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02142023 CC Agenda
In 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 (951) 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 11]. AGENDA TEMECULA CITY COUNCIL REGULAR MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA FEBRUARY 14, 2023 - 6:00 PM CLOSED SESSION - 5:00 PM CONFERENCE WITH REAL PROPERTY NEGOTIATORS. The City Council will meet in closed session pursuant to Government Code Section 54956.8 regarding the acquisition of certain property interests, including certain permanent maintenance and access easements, temporary construction easements with a term of twelve months, covenants for construction of certain permanent improvements, and a conservation easement on four properties described below in connection with the proposed extension of Nicolas Road from its current termination at Calle Girasol easterly to Butterfield Stage Road, Project Number LD20-1114 ("Project"). Negotiators for the City are Patrick Thomas and Ron Moreno. The negotiators for the respective real property interests are set forth below. (i) The acquisition of certain property interests from the real property located at 31270 Tommy Lane in the City of Temecula (APN 957-150-005). Specifically, the City seeks to acquire an approximate 31,520 square foot temporary construction easement with a term of 12 months and an approximate 26,957 square foot permanent maintenance and access easement. The negotiating parties are the City of Temecula and the property owners Jose Leonardo Garcia and Mayerling Alida Monteros-Garcia. Under negotiations are price and terms of the acquisition of these property interests. (ii) The acquisition of certain property interests from the real property located at 39280 Deputy Road in the City of Temecula (APN 957-090-019). Specifically, the City seeks to acquire an approximate 29,630 square foot temporary construction easement with a term of 12 months, covenant authorizing the construction of certain permanent improvements in portions of that 29,630 square foot area, an approximate 16,956 square foot permanent maintenance and access easement, and a public utility easement. The negotiating parties are the City of Temecula and the property owners Sohan Singh and Kuldip Kaur Singh. Under negotiations are price and terms of the acquisition of these property interests. CONFERENCE WITH REAL PROPERTY NEGOTIATORS. The City Council will meet in closed session pursuant to Government Code Section 54956.8 regarding negotiations for the acquisition of the property interests of Rancon Commerce Center Phases 2, 3, & 4, Inc., a California non-profit mutual benefit corporation in the following parcels in connection with the Overland Drive Extension Project, PW 16-06: (i) Real property owned by the City of Temecula. The subject real property is commonly known as 27499 Commerce Center Drive, City of Temecula, California, and is identified as Riverside County Page 1 City Council Agenda February 14, 2023 Assessor's Parcel Number 921-480-031. The negotiating parties are the City of Temecula and the Board of Directors of the Rancon Commerce Center Phases 2, 3, & 4, Inc. Association. (ii) Real property owned by the City of Temecula. The subject real property is commonly known as 27495 Enterprise Circle West, City of Temecula, California, and is identified as Riverside County Assessor's Parcel Number 921-480-013. The negotiating parties are the City of Temecula and the Board of Directors of the Rancon Commerce Center Phases 2, 3, & 4, Inc. Association. (iii) Real property owned by the City of Temecula. The subject real property is commonly known as 27498 Enterprise Circle West, City of Temecula, California, and is identified as Riverside County Assessor's Parcel Number 921-480-020. The negotiating parties are the City of Temecula and the Board of Directors of the Rancon Commerce Center Phases 2, 3, & 4, Inc. Association. The City negotiators for each of these real property interests are Patrick Thomas and Amer Attar. Under negotiation are the price and terms. CALL TO ORDER: Mayor Zak Schwank INVOCATION: Antonio Madrigal of The Eschatologist FLAG SALUTE: Mayor Zak Schwank ROLL CALL: Alexander, Brown, Kalfus, Schwank, Stewart PRESENTATIONS Presentation of Riverside County Sheriffs Department CORE Team Presentation to 2022 Retired Board and Commission Members BOARD / COMMISSION REPORTS Planning Commission, Public/Traffic Safety Commission, Race, Equity, Diversity and Inclusion Commission PUBLIC SAFETY REPORT County of Riverside, Riverside County Sheriffs Department PUBLIC COMMENTS - NON -AGENDA ITEMS A total of 30 minutes is provided for members of the public to address the City Council on matters not listed on the agenda. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. Page 2 City Council Agenda February 14, 2023 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 minutes will be devoted to these reports. CONSENT CALENDAR 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. A total of 30 minutes is provided for members of the public to address the City Council on items that appear on the Consent Calendar. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. 1. Waive Reading of Standard Ordinances and Resolutions Recommendation: That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code. Attachments: Agenda Report 2. Approve Action Minutes of January 24, 2023 Recommendation: That the City Council approve the action minutes of January 24, 2023. Attachments: Action Minutes 3. Approve List of Demands Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A Attachments: Agenda Report Resolution List of Demands 4. Adopt Ordinance No. 2023-02 Amending Section 10.28.010(D) of the Temecula Municipal Code Regarding Prima Facie Speed Limits on Certain Streets (Second Reading) Page 3 City Council Agenda February 14, 2023 5. 6. Recommendation: That the City Council adopt an ordinance entitled: ORDINANCE NO.2023-02 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA, AMENDING SECTION 10.28.010(D) OF THE TEMECULA MUNICIPAL CODE REGARDING PRIMA FACIE SPEED LIMITS ON CERTAIN STREETS Attachments: Agenda Report Ordinance Approve Fiscal Year 2022-23 Mid -Year Budgetjustments Recommendation: That the City Council adopt the following resolutions entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, AMENDING THE FISCAL YEAR 2022-23 ANNUAL OPERATING BUDGET RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING THE CAPITAL IMPROVEMENT PROGRAM FISCAL YEARS 2023-27 AND AMENDING THE CAPITAL IMPROVEMENT BUDGET FOR FISCAL YEAR 2022-23 Attachments: Agenda Report Summary of FY 2022-23 Mid -Year Requests Resolution - Annual Operating Budget Exhibits A-C - Annual Operating Budget Resolution - Capital Improvement Program Exhibit 1 - Capital Improvement Program Approve U.S. House of Representatives District Office Lease Amendment at the Temecula Civic Center Recommendation: That the City Council approve U.S. House of Representatives District Office Lease Amendment at the Temecula Civic Center in substantially the form as attached. Attachments: Agenda Report Amendment District Map Page 4 City Council Agenda February 14, 2023 7. 8. Approve License Agreement with SAFE Alternatives for Everyone, Inc. for Use of Ci . Real Property Recommendation: That the City Council approve the license agreement between the City of Temecula and SAFE Alternatives for Everyone, Inc. (S.A.F.E.) for use of City Real Property. Attachments: Agenda Report Agreement Approve Second Amendment with San Diego State University Foundation for the Radio Communication Site Lease Recommendation: Attachments: That the City Council approve the second amendment with San Diego State University Foundation for the Radio Communication Site Lease extending the annual term for an additional three years, a 3% rent increase and a change in the insurance requirements, for a total contract amount of $80,982.12. Agenda Report Amendment 9. Approve Agreement with Rancon Commerce Center Phases 2, 3 & 4, Inc. in Connection with Overland Drive Extension Project - PW 16-06 Recommendation: That the City Council: 1. Adopt a resolution entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING AGREEMENT BETWEEN CITY OF TEMECULA AND RANCON COMMERCE CENTER PHASES 2, 3 & 4, INC. IN CONNECTION WITH OVERLAND DRIVE EXTENSION PROJECT, PW 16-06 2. Authorize the City Manager to approve and execute the agreement between City of Temecula and Rancon Commerce Center Phases 2, 3 & 4, Inc. in Connection with Overland Drive Extension Project, PW 16-06 in substantially the form attached to the agenda report, and take all necessary actions to effectuate the transactions described in the agreement. Page 5 City Council Agenda February 14, 2023 Attachments: Agenda Report RPcnlntinn Agreement with Exhibits Project Description Project Location Map 10. Approve Mitigation Credit Purchase Agreement and Acknowledgement with RBV Mitigation Credits, LLC for the Santa Gertrudis Creek Trail Phase II - Margarita Road UndercrossiM PW 19-04 11. 12. Recommendation: Attachments: That the City Council approve the mitigation credit purchase agreement and acknowledgement between RBV Mitigation Credits, LLC and the City of Temecula for the purchase of mitigation credits with Barry Jones Wetland Mitigation Bank, in the amount of $31,350 for the Santa Gertrudis Creek Trail Phase II - Margarita Road Undercrossing, PW 19-04. Agenda Report Purchase Agreement CIP Budget Sheet Award Construction Contract to LDCo, Inc. for the Mary Phillips Senior Center Enhancement and Renovation, PW20-13 Recommendation: That the City Council: 1. Award a construction contract to LDCo, Inc., in the amount of $1,286,000, for the Mary Phillips Senior Center Enhancement and Renovation, PW20-13; and 2. Authorize the City Manager to approve contract change orders up to 25% of the contract amount, $321,500; and 3. Make a finding that the Mary Phillips Senior Center Enhancement and Renovation, PW20-13 project is exempt from Multiple Species Habitat Conservation Plan (MSHCP) fees. Attachments: Agenda Report Cnntrnot CEP Budget Sheet Accept Improvements and File the Notice of Completion for Ronald Reagan Sports Park Restroom Expansion and Renovation Project, PW 18-03 Recommendation: That the City Council: 1. Accept the Design, Fabrication, Purchase and Installation of the Page 6 City Council Agenda February 14, 2023 Ronald Reagan Sports Park Restroom Expansion and Renovation Project, PW 18-03 by Public Restroom Company as complete; and 2. Direct the City Clerk to file and record the Notice of Completion for Public Restroom Company; and 3. Release Public Restroom Company's Labor and Materials Bond seven months after filing the Notice of Completion if no liens have been filed; and 4. Accept the construction of the Ronald Reagan Sports Park Restroom Expansion and Renovation Project, PW18-03; as complete; and 5. Direct the City Clerk to file and record the Notice of Completion for IE General Engineering Inc. and release the performance bond; and 6. Release IE General Engineering Inc.'s Labor and Materials Bond seven months after filing the Notice of Completion if no liens have been filed. Attachments: Agenda Report Notice of Completion - The Public Restroom Company Contractor's Affidavit & Final Release - The Public Restroom Company Notice of Completion - IE General Engineering, Inc. Contractor's Affidavit & Final Release - IE General Engineering, Inc. Project Description Project Location Map RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF THE TEMECULA COMMUNITY SERVICES DISTRICT, THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, THE TEMECULA HOUSING AUTHORITY, AND/OR THE TEMECULA PUBLIC FINANCING AUTHORITY Page 7 City Council Agenda February 14, 2023 TEMECULA COMMUNITY SERVICES DISTRICT MEETING CALL TO ORDER: President James Stewart ROLL CALL: Alexander, Brown, Kalfus, Schwank, Stewart CSD PUBLIC COMMENTS - NON -AGENDA ITEMS A total of 30 minutes is provided for members of the public to address the Board of Directors on matters not listed on the agenda. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. CSD CONSENT CALENDAR 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 Community Services District request specific items be removed from the Consent Calendar for separate action. A total of 30 minutes is provided for members of the public to address the Board of Directors on items that appear on the Consent Calendar. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. 13. Approve Action Minutes of January 24, 2023 Recommendation: That the Board of Directors approve the action minutes of January 24, 2023. Attachments: Action Minutes 14. Approve Fiscal Year 2022-23 TCSD Mid -Year Budget Adjustments Recommendation: That the TCSD Board of Directors adopt the following resolution entitled: RESOLUTION NO. CSD A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA AMENDING THE FISCAL YEAR 2022-23 ANNUAL Page 8 City Council Agenda February 14, 2023 OPERATING BUDGETS Attachments: Agenda Report Summary of FY 2022-23 Mid -Year Requests Resolution F,xhibit A CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGER REPORT CSD BOARD OF DIRECTOR REPORTS CSD ADJOURNMENT The next regular meeting of the Temecula Community Services District will be held on Tuesday, February 28, 2023, at 4:30 p.m., for a Closed Session, with regular session commencing at 6:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California. Page 9 City Council Agenda February 14, 2023 SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY - NO MEETING TEMECULA HOUSING AUTHORITY - NO MEETING JOINT MEETING - TEMECULA PUBLIC FINANCING AUTHORITY/CITY COUNCIL CALL TO ORDER: Chair/Mayor Zak Schwank ROLL CALL: Alexander, Brown, Kalfus, Schwank, Stewart TPFA PUBLIC COMMENT A total of 30 minutes is provided for members of the public to address the Board of Directors on matters not listed on the agenda. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. TPFA/CITY COUNCIL PUBLIC HEARING Any person may submit written comments to the Board of Directors before a public hearing or may appear and be heard in support of or in opposition to the approval of a project at the time of the hearing. If you challenge a project in court, you may be limited to raising only those issues you or someone else raised at the public hearing or in written correspondence delivered to the City Clerk at or prior to the public hearing. For public hearings each speaker is limited to 5 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Email comments on all matters, including those not on the agenda, must be received prior to the time the item is called for public comments. At public hearings involving land use matters, the property owner and/or applicant has the burden of proof and, therefore, shall be allowed 15 minutes for an initial presentation, and an additional 10 minutes for rebuttal by its development team following other comments on the matter. An appellant, other than the property owner and/or applicant, and the spokesperson for an organized group of residents residing within the noticed area of the property, which is the subject of the public hearing, shall be allowed 15 minutes to present the appellant's position to the Board. The Chair may allow more time if required to provide due process for the property owner, applicant or appellant. All other members of the public may speak during the public hearing for a maximum period of 5 minutes each. Deferral of one speaker's time to another is not permitted. In the event of a large number of speakers, the Chair may reduce the maximum time limit for members of the public to speak. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. 15. Approve Issuance of Special Tax Bonds for Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Page 10 City Council Agenda February 14, 2023 Recommendation: That the City Council/Board of Directors hold a public hearing relating to the proposed issuance of special tax bonds for the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2), and adopt the resolutions entitled: RESOLUTION NO. A RESOLUTION OF THE CITY TEMECULA MAKING FINDINGS APPROVING THE ISSUANCE OF PUBLIC FINANCING AUTHORITY RESOLUTION NO. TPFA COUNCIL OF THE CITY OF WITH RESPECT TO AND BONDS BY THE TEMECULA A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR THE TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2), AND APPROVING RELATED DOCUMENTS AND ACTIONS Attachments: Agenda Report Resolution - City Resolution - TPFA Amended and Restated Fiscal Agent Agreement Bond Purchase Agreement Preliminary Official Statement TPFA EXECUTIVE DIRECTOR REPORT TPFA BOARD OF DIRECTOR REPORTS TPFA ADJOURNMENT The next regular meeting of the Temecula Public Financing Authority will be held on Tuesday, February 28, 2023, at 4:30 p.m., for a Closed Session, with regular session commencing at 6:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California. Page 11 City Council Agenda February 14, 2023 RECONVENE TEMECULA CITY COUNCIL PUBLIC HEARING Any person may submit written comments to the City Council before a public hearing or may appear and be heard in support of or in opposition to the approval of a project at the time of the hearing. If you challenge a project in court, you may be limited to raising only those issues you or someone else raised at the public hearing or in written correspondence delivered to the City Clerk at or prior to the public hearing. For public hearings each speaker is limited to 5 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Email comments on all matters, including those not on the agenda, must be received prior to the time the item is called for public comments. At public hearings involving land use matters, the property owner and/or applicant has the burden of proof and, therefore, shall be allowed 15 minutes for an initial presentation, and an additional 10 minutes for rebuttal by its development team following other comments on the matter. An appellant, other than the property owner and/or applicant, and the spokesperson for an organized group of residents residing within the noticed area of the property, which is the subject of the public hearing, shall be allowed 15 minutes to present the appellant's position to the Council. The Mayor may allow more time if required to provide due process for the property owner, applicant or appellant. All other members of the public may speak during the public hearing for a maximum period of 5 minutes each. Deferral of one speaker's time to another is not permitted. In the event of a large number of speakers, the Mayor may reduce the maximum time limit for members of the public to speak. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. 16. Adont Resolutions of Necessitv for Acauisition by Eminent Domain of Certain Real Prone Interests for Public Purposes on Assessor's Parcel Numbers 957-150-005 and 957-090-019 in Connection with the Construction of Public Street, Drainage, Access and Related Improvements, and all Uses Necessary or Convenient Thereto for the Proposed Extension of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road Connection Recommendation: That the City Council: 1. Consider the following Resolutions, which are Resolutions of Necessity of the City of Temecula, declaring certain real property interests necessary for public purposes and authorizing the acquisition thereof for public use in connection with the construction of public street, drainage, access, public utility and related improvements, and all uses necessary or convenient thereto for the proposed extension of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road Connection: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING CERTAIN REAL PROPERTY INTERESTS NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF IN CONNECTION WITH THE PUBLIC Page 12 City Council Agenda February 14, 2023 STREET, DRAINAGE, ACCESS AND RELATED IMPROVEMENTS FOR THE NICOLAS ROAD FROM BUTTERFIELD STAGE ROAD TO THE CALLE GIRASOL/NICOLAS ROAD CONNECTION (CERTAIN PROPERTY INTERESTS ON APN 957-150-005) AND MAKING FINDINGS THAT NO FURTHER ENVIRONMENTAL REVIEW IS REQUIRED PURSUANT TO SECTION 15162 OF THE CALIFORNIA ENVIRONMENTAL QUALITY ACT GUIDELINES AND SECTION 21166 OF THE PUBLIC RESOURCES CODE RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING CERTAIN REAL PROPERTY INTERESTS NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF IN CONNECTION WITH THE PUBLIC STREET, DRAINAGE, ACCESS AND RELATED IMPROVEMENTS FOR THE NICOLAS ROAD FROM BUTTERFIELD STAGE ROAD TO THE CALLE GIRASOL/NICOLAS ROAD CONNECTION (CERTAIN PROPERTY INTERESTS ON APN 957-090-019) AND MAKING FINDINGS THAT NO FURTHER ENVIRONMENTAL REVIEW IS REQUIRED PURSUANT TO SECTION 15162 OF THE CALIFORNIA ENVIRONMENTAL QUALITY ACT GUIDELINES AND SECTION 21166 OF THE PUBLIC RESOURCES CODE 2. Open and conduct a hearing on the adoption of the proposed Resolutions of Necessity, receive from City Staff the evidence stated and referred to in this Agenda Report ("Report"), take testimony from any person wishing to be heard on issues A, B, C, and D below, and consider all evidence to determine whether to adopt the proposed Resolutions of Necessity, each of which requires the City Council's separate consideration and determination. 3. If the City Council finds, based on the evidence contained and referred to in this Report, the testimony and comments submitted to the City Council, that the evidence warrants the necessary findings with respect to the proposed Resolutions of Necessity, then City Staff recommends that the City Council, in the exercise of its discretion, adopt proposed Resolutions of Necessity, each of which requires a 4/5ths vote of the entire City Council, authorizing the acquisition by eminent domain of the Subject Property Interests summarized below and described more particularly in the Exhibits to each Resolution of Necessity: (i) Jose Leonardo Garcia & Mayerling Alida Monteros-Garcia — 31270 Tommy Lane, Temecula (APN 957-150-005 — Garcia Parcel) Page 13 City Council Agenda February 14, 2023 -An approximate 26,957 square foot permanent maintenance and access easement described more particularly on ATTACHMENT A and depicted on ATTACHMENT B. -An approximate 31,520 square foot temporary construction easement with a term of twelve months is described more particularly on ATTACHMENT A-1 and depicted on ATTACHMENT 13-1. The approximate 26,957 square foot permanent maintenance and access easement and the approximate 31,520 square foot temporary construction easement the City seeks to acquire on the Garcia Parcel are referred to below collectively as the "Garcia Property Interests". The Garcia Property Interests are located on the portions of the Garcia Property within the Long Valley Wash, a natural flood control channel. (ii) Sohan Singh and Kuldip Kaur Singh — 39280 Deputy Road, Temecula (APN 957-090-019 — Singh Parcel) -An approximate 16,956 square foot permanent maintenance and access easement described more particularly on ATTACHMENT C and depicted on ATTACHMENT D. -An approximate 648.59 square foot public utility easement in favor of Southern California Edison described more particularly on ATTACHMENT C-1 and depicted on ATTACHMENT D-1. -An approximate 29,630 square foot temporary construction easement with a term of twelve months to facilitate the construction of the Project with a covenant that would authorize the construction of certain rip -rap and related improvements to protect the related street and drainage improvements from erosion and flooding and to construct an access driveway to the Nicolas Road improvements described more particularly on ATTACHMENT C-2 and depicted on ATTACHMENT D-2. The approximate 16,956 square foot permanent maintenance and access easement and the approximate 29,630 square foot temporary construction easement with a term of twelve months with a covenant that would authorize the construction of certain drainage, rip -rap and related improvements to protect the related street and drainage improvements from erosion and flooding and to construct an access driveway to the Nicolas Road improvements, and the approximate 648.59 square foot public utility easement in favor of Southern California Edison on the Singh Parcel are referred to below collectively as "Singh Property Interests". The permanent maintenance and access easement and the Page 14 City Council Agenda February 14, 2023 Attachments: BUSINESS temporary construction easement are located on the portions of the Singh Parcel within the Long Valley Wash, a natural flood control channel. A rough depiction of the improvements that will be constructed within the Permanent Maintenance and Access Easement and the Temporary Construction Easement is attached as ATTACHMENT E and incorporated herein by this reference. 4. If the City Council adopts the proposed Resolutions of Necessity, authorize the City Attorney's Office to file and prosecute eminent domain proceedings for the acquisition of the Subject Property Interests by eminent domain. 5. Authorize the City Manager to execute all necessary documents. 6. Authorize the City Clerk to certify the adoption of the Resolutions of Necessity. Agenda Report Resolution - Garcia Property Interests Resolution Attachments A, B, A-1, and B-1 Resolution - Singh Property Interests Resolution Attachments C, D, C-1, D-1, C-2, D-2, and E Any member of the public may address the City Council on items that appear on the Business portion of the agenda. Each speaker is limited to 5 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. 17. Consider Term Limits for City Council Members (At the Request of Council Member Kalfus) Recommendation: That the City Council consider term limits for City Council Members and provide general direction regarding the same. Attachments: Agenda Report DEPARTMENTAL REPORTS 18. City Council Travel/Conference Report Attachments: Agenda Report Itinerary Page 15 City Council Agenda February 14, 2023 ITEMS FOR FUTURE CITY COUNCIL AGENDAS Any Council Member, including the Mayor, may request an item be placed on a future agenda. Any such request will be discussed under this section. In making the request, a Council Member may briefly describe the topic of the proposed agenda item and any timing associated with the placement of the item on the agenda. This description shall not exceed 3 minutes unless extended by a majority vote of the City Council. No substantive discussion on the subject of the motion may occur. General discussion amongst the City Council on items listed under this section of the agenda shall be limited to 15 minutes. Items may only be placed on the agenda by Council Members pursuant to policy or by the City Manager based on administrative or operational needs of the City. Public comments on the placement of these agenda items shall be limited to a maximum of 30 minutes. Individual comments shall not exceed 3 minutes. All public participation is governed by the Council Policy regarding Public Participation at Meetings and Agenda Placements by Council Members adopted by Resolution No. 2021-54. CITY MANAGER REPORT CITY ATTORNEY REPORT ADJOURNMENT The next regular meeting of the City Council will be held on Tuesday, February 28, 2023, at 4:30 p.m., for a Closed Session, with regular session commencing at 6:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California. NOTICE TO THE PUBLIC The full agenda packet (including staff reports, public closed session information, and any supplemental material available after the original posting of the agenda), distributed to a majority of the City Council regarding any item on the agenda, will be available for public viewing in the main reception area of the Temecula Civic Center during normal business hours at least 72 hours prior to the meeting. The material will also be available on the City's website at TemeculaCa.gov. and available for review at the respective meeting. If you have questions regarding any item on the agenda, please contact the City Clerk's Department at (951) 694-6444. Page 16 Item No. 1 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Randi Johl, Director of Legislative Affairs/City Clerk DATE: February 14, 2023 SUBJECT: Waive Reading of Standard Ordinances and Resolutions PREPARED BY: Randi Johl, Director of Legislative Affairs/City Clerk RECOMMENDATION: That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code. BACKGROUND: The City of Temecula is a general law city formed under the laws of the State of California. With respect to adoption of ordinances and resolutions, the City adheres to the requirements set forth in the Government Code. Unless otherwise required, the full reading of the text of standard ordinances and resolutions is waived. FISCAL IMPACT: None ATTACHMENTS: None Item No. 2 ACTION MINUTES TEMECULA CITY COUNCIL REGULAR MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA JANUARY 24, 2023 - 6:00 PM CALL TO ORDER at 6:00 PM: Mayor Zak Schwank INVOCATION: Jim Willis of Center for Spiritual Living Temecula Valley FLAG SALUTE: Commissioner Eric Faulkner ROLL CALL: Alexander, Brown, Kalfus, Schwank, Stewart PRESENTATIONS Presentation of National Mentoring Month Proclamation to Big Brothers Big Sisters of the Inland Empire Presentation of 2022 MISAC Excellence in Information Technology Award Presentation of Service Pin to Mayor Zak Schwank for 10 Years of Service BOARD / COMMISSION REPORTS Race, Equity, Diversity and Inclusion Commission PUBLIC SAFETY REPORT California Department of Forestry and Fire Protection PUBLIC COMMENTS - NON -AGENDA ITEMS The following individual(s) addressed the City Council: • Yvette Anthony • Payam Daneshvar • Bob Kowell • Gene Wunderlich and Patti Drew • Sharon Morris • Reene T. The following individual(s) submitted an electronic comment: • Edin Enamorado Gillian Larson • Greg Langworthy PUBLIC COMMENTS - AGENDA ITEMS The following individual(s) addressed the City Council: • Laurel Lamont (Item #15) • Bob Kowell (Item #15) The following individual(s) submitted an electronic comment: • Martha Angelica Howard (Item #15) CITY COUNCIL REPORTS CONSENT CALENDAR Unless otherwise indicated below, the following pertains to all items on the Consent Calendar. Approved the Staff Recommendation (5-0): Motion Stewart, Second by Alexander. The vote reflected unanimous approval. 1. Waive Reading of Standard Ordinances and Resolutions Recommendation: That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code. 2. Approve Action Minutes of January 10, 2023 Recommendation: That the City Council approve the action minutes of January 10, 2023. 3. Approve List of Demands Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. 2023-03 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A 4. Adopt Resolution Making Certain Additional Findings Supporting Amendments to the 2022 California Fire Code Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. 2023-04 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA MAKING EXPRESS FINDINGS AND DETERMINATIONS THAT MODIFICATIONS TO THE CALIFORNIA FIRE CODE, 2022 EDITION, ARE REASONABLY NECESSARY BECAUSE OF LOCAL CLIMATIC, GEOLOGICAL AND/OR TOPOGRAPHICAL CONDITIONS 5. Adopt Resolution Making Certain Additional Findings Supporting Amendments to the 2022 California Building Codes Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. 2023-05 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA MAKING EXPRESS FINDINGS AND DETERMINATIONS THAT MODIFICATIONS TO THE 2022 CALIFORNIA BUILDING CODE; CALIFORNIA MECHANICAL CODE; CALIFORNIA PLUMBING CODE; CALIFORNIA ELECTRICAL CODE; AND CALIFORNIA RESIDENTIAL CODE, AS ADOPTED BY THE CITY OF TEMECULA, ARE REASONABLY NECESSARY BECAUSE OF LOCAL CLIMATIC, GEOLOGICAL AND/OR TOPOGRAPHICAL CONDITIONS 6. Approve Fourth Amendment to Agreement with David Evans and Associates, Inc. for the Diaz Road Expansion Project, PW17-25 Recommendation: That the City Council: 1. Approve the fourth amendment to the agreement with David Evans and Associates, Inc., in the amount of $120,000, for additional contingency in support of the professional design and environmental services of the Diaz Road Expansion Project, PW17-25; and 2. Increase the City Manager's authority to approve extra work authorizations by $120,000. 7. Approve Increase to Construction Contingency Authorization for the Citywide Concrete Repairs - Fiscal Year 2021-22, PW22-01 Recommendation: That the City Council: 1. Approve an increase to the contingency for construction of the Citywide Concrete Repairs - Fiscal Year 2021-22, PW22-01 by $40,000; and 2. Increase the City Manager's authority to approve construction contract change orders by $40,000. 8. Approve Increase to Construction Contingency Authorization for the Pavement Rehabilitation Program - Citywide, Ynez Road, Solana Way, Nicolas Road and Winchester Road Project, PW21-10 Recommendation: That the City Council: 1. Approve an increase to the contingency for construction of the Pavement Rehabilitation Program - Citywide, Ynez Road, Solana Way, Nicolas Road and Winchester Road, PW21-10 by $913,400; and 2. Increase the City Manager's authority to approve construction contract change orders by $913,400. 9. Approve Increase to Contingency for Extra Work for Additional Landscape Maintenance Services with Nieves Landscape, Inc. Recommendation: That the City Council approve an increase to contingency for extra work for additional Landscape Maintenance Services with Nieves Landscape, Inc., in the amount of $150,000 for Fiscal Year 2022-2023. 10. Approve Water Quality Management Plan Alternative Compliance Agreement and Authorize the City Manager to Execute on Behalf of the City Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. 2023-06 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE FORM AND AUTHORIZING THE CITY MANAGER TO EXECUTE WATER QUALITY MANAGEMENT PLAN ALTERNATIVE COMPLIANCE AGREEMENTS ON BEHALF OF THE CITY 11. Accept Easements Dedicated to Public in Connection with Long Valley Wash Channel and Authorize Quitclaim of Easements to Riverside County Flood Control and Water Conservation T)ktrirt Recommendation: That the City Council adopt the following resolutions entitled: RESOLUTION NO. 2023-07 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ACCEPTING CERTAIN EASEMENTS DEDICATED TO THE PUBLIC PURSUANT TO DECLARATIONS OF DEDICATION RECORDED ON JULY 26, 1989 AS INSTRUMENT NUMBERS 249221, 249222, AND 249223 IN CONNECTION WITH THE LONG VALLEY WASH CHANNEL RESOLUTION NO. 2023-08 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, APPROVING THREE QUITCLAIM DEEDS CONVEYING TO RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT CERTAIN EASEMENTS DEDICATED TO THE PUBLIC PURSUANT TO DECLARATIONS OF DEDICATION RECORDED ON JULY 26, 1989 AS INSTRUMENT NUMBERS 249221, 249222, AND 249223 IN CONNECTION WITH THE LONG VALLEY WASH CHANNEL 12. Accept Improvements and File the Notice of Completion for the Butterfield Stage Road Extension - Phase III, PW15-11 4 Recommendation: That the City Council: 1. Accept the construction of the Butterfield Stage Road Extension - Phase III, PW15-11, as complete; and 2. Direct the City Clerk to file and record the Notice of Completion and release the performance bond; and 3. Release the Labor and Materials Bond seven months after filing the Notice of Completion, if no liens have been filed. RECESS: At 7:02 PM, the City Council recessed and convened as the Temecula Community Services District Meeting. At 7:37 PM the City Council resumed with the remainder of the City Council Agenda. RECONVENE TEMECULA CITY COUNCIL PUBLIC HEARING 15. Conduct Public Hearing to Consider Extension of Interim Urgency Ordinance Enacted Pursuant to Government Code Section 65858 Establishing Emergency Regulations Related to Urban Lot Splits and Housing Units Built in Accordance with Senate Bill 9, Declaring the Urgency Thereof and Making Determination of Exemption Pursuant to Government Code Section 65852.21(j) and California Environmental Quality Act Guidelines Section 15061(b)(3) Recommendation: That the City Council adopt an ordinance, by a 4/5 vote, extending Interim Urgency Ordinance No. 2022-03 entitled: ORDINANCE NO. 2023-01 AN INTERIM URGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA, CALIFORNIA, EXTENDING INTERIM URGENCY ORDINANCE NO. 2022-03, ESTABLISHING EMERGENCY REGULATIONS PURSUANT TO GOVERNMENT CODE SECTION 65858 ON URBAN LOT SPLITS AND HOUSING UNITS BUILT IN ACCORDANCE WITH SENATE BILL 9, AND MAKING A DETERMINATION OF EXEMPTION PURSUANT TO GOVERNMENT CODE SECTION 65852.21(J) AND CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) GUIDELINES SECTION 15061(B)(3) Approved the Staff Recommendation (5-0): Motion Stewart, Second by Alexander. The vote reflected unanimous approval. BUSINESS 16. Introduce Ordinance Amending Section 10.28.010(D) of the Temecula Municipal Code Regarding Prima Facie Speed Limits on Certain Streets 5 Recommendation: That the City Council introduce and read by title only an ordinance entitled: ORDINANCE NO. 2023-02 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA, AMENDING SECTION 10.28.010(D) OF THE TEMECULA MUNICIPAL CODE REGARDING PRIMA FACIE SPEED LIMITS ON CERTAIN STREETS Approved the Staff Recommendation (5-0): Motion Stewart, Second by Alexander. The vote reflected unanimous approval. DEPARTMENTAL REPORTS (RECEIVE AND FILE) 17. Community Development Department Monthly Report 18. Fire Department Monthly Report 19. Public Works Department Monthly Report ITEMS FOR FUTURE CITY COUNCIL AGENDAS 1. Consider Creation of Ad Hoc Subcommittee to Discuss Temecula Police Department (At the Request of Mayor Pro Tempore Stewart) — Continued to meeting of February 28, 2023 2. Consider Creation of Ad Hoc Subcommittee to Discuss Temecula Fire Department (At the Request of Council Member Kalfus) — Continued to meeting of February 28, 2023 3. Consider Establishment of Term Limits for City Council Members (At the Request of Council Member Kalfus) - Council Approved (5-0): Motion Kalfus, Second by Alexander. The vote reflected unanimous approval. CITY MANAGER REPORT CITY ATTORNEY REPORT 6 ADJOURNMENT At 7:51 PM, the City Council meeting was formally adjourned to Tuesday, February 14, 2023, at 4:30 PM for Closed Session, with regular session commencing at 6:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Adjourned in Memory of Deputy Darnell Calhoun, Victims of Monterey Park, Half Moon Bay and Oakland Zak Schwank, Mayor ATTEST: Randi Johl, City Clerk [SEAL] Item No. 3 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Jennifer Hennessy, Director of Finance DATE: February 14, 2023 SUBJECT: Approve List of Demands PREPARED BY: Pam Espinoza, Accounting Technician II RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A BACKGROUND: All claims and demands are reported and summarized for review and approval by the City Council on a routine basis at each City Council meeting. The attached claims represent the paid claims and demands since the last City Council meeting. FISCAL IMPACT: All claims and demands were paid from appropriated funds or authorized resources of the City and have been recorded in accordance with the City's policies and procedures. ATTACHMENTS: 1. Resolution 2. List of Demands RESOLUTION NO.2023- 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 HEREBY RESOLVE AS FOLLOWS: Section 1. That the following claims and demands as set forth in Exhibit A, on file in the office of the City Clerk, has been reviewed by the City Manager's Office and that the same are hereby allowed in the amount of $ 40,330,906.94. Section 2. The City Clerk shall certify the adoption of this resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of February 2023. Zachary Schwank, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 2023- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of February 2023, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk CITY OF TEMECULA LIST OF DEMANDS 01/12/2023 TOTAL CHECK RUN: 01/13/2023 TOTAL CHECK RUN: 01/17/2023 TOTAL CHECK RUN: 01/19/2023 TOTAL CHECK RUN: 01/24/2023 TOTAL CHECK RUN: 01/26/2023 TOTAL CHECK RUN: 01/27/2023 TOTAL CHECK RUN: 01/13/2023 TOTAL PAYROLL RUN: 01/31/2023 TOTAL PAYROLL RUN: TOTAL LIST OF DEMANDS FOR 02/14/2023 COUNCIL MEETING: 7,078,001.70 289,914.28 610,657.29 26,075,807.12 1,387,917.70 68,528.48 3,433,583.61 652,149.02 734,347.74 $ 40,330,906.94 DISBURSEMENTS BY FUND: CHECKS 001 GENERAL FUND 14,375,029.27 110 COVID-19 PANDEMIC COMMUNITY REINVESTMENT 142.81 125 PEG PUBLIC EDUCATION & GOVERNMENT 2,320.00 140 COMMUNITY DEV BLOCK GRANT 14,098.00 165 RDA AFFORDABLE HOUSING 20% SET ASIDE 14,424.11 170 MEASURE A FUND 201,049.84 190 TEMECULA COMMUNITY SERVICES DISTRICT 491,868.17 194 TCSD SERVICE LEVEL D REFUSE RECYCLING 1,721.25 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 21,579.97 197 TEMECULA LIBRARY FUND 97,873.12 210 CAPITAL IMPROVEMENT PROJECTS FUND 4,620,792.02 300 INSURANCE FUND 8,267.75 305 WORKER'S COMPENSATION 8,393.24 310 VEHICLES AND EQUIPMENT FUND 121,734.76 320 INFORMATION SYSTEMS 442,430.49 330 CENTRAL SERVICES 12,739.22 335 SUPPORT SERVICES REPLACEMENT FUND 12,963.54 340 FACILITIES 182,486.91 380 SARDA DEBT SERVICE FUND 4,060.00 395 2011 FINANCING LEASE CIVIC CENTER & CRC 13,024,638.76 396 2018 FINANCING LEASE MRC 5,177,477.58 472 CFD 01-2 HARVESTON A&B DEBT SERVICE 1,711.77 473 CFD 03-1 CROWNE HILL DEBT SERVICE FUND 1,711.76 475 CFD 03-3 WOLF CREEK DEBT SERVICE FUND 1,711.76 476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 1,711.76 477 CFD 03-02 RORIPAUGH DEBT SERVICE FUND 1,711.76 478 CFD 16-01 RORIPAUGH PHASE II 1,711.76 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 2,536.20 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 1,841.51 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 2,102.53 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 381.03 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 2,032.61 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 983.83 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 776.50 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 7,996.43 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 177.76 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 787.95 511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 128.07 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 5,038.58 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP 1,953.18 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 779.15 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATE 431.13 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 1,422.34 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 142.49 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 4,396.01 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 2,987.46 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 7,225.91 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 12,442.63 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 245.59 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 317.68 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 