) ) coLrN-rv o~ (~,~ ~ ~ ) On .lo~u.a~ II, }/lq5 before me, L- ~P~.-~ r~ , a no~ pubhc ~ ~d for ~d Sm~e,'pe~o~y app~ed pe~onnlly ~o~ whose ~e(s) h/~e subs~bed w ~e ~ ~~em ~d ac~owledged ~o me that he/she/~ey exerted ~e s~e in his/her/~eir au~o~ed ~pad~(i~), · e ~w,ment ~e pe~on(s). or the enfiW upon ~h~ of w~ch ~e pe~on(s) aaed. exerted ~e Signature WITNESS my hand and official seal, STATE OF CALIFORNIA ) ) COUNTY OF C..~,~-~ O~,,-,k~ ) (Sea. On ,Jow~avta ~l, Iqq5 before me, L · ~Mi~Or) , a no~ pubhc ~ ~d for ~d S~te, pe~onu,y appe~ed ~{~ ~m~ pemo~y ~o~ to me (or proved to me on ~e b~ of sa~o~ e~dence) ~o be ~e pemon(s) whose nine(s) 5/~e subs~bed to ~e ~thi~ ~ment ~d ac~owledged to me ~at he/she/~ey exerted ~e sine E hh/her/~ek au~omed ~pad~(ies). ~d ~at by ~/her/~ek si~amre(s) on ~e ~men/~e person(s). or ~e enfi~ upon beh~ of w~ch ~e pemon(s) aae~ ~e~ted ~e ~ent. Signature VvTI'NESS my ha=d a~d official seal. (Seal Ol - 0~-9'5 IZZ21 -(XXl6& 6~043 STATE OF CA) n=ORNIA ) COUNTY OF .,:~'~/r'/.~ ) ~.. , . On ~-.,.,,.,~-t'r; /'? /~2~ before me, ,..-,r/, .~. ~.~ .~, .~/, a notary public in and for said State, !~mon~ly appeareft //.~,,, perso--ny known to me (or proved to me on the bass ot~ satisfactory evxdenee) to be e person(s) whose name(s) is/are subscribed to the within imsmxmen! and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the in~tln~menL WITNESS my hand and o~cial seal. STATE OF C.aJ..IFORNIA ) ) COUNTY OF ) On before me, , a notary public in and for said State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(, whose name(s) B/are subscribed to the within insm,~nent and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the inStnLment. WITNESS my hand and of-fidE seal. Signature (Seal) 01 -I~- g"5 1:7:~1 - 00064 F: ~0(~'~15Zk92113a01Z. l~e 4 0 62043 F_.XHmIT A I::XTS'~'IN~ ~I:"~_T .OPM'lT. NT APPROVAl SPECIFIC pT AN Specific Plax~ No. 219., Amendmen! No. 1, Amendment No. 2, Amendment No. 3 COUNTY 7~O N'INC, Ordinance No. 348.2919 (Zone Change No. 5140) County Zone Change No. 5621 R~:STAT~.M~NT AhrD AMleNDM~NT OF M~MOR~N'DIrM OF T ~rD~Rb"TAN'DING Dated August 11, 1992 Approved by the City Council on August 11, 1992 CITY ZONING Ordinance Nos. 91-13, 92-08 Resolution No. 91-36. City Zone Change No. 18 COUNTY MAPS Vesting Tentative Maps Nos. 24131-24136, 24182-24188 Parcel Map No. 23432 Parcel Map No. 25418 Vesting Tentative Map No. 24183 The development approvals listed above include the approved maps and all conditions of approval. COPIES OF THE EXISTING DEVELOPMENT APPROVAI.5 LISTED ABOVE ARE ON IN THE RIVERSIDE COUNTY OR THE CITY OF TEMECULA PLANNING DF.I:'ARTMIeN~ AND ARE INCORPORATED HEREIN BY REFERENCE. 01 -{]8-93 12221 F: ~ ~'~'~- 152~9212~20 I:). 1Z{; EXHIBIT B 62043 ~X'ISTING I A_N'D US'{: RF. GUI ~,TIONS Ordinance Nos. 89-1 through 92-20 Resolution Nos. 89-1 through 93- 12 · 6204 PiJoma DM Sol ~pmly Ownact Dy Mela Homes as of ,.~pf. 1, 1 eg2 Tills certain property locirid kl the City of Teme(~,llL Court~ o1 Riqrl~Je, State of C&Jlfomtl. dllCrl:)ea II follows: Lots 43 t~ro~01~ SO.l~c~ ~0 thruJOb 72 of Tract 24134-1 Is ~ map filed m Book 230, PIOIe ~4 thro~o~ g2 of Maps in tim Offiol of ~e Col. tory R~oorcll~ of &lid River81cl County snd. LOll 31,34, 47' through 49.52.53,encf $$ through 66 of Tract 24134-$ as ~r ~ ~ ~ B~k ~1, Pi~s I t~ 8 of MI~ In me ~i~ of ~e ~ Rearer of ~td Rl~rj~ Coun~ Lots 36 t~ough 4S.and 73 thmuol~ ~6 of Tract 24133-2 u per m~ ;~ in bK ~, P~I 42 ~rou~ 47 Of Mi~ in ~ ~ of ~ ~ R~r~r of ~ R~r~ COU~ end, ~otl ? through g, 12 through 14.17.10,21.27 t~o~on 34. 38.$g,42,43,44,62,63,67.72 ua ~ 1~ ~ Trl~ 2413~3 U ~r ~ fii~ ~ ~ ~, PI~e ~ ~r~ ~ Cou~ and. Lot~ 62 ~roug~ 60,er~ M through 78 of Tract 24133-4 la pit map flli<~ In Od~k 232, i~8 50 t~rough 5~ of M~p~ in the Omc~ of U'~ County Rec=r~er o! 8,lid l"~vmr~ ~ur~,. //'- /i / 62043 II Palore& Det Sol Pm~rly Ownecl by I~teea Nomis a.I of $el~. 1,1992 (; 043 Thlt gertam I~operly located In the City of Teenecutl, County of Riverlade, Stew o! ¢&llton~l, cier~ el follows: IPmrcell 1 Ihrougtl 51 Of Plxcel Map 23dl~fi~ U INN' mid filed of !fie Court/Re~x)rder of laid RiverIlia County. EXCEPTING b'llrefrom IhOl~ I:)ll:111 dlletibld II tOItOwl: Co! 102 of Tract 24132-1 IS Der mlp filial Ill Book 227, Ptge~ ~1 througtl 9~ of Malc)s in me office of the County Flecome~, of ~id Rlvm'll~e County and. Lot 114 of Trlc~ 24132 I~ per lip fi~d ~t BoOk 227, PlOll g7 torough 110 of Mi~ it1 me offioe e~ ~I ¢oumy Recor0er of raid RhmrMc~ County end, Lola 43 torough 10. 70 ~rough 72, and 88 Ihmug~ 88 of Tract 24134-1 I1 per map flll~ ~ Book 23~, Pigel 14 U~ough g2 Of Map& ~ the Office Of Eke County Recxx~ef of I. ed RiveraiM County Ind. LoLl 1 ttYough 35,47 torough 49.ar~ ~ b~rough 71 of TrIc~ 24134-3 I,l per rrmp filed Ifi BOo~ 231, PaOli I lhrougl~ 8 of MI~)S in me O~cl ol me Cour~y ~___.~F~OM M laid Rh~alOe LoW 41 throug~ 80,aJ~ Lot a3 of Trl~ 2413,4 u pe~ m~ fil~ ~ ~ ~, p~ 42 ~ 4B ~ Mi~ in ~e ~ of ~ Co~ R~r~ of ~d R~ ~un~ ~, .. Loll 31 through 4g,lnd 73 through g6 of Tract 24133-2 u per map f~ed kl Book 2~0, Pagel 42 through 47 of Maps in the.Office of h County ReoorcW of laid RiveralOe County am=, LOW 7 through 0,12 thrOUgh 14, 16 throu 08. end Lot 10e of Trac~ 24133-a u per map fi~d k~ Book f'aO. PlOe,1 q through 54 of alpl in h Office ol the County Reco'c~ M raid R~wt~ka Comte/and, LOtl 52 through 80.and 68 through ~1 of TrAct 241~-4 IS pm map filed in Book 2~2, Pigel SO through Of MIDI tn the Office ot me County Reoorc~ of Mid iqlverm~e County. 62043 RECORDED BOOK 1,59. PAGEh 38 Parcel Map No. 234: RECORDING REQUESTED BY:~ WHEN RECORDED, MAIL TO: City of Temecula 43174 Business Park Drive Temecula, CA 92590 Attn: City Clerk (Space ADove For Recorcler's Us AGREEMENT FOR PAYMENT OF NON-RESIDENTIAL PUBLIC FACILITY FEE described as follows: This Agreement is made this ~ day of ,1993, by and between me City of Temecula ('City") and Bedford Development Company, a California corporation, and Mesa Homes, a California corporation (collectively, 'Developer'). RECITALS Developer is the owner of real property (the 'Property") in the City of Temecula Exhibit A, attached hereto and incorporated herein by reference. B. Developer proposes to develop the Property pursuant to (the 'Project'). C. City has determined that the Project will impact traffic and the demand for othe~ public facilities within the City as defined in the for the Project. These impacts must be mitigated by payment of a fee for additional road and public facility construction, which fee shall be identified as set forth hereinafter. D. The City proposes to impose a pubtic facility fee upon new non-residential 11~M~nano M ~'d~ ~o~ement m t~e exempt PurMMnt 1D C~owmment Ccx~ Sect~n 61CX3 M~ it ks mc~ci~l hx the t)e~e~ M 11-01~-~Z IZZZ1-00M~ 62043 developments within the City in order to construct additional public facility improvements to serve and beneft new developments, including the Project. These fees shall be known as the Non- Residential Public Facility Fee. E. The Amendment and Restatement of Development Agreement between C~ and Developer dated ,1992, ('Development Agreement*) requires that Developer execute this Agreement prior to issuance of a building permit or conditional use permit, or recordation of the final map, as provided specifically in the conditions of approval. F. In order for Developer to proceed without payment of the Non-Resiaenuat Public Facility Fee in a timely manner, City and Developer have determined to enter into this Agreement pursuant to Government Code Section 66007 and the Development Agreement. G. The term "public facility' shall refer to public and municipal infrastructure, such as roads, highways, flood control facilities, city hall, police stations, community centers, theaters, parks and similar public infrastructure. NOW, THEREFORE, the parties hereto agree as follows: 1. Non-Residential Public Facilit'v Fee. a. The City Council will establish the amount of the Non-Residential Public Facility Fee at some time in the future. The Fee will be based upon the square footage of each development, the vehicle trips generated by each development, or similar measure(s). The Non- Residential Public Facility Fee also shall establish the specific improvements to be constructed and their cost, the benefit assessment area and the method by which he fair share, pro-rata obligations of each property are to be established based on impact on traffic and demand for public facilities. b. Developer shall pay the Non-Residential Public Facility Fee on each building at such time as it receives its certificate of occupancy or final inspection, whichever occurs 11-09-9~ IZ~I-lX)O(~ F: ~:c~15z~ml lOOOl .,= 2 62043 c. The Council also may establish an Interim Non-Resiaential PuDiic Facilit, Fee to be followed by a Final Non-Residential Public Facility Fee. If only the Interim Non-Resiclenti; Public Facility Fee has been established at the ~me the Developer seeks issuance of its certificate occupancy or final inspection, whichever occurs first, then Developer shall pay the Interim Fee pdc to issuance of the certificate of occupancy or final inspection, whichever occurs first. Later, when the Final Non-Residential Public Facility Fee is established, the Developer will be reimbursed for an difference between the Interim and Final Fee if the Intedm Fee exceecls the Final Fee, anc~ snail pa! the sho~all if the Final Fee exceeds the Intedm Fee. d. If the certificate of occupancy or final inspection occurs prior to the estaDlishment of the Interim or Final Non-Residential Public Facility Fee, then Developer shall pay a cleposit of $10,000 prior to the issuance of'the certificate of occupancy or final inspection, which amount shall be a credit against the Interim or Final Non-Residential Public Facility Fee. A letter of credit may be provided in lieu of the $10,000 deposit. e. If either the Final or Interim Non-Residential Public Facility Fee is es;ablished after the issuance of the certificate of occupancy or final inspection, the Developer shal pay the Interim or Final Non-Residential Public Facility Fee ten (10) days after receiving notice from the City that it has been established. f. Notwithstanding the above, Developer shall provicle City with written notification of the opening of any escrow for the sale of the Project and shall provide in the escrow instructions that if the Interim or Final Non-Residential Public Facility Fee has been established, the Fee shall be paid to the City from the sale proceeds in escrow prior to distributing the proceeds to Developer/seller. 11-09-g2 ~22Z1-0CX:)64 F: '~:~C~ 15L)3,gZ110QO1 .~ ;3 6;2043 g. City shall record a release of ~is Agreement upon payment of all Non- Residential Public Facility Fees owing and shall provide Developer ~ a copy of suc.~ release. 2. Use of the Non-Residential Public F~cititv Fee. The Non-Residential Pubiic Facility Fee collected pursuant to this Agreement shall be used only to construct Cid-wide traffic and public facii~ improvements, whic~ improvements are deemed to be of benef~ to the Project, and for~ expenses incidental tt~ereto. There is a reasonable relationsl~ip between t~e Prolect and the Non- Residential Public Facility Fee in tha! the Project will impact ~'affic and existing public facilities and. consequently, will require expansion of the City-wide street and higt~way system, and public facilities in order to. meet tl~e added demand resulting from We Project The amount of the Non-ResiOential Public Facility Fee to be collected from Project represents the cost of facilities necessary to meet tr~e incremental increase in traffic and demand for public facilities resulting from tlae Project. 3. Information Provided. Developer shall provide to City, upon City's request t~erefor, any anci all information.regarding access to the Project, traffic flow, trip generation factor' and such other information as is reasonably necessary to establish the Non-Residential Pubic Facility Fee. 4. Security for the Non-Residential Public Facility Fee. a. Concurrently with the execution of this Agreement, Developer shall provide an irrevocable letter of credit or other form of security approved by City, in a form approved by the City Attorney, in an amount equal to the total Non-Residential Public Facility Fee for the Project. The amount of security may be increased upon City's request should there be an increase in the amount of the Non-Residential Public Facility Fee. The amount of security also may be reduced upon Developer's payment of Non-Residential Public Facility Fees outstanding. Except for the deposit provided for in Section 1, no letter of credit is required if neither 11-(W-~ 1Z221 - 0006~ F: ~:XX:\ 15Z%92110001 .AGii 4 the Interim or Final Non-Residential Public Facirffy Fee has been established as of the date of execution of this Agreement. b. As an attemative to collecting the fee from the letter of credit, if the Developer fails to pay the Non-Residential Public Facility Fee within thirty (30) clays of the date cieraand is made, the City may assess a penalty of ten percent (10%) of the amount owing and make said Fee, inclusive of penalty, a lien upon the described real property by recording a notice that said Fee is due under the terms of this Agreement with the County Recorder of Riverside County. The notice shall state the fact that said Fee, inclusive of penaffy, is clue under the ten'ns c this Agreement and shall state the amount, together with the fact that it is unpaid and draws intere; on the Fee and penalty at the rate set forth at California Revenue & Taxation Section 19269 unti~ paid. c. The City may as an alternative to the lien procedure set forth above, bring legal action to collect the Non-Residential Public Facility Fee due. The Developer agrees that legal action by the City is necessary to collect the Fee the Developer agrees to pay the City a reasonable sum as attorneys' fees and court costs, together with penalty and interest determined according to Paragraph 4(b) of this Agreement. 5. Agreement Runs with Land. This Agreement pertains to and runs with the Property. This Agreement binds the successors-in-interest of each of the parties. 6. Waiver. By execution of this Agreement, Developer waives any rigl~t to protest tlae provisions of the Development Agreement, this Agreement or the formation of any Public Facilit Fee district, but not the nexus between any Non-Residential Public Facility Fee and the Project. 7. Binding Agreement. This Agreement shall be binding upon Developer and Developer's successors and assigns. 11-0'9-9'Z 'T ':~'-'-'-'-'-'-'-'~ 1 F: "~X:~'~ 15Z%.9'Z110(X)1 .AGIt 5 · (;2043 8. Amendment/No Continuing Waiver. This Agreement may be modified or amended only in writing, signed by both parties. This Agreement contains the full and complete understanding of the parties and supersedes any and all prior oral or written agreements or representations. A waiver of any term or condition of this Agreement by either party shall not be deemed a continuing waiver thereof. 9. Attorneys' Fees. Should either party determine that it is necessary to file a legal action to enforce or interpret the provisions of this Agreement, the prevailing party in that litigation sna~l be endtied to its reasonable costs, including but not limited to, attorneys' fees. 10. Notices. Notice shall be deemed given under this Agreement when in writing and deposited in the Unites States mail, City: Developer: With a copy to: 11. first-class, postage prepaid, addressed as follows: City of Temecula 43172 Business Park Drive Temecula, CA 92390 Attn: City Attorney Kemper Real Estate Management Company 3470 Diablo Blvd., Suite A-100 Lafayette, CA 94549 Attention: Dennis M. Klimmek, Esq. Pettis, Tester, Kruse & Krinsky 18881 Von Karman, 16th Floor Irvine, CA Attention: Miscellaneous Provisions. 