12,748.12 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 2,194.01 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 124.63 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 276.85 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 11,839.48 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 1,055.14 700 CERBT CALIFORNIA EE RETIREE-GASB45 12,684.00 $ 38,944,410.18 DISBURSEMENTS BY FUND: PAYROLL 001 GENERAL FUND 110 COVID-19 PANDEMIC COMMUNITY REINVESTMENT 140 COMMUNITY DEV BLOCK GRANT 165 AFFORDABLE HOUSING 190 TEMECULA COMMUNITY SERVICES DISTRICT 194 TCSD SERVICE LEVEL D REFUSE RECYCLING 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 197 TEMECULA LIBRARY FUND 300 INSURANCE FUND 305 WORKERS' COMPENSATION 320 INFORMATION TECHNOLOGY 330 SUPPORT SERVICES 340 FACILITIES 700 CERBT CALIFORNIA EE RETIREE-GASB45 TOTAL BY FUND: 792,222.85 1,062.80 1,259.35 8,354.64 362,536.08 3,002.81 404.95 9,593.48 6,205.67 6,206.02 93,196.13 10,206.01 20,568.80 71,677.17 $ 1,386,496.76 40,330,906.94 apChkLst Final Check List Page: 1 01/11/2023 1:09:30PM CITY OF TEMECULA Bank: eunion EFT UNION BANK Check # Date Vendor Description Amount Paid Check Total 503764 1/12/2023 022546 AIRWAVE COMMUNICATIONS, EMPG GRANT: RADIO EQUIPMENT: 19,630.90 19,630.90 ENTERPRISES EOC 503765 1/12/2023 009374 ALLEGRO MUSICAL VENTURES PIANO TUNING/MAINT: LIBRARY 280.00 280.00 DBA, ALLEGRO PIANO SERVICE 503766 1/12/2023 007282 AMAZON CAPITAL SERVICES MISC OFC SUPPLIES: EOC 84.79 INC MISC SUPPLIES: TVM: TCSD 26.88 MISC SUPPLIES: TVM: TCSD 581.75 MISC OFC SUPPLIES: PREV: FIRE 43.91 MISC SUPPLIES: ACE PRGM: TCSD 136.31 REC SUPPLIES: CRC: TCSD 32.61 MISC SUPPLIES: ACE PRGM: TCSD 15.00 MISC OFC SUPPLIES: RISK MGMT -72.85 MISC. SUPPLIES: TVM: TCSD -125.00 MISC OFC SUPPLIES: THEATER: TC -27.17 REC SUPPLIES: CRC: TCSD 32.61 MISC SUPPLIES: STREET MAINT: P� 50.00 MISC SUPPLIES: RISK MGMT 141.43 MISC OFC SUPPLIES: HR 39.85 MISC SMALL TOOLS & EQUIP: TEM! 1,023.59 MISC SUPPLIES: ACE PRGM: TCSD 30.26 MISC OFC SUPPLIES: RISK MGMT 122.63 MISC SUPPLIES: CHIEF/BC: FIRE -92.94 MISC SUPPLIES: PREVENTION: FIRE 16.30 MISC SUPPLIES: ACE PRGM: TCSD 42.37 MISC OFC SUPPLIES: TVM: TCSD 19.56 MISC SUPPLIES: ACE: TCSD 15.06 2,136.95 503767 1/12/2023 004240 AMERICAN FORENSIC NURSES DRUG/ALCOHOL ANALYSIS: TEM 597.75 AFN SHERIFF DRUG/ALCOHOL ANALYSIS: TEM SF 62.01 DRUG/ALCOHOL ANALYSIS: TEM SF 124.02 DRUG/ALCOHOL ANALYSIS: TEM SF 186.03 FEB STAND BY FEE: POLICE 1,420.55 DRUG/ALCOHOL ANALYSIS: TEM SF 62.01 2,452.37 503768 1/12/2023 012951 APPLIED DEVELOPMENT QUALITY OF LIFE MASTER PLAN: 1,889.51 1,889.51 ECONOMICS PLANNING Page:1 apChkLst Final Check List Page: 2 01/11/2023 1:09:30PM CITY OF TEMECULA Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 503769 1/12/2023 013950 AQUA CHILL OF SAN DIEGO JAN DRINKING WTR SYS MAINT: TVM 28.55 JAN DRINKING WTR SYS MAINT: HA 28.28 JAN DRINKING WTR SYS MAINT: TH 28.55 JAN DRINKING WTR SYS MAINT: JR 28.55 DEC DRINKING WTR SYS MAINT: A( 68.96 DEC DRINKING WTR SYS MAINT: Pb 29.36 NOV DRINKING WATER SYS MAINT: 28.55 JAN DRINKING WTR SYS MAINT: PVC 29.36 JAN DRINKING WTR SYS MAINT: FC 28.55 JAN DRINKING WTR SYS MAINT: TP 28.55 JAN DRINKING WTR SYS MAINT: MF 35.89 JAN DRINKING WTR SYS MAINT: SP 69.60 432.75 503770 1/12/2023 021400 AYERS ELECTRIC INC ELECTRICAL LABOR: PALOMAR 3,577.00 3,577.00 HOTEL: PW 503771 1/12/2023 021588 BRAUN PETER, DBA JAN PLANTSCAPE SVC: CIVIC CTR 500.00 500.00 TEMECULA PLANTSCAPE 503772 1/12/2023 022670 BROWN, JAMAL DEON, DBA TCSD INSTRUCTOR EARNINGS 1,120.06 1,120.06 JDB TRAINING 503773 1/12/2023 004248 CALIF DEPT OF OCT FINGERPRINTING SVCS: TCSD 407.00 JUSTICE-ACCTING OCT FINGERPRINTING SVCS: HR 343.00 OCT FINGERPRINTING SVCS: POLIO 4,340.00 5,090.00 503774 1/12/2023 020457 CLARITAS HOLDINGS INC, DBA DEMOGRAPHIC REPORT: ECO DEV 785.00 785.00 CLARITAS LLC 503775 1/12/2023 005447 EMPLOYEE #00312 REIMB: UNIFORMS: BLDG & SAFETY 152.68 152.68 503776 1/12/2023 017542 COX, KRISTI LYN TCSD INSTRUCTOR EARNINGS 315.00 315.00 503777 1/12/2023 010650 CRAFTSMEN PLUMBING & PLUMBING REPAIR: STA84: FIRE 125.00 125.00 HVAC INC 503778 1/12/2023 003272 DAISYECO INC PRINTER/PLOTTER SUPPLIES: INFO 1,078.29 1,078.29 TECH 503779 1/12/2023 022483 DE LA SECURA INC, DBA DLS DESIGN -BUILD SERVICES: PW-CIP 338,340.04 BUILDERS DSGN-BUILD SVCS: MRC PW- 17-21 433,115.91 771,455.95 503780 1/12/2023 010461 DEMCO INC MISC SUPPLIES: RHRTPL: TCSD 90.50 90.50 Paget apChkLst Final Check List Page: 3 01/11/2023 1:09:30PM CITY OF TEMECULA Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 503781 1/12/2023 020648 DG INVESTMENT HOLDINGS 2 MAINT & REPAIR SECURITY SYS: INFO 3,253.80 3,253.80 INC, CONVERGINT TECH TECHNOLOGIES 503782 1/12/2023 020648 DG INVESTMENT HOLDINGS 2 MAINT & REPAIR SECURITY SYS: INFO 790.00 790.00 INC, CONVERGINT TECH TECHNOLOGIES 503783 1/12/2023 003945 DIAMOND ENVIRONMENTAL PORTABLE RESTROOMS: AULD RD 133.21 SRVCS TEMPORARY FENCING: MCCABE C- 95.00 PORTABLE RESTROOMS: RANCHO 1,188.65 PORTABLE RESTROOMS: RANCHO 5,020.00 6,436.86 503784 1/12/2023 019720 DIVERSIFIED WATERSCAPES DEC WTR QUALITY MAINT: DUCK 7,430.00 INC POND/HARV REPAIRS AT TEMECULA DUCK PONI 15,346.00 INSTALL: PARTS: HARVESTON LAKE 3,904.53 26,680.53 503785 1/12/2023 004192 DOWNS ENERGY FUEL FUEL FOR CITY VEHICLES: STREETS 1,018.01 MAINT- P FUEL FOR CITY VEHICLES:STREET 1,650.00 FUEL FOR CITY VEHICLES: PARKS P 1,195.01 FUEL FOR CITY VEHICLES: EOC 91.66 FUEL FOR CITY VEHICLES: LAND DI 160.92 FUEL FOR CITY VEHICLES: TRAFFF 143.32 FUEL FOR CITY VEHICLES: LAND DI 99.76 FUEL FOR CITY VEHICLES: EOC 123.25 FUEL FOR CITY VEHICLES: BLDG & 257.79 FUEL FOR CITY VEHICLES: POLICE 44.69 FUEL FOR CITY VEHICLES: FIRE DE 119.69 FUEL FOR CITY VEHICLES: CIP: PW 178.09 FUEL FOR CITY VEHICLES: TCSD 223.37 FUEL FOR CITY VEHICLES: FIRE DE 82.13 FUEL FOR CITY VEHICLES: STREET 1,372.59 FUEL FOR CITY VEHICLES: LAND DI 101.16 FUEL FOR CITY VEHICLES: TCSD 218.06 FUEL FOR CITY VEHICLES: TRAFFIC 276.77 FUEL FOR CITY VEHICLES: POLICE 161.79 FUEL FOR CITY VEHICLES: LAND DI 61.38 7,579.44 503786 1/12/2023 021412 EIDE BAILLY LLP DEC FINANCIAL STATEMENT AUDIT- 6,127.00 6,127.00 503787 1/12/2023 018098 ELITE CLAIMS MANAGEMENT DEC '22 3RD PARTY CLAIM ADMIN: WC 1,250.00 1,250.00 INC 503788 1/12/2023 022726 FORENSIC NURSES OF SOCAL SART EXAMS: TEM SHERIFF 1,200.00 INC SART EXAMS: TEM SHERIFF 1,200.00 SART EXAMS: TEM SHERIFF 800.00 3,200.00 Page:3 apChkLst Final Check List Page: 4 01/11/2023 1:09:30PM CITY OF TEMECULA Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 503789 1/12/2023 014865 FREIZE UHLER KIMBERLY DBA, CITYAPPAREL: PLANNING DEPT 158.28 CLEAR BLUE PROMOTIONS CITYAPPAREL: PLANNING DEPT 207.06 CITYAPPAREL: PLANNING COMMIS 112.72 CITYAPPAREL: PLANNING COMMIS 86.87 CITYAPPAREL: EOC 298.55 863.48 503790 1/12/2023 021365 GEORGE HILLS COMPANY INC SUBROGATION RECOVERY FEE: RISK 250.00 250.00 MGMT 503791 1/12/2023 021308 GILLIS + PANICHAPAN ARCHITECTURAL SVCS: FIRE STA 84 6,940.00 ARCHITECTS, INC PW19-14 ARCHITECTURAL SVCS: FIRE STA 8 2,500.00 ARCHITECTURAL SVCS: CRC: PW1f 4,135.00 13,575.00 503792 1/12/2023 000177 GLENNIES OFFICE PRODUCTS MISC OFC SUPPLIES: COMM DEV 476.86 INC MISC OFC SUPPLIES: CODE ENFOR 143.23 MISC OFC SUPPLIES: PLANNING 84.39 MISC OFC SUPPLIES: CODE ENFOR 32.81 MISC OFC SUPPLIES: PLANNING 47.88 785.17 503793 1/12/2023 003792 GRAINGER SMALL TOOLS & EQUIPMENT: PARKS 85.34 MAINT SUPPLIES: STREETS: PW 73.95 MAINT SUPPLIES: STREETS: PW 14.80 174.09 503794 1/12/2023 022033 IE GENERAL ENGINEERING RET REL: CONSTN CONTRACT SVCS: 15,574.80 15,574.80 INC RRSP 503795 1/12/2023 006914 INNOVATIVE DOCUMENT NOV COPIER 397.41 SOLUTIONS MAINT/REPAIR/USAGE:CITYWIDE NOV COPIER MAINT/REPAIR/USAGE 5,134.46 5,531.87 503796 1/12/2023 012883 JACOB'S HOUSE INC EMPLOYEE CHARITY DONATIONS 40.00 40.00 PAYMENT 503797 1/12/2023 020893 JEFF KATZ ARCHITECTURAL DSGN SVCS: CRC SPLASH PADS: 3,418.50 3,418.50 CORP PW21-07 503798 1/12/2023 010204 M T G L INC MATL TESTING: CITYWIDE SLURRY 21,065.00 21,065.00 SEAL: CIP 503799 1/12/2023 021370 MARK THOMAS AND COMPANY NOV DSGN CONSULTANT SVCS: 3,700.50 INC CHERRY ST EXT DSGN & ENVIRO SVC: CONG RELIEI 11,320.00 DSGN & ENVIRO SVC: CONG RELIEI 971.00 15,991.50 503800 1/12/2023 018675 MDG ASSOCIATES INC NOV LABOR COMPLIANCE SVCS: 274.38 PW20-13 NOV CDBG-CV EMER MORTG ASSI£ 512.50 NOV CDBG PRGM ADMIN: PLANNING 9,290.00 10,076.88 503801 1/12/2023 018314 MICHAEL BAKER NOV ENG & SURVEY 12,558.00 INTERNATIONAL SVCS-SIDEWALKS: 17-28 CNSLTSVCS: 1-15/79INTRCHG 17-15 4,570.00 17,128.00 Page:4 apChkLst Final Check List Page: 5 01/11/2023 1:09:30PM CITY OF TEMECULA Bank: eunion EFT UNION BANK Check # Date Vendor 503802 1/12/2023 013443 MIDWESTTAPE LLC 503803 1/12/2023 004951 MIKE'S PRECISION WELDING INC 503804 1/12/2023 004043 MISSION ELECTRIC SUPPLY INC 503805 1/12/2023 002925 NAPAAUTO PARTS 503806 1/12/2023 022599 NIEVES LANDSCAPE INC 503807 1/12/2023 014173 NPG INC DBA, GOLDSTAR ASPHALT PRODUCTS 503808 1/12/2023 009337 NV5INC (Continued) Description BOOKS ON TAPE: LIBRARY BOOKS ON TAPE: LIBRARY BOOKS ON TAPE: LIBRARY MFG & INSTALL: BOLLARDS HARVESTON LAKE 1ST ST BRIDGE LOCKING HARDWAI ELECTRICAL SUPPLIES: LIBRARY ELECTRICAL SUPPLIES: CIVIC CTR ELECTRICAL SUPPLIES: EV CHARG ELECTRICAL SUPPLIES: CIVIC CTR ELECTRICAL SUPPLIES: EV CHARG ELECTRICAL SUPPLIES: EV CHARG ELECTRICAL SUPPLIES: PD STOREI ELECTRICAL SUPPLIES: THEATER ELECTRICAL SUPPLIES: CIVIC CTR ELECTRICAL SUPPLIES: PARKS: PV AUTO PARTS: STREET MAINT: PW AUTO PARTS: LAND DEV: PW AUTO PARTS: STA 84: FIRE IRRIGATION REPAIRS: HARVESTON: PW IRRIGATION REPAIR: DUCK POND: F LDSCP IMPROV: DUCK POND: PW LDSCP IMPROV: DUCK POND: PW IRRIGATION REPAIR: NAD LANE CH) IRRIGATION REPAIR: DUCK POND: F DEC LDSCP MAINT SVCS: FACILITIE ASPHALT REPAIR: MURRIETA CREEK TRAIL NOV PROJECT MGT SVCS: MRC PW 17-21 Amount Paid 43.49 48.92 43.49 3,225.00 570.00 235.63 25.38 64.84 9.90 194.01 1,020.56 196.83 8.31 33.41 76.82 176.99 91.31 314.27 422.33 138.77 520.00 175.00 198.81 114.37 10,454.50 8,509.00 40, 996.20 Check Total 135.90 3,795.00 1,865.69 582.57 12,023.78 8,509.00 40, 996.20 Page:5 apChkLst Final Check List Page: 6 01/11/2023 1:09:30PM CITY OF TEMECULA Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description 503809 1/12/2023 021998 OLD TOWN TIRE AND SERVICE VEHICLE REPAIRS: PARKS: PW INC VEHICLE MAINTENANCE: STREET N VEHICLE MAINTENANCE: STREET N VEHICLE REPAIRS: PARKS & FACILI CITY VEHICLE MAINT: PREVENTION VEHICLE REPAI: BLDG & SAFETY VEHICLE MAINT: BLDG & SAFETY VEHICLE REPAIRS: CIP: PW VEHICLE REPAIRS: CIP: PW VEHICLE MAINT: BLDG & SAFETY VEHICLE MAINTENANCE: STREET N VEHICLE MAINTENANCE: STREET N 503810 1/12/2023 005075 PRUDENTIAL OVERALL SUPPLY UNIFORM SVCS: STREET MAINT: PW FLOOR MATS/TOWEL RENTALS: LIB UNIFORM SVCS: STREET MAINT: Pb UNIFORM SVCS: PARKS MAINT: PW FLOOR MATS/TOWEL RENTALS: THI FLOOR MATS/TOWEL RENTALS: CR FLOOR MATS/TOWEL RENTALS: TVI FLOOR MATS/TOWEL RENTALS: IW- FLOOR MATS/TOWEL RENTALS: MP UNIFORM SVCS: PARK MAINT: PW UNIFORM SVCS: STREET MAINT: Pb UNIFORM SVCS: PARKS MAINT: PW UNIFORM SVCS: PARK MAINT: PW FLOOR MATS/TOWEL RENTALS: TC( FLOOR MATS/ TOWEL RENTALS: LIE FLOOR MATS/TOWEL RENTALS: CIS FLOOR MATS/TOWEL RENTALS: FO, FLOOR MATS/TOWEL RENTALS: MU UNIFORM SVCS: STREET MAINT: Pb UNIFORM SERVICES: STREET MAIN UNIFORM SVCS: PARKS MAINT: PW 503811 1/12/2023 020429 REMOTE SATELLITE SYSTEMS NOV '22 SAT PH AIRTIME/JAN FEE INTL EOC 503812 1/12/2023 002412 RICHARDS WATSON AND GERSHON NOV 2022 LEGAL SERVICES NOV 2022 LEGAL SERVICES NOV 2022 LEGAL SERVICES NOV 2022 LEGAL SERVICES NOV 2022 LEGAL SERVICES NOV 2022 LEGAL SERVICES NOV 2022 LEGAL SERVICES Amount Paid Check Total 50.66 224.30 986.59 69.09 69.09 932.89 46.32 248.40 745.19 92.51 245.06 853.59 liiEW11 19.88 10.02 63.29 9.89 10.07 12.74 22.73 24.52 54.89 47.93 4.62 63.23 14.32 19.88 101.94 10.28 12.74 41.99 43.31 65.54 295.00 694.00 177.00 973.50 3,764.39 236.00 59.00 3,510.50 4,563.69 668.72 295.00 9,414.39 Page:6 apChkLst Final Check List Page: 7 01/11/2023 1:09:30PM CITY OF TEMECULA Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 503813 1/12/2023 004274 SAFE AND SECURE LOCKSMITH SVCS: CIVIC CTR 69.33 LOCKSMITH SRVC LOCKSMITH SERVICES: TVE2 319.50 LOCKSMITH SVCS: LIBRARY 607.92 LOCKSMITH SVCS: CIVIC CTR 57.09 1,053.84 503814 1/12/2023 009213 SHERRY BERRY MUSIC JAZZ @ THE MERC 12/22 745.00 JAZZ @ THE MERC 12/29/22 785.00 1,530.00 503815 1/12/2023 009746 SIGNS BY TOMORROW SIGN POSTING SVCS: PA21-1525: 855.00 PLNG SIGN POSTING SVCS: PA22-0858: PI 641.25 SIGN POSTING SVCS: PA21-0128: PI 1,068.75 2,565.00 503816 1/12/2023 013482 SILVERMAN ENTERPRISES SECURITY: CHRISTMAS: TCSD 363.20 INC, DBA BAS SECURITY 12/5-12/24 SECURITY: ROTATING PA 4,689.00 5,052.20 503817 1/12/2023 000645 SMARTAND FINAL INC RFRSHMNTS: EVENTS: MPSC: TCSD 346.90 346.90 503818 1/12/2023 014783 SOFTRESOURCES, LLC CONSULTING SVCS: MUNIS: FINANCE 693.75 693.75 503819 1/12/2023 006221 SOUTH BAY FOUNDRY INC. MISC PARTS: CATCH BASINS: PW 1,287.06 1,287.06 503820 1/12/2023 002366 STEAM SUPERIOR CARPET CARPET CLEANING SVCS: FIRE STA 73 720.00 CLEANING CARPET CLEANING: TPL 415.00 1,135.00 503821 1/12/2023 006145 STENO SOLUTIONS TRANSCRIPTION SVCS: TEM SHERIFF 51.48 51.48 TRANSCRIPTION, SRVCS INC 503822 1/12/2023 001546 STRAIGHT LINE GLASS AND MIRROR/INSTALL AT FOC - PUBLIC 1,286.25 1,286.25 MIRROR, COMPANY INC WORKS 503823 1/12/2023 016311 TIERCE, NICHOLAS GRAPHIC DESIGN SVCS: THEATER 3,780.00 3,780.00 503824 1/12/2023 021603 TITAN RENTALS GROUP INC, RENTALS: SPECIAL EVENTS: TCSD 1,256.96 TITAN TENT & EVENT RENTAL RENTALS: SPECIAL EVENTS: TCSD 7,210.00 RENTALS: SPECIAL EVENTS: TCSD 6,466.71 14,933.67 503825 1/12/2023 021580 TOWNSEND PUBLIC AFFAIRS JAN CONSULTING SVCS: CITY CLERK 6,000.00 INC STATE LEGIS CONSULTING & GRAN 6,000.00 12,000.00 503826 1/12/2023 007766 UNDERGROUND SERVICE DEC DIG SAFE BRD BILLABLE TIX: PW 298.75 298.75 ALERT, OF SOUTHERN CALIFORNIA 503827 1/12/2023 008977 VALLEY EVENTS INC RENTALS/FACE PAINTING: SPEC 785.00 785.00 EVENTS Page:7 apChkLst Final Check List Page: 8 01/11/2023 1:09:30PM CITY OF TEMECULA Bank: eunion EFT UNION BANK Check # Date Vendor 503828 1/12/2023 020275 WALLACE & ASSOC CONSULTING LLC, ANSER ADVISORY MNGMT LLC (Continued) Description Amount Paid Check Total CONST INSP SVC: CITYWIDE SLURRY 17,112.00 SEAL CONSTRUCTION INSP SVCS: PW21• 414.00 AUG CONST MGMT SVCS: CRC: PW 2,819.00 NOV CONST MGMT SVCS: CRC: PW 9,274.00 Grand total for EFT UNION BANK: 29,619.00 1,130,171.72 Page:8 apChkLst Final Check List Page: 9 01/11/2023 1:09:30PM CITY OF TEMECULA 65 checks in this report. Grand Total All Checks: 1,130,171.72 Page:9 apChkLst Final Check List Page: 1 01/12/2023 3:32:28PM CITY OF TEMECULA Bank: union UNION BANK Check # Date Vendor Description Amount Paid Check Total 14635 1/5/2023 000194 1 C M A RETIREMENT -PLAN ICMA-RC RETIREMENT TRUST 457 20,293.22 20,293.22 303355 PAYMENT 14636 1/5/2023 000444 INSTATAX (EDD) STATE TAX PAYMENT 37,827.20 37,827.20 14660 12/1/2022 014685 COMPASS BANK '11 REFUNDING 01/08 CERT PART 401,217.70 401,217.70 DEBT SVC 211078 1/12/2023 021212 AGUILERA, JUAN R MINI CERAMIC TILES: SISTER CITY 250.00 250.00 211079 1/12/2023 003951 ALL AMERICAN ASPHALT CONSTRUCTION CONTRACT SVCS: 1,408,574.64 PAVMT REHAB CONSTRUCTION CONTRACT SVCS: 575,871.00 CONSTRUCTION CONTRACT SVCS: 75,477.50 2,059,923.14 211080 1/12/2023 010905 ALLIED TRAFFIC & LIGHT TOWER RENTALS: TCSD 460.00 460.00 EQUIPMENT, RENTALS INC 211081 1/12/2023 006915 ALLIES PARTY EQUIPMENT, RENTAL EQUIP: HOLIDAY 397.85 397.85 RENTAL INC CELEBRATION: TCSD 211082 1/12/2023 000101 APPLE ONE INC DEC TEMP HELP: FINANCE 21,167.33 21,167.33 211083 1/12/2023 022888 ARAMARK SERVICES INC, DBA RFRSHMNT SVCS: FOC: PW 220.00 ARAMARK REFRESHMENT RFRSHMNT SVCS: CITY HALL: PW 83.93 RFRSHMNT SVCS: FOC: PW 73.07 377.00 211084 1/12/2023 011954 BAKER AND TAYLOR INC BOOK COLLECTIONS RHRTPL: TCSD 333.42 BOOK COLLECTIONS: RHRTPL: TCS 68.79 BOOK COLLECTIONS: RHRTPL: TCS 43.36 BOOK COLLECTIONS RHRTPL: TCSI 29.07 BOOK COLLECTIONS RHRTPL: TCSI 24.12 BOOK COLLECTIONS: RHRTPL: TCS 11.44 510.20 211085 1/12/2023 011421 BRODART CO BOOK COLLECTIONS: RHRTPL: TCSD 352.07 BOOK COLLECTIONS: RHRTPL: TCS 115.45 BOOK COLLECTIONS: RHRTPL: TCS 101.44 BOOK COLLECTIONS: RHRTPL: TCS 70.19 BOOK COLLECTIONS: RHRTPL: TCS 29.47 BOOK COLLECTIONS: RHRTPL: TCS 25.70 694.32 211086 1/12/2023 016446 CHRISTIAN STITCHERY INC, UNIFORMS: STAFF AQUATICS: TCSD 848.47 848.47 DBA SO CAL IMPRESSIONS Page:1 apChkLst Final Check List Page: 2 01/12/2023 3:32:28PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 211087 1/12/2023 005417 CINTAS PROTECTION NO 2, FIRST AID KIT MAINT: RISK MGMT 35.24 CINTAS FIRE 636525 FIRST AID KIT MAINT: RISK MGMT 35.24 FIRST AID KIT MAINT: RISK MGMT 35.24 FIRST AID KIT MAINT: RISK MGMT 313.85 FIRST AID KIT MAINT: RISK MGMT 184.51 FIRST AID KIT MAINT: RISK MGMT 135.77 FIRST AID KIT MAINT: RISK MGMT 121.33 FIRST AID KIT MAINT: RISK MGMT 83.51 944.69 211088 1/12/2023 001264 COSTCO TEMECULA 491 MISC SUPPLIES: THEATER: TCSD 301.34 MISC OFC SUPPLIES: THEATER 253.26 554.60 211089 1/12/2023 020491 CT&T CONCRETE PAVING INC GENERATOR ENCLOSURE WALL: 52,050.00 52,050.00 MPSC 211090 1/12/2023 000164 ESGIL LLC AUG PLAN CK SVCS: COMDEV 52,033.80 52,033.80 211091 1/12/2023 009097 FULL COMPASS SYSTEMS SOUND/LIGHTING SUPPLIES: 76.34 76.34 THEATER 211092 1/12/2023 016184 FUN EXPRESS LLC MISC SUPPLIES: HUMAN SVCS: TCSD 768.69 768.69 211093 1/12/2023 022934 GILLMORE, LAUREN BROOKE TCSD INSTRUCTOR EARNINGS 54.60 TCSD INSTRUCTOR EARNINGS 54.60 TCSD INSTRUCTOR EARNINGS 48.30 157.50 211094 1/12/2023 019177 GOSCH FORD TEMECULA VEHICLE PURCHASE: PUBLIC WORKS 30,433.69 VEHICLE PURCHASE: PUBLIC WORI 30,433.69 VEHICLE PURCHASE: PUBLIC WORI 30,433.69 VEHICLE PURCHASE: PUBLIC WORI 30,433.69 121,734.76 211095 1/12/2023 019177 GOSCH FORD TEMECULA VEHICLE MAINT: TCSD 1,237.00 1,237.00 211096 1/12/2023 023150 INTERFLEX PAYMENT LLC FSA REIMBURSEMENT PAYMENT 25,168.20 25,168.20 211097 1/12/2023 021896 JP HANDMADE CORP, DBA BUSINESS CARDS: TCSD 163.64 163.64 MINUTEMAN PRESS 211098 1/12/2023 017118 KRACH BREE B, DBA TROPHIES/AWARDS/PLAQUES: TCSD 65.25 65.25 TEMECULA TROPHY & DES 211099 1/12/2023 019691 L C PAVING AND SEALING INC CONST CONTRACT SVCS: CONCRETE 201,049.84 201,049.84 REPAIRS 211100 1/12/2023 015953 LLOYDS DESIGNS NOV & DEC 2022 DESIGN SVCS: TCSD 2,000.00 2,000.00 Paget apChkLst 01/12/2023 3:32:28PM Final Check List CITY OF TEMECULA Page: 3 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 211101 1/12/2023 023178 MAGANA-SOTO, JENNIE REFUND: SUPER CAMPS: TCSD 31.63 31.63 211102 1/12/2023 013418 PENWORTHY COMPANY, THE MISC BOOKS: RHRTPL:TCSD 912.54 912.54 211103 1/12/2023 014027 RIVERSIDE CO ECO DEV STAFFING: LIBRARY 34,580.00 34,580.00 AGENCY, LIBRARY DIV 211104 1/12/2023 000406 RIVERSIDE CO SHERIFFS 10/20-11/16 LAW ENFORCEMENT 2,678,773.00 2,678,773.00 DEPT 211105 1/12/2023 017699 SARNOWSKI SHAWNA M PHOTOGRAPHY SVCS: HIGH HOPES 225.00 PRESTON EVENT PHOTOGRAPHY SVCS: HOLIDAY EV 225.00 PHOTOGRAPHY SVCS: ICE RING 12 225.00 PHOTOGRAPHY SVCS: HOLIDAY EV 200.00 PHOTOGRAPHY SVCS: RIBBON CUB 150.00 1,025.00 211106 1/12/2023 022929 SCP DISTRIBUTORS LLC, DBA MISC POOL SUPPLIES: AQUATICS: PW 488.76 LINCOLN AQUATICS MISC POOL SUPPLIES: AQUATICS 296.23 MISC POOL SUPPLIES: AQUATICS: 1 220.98 MISC POOL SUPPLIES: AQUATICS: 1 165.74 1,171.71 211107 1/12/2023 015364 SEASIDE ICE LLC, DBA ICE SKATING RINK IN OLD TOWN: TCSD 18,577.50 18,577.50 AMERICA 211108 1/12/2023 015873 SESAC BROADCAST MUSIC LIC FEE: OLD 2,618.00 2,618.00 TOWN: TCSD 211109 1/12/2023 000519 SOUTH COUNTY PEST PEST CONTROL SVCS: CIVIC CENTER 94.00 CONTROL INC PEST CONTROL SVCS: TES POOL 59.00 PEST CONTROL SVCS: CHILDRENS 36.00 189.00 211110 1/12/2023 017162 STANDARD PACIFIC HOMES REFUND: LD14-2576: PW 30,000.00 30,000.00 211111 1/12/2023 008337 STAPLES BUSINESS CREDIT MISC OFC SUPPLIES: THEATER: TCSD 167.63 MISC SUPPLIES: RHRTPL: TCSD 140.53 MISC OFC SUPPLIES: TCSD 70.25 MISC OFC SUPPLIES: TCSD 54.78 MISC OFC SUPPLIES: TCSD 25.68 MISC OFC SUPPLIES: TCSD 13.09 471.96 211112 1/12/2023 003000 STATE WATER RESOURCE STORM WATER PERMIT: NPDES: PW 44,169.00 44,169.00 CONTROL, BOARD 211113 1/12/2023 021447 STATEWIDE TRAFFIC SAFETY, TRAFFIC EQUIPMENT: BOARDS: TCSD 6,400.00 6,400.00 AND SIGNS INC Page:3 apChkLst Final Check List Page: 4 01/12/2023 3:32:28PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 211114 1/12/2023 017814 STC TRAFFIC INC SMART GRANT: TRAFFIC: PW 25,000.00 25,000.00 211115 1/12/2023 022473 TAND G GLOBAL LLC, DBAST. OLD TOWN CHRISTMAS TREE: TCSD 11,087.50 NICK'S OLD TOWN CHRISTMAS TREE: TCSI 7,884.38 OLD TOWN CHRISTMAS TREE: TCSI 5,184.07 24,155.95 211116 1/12/2023 003941 TEMECULA WINNELSON PLUMBING SUPPLIES: THEATER 335.29 335.29 COMPANY 211117 1/12/2023 003941 TEMECULA WINNELSON PLUMBING SUPPLIES: CIVIC CTR 17.10 17.10 COMPANY 211118 1/12/2023 021031 EMPLOYEE #00563 REIMB: BUILDING & SAFETY 135.94 135.94 UNIFORMS 211119 1/12/2023 017163 TRI POINTE HOMES, INC. REFUND: DEPOSIT: CYPRESS RIDGE 41,213.96 41,213.96 EIR 211120 1/12/2023 019793 URBANE CAFE, TGH RFRSHMNTS: WORKFORCE PRGMS: 172.68 172.68 ENTERPRISES LLC TCSD 211121 1/12/2023 022692 VERSA PRODUCTS INC STAND UP DESKS & ACCESSORIES: 2,340.20 2,340.20 RISK 211122 1/12/2023 007987 WALMART MISC SUPPLIES: AQUATICS: TCSD 232.64 MISC SUPPLIES: CRC: TCSD 95.84 MISC SUPPLIES: AQUATICS: TCSD 37.93 366.41 211123 1/12/2023 001342 WAXIE SANITARY SUPPLY INC CLEANING SUPPLIES: VARIOUS 140.94 140.94 FACILITIES 211124 1/12/2023 022900 WESTERN SYSTEMS INC TRAFFIC EQUIPMENT: TRAFFIC: PW 30,597.43 30,597.43 211125 1/12/2023 018871 WONDER SCIENCE TCSD INSTRUCTOR EARNINGS 2,464.00 2,464.00 Grand total for UNION BANK: 5,947,829.98 Page:4 apChkLst Final Check List Page: 5 01/12/2023 3:32:28PM CITY OF TEMECULA 51 checks in this report. Grand Total All Checks: 5,947,829.98 Page:5 apChkLst Final Check List Page: 1 01/13/2023 12:55:10PM CITY OF TEMECULA Bank: union UNION BANK Check # Date Vendor Description Amount Paid Check Total 211126 1/13/2023 003552 AFLAC PREMIUM HOLDING, AFLAC ACCIDENT INDEMNITY 3,102.04 3,102.04 C/O BNB BANK LOCKBOX PAYMENT 211127 1/13/2023 003951 ALL AMERICAN ASPHALT ASPHALT SUPPLIES: PW STREET 945.00 MAINT ASPHALT SUPPLIES: PW STREET M 418.00 1,363.00 211128 1/13/2023 017795 ALTA LANGUAGE SERVICES LANGUAGE SVCS: HR 132.00 132.00 INC 211129 1/13/2023 002187 ANIMAL FRIENDS OF THE NOV ANIMAL CONTROL SVCS: 10,500.00 10,500.00 VALLEYS TEMECULA 211130 1/13/2023 000101 APPLE ONE INC DEC TEMP HELP: FIRE DEPT 4,777.14 4,777.14 211131 1/13/2023 021689 ASCENT ENVIRONMENTAL INC SEIR: TEM VLY HOSPITAL: PA22-0105 7,539.51 7,539.51 211132 1/13/2023 018185 BLUEBEAM INC BLUEBEAM SOFTWARE RENEWAL: 9,880.00 9,880.00 BLDG & SAFETY 211133 1/13/2023 001323 BLUETRITON BRANDS INC, WATER DLVRY SVCS: HARVESTON 14.85 DBA READYREFRESH PARK 11/23-12/22 WTR DLVRY SVCS: SKX 11.30 11/23-12/22 WATER DELIVERY SVCS -21.44 4.71 211134 1/13/2023 011348 BONCOR WATER SYSTEMS 01/05-02/01 WTR FILTER: FIRE STA 73 330.00 330.00 LLC, DBA SUNSHINE WATER SOFT 211135 1/13/2023 000154 C S M F O MEMBERSHIP: MGMT: FINANCE 125.00 125.00 211136 1/13/2023 003138 CAL MAT, DBA VULCAN ASPHALT SUPPLIES: STREET MAINT: 1,257.11 MATERIALS CO PW ASPHALT SUPPLIES: PW STREET M 588.04 ASPHALT SUPPLIES: PW STREET M 446.16 ASPHALT SUPPLIES: STREET MAIN- 398.87 ASPHALT SUPPLIES: STREET MAIN- 209.70 ASPHALT SUPPLIES: STREET MAIN- 205.84 ASPHALT SUPPLIES: STREET MAIN- 203.91 3,309.63 211137 1/13/2023 005321 CALIF ASSOC OF CODE, REGIST: WEBINAR: CODE 36.00 36.00 ENFORCEMENT OFFICERS ENFORCEMENT 211138 1/13/2023 022516 CALIF EMERGENCY SERVICES MEMBERSHIP RENEWAL: EOC 75.00 75.00 ASSOC Page:1 apChkLst Final Check List Page: 2 01/13/2023 12:55:10PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 211139 1/13/2023 021851 CALIF NEWSPAPERS LEGAL PUBLICATIONS: CITY CLERK 1,635.90 1,635.90 PARTNERSHIP, DBA SO CALIF NEWS GROUP 211140 1/13/2023 023174 CALIF ROBBERY REGIST: TRAINING CONF: POLICE 375.00 INVESTIGATORS, ASSOCIATION DBA CRIA REGIST: TRAINING CONF: POLICE 375.00 750.00 211141 1/13/2023 018828 CASC ENGINEERING AND, NOV COMM ERCIAL/IND'L 2,897.50 CONSULTING INC INSPECTIONS: NPDES ENG SVCS: CATCH BASIN DEVICE A 195.00 3,092.50 211142 1/13/2023 022930 CCS SAN DIEGO JANITORIAL DEC JANITORIAL SVCS: OTSF POLICE 616.04 616.04 INC, DBACCS FACILITY SERVICES 211143 1/13/2023 009640 CERTIFION CORP DBA DEC ONLINE DATABASE SUBSCR: 200.00 200.00 ENTERSECT POLICE 211144 1/13/2023 023158 COMMERCIAL CLEANING BY JANITORIAL SVCS: MALL SUBSTATION: 377.43 377.43 ROGERS, SERVICEMASTER TEM SH COMMERCIAL 211145 1/13/2023 011922 CORELOGIC INC, DBA NOV SOFTWARE SUBSCRIPTION: 317.50 317.50 CORELOGIC SOLUTIONS CODE ENF 211146 1/13/2023 014521 COSTAR REALTY JAN'23 WEB SUBSCRIPTION: ECO 1,296.00 1,296.00 INFORMATION INC DEV 211147 1/13/2023 022731 CRISP ENTERPRISES INC, DBA REPROGRAPHIC SVCS: CRC RENO 70.86 70.86 CRISP IMAGING 211148 1/13/2023 004194 D L T SOLUTIONS, LLC SUBSCRIPTION RENEWAL: INFO TECH 12,415.12 12,415.12 211149 1/13/2023 005766 DATA BUSINESS SYSTEMS INC 2022 TAX FORMS: FINANCE DEPT 285.09 285.09 211150 1/13/2023 012600 DAVID EVANS AND DSGN SVCS: MPSC OUTDOOR REC 5,896.00 ASSOCIATES INC AREA NOV DSGN SVCS: PICKLEBALL: PW 3,000.50 NOV DSGN SVCS: DIAZ RD PROJ: P 1,760.00 ENG DSGN SVCS: HOCKEY RINK: RI 1,021.38 11,677.88 211151 1/13/2023 002990 DAVID TURCH AND NOV FEDERAL LOBBYING SVCS: CITY 5,500.00 ASSOCIATES MGR DEC FEDERAL LOBBYING SVCS: Cl- 5,500.00 11,000.00 211152 1/13/2023 008943 DEPT OF GENERAL SERVICES APPEALS: CITY CLERK 6,074.00 6,074.00 (DGS) 211153 1/13/2023 000164 ESGIL LLC SEP PLAN CK SVCS: COMDEV 19,318.64 19,318.64 Paget apChkLst Final Check List Page: 3 01/13/2023 12:55:10PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 211154 1/13/2023 015330 FAIR HOUSING COUNCIL, OF NOV SUB -RECIPIENT: FAIR HOUSING 1,564.64 1,564.64 RIVERSIDE COUNTY INC SVCS 211155 1/13/2023 000165 FEDERAL EXPRESS INC EXPRESS MAIL SVCS: COMDEV 61.52 EXPRESS MAIL SVCS: COMDEV 8.74 EXPRESS MAIL SVCS: CIP: PW16-01 6.82 77.08 211156 1/13/2023 002982 FRANCHISE TAX BOARD SUPPORT PAYMENT 50.00 50.00 211157 1/13/2023 019721 GOVCONNECTION INC LAPTOP REPLACEMENT: EOC 9,675.97 CREATIVE CLOUD LICENSE: INFO T 5,652.00 15,327.97 211158 1/13/2023 000186 HANKS HARDWARE INC MISC MAINT SUPPLIES: STREETS: PW 459.46 MISC MAINT SUPPLIES: CODE ENF( 158.82 618.28 211159 1/13/2023 013749 HELIXSTORM INC IT INFRASTRUCTURE SUPPORT: INFO 18,000.00 TECH IT INFRASTRUCTURE SUPPORT: IT 10,006.25 IT INFRASTRUCTURE SUPPORT: IT 675.00 28,681.25 211160 1/13/2023 020698 HICKS AND HARTWICK INC ENG PLAN CK SVCS: LAND DEV: 1,260.00 1,260.00 PRADO 211161 1/13/2023 000863 1 P M A (INT'L PUBLIC MGMT, CERTIFICATION FEE: HR 200.00 200.00 ASSOC FOR HR) 211162 1/13/2023 021295 INLAND EMPIRE FILM SVCS CITY OF TEM FILM SVCS CONTRACT: 6,000.00 6,000.00 INC 2022-202 211163 1/13/2023 006924 INTL MUNICIPAL SIGNAL CERT RENEWAL: D BELLEVILLE, J 20.00 20.00 ASSOC, IMSA BEARDSHEAR 211164 1/13/2023 021896 JP HANDMADE CORP, DBA BUSINESS CARDS: PLANNING 861.35 MINUTEMAN PRESS BUSINESS CARDS: CITY MANAGER 415.12 PRINTED ENVELOPES: CITY CLERK 182.14 1,458.61 211165 1/13/2023 001091 KEYSER MARSTON RENDEZVOUS FISCAL IMPACT 2,120.60 2,120.60 ASSOCIATES INC ANALYSIS 211166 1/13/2023 019691 L C PAVING AND SEALING INC RET REL: CNTRCT SVCS:SIDEWALKS: 8,680.90 8,680.90 DLR 211167 1/13/2023 003782 MAIN STREET SIGNS, DBA VARIOUS SIGNS & SUPPLIES: PW 1,396.92 ATHACO INC PARKS VARIOUS SIGNS & SUPPLIES: STRE 136.53 1,533.45 211168 1/13/2023 003076 MET LIFE INSURANCE DENTAL PAYMENT 13,578.18 13,578.18 COMPANY Page:3 apChkLst Final Check List Page: 4 01/13/2023 12:55:10PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 211169 1/13/2023 000973 MIRACLE RECREATION MISC PLAYGROUND PARTS: PARKS 2,790.80 2,790.80 EQUIPMENT 211170 1/13/2023 017861 MYTHOS TECHNOLOGY INC JAN-MAR MONITORING SVCS: TVE2 450.00 450.00 211171 1/13/2023 022585 NORMAN A. TRAUB & WORKPLACE INVESTIGATION SVCS: 7,177.50 ASSOCIATES, LLC HR WORKPLACE INVESTIGATION SVCS 6,281.89 13,459.39 211172 1/13/2023 003964 OFFICE DEPOT BUSINESS SVS MISC OFC SUPPLIES: LAND DEV: PW 60.83 DIV MISC OFC SUPPLIES: LAND DEV: P\ 43.45 MISC OFC SUPPLIES: LAND DEV: P\ 36.20 140.48 211173 1/13/2023 005820 PRE -PAID LEGAL SERVICES PREPAID LEGAL SERVICES PAYMENT 234.90 234.90 INC, DBA LEGALSHIELD 211174 1/13/2023 020127 QUINN COMPANY GENERATOR MAINT: STREETS: PW 908.14 908.14 211175 1/13/2023 002176 RANCHO CALIF BUS PKASSOC JAN-MAR'23 BUS PKASSN DUE: DIAZ 1,843.17 1,843.17 RD 211176 1/13/2023 000907 RANCHO TEMECULA CAR AUG CAR WASH SVCS: POLICE 49.98 WASH DEC CAR WASH SVCS: POLICE 14.00 63.98 211177 1/13/2023 011853 RANCON COMMERCE CNTR JAN- MAR'23 BUS PKASSN DUE: STA 510.71 PH2,3&4 73 JAN-MAR'23 BUS PKASSN DUE: O\� 249.03 JAN-MAR' 22 BUS PKASSN DUE: & 177.27 937.01 211178 1/13/2023 023114 RED HAWK SERVICES, DBA CONSTRUCTION SVCS: SANTA 10,717.07 10,717.07 RED HAWK FENCE GERTRUDIS: PW 211179 1/13/2023 022494 REVZILLA MOTORSPORTS LLC, BOOTS: TEM SHERIFF 320.55 320.55 DBA REVZILLA.COM 211180 1/13/2023 000411 RIVERSIDE CO FLOOD 10/22 CHARGES: S GERTRUDIS CRK 178.36 178.36 CONTROL AND, WATER CONSERVATION DIST 211181 1/13/2023 000406 RIVERSIDE CO SHERIFFS 10/1-12/31 TOWING SVCS: POLICE 1,300.00 1,300.00 DEPT 211182 1/13/2023 001365 RIVERSIDE, COUNTY OF, RENEW PERMIT: SNACK BAR: 156.00 156.00 ENVIRONMENTAL HEALTH SOMMERS BEND DEPT 211183 1/13/2023 001097 ROADLINE PRODUCTS INC TRAFFIC PAINT: STREET MAINT: PW 4,986.95 4,986.95 Page:4 apChkLst 01/13/2023 12:55:10PM Final Check List CITY OF TEMECULA Page: 5 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 211184 1/13/2023 023177 RUSSELL HOLCOMBE INC, DBA PHOTO SVCS: CITY MGR 325.00 325.00 METALOGRAPHY 211185 1/13/2023 017699 SARNOWSKI SHAWNA M PHOTOGRAPHY SVCS: EOQ 12/15 300.00 300.00 PRESTON 211186 1/13/2023 021309 SB&O INC DESIGN, ENVIRO & SURVEY SVS: 12,870.07 RRSP TRAILS 11/14-12/11 ENG: CITYWIDE SDWLK: 1,235.75 14,105.82 211187 1/13/2023 013695 SHRED -IT US JV LLC, DBA: MEDIA DESTRUCTION: INFO TECH 4,348.90 SHRED -IT USA LLC DOCUMENT SHRED SVCS: CITY CLE 251.35 DOCUMENT SHRED SVCS: CITY CLE 46.58 4,646.83 211188 1/13/2023 000519 SOUTH COUNTY PEST PEST CONTROL SVCS: KENT 94.00 CONTROL INC HIDERGART PK PEST CONTROL SVCS: BIRDSALL PI 70.00 PEST CONTROL SVCS: WOLF CREE 49.00 213.00 211189 1/13/2023 007762 STANDARD INSURANCE BASIC LIFE INSURANCE PAYMENT 10,960.75 10,960.75 COMPANY 211190 1/13/2023 012723 STANDARD INSURANCE VOLUNTARY SUPP LIFE INSURANCE 1,367.68 1,367.68 COMPANY PAYMENT 211191 1/13/2023 008337 STAPLES BUSINESS CREDIT MISC OFC SUPPLIES: MALL 357.92 357.92 STOREFRONT 211192 1/13/2023 008023 STATER BROTHERS MARKETS COMMUNITY PGM SUPPORT: FIRE STA 249.64 249.64 95 211193 1/13/2023 003599 T Y LIN INTERNATIONAL 10/1-12/6 CONSULT: FV PKWY/I-15: PH 11 4,734.93 4,734.93 211194 1/13/2023 001547 TEAMSTERS LOCAL 911 UNION MEMBERSHIP DUES PAYMENT 4,712.96 4,712.96 211195 1/13/2023 000306 TEMECULA VALLEY PIPE & IRRIGATION & PLUMBING SUPPLIES: 63.49 63.49 SUPPLY PARKS 211196 1/13/2023 019832 TRAUMA INTERVENTION TRAUMA INTERVENTION PROGRAM: 10,000.00 10,000.00 PRGMS OF, SW RIVERSIDE FIRE/PD COUNTY INC 211197 1/13/2023 014850 VALLEY PRINTING SERVICES, PRINTING SVCS: QMLP BROCHURES 81.56 81.56 INC. 211198 1/13/2023 023055 VAN OTTERLOO INC EMERGENCY EQUIP REPAIR: 2,710.28 STREETS: PW EMERGENCY EQUIP REPAIR: STREI 1,349.20 EMERGENCY EQUIP REPAIR: STREI 810.00 4,869.48 Page:5 apChkLst 01/13/2023 12:55:10PM Final Check List CITY OF TEMECULA Page: 6 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 211199 1/13/2023 022692 VERSA PRODUCTS INC ERGONOMIC SUPPLIES: HR 1,719.52 1,719.52 211200 1/13/2023 000339 WEST PUBLISHING DEC CLEAR SUBSCRIPTION: TEM 1,053.45 1,053.45 CORPORATION, SHERIFF DBA:THOMSON REUTERS 211201 1/13/2023 000341 WILLDAN ASSOCIATES INC TRAFFIC ENG SVCS: TRAFFIC SIG 193.50 193.50 INSTALL Grand total for UNION BANK: 289,914.28 Page:6 apChkLst Final Check List Page: 7 01/13/2023 12:55:10PM CITY OF TEMECULA 76 checks in this report. Grand Total All Checks: 289 914.28 Page:7 apChkLst Final Check List Page: 1 01/17/2023 1:50:53PM CITY OF TEMECULA Bank: union UNION BANK Check # Date Vendor 211202 1/17/2023 002982 FRANCHISE TAX BOARD Description SEP-DEC 330383649 2022 FORM 592 Amount Paid 469.00 Grand total for UNION BANK: Check Total 469.00 469.00 Page:1 apChkLst Final Check List Page: 2 01/17/2023 1:50:53PM CITY OF TEMECULA Bank: eunion EFT UNION BANK Check # Date Vendor Description Amount Paid Check Total 503829 1/19/2023 007282 AMAZON CAPITAL SERVICES MISC SUPPLIES: ACE PRGM: TCSD -25.02 INC MISC OFC SUPPLIES: PREV: FIRE 29.56 MISC SUPPLIES: FINANCE 274.35 MISC OFC SUPPLIES: PREV: FIRE 45.83 MISC SUPPLIES: POLICE 206.16 530.88 503830 1/19/2023 013950 AQUA CHILL OF SAN DIEGO JAN DRINKING WATER SVCS: TEM 62.53 62.53 SHERIFF 503831 1/19/2023 021400 AYERS ELECTRIC INC ELECTRICAL SVCS: PARKS: PW 600.00 ELECTRICAL SVCS: PARK & RIDE: P 3,700.00 4,300.00 503832 1/19/2023 004248 CALIF DEPT OF NOV FINGERPRINTING SVCS: HR 130.00 JUSTICE-ACCTING NOV FINGERPRINTING SVCS: PD 4,049.00 NOV BLOOD & ALCOHOL ANALYSIS: 840.00 NOV FINGERPRINTING SVCS: TCSD 147.00 5,166.00 503833 1/19/2023 004462 CDW LLC, DBACDW MICROSOFT ENT LICENSE 231,100.44 231,100.44 GOVERNMENT LLC RENEWALS: IT 503834 1/19/2023 022790 CLEARSTAR INC PRE -EMPLOYMENT SCREENINGS: HR 26.94 PRE -EMPLOYMENT SCREENINGS: F 606.91 633.85 503835 1/19/2023 021133 CNS ENGINEERS INC 9/24-12/2 ENG SVCS: OVRLND BR 45,377.77 45,377.77 PW 16-05 503836 1/19/2023 000442 COMPUTER ALERT SYSTEMS ALARM SYS MONITORING: CONVIS 211.42 211.42 503837 1/19/2023 010650 CRAFTSMEN PLUMBING & TENANT IMPROVEMENTS: PD 98,446.00 HVAC INC STOREFRONT PLUMBING SVCS: PBSP: PARKS 977.00 99,423.00 503838 1/19/2023 020648 DG INVESTMENT HOLDINGS 2 OLD TOWN SURVEILLANCE & SOUND 177,617.00 177,617.00 INC, CONVERGINT PROJECT: I TECHNOLOGIES 503839 1/19/2023 004192 DOWNS ENERGY FUEL FUEL FOR CITY VEHICLES: POLICE 218.67 DEPT FUEL FOR CITY VEHICLES: FIRE DE 205.17 423.84 503840 1/19/2023 021365 GEORGE HILLS COMPANY INC Claims Administration 2,236.80 NOV CLAIMS ADMINISTRATION: HR 1,551.20 3,788.00 503841 1/19/2023 001135 HEALTHPOINTE MEDICAL MEDICAL SCREENINGS: HR 293.00 293.00 GROUP INC, DBA: FIRST CARE INDUSTRIA 503842 1/19/2023 006914 INNOVATIVE DOCUMENT PLOTTER REPLACEMENT: CENTRAL 12,963.54 12,963.54 SOLUTIONS SVCS Paget apChkLst Final Check List Page: 3 01/17/2023 1:50:53PM CITY OF TEMECULA Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 503843 1/19/2023 019085 INTERPRETERS UNLIMITED PHONE INTERPRETER SVCS: TEM 210.00 210.00 INC SHERIFF 503844 1/19/2023 022599 NIEVES LANDSCAPE INC IRRIGATION REPAIRS: PALOMA DEL 393.46 SOL LDSCP IMPROV: SAM HICKS PARK 3,900.00 IRRIG REPAIRS: MARTINIQUE SLOP 312.73 IRRIGATION REPAIR: WOLF CREEK: 398.63 LANDSCAPE PLAN: CIVIC CTR: PW 335.00 IRRIGATION REPAIR: VAIL RANCH: F 226.51 IRRIGATION REPAIRS: VAIL RANCH: 518.86 IRRIGATION REPAIRS: PALOMA DEL 457.46 IRRIGATION REPAIRS: PALOMA DEL 354.67 IRRIGATION REPAIRS: HARVESTON 383.23 7,280.55 503845 1/19/2023 021121 OCCUPATIONAL HEALTH CTR Pre -Employment Screenings 35.00 35.00 OF CA, DBA CONCENTRA MEDICAL CTR 503846 1/19/2023 005075 PRUDENTIAL OVERALL FLOOR MATS/TOWEL RENTALS: FOC 10.28 10.28 SUPPLY 503847 1/19/2023 020429 REMOTE SATELLITE SYSTEMS DEC '22 SAT PH AIRTIME/DEC FEE: 349.15 349.15 INTL EOC 503848 1/19/2023 021651 EMPLOYEE #00590 REIMB: CAPPO CONF: FINANCE 370.33 370.33 503849 1/19/2023 017549 ROSEN AND ROSEN SAFETY JACKETS: CIP: PW 346.20 346.20 INDUSTRIES INC, DBA RAND R INDUSTRIES 503850 1/19/2023 021603 TITAN RENTALS GROUP INC, RENTALS: SPECIAL EVENTS: TCSD 2,218.51 2,218.51 TITAN TENT & EVENT RENTAL 503851 1/19/2023 014866 TWM ROOFING, INC PREVENTIVE ROOF MAINT: FIRE STA 2,680.00 92 PREVENTIVE ROOF MAINT: FIRE S1 2,790.00 ROOF MAINTENANCE: FIRE STA 84 2,890.00 ROOF MAINTENANCE: FIRE STA 84 3,470.00 11,830.00 503852 1/19/2023 009101 VISION ONE INC, DBA DEC SHOWARE TICKETING SVCS: 5,647.00 5,647.00 ACCESSO THEATER Grand total for EFT UNION BANK: 610,188.29 Page:3 apChkLst Final Check List Page: 4 01/17/2023 1:50:53PM CITY OF TEMECULA 25 checks in this report. Grand Total All Checks: 610,657.29 Page:4 apChkLst Final Check List Page: 1 01/19/2023 3:21:26PM CITY OF TEMECULA Bank: union UNION BANK Check # Date Vendor Description 14501 11/9/2022 006887 UNION BANK OF CALIFORNIA 019592 URBAN CAFE RFRSHMNTS: PLANNING COMMISSION MTG 000747 AMERICAN PLANNING REGISTRATION: CONFERENCE: ASSOCIATION PLANNING 020536 WALL STREET JOURNAL ONLINE MBRSHP SUBSCRIPTION: PLANNING 020370 BEENVERIFIED.COM DIGITAL SBSCPTN: CODE ENFORCEMENT 017127 ASSOCIATION OF PUBLICATION: CEQA BOOKS: ENVIRONMENTAL PLANNING 017932 MENIFEE VALLEY CHAMBER REGIST FEE: STATE OF THE CITY: OF, COMMERCE PLANNING 013703 LAKE ELSINORE VALLEY REGIST FEE: STATE OF THE CITY: CHAMBER, OF COMMERCE PLANNING 14553 11/8/2022 010276 TIME WARNER CABLE NOV INTERNET SVCS: STA 92: 32211 WOLF VA 14584 12/29/2022 000246 PERS (EMPLOYEES' PERS RETIREMENT PAYMENT RETIREMENT) 14588 12/8/2022 003452 COMMONWEALTH LAND TITLE TITLE REPORT: APN 922-053-021-2 CO 14589 12/9/2022 006887 UNION BANK OF CALIFORNIA 006952 PAYPAL VERISIGN PAYFLOW PRO TRANSACTION: FIN 14590 12/9/2022 006887 UNION BANK OF CALIFORNIA 022794 PRESIDENT'S VOLUNTEER, SERVICE AWARD 14591 12/9/2022 006887 UNION BANK OF CALIFORNIA 014100 GODS FAN CLUB, DBA PROJECT TOUCH 14594 12/9/2022 006887 UNION BANK OF CALIFORNIA 022884 BOARD AND BREW 023168 PAPA FETA REGIST: TEM CITIZEN AWARDS: ECO DEV REGIST FEE: PROJECT TOUCH FUNDRAISER RFRSHMNTS: PLANNING COMM MTG 10/18 RFRSHMNTS: PLANNING COMM MTG 10/19 Amount Paid 179.87 525.00 190.99 52.45 41.03 65.00 75.00 199.40 141,658.84 3,757.00 25.00 61.88 135.00 303.63 363.88 Check Total 1,129.34 199.40 141,658.84 3,757.00 25.00 61.88 135.00 667.51 Page:1 apChkLst Final Check List Page: 2 01/19/2023 3:21:26PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 14596 12/9/2022 006887 UNION BANK OF CALIFORNIA 007220 GAYLORD OPRYLAND HOTEL LODGING: ARMA CONF: CITY CLERK 603.20 000254 PRESS ENTERPRISE ONLINE SUBSCRIPTION: CITY CLERK 14.00 COMPANY INC 019360 BUSHFIRE KITCHEN RFRSHMNTS: CITY COUNCIL MTG 348.62 10/25 001104 A R M A MEMBERSHIP: CITY CLERK 175.00 1,140.82 14597 12/9/2022 006887 UNION BANK OF CALIFORNIA 023141 CRUMBL RFRSHMNNTS: MEETING: WSP 75.75 012550 MARRIOTT, COURTYARD BY LODGING: CALPERS CONF: HR 493.56 MARRIOTT 004905 LIEBERT, CASSIDYAND WEBINAR: HR 100.00 WHITMORE 004905 LIEBERT, CASSIDYAND WEBINAR: HR 75.00 WHITMORE 012550 MARRIOTT, COURTYARD BY LODGING: CALPERS CONF: HR 28.00 MARRIOTT 011321 LABOR LAW CENTER LLC LABOR LAW POSTERS: HR 1,186.64 1,958.95 14600 12/9/2022 006887 UNION BANK OF CALIFORNIA 001264 COSTCO TEMECULA 491 RFRSHMNTS: CITY COUNCIL 21.14 MEETINGS 017444 PINPROSPLUS PINS: PECHANGA PU'ESKA HOLIDAY 963.53 021478 DISCOUNTMUGS.COM PROMO ITEMS: PECHANGA PU'ESKA 1,100.12 EVENT 021535 BATTER UP BAKERY PROMO ITEMS: PECHANGA PU'ESKA 420.00 TEMECULA EVENT 019070 BECKY'S BAKESHOP PROMO ITEMS: PECHANGA PU'ESKA 320.00 EVENT 001264 COSTCO TEMECULA 491 RFRSHMNTS: CITY COUNCIL 61.98 MEETINGS 001264 COSTCO TEMECULA 491 RFRSHMNTS: PECHANGA PU'ESKA 104.13 EVENT 014100 GODS FAN CLUB, DBA REGIST FEE: PROJECT TOUCH 135.00 PROJECT TOUCH FUNDRAISER 001264 COSTCO TEMECULA 491 RFRSHMNTS: CITY COUNCIL -21.14 MEETINGS 001264 COSTCO TEMECULA 491 RFRSHMNTS: CITY COUNCIL 77.22 3,181.98 MEETINGS Paget apChkLst Final Check List Page: 3 01/19/2023 3:21:26PM CITY OF TEMECULA Bank: union UNION BANK Check # Date Vendor 14601 12/9/2022 006887 UNION BANK OF CALIFORNIA 000152 CALIF PARKS AND RECREATION SOC, C P R S 000152 CALIF PARKS AND RECREATION SOC, C P R S 000152 CALIF PARKS AND RECREATION SOC, C P R S (Continued) Description MEMBERSHIP RENEWAL: RC: CRC MEMBERSHIP RENEWAL: BS: CRC MEMBERSHIP RENEWAL: KT: TCSD 021177 NOTHING BUNDT CAKES RFRSHMNTS: HRAPPRECIATION 016883 MUNICIPAL MANAGEMENT, REGISTRATION: 2022 CONFERENCE: ASSOCIATION OF SO CALIF TCSD 012085 ISTOCK INT'L INC. SUBSCRIPTION: PROMO IMAGES: TCSD 023164 PIZZA FACTORY RFRSHMNTS: HALLOWEEN CARNIVAL EVENT 000152 CALIF PARKS AND MEMBERSHIP RENEWAL: DA: SPEC RECREATION SOC, C P R S EVENTS 000152 CALIF PARKS AND MEMBERSHIP RENEWAL: WA: SPEC RECREATION SOC, C P R S EVENTS 000152 CALIF PARKS AND MEMBERSHIP RENEWAL: TC: SPEC RECREATION SOC, C P R S EVENTS 023165 R J KERN REGISTRATION: WEBINAR: TVM 018925 MEMORABLE BITES LLC, DBA RFRSHMNTS: VETERANS DAY EVENT FIREHOUSE SUBS 020249 LAUND3R.COM LLC LAUNDRY SVC: LINENS: TVM 006952 PAYPAL VERISIGN PAYFLOW PRO 017201 STATE FOODSAFETY. COM 000152 CALIF PARKS AND RECREATION SOC, C P R S 000152 CALIF PARKS AND RECREATION SOC, C P R S 000152 CALIF PARKS AND RECREATION SOC, C P R S 000152 CALIF PARKS AND RECREATION SOC, C P R S 000152 CALIF PARKS AND RECREATION SOC, C P R S 000152 CALIF PARKS AND RECREATION SOC, C P R S 000152 CALIF PARKS AND RECREATION SOC, C P R S 000152 CALIF PARKS AND RECREATION SOC, C P R S 000152 CALIF PARKS AND RECREATION SOC, C P R S TRANSACTION: TCSD FOOD HANDLERS TRAINING: CRC: TCSD MEMBERSHIP RENEWAL: JM: TCSD MEMBERSHIP RENEWAL: SR: SPORTS: TCSD MEMBERSHIP RENEWAL: AF: SPORTS: TCSD MEMBERSHIP RENEWAL: MD: SPORTS: TCSD REGISTRATION: CONFERENCE: DA: TCSD REGISTRATION: CONFERENCE: WA: TCSD REGISTRATION: CONFERENCE: TC: TCSD REGISTRATION: CONFERENCE: RC: CRC REGISTRATION: CONFERENCE: RC: CRC Amount Paid 145.00 145.00 145.00 26.00 565.00 120.00 354.84 145.00 145.00 145.00 75.00 1,957.64 85.70 242.10 54.00 145.00 145.00 145.00 145.00 465.00 465.00 465.00 465.00 465.00 Check Total Page:3 apChkLst Final Check List Page: 4 01/19/2023 3:21:26PM CITY OF TEMECULA Bank: union UNION BANK Check # Date Vendor 000254 PRESS ENTERPRISE COMPANY INC 000152 CALIF PARKS AND RECREATION SOC, C P R S 000152 CALIF PARKS AND RECREATION SOC, C P R S 000152 CALIF PARKS AND RECREATION SOC, C P R S 000152 CALIF PARKS AND RECREATION SOC, C P R S 000152 CALIF PARKS AND RECREATION SOC, C P R S 000152 CALIF PARKS AND RECREATION SOC, C P R S 000152 CALIF PARKS AND RECREATION SOC, C P R S 000152 CALIF PARKS AND RECREATION SOC, C P R S 022560 UBER 020792 CANVA.COM 000152 CALIF PARKS AND RECREATION SOC, C P R S 000152 CALIF PARKS AND RECREATION SOC, C P R S 020886 NETFLIX.COM 14613 12/30/2022 000262 RANCHO CALIF WATER DISTRICT 14627 12/5/2022 010276 TIME WARNER CABLE 14628 12/5/2022 010276 TIME WARNER CABLE 14629 12/5/2022 010276 TIME WARNER CABLE 14631 11/29/2022 001212 SO CALIF GAS COMPANY 14633 1/5/2023 010349 CALIF DEPT OF CHILD SUPPORT 14634 1/5/2023 021301 1 C M A RETIREMENT -PLAN 106474 (Continued) Description ONLINE SUBSCRIPTION: TCSD REGISTRATION: CONFERENCE: SR: SPORTS REGISTRATION: CONFERENCE: AF: SPORTS REGISTRATION: CONFERENCE: MD: SPORTS REGISTRATION: CONFERENCE: BB: TCSD REGISTRATION: CONFERENCE: JL: TCSD REGISTRATION: CONFERENCE: KT: TCSD REGISTRATION: CONFERENCE: MM: TCSD REGISTRATION: CONFERENCE: LC: TCSD TRANSP:HOMESLESS OUTREACH MONTHLY SUBSCRIPTION: TCSD MEMBERSHIP RENEWAL: JL MEMBERSHIP RENEWAL: MM: TCSD MONTHLY SVC CHARGE: TEEN ROOM CRC VAR NOV WATER 3031158 NACKE DR OCT INTERNET SVCS: OTA: 32364 OVERLAND NOV INTERNET SVCS: 40820 WINCHESTER NOV INTERNET SVCS: 28300 MERCEDES OCT 055-475-6169-5:32380 DEER HOLLOW NOV 015-575-0195-2: 32211 WOLF W SUPPORT PAYMENT ICMA-401(A) RETIREMENT PLAN PAYMENT Amount Paid 18.00 465.00 465.00 465.00 