92715 Dennis D. O'Neil, Esq. a. If any provision of this Agreement is adjudged invalid, the remaining provisions shall not be affected. b. If there is more than one (1) signer of this Agreement as Developer, their obligations are joint and several. F: ~3C\ 15Z~'Z111X~01 .A~ 6 (;2043 IN WITNESS WHEREOF, the parties or their duly authorizecl representatives t~ave executed this Agreement as of the date se: out above. CITY OF TEMECULA Dav:cl S. Dixon City Manager APPROVED AS TO FORM: By: Scott F. FielO, C~y Attorney BEDFORD DEVELOPMENT COMPANY, a California corporation By: , President By: Dennis M. Klimmek, Secretary MESA HOMES, a California corporation By: William M. Butler, President By: Dennis M. Kiimmek, Secretary 11-09-92 1ZZZl-O(X)64 F: ~:)C~152\92110001. A,'~, 7 62043 STATE OFCAUFORNIA COUNTY OF ss. On before me, , a notary public in ancl for sa~cl State, personally appeared , personally known to me (or provecl to 'me on me basis of sausfactory evlclence) to be the person(s) whose name(s) is/are suDscribecl to the within ins13'ument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (Seal) STATE OF CALIFORNIA COUNTY OF ss. On before me, , a notary public in ancl for said State, personally appeared , personally known to me (or proved to me o the t3as~s of satisfactory ewcience) to De the person(s) whose name(s) is/are subscribecl to t13e within instrument and acknowledged to me that he/she/they executed the same in his/her/their a~horizecl caDacity(ies), and that by his/her/their signature(s) on tJ3e instrument the person(s), or the entry upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (Seal) 11-09-92 12221-(XX)6~ F: 'JXX:\152~9'Z110001 .A~ 8 STATE OF CALIFORNIA COUNTY OF SS. On before me, , a notary public in and for sa,cl State, personally appeared , personally known to me (or proved to me on the Dasts of sausfactory eviclence) to De me person(s) whose name(s) is/are suDscriDecl to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument me person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (Se: STATE OF CALIFORNIA COUNTY OF SS. On before me, , a notary public in and tot said State, personally appeared , personally known to me (or proved to me on me Das~s of satisfactory ewaence) to De the person(s) whose name(s) is/are subscribecl to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized ca~3acity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entrty upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (Se 1Z22"1 - (X)(3~ 10001 ..~GI~ 9 $2043 EXHIBIT A DESCRIPTION OF THE PROPERTY 11-09-9'~ 1ZZ21-Ix)06~ F: ~:)C~\15Z%92110001 .A~ 1 0 infiekl {dlnJ play, ere.. · shall be Ins'trilled aaft m ~ltdlM shag fz~fu4e i cheek bmr .r,d · n~int~nenoe &'torage room n4C. IN less m~rl 1200 Ktumre t~ Of flOor mpec~.. P~m/' oro~r,d.~t lot emu shaft ~',ldy wtth el ADA r~lulmn-4nu. ~d provici. tm' ·ddit/or4f shading. _O~?_,.n~8_ ~i)~Ce p2W ~d)icrl~: ifil, 8MI~ be provide. ~d 'J~ .me of coverage .: ._/-~._"aal~ng Ind Irrigation Ill·re ehll oonform M City 8tnndmrdw ..... · s1- -..-~- ..-paruT,m~ un~wprr,,nt G&'vSc~s Adm~Mil~lUx. Ncrti: AI propos.d pifk sm4nJ~. Ihll q)edfy ~4 use of O~y approv, d rev~ecl 10/g2~/k ]]z~Da'~. ~ or ]'.LITE .. ~o-nsn' F 62043 ITEM 21 APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council Joseph Kicak, Director of Public Works/City Engineer July 14, 1998 Murrieta Creek Pilot Project, Diaz Road at Winchester Road - Plan Check and Map Fees PREPARED BY: ¢~ Ronald J. Parks, Deputy Director of Public Works RECOMMENDATION: That the City Council approve waiver of Plan Check and Inspection Fees for development of the Murrieta Creek Pilot Park Project. BACKGROUND: Staff has been working with Jeannie Gillen, Coordinator for the Citizens Coalition for the Murrieta Creek Pilot Project, to develop Park Improvement Plans for the construction of a five (5) acre linear park adjacent to Murrieta Creek at Diaz Road and Winchester Road. The land and a portion of the improvement costs will be made available through an Amended Development Agreement No. 90-1 with Rancho Core Associates No. 1 which is scheduled to be heard by the Planning Commission on June 17, 1998. Much of the design work has been done through donations from the Civil Engineer, the Landscape Architect and funding of private citizens. Since this project is proposed to be dedicated to the City, staff has been reviewing the plans through the Community Services, Public Works, and Building and Safety Departments. The plans are ready for permits and normal plan check and inspection fees for Public Works would be approximately $9,247.50 for approximately $131,500.00 worth of improvements. Ms. Gillen has requested a waiver of these fees since this is a community effort and the project will be a "gift" to the City. Attached is a letter from Ms. Gillen supporting her request. FISCAL IMPACT: Loss of plan check and inspection fees of approximately $9,247.50. ATTACHMENT: Citizens Coalition for the Murrieta Creek Pilot Project (5/26/98 letter) R:IA GDRPT[9810714[PIL 0 TPAR. FEE/ajp Citizens Coalition for the Murrieta Creek Pilot Project John Affolter Gary E. Allen AI & Carlime Anderson Hector Correa Tim Crough Bill Dendy Kirk Dye Steven Ford Willie Gale Jeannie Glllen Coordinator (9O9) S06-6S.~3 Kathleoa Hamilton Max Harrison Raymond Johnson Karel Lindemarts Austin Linsley Allm Nunez Larry Markham Jack Martin Brian Padberg Bill Rawlings Ron Roberts Dan Silver. M.D. Gary Smith Herb Snfith Marty Smith Dan Stephenson Jeff SIone Jack van ttaaster Kevin Walsh Chuck Washington Bob Wheeler Thomas Williams, M.D. May 26, 1998 Temecula City Council 43200 Business Park Drive Temecula, Ca. 92590 Mll¥ CiTY 0. ENGINEERIN~, Mumeta Creek Pilot Project Gentlemen: As you may recall, the Mumeta Creek Pilot Project spawned from a diverse group of citizens interested m demonstrating or modeling the type of"soft channel" improvements that would protect the cities of Temecula and Mumeta from flooding, while providing recreational opportunities and environmental conservation. Since the Army Corps of Engineers is currently studying a plan to do exactly that for the entire 11 miles of Mumeta Creek, it would be premature and redundant to do any channel construction at this time. Subsequently, the Citizens Coalition for the Murrieta Creek Pilot Project designed a linear park on the creek at Winchester and Diaz Roads, to model the recreational and environmental concepts of the overall project. Since this property is located within the city limits of Temecula, those plans and specifications have been prepared to meet the City of Temecula's standards for park construction, with the cooperation of the Community Services District, under the direction of Shawn Nelson. It has always been our intent and desire to dedicate and grant this park to the city, to demonstrate or model the Mumeta Creek concept and to insure continuity in the level of maintenance, as well as continued public access. In support of our endeavor, the city of Temecula passed a Resolution to "find, determine and declare as follows" see attached Resolution No. 96-109, concluding with "NOW THEREFORE be it resolved, the City Council of the City of Temecula wholeheartedly supports the efforts of the coalition and respectfully requests support from local, State and Federal Legislators for approval of the project and corresponding Federal and State Funding to construct the facilities in this area and ultimately along the entire length of Mumeta Creek". I would like to take this opportunity to thank the city council and the city staff for their support, assistance and cooperation in this planning process. The purpose of this correspondence is to respectfully request that the city, in their gesture of support for this project, and inconsideration of the fact that we have worked so closely with your staff, waive the planning and inspection fees (which could be in excess of $9,000) for the following reasons: 1. A coalition of concerned citizens, environmentalists, members of the development community and local govemment have supported, assisted and cooperated in this project, thereby demonstrating an extraordinary degree of consensus. 2. This project will model the Mumeta Creek linear park concept complete with recreation amenities and environmental conservation, that this community has requested, as an alternative to concrete channelization with chain link fencing. 3. This project valued (by the city) at $150,000 per acre for 7 acres, will be built for the most part, through donations from developers, contractors, local businesses and concerned citizens. Thereby creating a million dollar (gift) park, for the city of Temecula. 4. This project further provides the employees m the 500 acre Westside Business Center an oppommity to walk, exercise or just relax before, dunng (lunch) or alter work, without having to drive anywhere. 5. This project, provides the citizens a local creekside park experience, as well as an altemative transportation route, connecting to the regional trail system. Trails, as alternative transportation, take people off the roads and qualify projects for transportation funding ISTEA for example. 6. This project receives trail users coming from the Santa Gertmdis trail, providing them the oppommity to rest and continue, or rest and rerum on the city's trail system. I am so proud and pleased that we are finally going 'to do something beneficial" on the Mumeta Creek, I could go on and on. I hope these reasons I have itemized are as valuable to you as they are to the citizens that have worked for many years on creek projects. I hope the reasons I have itemized will justify my request for your support and waiver of fees. I believe that the city has waived fees on other park projects, for citizen and/or non-profit organizations, and it is on that precedent that I request your consideration. Last but not least, I thank you for your time, your leadership and your commithnent to the creek. My contractors are ready to build this park, so I hope you will agendize this request as soon as possible. It is my understanding from staff that this request may simply go on your consent calendar, which is fine; but I want you to know, I would be happy to make a public presentation should you so desire. I will look forward to hearing from you soon. Yours truly, ,//~ j ~ Murrieta Creek Pilot Project ITEM 22 APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT Mayor and City Councilmembers Joseph Kicak, City Engineer and Director of Public Works July 14, 1998 Consideration of adoption of two Resolutions of Necessity for the Acquisition in Eminent Domain of Property for Bridge Improvement and related Road Realignment and Improvement Purposes in connection with the Pala Road Bridge Improvement and Road Realignment Project (Federal Project Nos. BRLS - 5459(003), BRRS - W950) RECOMMENDATION: That the City Council: 1. Consider Resolution No. 98- , and Resolution No. 98- , Resolutions of Necessity of the City of Temecula Declaring Certain Real Property Necessary of Public Purposes and Authorizing the Acquisition thereof in connection with the Pala Road Bridge Improvement and Road Realignment Project. 2. Open and conduct a hearing as to each proposed Resolution of Necessity, receive from staff the evidence stated and referred to in this report as to each proposed resolution, take testimony from any person wishing to be heard on issues A, B, C, D, below as they relate to each proposed acquisition, and consider all of the evidence to determine whether to adopt each proposed Resolution. 3. If the City Council finds, based on the evidence contained and referred to in this report, the testimony received at the hearings, that the evidence warrants the necessary findings with respect to each proposed Resolution of Necessity, then the staff recommends that the City Council, in the exercise of its discretion, adopt proposed Resolution No. 98- and proposed Resolution No. 98- (each of which requires a separate, 4/5ths or unanimous vote of the entire Council for adoption) and authorize the commencement of eminent domain proceedings for acquisition of the subject property interests. RESOLUTION NO. 98- A RESOLUTION OF THE CITY OF TEMECULA DECLARING CERTAIN REAL PROPERTY NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF, IN CONNECTION WITH THE PALA ROAD BRIDGE AND ROAD REALIGNMENT PROJECT R:coheem\1754033 1 RESOLUTION NO. 98- A RESOLUTION OF THE CITY OF TEMECULA DECLARING CERTAIN REAL PROPERTY NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF, IN CONNECTION WITH THE PALA ROAD BRIDGE AND ROAD REALIGNMENT PROJECT 4. As to each resolution, if approved, approve warrants, each warrant being payable to the Clerk of the Court, Riverside County in the amount of $295,000.00 for deposit in court to obtain an order for possession of the Pala Rainbow, LLC property interests, and in the amount of ~11,200.O0 for deposit in court to obtain an order for possession of the KCY Development property interests. 5. Authorize the City Manager to execute all necessary documents. BACKGROUND: The property interests described below are sought for a public use, namely for bridge improvement and streets and highway purposes in connection with the Pala Road Bridge and Road Realignment Project ("Project"), as set forth in California Government Code, Sections 40401, 40403 and 40404 and authorized by California Government Code Sections 37350, 37350.5, 40401, 40403, 40404, and California Code of Civil procedure Sections 1230.010, et seq. The proposed Project entails the provision of a new bridge crossing of Temecula Creek for a four-lane arterial highway and the realignment of a portion of Pala Road south of Highway 79 South to connect with the new bridge. The overall purpose of the Project is to provide safe and adequate vehicular crossing across Temecula Creek from Highway 79 South to existing Pala Road. As proposed, the Project would require the acquisition of portions of a larger parcel comprised of Assessors Parcel Numbers 950-110-022, 024, 025 and 026 for road right of way, slope easements, temporary construction easements, wetlands easements, and a sewer utility easement ("Pala Rainbow property interests"). It would also require acquisition of portions of a parcel known as Assessors Parcel Number 950-110-032 ("KCY subject property interests) for right of way, a slope easement, and a temporary construction easement. Improvement of the Pala Road Bridge has been recognized as an important and necessary project since the late 1980's when a number of master-planned communities and specific plans were approved in the vicinity of the existing bridge. As the City develops, the vehicular traffic volume along Pala Road is expected to quadruple, making the present two-lane bridge insufficient to handle the volume of traffic. Replacement of the current bridge with a four-lane bridge would accommodate existing and expected traffic volumes, reduce congestion along Pala Road and Highway 79 South, and reduce traffic accidents in the vicinity of the Pala Road Bridge. In connection with the proposed Project, a number of possible bridge locations and realignments of Pala Road were considered, including constructing a four-lane bridge and road along the existing alignment of Pala Road. It was determined that such an alignment would result in an extremely substandard roadway radius and/or acute intersection angle between Pala Road and Highway 79 South. After extended study it was determined that the proposed bridge should be built immediately upstream of the existing bridge, to improve the intersection angle. This placement requires realignment of a portion of existing Pala Road. A diagram depicting proposed realignments studied, including the current proposed alignment and bridge location (Alignment 1A) is attached to this report as Exhibit 1 and incorporated here by this reference. R:coheem\1754033 2 Concurrent with the preparation of the City of Temecula's General Plan, the California Department of Transportation (Caltrans) and the Federal Highway Administration (FHWA) reviewed the eligibility of the proposed bridge improvements for funding under the federal bridge replacement program. In 1990, the FHWA determined that a four-lane bridge replacement could be funded. Accordingly, the Project is also a federal project ( Project Nos. BRLS-5459(003) and BRRS-W950), requiring evaluation under NEPA and CEQA. As set forth more fully below, the Project has been found to be eligible for a categorical exclusion/ categorical exemption under NEPA and CEQA. Because the Project will result in unavoidable impacts to waters of the U.S., i.e., Temecula Creek, an Army Corps of Engineers 404 individual permit is required. The 404 permit was obtained on June 27, 1997 and is on file in the City Department of Public Works. The Project has also been extensively studied in connection with potential wetlands impact. Certain temporary and permanent wetlands impacts have been identified and a mitigation plan prepared. In addition, the surrounding site has been evaluated in connection with possible eligibility in the National Register of Historic Places and the California Register of Historic Resources. An historic survey report was prepared for three site areas within the Project site determined to require further historical and archeological consideration. As set forth in the report, none were determined to be eligible for registry with the National Register of Historic Places or the California Register of Historic Resources, and no locally designated landmarks were identified within or immediately adjacent to the Project area. The following studies, reports, and evaluations have been prepared and approved in connection with the Project. These documents are on file in the City Department