465.00 465.00 465.00 465.00 465.00 39.96 119.99 145.00 145.00 9.99 13,020.03 119.99 600.91 600.91 14.30 290.88 138.92 384.62 Check Total 11,453.22 13.020.03 119.99 600.91 600.91 305.18 138.92 384.62 Page:4 apChkLst 01/19/2023 3:21:26PM Final Check List CITY OF TEMECULA Page: 5 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 14637 1/5/2023 000283 INSTATAX (IRS) FEDERAL TAX PAYMENT 113,928.03 113,928.03 14638 1/5/2023 001065 NATIONWIDE RETIREMENT NATIONWIDE RETIREMENT PAYMENT 14,693.66 14,693.66 SOLUTION 14639 1/5/2023 019088 NATIONWIDE RETIREMENT NATIONWIDE LOAN REPAYMENT 427.79 427.79 SOLUTION PAYMENT 14640 1/5/2023 000389 NATIONWIDE RETIREMENT OBRA- PROJECT RETIREMENT 2,544.30 2,544.30 SOLUTION PAYMENT 14641 1/5/2023 000245 PERS - HEALTH INSUR PERS HEALTH PAYMENT 178,252.28 PREMIUM PERS HEALTH PAYMENT 0.00 178,252.28 14643 1/10/2023 017432 EYEMED VISION CARE VISION PLAN PAYMENT 1,920.24 1,920.24 14644 1/5/2023 000444 INSTATAX (EDD) STATE TAX PAYMENT 101.46 101.46 14645 1/5/2023 000283 INSTATAX (IRS) FEDERAL TAX PAYMENT 319.81 319.81 14646 12/9/2022 001212 SO CALIF GAS COMPANY NOV 095-167-7907-2: 30650 PAUBA RD 293.02 293.02 14647 12/9/2022 001212 SO CALIF GAS COMPANY NOV 125-244-2108-3: 30600 PAUBA RD 293.02 293.02 14648 11/28/2022 001212 SO CALIF GAS COMPANY OCT 091-085-1632-0: 41951 MORAGA 314.88 314.88 RD 14649 12/12/2022 001212 SO CALIF GAS COMPANY NOV 133-040-7373-0: 43210 BUS PARK 20.28 20.28 DR 14650 12/12/2022 001212 SO CALIF GAS COMPANY NOV 060-293-3315-7: 28922 PUJOL ST 55.06 55.06 14651 12/12/2022 001212 SO CALIF GAS COMPANY NOV 028-025-1468-3 41375 MCCABE CT 56.88 56.88 14652 12/12/2022 001212 SO CALIF GAS COMPANY NOV 181-383-8881-6: 28314 MERCEDES 67.87 67.87 14653 12/12/2022 001212 SO CALIF GAS COMPANY NOV 026-671-2909-8: 42051 MAIN 109.96 109.96 14654 12/12/2022 001212 SO CALIF GAS COMPANY NOV 101-525-0950-0: 28816 PUJOL ST 113.63 113.63 Page:5 apChkLst 01/19/2023 3:21:26PM Final Check List CITY OF TEMECULA Page: 6 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 14655 12/12/2022 001212 SO CALIF GAS COMPANY NOV196-025-0344-3: 42081 MAIN ST 162.89 162.89 14656 12/12/2022 001212 SO CALIF GAS COMPANY NOV 129-582-9784-3: 43230 BUS PARK 250.89 250.89 DR 14657 12/12/2022 001212 SO CALIF GAS COMPANY NOV 021-725-0775-4: 41845 6TH ST 357.06 357.06 14658 12/12/2022 001212 SO CALIF GAS COMPANY NOV 129-535-4236-7: 41000 MAIN 3,499.94 3,499.94 14659 12/12/2022 001212 SO CALIF GAS COMPANY NOV 091-024-9300-5: 30875 RANCHO 5,941.05 5,941.05 VISTA 14661 12/1/2022 014685 COMPASS BANK 2018 MRC DEBT SVC 138,951.62 138,951.62 14662 1/5/2023 000246 PERS (EMPLOYEES' PERS: EMPLOYEES RETIREMENT 2,250,000.00 2,250,000.00 RETIREMENT) 14663 1/5/2023 000246 PERS (EMPLOYEES' PERS EMPLOYEES RETIREMENT 5,000,000.00 5,000,000.00 RETIREMENT) 14664 11/9/2022 014486 VERIZON WIRELESS 9/16-10/15 CELLULAR/BROADBAND: 12,401.62 12,401.62 CITYWIDE 14665 12/7/2022 014486 VERIZON WIRELESS 10/16-11/15 CELLULAR/BROADBAND: 21,747.25 21,747.25 CITYWIDE 14666 1/9/2023 014486 VERIZON WIRELESS 11/16-12-15 CELLULAR/BROADBAND: 15,175.37 15,175.37 CITYWIDE 14667 12/14/2022 023182 PNC BANK NATIONAL LOAN OBLIGATION: NO 610287409 12,623,421.06 12,623,421.06 ASSOCIATION 14668 12/14/2022 023182 PNC BANK NATIONAL LOAN OBLIGATION: NO 610297902 5,038,525.96 5,038,525.96 ASSOCIATION 14669 12/1/2022 022942 MOOD MEDIA NORTH DEC DISH NETWORK 32131 175.38 175.38 AMERICA, HOLDINGS LLC BUTTERFIELD STG 14670 12/1/2022 022942 MOOD MEDIA NORTH DEC DISH NETWORK 41952 6TH ST 62.09 62.09 AMERICA, HOLDINGS LLC 14684 10/24/2022 013286 INTRADO LIFE & SAFETY INC OCT ENTERPRISES 911 SVC: INFO 300.00 300.00 TECH Page:6 apChkLst 01/19/2023 3:21:26PM Final Check List CITY OF TEMECULA Page: 7 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 14685 11/16/2022 013286 INTRADO LIFE & SAFETY INC NOV ENTERPRISES 911 SVC: INFO 300.00 300.00 TECH 14687 12/28/2022 001212 SO CALIF GAS COMPANY NOV 055-475-6169-5:32380 DEER 16.27 16.27 HOLLOW 14688 12/28/2022 001212 SO CALIF GAS COMPANY DEC 015-575-0195-2: 32211 WOLF 1,047.04 1,047.04 VALLEY 14698 1/10/2023 001212 SO CALIF GAS COMPANY DEC 095-167-7907-2: 30650 PAUBA RD 840.09 840.09 14699 1/10/2023 001212 SO CALIF GAS COMPANY DEC 125-244-2108-3: 30600 PAUBA RD 2,207.53 2,207.53 14704 1/19/2023 010349 CALIF DEPT OF CHILD SUPPORT PAYMENT 138.92 138.92 SUPPORT 14705 1/19/2023 021301 I C M A RETIREMENT -PLAN ICMA- 401(A) RETIREMENT PLAN 384.62 384.62 106474 PAYMENT 14706 1/19/2023 000194 I C M A RETIREMENT -PLAN ICMA-RC RETIREMENT TRUST 457 17,780.31 17,780.31 303355 PAYMENT 14707 1/19/2023 000444 INSTATAX (EDD) STATE TAX PAYMENT 39,366.26 39,366.26 14708 1/19/2023 000283 INSTATAX (IRS) FEDERAL TAX PAYMENT 117,370.61 117,370.61 14709 1/19/2023 001065 NATIONWIDE RETIREMENT NATIONWIDE RETIREMENT PAYMENT 14,429.55 14,429.55 SOLUTION 14710 1/19/2023 019088 NATIONWIDE RETIREMENT NATIONWIDE LOAN REPAYMENT 427.79 427.79 SOLUTION PAYMENT 14711 1/19/2023 000389 NATIONWIDE RETIREMENT OBRA- PROJECT RETIREMENT 3,003.58 3,003.58 SOLUTION PAYMENT 14713 12/20/2022 018858 FRONTIER CALIFORNIA INC DEC INTERNET SVCS: LIBRARY 5.31 5.31 14714 12/20/2022 018858 FRONTIER CALIFORNIA INC DEC INTERNET SVCS: LIBRARY 5.31 5.31 14715 12/15/2022 018858 FRONTIER CALIFORNIA INC DEC INTERNET SVCS: EOC 172.16 172.16 14716 12/5/2022 018858 FRONTIER CALIFORNIA INC NOV INTERNET SVCS: LIBRARY 249.99 249.99 Page:7 apChkLst 01/19/2023 3:21:26PM Final Check List CITY OF TEMECULA Page: 8 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 14717 12/5/2022 018858 FRONTIER CALIFORNIA INC NOV INTERNET SVCS: STA 73 171.84 171.84 14718 12/9/2022 018858 FRONTIER CALIFORNIA INC NOV INTERNET SVCS: THEATER 170.98 170.98 14719 11/21/2022 010276 TIME WARNER CABLE NOV INTERNET SVCS: 41000 MAIN ST 298.38 298.38 14720 11/17/2022 018858 FRONTIER CALIFORNIA INC NOV INTERNET SVCS: LIBRARY 5.31 5.31 14721 11/17/2022 018858 FRONTIER CALIFORNIA INC NOV INTERNET SVCS: LIBRARY 5.31 5.31 14722 11/17/2022 018858 FRONTIER CALIFORNIA INC NOV INTERNET SVCS: CIVIC CENTER 102.51 102.51 14727 1/18/2023 000246 PERS (EMPLOYEES' PERS RETIREMENT PAYMENT 81,880.56 81,880.56 RETIREMENT) 211203 1/19/2023 004594 2 HOT UNIFORMS INC UNIFORMS: TCC: FIRE DEPT 373.01 UNIFORMS: TCC: FIRE DEPT 304.97 677.98 211204 1/19/2023 007065 B&H PHOTO & ELECTRONICS MISCAV EQUIPMENT: PEG 1,264.96 1,264.96 CORP 211205 1/19/2023 011954 BAKER AND TAYLOR INC BOOK COLLECTIONS: RHRTPL: TCSD 74.93 BOOK COLLECTIONS: RHRTPL: TCS 64.05 BOOK COLLECTIONS: RHRTPL: TCS 31.49 BOOK COLLECTIONS: RHRTPL: TCS 14.94 BOOK COLLECTIONS: RHRTPL: TCS 373.10 BOOK COLLECTIONS: RHRTPL: TCS 951.09 1,509.60 211206 1/19/2023 011421 BRODART CO BOOK COLLECTIONS: RHRTPL: TCSD 20.39 BOOK COLLECTIONS: RHRTPL: TCS 34.20 BOOK COLLECTIONS: RHRTPL: TCS 15.80 70.39 211207 1/19/2023 023154 BROWN, KATHIE K ADD'L X-MAS WINDOW PAINT: FIRE 225.00 225.00 STN 12 211208 1/19/2023 023077 BW INDUSTRIES INC PROJ MGMT SVCS: DOCUSIGN 437.50 437.50 211209 1/19/2023 021851 CALIF NEWSPAPERS LEGAL PUBLICATIONS: CITY CLERK 1,139.69 1,139.69 PARTNERSHIP, DBASO CALIF NEWS GROUP 211210 1/19/2023 008534 EMPLOYEE #00318 CMPTR PURCHASE PRGM: PW 2,000.00 2,000.00 Page:8 apChkLst 01/19/2023 3:21:26PM Final Check List CITY OF TEMECULA Page: 9 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 211211 1/19/2023 023181 EMPLOYEE #00568 COMPUTER PURCHASE PRGM: IT 399.48 399.48 211212 1/19/2023 022930 CCS SAN DIEGO JANITORIAL JAN JANITORIAL SVCS: OTSF POLICE 616.04 616.04 INC, DBA CCS FACILITY SERVICES 211213 1/19/2023 021163 CHEF WORKS INC CULINARY PROGRAM COATS: TCSD 819.73 819.73 211214 1/19/2023 005417 CINTAS PROTECTION NO 2, FIRST AID KIT MAINT: RISK MGMT 129.52 129.52 CINTAS FIRE 636525 211215 1/19/2023 017429 COBRAADVANTAGE INC, DBA DEC FSA/COBRAADMINISTRATION 858.70 858.70 THE ADVANTAGE GROUP FEES:HR 211216 1/19/2023 023158 COMMERCIAL CLEANING BY JANITORIAL SVCS: MALL SUBSTATION: 814.77 814.77 ROGERS, SERVICEMASTER TEM SH COMMERCIAL 211217 1/19/2023 021683 COMMERCIAL VEHICLE INSPECTION: MPSC: TCSD 189.23 189.23 TRANSPORTATION, SERVICES INC 211218 1/19/2023 001264 COSTCO TEMECULA 491 MISC SUPPLIES: PREVENTION: FIRE 309.30 MISC SUPPLIES: THEATER: TCSD 74.61 383.91 211219 1/19/2023 004329 COSTCO TEMECULA491 MISC SUPPLIES: TVM: TCSD 131.73 131.73 211220 1/19/2023 021859 EXP US SERVICES INC CONSULTANT SVCS: SANTA 8,327.59 8,327.59 GERTRUDIS CRK TRA 211221 1/19/2023 000165 FEDERAL EXPRESS INC EXPRESS MAILL SVCS: HR 7.54 7.54 211222 1/19/2023 022610 FLOCK GROUP INC, DBA LICENSE PLATE RECOGNITION 130,000.00 130,000.00 FLOCK SAFETY SFTWR: PD 211223 1/19/2023 023179 FOX, KATHI LYNETTE PUZZLES: CAL FIRE: FIRE DEPT 600.00 600.00 211224 1/19/2023 002982 FRANCHISE TAX BOARD SUPPORT PAYMENT 50.00 50.00 211225 1/19/2023 023050 GREENLIGHT FOR GOOD INC STTLMNT: CHRIS MOZY; HENDRI & 305.00 305.00 JONNY MILL Pages apChkLst 01/19/2023 3:21:26PM Final Check List CITY OF TEMECULA Page: 10 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 211226 1/19/2023 000186 HANKS HARDWARE INC MISC MAIN SUPPLIES: PARKS: PW 2,398.24 MISC MAINT SUPPLIES: CHILDREN'; 172.36 MISC MAINT SUPPLIES: FOC 117.24 MISC MAINT SUPPLIES: VARI FACS 1,470.35 MISC MAINT SUPPLIES: LIBRARY 19.05 MISC MAINT SUPPLIES: THEATER 5.63 MISC MAINT SUPPLIES: MPSC 14.13 MISC MAINT SUPPLIES: FIRE DEPT 174.08 MISC MAINT SUPPLIES: CRC 65.95 MISC MAINT SUPPLIES: STREETS: F 1,009.34 5,446.37 211227 1/19/2023 017118 KRACH BREE B, DBA NAME PLATES: TCSD 41.33 41.33 TEMECULA TROPHY & DES 211228 1/19/2023 004905 LIEBERT, CASSIDYAND NOV HR LEGAL SVCS FOR 5,763.00 W HITMORE TE060-00011 NOV HR LEGAL SVCS FOR TE060-0( 3,200.50 8,963.50 211229 1/19/2023 004813 M AND J PAUL ENTERPRISES JUMPER/GAME RENTAL: SPEC 4,895.00 4,895.00 INC, DBA JOLLY JUMPS EVENTS: TCSD 211230 1/19/2023 021434 MATRIX TELECOM LLC DBA NOV 800 SERVICES: CIVIC CENTER 74.80 74.80 LINGO 211231 1/19/2023 000209 NUTRIEN AG SOLUTIONS INC EQUIPMENT REPAIR: FIRE STA 84 107.60 107.60 211232 1/19/2023 019440 QUADIENT INC POSTAGE METER SUPPLIES: 74.38 74.38 SUPPORT SVCS 211233 1/19/2023 017391 RISE INTERPRETING INC DEC SIGN LANGUAGE INTERPRETING: 800.00 800.00 CLASSES 211234 1/19/2023 000411 RIVERSIDE CO FLOOD ENCROACHMENT PERMIT APP FEE: 2,000.00 2,000.00 CONTROLAND, WATER PW21.13 CONSERVATION DIST 211235 1/19/2023 009980 SANBORN GWYNETH A, CO COUNTRY LIVE! @ THE MERC 01/07 450.00 450.00 TEMECULA MUSIC ACADEMY 211236 1/19/2023 023183 SANDERS, SARA REFUND: FINES & FEES: TPL 59.99 59.99 211237 1/19/2023 017699 SARNOWSKI SHAWNA M PHOTOGRAPHY SVCS: NYE CITY HALL 350.00 PRESTON PHOTOGRAPHY SVCS: MERC: TCSC 225.00 575.00 211238 1/19/2023 000293 STADIUM PIZZA INC RFRSHMNTS: HIGH HOPES: TCSD 371.06 371.06 Page:10 apChkLst Final Check List Page: 11 01/19/2023 3:21:26PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description 211239 1/19/2023 008337 STAPLES BUSINESS CREDIT MISC OFC SUPPLIES: TCSD MISC OFC SUPPLIES: THEATER: TC MISC OFC SUPPLIES: CIP: PW MISC OFC SUPPLIES: THEATER: TC MISC SUPPLIES: RHRTPL: TCSD MISC OFC SUPPLIES: LAND DEV: P\ MISC OFC SUPPLIES: TCSD 211240 1/19/2023 014885 TEMECULA CATERING RFRSHMENTS: HOLIDAY EVENT: CLERK 211241 1/19/2023 003941 TEMECULA WINNELSON MISC PLUMBING SUPPLIES: PARKS COMPANY 211242 1/19/2023 020911 T-MOBILE USA, INC. 211243 1/19/2023 021367 TR DESIGN GROUP INC 211244 1/19/2023 005460 U S BANK 211245 1/19/2023 019793 URBANE CAFE, TGH ENTERPRISES LLC 211246 1/19/2023 007987 WALMART 211247 1/19/2023 021148 WEX BANK 211248 1/19/2023 018871 WONDER SCIENCE GPS LOCATE: TEM SHERIFF ARCHITECTURAL SVCS: PW18-16: CIP TRUSTEE ADMIN FEES: '17 BONDS RFRSHMNTS: ACE EVENT 1/6/23 Amount Paid 45.25 69.05 57.74 13.01 42.24 40.10 40.82 1,853.10 QW1.1 25.00 3,667.50 4,060.00 242.94 Check Total 308.21 1,853.10 PZIWA(y 25.00 3,667.50 4,060.00 242.94 THEATER HOSPITALITY & MISC 134.99 SUPPLIES: TCS MISC SUPPLIES: SPECIAL EVENTS: 89.75 224.74 12/07-01/06 FUEL USAGE: POLICE 2,155.40 2,155.40 TCSD INSTRUCTOR EARNINGS 3,024.00 3,024.00 Grand total for UNION BANK: 26,075,807.12 Page:11 apChkLst Final Check List Page: 12 01/19/2023 3:21:26PM CITY OF TEMECULA 122 checks in this report. Grand Total All Checks: 26,075,807.12 Page:12 apChkLst Final Check List Page: 1 01/24/2023 2:53:44PM CITY OF TEMECULA Bank: eunion EFT UNION BANK Check # Date Vendor Description Amount Paid Check Total 503853 1/26/2023 023062 ACT 1 CONSTRUCTION INC CONST CONTRACT SVCS: CRC RENO 625,176.07 625,176.07 PH 1 503854 1/26/2023 010851 EMPLOYEE #00426 REIMB: DESK CHAIR: TCSD 408.85 408.85 503855 1/26/2023 009374 ALLEGRO MUSICAL VENTURES PIANO TUNING/MAINT: THEATER 280.00 280.00 DBA, ALLEGRO PIANO SERVICE 503856 1/26/2023 007282 AMAZON CAPITAL SERVICES MISC OFC SUPPLIES: MALL 8.69 INC STOREFRONT MISC OFC SUPPLIES: HR 30.40 MISC SUPPLIES: HUMAN SVCS: TC,' 16.58 MISC SUPPLIES: HR 58.70 MISC SUPPLIES: RISK MGMT 102.87 STAIR LIGHTING - DUCK POND & ME 324.60 MISC SUPPLIES: LAND DEV: PW 27.13 568.97 503857 1/26/2023 005037 AMERICAN ASPHALT SOUTH CITYWIDE SLURRY SEAL: PW22-02: 422,278.62 422,278.62 INC CIP 503858 1/26/2023 004240 AMERICAN FORENSIC NURSES DRUG/ALCOHOL ANALYSIS: TEM 1,922.31 1,922.31 AFN SHERIFF 503859 1/26/2023 013950 AQUA CHILL OF SAN DIEGO AUG DRINKING WTR SYS MAINT: TVM 28.55 DEC DRINKING WTR SYS MAINT: FC 28.55 JAN DRINKING WTR SYS MAINT: AU 62.53 JAN DRINKING WTR SYS MAINT: TC 28.28 JAN DRINKING WTR SYS MAINT: CIS 213.97 JAN DRINKING WATER SYS MAINT: 28.55 390.43 503860 1/26/2023 021400 AYERS ELECTRIC INC ELECTRICAL SVCS: CHILDRENS 300.00 MUSEUM ELECTRICAL SVCS: CIVIC CENTER 300.00 ELECTRICAL SVCS: OLD TOWN FRC 1,300.00 ELECTRICAL SVCS: SKATING RINK: 300.00 ELECTRICAL WORK: PD SUBSTATIC 5,000.00 7,200.00 503861 1/26/2023 017149 B G P RECREATION INC TCSD INSTRUCTOR EARNINGS 1,249.50 TCSD INSTRUCTOR EARNINGS 1,852.20 3,101.70 503862 1/26/2023 007065 B&H PHOTO & ELECTRONICS MISC AV EQUIPMENT: PEG 951.34 951.34 CORP 503863 1/26/2023 018408 BOB CALLAHAN'S POOL JAN POOL MAINT: OLD TOWN & CIVIC 950.00 SERVICE CTR FOU JAN POOL MAINT: CRC & TES POOL 1,100.00 2,050.00 503864 1/26/2023 022790 CLEARSTAR INC PRE -EMPLOYMENT SCREENINGS: HR 348.83 348.83 Page:1 apChkLst Final Check List Page: 2 01/24/2023 2:53:44PM CITY OF TEMECULA Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 503865 1/26/2023 000442 COMPUTER ALERT SYSTEMS ALARM SYS MONITORING: FIRE DEPT 405.00 ALARM SYS MONITORING: POLICE 193.58 ALARM SYS MONITORING: FACILITII 5,505.00 6,103.58 503866 1/26/2023 010650 CRAFTSMEN PLUMBING & REPAIRS: STAIRS: IWTCM 1,744.00 HVAC INC PLUMBING SVCS: CIVIC CENTER 2,400.00 PLUMBING SVCS: TVE2 507.36 PLUMBING REPAIRS: MPSC 436.30 REPAIRS: CITY HALL 1,359.00 6,446.66 503867 1/26/2023 001393 DATATICKET INC, DBA DEC CITATIONS PROCESSING: 1,135.11 1,135.11 REVENUE EXPERTS POLICE 503868 1/26/2023 020648 DG INVESTMENT HOLDINGS 2 MAINT & REPAIR: SECURITY SYS: INFO 540.00 540.00 INC, CONVERGINT TECH TECHNOLOGIES 503869 1/26/2023 003945 DIAMOND ENVIRONMENTAL PORTABLE RESTROOM: CITYWIDE 125.20 SRVCS CLEANUP PORTABLE RESTROOMS: LONG CAI 110.88 PORTABLE RESTROOMS: LA SEREN 110.88 PORTABLE RESTROOMS: RIVERTOI 110.88 PORTABLE RESTROOMS: AULD RD 138.07 PORTABLE RESTROOMS: VAIL RANI 165.88 761.79 503870 1/26/2023 004192 DOWNS ENERGY FUEL FUEL FOR CITY VEHICLES: STREETS 1,002.73 MAINT FUEL FOR CITY VEHICLES: BLDG & 217.67 FUEL FOR CITY VEHICLES: CODE E 51.16 FUEL FOR CITY VEHICLES: BLDG & 122.65 FUEL FOR CITY VEHICLES: LAND DI 54.71 FUEL FOR CITY VEHICLES: CODE E 63.99 FUEL FOR CITY VEHICLES: CIP 71.47 1,584.38 503871 1/26/2023 020904 ECONOMIC ALTERNATIVES INC OCT WTR SYS MAINT: CIVIC CTR 538.67 538.67 503872 1/26/2023 002577 ENGINEERING RESOURCES, ENG SVCS: OVERLAND: PW20-11 10,855.61 OF SOUTHERN CALIF., INC. ENG SVCS: BIKE TRAIL PRGM: PW1 10,091.00 20,946.61 503873 1/26/2023 001511 FIELDMAN ROLAPP AND FINANCIAL ADVISORY SVCS: FINANCE 15,357.00 15,357.00 ASSOCIATES 503874 1/26/2023 021308 GILLIS + PANICHAPAN EXTERIOR ADA IMPROV'T 525.00 ARCHITECTS, INC ARCHITECTURAL SVCS ARCHITECTURAL SVCS: CRC: PW1f 4,000.00 4,525.00 Paget apChkLst Final Check List Page: 3 01/24/2023 2:53:44PM CITY OF TEMECULA Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 503875 1/26/2023 000177 GLENNIES OFFICE PRODUCTS MISC OFC SUPPLIES: BLDG & SAFETY 12.15 INC MISC OFC SUPPLIES: CODE ENFOR 105.75 MISC OFC SUPPLIES: BLDG & SAFE 61.57 MISC OFC SUPPLIES: BLDG & SAFE 263.00 MISC OFC SUPPLIES: CODE ENFOR 113.80 MISC OFC SUPPLIES: BLDG & SAFE 45.99 602.26 503876 1/26/2023 003792 GRAINGER SMALL TOOLS & EQUIPMENT: PARKS: 1,263.37 1,263.37 PW 503877 1/26/2023 020893 JEFF KATZ ARCHITECTURAL DSGN SVCS CRC SLASH PAD: 1,367.40 1,367.40 CORP PW21-07 503878 1/26/2023 022664 MARIPOSATREE TREE SVCS: MEADOWS: PARKS 3,333.00 MANAGEMENT INC TREE SVCS: S-29: PARKS 909.00 TREE SVCS: S-18: PARKS 755.84 TREE SVCS: ROW: PARKS 1,107.75 TREE SVCS: S-29: PARKS 1,794.93 TREE SVCS: MEDIANS: PARKS 505.00 TREE SVCS: S-24 HARVESTON: PAF 5,785.18 TREE SVCS: ROW: PARKS 5,930.82 TREE SVCS: ROW: PARKS 15,113.23 TREE SVCS: MEDIANS: PARKS 755.84 35,990.59 503879 1/26/2023 020907 MICHELLE MEDINA, DBA TCSD INSTRUCTOR EARNINGS 924.00 MICHELLE Q MEDINA TCSD INSTRUCTOR EARNINGS 1,386.00 2,310.00 503880 1/26/2023 004043 MISSION ELECTRIC SUPPLY ELECTRICAL SUPPLIES: PARKS: PW 165.54 INC ELECTRICAL SUPPLIES: FACILITIES 2,662.64 ELECTRICAL SUPPLIES: MPSC 19.54 ELECTRICAL SUPPLIES: SENIOR C1 580.77 ELECTRICAL SUPPLIES: CIVIC CTR 170.09 ELECTRICAL SUPPLIES: SENIOR C1 85.29 3,683.87 503881 1/26/2023 022599 NIEVES LANDSCAPE INC Landscape Maint - Service Level C 60,309.58 SET-UP: SPEC EVENT SET UP: PARI 6,270.00 DEC LDSCP MAINT SVCS: PW MEDI, 20,836.90 IRRIGATION REPAIRS: FIRE STA84 114.37 DEC LDSCP MAINT SVCS: CRC/PART 78,180.30 DEC LSCP MAINT SERVICES: PW PE 6,977.00 172,688.15 503882 1/26/2023 021998 OLD TOWN TIRE AND SERVICE VEHICLE SVC: MPSC BUS: TCSD 175.97 INC VEHICLE MAINT: STREET MAINT: P� 446.66 VEHICLE MAINT: PREVENTION: FIRE 483.47 VEHICLE MAINT: PREVENTION: FIRE 863.56 VEHICLE REPAIRS: PARKS: PW 412.07 VEHICLE MAINT: TRAFFIC MAINT: P' 1,669.64 4,051.37 Page:3 apChkLst Final Check List Page: 4 01/24/2023 2:53:44PM CITY OF TEMECULA Bank: eunion EFT UNION BANK Check # Date Vendor 503883 1/26/2023 012904 PROACTIVE FIRE DESIGN AND, CONSULTING 503884 1/26/2023 005075 PRUDENTIAL OVERALL SUPPLY 503885 1/26/2023 022537 REFRIGERATION SUPPLIES, DISTRIBUTOR 503886 1/26/2023 009213 SHERRY BERRY MUSIC 503887 1/26/2023 000944 SWARCO MCCAIN INC 503888 1/26/2023 003849 TERRYBERRY COMPANY (Continued) Description Amount Paid DEC PLAN REVIEW SVCS: FIRE PREV 10,661.70 FLOOR MATS/TOWEL RENTALS: CIVIC CTR FLOOR MATS/TOWEL RENTALS: THI FLOOR MATS/TOWEL RENTALS: THI FLOOR MATS/ TOWEL RENTALS: LIE FLOOR MATS/TOWEL RENTALS: TVI UNIFORM SVCS: PARKS MAINT: PW FLOOR MATS/ TOWELS RENTALS: C FLOOR MATS / TOWEL RENTALS: T\ UNIFORM SVCS: STREET MAINT: P� FLOOR MATS/ TOWEL RENTALS: TC FLOOR MATS/ TOWEL RENTALS: TC FLOOR MATS/ TOWEL RENTALS: TH UNIFORM SVCS: STREET MAINT: P� UNIFORM SVCS: PARK MAINT: PW FLOOR MATS/ TOWEL RENTALS: LIE UNIFORM SVCS: PARKS MAINT: PW FLOOR MATS/ TOWEL RENTALS: MF FLOOR MATS/TOWEL RENTALS: FO, FLOOR MATS/ TOWEL RENTALS: TV FLOOR MATS/TOWEL RENTALS: JR( UNIFORM SVCS: PARK MAINT: PW UNIFORM SVCS: STREET MAINT: P� FLOOR MATS/TOWEL RENTALS: CIS UNIFORM SVCS: PARKS MAINT: PW UNIFORM SVCS: STREET MAINT: P� MISC HVAC SUPPLIES: CIVIC CTR MISC HVAC SUPPLIES: CIVIC CTR JAZZ @ THE MERC 01/05/23 TRAFFIC SIGNAL PARTS: TRAFFIC: PW EMPLOYEE SERVICE RECOGNITION: HR 503889 1/26/2023 021603 TITAN RENTALS GROUP INC, EMPLOYEE RECOGNITION RENTALS TITAN TENT & EVENT RENTAL 503890 1/26/2023 019100 TNT ENTERTAINMENT GROUP DJ/MC SOUND SVCS: NYE LLC 101.94 9.89 9.89 19.88 12.74 4.62 10.07 12.74 16.17 14.32 14.32 9.89 43.31 4.62 19.88 63.29 24.52 10.28 12.74 10.07 63.29 16.17 95.70 57.98 43.31 77.07 369.96 505.00 2,947.15 108.92 2,366.49 16,000.00 Check Total 10,661.70 701.63 447.03 505.00 2,947.15 108.92 2,366.49 16,000.00 Page:4 apChkLst 01/24/2023 2:53:44PM Final Check List CITY OF TEMECULA Page: 5 Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 503891 1/26/2023 007766 UNDERGROUND SERVICE JAN DIG SAFE BIRD BILLABLE TIX: PW 171.00 ALERT, OF SOUTHERN CALIFORNIA DEC DIG SAFE BIRD BILLABLE TIX: F 70.85 241.85 503892 1/26/2023 008977 VALLEY EVENTS INC BALLOON ARCH SANTA: SPEC 450.00 EVENTS SANTA WINTERFEST: SPEC EVENT! 4,050.00 4,500.00 503893 1/26/2023 018147 WADDLETON, JEFFREY L. DJ/MC SVCS: HIGH HOPES TCSD: 525.00 525.00 MSPC 503894 1/26/2023 000820 WINCHAK KRIS R, DBA K R W & 10/25-12/14 ENG PLAN CK 4,340.00 4,340.00 ASSOCIATES REVIEW:LAND DEV Grand total for EFT UNION BANK: 1,387,917.70 Page:5 apChkLst Final Check List Page: 6 01/24/2023 2:53:44PM CITY OF TEMECULA 42 checks in this report. Grand Total All Checks: 1,387,917.70 Page:6 apChkLst 01/26/2023 3:51:28PM Final Check List CITY OF TEMECULA Page: 1 Bank: union UNION BANK Check # Date Vendor Description Amount Paid Check Total 211249 1/26/2023 013387 ADAME LANDSCAPE INC, DBA JAN SWEEPING SVCS: PARKING 540.00 540.00 SWEEPING UNLIMITED GARAGE 211250 1/26/2023 003520 AMERICAN SOCIETY OF USER LICENSE FEE: TCSD 1,345.00 1,345.00 COMPOSERS, AUTHORS & PUBLISHERS 211251 1/26/2023 005946 AYERS DISTRIBUTING MISC SUPPLIES: SPECIAL EVENTS: 2,900.00 2,900.00 COMPANY TCSD 211252 1/26/2023 015592 BAMM PROMOTIONAL EMBROIDERY: UNIFORMS: BLDG & 129.41 129.41 PRODUCTS INC SAFETY 211253 1/26/2023 001323 BLUETRITON BRANDS INC, WATER DLVRY SVCS: FOC 190.15 190.15 DBA READYREFRESH 211254 1/26/2023 021851 CALIF NEWSPAPERS BIDADVRTSMT: PW16-01 3,697.61 3,697.61 PARTNERSHIP, DBA SO CALIF NEWS GROUP 211255 1/26/2023 021461 CAMPBELL, BRITTANY STUDENT LED THEATER PROD: ALICE 5,850.00 5,850.00 IN WON 211256 1/26/2023 001264 COSTCO TEMECULA 491 MISC SUPPLIES: TCC: FIRE DEPT 875.97 875.97 211257 1/26/2023 003561 D F M ASSOCIATES 2023 CA ELECTIONS CODE BOOK: 71.78 71.78 CITY CLERK 211258 1/26/2023 000165 FEDERAL EXPRESS INC EXPRESS MAILING SVCS: CIP 122.68 EXPRESS MAIL SVCS: THEATER: TC 94.25 EXPRESS MAIL SVCS: PW19-04: CIF 8.17 225.10 211259 1/26/2023 022832 GEOTAB USA INC VEHICLE TELEMATICS: CITY FLEET 1,501.00 VEHICLE TELEMATICS: CITY FLEET 1,134.62 VEHICLE TELEMATICS: CITY FLEET 904.67 VEHICLE TELEMATICS: CITY FLEET 284.22 3,824.51 211260 1/26/2023 019177 GOSCH FORD TEMECULA VEHICLE REPAIRS: PARKS: PW 179.74 179.74 211261 1/26/2023 023050 GREENLIGHT FOR GOOD INC REIMB: RENTAL FEE MISCALCULATION 50.00 50.00 211262 1/26/2023 020698 HICKS AND HARTWICK INC ENG PLAN CK SVCS: PRADO: LAND 2,520.00 2,520.00 DEV 211263 1/26/2023 021896 JP HANDMADE CORP, DBA BUSINESS CARDS: B&S 81.82 81.82 MINUTEMAN PRESS Page:1 apChkLst 01/26/2023 3:51:28PM Final Check List CITY OF TEMECULA Page: 2 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 211264 1/26/2023 012243 EMPLOYEE #00467 CMPTR PURCHASE PRGM: INFO TECH 2,000.00 2,000.00 211265 1/26/2023 011956 EMPLOYEE #00438 REIMB: TEAM PACE 375.09 375.09 211266 1/26/2023 020472 PARKING LOGIX INC REPEATERS: PARKING GARAGE: PW 2,145.00 2,145.00 211267 1/26/2023 000249 PETTY CASH PETTY CASH REIMBURSEMENT 1,050.03 1,050.03 211268 1/26/2023 000411 RIVERSIDE CO FLOOD FVP PHASE II: PW16-01: CIP 1,000.00 CONTROLAND, WATER CONSERVATION DIST FVP PHASE II: PW16-01: CIP 125.89 1,125.89 211269 1/26/2023 022715 RIVERSIDE CO PUBLIC PENDING CODES: PW-PARKS 1,893.31 SAFETY, ENTERPRISE COMMUNICATION PENDING CODES: PW-PARKS 1,893.31 PENDING CODES: PW PARKS 543.69 PENDING CODES: PW-PARKS 543.69 4,874.00 211270 1/26/2023 017699 SARNOWSKI SHAWNA M PHOTOGRAPHY SVCS: STUDENT 200.00 200.00 PRESTON MURAL 1/11 211271 1/26/2023 022929 SCP DISTRIBUTORS LLC, DBA POOL EQUIPMENT: AQUATICS 565.74 LINCOLN AQUATICS MISC POOL SUPPLIES: AQUATICS: 1 112.00 MISC POOL SUPPLIES: AQUATICS: 1 -120.00 557.74 211272 1/26/2023 000519 SOUTH COUNTY PEST PEST CONTROL SVCS: 123.00 CONTROL INC TCC/PANTRY/SAFE PEST CONTROL SVCS: CIVIC CENTI 120.00 PEST CONTROL SVCS: PARKING GF 90.00 PEST CONTROL SVCS: LIBRARY 90.00 PEST CONTROL SVCS: JRC 74.00 PEST CONTROL SVCS: MUSEUM 42.00 PEST CONTROL SVCS: CHILDRENS 36.00 PEST CONTROL SVCS: WEDDING C 32.00 607.00 211273 1/26/2023 003000 STATE WATER RESOURCE STORM WATER PERMIT: MRC PW17-21 548.00 548.00 CONTROL, BOARD 211274 1/26/2023 017814 STC TRAFFIC INC TRAFFIC ENG SVCS: TRAVEL TIME 6,670.00 RUNS: PW TRAFFIC ENG SVCS: SUPPORT SVC 1,410.00 8,080.00 211275 1/26/2023 003599 T Y LIN INTERNATIONAL CONSULT SVCS: 1-15/FV PKWY 10,208.00 IMPRVMNTS II ENG & CONSULT SVCS: FVP PH II 1,168.00 11,376.00 211276 1/26/2023 023194 EMPLOYEE #00620 CMPTR PURCHASE PRGM: INFO TECH 766.24 766.24 Paget apChkLst 01/26/2023 3:51:28PM Final Check List CITY OF TEMECULA Page: 3 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 211277 1/26/2023 003941 TEMECULA WINNELSON PLUMBING SUPPLIES: MPSC 147.16 147.16 COMPANY 211278 1/26/2023 002452 TOP LINE INDUSTRIAL, MISC SUPPLIES: STREET MAINT: PW 52.39 52.39 PRODUCTS, INC. 211279 1/26/2023 023176 WAIT, GARRETT M. REFUND: CC&R REVIEW: PLANNING 908.00 908.00 211280 1/26/2023 007987 WALMART SUPPLIES: FIT COLOR RUN: TCSD 536.83 SUPPLIES: FIT COLOR RUN: TCSD 475.29 MISC SUPPLIES: THEATER HOSPIT/ 338.83 1,350.95 211281 1/26/2023 007987 WALMART MISC SUPPLIES: MPSC: TCSD 85.02 85.02 211282 1/26/2023 001342 WAXIE SANITARY SUPPLY INC CLEANING SUPPLIES: OLD TOWN 528.96 CLEANING SUPPLIES: FOC 68.19 597.15 211283 1/26/2023 022900 WESTERN SYSTEMS INC TRAFFIC EQUIPMENT: TRAFFIC: PW 6,979.63 6,979.63 211284 1/26/2023 000341 WILLDAN ASSOCIATES INC DEBIT MEMO: JUL TRAFFIC ENG 2,072.10 2,072.10 SVCS: TRAFFI 211285 1/26/2023 016305 EMPLOYEE #00412 REIMB: UNIFORMS: BLDG & SAFETY 150.00 150.00 Grand total for UNION BANK: 68,528.48 Page:3 apChkLst Final Check List Page: 4 01/26/2023 3:51:28PM CITY OF TEMECULA 37 checks in this report. Grand Total All Checks: 68,528.48 Page:4 apChkLst 01/27/2023 1:00:42PM Final Check List CITY OF TEMECULA Page: 1 Bank: union UNION BANK Check # Date Vendor Description Amount Paid Check Total 14401 10/26/2022 000537 SO CALIF EDISON VARIOUS SEPT SO CAL EDISON 181,541.46 181,541.46 14632 1/13/2023 000262 RANCHO CALIF WATER VAR WATER DEC 3004755 41000 MAIN 26,002.83 26,002.83 DISTRICT ST 14671 1/20/2023 000262 RANCHO CALIF WATER VAR WATER DEC 3003793 28250 YNEZ 7,379.76 7,379.76 DISTRICT RD LAKE 14673 1/10/2023 006887 UNION BANK OF CALIFORNIA 023185 EZCATERCINNABON RFRSHMNTS: TEAM PACE 485.29 485.29 14677 1/10/2023 006887 UNION BANK OF CALIFORNIA 020822 G6 HOSPITALITY LLC, DBA LODGING: HOMELESS OUTREACH 86.33 MOTEL 6 022560 UBER TRANSP: HOMELESS OUTREACH 41.98 021688 PHIL'S BBQ OF TEMECULA INC RFRSHMENTS: HOMELESS 154.46 OUTREACH MTG 020489 GREYHOUND LINES TRANSP: HOMELESS OUTREACH 253.99 007987 WALMART SUPPLIES: HELP CTR: TCSD 77.75 023186 WINGS N THINGS RFRSHMENTS: HOMELESS 108.54 OUTREACH MTG 007987 WALMART SUPPLIES: HELP CTR: TCSD 223.82 946.87 Page:1 apChkLst Final Check List Page: 2 01/27/2023 1:00:42PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 14682 1/10/2023 006887 UNION BANK OF CALIFORNIA 020792 CANVA.COM MONTHLY SUBSCRIPTION: TCSD 12.99 020249 LAUND3R.COM LLC LAUNDRY SVCS: SAFETY VEST 55.30 018996 BAJA EXPRESS RFRSHMENTS: SATURDAY EVENT: 177.16 ALASKA 020249 LAUND3R.COM LLC LAUNDRY SVCS: TABLE CLOTHS: 56.25 TCSD 009612 BJS RESTAURANTS INC RFRSHMNTS: STAFF TRAINING: TCSD 171.88 017736 FEAST CALIFORNIA CAFE LLC, RFRSHMNTS: PREPAREDNESS FAIR: 575.55 DBA CORNER BAKERY CAFE TCSD 000254 PRESS ENTERPRISE ONLINE SUBSCRIPTION: TCSD 18.00 COMPANY INC 010514 CAMPINI'S ITALIAN DELI RFRSHMNTS: PARADE VIP TENT 1,947.22 012085 ISTOCK INT'L INC. SUBSCRIPTION: PROMO IMAGES: 120.00 TCSD 020886 NETFLIX.COM MONTHLY SVC CHARGE: TEEN ROOM: 9.99 CRC 015354 FACEBOOK.COM ADV BOOST: AROUND & ABOUT 14.00 TEMECULA 020792 CANVA.COM MONTHLY SUBSCRIPTION: TCSD 12.99 021095 NORA'S EMPANADA FACTORY RFRSHMNTS: 2ND SATURDAY: TCSD 134.69 OVER THE CREDIT LIMIT FEE: TCSE 35.00 001365 RIVERSIDE, COUNTY OF, HEALTH PERMIT: WINTERFEST: TCSD 207.00 ENVIRONMENTAL HEALTH DEPT 001365 RIVERSIDE, COUNTY OF, HEALTH PERMIT: WINTERFEST: TCSD 4.91 ENVIRONMENTAL HEALTH DEPT 006952 PAYPAL VERISIGN PAYFLOW PRO 300.80 TRANSACTION: TCSD 020249 LAUND3R.COM LLC LAUNDRY SVCS: TABLE CLOTHS: 76.75 3,930.48 TCSD 14723 12/8/2022 010276 TIME WARNER CABLE NOV INTERNET SVCS: 32211 WOLF 199.40 199.40 VALLEY RD 14724 12/8/2022 010276 TIME WARNER CABLE NOV INTERNET SVCS: 41973 6TH 734.79 734.79 STREET 14725 12/8/2022 010276 TIME WARNER CABLE NOV INTERNET SVCS: 30755 AULD RD 734.79 734.79 14726 12/8/2022 010276 TIME WARNER CABLE NOV INTERNET SVCS: 41000 MAIN ST 3,163.19 3,163.19 Paget apChkLst 01/27/2023 1:00:42PM Final Check List CITY OF TEMECULA Page: 3 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 14728 1/12/2023 003577 CALIF DEPT OF TAX AND, FEE JAN-DEC'22 SALES & USE TAX 9,439.00 9,439.00 ADMINISTRATION RETURN 14729 1/23/2023 010276 TIME WARNER CABLE NOV INTERNET SVCS: 30600 PAUBA 626.85 626.85 RD 14730 1/20/2023 010276 TIME WARNER CABLE JAN INTERNET SVCS: 41000 MAINT ST 298.38 298.38 14731 1/19/2023 010276 TIME WARNER CABLE DEC INTERNET SVCS: 32131 S LOOP 282.73 282.73 RD 14732 1/18/2023 010276 TIME WARNER CABLE JAN INTERNET SVCS: 28816 PUJOL ST 600.91 600.91 14733 11/30/2022 000537 SO CALIF EDISON VARIOUS OCT SO CAL EDISON 132,679.42 132,679.42 14734 11/21/2022 010276 TIME WARNER CABLE NOV INTERNET SVCS: 32131 S LOOP 282.73 282.73 RD 14735 1/24/2023 018858 FRONTIER CALIFORNIA INC DEC INTERNET SVCS: CIVIC CENTER 102.51 102.51 14736 1/24/2023 018858 FRONTIER CALIFORNIA INC JAN INTERNET SVCS: EOC 182.48 182.48 14737 1/3/2023 010276 TIME WARNER CABLE DEC INTERNET SVCS: 29119 1,200.00 1,200.00 MARGARITA RD 14738 1/5/2023 010276 TIME WARNER CABLE DEC INTERNET SVCS: 41845 6TH ST 600.91 600.91 14739 12/23/2022 010276 TIME WARNER CABLE DEC INTERNET SVCS: 30600 PAUBA 623.62 623.62 RD 14740 12/28/2022 010276 TIME WARNER CABLE DEC INTERNET SVCS: 32380 DEER 790.00 790.00 HOLLOW WY 14741 12/15/2022 010276 TIME WARNER CABLE DEC INTERNET SVCS: 40820 5.34 5.34 WINCHESTER 14742 12/20/2022 010276 TIME WARNER CABLE DEC INTERNET SVCS: 41000 MAIN ST 298.38 298.38 14743 12/27/2022 010276 TIME WARNER CABLE DEC INTERNET SVCS: 41000 MAIN ST 54.79 54.79 14744 12/27/2022 010276 TIME WARNER CABLE DEC INTERNET SVCS: 42569 790.00 790.00 MARGARITA RD Page:3 apChkLst Final Check List Page: 4 01/27/2023 1:00:42PM CITY OF TEMECULA Bank: union UNION BANK Check # Date Vendor 14745 12/27/2022 010276 TIME WARNER CABLE 14746 1/9/2023 010276 TIME WARNER CABLE 14747 1/9/2023 010276 TIME WARNER CABLE 14748 1/9/2023 010276 TIME WARNER CABLE 14749 1/9/2023 010276 TIME WARNER CABLE 14750 1/17/2023 010276 TIME WARNER CABLE 14751 1/17/2023 010276 TIME WARNER CABLE 14752 1/4/2023 010276 TIME WARNER CABLE 14753 1/4/2023 010276 TIME WARNER CABLE 14755 12/19/2022 010276 TIME WARNER CABLE 14756 12/29/2022 010276 TIME WARNER CABLE 14758 12/5/2022 010276 TIME WARNER CABLE 14759 12/31/2022 000537 SO CALIF EDISON 211286 1/27/2023 002187 ANIMAL FRIENDS OF THE VALLEYS 211287 1/27/2023 000101 APPLE ONE INC 211288 1/27/2023 004623 AQUA SOURCE INC 211289 1/27/2023 004262 BIO TOX LABORATORIES (Continued) Description Amount Paid Check Total DEC INTERNET SVCS: 30875 RANCHO 790.00 790.00 VISTA DEC INTERNET SVCS: 32211 WOLF 199.40 199.40 VALLEY RD DEC INTERNET SVCS: 30755 AULD RD 734.79 734.79 JAN INTERNET SVCS: 41973 6TH ST 734.79 734.79 DEC INTERNET SVCS: 41000 MAIN ST 3,163.19 3,163.19 JAN INTERNET SVCS: 41000 MAIN ST 1,022.80 1,022.80 JAN INTERNET SVCS: 40820 5.34 5.34 WINCHESTER DEC INTERNET SVCS: OTA: 32364 119.99 119.99 OVERLAND DEC INTERNET SVCS: 40820 600.91 600.91 WINCHESTER DEC INTERNET SVCS: 28816 PUJOL ST 600.91 600.91 DEC INTERNET SVCS: 28922 PUJOL ST 600.91 600.91 NOV INTERNET SVCS: 29119 1,200.00 1,200.00 MARGARITA RD VARIOUS NOV SO CAL EDISON 102,451.75 102,451.75 DEC ANIMAL CONTROL SVCS: 10,500.00 10,500.00 TEMECULA DEC TEMP HELP: COMM DEV 4,455.36 4,455.36 MISC SUPPLIES: AQUATICS 2,740.50 2,740.50 PHLEBOTOMY SERVICES: TEM 1,715.14 SHERIFF PHLEBOTOMY SERVICES: TEM SHE 5,310.62 PHLEBOTOMY SERVICES: TEM SHE 513.23 7,538.99 Page:4 apChkLst Final Check List Page: 5 01/27/2023 1:00:42PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 211290 1/27/2023 015834 BOYER WAYNE E, DBA MOTOR UNIFORMS: TEM SHERIFF 1,008.30 MOTOPORT USA MOTOR UNIFORMS: TEM SHERIFF 2,737.43 3,745.73 211291 1/27/2023 001267 CALIF DEPT OF MOTOR REGIST: 4RU3440 FIRE TRAILER CERT 10.00 10.00 VEHICLES #6 211292 1/27/2023 022516 CALIF EMERGENCY SERVICES MEMBERSHIP RENEWAL: EOC 75.00 75.00 ASSOC 211293 1/27/2023 021851 CALIF NEWSPAPERS LEGAL PUBLICATIONS: PLANNING 912.74 PARTNERSHIP, DBA SO CALIF NEWS GROUP LEGAL PUBLICATIONS: PLANNING 3,537.42 REBID ADVERTISEMENT: PW20-13 1,627.16 6,077.32 211294 1/27/2023 004971 CANON FINANCIAL SERVICES JAN COPIERS LEASE: LIBRARY 671.56 671.56 INC 211295 1/27/2023 022930 CCS SAN DIEGO JANITORIAL DEC JANITORIAL SVCS: CITY FACS 25,297.34 25,297.34 INC, DBA CCS FACILITY SERVICES 211296 1/27/2023 020491 CT&T CONCRETE PAVING INC MINOR CNST SVCS: MPSC EMERG 7,900.00 7,900.00 GENERATOR 211297 1/27/2023 016098 CULTIVATING GOOD INC, DBA RFRSHMNTS: WORKFORCE PRGRM: 131.64 131.64 E AT MARKETPLACE TCSD 211298 1/27/2023 012600 DAVID EVANS AND DSGN SVCS: MPSC REC AREA: 27,347.42 ASSOCIATES INC PW22-08 DEC DSGN SVCS: PICKLEBALL: PW, 3,407.50 30,754.92 211299 1/27/2023 008943 DEPT OF GENERAL SERVICES APPEALS: CITY CLERK 18,648.00 18,648.00 (DGS) 211300 1/27/2023 000164 ESGIL LLC OCT PLAN CK SVCS: COMDEV 69,341.56 69,341.56 211301 1/27/2023 015330 FAIR HOUSING COUNCIL, OF DEC SUB -RECIPIENT: FAIR HOUSING 1,847.13 1,847.13 RIVERSIDE COUNTY INC SVCS 211302 1/27/2023 016184 FUN EXPRESS LLC MISC SUPPLIES: SP EVENTS: TCSD 5,016.22 5,016.22 211303 1/27/2023 009608 GOLDEN VALLEY MUSIC CLASSICS AT THE MERC: 1/8 & 1/22 224.00 224.00 SOCIETY, DBA CA CHAMBER ORCHESTRA 211304 1/27/2023 022569 INLAND FLEET SOLUTIONS INC EQUIPMENT REPAIR: STREET MAINT: 289.35 PW EQUIPMENT REPAIR: STREET MAIN 1,044.22 1,333.57 Page:5 apChkLst 01/27/2023 1:00:42PM Final Check List CITY OF TEMECULA Page: 6 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 211305 1/27/2023 000501 INTL INSTITUTE OF MUNICIPAL, MEMBERSHIP RENEWAL: CITY CLERK 150.00 150.00 CLERKS 211306 1/27/2023 018352 JAMES ELLIOTT STTLMNT: DSB -JOURNEY TRIBUTE 5,622.64 ENTERTAINMENT 01 /12/23 PERF: RONSTADT REVIVAL 01/13/23 4,710.05 10,332.69 211307 1/27/2023 021896 JP HANDMADE CORP, DBA PRINTING SVCS: PREVENTION: FIRE 348.64 MINUTEMAN PRESS DEPT BUSINESS CARDS: B&S 81.82 430.46 211308 1/27/2023 001091 KEYSER MARSTON DEC ON CALL CONSULTANT 1,943.75 1,943.75 ASSOCIATES INC SERVICES: 211309 1/27/2023 017118 KRACH BREE B, DBA NAME PLATES/BADGES: STA 84: FIRE 243.60 TEMECULA TROPHY & DES NAME PLATES/BADGES: STA 12: FIF 34.80 NAME PLATES/BADGES: CAL FIRE: I 34.80 ENGRAVING SVCS: HR 190.31 ENGRAVING SRVCS: CITY CLERK 87.00 590.51 211310 1/27/2023 019884 LEONIDA BUILDERS INC RELEASE NTC: SOCAL STORMWATER 4,612.50 4,612.50 RUNOFF 211311 1/27/2023 023193 LIGHT, JAMES REFUND: BLDG PERMIT: B23-0179 166.00 166.00 211312 1/27/2023 013982 M C I COMM SERVICE JAN 7DK89878 XXX-0714 USAGE MALL 39.45 PD JAN 7DK90589 XXX-0346 GEN USAG 37.59 77.04 211313 1/27/2023 001214 MORNINGSTAR PRODUCTIONS WORKFORCE PGMS: EVENT 2,652.68 2,652.68 LLC PRODUCTION 211314 1/27/2023 013319 NEW TANGRAM LLC, DBA OFC MODIFICATIONS: EOC: HR 9,172.24 9,172.24 TANGRAM 211315 1/27/2023 003964 OFFICE DEPOT BUSINESS SVS MISC OFC SUPPLIES: CIP: PW 134.81 134.81 DIV 211316 1/27/2023 018462 PERDUE ROBERT S DBA, APPRAISAL REPORT: PLANNING 5,000.00 5,000.00 PERDUE RUSSELL & MATTHIES 211317 1/27/2023 010338 POOL AND ELECTRICAL, SPLASH PAD CHEMICALS & PARTS: 22.04 22.04 PRODUCTS INC PARKS 211318 1/27/2023 019440 QUADIENT INC POSTAGE FOR METER: TEM SHERIFF 304.05 304.05 211319 1/27/2023 020127 QUINN COMPANY GENERATOR MAINT: STA 95: FIRE 636.69 636.69 Page:6 apChkLst 01/27/2023 1:00:42PM Final Check List CITY OF TEMECULA Page: 7 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 211320 1/27/2023 022501 RANCHO RUNNERS INC EXP MAIL SVCS: HOUSING: PLANNING 185.00 185.00 211321 1/27/2023 011853 RANCON COMMERCE CNTR OCT-DEC'23 BUS PKASSN DUE: 208.30 208.30 PH2,3&4 OVRLND PRJT 211322 1/27/2023 019712 RED HELMET TRAINING TRAINING/EDU: FIRE SOUTHERN 1,200.00 1,200.00 BOKKES 211323 1/27/2023 000406 RIVERSIDE CO SHERIFFS 11/17-12/14 LAW ENFORCEMENT 2,663,238.25 2,663,238.25 DEPT 211324 1/27/2023 001365 RIVERSIDE, COUNTY OF, RENEW PERMIT: MARG PARK SPLASH 422.00 422.00 ENVIRONMENTAL HEALTH PAD DEPT 211325 1/27/2023 009980 SANBORN GWYNETH A, CO COUNTRY LIVE! @ THE MERC 01/23 1,437.00 1,437.00 TEMECULA MUSIC ACADEMY 211326 1/27/2023 017699 SARNOWSKI SHAWNA M PHOTOGRAPHY SVCS: AIR BASE: FIRE 600.00 PRESTON PHOTOGRAPHY SVCS: HH NYE MP: 225.00 PHOTOGRAPHY SVCS: SENIOR NYE 225.00 1,050.00 211327 1/27/2023 022929 SCP DISTRIBUTORS LLC, DBA MISC POOL SUPPLIES: AQUATICS: PW 185.96 LINCOLN AQUATICS MISC POOL SUPPLIES: AQUATICS: 1 -150.00 35.96 211328 1/27/2023 015873 SESAC BROADCAST MUSIC LIC FEE: OLD 2,618.00 2,618.00 TOWN: TCSD 211329 1/27/2023 013695 SHRED -IT US JV LLC, DBA: DOCUMENT SHRED SVCS: CITY 252.36 252.36 SHRED -IT USA LLC CLERK 211330 1/27/2023 002503 SOUTH COAST AIR QUALITY, I C E ELEC GEN DIESEL: TPL 468.76 MANAGEMENT DISTRICT FLAT EMISSIONS FEE: FOC 151.85 620.61 211331 1/27/2023 000519 SOUTH COUNTY PEST PEST CONTROL SVCS: CRC 90.00 CONTROL INC PEST CONTROL SVCS: TVE2 56.00 PEST CONTROL SVCS: STA 92 42.00 PEST CONTROL SVCS: SENIOR CEI' 29.00 PEST CONTROL SVCS: THEATER 90.00 PEST CONTROL SVCS: FIRE STA 95 80.00 PEST CONTROL SVCS: YUKON 94.00 PEST CONTROL SVCS: STA 84 80.00 PEST CONTROL SVCS: DUCK PONC 49.00 610.00 211332 1/27/2023 008337 STAPLES BUSINESS CREDIT MISC OFC SUPPLIES: FINANCE 211.01 MISC OFC SUPPLIES: TCSD 59.55 270.56 Page:7 apChkLst Final Check List Page: 8 01/27/2023 1:00:42PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 211333 1/27/2023 003000 STATE WATER RESOURCE STORM WATER PERMIT: PW 365.00 365.00 CONTROL, BOARD 211334 1/27/2023 012789 STUART, JENNIFER SARAH TCSD INSTRUCTOR EARNINGS 6,240.00 TCSD INSTRUCTOR EARNINGS 6,240.00 12,480.00 211335 1/27/2023 022778 TELSCO INDUSTRIES INC, DBA IRRIGATION CONTROLLER RENEWAL: 10,800.00 10,800.00 WEATHERMATIC FACILITIE 211336 1/27/2023 000515 TEMECULA VALLEY CHAMBER MEMBERSHIP RENEWAL: FIRE DEPT 355.00 355.00 OF, COMMERCE 211337 1/27/2023 000306 TEMECULA VALLEY PIPE & IRRIGATION & PLUMBING 46.32 SUPPLY SUPPLIES:PW IRRIG & PLUMBING SUPPLIES: PARI 570.98 617.30 211338 1/27/2023 003941 TEMECULA WINNELSON MISC PLUMBING SUPPLIES: MPSC 62.56 COMPANY MISC PLUMBING SUPPLIES: PARKS 49.52 112.08 211339 1/27/2023 023180 THE ENERGUY INC REFUND: PERMIT B22-3471 137.84 137.84 211340 1/27/2023 020911 T-MOBILE USA, INC. GPS LOCATE: TEM SHERIFF 100.00 GPS LOCATE: TEM SHERIFF 25.00 125.00 211341 1/27/2023 002702 USPS - POC, DEC '22 POSTAGE METER DEPOSIT 2,736.52 2,736.52 ACCOUNT#8089685 211342 1/27/2023 002702 USPS - POC, NOV '22 POSTAGE METER DEPOSIT 1,502.24 ACCOUNT#8089685 OCT'22 POSTAGE METER DEPOSIT 1,562.78 3,065.02 211343 1/27/2023 014486 VERIZON WIRELESS 12/11-01/10 CELLULAR/BROADBAND: 464.80 464.80 PD 211344 1/27/2023 020670 WEBB MUNICIPAL FINANCE SPECIAL TAXADMIN FY 22/23 2ND QTR 11,441.02 11,441.02 LLC Grand total for UNION BANK: 3,433,583.61 Page:8 apChkLst Final Check List Page: 9 01/27/2023 1:00:42PM CITY OF TEMECULA 99 checks in this report. Grand Total All Checks: 3,433,583.61 Pages Item No. 4 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Randi Johl, Director of Legislative Affairs/City Clerk DATE: February 14, 2023 SUBJECT: Adopt Ordinance No. 2023-02 Amending Section 10.28.010(D) of the Temecula Municipal Code Regarding Prima Facie Speed Limits on Certain Streets (Second Reading) PREPARED BY: Randi Johl, Director of Legislative Affairs/City Clerk RECOMMENDATION: That the City Council adopt an ordinance entitled: ORDINANCE NO. 2023-02 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA, AMENDING SECTION 10.28.010(D) OF THE TEMECULA MUNICIPAL CODE REGARDING PRIMA FACIE SPEED LIMITS ON CERTAIN STREETS BACKGROUND: The City of Temecula is a general law city formed under the laws of the State of California. With respect to adoption of ordinances and resolutions, the City adheres to the requirements set forth in the Government Code. With the exception of urgency ordinances, Government Code Section 36934 requires two readings of standard ordinances more than five days apart. Ordinances must be read in full at the time of introduction or passage unless a motion waiving the reading is adopted by a majority of the City Council present. Ordinance No. 2023-02 was first introduced at the regularly scheduled meeting of January 24, 2023. FISCAL IMPACT: None ATTACHMENTS: Ordinance ORDINANCE NO.2023-02 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA, AMENDING SECTION 10.28.010(D) OF THE TEMECULA MUNICIPAL CODE REGARDING PRIMA FACIE SPEED LIMITS ON CERTAIN STREETS THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY ORDAIN AS FOLLOWS: Section 1. Section 10.28.010(D) of the Temecula Municipal Code is hereby amended as follows to modify the described prima facie speed limits on the following streets: Name of Street Portion Affected Declared Prima Facie Speed Limit Avenida Alvarado Diaz Road to Via Industria 35 MPH Avenida Barca Del Rey Road to Margarita Road 30 MPH Avenida De Missiones Temecula Parkway to Via Rio Road Temecula 35 MPH Butterfield Stage Road Rancho California Road to Rancho Vista Road 55 MPH Rancho Vista Road to Pauba Road 55 MPH Pauba Road to De Portola Road 55 MPH De Portola Road to Temecula Parkway 50 MPH Temecula Parkway to Welton Way 45 MPH Welton Way to Nighthawk Pass 45 MPH Cabrillo Avenue West Vallejo Avenue to Jedediah Smith Road 30 MPH Calle Chapos Calle Girasol to Walcott Lane 35 MPH Walcott Lane to Butterfield Stage Road 35 MPH Calle Girasol Calle Chapos to Nicolas Road 40 MPH Campanula Way De Portola Road (W) to Camino Del Sol 30 MPH Camino Del Sol to Meadows Parkway 30 MPH Meadows Parkway to De Portola Road (E) 40 MPH Chandler Drive Suzi Lane to Murrieta Hot Springs Road 35 MPH Crowne Hill Drive Butterfield Stage Road to Royal Crest Place 40 MPH Royal Crest Place to Pauba Road 40 MPH Del Rio Road Jefferson Avenue to Via Montezuma 35 MPH Dendy Parkway Diaz Road to Winchester Road 45 MPH Diaz Road Dendy Parkway to Winchester Road 50 MPH Winchester Road to Rancho Way 45 MPH Rancho Way to Rancho California Road 45 MPH Felix Valdez Road Vincent Mora a Road to Sixth Street 35 MPH First Street Old Town Front Street to Pujol Street 35 MPH Jedediah Smith Road Temecula Parkway to Ynez Road/De Portola Road 35 MPH Ynez Road/De Portola Road to Margarita Road 40 MPH Jefferson Avenue North City Limits to Winchester Road 40 MPH Winchester Road to Overland Drive 40 MPH Overland Drive to Via Montezuma 40 MPH Via Montezuma to Del Rio Road 40 MPH Del Rio Road to Rancho California Road 40 MPH Lakeview Road Harveston Drive to Date Street 30 MPH Leena Way Meadows Parkway to Campanula Way 40 MPH Montele ro Way to Meadows Parkway 40 MPH McCabe Drive Meadows Parkway to Amarita Way 40 MPH Mira Loma Drive Rancho Vista Road to Calle Violetta 25 MPH Moraga Road Margarita Road to Rancho California Road 40 MPH Rancho California Road to Via Las Colinas 25 MPH Nighthawk Pass Vail Ranch Parkway to Butterfield Stage Road 45 MPH Butterfield Stage Road to Chaote Road 35 MPH Overland Trail Redhawk Parkway to Vail Ranch Parkway 40 MPH Peach Tree Street Deer Hollow Way to Primrose Avenue 25 MPH Pechanga Parkway Temecula Parkway to Rainbow Canyon Road 40 MPH Rainbow Canyon Road to Muirfield Drive 40 MPH Muirfield Drive to Loma Linda Road 40 MPH Loma Linda Road to Wolf Valley Road 40 MPH Wolf Valley Road to Casino Drive South 40 MPH Casino Drive South to South City Limits 40 MPH Pechanga Road Pechanga Parkway to East City Limits 35 MPH Peppercorn Drive Redhawk Parkway to Deer Hollow Way 40 MPH Pio Pico Amarita Way/Montelegro Way to Margarita Road 35 MPH Margarita Road to De Portola Road 30 MPH Primrose Avenue Peach Tree Street to Pechanga Road 25 MPH Pu'ol Street First Street to South Terminus 25 MPH Rancho Vista Road Ynez Road to Margarita Road 50 MPH Margarita Road to Meadows Parkway 50 MPH Meadows Parkway to Butterfield Stage Road 50 MPH Rancho Way Business Park Drive to Diaz Road 35 MPH Redhawk Parkway Temecula Parkway to Via Rio Temecula 35 MPH Via Rio Temecula to Overland Tr 45 MPH Overland Tr to Vail Ranch Parkway 45 MPH Remington Avenue Diaz Road to Winchester Road 40 MPH Rio Nedo Diaz Road to Tierra Alta Way 40 MPH Tierra Alta Way to Via Industria 40 MPH Roripaugh Road Winchester Road to Nicolas Road 25 MPH Royal Crest Place Butterfield Stage Road to Crowne Hill Drive 35 MPH Santiago Road Old Town Front Street to Ynez Road 35 MPH Ynez Road to East Terminus 35 MPH Solana Way Ynez Road to Margarita Road 40 MPH Margarita Road to Via Norte 40 MPH Via Norte to Del Rey Road 40 MPH Sunny Meadows Drive Campanula Way to Corbie Street 35 MPH Corbie Street to Delta Way 35 MPH Delta Way to Meadows Parkway 35 MPH Suzi Lane Seraphina Road to Chandler Drive 30 MPH Tierra Vista Road Ynez Road to Calle Reva 30 MPH Via Las Colinas Rancho California Road to Mora a Road 25 MPH Via Montezuma Jefferson Avenue to Del Rio Road 30 MPH Via Rio Temecula Avenida De Missiones to Country Glen Wa 40 MPH Country Glen Way to Redhawk Parkway 40 MPH Village Road Township Road to Harveston Way 25 MPH Walcott Lane La Serena Way to Calle Cha os 45 MPH Wallaby Way Wolf Valley Road to Seagull Way 30 MPH Winchester Road Dendy Parkway to Fuller Road 40 MPH Fuller Road to Diaz Road 45 MPH Diaz Road to Enterprise Circle 40 MPH Enterprise Circle to Jefferson Avenue 40 MPH Jefferson Avenue to Ynez Road 40 MPH Ynez Road to Promenade Mall West 40 MPH Promenade Mall West to Promenade Mall East 40 MPH Promenade Mall East to Margarita Road 40 MPH Margarita Road to Roripaugh Road 40 MPH Rori au h Road to Nicolas Road 50 MPH Nicolas Road to East City Limits 50 MPH Wolf Creek Drive South Wolf Valley Road to Pechanga Parkway 35 MPH Ynez Road Winchester Road to Overland Drive 45 MPH Overland Drive to Solana Way 45 MPH Solana Way to Rancho California Road 45 MPH Rancho California Road to Rancho Vista Road 45 MPH Rancho Vista Road to Pauba Road 45 MPH Pauba Road to Santiago Road 45 MPH Santiago Road to La Paz Street 45 MPH La Paz Street to Jedediah Smith Road 45 MPH Yukon Road Rancho California Road to Margarita Road 35 MPH Zevo Drive Diaz Road to Winchester Road 45 MPH Section 2. Severability. The Temecula City Council hereby declares that the provisions of this Ordinance are severable and if for any reason a court of competent jurisdiction shall hold any sentence, paragraph, or section of this Ordinance to be invalid, such decision shall not affect the validity of the remaining parts of this Ordinance. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of February, 2023. Zak Schwank, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Ordinance No. 2023-02 was duly introduced and placed upon its first reading at a meeting of the City Council of the City of Temecula on the 24th day of January, 2023, and that thereafter, said Ordinance was duly adopted by the City Council of the City of Temecula at a meeting thereof held on the 141h day of February, 2023, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk Item No. 5 CITY OF TEMECULA AGENDA REPORT TO: City Council FROM: Aaron Adams, City Manager DATE: February 14, 2023 SUBJECT: Approve Fiscal Year 2022-23 Mid -Year Budget Adjustments PREPARED BY: Jennifer Hennessy, Director of Finance RECOMMENDATION: That the City Council adopt the following resolutions entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, AMENDING THE FISCAL YEAR 2022-23 ANNUAL OPERATING BUDGET RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING THE CAPITAL IMPROVEMENT PROGRAM FISCAL YEARS 2023-27 AND AMENDING THE CAPITAL IMPROVEMENT BUDGET FOR FISCAL YEAR 2022-23 BACKGROUND: In accordance with Budget Policy II.B.- Interim Reporting, City staff conducted a comprehensive Mid -Year review of its Annual Operating Budget and Capital Improvement Program Budget. The purpose of the review is to analyze revenue and expenditure trends to identify variances from the Adopted Budget and ensure that the City maintains a healthy fiscal position. The Mid -Year Budget includes a review of all City funds. The requested adjustments are summarized in the attached exhibits and discussed in further detail below. MID -YEAR HIGAI The attached Mid -Year Budget Update reflects adjustments to revenue projections to better align with the current economy and revenue trends experienced through December 31, 2022. Appropriation adjustments are reflected on the attached Exhibit A, which summarizes each request by Fund and Department, and are described in further detail below. Several Capital Improvement Program adjustments are requested due to higher than anticipated construction bids, due to economic inflation. Where possible, funding is recommended to be diverted from existing projects to supplement the funding shortfalls. GENERAL FUND: General Fund Revenue includes an increase of $2,712,848, bringing total FY22-23 Revenue to $111,178,650. Major adjustments by revenue category are noted below: • Property Tax — decrease of $487,191 to reflect contraction in the housing market. • Sales Tax — increase of $2,323,200 to reflect current trend in sales tax receipts, which is a 2% growth rate over the prior year. • Transient Occupancy Tax (TOT) — increase of $583,514 to reflect current trend in hotel occupancy rates. • Land Development/Building/Fire — increase of $1,617,032 due to higher permit/building activity. • Transfers In — decrease of $802,896 from Measure S due to the reduced cost of staffing at Fire Station 95 as a result of the County cost -sharing agreement, plus a decrease of $457,175 from the Gas Tax Fund due to lower Gas Tax revenue projected by the State. General Fund Expenditures include an increase of $117,295, bringing total Expenditues and Transfers Out to $130,064,543. Major adjustments by expenditure category are noted below: • Salaries and Benefits — decrease of $345,508 to reflect net salary savings realized through December 31, 2022. • Operations and Maintenance — increase of $711,323 due to increased legal services, plan check consulting services and the health flex contribution forfeiture. • Capital Outlay — decrease of $248,520 for the NPDES inlet filter project, which will be defered to next fiscal year. General Fund Ending Fund Balance is proiected to be $37,140,443, with Reserves fully - funded at $23,258,197. With revenues exceeding expenditures each year, the General Fund is structurally balanced and reserves are fully funded over the ensuing five years. As illustrated on the chart, the decline in Fund Balance from 2021-22 shows the paydown of the Civic Center and MRC facility debt, as well as the additional contribution to the City's unfunded pension liability with Ca1PERS. As the debt is paid off, fund balance begins to increase by 2024-25. GD.o0D.00o 5D.o0D.0DD 40.o00.ODD 30,000,0D0 20,000,000 so,00a,000 General Fund 5-Year Projections Fund Balance Trend Actuals _ I Projected 4V1�-19 fV18'19 019 "a 17 Vq21-22 F "3 4423.7P F,a11_Z5 f,O-te o*'l Fund Balance —Funded Reserve 0 Desired Reserve MEASURE S FUND: Measure S Revenue includes an increase of $2,290,539, bringing total FY22-23 Revenue to $39,971,000, which reflects a 2.5% growth rate over the prior year. Measure S Expenditures include a decrease of $1,345,605, bringing total FY22-23 Expenditures to $57,044,723. Mid -Year adjustments include a reduction in the transfer to TCSD of $1,488,709 as the TCSD beginning fund balance was higher than anticipated; a reduction in the transfer to the General Fund of $802,896 related to the funding of Fire Station 95 staffing; and various adjustments for several existing and new Capital Improvement Projects, as noted below: • CRC Splashpad & Shade Structure — $300,000 • Dog Park Renovation - $200,000 • MPSC Renovation - $1,025,000 • Playground Enhancements and Renovation - $300,000 • Ronald Reagan Sports Park Hockey Rink - $500,000 • Traffic Signal -Park & Ride Access - $250,000 • Flood Control Channel Reconstruction — ($125,000) transferred to MPSC Renovation • Park Restroom Renovations — ($900,000) transferred to MPSC Renovation • The MERC Kitchen Upgrade — ($604,000) project cancelled As illustrated in the pie chart, and in accordance with Council's Measure S Appropriation Guidelines, a total of 64% of Measure S appropriations are allocated to fund Capital Projects, 20% is allocated to fund Community Services, 10% is allocated to fund Police and Fire services and the remaining 6% is allocated to the City's various asset replacement funds. Total Measure S Ending Fund Balance is estimated to be $17,602,050. Measure 5 - FY22-23 Appropriations $57,044,724 SPECIAL REVENUE & DEBT SERVICE FUNDS: The City maintains 16 separate Special Revenue Funds and two Debt Service Funds. Activities in these funds are legally required to be accounted for in separate and distinct funds. Below is a summary of the Mid -Year requests for each Special Revenue and Debt Service Funds. Gas Tax reflects the reduction of $457,172 in revenue and transfers, per the estimates received from the State. These funds are transferred to the General Fund to support street and road maintenance. Road Maintenance Rehabilitation Account (RMRA) reflects the reduction of $200,747 in revenue, per the estimates received from the State. Development Impact Fee revenue reflects a reduction of $5,224,717 due to delays in development projects. Community Development Block Grant reflects an increase of $87,653 in revenue to correct the CDBG-CV allocation from HUD, and an increase of $116,348 in expenditures to reflect updated contractual obligations. Affordable Housing reflects an increase of $329,000 in revenue to reflect the anticipated Supplemental Educational Revenue Augmentation Fund (SERAF) payment received from the former Redevelopment Agency, and an increase of $50,000 in legal services anticipated due to the sale of an affordable housing unit. Measure A reflects an increase of $1,053,500 in revenue to reflect RCTC's update projection. INTERNAL SERVICES FUNDS: The City has nine Internal Service Funds, used to account for services provided internally between departments. Below is a summary of the Mid -Year requests for each Internal Service Fund. Insurance Fund reflects an increase of $200,000 in expenditures as a result of higher litigation claim activity than anticipated in the Adopted Budget. Workers' Compensation Fund reflects an increase of $40,000 in expenditures as a result of higher than anticipated claim activity. Technology Replacement Fund reflects an increase of $300,000 in expenditures to replace the failed UPS Battery System. CAPITAL IMPROVEMENT PROGRAM Adjustments to the Fiscal Years 2023-27 Capital Improvement Program include the following: • CRC Splashpad & Shade Structure — $300,000 in additional Measure S funding • Dog Park Renovation - $200,000 in additional Measure S funding • MPSC Renovation - $1,025,000 in additional Measure S funding • Playground Enhancements and Renovation - $300,000 in additional Measure S funding • Ronald Reagan Sports Park Hockey Rink - $500,000 in additional Measure S funding • Traffic Signal -Park & Ride Access - $250,000 in additional Measure S funding • Flood Control Channel Reconstruction — ($125,000) transferred to MPSC Renovation • Park Restroom Renovations — ($900,000) transferred to MPSC Renovation • The MERC Kitchen Upgrade — ($604,000) project cancelled • Ynez Road Improvements -Phase I — shift $1,400,000 from Fiscal Year 2022-23 to Fiscal Year 2023-24 to better align with available funding source revenue • Ynez Road Improvements -Phase II — shift $1,665,000 from Fiscal Year 2022-23 to Fiscal Year 2023-24 to better align with available funding source revenue • Americans with Disablities Act (ADA) Transition Plan Implementation - $7,352 in additional CDBG funding • Rancho California Road Median Improvements — shift $385,000 from Fiscal Year 2022-23 to Fiscal Year 2023-24 to better align with available funding source • Mary Phillips Senior Center Outdoor Recreational Area - $32,774 in additional CDBG-CV funding The following new projects are recommended to be added to the CIP: • De Portola Road/Jedediah Smith Road Roundabout - $1,000,000, which utilizes $800,000 in federal grant funds from the Economic Development Incentive/Community Project Fund program, plus $200,000 in DIF-Street Improvement Funds. FISCAL IMPACT: The Fiscal impact of each fund is noted in the attached Exhibits. ATTACHMENTS: 1. Summary of FY 2022-23 Mid -Year Appropriation Requests 2. Resolution — Annual Operating Budget Mid -Year Budget Amendments a. Exhibit A — General & Measure S Fund b. Exhibit B — Special Revenue & Debt Service Funds c. Exhibit C — Internal Service Funds 3. Resolution - Capital Improvement Program Mid -Year Budget Amendments a. Exhibit 1 — CIP Mid -Year Adjustments City of Temecula FY 2022-23 Mid -Year Appropriation Requests Exhibit 1 Revised Adjusted Mid -Year 2022-23 Account Description 22-23 Budget Request Budget GENERAL FUND Human Resources 001.150.999.5432 Health Flex Forfeiture City Clerk 001.120.999.5214 Repair & Maintenance - Vehicle 001.120.999.5217 Repair & Maintenance - Ofc Equip 001.120.999.5242 Small Tools/Equipment 001.120.999.5254 Advertising City Attorney 001.130.999.5246 LegalServices- General Emergency Management 001.115.227.5250 Other Outside Services Emergency Management 001.115.999.5250 Other Outside Services 001.115.999.5278 Emergency Management Planning 001.161.999.5100 Salaries & Wages Code Enforcement 001.162.611.5100 Salaries & Wages 001.162.611.5461 Revocation Proceedings 001.162.611.5440 Weed Abatement Building & Safety 001.162.999.5100 Salaries & Wages 001.162.999.5248 Consulting Services Public Works Land Dev 001.163.999.5121 Overtime Wages Public Works Streets Maintenance 001.164.601.5409 Property Maintenance Public Works - Traffic Engineering 001.164.602.5119 Part -Time (Project) Public Works NPDES Compliance 001.164.605.5610 Equipment Police 001.170.999.5288 Sworn Staff 001.170.999.5371 Every 15 Minutes Program Comments/Justification i - 178,732 178,732 FY22-23 anticipated health flex contribution forfeiture 178,732 552 (552) - Budget reduction - no further anticipated expenditures 221 (221) - Budget reduction - no further anticipated expenditures 1,082 (1,082) Budget reduction - no further anticipated expenditures 883 (883) Budget reduction - no further anticipated expenditures (2,738) 472,500 400,000 872,500 Higher levels of legal support than anticipated in the Adopted Budget 400,000 - 3,982 3,982 To cover food purchased for emergency personnel during Fairview Fire 3,982 5,000 4,000 9,000 To cover Covid test reimbursements 10,693 9,000 19,693 Requested to purchase 150 backbacks 13,000 1,413,807 (130,525) 1,283,282 Remaining calculated vacancy savings (Total savings of $187,525K through 12/31/22, reduced by mid -year requests totaling $57,000) (130,525) 455,156 (26,836) 428,320 Calculated vacancy savings through 12/31/22. - 250,000 250,000 Requested for legal services 64,750 50,000 114,750 Transfer from PW's Weed Abatement budget to ComDev 273,164 1,374,101 (143,147) 1,230,954 Calculated vacancy savings through 12/31/22 349,491 150,509 500,000 Requested for plan check services. Offset by revenue. 7,362 26,530 (10,000) 16,530 Budget reduction (10,000) 200,000 (50,000) 150,000 Transferred to ComDev for Weed Abatement (50,000) 49,468 (35,000) 14,468 Budget reduction (35,000) 250,000 (248,520) 1,480 Budget reduction (248,520) 24,859,535 (259,662) 24,599,873 Remaining estimated vacancy savings. (Total savings of $389K through 10/19/22 reduced by Capital Outlay requests totaling $129,338) 22,500 (22,500) - Budget reduction MEASURE S FUND 002.199.999.5901 Transfer to General Fund (802,896) Reduced funding for Fire Stn 95, due to County cost -sharing agreement 002.199.999.5901 Transfer to TCSD Operations (1,488,709) Reduced funding to TCSD, due to higher than anticipated beginning fund bal. 002.199.999.5901 Transfers to CIP 300,000 Additional funding for Proj 205 - CRC Splashpad 002.199.999.5901 Transfers to CIP 200,000 Additional funding for Proj 207 - Dog Park Renovation 002.199.999.5901 Transfers to CIP (125,000) Divert funding from Proj 127 - Flood Control Channel to Proj 782 MPSC Reno 002.199.999.5901 Transfers to CIP 1,025,000 Additional funding for Proj 782 - MPSC (from Proj 127 & 155) 002.199.999.5901 Transfers to CIP (900,000) Divert funding from Proj 155 Park Restrooms to Proj 782 MPSC Reno 002.199.999.5901 Transfers to CIP 300,000 Additional funding for Proj 120 - Playground Enhancements 002.199.999.5901 Transfers to CIP 500,000 Additional funding for Proj 223 - RRSP Hockey Rink 002.199.999.5901 Transfers to CIP (604,000) Cancellation of Proj 794 - The MERC Kitchen Upgrade 002.199.999.5901 Transfers to CIP 250,000 Additional funding for Proj 605 - Traffic Signal Park & Ride Access City of Temecula Exhibit 1 FY 2022-23 Mid -Year Appropriation Requests Revised Adjusted Mid -Year 2022-23 Account Description 22-23 Budget Request Budget Comments/Justification SPECIAL REVENUE FUNDS Gas Tax 100.199.999.5901 Transfer to General Fund 3,282,718 (457,173) 2,825,545 Reduced due to lower than anticipated Gas Tax revenue projected by State Development Impact Fees 120.199.999.5901 Transfer to CIP 9,557,980 (3,450,000) 6,107,980 Reduced due to lower than anticipated DIF revenue CDBG 140.199.999.5248 Consulting Services 89,005 21,497 110,502 Adjust to match agreement for CDBG Admin 140.199.999.5250 Other Outside Services 148,736 (276) 148,460 Adjust to match funding agreements 140.199.999.5358 CDBG-CV2 - 55,000 55,000 Remaining FY21-22 needed for Homeless Bridge Housing 140.199.999.5901 Operating Transfer Out 954,554 40,127 994,681 Adjust to reflect correct amount of CDBG-CV funding for CIP projects 116,348 Affordable Housing 165.199.999.5246 Legal Services - General TOTAL SPECIAL REVENUE FUNDS 102,655 50,000 (3,740,825) 152,655 Potential legal action related to the sale of affordable housing unit INTERNAL SERVICE FUNDS • Insurance Fund 300.199.999.5246 Legal Services General 200,000 200,000 400,000 Higher level of litigation claims. Appropriated from fund balance 200,000 Workers' Comp Fund 305.199.999.5206 Workers Compensation Claims 64,331 40,000 104,331 To cover Workers Comp Claims. Appropriated from fund balance 40,000 ISF Technology Replacement 325.199.999.5610 Equipment 172,787 300,000 472,787 Requested to replace all UPS Battery Systems TOTAL INTERNAL SERVICE FUNDS 300,000 540,000 RESOLUTION NO. 2023- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, AMENDING THE FISCAL YEAR 2022-23 ANNUAL OPERATING BUDGET THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The purpose of this review is to conduct an analysis of revenues and expenditures to ensure that the City maintains a prudent and healthy fiscal position. Section 2. That each year a mid -year review is conducted of City operating budgets. Section 3. That the mid -year review has been completed and the recommended adjustments are reflected in the attached schedules for the City's General Fund, Special Revenue, Debt Service and Internal Services Funds. Section 4. That the Fiscal Year 2022-23 General Fund and Measure S Fund Annual Operating Budgets are hereby amended in accordance with the attached Exhibit A, General Fund Fiscal Year 2022-23 Mid -Year Budget. Section 5. That the Fiscal Year 2022-23 Special Revenue Funds Annual Operating Budgets are hereby amended in accordance with the attached Exhibit B — Special Revenue and Debt Service Funds Fiscal Year 2022-23 Mid -Year Budget. Section 6. That the Fiscal Year 2022-23 Internal Services Funds Annual Operating Budgets are hereby amended in accordance with the attached Exhibit C, Internal Services Funds Fiscal Year 2022-23 Mid -Year Budget. Section 9. The City Clerk shall certify adoption of the resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of February, 2023. Zak Schwank, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 2023- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of February, 2023, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk Al It No ,A,4A W-IAAEWALtl General Fund & Measure S Fund Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 001 - GENERAL FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Taxes and Franchises Property Tax 10,040,635 10,481,183 3,348,077 9,993,992 (487,191) -4.6 % Sales Tax 49,147,752 47,818,800 16,527,959 50,142,000 2,323,200 4.9 Sales Tax Sharing Agreement (1,306,605) (1,362,404) (326,484) (1,308,245) 54,159 -4.0 % Franchise Fees 3,681,119 3,775,740 1,168,524 3,775,740 0 0.0 % Transient Occupancy Tax 4,530,407 3,859,035 1,785,474 4,442,549 583,514 15.1 % Special Tax (Measure C) 1,817,297 1,881,987 0 1,881,987 0 0.0 Licenses, Permits and Service Charges Development Impact Fees 47,440 18,000 0 18,000 0 0.0 % Charges For Services 1,190 0 711 1,000 1,000 100.0 % Business Licenses 258,390 265,302 128,614 265,302 0 0.0 Land Development 2,023,361 1,210,840 924,125 1,922,872 712,032 58.8 % Public Works 0 4,942 0 4,942 0 0.0 % Parks Maintenance 0 1,372 0 1,372 0 0.0 Building 3,074,244 1,968,768 1,574,758 2,528,768 560,000 28.4 % Planning 640,803 610,498 296,416 644,467 33,969 5.6 % Police 93,805 47,575 105,297 147,575 100,000 210.2 % Fire 1,172,635 699,502 761,098 1,044,502 345,000 49.3 % Development Fees 341,599 161,070 130,741 169,370 8,300 5.2 % Fines and Forfeitures Fines & Forfeitures 563,045 513,460 155,340 527,060 13,600 2.6 % Use of Money and Property Investment Interest (2,097,251) 73,950 (985,627) 0 (73,950) -100.0 % Lease/Rental Income 230,705 217,897 113,033 217,897 0 0.0 % Other 63,284 125,380 26,920 304,112 178,732 142.6 % Intergovernmental Revenues Property Tax In Lieu Of VLF 9,195,968 9,824,052 0 9,883,000 58,948 0.6 % Vehicle License Fees 130,279 87,954 0 87,954 0 0.0 % Grants 16,508 0 13,045 13,045 13,045 100.0 % Reimbursements Capital Improvement Program 2,656,349 2,402,842 740,291 2,402,842 0 0.0 Pechanga IGA 368,219 368,219 0 368,219 0 0.0 Other Reimbursements 386,475 1,203,762 81,872 748,322 (455,440) -37.8 % Operating Transfers In Operating Transfers In 10,310,929 15,814,034 0 15,356,859 (457,175) -2.9 % Contribution From Measure S 6,266,670 6,382,496 3,191,248 5,579,600 (802,896) -12.6 % Miscellaneous Miscellaneous 50,192 9,547 9,879 13,547 4,000 41.9 % Total Revenues and Other Sources 103,705,445 108,465,802 29,771,310 111,178,650 2,712,848 2.5 % Expenditures by Category Salaries & Benefits 18,180,891 21,666,546 10,591,877 21,321,038 (345,508) -1.6 % Operations & Maintenance 53,829,052 63,276,860 18,375,206 63,988,183 711,323 1.1 Internal Service Fund Allocations 6,011,184 7,123,059 3,492,892 7,123,059 0 0.0 % Capital Outlay 821,501 849,027 264,347 600,507 (248,520) -29.3 % Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 001 - GENERAL FUND Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Transfers 14,080,420 37,031,756 1,079,810 37,031,756 0 0.0 Total Expenditures and Other Financing Uses 92,923,048 129,947,248 33,804,131 130,064,543 117,295 0.1 Excess of Revenues Over (Under) Expenditures 10,782,396 (21,481,446) (4,032,821) (18,885,893) 2,595,553 -12.1 Fund Balance, Beginning of Year 45,243,940 56,026,336 56,026,336 Fund Balance, End of Year 56,026,336 34,544,891 37,140,443 Fund Description The General Fund is the main operating fund for the City of Temecula. It is used to account for all financial resources for the City that are not restricted to a special purpose and otherwise required to be accounted for in another fund. The General fund provides the resources necessary to sustain the day-to-day activities and pays for all administrative and operating expenditures. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 002 - MEASURE S FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Taxes and Franchises Transactions And Use Tax 39,199,804 37,610,081 13,050,311 39,971,000 2,360,919 6.3 Use of Money and Property Investment Interest (215,735) 70,380 13,554 0 (70,380) -100.0 % Total Revenues and Other Sources 38,984,069 37,680,461 13,063,865 39,971,000 2,290,539 6.1 % Expenditures by Category Transfers 29,523,899 58,390,328 11,676,170 57,044,723 (1,345,605) -2.3 Total Expenditures and Other Financing Uses 29,523,899 58,390,328 11,676,170 57,044,723 (1,345,605) -2.3 % Excess of Revenues Over (Under) Expenditures 9,460,170 (20,709,867) 1,387,696 (17,073,723) 3,636,144 -17.6 % Fund Balance, Beginning of Year 25,215,603 34,675,773 34,675,773 Fund Balance, End of Year 34,675,773 13,965,906 17,602,050 Fund Description Measure 5, approved by the voters on November 8, 2016, established a one -cent Transactions and Use Tax for the City. The measure was approved based on the commitment to maintain 9-1-1 emergency response times, prevent cuts to local paramedic/police/fire protection, school safety patrols, youth/after-school, senior and disabled services; improve freeway interchanges/reduce traffic and provide for other general services. �1:1:113�1:3 Special Revenue Funds Debt Service Funds Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 006 - FIRE FACILITY ACQUISITION FUND Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Use of Money and Property Investment Interest 0 0 547 0 0 0.0 % Operating Transfers In Operating Transfers In 0 1,500,000 0 1,500,000 0 0.0 Total Revenues and Other Sources 0 1,500,000 547 1,500,000 0 0.0 Excess of Revenues Over (Under) Expenditures 0 1,500,000 547 1,500,000 0 0.0 Fund Balance, Beginning of Year 0 0 0 Fund Balance, End of Year 0 1,500,000 1,500,000 Fund Description This fund was established to accumulate resources necessary to acquire property for a future Fire Station, construct new Fire Station or refurbish existing Fire Stations. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 105 - NPDES IN LIEU FEES FUND Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Development Fees 1,943 200,000 41,525 1,100,000 900,000 450.0 Use of Money and Property Investment Interest (3) 0 (59) 0 0 0.0 % Total Revenues and Other Sources 1,940 200,000 41,466 1,100,000 900,000 450.0 Excess of Revenues Over (Under) Expenditures 1,940 200,000 41,466 1,100,000 900,000 450.0 Fund Balance, Beginning of Year 0 1,940 1,940 Fund Balance, End of Year 1,940 201,940 1,101,940 Fund Description This fund was established to account for the collection of In Lieu fees associated with the National Pollutant Discharge Elimination System (NPDES). Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 106 - UPTOWN TEMECULA NEW STREETS IN -LIEU FEES % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Development Impact Fees 0 98,400 0 98,400 0 0.0 % Use of Money and Property Investment Interest (6,630) 6,600 527 0 (6,600) -100.0 % Total Revenues and Other Sources (6,630) 105,000 527 98,400 (6,600) -6.3 % Excess of Revenues Over (Under) Expenditures (6,630) 105,000 527 98,400 (6,600) -6.3 % Fund Balance, Beginning of Year 895,391 888,761 888,761 Fund Balance, End of Year 888,761 993,761 987,161 Fund Description This fund was established in conjunction with the adoption of the Uptown Temecula Specific Plan New Streets In -Lieu Fee. The Specific Plan requires developers to dedicate right-of-way and construct new street improvements adjacent to or through their development sites. Developers within the Specific Plan who cannot contribute right-of-way and/or build new streets will be charges a new streets in -lieu fee. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 108 - ARPA Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Intergovernmental Revenues Grants 7,039,754 7,039,754 7,039,754 7,039,754 0 0.0 Total Revenues and Other Sources 7,039,754 7,039,754 7,039,754 7,039,754 0 0.0 Expenditures by Category Transfers 7,039,754 7,039,754 0 7,039,754 0 0.0 Total Expenditures and Other Financing Uses 7,039,754 7,039,754 0 7,039,754 0 0.0 Excess of Revenues Over (Under) Expenditures 0 0 7,039,754 0 0 0.0 Fund Balance, Beginning of Year 0 0 Fund Balance, End of Year 0 0 0 Fund Description This fund was established to account for the receipt of Federal 2021-22 American Rescue Plan Act (ARPA) funds Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 110 - COVID-19 PANDEMIC COMMUNITY REINVESTMENT PROGRAM % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Operating Transfers In Operating Transfers In 0 7,040,000 0 7,040,000 0 0.0 Total Revenues and Other Sources 0 7,040,000 0 7,040,000 0 0.0 % Expenditures by Category Salaries & Benefits 5,106 24,067 16,048 24,067 0 0.0 Operations & Maintenance 0 7,435,538 58,775 7,435,538 0 0.0 Capital Outlay 0 100,000 0 100,000 0 0.0 Transfers 0 1,000,000 0 1,000,000 0 0.0 % Total Expenditures and Other Financing Uses 5,106 8,559,605 74,823 8,559,605 0 0.0 % Excess of Revenues Over (Under) Expenditures (5,106) (1,519,605) (74,823) (1,519,605) 0 0.0 Fund Balance, Beginning of Year (5,106) (5,106) Fund Balance, End of Year (5,106) (1,524,711) (1,524,711) Fund Description This fund was established in Fiscal Year 2021-22 to provide various community grants to support the local economy in its recovery from the COVID-19 global pandemic. Available General Fund balance was transferred into this fund to establish this new program. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 100 -GAS TAX FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Taxes and Franchises Gas Tax 2,631,694 3,282,718 986,198 2,825,546 (457,172) -13.9 % Use of Money and Property Investment Interest 7,035 0 1,555 0 0 0.0 % Total Revenues and Other Sources 2,638,730 3,282,718 987,753 2,825,546 (457,172) -13.9 % Expenditures by Category Transfers 2,740,607 3,282,718 0 2,825,546 (457,173) -13.9 % Total Expenditures and Other Financing Uses 2,740,607 3,282,718 0 2,825,546 (457,173) -13.9 % Excess of Revenues Over (Under) Expenditures (101,877) 0 987,753 1 1 100.0 % Fund Balance, Beginning of Year 101,877 0 0 Fund Balance, End of Year 0 0 0 Fund Description This fund was established to account for the tax per gallon on the purchase of motor vehicle fuel imposed by the State of California. A portion is allocated to the City of Temecula as specified in the California Streets and Highways Code (SHC) (Sections 2013, 2105, 2107 and 2107.5). Gas Tax monies are restricted to the repair, maintenance and upkeep of City streets and roads, and the purchase of equipment used to maintain roads. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 102 - ROAD MAINTENANCE REHABILITATION ACCOUNT (RMRA) FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Taxes and Franchises Gas Tax 2,250,420 2,570,577 994,098 2,384,080 (186,497) -7.3 % Use of Money and Property Investment Interest (23,994) 14,250 1,078 0 (14,250) -100.0 % Total Revenues and Other Sources 2,226,427 2,584,827 995,177 2,384,080 (200,747) -7.8 % Expenditures by Category Transfers 2,250,420 2,269,086 0 2,269,086 0 0.0 Total Expenditures and Other Financing Uses 2,250,420 2,269,086 0 2,269,086 0 0.0 % Excess of Revenues Over (Under) Expenditures (23,993) 315,741 995,177 114,994 (200,747) -63.6 % Fund Balance, Beginning of Year 1,585,330 1,561,337 1,561,337 Fund Balance, End of Year 1,561,337 1,877,078 1,676,331 Fund Description This fund is to account for gasoline and vehicle registration taxes pursuant to the Road Repair and Accountability Act of 2017 (S61 Beall). Monies are collected by the State of California and allocated to local agencies for streets and roads projects and other transportation uses. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 103 - STREET MAINTENANCE FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Use of Money and Property Investment Interest (37,492) 10,800 3,100 0 (10,800) -100.0 % Operating Transfers In Contribution From Measure S 2,000,000 2,000,000 1,000,000 2,000,000 0 0.0 Total Revenues and Other Sources 1,962,508 2,010,800 1,003,100 2,000,000 (10,800) -0.5 % Expenditures by Category Transfers 0 3,600,000 0 3,600,000 0 0.0 Total Expenditures and Other Financing Uses 0 3,600,000 0 3,600,000 0 0.0 % Excess of Revenues Over (Under) Expenditures 1,962,508 (1,589,200) 1,003,100 (1,600,000) (10,800) 0.7 % Fund Balance, Beginning of Year 3,461,494 5,424,002 5,424,002 Fund Balance, End of Year 5,424,002 3,834,802 3,824,002 Fund Description This fund was established to accumulate resources for the future replacement of streets and roads throughout the City Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 120 - DEVELOPMENT IMPACT FEES FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Development Impact Fees Quimby Fees Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Transfers Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year 2,445,390 12,211,948 2,036,591 7,009,231 (5,202,717) -42.6 % 1,952,029 1,330,512 0 1,330,512 0 0.0 % (43,616) 22,000 3,313 0 (22,000) -100.0 % 4,353,803 13,564,460 2,039,905 8,339,743 (5,224,717) -38.5 % 264,039 9,557,980 0 6,107,980 (3,450,000) -36.1 % 264,039 9,557,980 0 6,107,980 (3,450,000) -36.1 % 4,089,764 4,006,480 2,039,905 2,231,763 (1,774,717) -44.3 % 3,564,979 7,654,743 7,654,743 7,654,743 11,661,223 9,886,505 Fund Description This fund accounts for the development impact fees received as a result of development activity within the City. The fees are primarily used to fund Capital Improvement Projects designed to mitigate the impacts of development projects. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 125 - PUBLIC EDUCATION & GOVERNMENT (PEG) FUND Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Taxes and Franchises Peg Fees 198,322 200,000 45,226 200,000 0 0.0 Use of Money and Property Investment Interest (5,266) 3,300 342 0 (3,300) -100.0 % Total Revenues and Other Sources 193,057 203,300 45,568 200,000 (3,300) -1.6 Expenditures by Category Capital Outlay 106,045 140,223 16,683 140,223 0 0.0 Total Expenditures and Other Financing Uses 106,045 140,223 16,683 140,223 0 0.0 Excess of Revenues Over (Under) Expenditures 87,011 63,077 28,884 59,777 (3,300) -5.2 Fund Balance, Beginning of Year 623,661 710,672 710,672 Fund Balance, End of Year 710,672 773,749 770,449 Fund Description This fund was established to account for Public Education and Government (PEG) fees. Fees received from local cable operators for the sole purpose of supporting the access facilities and activities within the City. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 140 - COMMUNITY DEV BLOCK GRANT FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Intergovernmental Revenues Community Development Block Grant 646,010 575,000 171,180 574,116 (884) -0.2 % CDBG - CV GRANTS 329,000 0 0 0 0 0.0 CDBG - CV2 GRANTS 125,182 630,894 15,184 719,431 88,537 14.0 % Total Revenues and Other Sources 1,100,192 1,205,894 186,364 1,293,547 87,653 7.3 % Expenditures by Category Salaries & Benefits 36,635 36,836 18,694 36,836 0 0.0 Operations & Maintenance 317,891 237,741 206,412 313,962 76,221 32.1 Transfers 354,159 954,554 0 994,681 40,127 4.2 % Total Expenditures and Other Financing Uses 708,685 1,229,131 225,105 1,345,479 116,348 9.5 % Excess of Revenues Over (Under) Expenditures 391,506 (23,237) (38,741) (51,932) (28,695) 123.5 % Fund Balance, Beginning of Year (282,957) 108,549 108,549 Fund Balance, End of Year 108,549 85,312 56,617 Fund Description This fund was established to account for grants received from the U.S. Department of Housing and Urban Development (HUD). The grants are used for the redevelopment of a viable community by providing decent housing, a suitable living environment, and for expanding opportunities, principally for persons of low and moderate income. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 145 - TEMECULA ENERGY EFFICIENCY ASSET (TEAM) FUND Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Use of Money and Property Investment Interest (6,210) 0 494 0 0 0.0 % Total Revenues and Other Sources (6,210) 0 494 0 0 0.0 Expenditures by Category Transfers 0 98,929 0 98,929 0 0.0 Total Expenditures and Other Financing Uses 0 98,929 0 98,929 0 0.0 Excess of Revenues Over (Under) Expenditures (6,210) (98,929) 494 (98,929) 0 0.0 Fund Balance, Beginning of Year 839,738 833,528 833,528 Fund Balance, End of Year 833,528 734,599 734,599 Fund Description This fund was established to capture energy efficiency rebates and reimbursements as well as expenditure savings resulting from energy efficiency projects completed at various City facilities. Revenue collected in this fund will be utilized on future energy efficiency projects. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 150 - AB 2766 MOTOR VEHICLE SUBVENTION FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Use of Money and Property Investment Interest (1,851) 315 84 0 (315) -100.0 % Intergovernmental Revenues AB2766 Motor Vehicle Subvention 106,782 150,174 73,989 150,174 0 0.0 Total Revenues and Other Sources 104,930 150,489 74,073 150,174 (315) -0.2 % Expenditures by Category Operations & Maintenance 20,000 10,000 0 10,000 0 0.0 Transfers 6,700 216,955 0 216,955 0 0.0 % Total Expenditures and Other Financing Uses 26,700 226,955 0 226,955 0 0.0 % Excess of Revenues Over (Under) Expenditures 78,230 (76,466) 74,073 (76,781) (315) 0.4 % Fund Balance, Beginning of Year 172,301 250,531 250,531 Fund Balance, End of Year 250,531 174,065 173,750 Fund Description This fund was established to account for subvention funds that are used to implement programs and projects that reduce air pollution from motor vehicles. AB2766 Funds are derived from a Motor Vehicle Registration fee surcharge. Local governments are allocated $1.60 for every eligible vehicle registered within the South Coast Air Quality Management District. Funds are disbursed based on the City's population as a percentage of the total population within the District. This fund is used for Capital projects and the City's share of WRCOG's Clean Cities Coalition. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 160 - SUPPLEMENTAL LAW ENFORCEMENT SERVICES FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Use of Money and Property Investment Interest 908 665 105 0 (665) -100.0 % Intergovernmental Revenues SLESF Grant 277,001 280,000 137,763 280,000 0 0.0 Total Revenues and Other Sources 277,909 280,665 137,868 280,000 (665) -0.2 % Expenditures by Category Transfers 364,530 367,286 0 367,286 0 0.0 Total Expenditures and Other Financing Uses 364,530 367,286 0 367,286 0 0.0 % Excess of Revenues Over (Under) Expenditures (86,621) (86,621) 137,868 (87,286) (665) 0.8 % Fund Balance, Beginning of Year 86,621 0 0 Fund Balance, End of Year 0 (86,621) (87,286) Fund Description This fund was established to account for the Supplemental Law Enforcement Services grant monies from the State of California which are provided to assist cities in delivering front line law enforcement services. These monies supplement existing services and may not be used to supplant any existing funding for law enforcement services provided by the City. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 161 - TEMECULA MAJOR CRIMES REWARD FUND Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Use of Money and Property Investment Interest (255) 0 6 0 0 0.0 % Total Revenues and Other Sources (255) 0 6 0 0 0.0 Expenditures by Category Transfers 26,952 0 0 0 0 0.0 Total Expenditures and Other Financing Uses 26,952 0 0 0 0 0.0 Excess of Revenues Over (Under) Expenditures (27,207) 0 6 0 0 0.0 Fund Balance, Beginning of Year 27,207 0 0 Fund Balance, End of Year 0 0 0 Fund Description This fund was established to account for a reward for information that leads to the capture and conviction of the person(s) responsible for the murder of Larry Robinson and Justin Triplett. The General Fund contributed $25,000 and the public can also contribute to this fund. The fund was established in accordance with Resolution Nos. 13-25 and 15-37. In April of 2018, Council adopted Resolution No. 18-24 for the continuation of the reward for an additional three years (to March 22, 2021) to assist the Sheriff in the investigation since no person has been arrested for the Larry Robinson murder. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 165 - AFFORDABLE HOUSING FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Taxes and Franchises Redevelopment Property Tax Fund 0 557,000 0 900,000 343,000 61.6 Distribution Use of Money and Property Investment Interest (13,847) 14,000 2,465 0 (14,000) -100.0 % Lease/Rental Income (14,301) 0 0 0 0 0.0 % Intergovernmental Revenues Agency Trust Contribution 250,000 250,000 0 250,000 0 0.0 Total Revenues and Other Sources 221,852 821,000 2,465 1,150,000 329,000 40.1 % Expenditures by Category Salaries & Benefits 240,712 233,329 124,218 233,329 0 0.0 Operations & Maintenance 37,088 295,518 45,134 345,518 50,000 16.9 Internal Service Fund Allocations 34,060 37,802 19,596 37,802 0 0.0 % Transfers 0 557,000 0 557,000 0 0.0 % Total Expenditures and Other Financing Uses 311,860 1,123,649 188,948 1,173,649 50,000 4.4 % Excess of Revenues Over (Under) Expenditures (90,008) (302,649) (186,483) (23,649) 279,000 -92.2 Fund Balance, Beginning of Year 12,054,618 11,964,610 11,964,610 Fund Balance, End of Year 11,964,610 11,661,961 11,940,961 Fund Description The Affordable Housing fund contains the assets as well as loan and rental income which have been transferred to the City of Temecula from the former Redevelopment Agency. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 170 - MEASURE A FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Use of Money and Property Investment Interest (74,771) 53,500 5,887 0 (53,500) -100.0 % Intergovernmental Revenues Measure A 4,141,441 3,227,000 1,477,605 4,334,000 1,107,000 34.3 Total Revenues and Other Sources 4,066,670 3,280,S00 1,483,493 4,334,000 1,053,500 32.1 % Expenditures by Category Operations & Maintenance 1,599,339 2,968,379 2,405,402 2,968,379 0 0.0 Transfers 2,834,725 2,575,000 0 2,575,000 0 0.0 % Total Expenditures and Other Financing Uses 4,434,064 5,543,379 2,405,402 5,543,379 0 0.0 % Excess of Revenues Over (Under) Expenditures (367,394) (2,262,879) (921,909) (1,209,379) 1,053,500 -46.6 Fund Balance, Beginning of Year 9,430,636 9,063,242 9,063,242 Fund Balance, End of Year 9,063,242 6,800,363 7,853,863 Fund Description This fund was established to account for the City's allocation of the County of Riverside's additional one-half percent sales tax for transportation. These monies are restricted for use on local streets. In 2002, Measure A was extended by Riverside County voters. Measure A will continue to fund transportation improvements through 2039. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 198 - PUBLIC ART FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Public Art 41,837 17,850 23,052 17,850 0 0.0 Use of Money and Property Investment Interest (941) 500 62 0 (500) -100.0 % Total Revenues and Other Sources 40,896 18,350 23,114 17,850 (500) -2.7 % Expenditures by Category Operations & Maintenance 0 30,000 0 30,000 0 0.0 Total Expenditures and Other Financing Uses 0 30,000 0 30,000 0 0.0 % Excess of Revenues Over (Under) Expenditures 40,896 (11,650) 23,114 (12,150) (500) 4.3 % Fund Balance, Beginning of Year 91,099 131,995 131,995 Fund Balance, End of Year 131,995 120,345 119,845 Fund Description This fund was established pursuant to Temecula Municipal Code Section 5.08.040, whereby the fund serves a a depository for the fees paid in lieu of art as well as monetary donations for public art. The Public Art In Lieu fee is one -tenth of one percent of an eligible development project in excess of $100,000. Eligble uses of this fund include the design, acquisition, installation, improvement, maintenance and insurance of public artwork; offering of performing arts programs on City property for the community; and art education programs on City property for the community. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 395 - 2018 FINANCING LEASE (CIVIC CENTER) FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Operating Transfers In Operating Transfers In 1,962,107 13,425,327 801,906 13,425,327 0 0.0 Total Revenues and Other Sources 1,962,107 13,425,327 801,906 13,425,327 0 0.0 % Expenditures by Category Operations & Maintenance 1,962,107 13,425,327 400,689 13,425,327 0 0.0 Total Expenditures and Other Financing Uses 1,962,107 13,425,327 400,689 13,425,327 0 0.0 % Excess of Revenues Over (Under) Expenditures 0 0 401,218 0 0 0.0 Fund Balance, Beginning of Year 0 0 0 Fund Balance, End of Year 0 0 0 Fund Description This fund was established to account for the payment of interest and principal of the refunding of the 2001 and 2008 Certificates of Participation (COPs). The 2001 COPS were originally issued to finance the construction of the Community Recreation Center and the 2008 COPS were originally issued to finance the construction of the Civic Center. In Fiscal Year 2018-19, the terms of the lease were refinanced, lowering the interest rate from 3.75% to 3.42%. The term of the lease expires September 1, 2033. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 396 - 2018 FINANCING LEASE (MRC) FUND Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Operating Transfers In Operating Transfers In 555,806 5,316,429 277,903 5,316,429 0 0.0 Total Revenues and Other Sources 555,806 5,316,429 277,903 5,316,429 0 0.0 Expenditures by Category Operations & Maintenance 555,806 5,316,429 138,952 5,316,429 0 0.0 Total Expenditures and Other Financing Uses 555,806 5,316,429 138,952 5,316,429 0 0.0 Excess of Revenues Over (Under) Expenditures 0 0 138,952 0 0 0.0 Fund Balance, Beginning of Year 0 0 0 Fund Balance, End of Year 0 0 0 Fund Description This fund was established to account for the payments of interest and principal related to the financing of the rehabilitation of the Margarita Recreation Center (MRC). The Lease Agreement, dated August 1, 2018, generated $6.5 million in proceeds at an interest rate of 3.42%. The Term of the lease expires September 1, 2033, EXHIBIT C Internal Service Funds Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 300 - INSURANCE FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Charges For Services 1,380,637 1,517,257 1,591,664 1,517,257 0 0.0 Use of Money and Property Investment Interest (9,398) 8,200 5,146 0 (8,200) -100.0 % Total Revenues and Other Sources 1,371,239 1,525,457 1,596,810 1,517,257 (8,200) -0.5 % Expenditures by Category Salaries & Benefits 136,378 155,760 86,445 155,760 0 0.0 Operations & Maintenance 1,201,915 1,696,497 1,514,132 1,896,497 200,000 11.8 Uncategorized Expenses 51,742 0 0 0 0 0.0 % Total Expenditures and Other Financing Uses 1,390,035 1,852,257 1,600,576 2,052,257 200,000 10.8 % Excess of Revenues Over (Under) Expenditures (18,795) (326,800) (3,766) (535,000) (208,200) 63.7 % Fund Balance, Beginning of Year 828,918 810,123 810,123 Fund Balance, End of Year 810,123 483,323 275,123 Fund Description The Insurance Fund was established to account for the City's liability and property insurance costs. Fund Balance is a combination of both spendable and non spendable assets. These costs are allocated to each department based on the total number of Full Time Equivalent positions assigned to those departments. The City has a Self -Insured Retention (SIR) of $150,000 per incident, and strives to maintain a fund balance equal to three times the SIR. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 305 - WORKERS' COMPENSATION FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Charges For Services 0 437,718 0 437,718 0 0.0 Use of Money and Property Investment Interest (12,896) 16,700 1,595 0 (16,700) -100.0 % Reimbursements Other Reimbursements 0 0 2,137 0 0 0.0 % Total Revenues and Other Sources (12,896) 454,418 3,732 437,718 (16,700) -3.7 % Expenditures by Category Salaries & Benefits 120,869 156,260 86,444 156,260 0 0.0 % Operations & Maintenance 226,948 316,607 272,799 3S6,607 40,000 12.6 % Total Expenditures and Other Financing Uses 347,817 472,867 359,243 512,867 40,000 8.5 % Excess of Revenues Over (Under) Expenditures (360,713) (18,449) (355,511) (75,149) (56,700) 307.3 % Fund Balance, Beginning of Year 2,038,333 1,677,620 1,677,620 Fund Balance, End of Year 1,677,620 1,659,171 1,602,471 Fund Description The Workers' Compensation Fund was established in Fiscal Year 2014-15 as the City transitions to a self -insured status for Workers' Compensation liabilities. Departments are charged based on each position allocated on a Full Time Equivalent basis, with a cost assigned to each position based on job duties and potential for risk. The desired Net Position for this fund is $1.5 million, which represents three -times the City's Self -Insured Retention amount of $500,000. Alk The Heart of Southern California Wine Country FUND: 310 - VEHICLES AND EQUIPMENT FUND City of Temecula Fiscal Year 2022-23 Quarterly Budget Report % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Charges For Services 341,896 464,445 168,220 464,445 0 0.0 Use of Money and Property Investment Interest (20,047) 12,100 1,798 0 (12,100) -100.0 % Operating Transfers In Contribution From Measure S 500,000 500,000 250,000 500,000 0 0.0 % Total Revenues and Other Sources 821,849 976,545 420,018 964,445 (12,100) -1.2 % Expenditures by Category Operations & Maintenance 376,267 0 0 0 0 0.0 % Capital Outlay 0 867,095 237,188 867,095 0 0.0 % Total Expenditures and Other Financing Uses 376,267 867,095 237,188 867,095 0 0.0 % Excess of Revenues Over (Under) Expenditures 445,582 109,450 182,829 97,350 (12,100) -11.1 % Fund Balance, Beginning of Year 4,273,712 4,719,294 4,719,294 Fund Balance, End of Year 4,719,294 4,828,743 4,816,643 Fund Description The Vehicles and Equipment Fund was established to account for the depreciation of vehicles and capital equipment over their estimated useful lives, and to accumulate resources for the purchase of future replacement vehicles and equipment. Fund Balance is a combination of both spendable and non spendable assets. Departments are charged based on the replacement costs for each asset benefitting the department. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 320 - INFORMATION TECHNOLOGY FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Charges For Services 4,477,549 5,612,925 2,300,535 5,612,925 0 0.0 Use of Money and Property Investment Interest (15,680) 7,100 3,731 0 (7,100) -100.0 % Operating Transfers In Contribution From Measure S 300,000 300,000 150,000 300,000 0 0.0 % Total Revenues and Other Sources 4,761,869 5,920,025 2,454,266 5,912,925 (7,100) -0.1 % Expenditures by Category Salaries & Benefits 2,204,994 2,520,960 1,276,742 2,520,960 0 0.0 % Operations & Maintenance 2,410,863 3,326,425 1,432,594 3,326,425 0 0.0 % Internal Service Fund Allocations 2,660 2,660 1,330 2,660 0 0.0 % Capital Outlay 0 115,000 4,140 115,000 0 0.0 % Total Expenditures and Other Financing Uses 4,618,517 5,965,045 2,714,805 5,965,045 0 0.0 % Excess of Revenues Over (Under) Expenditures 143,352 (45,020) (260,539) (52,120) (7,100) 15.8 % Fund Balance, Beginning of Year 1,305,662 1,449,014 1,449,014 Fund Balance, End of Year 1,449,014 1,403,994 1,396,894 Fund Description The Information Technology Fund was established to fund and account for computer and telephone system operating and maintenance expenses. Fund Balance is a combination of both spendable and non spendable assets. Adjustments are made to Fund Balance to include additional spendable resources available for expenditure. Departments are charged based on the number of electronic devices assigned. The Ronald H. Roberts Temecula Public Library facility is charged directly for all IT expenditures and personnel costs related to the facility. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 325 - TECHNOLOGY REPLACEMENT FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Charges For Services 190,474 160,000 84,462 160,000 0 0.0 % Use of Money and Property Investment Interest (15,493) 8,300 1,342 0 (8,300) -100.0 % Operating Transfers In Contribution From Measure S 500,000 500,000 250,000 500,000 0 0.0 % Total Revenues and Other Sources 674,981 668,300 335,804 660,000 (8,300) -1.2 % Expenditures by Category Operations & Maintenance 264,356 0 0 0 0 0.0 % Capital Outlay 0 172,787 67,181 472,787 300,000 173.6 % Total Expenditures and Other Financing Uses 264,356 172,787 67,181 472,787 300,000 173.6 % Excess of Revenues Over (Under) Expenditures 410,625 495,513 268,623 187,213 (308,300) -62.2 % Fund Balance, Beginning of Year 2,060,546 2,471,171 2,471,171 Fund Balance, End of Year 2,471,171 2,966,685 2,658,385 Fund Description The Technology Replacement Fund was established in Fiscal Year 2014-15 in order to accumulate resources for computer and telephone equipment and software to fund future equipment replacement. Fund Balance is a combination of both spendable and non spendable assets. Contributions to this fund are made by departments utilizing the assets in an amount equivalent to the estimated cost to replace the item at the end of its useful life. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 330 - SUPPORT SERVICES FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Charges For Services 336,771 379,963 165,722 379,963 0 0.0 Use of Money and Property Investment Interest (301) 105 104 0 (105) -100.0 % Total Revenues and Other Sources 336,470 380,068 165,826 379,963 (105) 0.0 % Expenditures by Category Salaries & Benefits 239,455 253,946 135,646 253,946 0 0.0 Operations & Maintenance 97,617 126,018 93,433 126,018 0 0.0 % Total Expenditures and Other Financing Uses 337,072 379,963 229,079 379,963 0 0.0 % Excess of Revenues Over (Under) Expenditures (602) 105 (63,253) 0 (105) -100.1 % Fund Balance, Beginning of Year 4,024 3,422 3,422 Fund Balance, End of Year 3,422 3,527 3,422 Fund Description The Support Services Fund was established as a cost center for the City's central receptionist, duplicating, printing, and mailing activities. It is also used to depreciate all related copying and mailing equipment over their useful lives, and to accumulate resources for the purchase of future equipment. Fund Balance is a combination of both spendable and non spendable assets. Departments are charged based on a count of copies made in the previous fiscal year. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 335 - SUPPORT SERVICES REPLACEMENT FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Charges For Services 41,997 25,000 20,234 25,000 0 0.0 Use of Money and Property Investment Interest (2,516) 2,600 347 0 (2,600) -100.0 % Total Revenues and Other Sources 39,481 27,600 20,581 25,000 (2,600) -9.4 % Expenditures by Category Operations & Maintenance 54,403 0 0 0 0 0.0 Capital Outlay 0 25,000 12,964 25,000 0 0.0 % Total Expenditures and Other Financing Uses 54,403 25,000 12,964 25,000 0 0.0 % Excess of Revenues Over (Under) Expenditures (14,922) 2,600 7,618 0 (2,600) -100.0 % Fund Balance, Beginning of Year 404,324 389,402 389,402 Fund Balance, End of Year 389,402 392,002 389,402 Fund Description The Support Services Replacement Fund was established to accumulate resources for the future replacement of the City's duplicating equipment. Alk The Heart of Southern California Wine Country FUND: 340 - FACILITIES FUND City of Temecula Fiscal Year 2022-23 Quarterly Budget Report % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Charges For Services 1,475,674 1,651,435 580,711 1,651,435 0 0.0 Use of Money and Property Investment Interest (5,485) 960 1,357 0 (960) -100.0 % Total Revenues and Other Sources 1,470,189 1,652,395 582,068 1,651,435 (960) -0.1 % Expenditures by Category Salaries & Benefits 431,172 598,277 243,220 598,277 0 0.0 Operations & Maintenance 1,049,988 1,058,708 533,191 1,058,708 0 0.0 % Total Expenditures and Other Financing Uses 1,481,160 1,656,985 776,411 1,656,985 0 0.0 % Excess of Revenues Over (Under) Expenditures (10,971) (4,590) (194,343) (5,550) (960) 20.9 % Fund Balance, Beginning of Year 588,587 577,616 577,616 Fund Balance, End of Year 577,616 573,026 572,066 Fund Description The Facilities Fund was established to account for the cost of the Civic Center, Former City Hall Facility, City Maintenance Facility, Field Operations Center, and Civic Center Parking Structure operations and maintenance. Fund Balance is a combination of both spendable and non spendable assets. Departments are charged based on square footage allotted as well as full time staff equivalents assigned. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 350 - FACILITY REPLACEMENT FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Charges For Services 64,643 76,009 36,816 76,009 0 0.0 Use of Money and Property Investment Interest (2,185) 3,400 233 0 (3,400) -100.0 % Operating Transfers In Contribution From Measure S 660,000 910,000 455,000 910,000 0 0.0 % Total Revenues and Other Sources 722,458 989,409 492,049 986,009 (3,400) -0.3 % Expenditures by Category Operations & Maintenance 105,338 0 0 0 0 0.0 % Capital Outlay 4,138 10,191 10,224 10,191 0 0.0 % Transfers 249,644 750,000 0 750,000 0 0.0 % Total Expenditures and Other Financing Uses 359,120 760,191 10,224 760,191 0 0.0 % Excess of Revenues Over (Under) Expenditures 363,338 229,218 481,825 225,818 (3,400) -1.5 % Fund Balance, Beginning of Year 382,769 746,107 746,107 Fund Balance, End of Year 746,107 975,325 971,925 Fund Description The Facility Replacement Fund was established to accumulate resources for the future replacement of equipment, systems and fixtures within City -owned facilities. RESOLUTION NO.2023- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING THE CAPITAL IMPROVEMENT PROGRAM FISCAL YEARS 2023-27 AND AMENDING THE CAPITAL IMPROVEMENT BUDGET FOR FISCAL YEAR 2022-23 THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The City Council hereby finds, determines and declares that: A. On May 18, 2022, the Planning Commission found the Capital Improvement Program projects are consistent with the General Plan in accordance with Government Code Section 65401 of State Planning and Zoning Law. B. On June 14, 2022, the City Council adopted Resolution No. 2022-49 approving the City of Temecula Capital Improvement Program Fiscal Years 2023-27 (CIP). C. Adoption of the Amendments noted herein are categorically exempt from environmental review under the California Environmental Quality Act (CEQA). Pursuant to Sections 15262 and 15061 (b) (3) of the State Guidelines for Implementation of CEQA, a project involving only feasibility or planning studies for possible future actions because it can be seen with certainty that this prioritizing and fund allocation program set forth in the Amendment cannot and does not have the potential to cause a significant effect on the environment. No physical activity will occur until all required CEQA review is conducted at the time the physical improvements prioritized in the Amendment are undertaken. The Council reaffirms and incorporates herein the findings set forth in Section 1 of Resolution No. 2022-49. Section 2. Specific Actions: Based on the findings above, the City Council determines and declares the following adjustments to the Fiscal Year "City of Temecula Capital Improvement Program Fiscal Years 2023-27" are hereby adopted: A. Amend the 2022-23 appropriation for the Ynez Road Improvements -Phase I project, to shift $1,400,000 in DIF-Street Improvements funding from Fiscal Year 2022-23 to 2023-24 to align with available funding source revenue. B. Amend the 2022-23 appropriation for the Ynez Road Improvements -Phase II project, to shift $1,665,000 in DIF-Street Improvements funding from Fiscal Year 2022-23 to 2023-24 to align with available funding source revenue. C. Amend the 2022-23 appropriation for the Mary Phillips Senior Center Enhancement and Renovation project, to allocate an additional $1,025,000 in Measure S funds. D. Amend the 2022-23 appropriation for the Rancho California Road Median Improvements project, to shift $385,000 in DIF-Street Improvements funding from Fiscal Year 2022-23 to 2023-24 to align with available funding source revenue. E. Amend the 2023-27 Capital Improvement Program to remove the MERC Concession Upgrade project and reprogram $604,000 in Measure S funding. F. Amend the 2022-23 appropriation for the Flood Control Channel Reconstruction and Repair project, to shift $125,000 in Measure S funds to Fiscal Year 2023-24. G. Amend the 2022-23 appropriation for the Park Restrooms Renovation, Expansion and Americans with Disabilities Act (ADA) Improvements project, to shift $900,000 in Measure S funds to Fiscal Year 2023-24. H. Amend the 2022-23 appropriation for the Playground Equipment Enhancements and Safety Surfacing project, to allocate an additional $300,000 in Measure S funds. I. Amend the 2022-23 appropriation for the Community Recreation Center Splash Pad and Shade Structure project, to allocate an additional $300,000 in Measure S funds. J. Amend the 2022-23 appropriation for the Dog Park Renovation project, to allocate an additional $200,000 in Measure S funds. K. Amend the 2022-23 appropriation for the Ronald Reagan Sports Park Hockey Rink project, to allocate an additional $500,000 in Measure S funds. L. Amend the 2022-23 appropriation for the Traffic Signal — Park & Ride Access Improvements project, to allocate an additional $250,000 in Measure S funds. M. Amend the 2022-23 appropriation for the Americans with Disabilities Act (ADA) Transition Plan Implementation project, to allocate an additional $7,352 in CDBG funds. N. Amend the 2022-23 appropriation for the Mary Phillips Senior Center Outdoor Recreational Area project, to allocate an additional $32,774 CDBG-CV funds. a O. Amend the Fiscal Years 2023-27 Capital Improvement Program to add the following new project subject to future Planning Commission determination that the project is consistent with the City's General Plan: a. De Portola Road/Jedediah Smith Road Roundabout Project, utilizing $800,000 in federal grant funds from the Economic Development Incentive/Community Project Funding Program and $200,000 in Development Impact Fees — Street Improvement Funds; The budget and appropriation for these projects are set forth in Exhibit 1 and are hereby approved. Section 3. Certification: The City Clerk shall certify the adoption of this resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of February, 2023. ATTEST: Randi Johl, City Clerk [SEAL] Zak Schwank, Mayor 3 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 2023- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of February, 2023, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk Capital Improvement Program Ak Al 1% 7(1� A rhaHa—ofso> r�care wore c0"t'y YNEZ ROAD IMPROVEMENTS - PHASE I Circulation Project Project Description: This project includes widening the easterly side of Ynez Road, from Rancho Vista Road north roughly 1100 feet, to two lanes in each direction, and the completion of missing segments of curb and gutter, sidewalk, and landscaped medians, in coordination with adjacent development. Benefit: This project improves traffic circulation by widening an important arterial road in this part of the City. Core Value: Transportation Mobility and Connectivity Project Status: This project is contingent on adjacent development moving forward. Department: Public Works -Account No. 210.265.999.534 Level: II City of Temecula Fiscal Years 2023-27 Capital Improvement Program 2022-23 2022-23 Prior Years 2021-22 Adopted Mid -Year Revised 2023-24 2024-25 2025-26 2026-27 Total Project Project Cost: Actuals Adjusted Budget Adjustment Budget Projected Projected Projected Projected Cost Administration 150,000 (50,000) 100,000 50,000 150,000 Construction 1,250,000 (1,250,000) - 1,250,000 1,250,000 Construction Engineering 40,000 (40,000) - 40,000 40,000 Design & Environmental 500,000 500,000 500,000 MSHCP 60,000 (60,000) - 60,000 60,000 Total Expenditures 2,000,000 1 0 2,000,000 DIF-Street I Future Operating & Maintenance Costs: Total Operating Costs Aft The Heat or so�t� v` w e co"t'y YNEZ ROAD IMPROVEMENTS - PHASE II Circulation Project Project Description: This project includes widening Ynez Road, from Rancho Vista Road to La Paz Street, to two lanes in each direction, and the completion of missing segments of curb & gutter, sidewalk, landscaped medians, street lights and modify the traffic signal at Santiago Road. This project will be separated into two phases, with phase 2A being between Rancho Vista Road and Santiago Road. Phase 2B will be between Santiago Road and La Paz Street. Benefit: This project improves traffic circulation by widening an important arterial road in this part of the City. Core Value: Transportation Mobility and Connectivity Project Status: Phase 2A is in design and is scheduled for construction in 2023. Department: Public Works -Account No. 210.265.999.535 / PW17-17 Level: I City of Temecula Fiscal Years 2023-27 Capital Improvement Program 2022-23 2022-23 Prior Years 2021-22 Adopted Mid -Year Revised 2023-24 2024-25 2025-26 2026-27 Total Project Project Cost: Actuals Adjusted Budget Adjustment Budget Projected Projected Projected Projected Cost Administration 92,814 160 252,026 252,026 300,000 645,000 Construction 1,450,000 (1,450,000) - 1,450,000 3,605,000 5,055,000 Construction Engineering 65,000 (65,000) - 65,000 100,000 165,000 Design & Environmental 254,281 357,485 357,485 50,000 661,766 MSHCP 165,000 (150,000) 15,000 150,000 30,000 195,000 160 24,511 6.721.766 DIF-Street Improvements Future Operating & Maintenance Costs: Total Operating Costs 352,315 1,665,000 1,665,000 2,636,766 Ak Al 1% 7(1� A rhaHaa,cofso> r�care wore c0"t'y MARY PHILLIPS SENIOR CENTER ENHANCEMENT AND RENOVATION Infrastructure Project Project Description: This project includes the enhancement and renovation of the Mary Phillips Senior Center. Exterior improvements include new roof, siding, soffit, fascia, trim, doors and windows. Interior improvements include lighting, acoustics, trim, flooring, bookcase, and finishes. The project includes improvements in accessibility throughout the building interior and site in accordance with latest ADA requirements. Benefit: This project updates and enhances the appearance and improves safety and extends the life of the facility. Core Value: Healthy and Livable City Project Status: This project is in design. Construction is to commence in Fiscal Year 2022-23. Department: Public Works -Account No. 210.265.999.782 / PW20-13 Level: I City of Temecula Fiscal Years 2023-27 Capital Improvement Program 2022-23 2022-23 Prior Years 2021-22 Adopted Mid -Year Revised 2023-24 2024-25 2025-26 2026-27 Total Project Project Cost: Actuals Adjusted Budget Adjustment Budget Projected Projected Projected Projected Cost Administration 117,840 88,060 206,950 295,010 412,850 Construction 9,650 916,375 818,050 1,734,425 1,744,075 Construction Engineering 1,692 39,308 39,308 41,000 Design & Environmental 18,112 52,948 18,040 18,040 89,100 Total Expenditures I 9 1,061,784 1,025,000 2 CDBG Facilities Replacement Fund Future Operating & Maintenance Costs: Total Operating Costs 723,906 279,694 Ak Al 1% 7(1� A rhaHaa,cofso> r�care wore Co,00-y RANCHO CALIFORNIA ROAD MEDIAN IMPROVEMENTS Circulation Project Project Description: This project will design and construct missing raised medians on Rancho California Road between Humber Drive and Butterfield Stage Road in accordance with the City's General Plan. In addition, missing street improvements will be constructed on the north side of Rancho California Road between Riesling Court and Promenade Chardonnay Hills. The improvements will include median curbs, curb and gutter, sidewalks, and landscape and irrigation. Benefit: The raised medians will enhance the safety of the street. In addition, the landscaping of the proposed medians will improve the aesthetics of this road for motorists. Core Value: A Safe and Prepared Community Project Status: This is a new project. Department: Public Works -Account No. 210.265.999.791 Level: I City of Temecula Fiscal Years 2023-27 Capital Improvement Program 2022-23 2022-23 Prior Years 2021-22 Adopted Mid -Year Revised 2023-24 2024-25 2025-26 2026-27 Total Project Project Cost: Actuals Adjusted Budget Adjustment Budget Projected Projected Projected Projected Cost Administration 105,000 105,000 60,000 290,000 50,000 505,000 Construction 2,712,000 2,712,000 Construction Engineering 85,000 85,000 Design & Environmental 498,000 (385,000) 113,000 385,000 498,000 Utilities 55,000 55,000 Total Expenditures 603,000 (385,000) 21 3,855,000 Source of Funds: Developer Contribution 57,200 57,200 57,200 DIF-Street Improvements 395,800 (385,000) 10,800 500,000 587,000 1,097,800 Measure S 150,000 150,000 150,000 Unspecified 2,500,000 50,000 2,550,000 Total Funding 603,000 (385,000) 218,000 500,000 3,087,000 50,000 Future Operating & Maintenance Costs: Total Operating Costs Notes : 1. Pervis Development fair share of the medians Ak Al 1% 7(1� A rhaHa—ofso> r�care wore Co,00-y THE MERC CONCESSION UPGRADE Infrastructure Project Project Description: This project will upgrade the concession area of The MERC to a full service kitchen. The upgrade will include increasing the floor area, adding a gas range -grill/ oven, range vent, roof exhaust vent, multiple compartment sink, replacing the stainless steel counter, and the roll -up doors. Benefit: This project will improve the food service to the patrons of The MERC and the Old Town Community Theater. In addition, this project satisfies the City's Core Values of a Healthy and Livable City. Core Value: Healthy and Livable City Project Status: This is a new project. The project is estimated to be complete in Fiscal Year 2022-23. Department: Public Works -Account No. 210.265.999.794 / PW22-09 Level: I City of Temecula Fiscal Years 2023-27 Capital Improvement Program 2022-23 2022-23 Prior Years 2021-22 Adopted Mid -Year Revised 2023-24 2024-25 2025-26 2026-27 Total Project Project Cost: Actuals Adjusted Budget Adjustment Budget Projected Projected Projected Projected Cost Administration 100,000 (100,000) Construction 420,000 (420,000) Design & Environmental 84,000 (84,000) Total Expenditures 604,000 (604,0001 Measure 5 Future Operating & Maintenance Costs: Total Operating Costs Aft The Heat or s""t� v` wine co"t,y FLOOD CONTROL CHANNEL RECONSTRUCTION & REPAIR Parks/Recreation Project Project Description: This project repairs and reinforces the earth and berms between specific park sites and flood control channels, and fortifies the banks to prevent further erosion into the park sites. A report for Friendship Park (formerly Pala Park), Michael "Mike" Naggar Community Park, and Long Canyon Creek Park was developed. This study will serve as a basis for project design, environmental clearance, and construction at each location. Benefit: This project prevents further erosion into specific park sites. Core Value: Healthy and Livable City Project Status: Improvements to protect Friendship Park were completed in March of 2022. Locations at Michael "Mike" Naggar Community Park and Long Canyon Creek Park will be examined and designed as funding allows. Department: Public Works - Account No. 210.290.999.127/ PWII-10 Level: I City of Temecula Fiscal Years 2023-27 Capital Improvement Program w0f � l 2022-23 2022-23 Prior Years 2021-22 Adopted Mid -Year Revised 2023-24 2024-25 2025-26 2026-27 Total Project Project Cost: Actuals Adjusted Budget Adjustment Budget Projected Projected Projected Projected Cost Administration 243,097 79,222 50,041 50,041 170,000 542,360 Construction 87,998 1,130,616 51,424 51,424 3,822,532 5,092,571 Construction Engineering 149,793 23,584 23,584 160,000 333,377 Design & Environmental 367,990 7,465 201,970 (125,000) 76,970 125,000 400,000 977,425 MSHCP 1 120 - 191,127 191,247 Total Ex enditur 327,020 1 4,743,659 7.136.980 General Fund 650,284 - 650,284 Measure SJ 797,427 745,610 200,000 (125,000) 75,000 125,000 ^ ' fcn 1,743,037 Future Operating & Maintenance Costs: Total Operating Costs Ak Al 1% 7(1� A rhaHa—ofso> r�care wore c0"t'y City of Temecula Fiscal Years 2023-27 Capital Improvement Program PARK RESTROOMS RENOVATIONS, EXPANSION AND AMERICANS WITH DISABILITIES ACT (ADA) IMPROVEMENTS Parks/Recreation Project Project Description: This project provides for the design and construction of the renovation, expansion and Americans with Disabilities Act (ADA) improvements of existing restroom facilities. The restroom expansion includes renovating concession and bringing restroom facilities to meet current ADA accessibility compliance standards. Benefit: This project provides additional restrooms for park patrons and brings facility to accessibility compliance. Core Value: Healthy and Livable City Project Status: Project is estimated to be complete by Fiscal Year 2023-24. Department: Public Works - Account No. 210.290.999.155 / Various Level: I 2022-23 2022-23 Prior Years 2021-22 Adopted Mid -Year Revised 2023-24 2024-25 2025-26 2026-27 Total Project Project Cost: Actuals Adjusted Budget Adjustment Budget Projected Projected Projected Projected Cost Administration 71,364 24,383 151,253 151,253 75,000 322,000 Construction 105,251 1,577,548 (900,000) 677,548 1,650,000 2,432,800 Construction Engineering 150,000 150,000 100,000 250,000 Design & Environmental 8,476 126,524 126,524 100,000 235,000 Information Technology 30,000 30,000 30,000 Future Operating & Maintenance Costs: Total Operating Costs - 26,530 27,061 27,602 28,154 Notes : 1. Operating & Maintenance costs reflect the increased janitorial costs associated with the addition of new park restroom facilities. Ak Al 1% 7(1� A rhaHa—ofso> r�care wore Co,00-y PLAYGROUND EQUIPMENT ENHANCEMENT & SAFETY SURFACING Parks/Recreation Project Project Description: This project includes the re -design, enhancement of playground equipment, and safety surfacing at existing City parks to comply with current state and federal regulations and enhance the quality of the parks. The projects include playground safety assessments, planning and evaluation, playground quality enhancements such as fencing, surfacing, accessibility and or new equipment. Benefit: This project protects the City's vast investment in parks and open space facilities. Core Value: Healthy and Livable City Project Status: The enhancement of playground equipment and safety surfacing will be performed at one to two sites per year, dependent on available funding. A priority list has been developed and enhancement will be completed on an ongoing basis. Department: Public Works - Account No. 210.290.999.120 / Various Level: II City of Temecula Fiscal Years 2023-27 Capital Improvement Program 2022-23 2022-23 Prior Years 2021-22 Adopted Mid -Year Revised 2023-24 2024-25 2025-26 2026-27 Total Project Project Cost: Actuals Adjusted Budget Adjustment Budget Projected Projected Projected Projected Cost Administration 1,965 52,200 52,200 20,000 20,000 20,000 20,000 134,165 Construction 3,844,708 64,151 1,186,825 300,000 1,486,825 480,000 480,000 480,000 480,000 7,315,684 Design & Environmental 7,704 96 96 7,800 DIF- Measure by ec Improvements I 2 400,000I 777,649 500,000 300,000 800,000 500,000 500,000 500,000 511,1111 5,977,649 Future Operating & Maintenance Costs: Total Operating Costs Ak Al 1% 7(1� A rhaHa—ofso> r�care wore c0"t'y COMMUNITY RECREATION CENTER SPLASH PAD & SHADE STRUCTURES Parks/Recreation Project Project Description: This project provides for the conversion of the CRC's kiddie pool into a splash pad, and the addition of shade structures throughout the pool area. Benefit: This project will provide City residents an additional splash pad for enhanced recreational opportunities. Core Value: Healthy and Livable City Project Status: Project design will commence in Fiscal Year 2021-22. Department: Public Works -Account No. 210.290.999.205 / PW21-07 Level: I City of Temecula Fiscal Years 2023-27 Capital Improvement Program ��46 2022-23 2022-23 Prior Years 2021-22 Adopted Mid -Year Revised 2023-24 2024-25 2025-26 2026-27 Total Project Project Cost: Actuals Adjusted Budget Adjustment Budget Projected Projected Projected Projected Cost Administration 30,392 69,608 69,608 100,000 Construction 700,000 300,000 1,000,000 1,000,000 Design & Environmental 98,448 52,288 149,264 149,264 300,000 Future Operating & Maintenance Costs: Total Operating Costs Ak Al 1% 7(1� A rhaHa—ofso> r�care wore ca"oo-y DOG PARK RENOVATION Parks/Recreation Project Project Description: This project is to design and construct a dog park at Michael "Mike" Naggar Community Park. The dog park will include small and large dog pens, seating, drinking fountains, shade and an agility dog course feature. Benefit: This project protects the City's vast investment in parks and open space facilities. In addition, this project satisfies the City's Core Values of a Healthy and Livable City, A Safe and Prepared Community, and Accountable and Responsive City Government. Core Value: Healthy and Livable City Project Status: This project is dependent on the Prop 68 Per Capita Grant. The project is estimated to be complete in Fiscal Year 2021-22. Department: Public Works -Account No. 210.290.999.207 / PW21-14 Level: I City of Temecula Fiscal Years 2023-27 Capital Improvement Program 2022-23 2022-23 Prior Years 2021-22 Adopted Mid -Year Revised 2023-24 2024-25 2025-26 2026-27 Total Project Project Cost: Actuals Adjusted Budget Adjustment Budget Projected Projected Projected Projected Cost Administration 25,000 25,000 25,000 Construction 343,484 200,000 543,484 543,484 Design & Environmental 15,116 46,400 46,400 61,516 Total Expenditures - 6 Grants 247,126 200,000 200,000 Future Operating & Maintenance Costs: Total Operating Costs Notes : 1. Proposition 68 Grant from the California Department of Parks and Recreation. 247,126 Aft The Heat or so�t� v` w e co"t,y RONALD REAGAN SPORTS PARK HOCKEY RINK Parks/Recreation Project Project Description: This project will include the renovation of the existing hockey rink to install new flooring material and arena style roof structure. Benefit: This project will upgrade the existing aging facility and provide state-of-the-art recreation opportunity for the City's residents. In addition, this project satisfies the City's Core Values of a Healthy and Livable City, A Safe and Prepared Community, and Accountable and Responsive City Government. Core Value: Healthy and Livable City Project Status: This is a new project. Department: Public Works - Account No. 210.290.999.223 / PW22-06 Level: I City of Temecula Fiscal Years 2023-27 Capital Improvement Program 2022-23 2022-23 Prior Years 2021-22 Adopted Mid -Year Revised 2023-24 2024-25 2025-26 2026-27 Total Project Project Cost: Actuals Adjusted Budget Adjustment Budget Projected Projected Projected Projected Cost Administration 10,000 10,000 10,000 Construction 1,113,875 500,000 1,613,875 1,613,875 Design & Environmental 76,125 76,125 76,125 Measure 5 Future Operating & Maintenance Costs: Total Operating Costs _ 7(1� Ak1% rhaHaa�cofso> r�care wore Co,00-y TRAFFIC SIGNAL - PARK & RIDE ACCESS IMPROVEMENTS Circulation Project Project Description: This project includes the installation of a traffic signal on Temecula Parkway at Wabash Lane. The project also includes relocating the access of the Park and Ride facility on Temecula Parkway at La Paz Road from Vallejo Avenue to Wabash Lane. Benefit: This project improves traffic safety and circulation throughout the City. Core Value: Healthy and Livable City Project Status: Design is complete. Construction will be completed in Fiscal Year 2022-23. Department: Public Works -Account No. 210.265.999.605 / PW18-11 Level: I City of Temecula Fiscal Years 2023-27 Capital Improvement Program 2022-23 2022-23 Prior Years 2021-22 Adopted Mid -Year Revised 2023-24 2024-25 2025-26 2026-27 Total Project Project Cost: Actuals Adjusted Budget Adjustment Budget Projected Projected Projected Projected Cost Administration 221,477 316,083 17 17 537,577 Construction 22,786 598,163 389,174 250,000 639,174 1,260,123 Construction Engineering 1,480 82,287 47,661 47,661 131,428 Design & Environmental 270,101 3,549 5,453 5,453 279,104 MSHCP 1 2,664 - 2,664 [nurru of Pundc• Developer Contribution 175,000 - 175,000 General Fund 226,725 - 226,725 Measure S 50,505 1,008,666 250,000 250,000 1,309,171 Settlement Proceeds 500,000 - 500,000 250,000 Future Operating & Maintenance Costs: Total Operating Costs Aft The Heat or so�t� v` wine co"t,y City of Temecula Fiscal Years 2023-27 Capital Improvement Program AMERICAN WITH DISABILITIES ACT (ADA) TRANSITION PLAN IMPLEMENTATION Infrastructure Project Project Description: The American with Disabilities Act (ADA) Transition Plan Implementation will utilize the recently completed Transition Plan and implement its recommendations based on the established priorities. The implementation will include improvements to public facilities, programs, and public rights of way to modify/remove identified barriers over a fiscally constrained framework. Benefit: This project furthers the City's Core Values of A Safe and Prepared Community, Accountable and Responsive City Government, as well as Transportation Mobility and Connectivity. Core Value: A Safe and Prepared Community Project Status: The American With Disabilities Act (ADA) Transition Plan Upgrade was completed in Fiscal Year 2017-18. The implementation of the Transition Plan recommendation is an ongoing program. Department: Public Works - Account No. 210.265.999.612/ PW18-16 Level: I ADA Compliant 2022-23 2022-23 Prior Years 2021-22 Adopted Mid -Year Revised 2023-24 2024-25 2025-26 2026-27 Total Project Project Cost: Actuals Adjusted Budget Adjustment Budget Projected Projected Projected Projected Cost Administration 66,226 21,510 187,601 187,601 78,660 78,660 78,660 78,660 589,977 Construction 95 411 471,477 7,352 1 478,829 245,000 245,000 245,000 245,000 1,459,335 Design & Environmental 150,000 150,000 150,000 Total Ex enditures 0 2,199,312 Source of Funds: CDBG 80,5871 243,073 323,660 7,352 331,012 323,660 323,660 323,660 323,660 1,949,312 Measure 5 Future Operating & Maintenance Costs: Total Operating Costs Ak Al 1% 7(1� A rheHeartofso> r�care Wme Co,otry MARY PHILLIPS SENIOR CENTER OUTDOOR RECREATIONAL AREA Infrastructure Project Project Description: This project includes the design and construction of a multi -use outdoor recreational area adjacent to the Mary Phillips Senior Center. In addition, the heating, ventilation, and air conditioning (HVAC) units will be replaced. The multi -use outdoor recreational area could include a shuffleboard court and other court -based activities. Benefit: This project supports healthy and active lifestyles by promoting recreation programs and facilities. Core Value: Healthy and Livable City Project Status: This is a new project. Design and preparation of the construction documents will commence after City Council approval. Department: Public Works -Account No. 210.265.999.796 / PW22-08 Level: II City of Temecula Fiscal Years 2023-27 Capital Improvement Program Aft Heart of Sout>�ornia wine co„.try zo«-zS 2022-23 Prior Years 2021-22 Adopted Mid -Year Revised 2023-24 2024-25 2025-26 2026-27 Total Project Project Cost: Actuals Adjusted Budget Adjustment Budget Projected Projected Projected Projected Cost Administration 50,000 50,000 50,000 Construction 480,894 32,774 513,668 513,668 Construction Engineering 25,000 25,000 25,000 Design & Environmental 75,000 75,000 75,000 TnrM A:m RQd rr.Z FAR _ _ _ _ RAI AAR Future Operating & Maintenance Costs: Total Operating Costs Ak Al 1% 7(1� A ThaHaartofso> r�care wme country City of Temecula Fiscal Years 2023-27 Capital Improvement Program DE PORTOLA ROAD / JEDEDIAH SMITH ROAD ROUNDABOUT PROJECT Circulation Project Project Description: This project includes the design and construction of a traffic circle, roundabout, on Ynez / De Portola Road at the intersection of Jedediah Smith Road. The improvements include the construction of a raised traffic circle with desert style hardscape inside the circle. Benefit: This project maintains the natural beauty of the community and improves traffic safety at this intersection. ]] Core Value: Healthy and Livable City �l R The Heart of Southern California Project Status: This is a new project win.C.—try Department: Public Works -Account No. 210.265.999.210.265.999 / PW23-01 Level: I cucc-cs 2022-23 Prior Years 2021-22 Adopted Mid -Year Revised 2023-24 2024-25 2025-26 2026-27 I Total Project Project Cost: Actuals Adjusted Budget Adjustment Budget Projected Projected Projected Projected Cost Administration 50,000 50,000 50,000 Construction 800,000 800,000 800,000 Construction Engineering 20,000 20,000 20,000 Design & Environmental 130,000 130,000 130,000 Grants 800,000 800,000 Future Operating & Maintenance Costs: Total Operating Costs Notes : 1. (1) Economic Development Initiative / Community Project Funding (EDI/CPF) for Federal Fiscal Year 2023 - Federal Omnibus Bill 2023 signed into law on 12/29/2023. 