of Public Works and are incorporated in this Report by this reference: Bridge Evaluation, Temecula Creek Bridge (Bridge 56C-165) prepared for Riverside County by JRP Historical Consulting Services, October, 1996 Historic Property Survey Report for the Temecula Creek (Pala Road) Project prepared for Riverside County by Professional Archaeological February, 1997 Services, Pala Road Bridge Improvement Project Alternatives Analysis Report for a 404 Individual Permit prepared for County of Riverside and Caltrans District 8 by Ogden Environmental and Energy Services, December 22, 1995. Planning Studies for Pala Road Bridge over Temecula Creek prepared for County of Riverside by McDaniel Engineering Company, Inc., July, 1995, July, 1996 Field Review Form and Preliminary Environmental Study for Project Nos. BRRS - W950, BRLS - 5459(003) Categorical Exclusion Determination, FHWA, 7/10/97 Categorical Exemption Determination, Caltrans, 2/24/96 Temecula Creek (Pala Road) Bridge Improvement Project Wetland Mitigation Plan prepared for County of Riverside and Caltrans District 8 by Ogden Environmental and Energy Services Co., Inc., May, 1997 R:coheem\1754033 3 Extended Phase I Survey of CA-RIV-4707/H for the Temecula Creek (Pala Road) Bridge prepared for County of Riverside by Ogden Environmental and Energy Services Co., Inc., January, 1997 Phase II Evaluation of the Archaeological Site CA-RIV-4707/H for Determination of Eligibility prepared for County of Riverside by Ogden Environmental and Energy Services Co., Inc., January, 1997 Department of Army Permit 94-01047-ES ("404 Permit"), June 27, 1997 NEPA AND CEQA COMPLIANCE The Riverside County Transportation Department staff, in cooperation with Caltrans, the City, and the FHWA, conducted a field review of the Project and completed various environmental studies described above. The County determined that the Project qualifies for a Categorical Exemption under the California Environmental Quality Act (CEQA) Guidelines, Section 15061 (b)(3). Notice of the determination was duly filed with the County Clerk on January 23, 1996, and posted on February 24, 1996. The FHWA conducted a separate field review of the Project and reviewed various of the Project documents described above. The FHWA determined that the Project is a "Categorical Exclusion," Class II action, as described in 23 Code of Federal Regulations § 771.117. On July 10, 1997, the FHWA District Engineer endorsed the Categorical Exclusion determination. The City Planning staff has reviewed the above determinations and the Project documents. On June 30, 1998, the City staff determined that there have been no new changes in the Project as proposed that would require additional evaluation under CEQA. A. THE PUBLIC INTEREST AND NECESSITY REQUIRE THE PROJECT As set forth above, the overall purpose of the Project is to provide safe and adequate vehicular access across Temecula Creek from Highway 79 South to existing Pala Road. The existing road and bridge configuration has a maximum estimated capacity of 14,000 to 15,000 average daily trips. The City's General Plan indicates that the average daily trips for Pala Road will increase to 48,000 as a result of the building out of planned development in the area. Using the General Plan's roadway classifications, the current roadway and crossing could handle a maximum traffic capacity of 14,000 to 15,000 average daily trips with an adequate level of service. The portion of Pala Road immediately south of the highway, including the bridge, currently becomes very congested during peak hours because of the close connection with heavily traveled Highway 79 South. Among the other problems associated with this congestion is the truck traffic that seeks alternative routes through residential streets. Given the traffic congestion at peak hours, the likelihood of traffic accidents is also high. The current bridge is only 26 feet wide with two lanes totalling 22 feet, and the bridge has no pedestrian/bicycle lanes. Because of the unsafe conditions, pedestrians often resort to the streamchannel, using a dirt path across the creek. As presently planned, the Project would: R:coheem\1754033 4 1 ) Alleviate current traffic congestion and accommodate future traffic increases; 2) Provide safe vehicle and pedestrian access; 3) Would not result in a significant floodplain encroachment. B. THE PROJECT IS PLANNED OR LOCATED IN A MANNER THAT WILL BE COMPATIBLE WITH THE GREATEST PUBLIC GOOD AND LEAST PRIVATE INJURY As set forth above, the Project is necessary to address existing and future traffic circulation problems and dangers. The proposed four-lane arterial highway and four lane bridge would address these problems. As planned and located (Alignment 1A), the Project would cause significantly less permanent and temporary impact to wetlands and waters than any of the other alternative alignments studied (except the present alignment). The proposed improvement will also improve the City's linkage to regional facilities including Highway 79 South and Interstate 15. The proposed configuration would accommodate more than 45,000 average daily vehicle trips with a level of service D or better according to the General Plan. The dedicated pedestrian/bicycle lanes would have a positive effect on traffic and pedestrian/bicyclist safety. As planned and located, the Project would also not adversely impact any sites determined to be eligible for the National or State Registers and would cause no impacts to any federal and/or state-listed endangered or threatened plant and animal species. C. THE SUBJECT PROPERTIES ARE REQUIRED FOR THE PROJECT 1) The Pala Rainbow Subject Property Interests: This larger parcel ("Pala Rainbow Larger Parcel") comprised of APNs 950-110- 022,024,025,026 is located in the southeast quadrant of Highway 79 South and existing Pala Road. Portions of the Pala Rainbow Larger Parcel are zoned open space-conservation and portions are zoned for professional office development. The larger parcel is presently vacant and undeveloped. The proposed Project is located principally in property that is part of the Pala Rainbow Larger Parcel. The proposed bridge would be located almost entirely across property that is part of the Pala Rainbow Larger Parcel and most of the realigned right of way is also located within that Larger Parcel. In addition, the property identified by oversight agencies for wetlands conservation purposes is also located within a portion of the Pala Rainbow Larger Parcel that is presently zoned open space - conservation. These assessors parcels were previously part of a larger property which extended from existing Pala Road eastward approximately one-half mile, a portion of which did not front on Highway 79 South. In 1990, the property owner provided an easement dedicated for road and associated utility purposes, for a proposed realignment of Pala Road, along with property for the related extension of Cupeno Lane. The present proposed alignment is not located entirely in the area of the 1990 dedication. While the proposed right of way for the proposed alignment does not match the 1990 dedication, portions of the dedicated property are required for slope easements, and the Cupeno Lane extension, and thus remain subject to the dedication. Except those portions, the property dedicated in 1990 would be vacated back to the present property owner as part of the Project. In addition, the City would acquire an easement for sewer purposes in connection R:coheem\1754033 5 with a subsurface sewer line that was installed in the property subject to the 1990 dedication, when it was contemplated that the right of way would be built along that alignment. The proposed Project also requires the acquisition from the Pala Rainbow Larger Parcel of property in fee for road right of way, slope easements, to accommodate grade differentials and temporary construction easements. In addition to the property interests associated with building the new bridge and the realigned right of way, property interests are required to mitigate wetlands impact due to in the Project, as required by the Army Corps of Engineers and the federal oversight agencies. The proposed wetlands conservation easements are thus a necessary part of the proposed Project. The Pala Rainbow subject property interests are more fully described in proposed Resolution of Necessity No. 98- which is attached to this report as Exhibit 2 and incorporated here by this reference. 2. KCY Subject Property Interests - These property interests are part of a larger parcel known as APN 950-110-032 ("KCY Larger Parcel"), located just south of the Pala Rainbow Larger Parcel and along the southernmost portion of the proposed realignment of Pala Road, on the northeasterly side of existing Pala Road. The KCY Larger Parcel is zoned professional office and is vacant and undeveloped. The KCY Larger Parcel would be reduced in size by approximately 500 square feet as a result of the proposed Project. A small portion of the Larger Parcel is required in fee for road right of way. A slope easement along the frontage of the Larger Parcel would also be required to accommodate the grade differential between the proposed road realignment and the Larger Parcel. Ingress and egress across the slope easement to access the Larger Parcel will be permitted. In addition, a temporary easement for construction purposes is required for the proposed Project construction. The KCY Subject Property Interests are described more fully in proposed Resolution No. 98 - __, which is attached as Exhibit 3 to this report and incorporated here by this reference. D. THE OFFER REQUIRED BY GOVERNMENT CODE SECTION 7267.2 HAS B E E N MADE TO EACH OF THE OWNERS OF THE PALA RAINBOW LARGER PARCEL AND THE KCY LARGER PARCEL Pursuant to Government Code Section 7262, et seq., the City obtained a fair market value appraisal of the subject property interests of Pala Rainbow, LLC and KCY Development, set just compensation in accordance with the appraised fair market value, and extended a written offer to Pala Rainbow, LLC on June 18, 1998, and a written offer to KCY Development on June 18, 1998. True and correct copies of the offer letters are on file in the City Manager's Office and are incorporated here by this reference. The City has been negotiating with Pala Rainbow, LLC. To date, no negotiated purchase has been consummated. The City has also been in contact with the principals of KCY Development. Negotiations with this property owner are also underway but no negotiated purchase has been consummated. Adoption of each of the proposed Resolutions of Necessity requires a four-fifths (4/5) vote of the City Council. R:coheem\1754033 6 RESOLUTION NO. 98- A RESOLUTION OF NECESSITY OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING CERTAIN REAL PROPERTY NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF IN CONNECTION WITH THE PALA ROAD BRIDGE AND ROAD REALIGNMENT IMPROVEMENT PROJECT (FEDERAL PROJECT NOS. BRLS-5459(003) AND BRRS- W950) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City of Temecula is a municipal corporation in the County of Riverside, State of California. Section 2. The property interests are described generally in Section 3 of this Resolution and more particularly described in Exhibits 1 and 2 of this Resolution, a re to be taken for a public use, namely for the Pala Road Bridge and Road Realignment Improvement Project, construction of said project, and all purposes necessary or convenient thereto, pursuant to the authority. conferred on the City of Temecula by eminent domain by California Constitution Article I Section 19, and California Government Code Sections 37350, 37350.5, 40401, 40403 and 40404 and California Code of Civil Procedure Sections 1240.010 through 1240.050; and 1240.110, 1240.120, 1240.150, 1240.160, 1240.410, 1240.510, 1240.610, 1240.650, and other provisions of law. Section 3. The property interests sought to be taken are located in the City of Temecula, County of Riverside, State of California, and are portions of a larger parcel identified by Assessors Parcel Numbers 950-110-022, 024, 025 and 026. The property interests sought to be taken are more particularly described in Exhibits 1 and 2 to this Resolution, which is incorporated by this reference ("Subject Property Interests"). Section 4. The City Council of the City of Temecula finds and determines that: A. The acquisition of the Subject Property Interests is required for the Pala Road Bridge and Road Realignment Improvement Project ("the Project"). A general description of the Project is set forth in the Agenda Report dated July 14, 1998 and the reports and document s cited in that Report, which are all incorporated in this Resolution by this reference. B. The potential environmental impacts of the acquisition of the Subject Property Interests were analyzed by Riverside County and the Federal Highway Administration in connection with the Pala Road Bridge and Road Realignment Project ("Project"), Federal Project Nos. BRLS 5459(003), BRRS-W950. The Riverside County Transportation Department R:coheemx 1754039.1 reso i staff, in cooperation with Caltrans, the City and the FHWA, conducted a field review of the Project and completed various environmental studies. The County determined that the Project qualifies for a Categorical Exemption under the California Environmental Quality Act (CEQA) Guidelines, Section 15061(b)(3). Notice of the determination was duly filed with the County Clerk on January 23, 1996, and posted on February 24, 1996. The FHWA conducted a separate field review of the Project and reviewed the Project documents and determined that the Project is a "Categorical Exclusion," Class II action, as described in 23 Code of Federal Regulations § 771.117. On July 10, 1997, the FHWA District Engineer endorsed the Categorical Exclusion determination. Pursuant to CEQA Guidelines 15162, the findings made by the County and FHW A are also the appropriate findings with respect to acquisition of the Subject Property Interests. The City Planning staff has reviewed the above determinations and the Project documents. On June 30, 1998, City staff determined that since the County and FHWA determinations, there have occurred no significant changes in the Project or in the environment and no new information ha been obtained that would require further environmental analysis. that: Section 5. The City Council of the City of Temecula hereby finds and determines A. The public interest and necessity require the proposed project; B. The proposed project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; C. The property interests described in Exhibits 1 and 2 are necessary for the proposed project; and D. The offer required by Section 7267.2 of the Government Code has made to the owners of record. Section 6. The findings and declarations contained in this Resolution are based on the record before the City Council on July 14, 1998 when it adopted this Resolution, including the Agenda Report dated July 14, 1998, all documents incorporated in the Agenda Report, the testimony at the hearing, the records and documents prepared in connection with the Project, the testimony and evidence presented at hearings related to the Project, and the public records of the City pertaining to the Project, all of which are incorporated in this Resolution by this reference. Section 7. The City of Temecula hereby authorizes and directs Richards, Watson & Gershon, as City Attorney, to take all steps necessary to commence an action in a court of competent jurisdiction to acquire by eminent domain the property interests described in this Resolution. R:coheem\ 1754039.1 reso 2 PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula this 14th day of July, 1998. ATTEST: Ron Roberts, Mayor Susan W. Jones, CMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, City Clerk of the City of Temecula, do hereby certify that Resolution No. 98- was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof held on the 14th day of July, 1998, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSTAIN: COUNCILMEMBERS: Susan W. Jones, CMC City Clerk R:coheem\1754039.1reso 3 TAKINGS FROM APN 950-110-022 EXHIBIT "A" LEGAL DESCRIPTION FOR WETLAND PRESERVATION AREA AND WETLAND CREATION AREA EXHIBIT ~A" LEGAL DESCRIPTION FOR WETLAND PRESERVATION AREAAND WETLAND CREATION AREA BEING PORTIONS OF THE TEMECULA RANCHO, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, WHICH RANCHO WAS PATENTED TO LUIS VIGNES BY PATENT RECORDED IN BOOK 1, PAGE 37 OF PATENTS, IN THE OFFICE OT THE COUNTY RECORDER OF SAN DIEGO COUNTY, CALIFORNIA, ALSO BEING A PORTION OF PARCEL 43 AS DESCRIBED IN DEED TO KACOR REALTY, INC. RECORDED SEPTEMBER 29, 1977, AS INSTRUMENT NO. 192314 ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID RIVERSIDE COUNTY, DESCRIBED AS FOLLOWS: PA/~CEL ~A" WETI-J~ND PRESERVATION A/~EA BEGINNING AT THE NORTHWESTERLY CORNER OF THE "WILDLIFE CONSERVATION EASEMENT" AS DESCRIBED IN INSTRUMENT NO. 424257, RECORDED DECEMBER 21, 1995 IN THE RECORDER'S OFFICE OF SAID COUNTY; THENCE ALONG THE WESTERLY LINE OF SAID "WILDLIFE CONSERVATION EASEMENT" SOUTH 04058'54" WEST, 313.80 FEET (NORTH 05000'00" EAST, 313.80 FEET RECORD PER SAID INSTRUMENT NO. 424257) TO THE SOUTHWESTERLY CORNER THEREOF, SAID POINT BEING ALSO ON A 2870.00 FOOT P~ADIUS NON-TANGENT CURVE CONCAVE NORTHERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 15°13'18" WEST, SAID POINT BEING ALSO ON THE NORTHERLY LINE OF LOT 89 OF TRACT NO. 21067 AS FILED IN BOOK 231 PAGES 41 THROUGH 48 INCLUSIVE, IN THE RECORDER'S OFFICE OF SAID COUNTY; THENCE WESTERLY ALONG SAID CURVE AND SAID NORTHERLY LINE OF LOT 89 THROUGH A CENTRAL ANGLE OF 04044'48", A DISTANCE OF 237.76 FEET; THENCE CONTINUING ALONG SAID NORTHERLY LINE NORTH 70o03'20" WEST, 462.96 FEET; THENCE LEAVING SAID NORTHERLY LINE NORTH 20o38'24" EAST, 240.31 FEET TO POINT ~A"; THENCE SOUTH 74o42'56" EAST, 152.71 FEET; THENCE NORTH 64o02'35" EAST, 102.44 FEET; THENCE SOUTH 40°46'51" EAST, 140.56 FEET; THENCE NORTH 86°32'13" EAST, 330.00 FEET TO THE NORTHWESTERLY CORNER OF THE "WILDLIFE CONSERVATION EASEMENT" AS DESCRIBED IN 6/18/98 INSTRUMENT NO. 366277, RECORDED OCTOBER 8, 1997 IN THE RECORDER'S OFFICE OF SAID COUNTY; THENCE ALONG THE WESTERLY LINE OF SAID "WILDLIFE CONSERVATION EASEMENT" SOUTH 04048'54" WEST, 64.63 FEET TO THE SOUTHWESTERLY CORNER THEREOF, SAID POINT BEING ALSO ON THE NORTHERLY LINE OF SAID INSTRUMENT NO. 424257; THENCE ALONG SAID NORTHERLY LINE NORTH 85°11'06" WEST, 51.07 FEET TO THE NORTHWESTERLY CORNER THEREOF, SAID POINT BEING ALSO THE POINT OF BEGINNING; CONTAINING 194,713.20 SQUARE FEET OR 4.47 ACRES, MORE OR LESS. SEE EXHIBIT ~B" ATTACHED HERETO SHEET 1 OF 3 6/18/95 PARCEL ~B" WETLAND CREATION AREA BEGINNING AT POINT ~A" AS DESCRIBED HEREIN, SAID POINT BEING ALSO THE NORTHWESTERLY CORNER OF PARCEL "A" AS DESCRIBED HEREIN; THENCE NORTH 74042'56" WEST, 50.00 FEET; THENCE NORTH 60°16'31" WEST, 75.20 FEET; THENCE NORTH 72°32'19" EAST., 37.02 FEET TO THE BEGINNING OF A 200.00 FOOT P. ADIUS CURVE CONCAVE SOUTHERLY; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTFLAL ANGLE OF 27°21'28", A DISTANCE OF 95.50 FEET; THENCE SOUTH 80°06'13" EAST, 46.88 FEET TO THE BEGINNING OF A 900.00 FOOT RADIUS CURVE CONCAVE NORTHERLY; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 09o27'26", A DISTANCE OF 148.55 FEET; THENCE SOUTH 89033'39" EAST, 25.13 FEET TO THE BEGINNING OF A 500.00 FOOT RADIUS CURVE CONCAVE SOUTHERLY; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 25°59'49", A DISTANCE OF 226.87 FEET; THENCE SOUTH 63o33'49" EAST, 23.37 FEET TO THE BEGINNING OF A 190.00 FOOT RADIUS CURVE CONCAVE NORTHERLY; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 30°10'07", A DISTANCE OF 100.04 FEET; THENCE NORTH 86016'04" EAST, 131.69 FEET TO THE BEGINNING OF A 190.00 FOOT RADIUS CURVE CONCAVE SOUTHERLY; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 33o12'50", A DISTANCE OF 110.14 FEET; THENCE SOUTH 60031'05" EAST, 63.17 FEET TO THE NORTHERLY LINE OF SAID "WILDLIFE CONSERVATION EASEMENT" AS DESCRIBED IN INSTRUMENT NO. 366277; THENCE ALONG SAID NORTHERLY LINE NORTH 85046'37" WEST, 75.69 FEET; THENCE CONTINUING ALONG SAID NORTHERLY LINE SOUTH 87°50'11" WEST, 128.17 FEET TO THE NORTHWESTERLY CORNER THEREOF, SAID POINT BEING ALSO THE NORTHEASTERLY CORNER OF PkRCEL "A" AS DESCRIBED HEREINABOVE; 6/! g/9E THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL "A" THE FOLLOWING COURSES: SOUTH 86°32'13" WEST, 330.00 FEET; THENCE NORTH 40°46'51" WEST, 140.56 FEET; THENCE SOUTH 64002'35" WEST, 102.44 FEET; THENCE NORTH 74042'56" WEST, 152.71 FEET TO THE NORTHWESTERLY CORNER OF SAID PARCEL "A", SAID POINT BEING ALSO THE POINT OF BEGINNING; CONTAINING 64,904.34 SQUARE FEET OR 1.49 ACRES, MORE OR LESS. THE A/~OVE DESCRIBED PARCELS ARE SUBJECT TO COVENANTS, CONDITIONS, RESERVATIONS, RESTRICTIONS, RIGHTS, RIGHTS-OF-WAY AND EASEMENTS, IF ANY OF RECORD. SEE EXHIBIT ~B" ATTACHED HERETO SHEET 2 OF 3 6118198 APN 950-t10-014 EXHIBIT "B" · <'9 . 'vo, 7'RAcT' NO. SEE SHEET 2 FOR DETAIL~ ~ ~-, ~ PER INST. NO 566277 ~. ~'~A ~, ~ , ' ' &v ~ .~ ~' ~ 2 P. O B - ~.6~ ~ ~ ~ ,.. ~NeSoU,06.~~~ ' e e PARCEL A ~ ~ REC'D 12J21J95 LOT ..89 APN DRIVE MB 23.1/47_48 ~f/~"-'"'"~?NTERFIELD_ \ / ( ) DENOTES RECORD DATA PER INSTRUMENT NO. 424257, REC'D 12/21/95, R/V. CO. Trans-Pacific Consultants 2744.7 Enterprise Circle West, Temecula, CA., 92590 g50~110-030 THIS PLAT IS SOLELY AN AID IN LOCATING THE PARCEL(S) DESCRIBED IN THE ATTACHED DOCUMENT. IT IS NOT PART OF THE WRITTEN DESCRIPTION THEREIN. SCALE: 1'= 200' I DRAWN BY TJL DATE 4-/15/g8I WETLAND CIVIL ENGINEERS LAND SURVEYORS, PLANNERS SHEET 1 OF .7 W.O. # PRESERVATION AREA 'O \ ~=27~21 '28' __ R=200.00' N 80°06'I$' W PARCEL "A" APN 950-110-030 EXHIBIT 'llB 'l'l N 89*33'39' W 13' APN 950-110-014 % EXIST. WLDLIFE CONSERVATION --~ PER ,NST. NO. 424257 REC'D 12/21/95 Trans-Pacific Consultants 274.4.7 Enterprise Circle West, Temecu[a, CA., 92590 THIS PLAT IS SOLELY AN AID IN LOCATING THE PARCEL(S) DESCRIBED IN THE ATTACHED DOCUMENT. IT IS NOT PART OF THE WRITTEN DESCRIPTION THEREIN. SCALE: I"= 100' J DRAWN BY TJL DATE4./16/98J WETLAND CIVIL ENGINEERS LAND SURVEYORS. PLANNERS SHEET 2 or Z W.O. # CREATION AREA PARCEL ~X" UTILITY EASEMENT FOR SEWER PIPELINE PURPOSES BEING PORTIONS OF THE TEMECULA RANCHO, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, WHICH RANCHO WAS PATENTED TO LUIS VIGNES BY PATENT RECORDED IN BOOK 1, PAGE 37 OF PATENTS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, CALIFORNIA, ALSO BEING A PORTION OF PARCEL 43 AS DESCRIBED IN DEED TO K-ACOR REALTY, INC. RECORDED SEPTEMBER 29, 1977, AS INSTRUMENT NO. 192314 ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID RIVERSIDE COUNTY, DESCRIBED AS FOLLOWS: A 60.00 FOOT WIDE STRIP OF LAND, THE CENTERLINE OF WHICH IS MORE PA~RTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF STATE HIGHWAY 79 SOUTH AND PALA ROAD AS DESCRIBED IN DEED TO THE COUNTY OF RIVERSIDE RECORDED PlAY 16, 1990 AS INSTRUMENT NO. 180581; THENCE LEAVING SAID CENTERLINE OF STATE HIGHWAY 79, SOUTHERLY ALONG SAID CENTERLINE OF PALA ROAD, SOUTH 09°06'13" EAST, 82.53 FEET TO THE BEGINNING OF A TANGENT CURVE {RADIUS 1000.00 FEET) CONCAVE EASTERLY; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 10°44'12", A DISTANCE OF 187.39 FEET; SAID POINT BEING THE CENTERLINE INTERSECTION OF PALA ROAD AND CUPENO LANE AS DESCRIBED IN SAID INSTRUMENT 180581; THENCE SOUTHWESTERLY ALONG THE CENTERLINE OF CUPENO LANE, SOUTH 70009'35" WEST,' 109.83 FEET, SAID POINT BEING ALSO THE POINT OF TERMINUS. THE SOUTHERLY SIDELINE AND EASTERLY SIDELINE OF SAID STRIP OF LAND SHALL BE PROLONGED TO INTERSECT. EXCEPTING THEREFROM THAT PORTION THEREOF WITHIN STATE HIGHWAY 79; CONTAINING 18210.11 SQUARE FEET OR 0.418 ACRES MORE OR LESS. SEE EXHIBIT ~E" ATTACHED HERETO /~ EXHIBIT E/ -----_ .... ........ / / ~ rg, - '-- ~ ~Z~a - ,,, '~ :.'---~--------~ _ _._._ ~ ~, %-."j~, ~ , ,..=_- ~,.., I /? ~ ! Aft' ~,'-~'~;:,;,-/'% DENOTES RECORD ,~ MEAS. DATA \ \ ~' \ PER RECORD OF S'URVEY. FILED IN \ \ BK. 85, PAGES 65-75 RIV. CO. \ .~ ~ ~.,~.~ \% \ \ \ BY THE Trans-Pacific Consultants 27447 IFnt~pr~ ~rck~ ~e~t. femecuk~. CA_. 92590 THIS PLAT IS S;OU~LY AN AID 114 LOCATING THE PARCEL(S) DE~:RIBED IN 'R-IE SHEET I OF ATTACHED D(X;1JMEHT. IT IS MOT PART OF THE ~RITTEM DESCRIPflOI, J THER£11d. SCAL[: ''= ]00'Io.,~ e,TJLo^rE6/16/981EXHIBIT FOR SEWER OVIL ENG~EERS LAND 51.JRVEYOR~, PLANNEI~ w.o. // EASEMENT TAKINGS FROM APN 950-110-024, 025, 026 EXHIBIT "A" LEGAL DESCRIPTION FOR ROAD PURPOSES EXHIBIT ~A" LEGAL DESCRIPTION FOR ROAD PURPOSES BEING PORTIONS OF THE TEMECULA RANCHO, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, WHICH RANCHO WAS PATENTED TO LUIS VIGNES BY PATENT RECORDED IN BOOK 1, PAGE 37 OF PATENTS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, CALIFORNIA, ALSO BEING A PORTION OF Pi~RCEL 43 AS DESCRIBED IN DEED TO ICACOR REALTY, INC. RECORDED SEPTEMBER 29, 1977, AS INSTRUMENT NO. 192314 ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID RIVERSIDE COUNTY, DESCRIBED AS FOLLOWS: PARCEL ~A" 110' WIDE (FEE TITLE) BEING A 1i0.00 FOOT STRIP OF LAND, THE CENTERLINE OF WHICH IS MORE PAiRTICULAiRLY DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF PALA ROAD AND STATE HIGHWAY 79 SOUTH (142.00 FEET WIDE) AS SHOWN ON A RECORD OF SURVEY, FILED IN BOOK 83, PAGES 63 THROUGH 75 INCLUSIVE, OF RECORDS OF SURVEYS, IN THE RECORDER'S OFFICE OF SAID COUNTY, SAID POINT BEING ALSO ON A 1500.00 FOOT RADIUS CURVE CONCAVE NORTHERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 08°10'04" WEST; THENCE EASTERLY ALONG SAID CURVE AND SAID CENTERLINE OF STATE HIGHWAY 79 THROUGH A CENTRAL ANGLE OF 09o37'35", A DISTANCE OF 252.02 FEET TO THE BEGINNING OF A 1000.00 FOOT RADIUS NON-TANGENT CURVE CONCAVE EASTERLY, A RADIAL LINE TO SAID POINT BEA3tS SOUTH 79°16'41" WEST, SAID POINT BEING ALSO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID CENTERLINE OF STATE HIGHWAY 79 SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 18°08'16", A DISTANCE OF 316.57 FEET TO POINT ~A"; THENCE CONTINUING SOUTHERLY A_LONG SAID CURlrE THROUGH A CENTPJIL ANGLE OF 26°33'23", A DISTANCE OF 463.49 FEET; THENCE SOUTH 55°24'59" EAST, 255.26 FEET TO POINT ~B"; THENCE CONTINUING SOUTH 55°24'59" EAST, 155.89 FEET TO THE BEGINNING OF A 2000.00 FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 01°20'42", A DISTANCE OF 46.95 FEET TO THE INTERSECTION WITH THE 6/! g/9 g WESTERLY PROLONGATION OF THE NORTHERLY LINE OF PARCEL 1 OF PARCEL MAP NO. 11984, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS FILED IN BOOK 67, PAGE 87, OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID POINT BEING ALSO THE POINT OF TEP~4INUS; THE SIDELINES OF SAID STRIP OF LAND SHALL BE PROLONGED OR SHORTENED SOUTHEASTERLY SO AS TO TERMINATE ON SAID NORTHERLY LINE OF PARCEL 1 AND THE WESTERLY PROLONGATION THEREOF; EXCEPTING THEREFROM THAT PORTION THEREOF WITHIN STATE HIGHWAY 79; CONTAINING 80,124.67 SQUARE FEET OR 1.839 ACRES, MORE OR LESS. PARCEL ~B" (FEE TITLE) BEGINNING AT THE INTERSECTION OF THE SOUTHERLY RIGHT-OF-WAY LINE OF SAID STATE HIGHWAY 79 WITH THE WESTERLY LINE OF PARCEL "A" AS DESCRIBED HEREIN, SAID POINT BEING ON A 1571.00 FOOT P~ADIUS NON- TANGENT CURVE CONCAVE NORTHERLY, A P~ADIAL LINE TO SAID POINT BEARS SOUTH 00°05'11" WEST; THENCE WESTERLY ALONG SAID CURVE AND SAID SOUTHERLY RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 02021'22", A DISTA/~CE OF 64.60 FEET; THENCE LEAVING SAID CURVE SOUTH 54°19'31" EAST, 99.02 FEET TO THE WESTERLY LINE OF SAID PARCEL "A" AS DESCRIBED HEREIN, SAID POINT BEING ON A 1055.00 FOOT RADIUS NON-TANGENT CURVE CONCAVE EASTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 72041'38" WEST; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 03010'40", A DISTANCE OF 58.51 FEET TO THE POINT OF BEGINNING; CONTAINING 1,777.35 SQUARE FEET OR 0.041 ACRES, MORE OR LESS. PARCEL ~C" (FEE TITLE) BEGINNING AT THE INTERSECTION OF THE SOUTHERLY RIGHT-OF-WAY LINE OF SAID STATE HIGHWAY 79 SOUTH WITH THE EASTERLY LINE OF PARCEL "A" AS DESCRIBED HEREIN, SAID POINT BEING ON A 1571.00 FOOT RADIUS NON-TANGENT CURVE CONCAVE NORTHERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 04001'46" EAST; THENCE EASTERLY ALONG SAID CURlrE AND SAID SOUTHERLY RIGHT-OF-WAY LINE THROUGH A CENTB_AL ANGLE OF 02006'29", A DISTANCE OF 57.80 FEET; THENCE LEAVING SAID CURVE AND SAID SOUTHERLY RIGHT-OF-WAY LINE SOUTH 34°24'31" WEST, 71.98 FEET TO THE EASTERLY LINE OF SAID PARCEL "A" AS DESCRIBED HEREIN, SAID POINT BEING ON A 945.00 FOOT RADIUS NON-TANGENT CURVE CONCAVE EASTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 70059'04" WEST; THENCE NORTHERLY ALONG SAID CURlrE AND SAID EASTERLY LINE THROUGH A CENTRAL ANGLE OF 03026'47", A DISTANCE OF 56.84 FEET TO THE POINT OF BEGINNING; CONTAINING 1,611.26 SQUA=RE FEET OR 0.037 ACRES, MORE OR LESS. PA/~CEL ~D" 60' WIDE (FEE TITLE) BEING A 60.00 FOOT WIDE STRIP OF LAND, THE CENTERLINE OF WHICH IS MORE PA-RTICULA_RLY DESCRIBED AS FOLLOWS: BEGINNING AT POINT "A" AS DESCRIBED HEREINABOVE; THENCE SOUTH 61008'24" WEST, 77.56 FEET TO THE BEGINNING OF A 300.00 FOOT RADIUS CURVE CONCAVE NORTHERLY; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13044'09", A DISTANCE OF 71.92 FEET; THENCE SOUTH 74o52'33" WEST, 144.25 FEET TO THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF PA-LA ROAD AS SHOWN ON SAID RECORD OF SURIrEY, SAID POINT BEING ALSO THE POINT OF TEP~MINUS; THE SIDELINES OF SAID STRIP OF LAND SHALL BE PROLONGED OR SHORTENED WESTERLY SO AS TO TERMINATE ON SAID SOUTHWESTERLY RIGHT-OF-WAY LINE; EXCEPTING THEREFROM THAT PORTION THEREOF WITHIN SAID PARCEL "A" AS DESCRIBED HEREIN; AND THAT PORTION OF CUPENO LANE AS DESCRIBED IN INSTRUMENT NO. 180581 RECORDED M_AY 16, 1990. ALSO EXCEPTING THEREFROM THAT PORTION LYING WITHIN THE 110 FOOT WIDE PALA ROAD AS SHOWN ON A RECORD OF SURVEY, FILED IN BOOK 83, PAGES 63 THROUGH 75 INCLUSIVE, OF RECORDS OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF RIVERSIDE COUNTY, CALIFORNIA. CONTAINING 897.05 SQUARE FEET OR 0.021 ACRES, MORE OR LESS. PARCEL ~F" (FEE TITLE) COP94ENCING AT THE INTERSECTION OF THE NORTHERLY LINE OF PARCEL "G" WITH THE WESTERLY LINE OF SAID PA/~CEL "A" AS DESCRIBED 6/18198 HEREIN, SAID POINT BEING ON A 1055.00 FOOT RA/DIUS NON-Ti~NGENT CURVE CONCAVE EASTERLY, A PJtDIAL LINE TO SAID POINT BEARS NORTH 59°30'38" EAST; THENCE NORTHERLY ALONG THE WESTERLY LINE OF PARCEL "A"; THROUGH A CENTPJtL ANGLE OF 3°15'32" A DISTANCE OF 60.01 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTHERLY ALONG SAID CURVE AND SAID WESTERLY LINE THROUGH A CENTPJkL ANGLE OF 01°12'25", A DISTANCE OF 22.22 FEET; THENCE LEAVING SAID CURVE AND SAID WESTERLY LINE SOUTH 17°32'57" WEST, 31.72 FEET TO THE NORTHERLY LINE OF SAID PARCEL "D"; THENCE ALONG SAID NORTHERLY LINE NORTH 61008'24" EAST, 22.12 FEET TO THE TRUE POINT OF BEGINNING; EXCEPTING THEREFROM THAT PORTION OF CUPENO LANE AS DESCRIBED IN INSTRI/MENT NO. 180581 RECORDED MAY 16, 1990. CONTAINING 101.50 SQUARE FEET OR 0.002 ACRES, MORE OR LESS. PARCEL ~G" (FEE TITLE) BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF SAID PARCEL "D" WITH THE WESTERLY LINE OF SAID PARCEL "A" AS DESCRIBED HEREIN, SAID POINT BEING ON A 1055.00 FOOT RADIUS NON-TANGENT CURVE CONCAVE EASTERLY, A PJIDIAL LINE TO SAID POINT BEARS SOUTH 59o30'38" WEST; THENCE SOUTHEASTERLY ALONG SAID CURVE AND SAID WESTERLY LINE THROUGH A CENTtkAL ANGLE OF 01°11'19", A DISTANCE OF 21.89 FEET; THENCE LEAVING SAID CURVE AND SAID WESTERLY LINE NORTH 75°16'08" WEST, 31.72 FEET TO THE SOUTHERLY LINE OF SAID PARCEL "D"; THENCE ALONG SAID SOUTHERLY LINE NORTH 61008'24" EAST, 22.12 FEET TO THE POINT OF BEGINNING; CONTAINING 241.08 SQUARE FEET OR 0.006 ACRES, MORE OR LESS. PARCEL ~J" SLOPE EASEMENT BEGINNING AT THE INTERSECTION OF THE SOUTHWESTERLY LINE OF PARCEL "B" WITH THE SOUTHERLY LINE OF SAID STATE HIGHWAY 79 SOUTH AS DESCRIBED HEREIN, SAID POINT BEING ON A 1571.00 FOOT RADIUS NON- TANGENT CURVE CONCAVE NORTHERLY, A RADIAL LINE TO SAID POINT BEi~JIS SOUTH 02026'33" WEST; 6/! 8/9 8 THENCE WESTERLY ALONG SAID CURVE AND SAID SOUTHERLY RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 00°47'38", A DISTANCE OF 21.77 FEET; THENCE LEAVING SAID CURVE AND SAID SOUTHERLY RIGHT-OF-WAY LINE SOUTH 53048'42" EAST, 105.98 FEET TO THE BEGINNING OF A 1072.00 FOOT RADIUS NON-TANGENT CURVE CONCAVE EASTERLY, A PJiDIAL LINE TO SAID POINT BEARS SOUTH 72°46'01" WEST, SAID POINT BEING ALSO CONCENTRIC WITH AND 17.00 FEET WESTERLY OF THE WESTERLY LINE OF PARCEL "A" AS DESCRIBED HEREIN; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 08°50'51", A DISTANCE OF 165.54 FEET; THENCE SOUTH 09°15'57" WEST, 14.48 FEET TO THE NORTHERLY RIGHT- OF-WAY LINE OF CUPENO LANE AS DESCRIBED IN INSTRUMENT NO. 180581, RECORDED MAY 16, 1990 IN THE RECORDER'S OFFICE OF SAID COUNTY; THENCE ALONG SAID NORTHERLY RIGHT-OF-WAY LINE NORTH 70o09'35" EAST, 12.24 FEET TO THE WESTERLY LINE OF PARCEL "F" AS DESCRIBED HEREIN; THENCE ALONG SAID WESTERLY LINE NORTH 17°32'57" EAST, 19.14 FEET TO THE WESTERLY LINE OF PARCEL "A" AS DESCRIBED HEREIN, SAID POINT BEING ALSO ON A 1055.00 FOOT RADIUS CURVE CONCAVE EASTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 63057'29" WEST; THENCE NORTHERLY ALONG SAID CURVE AND SAID WESTERLY LINE THROUGH A CENTRAL ANGLE OF 08044'09", A DISTANCE OF 160.85 FEET TO THE SOUTHERLY CORNER OF PARCEL "B" AS DESCRIBED HEREIN; THENCE LEAVING SAID CURVE AND SAID WESTERLY LINE ALONG THE SOUTHWESTERLY LINE OF SAID PARCEL "B" NORTH 54°19'31" WEST, 99.02 FEET TO THE POINT OF BEGINNING; CONTAINING 4,229.43 SQUARE FEET OR 0.097 ACRES, MORE OR LESS. PARCEL ~'K" SLOPE EASEMENT COMMENCING AT THE MOST WESTERLY CORNER OF PARCEL ! OF PARCEL MAP NO. 11984, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS FILED IN BOOK 67, PAGE 87, OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID POINT BEING ALSO ON A 2045.00 FOOT P~ADIUS NON-TANGENT CURVE CONCAVE SOUTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 22°32'01" EAST, SAID POINT BEING ALSO ON THE NORTHEASTERLY RIGHT-OF-WAY LINE OF PALA ROAD (110.00 FEET WIDE) AS SHOWN ON A RECORD OF SURVEY, FILED IN BOOK 83, PAGES 63 THROUGH 75 INCLUSIVE, OF RECORDS OF SURVEYS, IN THE RECORDER'S OFFICE OF SAID COUNTY; 6/18/98 THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 1 NORTH 83°26'40" EAST, 22.78 FEET TO THE BEGINNING OF A 1945.00 FOOT RADIUS NON- TANGENT CURVE CONCAVE NORTHEASTERLY, A RADIAL LINE TO SAID POINT BEAi~S SOUTH 31°15'07" WEST, SAID POINT BEING ALSO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID NORTHERLY LINE NORTH 83°26'40" EAST, 18.56 FEET; THENCE LEAVING SAID NORTHERLY LINE NORTH 58021' 20" WEST, 66.97 FEET; THENCE NORTH 55°05'10" WEST, 78.28 FEET THENCE NORTH 40°37'19" WEST, 11 84 FEET THENCE NORTH 64o11'49" WEST, 15 38 FEET THENCE NORTH 47000'55" WEST, 61 81 FEET THENCE NORTH 55o09'22" WEST, 18 70 FEET THENCE NORTH 44o17'36" WEST, 21 80 FEET THENCE NORTH 62°01'21" WEST, 30 30 FEET THENCE NORTH 54°54'49" WEST, 62 39 FEET THENCE NORTH 18°53'19" WEST, 10 30 FEET THENCE NORTH 53°50'10" WEST, 56 19 FEET THENCE NORTH 17°57'05" WEST, 10 61 FEET THENCE NORTH 52046'56" WEST, 64 69 FEET THENCE SOUTH 81020'00" WEST, 27 82 FEET THENCE SOUTH 43041' 12" WEST, 21 89 FEET TO THE NORTHEASTERLY LINE OF PARCEL "A" AS DESCRIBED HEREIN; THENCE ALONG SAID NORTHEASTERLY LINE SOUTH 55o24'59" EAST, 399.71 FEET TO THE BEGINNING OF A 1945.00 FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 03° 19' 55", A DISTANCE OF 113.11 FEET TO THE TRUE POINT OF BEGINNING; 6/11~/9§ CONTAINING 11,650.80 SQUARE FEET OR 0.267 ACRES, MORE OR LESS. PARCEL ~M" SLOPE EASEMENT BEGINNING AT THE INTERSECTION OF THE SOUTHEASTERLY LINE OF PARCEL "C" WITH THE SOUTHERLY LINE OF STATE HIGHWAY 79 SOUTH AS DESCRIBED HEREIN, SAID POINT BEING ON A 1571.00 FOOT RADIUS NON- TANGENT CURVE CONCAVE NORTHERLY, A RADIAL LINE TO SAID POINT BEi~uRS SOUTH 06°08'15" EAST; THENCE EASTERLY ALONG SAID CURVE AND SAID SOUTHERLY RIGHT-OF-WAY LINE THROUGH A CENTB_AL ANGLE OF 00030'50", A DISTANCE OF 14.09 FEET; THENCE LEAVING SAID CURVE AND SAID SOUTHERLY RIGHT-OF-WAY LINE SOUTH 36018' 55" WEST, 72.02 FEET; THENCE SOUTH 25°13'38" EAST, 58.34 FEET; THENCE SOUTH 54°00'41" EAST, 18.04 FEET TO THE BEGINNING OF A 919.00 FOOT RADIUS NON-TANGENT CURVE CONCAVE EASTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 66°22'12" WEST, SAID POINT BEING ALSO CONCENTRIC WITH AND 26.00 FEET EASTERLY OF THE EASTERLY LINE OF PARCEL "A" AS DESCRIBED HEREIN; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTPAL ANGLE OF 16°15'14", A DISTANCE OF 260.71 FEET; THENCE NORTH 83o13'35" EAST, 17.80 FEET; THENCE SOUTH 01o22'03" WEST, 30.33 FEET; THENCE SOUTH 35°38'51" WEST, 20.82 FEET TO THE EASTERLY LINE OF SAID PARCEL "A", SAID POINT BEING ALSO ON A 945.00 FOOT RA/DIUS NON-TANGENT CURVE CONCAVE EASTERLY, A RA/)IAL LINE TO SAID POINT BEARS SOUTH 47°49'41" WEST; THENCE NORTHERLY ALONG SAID CURVE AND SAID EASTERLY LINE THROUGH A CENTRAL ANGLE OF 23009'23", A DISTANCE OF 381.93 FEET TO THE SOUTHERLY CORNER OF PARCEL "C" AS DESCRIBED HEREIN; THENCE LEAVING SAID CURVE AND SAID EASTERLY LINE ALONG THE SOUTHEASTERLY LINE OF SAID PARCEL "C" NORTH 34°24'31" EAST, 71.98 FEET TO THE POINT OF BEGINNING; CONTAINING 9,833.92 SQUARE FEET OR 0.226 ACRES, MORE OR LESS. 6/18/98 THE ABOVE DESCRIBED PARCELS A_RE SUBJECT TO COVENANTS, CONDITIONS, RESERVATIONS, RESTRICTIONS, RIGHTS, RIGHTS-OF-WAY AND EASEMENTS, IF ANY OF RECORD. SEE EXHIBIT ~C" ATTACHED HERETO PARCEL ~N" TEMPORARY CONSTRUCTION EASEMENT BEGINNING AT THE INTERSECTION OF THE SOUTHWESTERLY LINE OF PARCEL "B" WITH THE SOUTHERLY LINE OF SAID STATE HIGHWAY 79 SOUTH AS DESCRIBED HEREIN, SAID POINT BEING ON A 1571.00 FOOT RADIUS NON- TANGENT CURVE CONCAVE NORTHERLY, A REDIAL LINE TO SAID POINT BEARS SOUTH 02026'33" WEST; THENCE WESTERLY ALONG SAID CURVE A/~D SAID SOUTHERLY RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 03044'42", A DISTANCE OF 102.68 FEET TO THE EASTERLY RIGHT-OF-WAY LINE PALA ROAD (110.00 FEET WIDE); THENCE LEAVING SAID CURVE AND SAID SOUTHERLY RIGHT-OF-WAY LINE ALONG SAID EASTERLY RIGHT-OF-WAY LINE SOUTH 08045'24" WEST, 37.46 FEET TO THE BEGINNING OF A 195.00 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE SOUTHERLY AND SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 64005'40", A DISTANCE OF 218.14 FEET; THENCE SOUTH '55°20'16" EAST, 73.69 FEET TO THE NORTHERLY RIGHT- OF-WAY LINEOF CUPENO LANE AS DESCRIBED IN INSTRUMENT NO. 180581, RECORDED MAY 16, 1990 IN THE RECORDER'S OFFICE OF SAID COUNTY; THENCE ALONG SAID NORTHERLY RIGHT-OF-WAY LINE NORTH 70o09'35" EAST, 105.95 FEET TO THE WESTERLY LINE OF PARCEL "F" AS DESCRIBED HEREIN; THENCE ALONG SAID WESTERLY LINE NORTH 17°32'57" EAST, 19.14 FEET TO THE WESTERLY LINE OF PARCEL "A" AS DECRIBED HEREIN, SAID POINT BEING ALSO ON A 1055.00 FOOT RADIUS CURVE CONCAVE EASTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 63057'29" WEST; THENCE NORTHERLY ALONG SAID CURVE AND SAID WESTERLY LINE THROUGH A CENTRAL ANGLE OF 08044'09", A DISTANCE OF 160.85 FEET TO THE SOUTHERLY CORNER OF PARCEL "B" AS DESCRIBED HEREIN; THENCE LEAVING SAID CURVE AND SAID WESTERLY LINE ALONG THE SOUTHWESTERLY LINE OF SAID PARCEL "B" NORTH 54°19'31" WEST, 99.02 FEET TO THE POINT OF BEGINNING; CONTAINING 44,169.94 SQUARE FEET OR 1.014 ACRES, MORE OR LESS. THE ABOVE EASEMENT SHALL TERMINATE AND HAVE NO EFFECT 30 DAYS AFTER FILING OF A "NOTICE OF COMPLETION" ON THE PALA ROAD BRIDGE IMPROVEMENT PROJECT. PARCEL ~O" TEMPORARY CONSTRUCTION EASEMENT BEGINNING AT THE INTERSECTION OF THE SOUTHEASTERLY LINE OF PARCEL "C" WITH THE SOUTHERLY LINE OF STATE HIGHWAY 79 SOUTH AS DESCRIBED HEREIN, SAID POINT BEING ON A 1571.00 FOOT RADIUS NON- TANGENT CURVE CONCAVE NORTHERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 06°08'15" EAST; THENCE EASTERLY ALONG SAID CURVE AND SAID SOUTHERLY RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 00057'35", A DISTANCE OF 26.31 FEET TO THE WESTERLY LINE OF THAT PARCEL OF LAND AS DESCRIBED IN INSTRUMENT NO. 180581, RECORDED MAY 16, 1990 IN THE RECORDER'S OFFICE OF SAID COUNTY; THENCE LEAVING SAID CURVE AND SAID SOUTHERLY RIGHT-OF-WAY LINE ALONG SAID WESTERLY LINE SOUTH 09°06'13" EAST, 12.49 FEET TO THE BEGINNING OF A 1055.OO FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE SOUTHERLY ALONG SAID CURVE AND SAID CONTINUING ALONG SAID WESTERLY LINE THROUGH A CENTRAL ANGLE OF 07048'44", A DISTANCE OF 143.85 FEET TO THE NORTHERLY RIGHT-OF-WAY LINE OF CUPENO LANE AS DESCRIBED IN SAID INSTRUMENT NO. 180581; THENCE LEAVING SAID CURVE AND SAID WESTERLY LINE ALONG SAID NORTHERLY RIGHT-OF-WAY LINE SOUTH 24006'40" WEST, 33.10 FEET; THENCE CONTINUING ALONG SAID NORTHERLY RIGHT-OF-WAY LINE TO THE EASTERLY LINE OF PARCEL "A" AS DESCRIBED HEREIN, SAID POINT BEING ALSO ON A 945.00 FOOT RADIUS NON-TANGENT CURVE CONCAVE EASTERLY, A RADIAL LINE TO SAID POINT BEi~iRS SOUTHERLY 62°18'11" WEST; THENCE NORTHERLY ALONG SAID CURVE AND SAID EASTERLY LINE THROUGH A CENTR3kL ANGLE OF 08040'53", A DISTANCE OF 143.18 FEET TO THE SOUTHERLY CORNER OF SAID PARCEL "C"' THENCE LEAVING SAID CURVE AND SAID EASTERLY LINE ALONG THE SOUTHEASTERLY LINE OF SAID PARCEL "C" NORTH 34°24'31" EAST, 71.98 FEET TO THE POINT OF BEGINNING; CONTAINING 11,320.59 SQUARE FEET OR 0.260 ACRES, MORE OR LESS. THE ABOVE EASEMENT SHALL TERMINATE AND HAVE NO EFFECT 30 DAYS AFTER FILING OF A "NOTICE OF COMPLETION" ON THE PALA ROAD BRIDGE IMPROVEMENT PROJECT. PARCEL ~P' UNECONOMIC REMNANT BEGINNING AT THE MOST EASTERLY CORNER OF PARCEL "G" AS DESCRIBED HEREIN, SAID POINT BEING ALSO ON THE WESTERLY LINE OF PARCEL "A" AS DESCRIBED HEREIN, SAID POINT BEING ALSO ON A 1055.00 FOOT RADIUS NON-TANGENT CURVE CONCAVE NORTHEASTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 58°19'19" WEST; THENCE SOUTHEASTERLY ALONG SAID CURVE AND SAID WESTERLY LINE THROUGH A CENTPJtL ANGLE OF 17°52'13", A DISTA. NCE OF 329.05 FEET TO THE NORTHEASTELRY RIGHT-OF-WAY LINE OF PALA ROAD (30.00 FEET HALF WIDTH) AS SHOWN ON SAID RECORD OF SURVEY FILED IN BOOK 83, PAGES 63 THROUGH 75 INCLUSIVE, IN THE RECORDER'S OFFICE OF SAID COUNTY; THENCE NORTHEASTERLY ALONG THE EASTERLY RIGHT-OF-WAY LINE OF PALA ROAD NORTH 55°20'16" WEST 315.06 FEET, SAID POINT BEING 30 FEET EASTERLY OF CENTERLINE OF PALA ROAD AS SHOWN ON A RECORD OF SURVEY, FILED IN BOOK 83, PAGES 63 THROUGH 75 INCLUSIVE, OF RECORDS OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF RIVERSIDE COUNTY, CALIFORNIA. THENCE NORTH 34°39'44" EAST 25.00 FEET TO THE EASTERLY RIGHT-OF- WAY LINE OF THE 55 FOOT WIDE, ONE HALF STREET WIDTH OF PALA ROAD; THENCE CONTINUING ALONG SAID NORTHEASTERLY RIGHT-OF-WAY LINE NORTH 55°20'16" WEST, 60.42 FEET TO THE SOUTHERLY LINE OF PARCEL "D" AS DESCRIBED HEREIN, SAID POINT BEING ALSO ON A 330.00 FOOT RADIUS NON-TANGENT CURVE CONCAVE NORTHERLY, A PJtDIAL LINE TO SAID POINT BEARS SOUTH t9°21'53" EAST; THENCE EASTERLY ALONG SAID CURVE AND SAID SOUTHERLY LINE THROUGH A CENTRAL ANGLE OF 09°21'43", A DISTANCE OF 54.69 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE NORTH 61°08'24" EAST, 0.86 FEET TO THE MOST WESTERLY CORNER OF SAID PARCEL "G"; THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL "G" 75016' 08" EAST, 31.72 FEET TO THE POINT OF BEGINNING; SOUTH CONTAINING 12,568.12 SQUARE FEET OR 0.289 ACRES, MORE OR LESS. PARCEL ~Q" TEMPORJkRY CONSTRUCTION EASENfENT BEGINNING AT THE INTERSECTION OF THE SOUTHERLY RIGHT-OF-WAY LINE OF SAID CUPENO LANE WITH THE NORTHEASTERLY LINE OF PARCEL "A" AS DESCRIBED HEREIN, SAID POINT BEING ALSO ON A 945.00 FOOT RADIUS 6/18/98 NON-TAI~GENT CURVE CONCAVE NORTHEASTERLY, A RADIAL LINE OT SAID POINT BEARS SOUTH 58036'43" WEST; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE NORTH 70°09'35" EAST, 22.61 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE SOUTH 63°47'31" EAST, 33.10 FEET TO THE WESTERLY LINE OF THAT PARCEL OF LAND AS DESCRIBED IN INSTRUMENT NO. 180581, RECORDED MAY 16, 1990, SAID POINT BEING ALSO ON A 1055.00 FOOT RADIUS CURVE CONCAVE EASTERLY, A KADIAL LINE TO SAID POINT BEARS SOUTH 67°14'06" WEST; THENCE SOUTHERLY ALONG SAID WESTERLY LINE AND SAID CURVE THROUGH A CENTPJkL ANGLE OF 10049'54", A DISTANCE OF 199.45 FEET TO THE NORTHEASTERLY LINE OF SAID PARCEL "A", SAID POINT BEING ALSO ON A 945.00 FOOT PJtDIUS NON-TANGENT CURVE CONCAVE NORTHEASTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 44026'37" WEST; THENCE NORTHERLY ALONG SAID NORTHEASTERLY LINE AND SAID CURVE THROUGH A CENTRAL ANGLE OF 14010'06", A DISTANCE OF 233.68 FEET TO THE POINT OF BEGINNING; CONTAINING 4,912.18 SQUARE FEET OR 0.113 ACRES, MORE OR LESS. THE ABOVE EASEMENT SHALL TERMINATE AND H_AVE NO EFFECT 30 DAYS AFTER FILING OF A "NOTICE OF COMPLETION" ON THE PALA ROAD BRIDGE IMPROVEMENT PROJECT. PARCEL "R" TEMPORARY CONSTRUCTION EA~SEMENT BEGINNING AT THE INTERSECTION OF THE SOUTHERLY RIGHT-OF-WAY LINE OF SAID HIGHWAY 79 SOUTH WITH THE EASTERLY LINE OF THE PARCEL DESCRIBED IN SAID INSTRUMENT NO. 180581, RECORDED MAY 16, 1990; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE NORTH 79o00'35" EAST, 159.01 FEET; THENCE LEAVING SAID SOUTHERLY RIGHT-OF-WAY LINE SOUTH 39°22'24" EAST, 139.85 FEET; THENCE SOUTH 30°46'58" WEST, 144.06 FEET; THENCE SOUTH 43o03'33" EAST, 554.52 FEET; 6/18/98 THENCE SOUTH 48°34'38" EAST, 328.39 FEET TO THE NORTHERLY LINE OF PA~RCEL 1 OF PARCEL MAP NO. 11984 AS FILED IN BOOK 67, PAGE 87 OF PARCEL MAPS, IN THE RECORDER'S OFFICE OF SAID COUNTY; THENCE ALONG SAID NORTHERLY LINE OF PARCEL 1 SOUTH 83o26'40" WEST, 118.23 FEET TO THE NORTHEASTERLY LINE OF THE PARCEL DESCRIBED IN SAID INSTRUMENT NO. 180581; THENCE LEAVING SAID NORTHERLY LINE ALONG SAID NORTHEASTERLY LINE OF THE PARCEL DESCRIBED IN INSTRUMENT NO. 180581 NORTH 54°54'19" WEST, 350.41 FEET TO THE BEGINNING OF A 945.00 FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE NORTHWESTERLY ALONG SAID CURVE AND CONTINUING ALONG SAID NORTHEASTERLY LINE THROUGH A CENTRAL ANGLE OF 45048'06", A DISTANCE OF 755.42 FEET; THENCE CONTINUING ALONG SAID NORTHEASTERLY LINE NORTH 09°06'13" WEST, 12.49 FEET TO THE POINT OF BEGINNING; CONTAINING 153,399.22 SQUARE FEET OR 3.522 ACRES, MORE OR LESS. THE ABOVE DESCRIBED PARCELS ARE SUBJECT TO COVENANTS, CONDITIONS, RESERVATIONS, RESTRICTIONS, RIGHTS, RIGHTS-OF-WAY AND EASEMENTS, IF ANY OF RECORD. THE ABOVE EASEMENT SHALL TERMINATE AND H_AVE NO EFFECT 30 DAYS AFTER FILING OF A "NOTICE OF COMPLETION" ON THE PALA ROAD BRIDGE IMPROVEMENT PROJECT. SEE EXHIBIT ~D" ATTACHED HERETO THIS PLAT IS SOLEL~ AN AID IN LOCATING THE PARCEL(S) DESCRIBED iN THE ATTACHED DOCUMENT. IT IS NOT PART OF' THE WRITTEN DESCRIPTION THEREIN. SCALE: 1'= 100' J DRAW~ BY TJL DATE5/50/98I EXHIBIT . e::2~~ ~.r~EXHIBi T "B" ~ / ~ ~.:...~ . ~ · ~ ~ ~ , ~ ~_ ~ ~ ~ -'~.~.~.~~~.~.-~::~.. ~ ~. ~ ~ ~. , ,, ~ ,, ~ ~' ~ ..... t" - ' .~.-".--: ~A~c~g~"g"~ ~ ~ "...'~~..'.~:. ~ ~ ~ ~ E SHEET 4 ~'~ No. S~2~ J-I/ h'::':' :-:':1 BY THE CITY OF TEMECULA. Trans-Pacific Consultants CI~L ENGINEERS 27447 Enterprise Circle West, Temeculo, CA., 92590 LAND SURlYORS, PLANNERS W.O. SHEET 1 OF 12 FOR ROAD EXHIBIT 110' RIGHT-OF-WAY PARCEL "A" \ \ \ \ \ \ \ \ "/.. \ \ APN g50~110-022 ,,, N \ \ \ \ \ / /- \ \ \ \ \ I I I iI1~' ~t¢/ iIII ~ / ii / / ,,,~ / j NNN / ~ \ Trans-Pacific Consultants O~L ENGINEERS 27447 Enterprise Circle West. Temeculo. CA.. 92590 LAND SURlYORS. PLANNERS mlS PLAT IS S~ELY AN AmD IN L~ATmNO mE PARCEL(S) DESCRIBED IN ~E W.O. ~ ATTACHED D~MENT. IT IS NOT PART OF THE ~IT~N DE~IP~ON THEREIN. SHEET 2 OF 12 sc,~: ~"= 100' )~,,~ .~ TJL,,~/~0/98~EXHIBIT FOR ROAD EXHIBIT "B" DATA TABLE No. DELTA RADIUS LENGTH TANGENT 02°05'29" ! 5 71. O0' 57. 80' 28. 90' 0,3"26'47" 945. 00' 56. 84' 28. 45' 05°10'40" I055. Q0' 58.51' 29.26' Trans-Pacific ConsulLants 27447 Enterprise Circle West. Temeculo. CA.. 92590 CIVIL ENGINEERS LAND SURVEYORS, PLANNERS THIS PLAT IS SOLEbY AN AID IN LOCATING THE PARCEL(S) DESCRIBED IN THE SHEET 3 OF 12 ATTACHED DOCUMENT. IT IS NOT PART OF THE WRITTEN DESCRIPTION THEREIN. sc^,E: ~'= 50' I DR^w~ BY TJL D^TE3/~O/981 EXHIBIT FOR ROAD H,\NETDRIVE\DATA\~:URVEY\PALA ROAD BRIDGEXBASE_HAP\EA~IrHENT_~NRIGHT-OF-N,/AYNllOR~,/_KEHPER3.D~,,/G 4-3-~)8 ~.,10:54 pn P~T W.O. # xxx PALA xx ROAD X \ LANE k ~ _ x PARCEL D~ ' ~__ SCALE: 1"=50' ' ~.' ~ / +/PARCEL "F"~ -- / DATA TABLE SCALE:. 1"=20' No. A/BEARING RADIUS LENGTH TANGENT 01"12'25" 1055.00' 22.22' 11. 11' N61 °0B'24 "E 22.12' 01°I 1'19" 1055.00' 21.B9' 10.94' Trans-Pacific Consultants 27447 Enterprise Circle West, Temeculo, CA., 92590 THIS PLAT IS SOLELY AN AID IN LOCATING THE PARCEL(S) DESCRIBED IN THE ATTACHED DOC1JI,4ENT. IT IS NOT PART OF THE WRITTEN DESCRIP"nON THEREIN, SCALE: 1"= 50' I DrAwN BY TJL DATE3/30/98I EXHIBIT H:\NETDRIVE\DATA\SURVEY\PALA RDAD BRIDG£\BASE_HAP\EASEHENTS\RIGHT-Qf:'-~IAy"MIORV/_KEHPFR4.D~/G CIVIL ENGINEERS LAND SURVEYORS. SHEET 4 OF 12 FOR ROAD 4-3-~ P:0~,03 pm PST PLANNERS w.o. # DATA TABLE NO. DELTA RADIUS LENGTH 00'47'38' 1571.00' 21.77' N54°19'$1'W 99.02' NO9°15'57'E 14.48' N70'O9'$5"E 12.24' N! 7'52"57"E 19. 14' TANGENT 10.88' Trans-Pacific Consultants 27447 Enterprise Circle West, Temeculo. CA., 92590 THIS PLAT IS SOLELY' AN AID IN LOCATING THE PARCEL(S) DESCRIBED IN THE ATTACHED DOCUMENT. IT IS NOT PART OF THE WRITTEN DESCRIPTION THEREIN. SCALE: 1"= 60' j DRAWN eY TJL DATE6/12/98J EXHIBIT FOR H;\NETDRIVE\DATA\SURVEY\PALA ROAD BRIDGEXBASE_HAP\EASENENTS\RIGHT-DF-~/AY\SLnPE_KENPERi.D~/G CIVIL ENGINEERS LAND SURVEYORS, PLANNERS SHEET 6 OF' 1~2 W.O. # SLOPE EASEMENT 6-12-98 12:44~41 pm PST DATA TABLE ' No. DELTA RADIUS LENGTH TANGENT 100'57'$5',57,.00' 25.3,' ,$.,6' 23 NO9'O6',3'W ,2.49' /' 07'48'44'1055.00' 143.85' 72.04' Trans-Pacific Consultants 27447 Enterprise Circle West. Temeculo, CA., 92,590 mlS PLAT IS SOLELY AN AID IN LOCATING THE PARCEL(S) DESCRIBED IN THE ATTACHED DOCUMENT. IT IS NOT PART OFTHE W~ITTEN DESCRIPTIONTHEREIN. sc,,E: ,.= 6o, I-,,,,YTJLD*~4/03/981EXHIBIT H,\NETDRIVE\DATA\SURVEY\PALA RnAD BRIDGE\BASE_HAPNEASEMENTSNRIGHT-DF-~AYNTCE_K£NPIER[.D~/r; CIVIL ENGINEERS LAND SURVEYORS, PLANNERS w.o. // SHEET 8 OF 12 FOR T.C.E. EASEMENT 4-3-98 1,28,36 pm PST DATA TABLE NO. DELTA RADIUS LENGTH N J4 °59'44' E 25.00' N55°20'16'W 60. 42' 09 ~29'4J" $50.00' 54. 