800,000 Item No. 6 CITY OF TEMECULA AGENDA REPORT TO: City Council FROM: Aaron Adams, City Manager DATE: February 14, 2023 SUBJECT: Approve U.S. House of Representatives District Office Lease Amendment at the Temecula Civic Center PREPARED BY: Betsy Lowrey, Assistant to the City Manager RECOMMENDATION: That the City Council approve U.S. House of Representatives District Office Lease Amendment at the Temecula Civic Center in substantially the form as attached. BACKGROUND: For the benefit of the citizens of Temecula to have easy access to their U.S. Congressional Representative, approximately 457 square feet of congressional office space has been leased as a U.S. House of Representatives District Office within the Temecula Civic Center since 2013. Effective January 2023, newly drawn Congressional California District 48 represents 100% of the geographic area of the City of Temecula, plus the surrounding areas including Wine Country, De Luz, Murrieta and La Cresta. Members of the House of Representatives are considered for re-election every other year and, therefore, the term of this Lease Amendment shall be twenty-four months terminating in January 2025, which corresponds with the current election cycle, unless the Lease is terminated sooner. A new Lease or Lease Amendment may be renegotiated upon re-election. FISCAL IMPACT: Office space rental revenue generated over the term of the 2-year lease will total $4,800. ATTACHMENTS: 1. U.S. House of Representatives District Office Lease Amendment with Lease Attachment 2. U.S. House of Representatives California's 48th Congressional District Map Clear Form Save For Print Form District Office Lease Amendment - Instructions THE OFFICE OF ADMINISTRATIVE COUNSEL MUST APPROVE THE DISTRICT OFFICE LEASE AMENDMENT AND ATTACHMENT PRIOR TO SIGNATURE. The term for a District Office Lease Amendment for the 118th Congress may not commence prior to January 3, 2023. Members should endeavor to lease space through the last day of a congressional term rather than the last day of a calendar year. For the 118th Congress, leases should end on January 2, 2025, not December 31, 2024. • The Member/Member-elect is required to personally sign all documents. • A District Office Lease Attachment ("Attachment") for the 118"' Congress must accompany an Amendment. • Prior to either party signing a District Office Lease Amendment ("Amendment"), the Member/Member-elect must submit the proposed Amendment, accompanied by a copy of the District Office Lease Attachment for the 118'h Congress, to the Office of Administrative Counsel ("Administrative Counsel") via e-mail in PDF form (leases*mail.house.gov or fax (202-226-0357)) for review and approval. • If Administrative Counsel determines that the proposed terms and conditions of the Amendment comply with applicable law and House Rules and Regulations, Administrative Counsel will notify the Member/Member-elect to proceed with signing of the Amendment. • After the Amendment and the Attachment are signed by both parties, the Amendment and Attachment must be submitted to Administrative Counsel via e-mail in PDF form (leases(a),mail.house.gov) or fax (202-226-0357) for final approval. • If approved, Administrative Counsel will notify the Office of Finance that monthly rental payments may begin. If changes are necessary, Administrative Counsel will contact the office of the Member/Member-elect. • If you have any additional questions about District Office Leases, please contact Administrative Counsel by e-mail at leases(a,mail.house.gov. Instructions for completing the Amendment: • Section 1 — Insert the time period covering the previous lease that is being amended and the office's street address, including the city, state and ZIP. Section 2 — Insert the new termination date (if the lease is being extended). The Amendment must terminate on or before January 2, 2025. If the purpose of the Amendment is not to change the termination date, insert "N/A" in the space provided. • Section 3 — Insert the monthly rent amount for the extended term. In the blank space, insert any changes or additions to the terms of the lease. If there are no other changes to your existing lease, write "NONE" in the space provided. V.S. Mouse of Representatives Washington, D.C. 20515 District Office Lease Amendment (Page 1 of 2 — 118th Congress) 1. Prior Lease Term. The undersigned Landlord ("Lessor") and Member of the U. S. House of Representatives ("Lessee") agree that they previously entered into a District Office Lease ("Lease") (along with the District Office Lease Attachment), which covered the period from January 3, 2023 to January 2, 2025 for the lease of office space located at 41000 Main Street in the city, state and ZIP of Temecula CA 92590 2. Extended Term. If applicable, the above referenced Lease is extended through and including N/A , 20 NA . (This District Office Lease Amendment ("Amendment") may not provide for an extension beyond January 2, 2025, which is the end of the constitutional term of the I I8th Congress.) 3. Rent and Any Other Changes. The monthly rent for the extended term of the Lease shall now be $200.00 . All other provisions of the existing Lease shall remain unchanged and in full effect, except for the following additional terms, which are modified as indicated in the space below [If no additional terms are to be modified, write the word "NONE" below]. NONE 4. District Office Lease Attachment for 118th Congress. This Amendment shall have no force and effect unless and until accompanied by an executed District Office Lease Attachment for the 118th Congress and the District Office Lease Attachment for the I I8th Congress attached hereto supersedes and replaces any prior District Office Lease Attachment. 5. Counterparts. This Amendment may be executed in any number of counterparts and by facsimile copy, each of which shall be deemed to be an original but all of which together shall be deemed to be one and the same instrument. 6. Section Headings. The section headings of this Amendment are for convenience of reference only and shall not be deemed to limit or affect any of the provisions hereof. [Signature page follows. ] V.S. Mouse of Representatives Washington, D.C. 20515 District Office Lease Amendment (Page 2 of 2 — 118th Congress) IN WITNESS WHEREOF, the parties have duly executed this District Office Lease Amendment as of the later date written below by the Lessor or the Lessee. Aaron Adams Print Name of LessorlLandlordlCompany By: Name: Title: 1 /25/2023 Lessor Signature Date Congressman Darrell Issa, US Representative 2/14/2023 Print Name of Lessee Lessee Signature Date This District Office Lease Amendment must be accompanied with an executed District Office Lease Attachment. Clear Form Save For Print Form District Office Lease Attachment- Instructions The District Office Lease Attachment ("Attachment") must accompany every Lease or Amendment submitted for a Member/Member-elect's District Office. THE OFFICE OF ADMINISTRATIVE COUNSEL MUST APPROVE ANY LEASE, AMENDMENT, OR ATTACHMENT PRIOR TO SIGNATURE. The term of a District Office Lease or Amendment for the 118th Congress may not commence prior to January 3, 2023. Members should endeavor to lease space through the last day of a congressional term rather than the last day of a calendar year. For the 118th Congress, leases should end on January 2, 2025, not December 31, 2024. • The Member/Member-elect is required to personally sign the documents. • The Lessor must complete the amenities checklist in Section A ("Lease Amenities"), including both the "required amenities" and "optional amenities" portions. • Section B ("Additional Lease Terms") of the Attachment SHALL NOT have any provisions deleted or changed. • Prior to either party signing a Lease or an Amendment, the Member/Member-elect must submit the proposed Lease or Amendment, accompanied by the Attachment, to the Office of Administrative Counsel ("Administrative Counsel") via e-mail in PDF form (leases(a,mail.house.gov) or fax (202-226-0357) for review and approval. • If Administrative Counsel determines that the proposed terms and conditions of the Lease or Amendment comply with applicable law and House Rules and Regulations, Administrative Counsel will notify the Member/Member-elect to proceed with the execution of the Lease or Amendment. • Once signed by both parties, the Lease or the Amendment, accompanied by the Attachment, must be submitted to Administrative Counsel via e-mail in PDF form (leases(a-),mail.house.gov) or fax (202-226-0357) for final approval. • Without a properly signed and submitted Attachment, the Lease or Amendment cannot be approved by Administrative Counsel and payments will not be made. • If approved, Administrative Counsel will notify the Office of Finance that monthly rental payments can begin. If changes are necessary, Administrative Counsel will contact the office of the Member/Member-elect. • The parties agree that any changes for default, early termination, or cancellation of the Lease or Amendment which result from actions taken by or on behalf of the Lessee shall be the Lessee's sole responsibility and are not reimbursable from the Members' Representational Allowance. • Lessor shall provide a copy of any assignment, estoppel certificate, notice of a bankruptcy or foreclosure, or notice of a sale or transfer of the leased premises to Administrative Counsel via e-mail in PDF form (leases(a,mail.house.gov). V.S. Mouse of Representatives Washington, D.C. 20515 District Office Lease Attachment (Page 1 of 5 — 118th Congress) SECTION A (Lease Amenities) Section A sets forth the amenities provided by the Lessor to be included in the Lease. Except as noted below, the amenities listed are not required for all district offices. To be completed by the Lessor (required amenities): A * High -Speed Internet Available Within the Leased Space. Please list any internet providers known to provide service to the property: Lessee provides their own Internet II * Interior Wiring CAT 5e or Better within Leased Space. To be completed by the Lessor (optional amenities): ❑ Amenities are separately listed elsewhere in the Lease. (The below checklist can be left blank if the above box is checked.) The Lease includes (please check and complete all that apply): ❑ Lockable Space for Networking _Equipment. ❑ Telephone Service Available. A Parking. Assigned Parking Spaces Unassigned Parking Spaces ❑ General Off -Street Parking on an As -Available Basis ❑ Utilities. Includes: ❑ Janitorial Services. Frequency: ❑ Trash Removal. Frequency: ❑ Carpet Cleaning. Frequency: ❑ Window Washing. ❑ Window Treatments. ❑ Tenant Alterations Included In Rental Rate. ❑ After Hours Building Access. ❑ Office Furnishings. Includes: ❑ Cable TV Accessible. If checked, Included in Rental Rate: ❑ Yes ❑ No A Building Manager. M Onsite ❑ On Call Contact Name: Betsy Lowrey Phone Number: 951-693-3959 Email Address: betsy.lowrey@temeculaca.gov V.S. Mouse of Representatives Washington, D.C. 20515 District Office Lease Attachment (Page 2 of 5 — 118th Congress) SECTION B (Additional Lease Terms) 1. Incorporated District Office Lease Attachment. Lessor (Landlord) and Lessee (Member/Member-elect of the U.S. House of Representatives) agree that this District Office Lease Attachment ("Attachment") is incorporated into and made part of the Lease ("Lease") and, if applicable, District Office Lease Amendment ("Amendment") to which it is attached. 2. Performance. Lessor expressly acknowledges that neither the U.S. House of Representatives (the "House") nor its Officers are liable for the performance of the Lease. Lessor further expressly acknowledges that payments made by the Chief Administrative Officer of the House (the "CAO") to Lessor to satisfy Lessee's rent obligations under the Lease — which payments are made solely on behalf of Lessee in support of his/her official and representational duties as a Member of the House — shall create no legal obligation or liability on the part of the CAO or the House whatsoever. Lessee shall be solely responsible for the performance of the Lease and Lessor expressly agrees to look solely to Lessee for such performance. 3. Modifications. Any amendment to the Lease must be in writing and signed by the Lessor and Lessee. Lessor and Lessee also understand and acknowledge that the Administrative Counsel for the CAO ("Administrative Counsel") must review and give approval of any amendment to the Lease prior to its execution. 4. Compliance with House Rules and Regulations. Lessor and Lessee understand and acknowledge that the Lease shall not be valid, and the CAO will not authorize the disbursement of funds to the Lessor, until Administrative Counsel has reviewed the Lease to determine that it complies with the Rules of the House and the Regulations of the Committee on House Administration, and approved the Lease by signing the last page of this Attachment. 5. Payments. The Lease is a fixed term lease with monthly installments for which payment is due in arrears on or before the end of each calendar month. In the event of a payment dispute, Lessor agrees to contact the Office of Finance, U.S. House of Representatives, at 202-225-7474 to attempt to resolve the dispute before contacting Lessee. 6. Void Provisions. Any provision in the Lease purporting to require the payment of a security deposit shall have no force or effect. Furthermore, any provision in the Lease purporting to vary the dollar amount of the rent specified in the Lease by any cost of living clause, operating expense clause, pro rata expense clause, escalation clause, or any other adjustment or measure during the term of the Lease shall have no force or effect. 7. Certain Charges. The parties agree that any charge for default, early termination or cancellation of the Lease which results from actions taken by or on behalf of the Lessee shall be the sole responsibility of the Lessee and shall not be paid by the CAO on behalf of the Lessee. 8. Death, Resignation or Removal. In the event Lessee dies, resigns or is removed from office during the term of the Lease, the Clerk of the House may, at his or her sole option, either: (a) terminate the Lease by giving thirty (30) days' prior written notice to Lessor; or (b) assume the obligation of the Lease and continue to occupy the premises for a period not to exceed sixty (60) days following the certification of the election of the Lessee's successor. In the event the Clerk elects to terminate the Lease, the commencement date of such thirty (30) day termination notice V.S. Mouse of Representatives Washington, D.C. 20515 District Office Lease Attachment (Page 3 of 5 — 118th Congress) shall be the date such notice is delivered to the Lessor or, if mailed, the date on which such notice is postmarked. 9. Term. The term of the Lease may not exceed the constitutional term of the Congress to which the Lessee has been elected. The Lease may be signed by the Member -elect before taking office. Should the Member -elect not take office to serve as a Member of the 118th Congress, the Lease will be considered null and void. 10. Early Termination. If either Lessor or Lessee terminates the Lease under the terms of the Lease, the terminating party agrees to promptly file a copy of any termination notice with the Office of Finance, U.S. House of Representatives, Attn: Kellie Wilson, via e-mail at FCLeasePayments(,mail.house.gov, and with the Administrative Counsel by e-mail at leases(amail.house.gov. 11. Assignments. Lessor shall provide thirty (30) days prior written notice to Lessee before assigning any of its rights, interests or obligations under the Lease, in whole or in part, by operation of law or otherwise. Lessor shall promptly file a copy of any such assignment notice with Administrative Counsel by e-mail at leases(a),mail.house.gov. Lessee and the House shall not be responsible for any misdirected payments resulting from Lessor's failure to file an assignment notice in accordance with this section. 12. Sale or Transfer of Leased Premises. Lessor shall provide thirty (30) days prior written notice to Lessee in the event (a) of any sale to a third party of any part of the leased premises, or (b) Lessor transfers or otherwise disposes of any of the leased premises, and provide documentation evidencing such sale or transfer in such notice. Lessor shall promptly file a copy of any such sale or transfer notice with Administrative Counsel by e-mail at leases(a-),mail.house.gov. 13. Bankruptcy and Foreclosure. In the event (a) Lessor is placed in bankruptcy proceedings (whether voluntarily or involuntarily), (b) the leased premises is foreclosed upon, or (c) of any similar occurrence, Lessor agrees to promptly notify Lessee in writing. Lessor shall also promptly file a copy of any such notice via e-mail with the Office of Finance, U.S. House of Representatives, Attn: Kellie Wilson, via e-mail at FCLeasePayments(a-mail.house.gov, and with Administrative Counsel by e-mail at leases(-,mail.house.gov. 14. Estoppel Certificates. Lessee agrees to sign an estoppel certificate relating to the leased premises (usually used in instances when the Lessor is selling or refinancing the building) upon the request of the Lessor. Such an estoppel certificate shall require the review of Administrative Counsel, prior to Lessee signing the estoppel certificate. Lessor shall promptly provide a copy of any such estoppel certificate to Administrative Counsel by e-mail at leases(amail.house.gov. 15. Maintenance of Common Areas. Lessor agrees to maintain in good order, at its sole expense, all public and common areas of the building including, but not limited to, all sidewalks, parking areas, lobbies, elevators, escalators, entryways, exits, alleys and other like areas. 16. Maintenance of Structural Components. Lessor also agrees to maintain in good order, repair or replace as needed, at its sole expense, all structural and other components of the premises including, but not limited to, roofs, ceilings, walls (interior and exterior), floors, windows, doors, foundations, fixtures, and all mechanical, plumbing, electrical and air conditioning/heating V.S. Mouse of Representatives Washington, D.C. 20515 District Office Lease Attachment (Page 4 of 5 — 118th Congress) systems or equipment (including window air conditioning units provided by the Lessor) serving the premises. 17. Lessor Liability for Failure to Maintain. Lessor shall be liable for any damage, either to persons or property, sustained by Lessee or any of his or her employees or guests, caused by Lessor's failure to fulfill its obligations under Sections 15 and 16. 18. Initial Alterations. Lessor shall make any initial alterations to the leased premises, as requested by Lessee and subject to Lessor's consent, which shall not be unreasonably withheld. The cost of such initial alterations shall be included in the annual rental rate. 19. Federal Tort Claims Act. Lessor agrees that the Federal Tort Claims Act, 28 U.S.C. §§ 2671- 80, satisfies any and all obligations on the part of the Lessee to purchase private liability insurance. Lessee shall not be required to provide any certificates of insurance to Lessor. 20. Limitation of Liability. Lessor agrees that neither Lessee nor the House nor any of the House's officers or employees will indemnify or hold harmless Lessor against any liability of Lessor to any third party that may arise during or as a result of the Lease or Lessee's tenancy. 21. Compliance with Laws. Lessor shall be solely responsible for complying with all applicable permitting and zoning ordinances or requirements, and with all local and state building codes, safety codes and handicap accessibility codes (including the Americans with Disabilities Act), both in the common areas of the building and the leased space of the Lessee. 22. Electronic Funds Transfer. Lessor agrees to accept monthly rent payments by Electronic Funds Transfer and agrees to provide the Office of Finance, U.S. House of Representatives, with all banking information necessary to facilitate such payments. 23. Refunds. Lessor shall promptly refund to the CAO, without formal demand, any payment made to the Lessor by the CAO for any period for which rent is not owed because the Lease has ended or been terminated. 24. Conflict. Should any provision of this Attachment be inconsistent with any provision of the attached Lease or attached Amendment, the provisions of this Attachment shall control, and those inconsistent provisions of the Lease or the Amendment shall have no force and effect to the extent of such inconsistency. 25. Construction. Unless the clear meaning requires otherwise, words of feminine, masculine or neuter gender include all other genders and, wherever appropriate, words in the singular include the plural and vice versa. 26. Fair Market Value. The Lease or Amendment is entered into at fair market value as the result of a bona fide, arms -length, marketplace transaction. The Lessor and Lessee certify that the parties are not relatives nor have had, or continue to have, a professional or legal relationship (except as a landlord and tenant). 27. District Certification. The Lessee certifies that the office space that is the subject of the Lease is located within the district the Lessee was elected to represent unless otherwise authorized by Regulations of the Committee on House Administration. V.S. Mouse of Representatives Washington, D.C. 20515 District Office Lease Attachment (Page 5 of 5 — 118h Congress) 28. Counterparts. This Attachment may be executed in any number of counterparts and by facsimile copy, each of which shall be deemed to be an original but all of which together shall be deemed to be one and the same instrument. 29. Section Headings. The section headings of this Attachment are for convenience of reference only and shall not be deemed to limit or affect any of the provisions hereof. IN WITNESS WHEREOF, the parties have duly executed this District Office Lease Attachment as of the later date written below by the Lessor or the Lessee. Zak Schwank, Mayor Print Name of Lessor/Landlord LN Congressman Darrell Issa, US Representative Print Name of Lessee Lessor Signature Lessee Signature Name: Title: 2/14/2023 2/14/2023 Date Date From the Member's Office, who is the point of contact for questions? Name Michael Hileman Phone (202 )262-5976 E-mail mike.hileman na,mail.housexov This District Office Lease Attachment and the attached Lease or Amendment have been reviewed and are approved, pursuant to Regulations of the Committee on House Administration. Signed Date (Administrative Counsel) 20 Clear For Print Form only, no instructions This form is designed to be filled out using Adobe Reader U.S. House of Representatives Prin uctions Substitute W-9 and ACH Vendor/Miscellaneous Payment Enrollment Form Internal Revenue Code 6109, 31 U.S.C. 3322, 31 CFR 210 and the 1996 Debt Collection Improvement Act require all entities that do business with the United States Government to provide a Tax Identification Number (TIN) and Electronic Funds Transfer (EFT) information for payment. PL 93-579 protects your privacy and mandates that the information never be published or used for any other purpose than to pay you. Please complete all sections below, sign and return via the email or fax number listed RETURN FORM TO: VendorEFT(cbmail.house.gov FAX NUMBER: (202) 225-6914 SECTIONI UNITED STATES HOUSE OF REPRESENTATIVES INFORMATION ADDRESS US HOUSE OF REPRESENTATIVES - ACCOUNTING, 3110 O'NEILL FEDERAL BUILDING, WASHINGTON, DC 20515 AGENCY IDENTIFIER 53-6002523 AGENCY LOCATION CODE 4832 TELEPHONE NUMBER (202) 226.2277 SECTION II PAYEE/COMPANY INFORMATION NAME (AS SHOWN ON YOUR INCOME TAX RETURN) Cityof Temecula CHECK APPROPRIATE BOX FOR FEDERAL TAX CLASSIFICATION (required) ❑ Individual/ Sole 0 C Corporation ❑S Corporation ❑Partnership OTrustlEstate Proprietor 0 Limited Liability Company Enter tax classification Exempt ❑ (C=C corporation, S=S corporation, P= Partnership) payee OX OTHER (Other entities. Enter your business name below as shown on required federal tax documents "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name/ disregarded entity name" line.) Government Agency -Municipality within State BUSINESS NAME/DISREGARDED ENTITY NAME or DBA, IF DIFFERENT THAN ABOVE �ypE OF TAX IDENTIFICATION NUMBER ff SOCIAL SECURITY NUMBER (or) ❑ EIN ENTER TAX IDENTIFICATION NUMBER 33-0383649 ADDRESS/CITYISTATEIZIP 41000 Main Street Temecula, CA 92590 PURCHASE ORDER ADDRESS/CITY/STATE/ZIP CONTACT PERSON NAME Jennifer Hennessy EMAIL jennifer.hennessy@temeculaca.gov EMAIL TELEPHONE NUMBER 951-693-3945 FAX NUMBER TELEPHONE NUMBER FAX NUMBER REMIT TO ADDRESS SECTIONIII FINANCIAL INSTITUTION INFORMATION BANK NAME (Branch City, State) Union Bank of California ACH COORDINATOR NAME TELEPHONE NUMBER 951-296-5368 NINE -DIGIT ROUTING TRANSIT NUMBER 1 2 2 0 0 4 9 6 DEPOSITOR ACCOUNT TITLE City of Temecula General Account DEPOSITOR ACCOUNT NUMBER 2740020830 LOCKBOX NUMBER TYPE OF ACCOUNT El CHECKING SAVINGS U LOCKBOX SECTIONIV SOCIO-ECONOMIC INFORMATION Type of Business 0 Large Business -No Socio-Economic Designations Q Minority QSmBusiness Q Sm-Disadv/Minority Sm-Disadv Only 0 SmMin Only Sm-Disadvantaged Business Prog ❑ 8 (a) Firm HUBZone Program ❑ HUBZone Eligible ❑ Emerging Small Business ❑ Women -Owned Business Other Preference Programs ❑ Buy Indian QDirected to JWOD Non -Profit QNo PreferencelNot Listed 0 Small Business Set -Aside QVery Small Business Set -Aside Veteran Owned Status ❑ Non -Vet Owned SmBus QOther Vet Owned S.B. Q Serv-Disabled Vet Other B.0 Serv-Disabled Vet Owned SB QVet-Owned Other Bus Size of Business ❑ (A) 50 orless Q(B) 51-100 0 (C)101-250 0 (D) 251-500 0 (E) 501-7500 (F) 751-1,000 [:I(G) Over 1,000 Q(M) 1 million orless ❑ N 1.1-2 million UP) 2.1-3.5 million 0 R 3.1-5 million Q S 5.1-10 million 0 T 10.1-17 million 0 Z Over 17 million SECTION V CERTIFICATION OF DATA BY PAYEE/COMPANY NAME TITLE/POSITION SIGNATURE DATE TELEPHONE NUMBER USHR 2013 V1 Instructions for Completing U.S. House of Representatives Substitute W-9 and ACH Vendor/Miscellaneous Payment Enrollment Form Section I - Agency Information — Includes the name and address, agency identifier, agency location code and telephone number for the House of Representatives. Section II - Payee/Company Information — Print or type the name of the payee/company and address that will receive payment, social security or taxpayer ID number, contact person name, telephone number and email of the payee/company. Print or type the purchase order and remit to addresses if different from the payee/company address. Check the appropriate boxes for federal tax classification. Section III - Financial Institution Information — Print or type the name and address of the payee/company's financial institution who will receive the ACH payment, ACH coordinator name and telephone number, nine -digit routing transit number, depositor (payee/company) account title and account number. Check the appropriate box for type of account. Payee/Company may include a voided check with this form. ACH Account Information Located on a Check or Deposit Ticket FINANCIAL INSTITUTION NAME name of the financial institution to which the payments are to be directed ROUTING TRANSIT NUMBER (RTN) financial institution's 9 digit routing transit number; found on the bottom of a check or deposit ticket or from your Financial Institution ACCOUNT TITLE employee's or vendor's name on the account ACCOUNT NUMBER account number at the financial institution THOMAS 6. AN DERSON 101 ?5 I :FAcA.%JTSTHEV u �V MHEni:. Fl.'44$ T 1'AY K) Supausl J€klaro9�noai{� $119ft@1 RFnk IM! i:0000000001: 1231,E:6?9' Co 3 1. Routing Transit Number (RTN) — nine digits located between two symbols. This number identifies the bank holding your account and check processing center. 2. Account number — this is your complete account number. Your account number can be up to 17 digits. Please include leading zeros. 3. ACH Routing Transit Number — Automated Clearing House routing number, use this number for your Routing Transit Number (RTN) if you bank with SunTrust Bank. 4. Check number— This information is not necessary - do not provide Section IV - Socio-Economic Information — Check the boxes for each category, if applicable: type of business, small disadvantaged business program, HUBZone program, emerging small business, women -owned business, other preference programs, Veteran owned status and size of business. Detailed information related to Small Business programs can be found at http://www.sba.-gov/. Section V - Certification of Data By Payee/Company — Print or type the name, title/position and phone number of the Authorized official. The Authorized official must sign and date the form. Attachment 2 U.S. House of Representatives California's 48th Congressional District Map Garden Grove Temescal Perris San Jacinto Cathedral City ach Santa Ana Valley Hemet Palm Desert Indio untington Irvine Menifee Beach Lake Forest L Coachella Mission Viejo a Laguna Beach Murrieta Temecula Dana Point San Clemente Fall rook Oceanside Carlsbad Es i Encinitas Ramona Solana Beach wa ee La Fl Dixiel Lemon e San Diego National Ci - Chula Vista Imperial Beach ca e --- - -Tijuana Villa del - -- --- Item No. 7 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Erica Russo, Director of Community Services DATE: February 14, 2023 SUBJECT: Approve License Agreement with SAFE Alternatives for Everyone, Inc. for Use of City Real Property PREPARED BY: Dawn Adamiak, Community Services Superintendent RECOMMENDATION: That the City Council approve the license agreement between the City of Temecula and SAFE Alternatives for Everyone, Inc. (S.A.F.E.) for use of City Real Property. BACKGROUND: The City of Temecula has been sponsoring S.A.F.E. for the past eighteen years to support the non-profit in providing social services to children, youth and families in our community who have experienced or are at risk of abuse and violence. S.A.F.E. serves thousands of clients each year through their programs listed below: ➢ Basic Needs Assistance - This service provision has proven to be a keystone in the agency's service delivery, because these basic needs address and alleviate immediate day to day family needs such as food, gasoline, emergency hotel stays and critical childcare/medication, etc. These expenses are imperative and critical to a family's stabilization and reduction of stress so that they can focus on programs that will enable their children, and ultimately the family, to be successful. S.A.F.E. has seen an increase in the need for these types of services along with assistance to make the next steps towards family safety. Financial assistance is also available via the Southwest Family Justice Center through their staff housed at that facility. ➢ Case Management — This is a core service of S.A.F.E. Family case management helps each family to identify unique struggles, problems or issues, including family strengths. The family and Family Care Coordinator together design a plan with goals and objectives for each individual family member to work on. Some case management services are intensive and require multiple meetings and services over several years to address family crisis, while others are less intensive requiring 3-6 months of services. Plans are designed to assist in remediating the issues and build upon the identified strengths of each family member with the ultimate goal of building family stability. ➢ Domestic Violence Services — S.A.F.E. provides domestic violence assistance out of the Family Justice Center (FJC). This is the primary location where victims of domestic violence are able to receive comprehensive crisis services from multiple agencies under one roof. S.A.F.E. has a designated staff person on site to assist clients with restraining orders, court accompaniment, case management, shelter referrals and placement. S.A.F.E.'s service provision also extends to offer a 10-week domestic violence education group for victims. Their goal is to assist victims in safely making decisions for themselves and their families, so that returning to the abuser is not a viable option. Services to victims of domestic violence are provided through community partners such as victim witness, law enforcement and other non -profits. Classes offered with this service include DV Classes and Self -Empowerment in Employment and Finances. Clients in these classes learn life skills to help them become more independent and cover such topics as financial safety planning, budgeting and resume writing. ➢ Emergency Assistance — Families and children escaping violent situations need emergency help with food, shelter, medication, gas and other things to get through on an emergency basis. ➢ Parent Project — Learning to make the right decisions is a natural part of growing up. Sometimes, older children in households are given increased responsibility to help parent and engage in decisions that are not often good. When a child chooses to engage in destructive behavior such as skipping or dropping out of school, drug or alcohol use, drinking and driving or gang involvement, the consequence may be addition, a ruined life or worse. This parenting program is designed for families with challenging pre -teens and teens that are actively engaging in "at risk" behaviors such as drug and alcohol use, school truancy and teen dating violence, to name a few. S.A.F.E. staff partners with the Riverside County Sheriff, to offer this program two times per year. ➢ Police Activities League (P.A.L.) — P.A.L. is a youth violence prevention and intervention program that provides educational and recreational activities for youth ages 5 to 17 accompanied by volunteer law enforcement officers. The program is offered in collaboration with the Murrieta and Temecula Police Departments. S.A.F.E. accepts sign-ups year-round for the Temecula/Murrieta Police Activities league. The annual fee for P.A.L. membership is $30 which includes a P.A.L. t-shirt. Fees are negotiable and no one is turned away for inability to pay. ➢ Training and Workshops — S.A.F.E. provides community education, outreach, and training. One of the many trainings and workshops offered by S.A.F.E. is a 40-hour Domestic Violence Training class which is required by the State of California for individuals interested in working or volunteering at a Domestic Violence agency. Trainings are scheduled throughout the year. ➢ Resource and Referral — S.A.F.E. provides appropriate resources and referrals to all callers requesting services regardless of issues they are presenting. There are times when S.A.F.E. is not able to provide a direct service; however, their trained staff is able, through client assessment, to ascertain their needs and then direct them to resources within our community. S.A.F.E. realizes that accessing services can be difficult and frustrating, and they offer options to clients that they may not have considered in maneuvering though the social services network of help. FISCAL IMPACT: The costs of maintaining the facility are included in the Annual Operating Budget process. ATTACHMENTS: Agreement LICENSE AGREEMENT BETWEEN CITY OF TEMECULA AND SAFE ALTERNATIVES FOR EVERYONE, INC (S.A.F.E.) FOR USE OF CITY REAL PROPERTY This License Agreement ("Agreement") is made and entered into this 14th day of February, 2023, between the City of Temecula (hereinafter referred to as "City") with facilities and offices located at 28910 Pujol Street, Temecula, California 92590, and SAFE Alternatives for Everyone, Inc. (S.A.F.E.), a California nonprofit corporation, (hereinafter referred to as "Licensee") to operate and provide social services (family case management, referral and resource support, public education workshops, family assessments and teen violence programs). 1. RECITALS This Agreement is made with respect to the following facts and for the following purposes, which each of the parties hereto acknowledge as true and correct: A. The City is the owner of certain real property in the City of Temecula generally known as S.A.F.E. located at 28910 Pujol Street, Temecula, California, and identified as Assessor's Parcel Number 922-100-026 ("Subject Property"). B. The "Subject Property" is described and depicted in Exhibit "A", which is incorporated herein by this reference as though set forth in full. C. The Licensee is a non-profit corporation that provides community services for the Temecula area in the form of social services including family case management, referral and resource support, public education workshops, family assessments and teen violence programs to all members of the Temecula Valley community who may be in need. D. The City is willing to grant a license to Licensee to use the Subject Property in consideration of and recognition of the community services provided to the community by the Licensee. E. The City and Licensee desire to enter into this Agreement to provide the terms and conditions upon which Licensee shall use the Subject Property described below. 2. RIGHT TO USE SUBJECT PROPERTY City hereby grants a license to Licensee to use the Subject Property, in accordance with and subject to the terms and conditions of this Agreement. 3. TERM OF LICENSE A. Duration. The Term of this Agreement will commence on the date this Agreement is fully executed by the Parties ("Commencement Date"). B. Right to Terminate Agreement. Either party may terminate this Agreement for any reason, with or without cause, by providing sixty (60) calendar days prior written notice of termination to the other party at the addresses shown in Section 15 (Notice), below. RWG Template.2016 08/09/2021 C. Terminate Date. The Agreement will terminate on the date that is 60 calendar days from the date on which either party to this Agreement provides written notice of termination in accordance with Section 3.13. above. "Term" is used below to describe the term of this Agreement, which commences on the Commencement Date and ends on the earlier of (i) the date that is 60 calendar days from the date on which either party to this Agreement provides written notice of termination as provided herein, or (ii) the date of termination on default under Section 16 below. 4. RESPONSIBILITIES OF LICENSEE A. Licensee shall use the Subject Property for social services to persons of need in the community and for no other purposes. B. Licensee shall be responsible for providing the interior furniture, fixtures and equipment for the interior of the buildings located on the Subject Property. C. Licensee shall be responsible for providing and equipping the interior of the buildings located on the Subject Property with its own information systems, including but not limited to telephones, facsimile machines, computers, printers, copiers and other similar types of equipment. Licensee shall also be responsible for maintaining such information systems equipment. D. Licensee shall maintain the interior of the buildings on the Subject Property in a neat, clean and safe condition. E. Licensee shall promptly notify City of any dilapidation or other defective conditions on the Subject Property that require repair. F. Licensee shall not make any modifications to the interior or exterior of any buildings located on the Subject Property, nor shall Licensee place any storage units on the Subject Property, without the prior written consent by City. G. Licensee shall be responsible for the costs of utilities, including but not limited to water, gas, electricity, and telephones for the Subject Property. H. Licensee shall carefully monitor the use of utilities in the buildings located on the Subject Property and implement measures to conserve energy to the best of Licensee's ability. I. Licensee shall put forth its best effort to ensure that no loitering occurs on the Subject Property after the hours of operation. J. Licensee shall keep the Subject Property, including equipment, if applicable, in good order and condition, and shall not damage, depreciate, alter or misuse the Subject Property, subject to normal wear and tear. K. If Licensee damages the Subject Property, Licensee shall pay City promptly for all costs necessary to restore and remedy the Subject Property or its equipment to its prior condition. In addition, Licensee shall pay City for any damage or injuries to the Subject Property occasioned by Licensee's negligence, misuse, or lack of ordinary care. 12/23/2019 L. Upon termination of this Agreement, Licensee shall return the Subject Property in as good as a condition and repair as the Subject Property existed as of the date of this Agreement subject to reasonable wear and tear. 5. RESPONSIBILITIES OF CITY City shall be responsible for all maintenance and repairs of the subject property. 6. INSURANCE REQUIREMENTS Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. a. Minimum Scope of Insurance. Coverage shall be at least as broad as. i. Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88. ii. Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles, a non -owned auto endorsement to the General Liability policy described above is acceptable. iii. Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker's compensation insurance is not required, but Consultant shall execute a declaration that it has no employees. b. Minimum Limits of Insurance. Consultant shall maintain limits no less than: i. General Liability: One Million Dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. ii. Automobile Liability: One Million Dollars ($1,000,000) per accident for bodily injury and property damage. iii. Worker's Compensation as required by the State of California; Employer's Liability: One Million Dollars ($1,000,000) per accident for bodily injury or disease. C. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions shall not exceed Twenty Five Thousand Dollars and No Cents ($25,000). d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1) The City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers are to be covered as insured's, as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, RWG Template.2016 O8109/2021 hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers. Any insurance or self -insured maintained by the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Temecula, the Temecula Community Services District, and the Successor Agency to the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 4) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5) Each insurance policy required by this agreement shall be endorsed to state in substantial conformance to the following: If the policy will be canceled before the expiration date the insurer will notify in writing to the City of such cancellation not less than thirty (30) days' prior to the cancellation effective date. 6) If insurance coverage is canceled or, reduced in coverage or in limits the Consultant shall within two (2) business days of notice from insurer phone, fax, and/or notify the City via certified mail, return receipt requested of the changes to or cancellation of the policy. e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of A-:VII or better, unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements. f. Verification of Coverage. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. 