69' N61 °08'24'E' O. 86' $75°16'08'£ 31.72' N70*O9'JE'E 22.61' TANGENT 27.41' I~I N6J°47'J1"W 3,5.10' I0°49'54'1055.00' 199.45' I00.02' Trans-Pacific Consultants 27447 Enterprise Circle West, Temeculo, CA., 92590 THIS PLAT IS SOLEIJY AN AID IN LOCATING THE PARCEL(S) DESCRIBED IN THE ATTACHED DOCUMENT. IT IS NOT PART OF THE WRITTEN DESCRIPTIONTHEREIN. SC^LE: ~'= 60' I DR^W~ BY TJL D^TE,~/02/981 EXHIBIT H:\NET19RIVE\DATA\SURVEY\PALA ROAD BRIDGE\BASE_HAP\EASEHENTS\RIGHT-nF-;,/AY\TCE_KENP£R;~.D~,G CIVIL ENGINEERS LAND SURVEYORS, SHEET 9 OF 12 PLANNERS w.o. # FOR T.C.E. EASEMENT 4-3-99 2:04~30 p~ PST APN \ \ \ \ 9,50-110-022 Trans-Pacific Consultants 27447 Enterprise Circle West, Temeculo, CA., 92590 THIS PLAT IS SOLE['Y AN AID IN LOCATING THE PARCEL(S) DESCRIBED IN THE ATTACHED DOCUMENT. IT IS NOT PART OF THE WRITTEN DESCRIPTION THEREIN. SCALE: 1'=60' I DRAWN BY TJL DATE4/09/98I EXHIBIT I:\PALA RDAD BRIDGE\BASE_MAP\EASEHENTS\RIGHT-OF-~/AY\TrE_KEHPER3.D~,/G CIVIL ENGINEERS LAND SURVEYORS, SHEET 10 OF 12 PLANNERS w.o. # FOR T.C.E. EASEMENT 4-9-9~ 1:57,10 pm PST DATA TABLE No. DELTA RADIUS LENGTH TANGENT NJ4°24'3! "E 71.98' N54 °00'41 "W 18. 04' 16°15'14" 919.00' 260. 71' 131.25' i!l NS$*l$'$5'E 17.80' NO1 °22'05"E 50. 53' N55 °$8'51 "E 20. 82' Trans-Pacific Consultants 27447 Enterprise Circle West. Temeculo. CA,, 92590 THIS PLAT IS SOLELY AN AID IN LOCATING THE PARCEL(S) DESCRIBED IN THE ATTACHED DOCUMENT, IT IS NOT PART OF THE WRITTEN DESCRIPTION THEREIN. SCALE: 1"= 60' J DRAWN Er,' TJL DATE6/12/98J EXHIBIT H:\NETDRIVE\DATA\SURVEY\PALA ROAD BRIDGE\BASE_HAP\EASEHENTS\RIGHT-BF-~/AY\SLOPE_KENPER3.D;./G CIVIL ENGINEERS LAND SURVEYORS, SHEET 11 OF 12 PLANNERS w.o. # FOR SLOPE EASEMENT 6,-12-98 12:41,13 pm PST EXHIBIT "C" '\ \ \ \ \ 17°57'05' W 10.61' \ APN · N 18°53'19' W 10.30' 9504110-022 62°01'21" W 30,30' N 44°17°$6' W 21.80' 55'09'22" W 18. 70' 54°I1'4g" W 15,38" ~7'1~" W 11.84' .J O... No. DELTA RADIUS LENGTH TANGENT N45°41'12"E 21.89' No. -5928 0,5°19'55' 1945,00' 113. 11' 56.57' N83 °26'40"E 18. 56' Trans-Pacific Consultants 27447 Enterprise Circle West, Temecula, CA., 92590 CIVIL ENGINEERS LAND SURVEYORS. THIS PLAT IS S~LY AN AID IN LOCATING THE PARCEL(S) DESCRIBED IN THE SHEET 12 OF 12 ATTACHED DOCUMENT. IT IS NOT PART OF THE WRITTEN DESCRIPTION THEREIN. sc,,,_~: ,..= 6o' Io,,,~,,,, TJL D^TE6/12/98I EXHIBIT FOR SLOPE EASEMENT H:\NETDRIVE\DATA\SURVEY\PALA RDAD ~RIDGEXBASE_MAP\EASEMENTS\RIr, HT-DF-VAY\SLDPE_KEMPER4.D~,./G G-t2-gg 3:t4,40 p,~ PST PLANNERS w.o. # RESOLUTION NO. 98- A RESOLUTION OF NECESSITY OF THE CITY OF TEMECULA DECLARING CERTAIN REAL PROPERTY NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF IN CONNECTION WITH THE PALA ROAD BRIDGE AND ROAD REALIGNMENT IMPROVEMENT PROJECT (FEDERAL PROJECT NOS. BRLS-5459(003) AND BRRS-W950) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City of Temecula is a municipal corporation in the County of Riverside, State of California. Section 2. The property interests described generally in Section 3 of this Resolution and more particularly described in Exhibit 1 of this Resolution, are to be taken for a public use, namely for the Pala Road Bridge and Road Realignment Improvement Project, construction of said project, and all purposes necessary or convenient thereto, pursuant to the authority conferred on the City of Temecula by eminent domain by California Constitution Article I Section 19, and California Government Code Sections 37350, 37350.5, 40401, 40403 and 40404 and California Code of Civil Procedure Sections 1240.010 through 1240.050; and 1240.110, 1240.120, 1240.150, 1240.160, 1240.510, 1240.610, 1240.650, and other provisions of law. Section 3. The property interests sought to be taken are located in the City of Temecula, County of Riverside, State of California, and are portions of a larger parcel identified by Assessors Parcel Number 922-110-032. The property interests sought to be taken are more particularly described in Exhibit 1 to this Resolution, which is incorporated by this reference. Section 4. The City Council of the City of Temecula finds and determines that: A. The acquisition of the Subject Property Interests is required for the Pala Road Bridge and Road Realignment Improvement Project ("the Project"). A general description of the Project is set forth in the Agenda Report dated July 14, 1998 and the reports and document s cited in that Report, which are all incorporated in this Resolution by this reference ("Subject Property Interests"). B. The potential environmental impacts of the acquisition of the Subject Property Interests were analyzed by Riverside County and the Federal Highway Administration in connection with the Pala Road Bridge and Road Realignment Project ("Project"), Federal Project Nos. BRLS 5459(003), BRRS-W950. The Riverside County Transportation Department R:coheem\ 1754039. res 1 staff, in cooperation with Caltrans, the City and the FHWA, conducted a field review of the Project and completed various environmental studies. The County determined that the Project qualifies for a Categorical Exemption under the California Environmental Quality Act (CEQA) Guidelines, Section 15061(b)(3). Notice of the determination was duly filed with the County Clerk on January 23, 1996, and posted on February 24, 1996. The FHWA conducted a separate field review of the Project and reviewed the Project documents and determined that the Project is a "Categorical Exclusion," Class II action, as described in 23 Code of Federal Regulations § 771.117. On July 10, 1997, the FHWA District Engineer endorsed the Categorical Exclusion determination. Pursuant to CEQA Guidelines 15162, the findings made by the County and FHW A are also the appropriate findings with respect to acquisition of the Subject Property Interests. The City Planning staff has reviewed the above determinations and the Project documents. On June 30, 1998, City staff determined that since the County and FHWA determinations, there have occurred no significant changes in the Project or in the environment and no new information ha been obtained that would require further environmental analysis. that: Section 5. The City Council of the City of Temecula hereby finds and determines A. The public interest and necessity require the proposed project; B. The proposed project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; project; and The property interests described in Exhibit 1 are necessary for the proposed D. The offer required by Section 7267.2 of the Government Code has made to the owners of record. Section 6. The findings and declarations contained in this Resolution are based on the record before the City Council on July 14, 1998 when it adopted this Resolution, including the Agenda Report dated July 14, 1998, all documents incorporated in the Agenda Report, the testimony at the hearing, the records and documents prepared in connection with the Project, the testimony and evidence presented at hearings related to the Project, and the public records of the City pertaining to the Project, all of which are incorporated in this Resolution by this reference. Section 7. The City of Temecula hereby authorizes and directs Richards, Watson & Gershon, as City Attorney, to take all steps necessary to commence an action in a court of competent jurisdiction to acquire by eminent domain the property interests described in this Resolution. R:coheem\1754039.res 2 PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula this 14th day of July, 1998. ATTEST: Ron Roberts, Mayor Susan W. Jones, CMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, City Clerk of the City of T emecula, do hereby certify that Resolution No. 98-__ was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof held on the 14th day of July, 1998, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSTAIN: COUNCILMEMBERS Susan W. Jones, CMC City Clerk R: coheem\ 1754039. res 3 6/17/986/17/98EXHIBIT LEGAL DESCRIPTION FOR ROA/~ PURPOSES BEING PORTIONS OF PARCEL 1 OF PARCEL MAP NO. 11984, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS FILED IN BOOK 67, PAGE 87, OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "A" (FEE TITLE) COMMENCING AT THE CENTERLINE INTERSECTION OF PALA ROAD AND STATE HIGHWAY 79 (142.00 FEET WIDE) AS SHOWN ON A RECORD OF SURVEY, FILED IN BOOK 83, PAGES 63 THROUGH 75 INCLUSIVE, OF RECORDS OF SURVEYS, IN THE RECORDER'S OFFICE OF SAID COUNTY, SAID POINT BEING ALSO ON A 1500.00 FOOT RADIUS CURVE CONCAVE NORTHERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 08°10'04" WEST; THENCE EASTERLY ALONG SAID CURVE AND SAID CENTERLINE OF STATE HIGHWAY 79 THROUGH A CENTRAL ANGLE OF 09037'35", A DISTANCE OF 252.02 FEET TO THE BEGINNING OF A 1000.00 FOOT RADIUS NON-TANGENT CURVE CONCAVE EASTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 79°16'41" WEST; THENCE LEAVING SAID CENTERLINE OF STATE HIGHWAY 79 SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 44041'39", A DISTANCE OF 780.06 FEET; THENCE SOUTH 55°24'59" EAST, 411.15 FEET TO THE BEGINNING OF A 2000.00 FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 07054'04", A DISTANCE OF 275.80 FEET TO THE CENTERLINE OF PALA ROAD (110.00 FEET WIDE) AS SHOWN ON SAID PARCEL MAP NO. 11984, SAID POINT BEING ALSO ON A 2350.00 FOOT RADIUS REVERSE CURVE CONCAVE SOUTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 26040'57" EAST; THENCE LEAVING SAID CENTERLINE RADIALLY NORTH 26°40'57" EAST, 55.00 FEET TO THE NORTHEASTERLY RIGHT-OF-WAY LINE OF SAID PALA ROAD, SAID POINT BEING ALSO ON A 2405.00 FOOT RADIUS NON-TANGENT CURVE CONCAVE SOUTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 26040'57" EAST, SAID POINT BEING ALSO THE TRUE POINT OF BEGINNING; THENCE NORTHWESTERLY ALONG SAID CURVE AND SAID NORTHEASTERLY RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 04008'56", A DISTANCE OF 174.15 FEET TO THE MOST WESTERLY CORNER OF SAID PARCEL 1; 6/1 g/9 g THENCE LEAVING SAID CURVE AND SAID NORTHEASTERLY RIGHT-OF-WAY LINE ALONG THE NORTHERLY LINE OF SAID PARCEL 1 NORTH 83026'40" EAST, 22.78 FEET TO A POINT ON A 1945.00 FOOT RADIUS NON-TANGENT CURVE CONCAVE NORTHEASTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 31015'07" WEST; THENCE LEAVING SAID NORTHERLY LINE OF PARCEL 1 SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 04°34'10", A DISTANCE OF 155.11 FEET TO THE TRUE POINT OF BEGINNING; CONTAINING 683.25 SQUARE FEET OR 0.016 ACRES, MORE OR LESS. SEE EXHIBIT ~B" ATTACHED HERETO PARCEL "B" SLOPE EASEMENT COMiMENCING AT THE MOST WESTERLY CORNER OF SAID PARCEL 1, SAID POINT BEING ALSO ON A 2405.00 FOOT RADIUS NON-TANGENT CURVE CONCAVE SOUTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 22°32'01" EAST, SAID POINT BEING ALSO ON THE NORTHEASTERLY RIGHT- OF-WAY LINE OF PALA ROAD (110.00 FEET WIDE) AS SHOWN ON A RECORD OF SURVEY, FILED IN BOOK 83, PAGES 63 THROUGH 75 INCLUSIVE, OF RECORDS OF SURVEYS, IN THE RECORDER'S OFFICE OF SAID COUNTY; THENCE ALONG THE NORTHERLY LINE OF SAID PA/~CEL 1 NORTH 83o26'40" EAST, 22.78 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT BEING ALSO ON A 1945.00 FOOT RADIUS NON-TANGENT CURVE CONCAVE NORTHERLY, A 1RADIAL LINE TO SAID POINT BEARS SOUTH 31015'07" WEST; THENCE CONTINUING ALONG SAID NORTHERLY LINE NORTH 83o26'40" EAST, 18.56 FEET; THENCE LEAVING SAID NORTHERLY LINE SOUTH 68°13'30" EAST, 49.95 FEET; THENCE SOUTH 50°53'40" EAST, 50.94 FEET TO THE BEGINNING OF A 2415.00 FOOT RADIUS NON-TANGENT CURVE CONCAVE SOUTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 25044'08" EAST, SAID CURVE BEING ALSO CONCENTRIC WITH AND 10.00 FEET NORTHEASTERLY OF SAID NORTHEASTERLY RIGHT-OF-WAY LINE OF P~ ROAD; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13021'48", A DISTANCE OF 563.26 FEET TO A LINE BEA/RING NORTH 04023'26" EAST, DESCRIBED AS FOLLOWS: 6/18/98 BEGINNING AT THE SOUTHEASTERLY CORNER OF SAID PARCEL 1; THENCE NORTH 04°23'26" EAST, 431.71 FEET TO THE NORTHEASTERLY CORNER OF SAID PA/~CEL 1; THENCE ALONG SAID LINE SOUTH 04°23'26" WEST, 12.18 FEET TO SAID SOUTHEASTERLY CORNER OF PARCEL 1, SAID POINT BEING ALSO ON SAID NORTHEASTERLY RIGHT-OF-WAY LINE OF PALA ROAD, SAID POINT BEING ALSO ON A 2405.00 FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 39°15'51" EAST; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY RIGHT-OF-WAY LINE AND SAID CURVE THROUGH A CENTRAL ANGLE OF 12034'54", A DISTANCE OF 528.12 FEET TO THE BEGINNING OF A 1945.00 FOOT RADIUS REVERSE CURVE CONCAVE NORTHEASTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 26040'57" WEST; THENCE LEAVING SAID NORTHEASTERLY RIGHT-OF-WAY LINE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 04°34'10", A DISTANCE OF 155.11 FEET TO THE TRUE POINT OF BEGINNING; CONTAINING 7,180.65 SQUARE FEET OR 0.165 ACRES, MORE OR LESS. SEE EXHIBIT '~C" ATTACHED HERETO PARCEL "C" TEMPORARY CONSTRUCTION EASEMENT BEING A 15.00 FOOT STRIP OF LAND, THE SOUTHWESTERLY LINE OF WHICH IS THE NORTHEASTERLY LINE OF PARCEL "B" AS DESCRIBED HEREIN; THE NORTHEASTERLY LINE OF SAID STRIP OF LAND SHALL BE PROLONGED OR SHORTENED NORTHWESTERLY SO AS TO TERMINATE ON SAID NORTHERLY LINE OF PARCEL 1 AND PROLONGED OR SHORTENED SOUTHEASTERLY SO AS TO TERMINATE ON SAID LINE BEARING NORTH 04023'26" EAST AS DESCRIBED IN PARCEL "B" HEREIN; CONTAINING 9,709.95 SQUARE FEET OR 0.223 ACRES, MORE OR LESS. THE A~BOVE DESCRIBED PARCELS ARE SUBJECT TO COVENANTS, CONDITIONS, RESERVATIONS, RESTRICTIONS, RIGHTS, RIGHTS-OF-WAY AND EASEMENTS, IF ANY OF RECORD. THE ABOVE EASEMENT SHALL TERMINATE AND ILAVE NO EFFECT 30 DAYS AFTER FILING OF A "NOTICE OF COMPLETION" ON THE PALA ROAD BRIDGE IMPROVEMENT PROJECT. SEE EXHIBIT ~D" ATTACHED HERETO 6/18/98 ~' ~ , ~ ~0~ ', x X o~ ( ) DENOTES RECORD ~ MEAS. DAm PER RECORD OF SURLY, FILED I DENOTES PROPOSED110' RIGH T-OF- WAY. Frans-Pacific Consultants ]7447 Enterprise Circle West, Temeculo, CA., 92590 'HIS PLAT IS SOLELY AN AID IN LOCATING THE PARCEL(S) DESCRIBED IN THE ,TTACHED DOCUMENT. IT IS NOT PART OF THE WRITTEN DESCRIPTION THEREIN. :*c£: ~'= 100' I DR*W~ BY TJL D^TE4/06/981 £XHIBIT CIVIL ENGINEERS LAND SURVEYORS. PLANNERS ISHEET1OF5Iw,o. ~ FOR ROAD \ \ EXHIBIT "B" 110' RIGHT-OF-WA Y .ss-Paei[ic Consultants Enterprise Circle West, Temeculo, CA., 92590 IS S~LY AN AIO IN L~NG ~[ PAR~L(S) DESCRIBED D~UUENT. IT IS NOT PART OF ~E ~I~N DESCRIPTION , ;"= 100' 10RA~ BY TJL OAT[4/06/98 EXHIBIT E~DATANSURVEYXPALA ROAD BR~EX~ASE_~APXEASENENTSXR[GHT-OF-V~YXlIOR~_B.DWG No. 5928 \ N \ \ 'x I 2O I CIVIL ENGINEERS LAND SURVEYORS, PLANNERS SHEET 2 Or 5 I W.O. # I FOR ROAD 2~30-c)g 1:2B~0! l~m PST \ EXHIBIT \ \ \ II0' EXIST. ROAD EASEMENT PER INST, NO. 18058! REC. ON 5/16/90 [~rans-Pacific Consultants 7447 Enterprise Circle West. Iemecu~0. CA.. 92590 · ~lS PLAT IS SOt. ELY AN AID IN LOCATING THE PARC~"L(S) DESCRIBED IN THE TTACHED DOCUMENT. IT IS NOT PART OF THE WRITTEN DESCRIPTION THEREIN. :ALE: ~"= 60' I DR.AWN 8Y..TJL Ox"rE4/06/98I EXHIBIT TDRIVE\DAT*%\SU~VEY\PALA I?OAD E~RIDGE\BASE_W~,P\EASEHENTS\RIGHT-DF-~¥\IIOf2;./ ClVlL ENGINEERS LAND SURVEYORS, PLANNERS ISHEET 3 OF 5 W.O. # FOR ROAD 3-30-99 2,33,4[ 2m PST EXIST, ROAD EASEMENT PER INST. NO. 180581 EXHIBIT "C" DATA TABLE JNo. IDELTA RADIUS LENo,~ ~ TANGEN' j 77.60 50°$3~0' W 50.9~. LiNE o,~ P'44'C£L I I \ \ I / APN 950-110-032 PARCEL MAP NO. 11984 PM 87/87 \ " " '. PCL I / '. 1/,' _\\~//_,_ ',,,/%% ,, , / ,,-¥ ]~ . / / ~0, X/ ,, ., ,. ,. ,, / ,,, -- ,,t?o. /, / ',,17,~'~. / ' / '..Fz.-b,,~,~ \,.' ' <,.,,~ / / x ~ O~. ',./ .\ ~. , ~. ,' ",. "-' ~ / ",/ ~- I ,,' ~.,~ "'~'- · I \\ x \\ ,.- ,.,,,,,5"/ . °-X (~ P CL 2 j \ ~ \ l/ ~tJ / ~ II /J ",, ~ ~--.../~ '~ '/.. .-._ \ / /,(~Ot"'-~.---'=~'u ~ \ ~ ~',¥'/.,,,¢~' / x ~ ~, \ t~d EXP. 12/~1/00 J/ \ ~ \\ / ",, \ \\ / \ \\\\ Frans-Pacific Consultants :7447 Enterprise C~rcle West, Temeculo. CA., 92590 4IS PLAT IS SOLELY AN AID IN LOCATING THE PARCEL(S) DESCRIBED IN THE I W.O. ~ TTACHED DOCUMENT. IT IS NOT PART OF THE WRITTEN DESCRIPTION THEREIN. SHEET 4 OF 5 *~: :"= ~oo' l~.Aw~ ~ ~JL ~^~E4/06/981 SLOPE EASEMENT EXHISIT TDR[VE\D~,TA\SURVEY\PALA ROAD BRIDG[\BASE_NAP\EASENiENTS\RIGHT~OF_~Ay\~i ?]~r ~v~-~ nut: CIVIL ENGINEERS LAND SURVEYORS, PLANNERS 110' EXIST, ROAD EASEMENT PER I~vST. NO. 180581 REC. ON 5/16/90 \ \ I \ I ! \ \ EXHIBIT "D" ~ N~. y L/N£ OF p,4~C£L i ,- --. 19., ,,PCL '. ./ A 2,: \ / . W' ,/ "<%, ', / 1= ~ ', '~'- / / '"~.O. \,/ o , - ,_,.. / / .X_,x"-' x/ z ~.. , _ · / %. 'c%, "q .;,.~"x " 'q <~ \ ./ % -.,,°b ,,- , ,. ',~. \ / ...,-~7- ., / .,,- ~ / X '- X\ ',/ ~o ..C.4,, ,' .... ~ x\ \ xx /'. chxb 7 / ' x \ x // N,\"~, / \ /'~./"-~- ~--'.~.. '. ovp/~Z..',, ',, \ ',/' ....-',, \ \ .,- \ \ \ \ / \ ['rans-?aeifie ConsulLant. s '.7447 Enterprise Circle West. Temecula. CA.. 92590 HIS' PLAT IS SOLELY AN AID IN LOCATING THE PARC, EL(S) DESCRIBED IN THE TTACHED DOCUMENT. IT IS NOT PART OF THE W~ITTEN DESCRIPTION THEREIN. :,~.E: ,"= ~oo' j D~A~ ~'r ,~J.__..L_L ~,~r~,¢/0~/9~I TFMPORARY TDR[VEXD~TA\$UEVEYXPALA ~OAD BR[DGEXBASE_~APXEASEHENTS\RIGHT-OF-VA¥\T£E_KYC1.D~/C APN 950-110-032 PARCEL MAP NO. PM 87/87 1 11984 / / / / / VOL 2 \ \ \ \ \ \ \ \ \ \ \ X N~ \\\\\ CIVIL ENGINEERS LAND SURVEYORS, PLANNERS SHEET 5 OF 5 I W.O. # CONSTRUCTION EASEMEN-i ITEM 23 APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT Mayor and City Councilmembers Joseph Kicak, City Engineer and Director of Public Works July 14, 1998 Consideration of adoption of a Resolution of Necessity for the Acquisition in Eminent Domain of Property for Street Improvement, Road and Highway Purposes in connection with the Overland Drive Overcrossing Improvement Project RECOMMENDATION: That the City Council: 1. Consider adoption of proposed Resolution No. 98- , a Resolution of Necessity of the City of Temecula Declaring Certain Real Property Necessary for Public Purposes and Authorizing the Acquisition thereof in connection with the Overland Drive Overcrossing Project. 2. Open and conduct a hearing on the adoption of the proposed Resolution of Necessity, receive from staff the evidence stated and referred to in this report, take testimony from any person wishing to be heard on issues A, B, C and D below, and consider all of the evidence to determine whether to adopt the proposed Resolution, which requires a unanimous or 4/Sths vote. 3. If the City Council finds, based upon the evidence contained in and referred to in this report, the testimony and comments received in this hearing, that the evidence warrants the necessary findings with respect to the proposed Resolution of Necessity, then the staff recommends that the City Council, in the exercise of its discretion, adopt proposed Resolution No. 98- (which requires a 4/5ths vote of the entire Council) and the following authorize that an eminent domain proceeding be filed to acguire the subject property interests: RESOLUTION NO. 98 A RESOLUTION OF NECESSITY OF THE CITY OF TEMECULA DECLARING CERTAIN REAL PROPERTY NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF IN CONNECTION WITH THE OVERLAND DRIVE OVERCROSSING IMPROVEMENT PROJECT R: coheem\ 1754043 1 BACKGROUND: The Overland Drive Overcrossing Improvement Project (the "Project") consists of a proposed four-lane freeway crossing that will connect Jefferson Avenue, to the west of Interstate 15, and Ynez Road to the east of Interstate 15. Overland Drive is proposed to continue easterly to Margarita Road as part of a separate project. The purpose of the Project is to provide local traffic with a means across Interstate 1 5 from the principally residential neighborhoods on the east to the industrial and commercial centers to the west of Interstate 15. In addition to providing a much needed means for local traffic to cross the Interstate, by providing this alternate route to local commuters, the present congestion at the Winchester Road and Rancho California Road interchanges is anticipated to be mitigated, especially during peak hours. The Subject Property Interests set forth in Exhibits A through E to proposed Resolution No. 98-__ are portions of a larger parcel known as Assessor's Parcel No. 921- 720-014. The larger parcel is located on the west side of Ynez Road, at 26531 Ynez Road, and is improved with a manufacturing facility. The larger parcel is located in the portion of the Project known as Stage One, which involves construction of the Overcrossing itself, and is anticipated to take approximately 18 months to complete. The Overcrossing will slope downwards towards Ynez Road, containing two lanes of travel in each direction, then widen to five lanes to accommodate turn lanes at the end of the improvement. The right of way will include drainage improvements, relocated utilities, street lights, landscaping, and irrigation improvements. Upon completion of the Project, the City would convey back to the owner of the Larger Parcel a parking easement under a portion of the Overcrossing. The need for the Overcrossing has been recognized since the time of formulation and adoption of the General Plan in 1993. It is a component of the City's Circulation Element of the General Plan. The basic framework for the highway component of the Circulation Element was established by the Riverside County Southwest Are Plan ("SWAP"), which is on file in the City Clerk's Office and incorporated in this Agenda Report by this reference. In addition to the SWAP Circulation Plan, the following plans and programs are also integral to the City's Circulation Element and are relevant to the design and location of the proposed Overland Drive Overcrossing Improvement Project: City of Temecula Five Year Capital Improvement Program, Riverside County Congestion Management Program, SCAG 1989 Air Quality Management Plan And Regional Mobility Plan, Caltrans District 8 Regional Transportation Strategies Plan. Each of these documents is on file in the City's Public Works Office and is incorporated in this staff report by this reference. The proposed Project is designed to meet a number of objectives of the Circulation Element, including: (1) To provide for traffic service levels of D or better; (2) To implement the construction of traveled ways based on the need to provide such service; (3) Establishment of east-west continuity in City, which will assist in mitigating traffic congestion at highway interchanges as City develops. R: coheem\ 1754043 2 The location and alignment of the proposed Project has been dictated by a number of traffic and planning studies, including: (1) The General Plan, Land Use and Circulation Elements; (2) The Specific Plan for the Temecula Regional Center; (3) Traffic studies for the Temecula Regional Center. Each of the cited documents is on file in the City Department of Public Works and is incorporated in this report by this reference. The potential environmental impacts of the Project have been studied and analyzed by the City. On January 14, 1992, the City of Temecula approved a Mitigated Negative Declaration regarding the construction of the overpass for Overland Drive and duly filed a Notice of Determination thereof (Negative Declaration EA-6). On August 8, 1995, the City of Temecula adopted a revision and modification of the Mitigated Negative Declaration to address the relocation of utility lines (EA-6 Revised). Notice of determination thereof was duly filed on August 10, 1995. Pursuant to California Environmental Quality Act Guidelines 15162, et seq., the findings made in connection with the Mitigated Negative Declaration No. EA-6, and EA-6 Revised, are the appropriate findings with regard to the proposed acquisition of the Subject Property Interests. The environmental documentation prepared in connection with these actions was reviewed by staff on July 6 and 7, 1998 and it was determined that no significant changes in the Project or in the environment, and no new information had been obtained which would require further environmental analysis. To adopt the proposed Resolution of Necessity, the City Council must find and determine that: A. The public interest and necessity require the Project; B. The Project is planned or located in the manner that will be compatible with the greatest public good and least private injury; C. The Subject Property Interests described in the Resolution of Necessity are necessary for the Project; D. The offer required by Section 7267.2 of the Government Code has been made to the owner of record of the property sought to be acquired. This hearing relates to issues A, B, C and D above. A. The Public Interest and Necessity Require the Project As shown by the documents cited above, the Project is an essential component of the City's General Plan, Circulation Element. It is an integral part of the City's overall plan for addressing the existing substandard level f service at freeway interchanges and on many of the traveled ways that now provide east-west transit across the City. It will assist in relieving congestion on residential streets contributed to by truck traffic seeking alternate east- west access during peak hours when the freeway interchanges are most congested. R:coheem\ 1754043 3 The Overcrossing is also a component of the City's overall plan of development of a circulation system designed to meet the projected growth in the City. Overland Drive will extend from the Overcrossing as a fully improved major highway of way connecting Rancho Way at Diaz Road, to Margarita Road, between Solano Way and Moraga Road. B. The Project is Planned in the Manner that will be Compatible with the Greatest Public Good and Least Private Injury The studies, plans and other documents cited above also evidence that the Overcrossing and the Overland Drive Project to which it is integrally related, is planned and located provide the best practical solution to address the stated circulation and planning goals of the General Plan. The City will also deed back to the property owner a parking easement to provide some of the parking spaces the site will lose as a result of the Project. C. The Subject Property Interests Described in the Resolution of Necessity are Necessary for the Project The proposed acquisition of the subject property interests described in the Resolution is necessary for the Project as planned and designed. These interests include acquisitions in fee simple for the right of way, slope and pile maintenance easements necessary because of the elevation of the structure, utility easements to accommodate the relocation of power lines, and temporary construction easements. D. The Offer Required By Section 7267.2 of the Government Code has been made to the Owner of Record of the Property Sought to be Acquired Pursuant to Government Code Section 7262, et seq., the City obtained a fair market value appraisal of the subject property interests, set just compensation in accordance with the appraised fair market value, and extended a written offer letter to Advanced Cardiovascular Systems, Inc., owner of record of the larger parcel, on May 11, 1998. A true and correct copy of the offer letter is on file in the City Manager's Office and is incorporated in this report by this reference. The owner of record and the City have engaged in further negotiations. To date however, no negotiated purchase has been consummated, and the schedule for the proposed Project requires that the City Council consider the proposed Resolution of Necessity at this time. Adoption of the proposed Resolution of Necessity requires at least a four/fifths (4/5) vote of the city Council. FISCAL IMPACT: Adequate funds are available for the proposed acquisitions through the City's Fiscal Year 1997-98 Capital Improvement Fund. ATTACHMENTS: Resolution No. 98- R:coheem\1754043 4 RESOLUTION NO. 98- A RESOLUTION OF NECESSITY OF THE CITY OF TEMECULA DECLARING CERTAIN REAL PROPERTY NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF IN CONNECTION WITH THE OVERLAND DRIVE OVERCROSSING IMPROVEMENT PROJECT THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City of Temecula is a municipal corporation in the County of Riverside, State of California. Section 2. The property interests described generally in Section 3 of this Resolution and more particularly described in Exhibits A through E of this Resolution (" Subject Property Interests"), are to be taken for a public use, namely for the Overland Drive Overcrossing Improvement Project, construction of said project, and all purposes necessary or convenient thereto, pursuant to the authority conferred on the City of Temecula by eminent domain by California Constitution Article I Section 19, and California Government Code Sections 37350, 37350.5, 40401 and 40404 and California Code of Civil Procedure Sections 1240.010 through 1240.050; and 1240.110, 1240.120, 1240.150, 1240.160, 1240.410, 1240.510, 1240.610, 1240.650, and other provisions of law. Section 3. The Subject Property Interests sought to be taken are located in the City of Temecula, County of Riverside, State of California, and are portions of a larger parcel identified by Assessors Parcel Number 921-720-014. The Subject Property Interests sought to be taken are more particularly described in Exhibits A through E to this Resolution, which are incorporated by this reference. Section 4. The City Council of the City of Temecula finds and determines that: A. The acquisition of the Subject Property Interests is required for the Overland Drive Overcrossing Improvement Project ("the Project"). A general description of the Project is set forth in the Agenda Report dated July 14, 1998 and the reports and documents cited in that Report, which are all incorporated in this Resolution by this reference. B. The potential impacts of the acquisition of the Subject Property Interests were analyzed in connection with the analysis of the construction of the Overland Drive Overcrossing. On January 14, 1992, the City of Temecula approved a Mitigated Negative Declaration regarding the construction of the overpass for Overland Drive and duly filed a Notice of Determination thereof (Negative Declaration EA-6). On August 8, 1995, the City of Temecul a adopted a revision and modification of the Mitigated Negative Declaration to address the R:coheem\ 1754039.2re 1 relocation of utility lines (EA-6 Revised). Notice of determination thereof was duly filed on August 10, 1995. Pursuant to California Environmental Quality Act Guidelines 15162, et seq., the findings made in connection with the Mitigated Negative Declaration No. EA-6, and EA-6 Revised, are the appropriate findings with regard to the acquisition of the Subject Property Interests. The environmental documentation prepared in connection with these actions was reviewed by staff on July 6 and 7, 1998 and it was determined that no significant changes in the Project or in the environment, and no new information had been obtained which would require further environmental analysis. that: Section 5. The City Council of the City of Temecula hereby finds and determines A. The public interest and necessity require the proposed project; B. The proposed project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; C. The property interests described in Exhibits A through E are necessary for the proposed project; and D. The offer required by Section 7267.2 of the Government Code has made to the owners of record. Section 6. The findings and declarations contained in this Resolution are based on the record before the City Council on July 14, 1998 when it adopted this Resolution, including the Agenda Report dated July 14, 1998, all documents incorporated in the Agenda Report, the testimony at the hearing, the records and documents prepared in connection with the Project, the testimony and evidence presented at hearings related to the Project, and the public records of the City pertaining to the Project, all of which are incorporated in this Resolution by this reference. Section 7. The City of Temecula hereby authorizes and dire cts Richards, Watson & Gershon, as City Attorney, to take all steps necessary to commence an action in a court of competent jurisdiction to acquire by eminent domain the property interests described in this Resolution. R:coheem\ 1754039.2re 2 PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula this 14th day of July, 1998. Ron Roberts, Mayor ATTEST: Susan W. Jones, CMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, City Clerk of the City of T emecula, do hereby certify that Resolution No. 98-__ was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof held on the 14th day of July, 1998, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSTAIN: COUNCILMEMBERS: Susan W. Jones, CMC City Clerk R:coheem\1754039.2re 3 EXHIBIT "A" CITY OF TEMECULA OVERLAND DRIVE FEE RIGHT OF WAY GUIDANT TO CITY OF TEMECULA THOSE PORTIONS OF PARCELS 1 & 3 OF PARCEL MAP NO. 19145 RECORDED IN PARCEL MAP BOOK 119 PAGES 36 THROUGH 39 INCLUSIVE IN THE OFFICE OF THE RIVERSIDE COUNTY RECORDER, RIVERSIDE, CALIFORNIA: COMMENCING AT THE MOST WESTERLY CORNER OF SAID PARCEL 3, ALSO BEING THE MOST SOUTHERLY CORNER OF PARCEL 8 OF PARCEL MAP NO. 23430, AS SHOWN BY MAP ON FILE IN BOOK 168 OF PARCEL MAPS, AT PAGES 7 THROUGH 9 THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE, NORTH 44°54'19' EAST ON THE NORTHWESTERLY LINE OF SAID PARCEL 3, ALSO BEING THE SOUTHEASTERLY LINE OF SAID PARCEL 8, A DISTANCE OF 78.61 FEET, TO THE TRUE POINT OF BEGINNING; THENCE, SOUTH 50o07'23' EAST, A DISTANCE OF 59.89 FEET; THENCE, NORTH 39°52'37' EAST, A DISTANCE OF 159.85 FEET; THENCE, NORTHEASTERLY ON A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1460.25 FEET, THROUGH AN ANGLE OF 05°01'14' A DISTANCE OF 127.95 FEET; THENCE, NORTH 44°53'51' EAST, A DISTANCE OF 106.11 FEET; THENCE, NORTH 45006'09' WEST, A DISTANCE OF 0.75 FEET; THENCE, NORTH 44°53'51' EAST, A DISTANCE OF 8.07 FEET; THENCE, NORTHEASTERLY ON A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 961.00 FEET, THROUGH AN ANGLE OF 08°02'26' , AN ARC LENGTH OF 134.86 FEET TO A POINT 6F COMPOUND CURVATURE; THENCE, NORTHEASTERLY ON A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 239.00 FEET, THROUGH AN ANGLE OF 14°34'25', AN ARC LENGTH OF 60.79 FEET (THE INITIAL RADIAL LINE BEARS NORTH 37003'43' WEST); THENCE, NORTH 67o30'42' EAST, A DISTANCE OF 65.19 FEET; THENCE, EASTERLY ON A CURVE CONCAVE NORTHERLY, HAVING A RADIUS OF 1161.00 FEET, THROUGH AN ANGLE OF 03°10'36', AN ARC LENGTH OF 64.37 FEET TO A POINT OF REVERSE CURVATURE; THENCE, EASTERLY ON A CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 941.00 FEET, THROUGH AN ANGLE OF 14°00'27', AN ARC LENGTH OF 230.05 FEET (THE INITIAL RADIAL LINE BEARS NORTH 25°39'54' WEST); THENCE, SOUTH 54°45'01' EAST, A DISTANCE OF 33.66 FEET TO THE SCALE: J? "--200' \ \ PREPARED UNDER THE SUP~ERVlSION OF: JAMES A. DRENON P.!