7. INDEMNIFICATION Licensee agrees to defend, indemnify, protect and hold harmless the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, including attorney fees and expert witness fees, or liability of any kind or nature which the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, agents, employees 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 Licensee's negligent or wrongful acts or 12/23/2019 omissions arising out of or in any way related to Licensee's use or occupancy of the Subject Property, the performance of or in connection with this License Agreement. 8. LICENSES, PERMITS and APPROVALS Licensee shall, at Licensee's sole cost and expense, obtain any and all licenses, permits and approvals required for the performance or use of the City. 9. EXCLUSIVE CONTROL The City reserves the exclusive right to control and/or to limit access to the Subject Property at all times. 10. LEGAL RESPONSIBILITIES Licensee shall comply with all rules and regulations governing the use and occupancy of the City and with applicable Federal, State and local laws, ordinances and regulations. If Licensee fails to comply with such rules and regulations, the City has the right to immediately cancel this License Agreement without notice to Licensee, such cancellation being effective as of the time and date of such noncompliance. 11. CITY'S RESERVATION OF RIGHT OF ENTRY The City, through its management staff or any other authorized representative of the City, shall have the right to enter the Subject Property at all times during the period covered by this License Agreement in order to insure compliance with this License Agreement. 12. LIENS Licensee shall not directly or indirectly create or permit to be created or to remain any mortgage, lien, encumbrance, charge or pledge of the Subject Property. Licensee shall defend, indemnify and hold City harmless, pursuant to Section 8 (Indemnification), from any liens that may attach to the Subject Property or to the Subject Property arising from the use of the buildings on the Subject Property. 13. USE RESTRICTIONS Licensee agrees to maintain the Subject Property in a clean and neat condition, free and clear of garbage, weeds, and debris. No dumping, storage of hazardous or toxic waste, nor the maintenance of any nuisance, public or private, shall be permitted. 14. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by written notice to the other party. Notice shall be effective upon delivery to the addresses specified below or on the third RWG Template.2016 08/09/2021 business day following deposit with the document delivery service or United States Mail as provided above. Mailing Address: CITY OF TEMECULA Attn: City Manager 41000 Main Street Temecula, CA 92590 To Licensee: Safe Alternatives for Everyone, Inc. (S.A.F.E.) Attn: Katie Gilbertson, Executive Director 28910 Pujol Street Temecula, CA 92590 15. ASSIGNMENT Licensee shall not assign its interest in this Agreement or in the Subject Property to any person or entity without first obtaining the City Manager's written consent. Any assignment without the City Manager prior written consent shall be voidable and, at the City Manager's election, shall constitute a default. 16. DEFAULT Default by Licensee. If Licensee should fail to perform, keep, or observe any of the terms, conditions or covenants as set forth in this Agreement, City will give Licensee written notice to correct the failure within 30 calendar days of said notice. If Licensee does not cure such default within the 30-calendar day period, Licensee will be in default of this Agreement and Licensee's rights under this Agreement, at the sole discretion of the City, may be terminated and forfeited. Such election to terminate will not be construed as a waiver of any claim the City may have against Licensee, consistent with such termination. If, however, any failure is of such nature that it cannot be physically remedied within 30 calendar days of the date of the City's notice, except for the payment of money, and if Licensee has commenced the elimination of such failure promptly after the receipt of such notice, and continuously and diligently proceeds in good faith to eliminate such default, then the period for correction will be extended for such length of time as is reasonably necessary to complete such correction. The failure of Licensee to fund the necessary corrections will not justify an extension of the time to cure beyond the initial 30-calendar day period. B. Surrender of Possession Upon Termination by Default. Upon the termination of this Agreement pursuant to Section 3 or any such default under Section 16.A., Licensee covenants and agrees to surrender and to forfeit this Agreement, and deliver up the subject property peaceably to the City immediately upon any such termination. If Licensee remains in possession of the subject property after any such termination of this Agreement based on such default, Licensee will be deemed guilty of an unlawful possession of the subject property. C. Default by City. Notwithstanding any other provision of this Agreement to the contrary, the City will not be deemed to be in default under this Agreement until 30 calendar days after notice of default is given by Licensee to the City. if such default cannot be cured within such 30-calendar day period, the City will not be deemed to be in default provided that, within such 30-calendar day period, the City commences and thereafter diligently prosecutes efforts to cure the default. D. Legal Remedies. Each party will have all remedies as may be allowed by law or equity to enforce its rights in this Agreement. No legal action will be filed by one party against 12/23/2019 the other party until such time as the other party has received the notice of default as provided in this Agreement. Any such action will be filed in Riverside County, California. 17. INDEPENDENT CONTRACTOR The relationship of the parties to this License Agreement shall be that of independent contractors and that in no event shall Licensee be considered an officer, agent, servant or employee of the City. The Licensee shall be solely responsible for any workers' compensation, withholding taxes, unemployment insurance and any other employer obligations associated with its employees, agents and performers. 18. GOVERNING LAW The parties understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted. 19. LEGAL RESPONSIBILITIES and NON-DISCRIMINATION The Licensee shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its services described in this Agreement. As required by law, the Licensee hereby covenants that there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the use, occupancy, tenure or enjoyment of the Subject Property or operations of the activities thereon, nor shall the Licensee establish or permit any such practice or practices of discrimination or segregation. The Licensee shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Licensee to comply with this section. 20. TAXES Licensee shall pay any possessory interest taxes, and general and special assessments, if any, which may levied against the Subject Property described at Section 2 (Right to Use Subject Property) above as a result of Licensee's use of the Subject Property. 21. INTERPRETATION Each party had the full opportunity to participate in the drafting of this Agreement and, therefore, the Agreement shall not be interpreted against any party on the ground that the party drafted the Agreement or caused it to be prepared. 22. ENTIRE AGREEMENT RWG Template.2016 7 08/09/2021 This Agreement is the entire agreement and understanding between the parties with respect to the subject matter of this License Agreement and this License Agreement supersedes any representations, or previous agreements, either oral or in writing, between the parties hereto with respect to the subject matter of this License Agreement. Any modifications of this License Agreement will be effective only if it is in writing and signed by the parties hereto. 23. AUTHORITY TO EXECUTE AGREEMENT Licensee has expressly authorized the execution of this License Agreement on its behalf and bind said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint ventures, insurance carriers, and any others who may claim through it to this License Agreement. The person executing this Agreement on behalf of the Licensee warrants and represents to the City that this Agreement has been duly approved by the Licensee and that all applicable notices and procedures were complied with and that he is duly authorized by the Licensee to execute this Agreement on behalf of the Licensee and has been duly authorized to do so. 12/23/2019 IN CONCURRENCE AND WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA By: Zak Schwank, Mayor ATTEST: By: Randi Johl, City Clerk APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney RWG Template.2016 SAFE ALTERNATIVES FOR EVERYONE, INC. (S.A.F.E.) (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) i By: By: Katie Gilbertson, Executive Director Dennis Vrooman, Board President CONSULTANT Safe Alternatives for Everyone, Inc. S.A.F.E. Attn: Katie Gilbertson 289�ol Street Temecula, CA 92590 katie-qi I bertson0.RivCoDa.org City Purchasing Mgr. Initials and ❑ e: 08/09/2021 EXHIBIT "A" DESCRIPTION AND DEPICTION OF SUBJECT PROPERTY The Subject Property comprises the entire building at 28910 Pujol Street, Temecula, CA 92590, as indicated below. IP t ek 10 12/23/2019 t.' RWG Template 2016 08/09/2021 Item No. 8 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Michael Heslin, Director of Information Technology & Support Services DATE: February 14, 2023 SUBJECT: Approve Second Amendment with San Diego State University Foundation for the Radio Communication Site Lease PREPARED BY: Jayme Fox, Senior Administrative Assistant of Information Technology & Support Services RECOMMENDATION: That the City Council approve the second amendment with San Diego State University Foundation for the Radio Communication Site Lease extending the annual term for an additional three years, a 3% rent increase and a change in insurance requirements, for a total contract amount of $80,982.12. BACKGROUND: The City has leased antenna space located at 30025 Front Street since 1997. This antenna space allows the City to effectively isolate and maximize signal frequencies by attaching needed equipment for the City's radio communication system. The property is owned by the San Diego State University Foundation. Staff recommends that the City approve the Second Amendment to Lease. FISCAL IMPACT: Adequate funds have been budgeted in the Fiscal Year 2022-23 Information Technology Budget. Subsequent years will be subject to budget approval. ATTACHMENTS: Second Amendment to Lease SECOND AMENDMENT TO LEASE This Second Amendment to Lease ("Second Amendment") is made and entered into this 21" day of December 2022, by and between SAN DIEGO STATE UNIVERSITY FOUNDATION, a California non- profit corporation doing business as San Diego State University Research Foundation (hereinafter referred to as "Landlord") and CITY OF TEMECULA (hereinafter referred to as "Tenant"). WHEREAS, Landlord and Tenant have executed that certain Lease for the Premises located at 30025 Front Street, Temecula, CA 92592 dated March 24, 2017 and First Amendment to Lease dated April 17, 2020 (collectively hereinafter referred to as the "Lease"); and WHEREAS, the parties desire to amend and modify the Lease effective May 1, 2023. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, it is covenanted and agreed between the parties that the aforesaid Lease be further modified and amended to read as follows: Rent: The Base Rent shall be $624.39 per month and shall increase by a fixed three percent (3%) on the anniversary date each year thereafter during the term of this Lease. Tenant shall pay to Landlord, without demand, offset or abatement, on the first day of each month, annual rent ("Rent") in advance for the Premises in the amount as set forth below, in equal monthly installments: Monthly Months of Term Base Rent 1-12 $624.39 13-24 $643.12 25-36 $662.41 Annual Base Rent $7,492.68 $7,717.44 $7,948.92 3. Term: The term of this Lease shall be extended for three (3) years ("Term") commencing on May 1, 2023 ("Commencement Date") and ending April 30, 2026 ("Expiration Date"). The parties upon mutual agreement, may extend the contract for an additional three (3) year term. 8. Insurance: Throughout the Term of this Lease, as the same may be extended, Tenant, at its sole cost and expense, shall carry and maintain the following insurance ("Tenant's Insurance"): a. Commercial General Liability Insurance Coverage insuring against claims on an "occurrence" basis, including damage, bodily injury, death and personal & advertising injury arising from the use or occupancy of Landlord's Property or the Premises by Tenant with limits no less than $2,000,000 per occurrence and $4,000,000 limit annual aggregate for bodily injury and personal injury and property damage, and such amounts shall be increased annually, in Landlord's sole discretion, based on any increase recommended by insurance professionals or customary for comparable properties. . b. Automobile Liability Coverage insuring bodily injury and property damage arising from any of Tenant's owned, scheduled, non -owned and hired vehicles, if any with a combined single limit of at least $1,000,000 per occurrence. c. Workers' Compensation Coverage as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. d. Personal property insurance in an amount sufficient to fully protect the Permitted Equipment, Tenant's improvements and all other personal property owned or controlled by Tenant on and within the Premises from theft, fire or other loss or damages while upon the Premises. e. The insurance policies must also name the SDSU Research Foundation, The State of California, Trustees of the California State University, San Diego State University, and its officers, agents, employees, and volunteers as additional insured. f. Tenant shall deliver to Landlord, not later than three (3) business days following the Commencement Date, certificates of insurance evidencing the coverage required pursuant to this Section 8. All certificates shall expressly provide that not less than thirty (30) days prior written notice shall be given to the other party in the event of any material alteration to or cancellation of the coverage evidenced by such certificates. Tenant's policy of commercial general liability and property coverage shall include a Waiver of Subrogation in favor the Landlord. g. Each party hereby releases the other and the other's partners, affiliates, members, agents, employees from liability or responsibility for any loss or damage resulting from any cause or hazard for which insurance is required to be carried pursuant to this Lease (or is otherwise carried by either party), including any loss or damage resulting from any loss of the use of any property. These releases shall apply between the parties and to any claims under or through either party as a result of any asserted right of subrogation. Signatures on the following page IN WITNESS WHEREOF, Landlord and Tenant have duly executed the Second Amendment to Lease as of the day and year first written above. Landlord: SAN DIEGO STATE UNIVERSITY FOUNDATION, a California non-profit corporation doing business as San Diego State University Research Foundation By Eric Elson, Director Facilities Planning and Management Date: Tenant: CITY OF TEMECULA By Zak Schwank, Mayor Date: ATTEST By Randi Johl, City Clerk Date: APPROVED AS TO FORM By: Peter M. Thorson, City Attorney Date: City Purchasing Mgr. Initials and Date: 1'30/ ?c Item No. 9 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 14, 2023 SUBJECT: Approve Agreement with Rancon Commerce Center Phases 2, 3 & 4, Inc. in Connection with Overland Drive Extension Project — PW 16-06 PREPARED BY: Amer Attar, Engineering Manager Paula Gutierrez Baeza, City Attorney's Office RECOMMENDATION: That the City Council: 1. Adopt a resolution entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING AGREEMENT BETWEEN CITY OF TEMECULA AND RANCON COMMERCE CENTER PHASES 2, 3 & 4, INC. IN CONNECTION WITH OVERLAND DRIVE EXTENSION PROJECT, PW 16-06 2. Authorize the City Manager to approve and execute the agreement between City of Temecula and Rancon Commerce Center Phases 2, 3 & 4, Inc. in Connection with Overland Drive Extension Project, PW 16-06 in substantially the form attached to the agenda report, and take all necessary actions to effectuate the transactions described in the agreement. BACKGROUND: The City previously acquired certain property interests from five parcels in connection with the Overland Drive Extension Project, PW16-06 (Project). The Project extended Overland Drive from Commerce Center Drive to Enterprise Circle West. It included the demolition of two buildings, construction of the roadway, curb, gutter, sidewalks, handicap access ramps, storm drains, adjustment of utilities, signing, striping, landscaping, and irrigation. The Project improved traffic circulation and access to Overland Drive. At the December 10, 2019 meeting, the City Council accepted the improvements and directed the City Clerk to file the Notice of Completion. On January 15, 2020, the Notice of Completion was recorded as Document Number 2020-0019782 of Official Records of the County of Riverside. The City acquired three entire parcels in fee, and permanent easements and temporary construction easements on the remaining two parcels. Specifically, the City acquired the following real property interests in fee for the construction of the Project (referred to below collectively as the "Subject Property Interests"): • Real property commonly known as 27499 Commerce Center Drive, Temecula, and identified as Riverside County Tax Assessor's Parcel Number (APN) 921-480-031 pursuant to a Grant Deed recorded on October 15, 2013 as Document No. 2013-0491640 of Official Records of the County of Riverside. • Real Property commonly known as 27495 Enterprise Circle West, Temecula, and identified as APN 921-480-013 pursuant to a Grant Deed recorded on August 29, 2012 as Document No. 2012-0412158 of Official Records of the County of Riverside. • Real property commonly known as 27498 Enterprise Circle West, Temecula, and identified as APN 921-480-020 pursuant to a Grant Deed recorded on June 8, 2012 as Document No. 2012-0264726 of Official Records of the County of Riverside. The Subject Property Interests are subject to a Declaration of Protective Covenants for Rancon Commerce Center, Phases 2, 3 & 4, Inc. recorded on October 14, 1986 as Instrument Number 254851 of Official Records of the County of Riverside, and any and all amendments and or modifications to said Declaration of Protective Covenants (collectively referred to as "Declaration of Protective Covenants"). The only outstanding items in connection with the Project are the de - annexation of the Subject Property Interests from the Declaration of Protective Covenants and the compensation due to the Association for the impact of said removal, landscape improvement costs, landscape maintenance costs, and related matters. The Rancon Commerce Center Phases 2, 3 & 4, Inc., a California non-profit mutual benefit corporation ("Association") has certain interests in the Subject Properties pursuant to the Declaration of Protective Covenants. The Association also has certain maintenance easement rights over the Landscape Maintenance Areas, Common Areas, and Storm Drain System described in the Declaration of Protective Covenants. The City's acquisition of the Subject Property Interests and construction of the Project impacted assessments received by the Association for the Subject Properties and certain Landscape Maintenance Areas. Accordingly, on September 5, 2013, the City extended a written offer to the Association to compensate the Association for the impact to the Association of the City's acquisition of the Subject Properties in connection with the Overland Drive Extension Project. The offer included compensation to the Association for the impacts in connection with the City's acquisition of the Subject Properties and construction of the Overland Drive Extension Project, including compensation relating to the assessments for the Subject Properties and landscape improvement and maintenance costs. The Declaration of Protective Covenants does not contain a provision that allows the Association's Board of Directors to de -annex or remove properties from the Declaration of Protective Covenants in situations where said properties are acquired by a public entity for a public use, such as the construction of public street improvements for the Overland Drive Extension Project. Accordingly, the City and Association discussed that it was necessary to enter into an Agreement to set forth the compensation to the Association and terms and obligations of the Parties and to set forth the procedures necessary to de -annex the Subject Properties from the Declaration of Protective Covenants in connection with the City's construction of the Project. The Association wished to defer final negotiations until the construction was completed to confirm the final impacts of the acquisition of the Subject Properties and construction of the Project on the interests of the Association. The City completed the construction of the Project in fall of 2018. The City Council accepted the improvements for the Project and directed the City Clerk to file the Notice of Completion on December 10, 2019. On January 15, 2020, the Notice of Completion was recorded as Document Number 2020-0019782 of Official Records of the County of Riverside. The City and the Association continued their good faith negotiations after the City completed the construction of the Project. The Association recently received final comments from its landscape contractor regarding the Project and its impact on the Landscape Maintenance Areas. The Parties have reached an agreement, subject to approval of the City Council, to resolve all issues relating to the de -annexation of the Subject Properties form the Declaration of Protective Covenants, the total just compensation that the City will pay to the Association in connection with the Association's interests in the Subject Properties pursuant to the Declaration of Protective Covenants, impacts to the assessments the Association will receive based on the de -annexation or removal of the Subject Properties from the Declaration of Protective Covenants, and costs and obligations relating to the Landscape Maintenance Areas; and regarding the transfer from the City to the Association of certain remnant parcels that were created as a result of the construction of the Project. Total Consideration Pursuant to Agreement Pursuant to the Agreement, the City will pay to the Association the Total Compensation of $112,439.16 (One Hundred Twelve Thousand Four Hundred Thirty-nine Dollars and Sixteen Cents) ("Total Compensation"). The Total Compensation of $112,439.16 consists of the following: 1. $41,800 (Forty -One Thousand Eight Hundred Dollars) as the total monetary compensation for the Association's interests pursuant to the Declaration of Protective Covenants recorded against the Subject Properties acquired by the City in connection with the present value calculations of the quarterly assessment fees for the Subject Properties. 2. $31,000 as the reasonable replacement costs of the monument signs impacted by the Project based on the estimate provided by Miko Mountainlion, Inc. 3. $39,639.16 for replacement of damaged landscaping and the landscape improvement costs. 4. The Agreement also provides that the City will pay up to $10,000 towards the reasonable administrative and legal costs of the Association relating to the removal or de -annexation of subject properties form Declaration of Protective Covenants. Under the Agreement, the City will issue a warrant payable to the Rancon Commerce Center Phases 2, 3 & 4 Inc. for the reasonable administrative and legal costs within 14 business days of receiving an invoice itemizing said costs. The Association conducted a meeting of the members of the Association to conduct a vote to amend the Declaration of Protective Covenants to facilitate de -annexation or removal of the Subject Properties from the Declaration of Protective Covenants. Section 9.2.1 of the Declaration of Protective Covenants provides that the Declaration of Protective Covenants "may be terminated, extended, modified or amended, with the written consent of the property owners of Lots comprising 66 2/3% (Sixty -Six and Two -Thirds Percent) of the Net Acres contained in the Rancon Commerce Center business park." The Association informed the City that at least 66 2/3% of the membership voted to approve the Second Amendment to the Declaration of Protective Covenants, which authorizes the Board of Directors to de -annex certain properties from said Declaration of Protective Covenants in accordance with the amended Sections 18.2, 18.3, and 18.4. The Second Amendment to Declaration of Protective Covenants for Rancon Commerce Center Phases 2, 3 & 4, Inc. was recorded on March 16, 2021 as Document Number 2021-0166996 of Official Records of the County of Riverside. Accordingly, the Agreement provides that the Association and Board of Directors will take necessary actions, including recording an Amendment to the Declaration of Protective Covenants to remove or de -annex the Subject Properties from said Declaration of Protective Covenants within 60 days of the Effective Date of the Agreement. The Agreement also provides that as part of the consideration, the City will transfer to the Association pursuant to Quitclaim Deeds the Remnant Areas on the remainder portions of two of the Subject Properties that were created as a result of the construction of the Project. The Remnant Areas are approximately 10,776 square feet in size and are comprised of (i) an approximate 6,859 square foot portion of Lot 25 of Tract Map 16178 and (ii) an approximate 3,917 square foot portion of Lot 14 of Tract Map 16178, which are described more particularly in the Quitclaim Deeds attached as Exhibit `B-3" and Exhibit `B-4" to the Agreement. FISCAL IMPACT: The Overland Drive Extension Project is identified in the City's Capital Improvement Program (CIP) Budget for Fiscal Year 2023-27. It is funded with Development Impact Fees (DIF) Street Improvements, and the General Fund. The total compensation the City will pay to the Association under this Agreement is $112,439.16 plus an amount not to exceed $10,000 towards the reasonable administrative and legal costs of the Association in connection with the de -annexation of the Subject Properties from the Declaration of Protective Covenants. Sufficient funds are available in the Project accounts to cover these costs. ATTACHMENTS: 1. Resolution 2. Agreement with Exhibits 3. Project Description 4. Property Location Map RESOLUTION NO.2023- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING AGREEMENT BETWEEN CITY OF TEMECULA AND RANCON COMMERCE CENTER PHASES 2, 3 & 4, INC. IN CONNECTION WITH OVERLAND DRIVE EXTENSION PROJECT, PW16-06 THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Findings. A. The City of Temecula ("City") is a municipal corporation, located in the County of Riverside, State of California. B. The Overland Drive Extension Project, PW 16-06 ("Overland Drive Extension Project") is identified in the City's Capital Improvement Program (CIP) Budget. The Overland Drive Extension Project, which extended Overland Drive from Commerce Center Drive to Enterprise Circle West, was completed in fall of 2018. The Overland Drive Extension Project included the demolition of three buildings located between Commerce Center Drive and Enterprise Circle West. It constructed new roadway improvements, including curbs and gutters, sidewalks, handicap access ramps, storm drains, adjusted certain utility facilities, and installed landscaping and irrigation. On December 10, 2019, the City Council accepted the improvements for the Overland Drive Extension Project and directed the City Clerk to file the Notice of Completion. On January 15, 2020, the Notice of Completion was recorded as Document Number 2020-0019782 of Official Records of the County of Riverside. C. The Overland Drive Extension Project required the acquisition of certain real property interests from five parcels, including the acquisition of three parcels in fee ("Subject Properties") and certain permanent easements and temporary construction easements on the remaining two parcels. The Rancon Commerce Center Phases 2, 3 & 4, Inc., a California non- profit mutual benefit corporation ("Association") has certain interests in the Subject Properties pursuant to the Declaration of Protective Covenants for Rancon Commerce Center Phases 2, 3 & 4, Inc. recorded on October 14, 1986 as Instrument Number 254851 of Official Records of the County of Riverside, and any and all amendments and or modifications to said Declaration of Protective Covenants (collectively referred to as "Declaration of Protective Covenants"). The City has requested that the Association de -annex certain portions of the Subject Properties from the Declaration of Protective Covenants. The attached Agreement Between City of Temecula and Rancon Commerce Center Phases 2, 3 & 4, Inc. in Connection with Overland Drive Extension Project, PW 16-06 ("Agreement") is for the completion of the outstanding obligations in connection with the removal of certain portions of the Subject Properties from the Declaration of Protective Covenants and the compensation due to the Association for the impact of said removal, landscape improvement, landscape maintenance, and related costs. D. Pursuant to Government Code Section 7267.2, the City extended a written offer to the Association on September 5, 2013 to compensate the Association for the impact to the Association of the City's acquisition of the Subject Properties in connection with the Overland Drive Extension Project. The offer included compensation to the Association for the impacts arising in connection with the City's acquisition of the Subject Properties and construction of the Overland Drive Extension Project, including compensation relating to the assessments for the Subject Properties and landscape maintenance costs. During the Parties' good faith negotiations, the Association informed the City that it wished to defer further negotiations until the City completed construction of the Overland Drive Extension Project to enable the Association to analyze all impacts of said Project on the interests of the Association, landscape maintenance areas. E. The Parties resumed their good faith negotiations after the City completed the construction of the Project, and have reached an agreement for the total just compensation that the City will pay to the Association for the impact to the Association of the City's acquisition of the Subject Properties in connection with the Overland Drive Extension Project, including compensation to the Association for the impacts arising in connection with the City's acquisition of the Subject Properties and construction of the Overland Drive Extension Project, assessments for the Subject Properties and landscape improvement and maintenance costs. F. At its meeting of September 10, 2013, the City Council approved the Mitigated Negative Declaration (MND) and Mitigation Monitoring Plan for the Murrieta Creek Overcrossing and Overland Drive Extension Project (PW00-26). The MND considered the environmental impacts of Phase I, which consists of the improvements for the Overland Drive Extension Project, PW 16-06, and demolition of certain structures. The MND also considered the impacts of Phase 2, which will construct Overland Drive between Enterprise Circle West and Diaz Road, including a bridge over Murrieta Creek. The City Council found that based on the record before it (1) the MND was prepared in compliance with California Environmental Quality Act ("CEQA"); (2) there is no substantial evidence that the Murrieta Creek Overcrossing and Overland Drive Extension Project, of which the Overland Drive Extension Project is a part, will have a significant effect on the environment that cannot be adequately and feasibly mitigated with the adopted Mitigation Monitoring Program; and (3) the MND reflects the independent judgment and analysis of the City Council. The City duly filed the Notice of Determination in accordance with CEQA. Section 2. Approval of Agreement between City and Association. The City Council hereby approves the Agreement Between City of Temecula and Rancon Commerce Center Phases 2, 3 & 4, Inc. in Connection with Overland Drive Extension Project, PW 16-06. Section 3. Environmental Analysis. The environmental effects of the City's acquisition of the property interests needed for the Overland Drive Extension Project were studied as an integral part of the MND and Mitigation Monitoring Program for the Murrieta Creek Overcrossing and Overland Drive Extension Project (PW00-26). The findings made by the City Council at its meeting on September 10, 2013 in approving the MND and the Mitigation Monitoring Program are the appropriate findings for the acquisition of the property interests needed for the Overland Drive Extension Project and impacts of the Project. In connection with the attached Agreement, City staff reviewed all of the environmental documentation prepared in connection with the Murrieta Creek Overcrossing and Overland Drive Extension Project (PW00- 26), including, but not limited to, the MND, Mitigation Monitoring Program, the initial environmental study, agenda report relating to the approval of the MND, and the Notice of Determination. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 2 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Murrieta Creek Overcrossing and Overland Drive Extension Project (PW00-26), of which the Overland Drive Extension Project, PW16-06, is a part; no substantial changes have occurred in the circumstances under which the Murrieta Creek Overcrossing and Overland Drive Extension Project (PW00-26) is undertaken; and that the City has obtained no new information of substantial importance that would require further environmental analysis, including the fact that no mitigation measures previously found not to be feasible would in fact be feasible. These environmental findings are the appropriate findings with respect to the completion of the obligations in connection with the City's acquisition of the Subject Properties and impacts of the Overland Drive Extension Project. Section 4. City Manager's Authority. The City Manager is authorized to execute the Agreement in substantially the form attached. A copy of the final Agreement shall be placed on file in the Office of the City Clerk. The City Manager (or the City Manager's designee), is hereby authorized, on behalf of the City, to take all actions necessary and convenient to carry out and implement the Agreement, and to administer the City's obligations, responsibilities and duties to be performed under the Agreement, including but not limited to, execution of the Quit Claim Deeds for the transfer of the Remnant Areas on the remainder portions of two of the Subject Properties that were created as a result of the construction of the Project, which consist of (i) an approximate 6,859 square foot portion of Lot 25 of Tract Map 16178 and (ii) an approximate 3,917 square foot portion of Lot 14 of Tract Map 16178, which are described more particularly in the Quitclaim Deeds attached as Exhibit `B-3" and Exhibit `B-4" to the Agreement, and other similar agreements and documents as contemplated by or described in the Agreement or as necessary and convenient to effectuate the transactions contemplated therein. Section 5. Certification. The City Clerk shall certify the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of February, 2023. Zak Schwank, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 2023- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of February, 2023, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk Agreement Between City of Temecula and Rancon Commerce Center Phases 2, 3 & 4 Inc. in Connection with Overland Drive Extension Project, PW16-06 This Agreement Between the City of Temecula, a municipal corporation ("City") and the Rancon Commerce Center Phases 2, 3 & 4, Inc., a California non-profit mutual benefit corporation ("Association") in Connection with Overland Drive Extension Project, PW16-06 ("Agreement") is entered into as of the date this Agreement is fully executed by the City and the Association ("Effective Date"). The City and the Association may be referred to below collectively as the "Parties". RECITALS A. The City completed construction of the Overland Drive Extension Project, PW 16-06, which extended Overland Drive from Commerce Center to Enterprise Circle West ("Overland Drive Extension Project"). The City acquired in fee the following real properties (referred to below collectively as the "Subject Properties") in connection with the Overland Drive Extension Project: (i) Real property commonly known as 27499 Commerce Center Drive, Temecula, and identified as Riverside County Tax Assessor's Parcel Number (APN) 921-480-031 pursuant to a Grant Deed recorded on October 15, 2013 as Document No. 2013-0491640 of Official Records of the County of Riverside. (ii) Real Property commonly known as 27495 Enterprise Circle West, Temecula, and identified as APN 921-480-013 pursuant to a Grant Deed recorded on August 29, 2012 as Document No. 2012-0412158 of Official Records of the County of Riverside. (iii) Real property commonly known as 27498 Enterprise Circle West, Temecula, and identified as APN 921-480-020 pursuant to a Grant Deed recorded on June 8, 2012 as Document No. 2012-0264726 of Official Records of the County of Riverside. B. The Subject Properties are subject to that certain Declaration of Protective Covenants for Rancon Commerce Center, Phases 2, 3 & 4, Inc. recorded on October 14, 1986 as Instrument Number 254851 of Official Records of the County of Riverside, and any and all amendments and or modifications to said Declaration of Protective Covenants (collectively referred to as "Declaration of Protective Covenants"), which are incorporated herein by this reference. C. The Association, formerly known as the Rancho California Business Center Phases 2, 3 and 4, Inc., has certain interests in the Subject Properties pursuant to the Declaration of Protective Covenants. Section 3.5 of the Declaration of Protective Covenants requires the Association to administer the common affairs and management of the Rancon Commerce Center, Phases 2, 3 & 4, Inc. Section 4.1 provides that in addition to the powers, rights, and duties provided elsewhere in the Declaration of Protective -1- Covenants, the Articles of Incorporation and the By-laws, the Association has the duty to (i) enforce and comply with the provisions of the Declaration of Protective Covenants; (ii) pay taxes, special assessments or other liabilities which are or would become a lien on the Common Area, or any portion thereof; (iii) levy assessments and perfect and enforce liens; (iv) enter into contracts and perform the duties set forth in the Declaration of Protective Covenants, including but not limited to maintenance and repair of the common areas, landscape maintenance areas, and storm drain systems; and (v) borrow funds to pay the costs of operation, secured by assignment or pledge of rights against delinquent owners as provided in said Section 4.1. D. Pursuant to Sections 12.3 and 13.2 of the Declaration of Protective Covenants, the Association has certain maintenance easement rights over the Landscape Maintenance Areas, Common Areas, and Storm Drain System described in the Declaration of Protective Covenants. The Amendment of Declaration of Protective Covenants for Rancon Commerce Center Phases 2, 3 & 4, Inc. recorded on May 20, 1987 as Instrument Number 141902 of Official Records of the County of Riverside amended Section 1.16 of the Declaration of Protective Covenants recorded on October 14, 1986 as Instrument Number 254851 of Official Records of the County of Riverside to define Landscape Maintenance Areas as "all plantings, planted trees, shrubs, irrigation systems, walls, sidewalks, embellished pavement, monument signs and other landscaping improvements located (i) within the landscaping easements owned by the Association and (ii) behind the curb and within the street right of way and described in Exhibit "DA" [to said Amendment]. The Landscape Maintenance Areas are to be maintained by the Association in accordance with the provisions of this Declaration. The Landscape Maintenance Areas of the Property are further depicted in the drawings marked Exhibits "DA-1", "DA-2", "DA-3", and "DA- 4" [to said Amendment]..." Said Exhibits depicting the Landscape Maintenance Areas are attached hereto collectively as Exhibit "A" hereto and incorporated herein by this reference. E. The City's construction of the Overland Drive Extension Project will impact the assessments received by the Association for the Subject Properties and certain Landscape Maintenance Areas. Accordingly, on September 5, 2013, the City extended a written offer to the Association to compensate the Association for the impact to the Association of the City's acquisition of the Subject Properties in connection with the Overland Drive Extension Project. The offer included compensation to the Association for the impacts arising in connection with the City's acquisition of the Subject Properties and construction of the Overland Drive Extension Project, including compensation relating to the assessments for the Subject Properties and landscape maintenance costs. F. The Parties acknowledge that the City is authorized to acquire real property interests, including declarations of covenants, conditions and restrictions, by eminent domain for a public use, including public street purposes, and all uses necessary or convenient thereto, pursuant to the authority conferred upon the City of Temecula by California Constitution Article 1, Section 19, California Government Code Sections 37350, 37350.5, 37351, 37353, 40401, and 40404, California Code of Civil Procedure Section 1230.010 et seq. (Eminent Domain Law), including, but not limited to, Code of Civil Procedure Section 1240.410, and other provisions of law. The Declaration of Protective -2- 11086.0166/2360718v10 Covenants does not contain a provision that allows the Association's Board of Directors to de -annex or remove properties from the Declaration of Protective Covenants in situations where said properties are acquired by a public entity for a public use, such as the construction of public street improvements for the Overland Drive Extension Project. Accordingly, the Parties discussed that it would be necessary to enter into an agreement to set forth the compensation to the Association and terms and obligations of the Parties and to set forth the procedures necessary to de -annex the Subject Properties from the Declaration of Protective Covenants in connection with the City's construction of the Overland Drive Extension Project. G. The City commenced construction of the Overland Drive Extension Project in 2017 and completed construction in fall 2018. The City Council accepted the Overland Drive Extension Project and directed the City Clerk to file the Notice of Completion on December 12, 2019. The Association wished to defer final negotiations until the construction was completed to confirm the final impacts of the acquisition of the Subject Properties and construction of the Overland Drive Extension Project on the interests of the Association. The City and the Association desire to resolve all issues relating to the City's compensation to the Association in connection with the Association's interests in the Declaration of Protective Covenants, impacts to the assessments the Association will receive based on the de -annexation or removal of the Subject Properties from the Declaration of Protective Covenants, and costs and obligations relating to the Landscape Maintenance Areas, subject to the terms and conditions herein and to set forth the agreement of the Parties regarding the amendment to the Declaration of Protective Covenants to de -annex or remove the Subject Properties from the Declaration of Protective Covenants. It is not the intent of the Parties to de -annex or remove the Remnant Areas described in Section 6 below from the Declaration of Protective Covenants. NOW THEREFORE, in consideration of the above Recitals, which are incorporated herein by this reference, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Association agree to the following: 1. Impact of Overland Drive Extension Project on Interests of Association. Pursuant to the Declaration of Protective Covenants, the Association receives certain quarterly assessments for the Subject Properties acquired by the City in connection with the Overland Drive Extension Project. The City demolished the buildings on the Subject Properties and constructed public street improvements on portions of the Subject Properties in connection with the Overland Drive Extension Project, including public street, sidewalk, curb, gutter, drainage improvements, landscaping, and irrigation improvements. 