_S. 6155 EXP, 5-51-2002 ENGINEERING VENTURES, INC. I_AND PLANNING · CIVIL ENGINEERING LAND SURVEYING TEL ~ (909) 699-64~.~0 43500 RIDGE PARK DR ~' ~ 202 ~' TEMECULA · CA · 92590 FAX ~ll (909) 699-3569 \ 6 PAR. P.M. -led-J45 LINE DATA NUllBIER BEAR/NG D/STN~/CE LI N.44'54'fg~ 78.61' 1.2 N.50'O7'23'W 5~.89' 1.3 N.39'52'37'~ f 5~.85' L4 N.44'53'5~'~ 106.~' /.5 N,45'O6'Og"W 0.75' 1_6 N.44'53'5~'E a.07' L7 N.67'30'42'~ 65. ~9' La S.54'45'01'E L9 N. I0'15'~3'W ~56.2~' LIO S.40',53'14'W 29.05' L11 N,44.',54'! g"E 741.98' CURVE DATA ~ull~ /~- C1 05'01'14' C2 08"02'26' C~ 14'34'25' C4 03'10'36' C5 14'00'27' C6 14°52'56" C7 00'16'37' Ho. L~ 615,3 r~ ~-3~-~ R- (Ft.) L- (Ft.) 1460.25 ~ 2 7.g5 961.00 134.86 239.00 60.79 1161.00 64.37 941.00 230.05 1055.00 274.03 867.00 4.1g JOB NO: SHEET ! OF 1 238-4 258-4.DWG GUIDANT PROPERTY-CITY OF TEMECULA OVERLAND DRIVE FEE RIGHT OF WAY. April 17, 1996 W.O. 9012240-03 EXHIBIT "~" City of Temecula Overland Drive Fee Ri_qht-of-Way That portion of Parcel 3 of Parcel Map 19145, as shown by map on file in Book 119 of Parcel Maps, at Pages 36 through 39 thereof, Records of Riverside County, California, described as follows: Beginning at the most Westerly comer of said Parcel 3, also being the most Southerly corner of Parcel 8 of Parcel Map No. 23430, as shown by map on file in Book 168 of Parcel Maps, at Pages 7 through 9 thereof, Records of Riverside County, California, and also being on the Northeasterly line of Parcel 3 as described in Deed to State of California, recorded December 4, 1967 as Instrument No. 105961, Official Records of Riverside County, California; Thence N.44°54'19'E. along the Northwesterly line of said Parcel 3 of Parcel Map 19145, also being the Southeasterly line of said Parcel 8, a distance of 78.61 feet; Thence S.50°07'23"E., a distance of 64.89 feet; Thence S.39°52'37'W., a distance of 107.29 feet to the Southwesterly iine~?[_s_aid Parcel 3,' also being said Northeasterly line of Parcel 3 as described in Deed to State of California; Thence N.27°32'14'W. along said line, a distance of 36.72 feet to an angle point therein; Thence N.28°41'00'W., continuing along last mentioned line, a distance of 40.69 feet to the Point of Beginning. The above described parcel of land contains 6,376.29 square feet (0.146 acres), more or less. JPO JFDSAI)M:ILEGALILEGAL JOO:71YYETTEE~ LEGAL '3ESCRIPTIOI. City of Temecula April 17, 1996 Page 2 RLS/MC/yb J. F. DAVIDSON ASSOCIATES, INC. Prepared Under the Supervision of: k4arissa Crowther, PLS No. 6152 Date: JFO .IFDsAOM It EG^LILEGAL JO0;7 YVE~F£B I'~'/S ~:'.,~1- /$ SgLE~,Y A~I A,'D /.'v T/tcG 7%'£ FAPCE£fS) D£SCR:BED tN I'HE AIrACHED DOCUI~ENF. 17' iS NO7 A PART OF I'i~E WRITTEN DESGRIP170N THEREIN. PAI~CEL MAP NO. 8 P,N'I, I~% I -1-~/ PAGE ~.. R,L.5. or PARCEL MAP 19 P. IW, tlol !'Sf..'~ CIT"( OF 'TEMECULA O~ERLAN~2 P~I~JE FEE iZ,~GHT - OF-WA"f CALTI~AN% PAI~CEL NO, 15°)3°) EXHIBIT "C" CITY OF TEMECULA OVERLAND DRIVE REMNANT PARCEL GUIDANT TO CITY OF TEMECULA THOSE PORTIONS OF PARCELS 1 & 3 OF PARCEL MAP NO. 19145 RECORDED IN PARCEL MAP BOOK 119 PAGES 36 THROUGH 39 INCLUSIVE IN THE OFFICE OF THE RIVERSIDE COUNTY RECORDER, RIVERSIDE, CALIFORNIA: COMMENCING AT THE MOST WESTERLY CORNER OF SAID PARCEL 3, ALSO BEING THE MOST SOUTHERLY CORNER OF PARCEL 8 OF PARCEL MAP NO. 23430, AS SHOWN BY MAP ON FILE IN BOOK 168 OF PARCEL MAPS, AT PAGES 7 THROUGH 9 THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE, NORTH 44°54'19' EAST ON THE NORTHWESTERLY LINE OF SAID PARCEL 3, ALSO BEING THE SOUTHEASTERLY LINE OF SAID PARCEL 8, A DISTANCE OF 78.61 FEET; THENCE, SOUTH 50o07'23' EAST, A DISTANCE OF 59.89 FEET; THENCE, NORTH 39o52'37' EAST, A DISTANCE OF 159.85 FEET; THENCE, NORTHEASTERLY ON A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1460.25 FEET, THROUGH AN ANGLE OF 05°01'14' A DISTANCE OF 127.95 FEET; THENCE, NORTH 44°53'51' EAST, A DISTANCE OF 106.11 FEET; THENCE, NORTH 45o06'09' WEST, A DISTANCE OF 0.75 FEET; THENCE, NORTH 44°53'51' EAST, A DISTANCE OF 8.07 FEET; THENCE, NORTHEASTERLY ON A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 961.00 FEET, THROUGH AN ANGLE OF 08002'26' , AN ARC LENGTH OF 134.86 FEET TO A POINT OF COMPOUND CURVATURE;~ THENCE, NORTHEASTERLY ON A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 239.00 FEET, THROUGH AN ANGLE OF 14034'25', AN ARC LENGTH OF 60.79 FEET (THE INITIAL RADIAL LINE BEARS NORTH 37003'43' WEST); THENCE, NORTH 67o30'42' EAST, A DISTANCE OF 65.19 FEET; THENCE, EASTERLY ON A CURVE CONCAVE NORTHERLY, HAVING A RADIUS OF 1161.00 FEET, THROUGH AN ANGLE OF 03°10'36', AN ARC LENGTH OF 64.37 FEET TO A POINT OF REVERSE CURVATURE; THENCE, EASTERLY ON A CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 941.00 FEET, THROUGH AN ANGLE OF 14°00'27', AN ARC LENGTH OF 230.05 FEET (THE INITIAL RADIAL LINE BEARS NORTH 25039'54' WEST); THENCE, SOUTH 54°45'01' EAST, A DISTANCE OF 33.66 FEET TO THE .' WESTERLY LINE OF EASEMENT CONVEYED TO THE CITY OF TEMECULA BY DEED RECORDED FEBRUARY 9, 1993 AS INSTRUMENT NO. 50724, OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE, NORTH 10°13'13' WEST ON SAID WESTERLY LINE, A DISTANCE OF 156.29 FEET TO THE TRUE POINT OF BEGINNING; THENCE, SOUTH 40°53'14' WEST, A DISTANCE OF 29.05 FEET; THENCE, WESTERLY ON A NON-TANGENT CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 1055.00 FEET, THROUGH AN ANGLE OF 14°52'56', AN ARC LENGTH OF 274.03 FEET (THE INITIAL RADIAL LINE BEARS NORTH 11026'55' WEST) TO A POINT OF COMPOUND CURVATURE; THENCE, SOUTHWESTERLY ON A CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 867.00 FEET, THROUGH AN ANGLE OF 00°16'37', AN ARC LENGTH OF 4.19 FEET (THE INITIAL RADIAL LINE BEARS NORTH 26°19'51' WEST) TO THE NORTHWESTERLY LINE OF SAID PARCEL 3; THENCE, NORTH 44°54'19' EAST ON SAID NORTHWESTERLY LINE, 361.74 FEET TO THE WESTERLY LINE OF SAID EASEMENT CONVEYED TO THE CITY OF TEMECULA; THENCE, SOUTH 10°13'13' EAST ON SAID WESTERLY LINE A DISTANCE OF 146.23 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 0.506 ACRES, MORE OR LESS. PREPARED UNDER THE SUPERVISION OF: JAMES A. DRENON, P.L.S. LS 6153 EXP. 3/31/02 EXHIBIT "C" SCALE 1 "= 200' \ \ q? / / PAR. . P,M,~ 1~145 ! ,lAMES A. DRENON P.L,S. 6155 ID(P. $-51-2002 LINE DATA NUMBER BEARING DISTANCE L1 N.44'54,'19'"E 78.61' L2 N.50'O7'23"W 59.89" L3 N.39'52'37"E 159.85' L4 N.44'55'51"'E I06.11' L5 N. 4,5'O6'Og'W 0.75' L6 N.44'53'51 'E 8.07' L7 N.67'30'42'E 6,5.19' 1.8 S. 54'45'01'E L9 N. 10'15'I$'iV 156.29' L10 S.40'55'14"'W 29.05' L11 N.44'54'Ig"E $61.74' L12 $,10'15'15'E 146.25' '- CURVE DATA NU~ A. ~- (~.) L- eft.) C1 05'01'14' 1460.25 127.95 C2 08'02'26" 961.00 154.86 03 14'54'25' 259.00 60.79 C4 03'10'56' 1161.00 64.37 C5 14'00'27' ~1.00 230.05 C6 14'52'56' 1055.00 274.03 C7 00'16'57' 867.00 4.19 EiENGINEERING VENTURES, INC. LAND PLANNING "CML ENGINEERING LAND SURVE~NC JOB NO: 43500 RtOGE PARK DR ~' I~ 202 * TEI,4ECULA * C.A '* 92590 rs_ t (9o~) ~99-6,~50 r~ t (909) 699-~5~9 SHEET I OF 1 258-4 238-4.DWG 1%200' 4-29-98 I OVERLAND DRIVE TEMPORARY CONSTRUCTION EASEMENT W.O. 9012240-03 April 25, 1996 EXHIBIT "D" City of Temecula Overland Drive - Pile Maintenance Easement That portion of Parcel 3 of Parcel Map 19145, as shown by map on file in Book 119 of .Parcel Maps at Pages 36 through 39 thereof, Records of Riverside County, California, described as follows: COMMENCING at the most Westerly corner of said Parcel 3, also being the most Southerly comer of Parcel 8 of Parcel Map No. 23430, as shown by map on file in Book 168 of Parcel Maps at Pages 7 through 9 thereof, Records of Riverside County, California; Thence N.44°54'19"E. along the Northwesterly line of said Parcel 3, also being the Southeasterly line of said Parcel 8, a distance' of 78.61 feet; Thence S.50°07'23"E., a distance of 59.89 feet; Thence N.39°52'37'E., a distance of 159.85 feet; Thence Northeasterly on a curve concave Southeasterly having a radius of 1460.25 feet, through an angle of 05°01'14', an arc length of 127.95 feet; Thence N.44°53'51'E., a distance of 106.11 feet to the Point of Beginning of the easement to be described; -- Thence N.45°06'09"W., a distance of 0.75 feet; Thence N.44°53'51 "E., a distance of 8.07 feet; Thence Northeasterly on a curve concave Southeasterly, having a radius of 961.00 feet, through an angle of 05°47'27", an arc length of 97.13 feet; Thence S.39°18'42"E., a distance of 10.00 feet; Thence Southwesterly on a non-tangent curve concave Southeasterly, having-a radius of 951.00 feet, through an angle of 05°47'27", an arc length of 96.12 feet (the initial radial line bears N.39o18'42"W.); Thence S.44 53 51 W., a distance of 8.07 feet; Thence N.45 06 09 W., a distance of 9.25 feet to the Point of Beginninej, li'D ~F~$ADMILIZGALILEGAL JSI:6FYvETi-EF~ LEGAL DESCRIPTION Overland Drive - Pile Maintenance Easement April 25, 1996 Page 2 The above described parcel o! land contains 0.024 acres, more or less. RLS/MC/mn J. F. DAVIDSON ASSOCIATES, INC. Prepared Under the Supervision of: Madssa Crowther, PLS No. 6152 JF,O JFDSADM [LEGAL1LEC~At. J,~l.61YVETq-EP, 8r: IA.L.5. ~~~I~ PARCEL MAP ~ NO. 23430 /~ ~ · ,' ~ . ./ / PARCEL 'PARCEL MAP 191u, 5 ~ /PARCEL oF I IPAR. .DATA /EMECULA ~ LF-~-~-~ t~ PILE MAINTENANCE EAGEMENT 0'[¥ oF 1-EkAECULA ADVANCED CAP, DII~/AOCULAR 6YS-I'EMS,IHC. EXHIBIT "D2' CITY OF TEMECULA OVERLAND DRIVE-S.C.E. EASEMENT PARCEL GUIDANT TO THE CITY OF TEMECULA THAT PORTION OF PARCEL OF PARCEL MAP 19145 RECORDED IN PARCEL ~ BOOK 119 PAGES $6 THROUGH 59, INCLUSIVE, IN THE OFFICE OF THE RIVERSIDE COUNTY RECORDER, RIVERSIDE, CAUFORNIA DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY CORNER OF SAID PARCEL 3; THENCE, ON THE NORTHWESTERLY LINE OF SAID PARCEL 3, NORTH 44'54'19" EAST, 78.62 FEET; THENCE, SOUTH 50'07'23" EAST, 59.89 FEET; THENCE, NORTH 39'52'37' EAST, 159.85 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY AND HAWNG A RADIUS OF 1460.25 FEET; THENCE, NORTHEASTERLY ON SAID CURVE THROUGH A CENTRAL ANGLE OF 05'01'14'~ 127.95 FEE; THENCE, NORTH 44'53'51" EAST, 106.11 FEET; THENCE, NORTH 45'06'09' WEST, 0.75 FEET; THENCE, NORTH 44'53'51' EAST, 8.07 FEE/' TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 961.00 FEET; THENCE, NORTH~TERLY ON s~o cu~w THROUGH A CENTRAL ANGUS OF 02'02'19'", 34.19 FEET TO THE TRUF POINT OF .~'.~Gp.N..!NG, A RAD~ UNE TO S~0 POINT BEARS NORTH 4~'03 50 WEST; THENCE, CONTINUING ON SAID CURVE THROUGH A CENTRAL ANGLE OF 06'00'07'~ 100.67 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 239.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 37'03'43" WEST; THENCE., EASTERLY ON SAID CURVE THROUGH A CENTRAL ANGLE OF 08'26'54', 35.24 FEET TO THE BEGINNING OF A NON-TANGENT LINE, A RADIAL LINE TO SAID POINT BEARS NORTH 28'36'49' WEST; THENCE, ON SAID LINE, SOUTH 39'01'43' WEST, 667.44 FEET; THENCE, SOUTH 42'13'16" WEST, 28.96 FEET, TO THE SOUTHWEST LINE OF SAID PARCEL 3; THENCE, ON SAID LINE, NORTH 27'32'17' WEST, 31.97 FEET; THENCE, LEAVING SAID LINE, NORTH 42'13'06" EAST, 17.06 FEET; THENCE, NORTH 39'01 '43" FAST, 534.04 FEET TO THE OF RFGINNING. TRUF POINT CONTAINING 0.437 ACRES, MORE OR LESS. EXHIBIT V N SCALE 1 '= ? DO' / ,_..~ DETAIL L 5'~ N. T.$. % % LINE DATA NUUBER BEARIHG DISTANCE L! N.4~'54'lg"E 78.62' L2 H.50'O7'23'W 5g. Bg° L3 N.3g'52'37"E 159.85' L4 N.44'53'51"E 106. ! 1' L5 H. 45'O6'O9'W 0.75' L6 H.44'53'51'E &07' L7 N.42'13"16'E 28.96' L8 N.27'32'I 7"E 51.97' L9 N.42'lS'16"E 17.06' C,5 o¢oo'o7" 9o~.oo ~oo.67 c4 o8'26'54' 239.00 35.24 PREPARED UNDER THE SUP~-RVISION OF': JAMES A. ORENON P.L.S. 6155 SCALE: 1 "= 100' ENGINEERING VENTURES, INC. ~o PL~N~NC * C~ ~e~.~g~NG ~0~ C~ ~O SUING 4~ RI~E P~K DR ' ~ 202 * ~MECU~ ' ~ ' 92590 SHE~ r~ t (9~) 699-6450 F~ t (909) 699-5569 5-7-98 _ [ PROJECT: JOB NO: 1 OF 1 258-4 , , 258-4.DWG GUIDANT PROPERTY-CF[Y OF TEMECULA S.C.E. EASEMENT PARCEL CITY OF TEMECULA QyEBLAND DRIVE TEMPORARY CONSTRUCT~QN EASEMENT GUIDANT TO THE CITY OF TEMECULA THAT PORTION OF PARCEL 3 OF PARCEL MAP 19145 RECORDED IN PARCEL MAP BOOK 119 PAGES 36 THROUGH 39, INCLUSIVE, IN THE OFFICE OF THE RIVERSIDE COUNTY RECORDER, RIVERSIDE, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY CORNER OF SAID PARCEL 3; THENCE, ON THE NORTHWESTERLY LINE OF SAID PARCEL 3, NORTH 44"54'19' EAST, 78.62 FEET; THENCE, SOUTH 50'07'23' EAST, 59.89 FEET TO THE I~Um POINT OF BEGINNING; THENCE, NORTH 39"52'37' EAST, 159.85 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 1460.25 FEET; THENCE, NORTHEASTERLY ON SAID CURVE THROUGH A CENTRAL ANGLE OF 05°01'14', 127.95 FEEl'; TIfENCE, NORTH 44'53'$1' EAST, 106.11 FEET; ~" THENCE, NORTH 45°06'09' WEST, 0.75 F~ET; THENCE, NORTH 44°53'51' EAST, 8.07 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTEKLY AND HAVING A RADIUS OF 961.00 FEET; THENCE, NORTHEASTERLY ON SAID CURVE THROUGH A CENTRAT. ANGLE OF 08"02'26', 134.86 FEET TO THE BEGINNING OF A COMPOUND CURVE.HAVING A RADIUS OF 239.00 FEET, A RADIAL LINE TO SAID POINT BEARS~_NORTH 37'0~43' WEST; THENCE, EASTERLY AND SOUTHEASTERLY ON SAID CURVE THROUGH A CENTRAL ANGLE 14~34'25', 60.79 FEET; THENCE, NORTH 67°30'42' EAST, 65.19 FEET; THENCE, SOUTH 51°18'40' WEST, 35.70 ~EET; THENCE, SOUTH 66"34'17' WEST, 36.21 FEET; THENCE, SOUTH 34°04'06' EAST, 33.70 FEET; THENCE, SOUTH 55°10'55' WEST, 18.31 FEET; THENCE, NORTH 82°45'06" WEST, 18.59 FEET; THENCE, SOUTH 44°56'10' WEST, 595.52 FEET TO THE BEGINNING OF A CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 25.00 FEET; THENCE, SOUTHWESTERLY AND SOUTHERLY ON SAID CURVE THROUGH A CENTRAL ANGLE OF 62"15'54' 27.17 FEET; THENCE, SOUTH 17°19'44' EAST, 41.47 FEET; THENCE, SOUTH 72°40'16' WEST, 37.58 FEET TO THE SOUTHWESTERLY LINE OF SAID PARCEL 3; THENCE, ON THE SOUTHWESTERLY LINE OF SAID PARCEL 3, NORTH 27"32'14' WEST, 47.93 FEET; THENCE, LEAVING SAID LINE NORTH 39°52'37' EAST, 107.29 FEET; THENCE, NORTH 50°07'23' WEST, 5.00 FEET TO THE TRUE POINT QF BEGINNING. CONTAINING 0.671 ACRES, MORE OR LESS. PREPARED UNDER THE SUPERVISION OF: JAMES A. DRENON, P.L.S. LS 6163 EXP. 3/31/02 I \ \ lINE DATA Lf- ~L44'54'19'~ 78~2' 'L17 H~~ J07~' 27.17 EXHIBIT "F.~-" CITY OF TEMECULA OVERI.AND DRIVE SETTI.EMENT EASEMENT GUIDANT TO THE CITY OF TEMECULA THAT PORTION OF PARCEL 3 OF PARCEL MAP 19145 RECORDED IN PARCEL MAP BOOK 119 PAGES 36 THROUGH 39, INCLUSIVE, IN THE OFFICE OF THE RIVERSIDE COUNTY RECORDER, RIVERSIDE, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY CORNER OF SAID PARCEL 3; THENCE, ON THE NORTHWESTERLY LINE OF SAID PARCEL 3, NORTH 44°54'19' EAST, 78.61 FEET; THENCE, SOUTH 50007'23' EAST, 59.89 FEET; THENCE, NORTH 39052'37' EAST, 159.85 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 1460.25 FEET; THENCE, NORTHEASTERLY ON SAID CURVE THROUGH A CEN'IRAL A2qGLE OF 05°01'14', 127.95 FEET; THENCE, NORTH 44053'51' EAST, 73.17 FEET TO THE TRI IF. POINT OF BEGINNINGi THENCE, CONTINUING NORTH 44053'51' EAST, 32.94; THENCE, NORTH 45006'09' WEST, 0.75 FEET; THENCE, NORTH 44°53'51' EAST, 8.07 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 961.00 FEET; THENCE, NORTHEASTERLY ON SAID CURVE TffROUGH A CENTRAL ANGLE OF 08°02'26', 134.86 FEET TO THE BEGINNING OF A COMPOUND CURVE HAVING A RADIUS OF 239.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 37003'43' WEST; THENCE, EASTERLY AND SOUTHEASTERLY ON SAID CURVE THROUGH A CENTRAL ANGLE OF 02°48'28', 11.71 FEET; -- THENCE, NON-TANGENT TO SAID CURVE, SOUTH 41020'20' WEST, 187.34 FEET; THENCE, NORTH 45°06'09'~ WEST, 22.25 FEET TO THE TRIFE POINT OF BEGINNING. CONTAINING 0.061 ACRES, MORE OR LESS. PREPARED UNDER THE SUPERVISION OF JAMES A. DRENON, JR., P.L.S. EXHIBIT "B" P. tt.Z,,., 23430 P. M, ~ B B./x7~ g PAR, 7 PAR, B 'SCALE: i ~ = 200' P.M, -]19/38-,39 COUPE ~TA ~ N. 44'54'lg"E 78.61' ~ S.5¢07'2~E 59.89' ~ N.3~S52'3~E 159.85' ~ ~=05'01'14" R=14~.25' L=127.95' ~ N. 44'55'51'E 73.17' N. 44~'51"E 52. g4' N. 45'O6'~W 0.75' N. 44'53'5I"E 8.07' ~=0~02'26' R=g61.~' L=154.86' ~ =OZ~'2~ R=23g.~' L=11.71' S.41'20'2~W 187.34' N. 45'O6'~'W 22.25' ENGINEERING VENTURES, INC. LANO PLAt,INING ~, CIVIL ENGINEERING LAND SURVEYING SCALE 1" =200' 'J ~ EASE~ENT TO CITY OF' ~ TEMECULA PER INST. 67't NO. 50724. REC'D. 2-9-93. O.R. RIV. CO.. JOB NO: SHEET 1 OF ! 258-4 DATE: IPROJECT: · GUIDANT PROPERTY ~2-12-97 CITY OF TEIdECULA OVERLAND DRIVE $ETTLEMFNT FAqFMENT IDRAWN BY: ITEM 24 Oral Presentation