2. Construction of Overland Drive Extension Project is a Public Use. The City's use of the Subject Properties for public street purposes is a public use. The construction of the Overland Drive Extension Project will require the de -annexation or removal of the Subject Properties from the Declaration of Protective Covenants. The Declaration of Protective Covenants does not contain a provision for the Board of the Association to remove properties from the Declaration of Protective Covenants when said properties are acquired by a public entity for a public use, such as a public street -3- 11086.0166/2360718v10 improvement project. Accordingly, an amendment to the Declaration of Protective Covenants is necessary to authorize the de -annexation or removal of the Declaration of Protective Covenants from the chain of title for said Subject Properties. The de -annexation or removal of the Subject Properties from the Declaration of Protective Covenants will impact the quarterly assessments received by the Association and certain Landscape Maintenance Areas. 3. City's Offer to Association and Negotiations. On September 5, 2013, the City extended a written offer to the Association based on the City's independent appraiser's valuation analysis of the present value calculations of the quarterly assessment fees of the Subject Properties and landscape maintenance impacts to the Association in connection with the Overland Drive Extension Project. The City's September 2013 offer was based on the present value calculations based on a discount rate of 5% for 20 years. Based on the negotiations between the Parties, the City obtained updated present value calculations in April 2018. The updated present value calculations used a discount rate of 4% for 30 years (120 payments). The City's independent appraiser based the updated present value calculations on the following: a. The appraiser determined that a 4% discount rate was appropriate for the 30-year period and arrived at a total estimate of compensation of $41,800, which includes compensation for the lost assessment revenue for the Subject Properties. same. APN Address/ Location 921-480-020 27498 Enterprise Circle West 921-480-013 27495 Enterprise Circle West 921-480-031 27499 Commerce Center Drive Quarterly Assessment $170.19 $239.08 $190.45 Discount rate 4.0% 4.0% 4.0% Years to Maturity 30 30 30 Present Values $11,862 $16,664 $13,274 Total Present Value Estimate $41,800 b. The quarterly assessments for the Subject Properties remain the C. The 4% discount rate used for the calculation is based on the appraiser's interpretation of current market trends. 4. Total Compensation. The City shall pay to the Association the Total Compensation of $112,439.16 (One Hundred Twelve Thousand Four Hundred Thirty -Nine Dollars and Sixteen Cents) ("Total Compensation"). The Total Compensation of 51 11086.0166/2360718v10 $112,439.16 consists of the following: (i) Monetary Just Compensation of $41,800 (Forty - One Thousand Eight Hundred Dollars) described in Section 4.a. below, (ii) the reasonable replacement costs of the monument signs in the amount of $31,000 described below in Section 4.b, and (iii) the total sum of $39,639.16 for replacement of damaged landscaping and the landscape improvement costs described in Section 5.a. a. Monetary Just Compensation. The total sum of $41,800 ("Monetary Just Compensation") as the total monetary compensation for the Association's interests pursuant to the Declaration of Protective Covenants recorded against the Subject Properties acquired by the City in connection with the present value calculations of the quarterly assessment fees for the Subject Properties. b. Replacement Costs for Monument Signs. The construction of the Overland Drive Extension Project impacted two monument signs located on one of the Subject Properties purchased by the City in fee (27499 Commerce Center Drive, Temecula, Lot 25 of Tract Map No. 16178). The Parties each obtained estimates for the replacement costs of the monument signs. The Total Compensation herein includes payment in the amount of $31,000 for reasonable replacement costs of the monument signs based on the estimate provided by Miko Mountainlion, Inc. A copy of the estimate for the reasonable replacement costs of the monument signs and a depiction of the monument signs that were impacted by the Project are attached collectively as Exhibit "E" hereto and incorporated herein by this reference. C. Payment of Total Compensation and Waiver of Right to Take Objections. (i) Payment of Total Compensation. Within fourteen business days of the Effective Date, the City will issue a warrant in the amount of the $112,439.16 Total Compensation payable to Rancon Commerce Center Phases 2, 3 & 4, Inc. and mail said warrant as follows: Rancon Commerce Center, Phases 2, 3 & 4, Inc. Attention: Associa Equity Management & Realty Property Services 42430 Winchester Road Temecula, California 92590 (ii) Waiver of Objections to Right to Take. In consideration for the City's payment to the Association of the Total Compensation, Association agrees that if it is necessary for the City to file any eminent domain proceeding in connection with the condemnation of the Declaration of Protective Covenants interests from the Subject Properties, the Association will not challenge the City's right to take the interests of the Association in the Subject Properties pursuant to the Declaration of Protective Covenants or the City's right to construct the Overland Drive Extension Project in the area comprising the Subject Properties that are subject to the Declaration of Protective Covenants. The date on which the City issues the warrant for the Total Compensation shall be deemed the "effective date of possession" in any eminent domain proceeding filed by the City to -5- 11086.0166/2360718v10 condemn the Declaration of Protective Covenants from the Subject Properties in which the Association is a party. (iii) Association's Reasonable Administrative and Legal Costs Relating to Removal or De -Annexation of Subject Properties from Declaration of Protective Covenants. The City will also pay to the Association a total sum not to exceed $10,000.00 (Ten Thousand Dollars) for the reasonable administrative and legal costs associated with the Association's work and preparation of documents relating to the de - annexation of the Subject Properties from the Declaration of Protective Covenants and/or removal of the Declaration of Protective Covenants from the chain of title for the Subject Properties, including but not limited to reasonable costs for correspondence, preparation of documents relating to votes for said de -annexation and necessary meetings of the membership and Boardmembers in connection with said de -annexation ("Association's Reasonable Administrative and Legal Costs"), mailing, and recording costs. a. Payment of Association's Reasonable Administrative and Legal Costs. The City will issue a warrant payable to Rancon Commerce Center, Phases 2, 3 & 4, Inc., in an amount not to exceed $10,000.00 and mail it by first-class mail within 14 business days of receiving an invoice itemizing the Association's Reasonable Administrative and Legal Costs discussed above. The City will mail the warrant as follows: Rancon Commerce Center, Phases 2, 3 & 4, Inc. Attention: Associa Equity Management & Realty Property Services 42430 Winchester Road Temecula, California 92590 5. Landscape Maintenance Areas. The City's acquisition of the Subject Properties and construction of the Overland Drive Extension Project removed approximately 2,319.72 square feet in one section and 1,189.73 square feet in another section of the Association's existing Landscape Maintenance Areas within the public right of way, which are depicted collectively on Exhibit `B-1" hereto. The acquisition of the Subject Properties and construction of the Overland Drive Extension Project created an approximate 2,106.50 square feet of Landscape Maintenance Areas within the street right of way depicted on Exhibit `B-2". Accordingly, the acquisition of the Subject Properties and construction of the Overland Drive Extension Project did not result in any net increase in the total size of the Association's Landscape Maintenance Areas, in the after condition. a. Consideration for Landscape Improvements. The City submitted landscape plans and irrigation plans to the Association for approval prior to constructing the Overland Drive Extension Project. Based on negotiations with the Association, the City caused its contractor for the Overland Drive Extension Project to install certain irrigation improvements and trees in the approximate 2,106.5 square feet of landscape area created within the public right of way depicted on Exhibit `B-2" hereto. Association requested that plants and landscape improvements that differed from those described in the City's landscape plans for the Overland Drive Extension Project be installed in said area. The Parties agreed that the City would pay to the Association the portion of the subject 0 11086.0166/2360718v10 landscape costs for the Overland Drive Extension Project that the City had allocated for said landscape improvements. Accordingly, the Parties agree that the City will pay the Association the sum of $8,112.00 for the Association to install the drought -tolerant plants and landscape improvements that Association determines are most compatible with Association's plans for said areas. In addition, there are landscaped areas that were distressed during construction. These areas are shown on Exhibit "C", which is attached to this Agreement and incorporated herein by this reference. The total distressed area is approximately 25,221.73 square feet in size. At a cost of $1.25 per square foot, the total compensation for the landscaping of the distressed areas is $31,527.16. Therefore, the total compensation for the replacement landscaping and new landscape improvements is $39,639.16. b. Replacement of Irrigation Main. As of the Effective Date, the City has caused Rancho California Water District to replace with material of like kind and quality a two-inch irrigation main impacted during the construction of the Project. Said irrigation main benefitted the common areas and/or landscape maintenance areas for which the Association is responsible. On May 5, 2021, Ray Crain of Total Landcare, LLC, which provides landscaping services for the Association, inspected and approved the operation of the two-inch irrigation main. 6. Remnant Areas. The acquisition of the Subject Properties and construction of the Project resulted in certain Remnant Areas on the remainder portions of two of the Subject Properties acquired by the City. The Remnant Areas are approximately 10,776 square feet in size and are comprised of (i) an approximate 6,859 square foot portion of Lot 25 of Tract Map 16178 and (ii) an approximate 3,917 square foot portion of Lot 14 of Tract Map 16178, which are described more particularly in the Quitclaim Deeds attached as Exhibit "B-3" and Exhibit "B-4", respectively free and clear of any liens and taxes. a. Transfer of Remnant Areas. The City agrees that, within 60 days of the Effective Date, it will transfer to the Association pursuant to Quitclaim Deeds in the forms attached as Exhibit `B-3" and Exhibit `B-4" hereto its interest in the Remnant Areas described therein. b. No De -Annexation for Remnant Areas. The Parties agree that the Remnant Areas described in the Quit Claim Deeds attached as Exhibit "B-3" and Exhibit "B-4" will not be included in the de -annexation of the Subject Properties from the Declaration of the Protective Covenants. 7. Procedure for De -Annexation. The Association has conducted a meeting of the members of the Association to conduct a vote to amend the Declaration of Protective Covenants to facilitate de -annexation or removal of the Subject Properties from the Declaration of Protective Covenants. Section 9.2.1 of the Declaration of Protective Covenants provides that the Declaration of Protective Covenants "may be terminated, extended, modified or amended, with the written consent of the property owners of Lots comprising 66 2/3% (Sixty -Six and Two -Thirds Percent) of the Net Acres contained in the Rancon Commerce Center business park." The Association informed the City that at least 66 2/3% of the membership voted to approve the Second Amendment to the Declaration -7- 11086.0166/2360718v10 of Protective Covenants, which authorizes the Board of Directors to de -annex certain properties from said Declaration of Protective Covenants in accordance with the amended Sections 18.2, 18.3, and 18.4. The Second Amendment to Declaration of Protective Covenants for Rancon Commerce Center, Phases 2, 3 & 4, Inc. was recorded on March 16, 2021 as Document Number 2021-0166996 of Official Records of the County of Riverside. Accordingly, the Association and Board of Directors will take necessary actions, including recording an Amendment to the Declaration of Protective Covenants to remove or de - annex the Subject Properties from said Declaration of Protective Covenants within 60 days of the Effective Date. Said removal and/or de -annexation will not include the Remnant Areas. A copy of the recorded Second Amendment to the Declaration of Protective Covenants is attached as Exhibit "D" hereto and incorporated herein by this reference. 8. Representation and Warranties of Association. The Association makes the following representations and warranties to the City: a. The Association is a non-profit mutual benefit corporation that has been duly formed and organized and is validly existing and in good standing under the laws of the State of California. b. The Association has the power, right, and authority as a corporation to enter into this Agreement and to undertake the actions contemplated hereby. C. The Association has taken all requisite action in connection with entering into this Agreement. d. Each individual executing this Agreement on behalf of the Association has the legal power, right, and actual authority to legally bind the Association to the terms and conditions of this Agreement. e. The execution and delivery of this Agreement and compliance with the terms of this Agreement by the Association do not violate the Declaration of Protective Covenants or other documents that are legally binding on the Association. f. The Association has all corporate authorizations necessary to execute and deliver this Agreement. g. The Association is not aware of any litigation or proceedings by or against the Association that may affect the Association's performance of its obligations under this Agreement. h. The Association is not aware of any litigation or proceedings by or against the members of the Association relating to the Overland Drive Extension Project. 9. Representations and Warranties of the City. The City makes the following representations and warranties to the Association: a. The City has the power, right, and authority to enter into this Agreement and to undertake the actions contemplated hereby. 11086.0166/2360718v10 b. The City has taken all requisite action needed to enter into this Agreement. C. The person executing this Agreement on behalf of the City is authorized to execute the Agreement on behalf of the City. d. This Agreement is, and all documents required hereby to be executed by the City, will be valid, legally binding obligations of, and enforceable against, the City in accordance with their terms. e. The City is not aware of any litigation or proceedings by or against the City that may affect the City's performance of its obligations under this Agreement. 10. Notices. All notices and demands will be given in writing by certified or registered mail, postage prepaid, and return receipt requested, or by overnight carrier. Notices will be considered given upon the earlier of (a) two business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or (b) one business day following deposit with an overnight carrier service. The Parties will address such notices as provided below or as may be amended by written notice: City: City of Temecula 41000 Main Street Temecula, California 92590 Attention: Aaron Adams, City Manager Copy to: Richards, Watson & Gershon Attention: Peter M. Thorson, City Attorney 350 South Grand Avenue, 37th Floor Los Angeles, California 90071 Association: Rancon Commerce Center, Phases 2, 3 & 4, Inc. Attention: Associa Equity Management & Realty Services 42430 Winchester Road Temecula, California 92590 Copy to: Fiore Racobs & Powers Attention: Dennis M. Burke, Esq. 6820 Indiana Avenue, Suite 140 Riverside, California 92506-7202 11. Miscellaneous. a. Amendments. Any amendments to this Agreement will be effective only when duly executed by both the Association and the City. b. Applicable Law. This Agreement will be construed and interpreted under, and governed and enforced according to the laws of the State of California. 10 11086.0166/2360718v10 C. Entire Agreement. This Agreement supersedes any prior agreement, oral or written, and together with the Exhibits hereto and any agreements delivered pursuant hereto, contains the entire agreement between the City and the Association on the subject matter of this Agreement. No subsequent agreement, representation or promise made by either party hereto, or by or to any employee, officer, agent or representative of either party, will be of any effect unless it is in writing and executed by the party to be bound thereby. No person is authorized to make, and by execution hereof the City and the Association acknowledge that no person has made, any representation, warranty, guaranty or promise except as set forth herein; and no such agreement, statement, representation or promise that is not contained herein will be valid or binding on the City and the Association. d. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the heirs, executors, administrators, successors, and assigns of the Parties hereto. e. Counterparts and Facsimile and Electronic Signatures. This Agreement may be executed simultaneously in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. For purposes of this Agreement, facsimile and electronic signatures will be deemed to be original signatures. f. Remedies Not Exclusive and Waivers. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy will be cumulative and will be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies will not constitute a waiver of the right to pursue other available remedies. g. Interpretation and Construction. Each party has reviewed this Agreement and each has had the opportunity to have its respective counsel review and revise this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not apply in the interpretation of this Agreement or any amendments or Exhibits thereto. In this Agreement the neuter gender includes the feminine and masculine, and singular number includes the plural, and the words "person" and "party" include corporation, partnership, firm, trust, or association wherever the context so requires. The recitals and captions of the Sections and Subsections of this Agreement are for convenience and reference only, and the words contained therein will in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement. h. Attorneys ' Fees. If either party hereto incurs attorneys' fees in order to enforce, defend or interpret any of the terms, provisions or conditions of this Agreement or because of a breach of this Agreement by the other party, the prevailing party, whether by suit, negotiation, arbitration or settlement will be entitled to recover reasonable attorneys' fees from the other party. -10- 11086.0166/2360718v10 i. Severability. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be invalid. Exhibits. The Exhibits attached hereto are incorporated in this Agreement by reference herein. IN WITNESS WHEREOF, this Agreement is effective as of the day it is fully executed by the Parties. RANCON COMMERCE CENTER PHASES, 2,3 & 4, INC., A California non- profit mutual benefit corporation Dated: 1 1_] 49_?� Dated: 1h 7 193 Approved as to form: FIORE RACOBS & POWERS Dennis M. Burke, Esq. Title: i" 1VFV 6 -11- 11086.0166/2360718v10 i. Severability. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be invalid. j. Exhibits. The Exhibits attached hereto are incorporated in this Agreement by reference herein. IN WITNESS WHEREOF, this Agreement is effective as of the day it is fully executed by the Parties. RANCON COMMERCE CENTER PHASES, 2,3 & 4, INC., A California non- profit mutual benefit corporation Dated: �] Dated: 1h 7193 Title: t' wSt 6 Approved as to form: FIORE RACOBS & POWERS Dennis M. Burke, Esq. 77 -11- 11086.0166/23 60718v 10 CITY OF TEMECULA, a municipal corporation Dated: Approved as to form: RICHARDS, WATSON & GERSHON Peter M. Thorson, City Attorney Lo Zak Schwank, Mayor ATTEST: Randi Johl, City Clerk -12- 11086.0166/2360718v10 Exhihit "A" Landscape Maintenance Areas Described in Amendment to Declaration of Protective Covenants recorded on October 14, 1986 as Instrument Number 254851 of Official Records of the County of Riverside Exhibit "A" N EXHIBIT "DA-1" LANDSCAPE MAINTENANCE AREA DEPICTED M The landscape maintenance area is depicted in the diagonally marked areas of Exhibit A-1 and is further depicted on Exhibits DA-2, DA-3 and DA-4. Exhibit "DA-1" Page 1 of 1 Exhibit "A" - Page I Exhibit "A" - Page 2 F§i Exhibit "A" - Page 3 E XNlelT DA - 4 �, L Exhibit "A" - Page 4 Exhibit "B-1" Depiction of Existing Landscape Maintenance Areas Removed by Project h=d Area = 2,319.72 square feet Exhibit "B-1" - Page 1 QToial Ai ea Vvil hin Public RigN Of Way Am = 1. U9.73 square %M Exhibit `B-1" - Page 2 Exhibit "B-2" Depiction of Landscape Areas within Right of Way Created by Proejct (depicted in yellow) Ere roW Am WAhn M R Q of way Area = 2.106.6 square Fee[ 1~.SoSW Exhibit `B-2" Exhibit "B-3" Form of Quitclaim Deed for 6,869 Square Foot Remnant Area RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO: City of Temecula 41000 Main Street Temecula, California 92590 With a copy to: Rancon Commerce Center, Phases 2, 3 & 4, Inc. Attention: Associa Equity Management & Realty Property Services 42430 Winchester Road California 92590 [SPACE ABOVE FOR RECORDER'S USE ONLY] Portions of The undersigned Grantor declares: (1) The documentary transfer tax is which is computed on the value of the property conveyed, which is located in the City of Temecula, County of Riverside, State of California. (2) This is a conveyance of a common area to a nonprofit, mutual benefit corporation; (3) This property has no separate value and should not be assessed a separate amount as provided in Revenue & Taxation Code Section 2188.5 QUITCLAIM DEED FOR VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby acknowledged, the CITY OF TEMECULA, a municipal corporation ("Grantor"), does hereby REMISE, RELEASE AND FOREVER QUITCLAIM to RANCON COMMERCE CENTER, PHASES 2, 3 & 4, INC. a California non-profit mutual benefit corporation ("Grantee"), without representation or warranty, express or implied, all of Grantor's right, title, and interest, if any, in and to that certain real property located in the City of Temecula, County of Riverside, State of California, more particularly described on Exhibit "A" and depicted roughly on Exhibit `B" hereto ("Subject Property"), which are attached hereto and incorporated herein by this reference as if set forth in full. Exhibit `B-3" — Page 1 IN WITNESS WHEREOF, Grantor has executed this Quitclaim Deed as of the date set forth below. Dated: Attest: Randi Johl, City Clerk CITY OF TEMECULA, a municipal corporation LOW Aaron Adams, City Manager Exhibit `B-3" — Page 2 February 1), 201 I 4hcd 1 gal 2 EXHIBIT "A" LEGAL DESCRIPTION REMAINDER PARCEL (OVERLAND DRIVE) BEING A PORTION OF LOT 25 OF TRACT MAP NO. 16178, SITUATED IN THE CITY OF TEMECULA. COUNTY OF RIVERSIDE, STATE OF CALIFORNIA. RECORDED AUGUST 8, 1986 AS SHOWN BY MAP ON FILE IN BOOT[ 160, PAGES 102 THROUGH 104, INCLUSIVE, OF MAPS, OFFICIAL RECORDS OF RIVERSIDE COUNTY. STATE OF CAL€FORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: ALL OF SAID LOT 25 EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST EASTERLY CORNER OF SAID LOT 25. SAID CORNER BEING ON THE SOUTHWESTERLY RIGHT-OF-WAY LIFE OF COMMERCE CENTER DRIVE (66.00 FEET WIDE) AS SHOWN ON SAID MAP AND ALSO BEING A POINT ON A CURVE CONCAVE SOUTHWESTERLY WITH A RADIUS OF 967.00 FEET, A RADIAL BEARING TO SAID POINT BEARS NORTH 53°38'28" EAST (NORTH 53°38'37" EAST PER SAID MAP), THENCE ALONG THE SOUTHEASTERLY LINE OF SAID LOT 25 SOUTH 51039'19" WEST A DISTANCE ❑F 154.89 FEET (NORTH 51`41'16' EAST A DISTANCE OF 154.75 FEET PER SAID MAP) TO THE MOST SOUTHERLY CORNER OF SAID LOT 25; THENCE ALONG THE SOUTHWESTERLY LINE THEREOF NORTH 40°28'13' WEST (NORTH 40°28'32" WEST PER SAID MAP) A DISTANCE OF 66,36 FEET; THENCE LEAVING SAID SOUTHWESTERLY LINE NORTH 52`46'53" EAST A DISTANCE OF 130.89 FEET; THENCE NORTH 04`12'52" EAST A DISTANCE OF 36,57 FEET TO A POINT ON SAID SOUTHWESTERLY RIGHT-OF-WAY LINE Or COMMERCE CENTER DRIVE AND ALSO BEING A POINT ON A CURVE CONCAVE SOUTHWESTERLY WITH A RADIUS OF 967.00 FEET, A RADIAL BEARING TO SAID POINT BEARS NORTH 47'04'44" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE AND SAID SOUTHWESTERLY RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 06033'44" A ❑ISTANCE OF 11075 FEET TO THE POINT OF BEGINNING, CONTAINING- 6.869 SQ. FT. OR 0.157 ACRE, MORE OR LESS. EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. Exhibit "B-3" — Page 3 February- 9, 2011 Sheet 2 aft THIS LEGAL DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECTION IN CONFORMANCE WITH THE LAND SURVEYORS' ACT, l.F 'zlu�e- Olt y. .V J J� • 'C ' B. SCOTT EDKI i DATE LS 7696 Exhibit `B-3" — Page 4 LEGEND Q INUCA TES RLEAMACER PATS AREA s 6,859 SQL FT OR U.157 ACRE P09 WDICA TES POWT Or BEGA ING ( ) MVCh TES RECO p DA TA PER TRACT 16179 (R) XXA TES RADAZ BEARWG l 4Ma5rAPE MAAMNANCF AWE E ENT PER AYST. W 9D2, RECMDEV 4WA Y 2a 1987 [ ] EAS�WT TO GENERAL TELEPHOME Ca PER WST NC. 117S4, RECORVW APW 29, 1987 rASEMENr FAR 1 ON WENT S 5 RESERWO To PARCOR REAL TY R M r PCP WST Na 2369-TA RECORDED AX t8, 1987 Ed P5' WDC DRAINAGE EASEMENT PER TRACT 18179 EXHIBIT"B" REMAINDER PARCEL - LOT 25 (OVERLAND DRIVE) CITY OF 15 * F PMECT SITE VICINITY MAP _�• � 8. SCO� LS 7696 DATE SHEET I OF 3 SHEETS PROJECT DESIGN CONSULTANTS roo F,10r oIr,O " Enalnsarino I Survey 7019 Sark Sift eDo See Dleoa, CA e7141 6192W6471 T41 61 a.23LOUa FX. DATE SCALE. JC6 r4o.: f FEE RUARY 09, 201 t WT,S. I — Exhibit `B-3" — Page 5 lk EXHIBIT "B'" REMAINDER PARCEL - LOT 25 (OVERLAND DRIVE) ai13.zm.8471 T�4 019-23 k.OM Nx O A TE: SCALE; JOB NO FEBR;)ARY 09, 2011 SHEET 2 OF 3 SHEETS PRG.IECT DESIGN CONSULTANTS Exhibit `B-3" — Page 6 �TRACT \A4\A N452P E(fi) , 24 �\a r 20' J6 EXHIBIT "B" REMAINDER PARCEL - LOT 25 (OVERLAND DRIVE) CURVE DEL to R. DWS LENO7N CT f'4 36' 96T.0' ' M78 s .`' e � . q r r4 c - as PCL (N533837" � 5. 15 7AA 1i AP -NOf67i8-� SHEET 3 OF 3 SHEETS PROJECT DESIGN CONSULTANTS re F-1-1ng 1 EnSaO-rin9 1 Survey 701 B svaet SLABAW Sin D490• CA B21431 6' 9 735.6471 Tel 61$1d.Cw F&K dAM SCALE: JOB NO_, FEBRUARY 09, 2011—_-- Exhibit "B-3" - Page 7 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside On , before me, (insert name and title of the officer) Notary Public, personally appeared , who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit `B-3" — Page 8 Exhibit ` 13 4" Form of Quitclaim Deed for 3,91' RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO: City of Temecula 41000 Main Street Temecula, California 92590 With a copy to: Rancon Commerce Center, Phases 2, 3 & 4, Inc. Attention: Associa Equity Management & Realty Property Services 42430 Winchester Road California 92590 7 Square Foot Remnant Area [SPACE ABOVE FOR RECORDER'S USE ONLY] Portions of The undersigned Grantor declares: (1) The documentary transfer tax is which is computed on the value of the property conveyed, which is located in the City of Temecula, County of Riverside, State of California. (2) This is a conveyance of a common area to a nonprofit, mutual benefit corporation; (3) This property has no separate value and should not be assessed a separate amount as provided in Revenue & Taxation Code Section 2188.5 QUITCLAIM DEED FOR VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby acknowledged, the CITY OF TEMECULA, a municipal corporation ("Grantor"), does hereby REMISE, RELEASE AND FOREVER QUITCLAIM to RANCON COMMERCE CENTER, PHASES 2, 3 & 4, INC. a California non-profit mutual benefit corporation, without representation or warranty, express or implied, all of Grantor's right, title, and interest, if any, in and to that certain real property located in the City of Temecula, County of Riverside, State of California, more particularly described on Exhibit "A" and depicted roughly on Exhibit `B" hereto ("Subject Property"), which are attached hereto and incorporated herein by this reference as if set forth in full. Exhibit ` 13 4" — Page 1 IN WITNESS WHEREOF, Grantor has executed this Quitclaim Deed as of the date set forth below. Dated: Attest: Randi Johl, City Clerk CITY OF TEMECULA, a municipal corporation LOW Aaron Adams, City Manager Exhibit `B-4" — Page 2 FcbTLmr% 9. 2011 sloe[ I ut" EXHIBIT "A" LEGAL DESCRIPTION REMAINDER PARCEL (OVERLAND DRIVE) BEING A PORTION OF LOT 14 OF TRACT MAP NO. T6178, SITUATED IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE. STATE OF CALIFORNIA, RECORDED AUGUST 8. 1986 AS SHOWN BY MAP ON FILE IN BOOK 160. PAGES 102 THROUGH 104. INCLUSIVE, OF MAPS. OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: ALL OF SAID LOT 14 EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT 14, SAID CORNER BEING ON THE NORTHEASTERLY RIGHT -OF -WRY LINE OF ENTERPRISE CIRCLE WEST (66.00 FEET WIDE) AS SHOWN ON SAID MAP AND ALSO BEING A POINT ON A CURVE CONCAVE SOUTHWESTERLY WITH A RADIUS OF 1483.00 FEET, A RADIAL BEARING TO SAID POINT BEARS NORTH 51°07'10" EAST (NORTH 51'13'50" EAST PER SAID MAP); THENCE NORTHWESTERLY ALONG SAID CURVE AND SAID NORTHEASTERLY RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 04'02'39" A DISTANCE OF 104.68 FEET (04"02'49" A DISTANCE OF 104.75 FEET PER SAID MAP) TO THE MOST WESTERLY CORNER OF SAID LOT 14; THENCE LEAVING SAID NORTHEASTERLY RIGHT-OF-WAY LINE AND ALONG THE NORTHWESTERLY LINE OF SAID LOT 14 NORTH 45°23'22" EAST (NORTH 45"22'10" EAST PER SAID MAP) A DISTANCE OF 5.43 FEET. THENCE LEAVING SAID NORTHWESTERLY LINE SOUTH 85412'39" EAST A DISTANCE OF 23.94 FEET; THENCE NORTH 52`46'53" EAST A DISTANCE OF 138.71 FEET TO A POINT ON THE NORTHEASTERLY LINE OF SAID LOT 14; THENCE ALONG SAID NORTHEASTERLY LINE SOUTH 40'28'13" EAST (NORTH 40`28'32" WEST PER SAID MAP) A DISTANCE OF 86.36 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 14. THENCE ALONG THE SOUTHEASTERLY LINE THEREOF SOUTH 51°44'46" WEST A DISTANCE OF 160_09 FEET (NORTH 51°41'18" EAST A DISTANCE OF 160.18 FEET PER SAID MAP) TO THE POINT OF BEGINNING. CONTAINING: 3,917 SQ. FT. OR 0.090 ACRE. MORE OR LESS. EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. Exhibit "B-4" — Page 3 February 9, 2011 Sheet 2 of THIS LEGAL DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECTION IN CONFORMANCE WITH THE LAND SURVEYORS' ACT- s +o 7-96 B. SCOTT EDKINS D TE 1u�*I LS 7696 Exhibit `B-4" — Page 4 LEGEND Q Wtr CATES REMANDER PARCEL AREA = - NV 50. FT. OR U090 ACRE Paa WUf W S PaN F OF PECJNNNIG ( ) ?WCA TES RECORD CA TA PER MAC T 1617& (R) !N=A TES RAOIAL etA171NC IAI LOOSCAPE MAINTENANCE AC7REEMENT PER NJSr 141902, RECOROED MAY 20, I-W IM EASEMENT TO GENERAL taWYONE CG. PER WST. Ha i 7514, RECORDED APRk 29, 7W Q 10' WDE EASEMENT FOR m T€ uws rm nRE PROTEC17CN PER WST 225972, REG� LULY 5, F969 ® I5' WE DRkNAGE EAA'UEN1' PER TRACT T6176 EXHIBIT "IB11 REMAINDER PARCEL - LOT 14 (OVERLAND DRIVE) OTY OF } TCULA S ti � 91 HH` *' PROJVE� T SITE : 1 i VICINITY MAP � r.► mar! 9 WOTT !N-`; CS 7696 DATE SHEET 1 OF 3 SHEETS PROJECT DESIGN CONSULTANTS P"anning 1 Engir—wring 1 na—y( NJ 9 svwgt 9,1u wo SOM N&M CA 9214T eT6.Mm7l TN $T9,U4.OWFU DATE: SCALE; ---' JOB Nll�: FEBRUARY 09. 2011 N.T,S. Exhibit `B-4" — Page 5 Exhibit `B-4" — Page 6 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside On , before me, (insert name and title of the officer) Notary Public, personally appeared , who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit "B-4" — Page 7 Exhibit "C" Landscaping Distressed During Construction Commerce Center [)rive & ErrteMrise Cirde West •1.*YAW Crcku �ruaioo GY WLfiiLr lyad mL• a a-"MAM.OL L 25 5r11 v�a�ai :C4 VIYYWLiiWLr=]r*Y=IY]14Y�41WrV—,—YYY IW I I I I I I lk �i* �iiF LYL W IyLY V iiYF Y�r ral YIIYiF� WYY �tv��L --Yt:k '4.1,1 I] Exhibit "C" — Page 1 �r ryt�Irul, 4a iaYr�od ur rr Lra�d m&wmm*w ra na�ca.` 4 �4 rIL+�Lrr.Ir�aL�nirI yyl Yy�+Y/ bCll.L .ILfJ rWrli��IL I I i f i L l�� L K W i}ll V iiYF YLI r I.f� YIY�Y �1 W V Y I�Li— }L I�OHG IEY it ��If Exhibit "C" — Page 2 . �i.•,a�anaoT�y�F-r�a,� ""rc rwtiau w.`�uarr.o...+Mn n.r� 0 � en rwl rs melm}fra sir++�a��N.avrq cryr �ora��H �C{�O�d�1�1iYN I i i i i I Exhibit "C" — Page 3 Exhibit "C" — Page 4 Exhibit "D" Copy of Recorded Second Amendment to CC&Rs PLEASE COMPLETE THIS I NFOR MAWN 01-.+ 1 .+ *+ 96 RECORDING REQUESTED BY; 03f15/2@21 133!37 PM Fee. $ 101.00 Fiore, Ramos & PDwem Page i of 5 Recorded Yn Official Records couniy of Ri+rorc�dc AND WHEN RECORDED MAIL TO: Peter Aldena A66#6aVraunty Clerk -Recorder Fiore,820Raaii A Powers, itI VPROWU l 6620 Indiana A1renUe, Suite 1�0 Riverside. CA 92506 M A I t, 1 1195 1 1126 I KUR NCOR SMF NCHO T: GTY UNI Space above Ihla line for recorders use only 3FQDND AMENDME NY TO DECLARATION Or PROTECTIVE COVENANTS FOR RANCON COMMERC E CENTER, PHASES a,'J 6L s, INc Title of Document TRA, 113M THIS PAGE ADDED TO PROVIDE ADEQUATF SPACE FOR RECORDING INFORMATION ($3.DO Additional Recording Fee Applies) n0R 23B �R". 03Q008i Exhibit "D" — Page 1 SECOND AWNDMENT TO DECLARATION OF PROTECTWE COVENANTS FOR RANCOR COMMERCE CENTER, PHASES 2, 3 & 4, INC. This Second Amendment to Declaration of Protective Covenants for Rancon Commerce Center, Phases 2, 3 & 4, Inc. ("Second Amendment"), is made by Rancon Commerce Center, Phases 2, 3 & 4, Inc. ("Associatiod)- The Association is the owncrrs' association having jurisdiction over that certain development (collectively, the "Development"} located in the City of Temecula, County of Riverside, State of California, and more particularly described as: Tract No. 16178 in the County of Riverside, State of California, as per Map recorded in Rook 160, pages 102 through 101, of Maps, in the Office of the County Recorder of Riverside County, California. Includes Lot 6 of Tract 17168, which Lot was subdivided into Parcels 1 and 2 of Parcel Map 247tZ as per Map recorded in hook 172, pages 90 through 91, of Parcel Maps, in the office of the County Recorder of Riverside County, Calif ornia Tract No. 16178-2 in the County of Riverside, State of California, as per Map recorded in Hook 160, pages 96 through 98, of Maps, in the Office of the County Recorder of Riverside County, California, Tract No. 16178.3 (except Lot 1 of Tract 16178-3) in the County of Riverside, State of California, as per Map recorded in Book 10, pages 99 through 101, of Maps, in the Office of the County Recorder of Riverside County, California. Includes Lot 11 of Tract 17168-:3, which Lot was subdivided into Parcels 1 and 2 of Parcel Map 29406 as per Map recorded in Book 200, pages 7 through 8, of Parcel Maps, in the Office of the County Recorder of Riverside County, California. The Development includes the properties subject to the Declaration of Protective Covenants for Rancon Commerce Center, Phases 2, 3 & 4, Inc., recorded October 14, 1986, as Instrument No. 254851, in the Official Records of Riverside County, California ("CC&As"); and the Amendment of Declaration of 7tPPQ4 Apw Page 1 of Exhibit "D" — Page 2 Protective Covenants for Rancon Connmcrce Center, Phases 2, 3 & 4, Inc., recorded May 20, 1987, as Instrument No. 141902 ("Amendment")• The properties are currently subject to the CC&Rq. The C&Rs may be amended by their own terms pursuant to Article 9. Section 9.2.1, by not less than 66-2/3 percent of the net acres of the Association. NOW, THEREFORE, pursuant to the votej of raembers constituting at least 66-213 percent of the Associal ion's total voting power, the CC&Rs are hereby amended as follows: Add a new Article 18 to the CC s: ARTICLE 18 DE-ANNFIXATION 18.1 Conflicts. The provisions of this Article 18 shall control over any contrary provisions in this Declaration. 19.2 Proverty IA ic�h I�tay Be De -annexed. The Board of Directors, with the consent of the City of Temecula, has the authority (without coiaducting a membership vote and without obtawng the approval of the County of Riverside) to de-aymLx one or more Lots, or a portion of a Lot or Lots, from the Park (and c overage by some or all of the provisions of this Declaration) and in connection therewith modify the Association's Common Area, Landscape maintenance Areas and Storm Drain System Easement maintenance oblations where the City of Temecula or other govermum- tal agmcy invokes or threatens to invoke its condemnation power to either (a) acquire title to one or more Lots or a portion thereof; or V strip or remove the 1Deriaration from the chain of title to a Lot or Lots or portion thereof. The de - annexation power granted to the Board is a discretionary power. Thie Board may choose to exercise the power upon such terms and conditions as the Board believes appropriate. Potcnlial conditions include, but are not Limited to, imposing covenants to restrict future ttse of the de -annexed property for I he benefit of the Lots, Common Areas and Association -maintained areas within the Park; requiring a lump sum payment to compensate for lass of assessment revenue; granting easements to the Association to facilitate- access and mainten mce of remalri n Common Areas, Association Landscape Areas or Storm Drain System Easement areas; requiring payment of the cast to reconfigure landscaping, irrigation and drainage improvements; and transferring Association -maintenance obligations. RMW25&W Page 2 of 4 Exhibit "M — Page 3 183 pe-;,nne-xation Prrscedure. The de -annexation process shall be accomplisbed by recordiMT an amendment to the Declaration removing one or more Lots or portions thereof from coverage by all or part of this Declaration. The amendment shall also ciesczibe any alteration to the Association's Common Area, Landscape Maintenance Areas or Storm Drain System Fasement with regard I o the de -annexed property. The amendment trust be executed by the Association President and include a certificate of the Association's Secretary confirming the amendment was approved by at least a inojority of the Association's Hoard of Directors and the City of Temecula. 18A AdlustMeM rus alculation of _ Lssessments acn t' , R Fhts. A de -annexation amendment shall include a new Lot Assessment Schedule to replace CUR Wiffiit I; and a new Net Acreage Per Lot schedule to replace CC&R Exhibit E, which new schedules will take effect upon recordation of the de. -annexation ainendmcrit or such later as set forth in the recorded de -annexation amendment, The new Lot Assessment Schedule shall be calculated based on each remaining Lot's relative Net Acreage as compared to the revised total Net Acreage within the Park. Net Acreage shall he determined in accordance with CC&R Section 1.24. The restrictions on assessment increases set forth at CM Section 5.2.2 shall nor apply to an increase iti assessments resulting from de -annexation and zdjwstm.ent of the Lot Assessment Schedule. IN IVI'MTSS WHEREOF, the undersigned, as the duly appointed President of Rancon CcmTnercc Center, Phases 2, 3 & 4, Inc., a California nonprofit mutual benefit corporation, hereby certifies that the foregoiU Second Amendment was duly and properly approved by the requisite majority of the Associations membership. RANCO ,C0WFRCE CENTER PH -vs Es 2, 3 & 4, ThlC. Dated; f ° e- P Name Printed: rA �• Its President M. 7422 1J C Page 3 of d Exhibit "M — Page 4 -ACKNOW LEDCKEN>- A notary public or other officer completing this certificate verifies only the identity of the indikZdual who signed the document to which ft.9 certificate is attached, and not the truthFuinessh accuracy, or ti lidity of that d.ocurlietit- State Of Califnia County of x Vejrs IAf, on �' before me, 'NO` 10 LM n LNA" a Kotwy Public, person. Ily appeared [ , - arts . who prcn-ed to Me on the basis of satisfactory eti-Idence to he the personN whose narn0 /HFe subscribed to the uothin instrument and acknowledged to me that qWshL/thtsy executed the same in (3jj3Yh /1rbhir authorized eapacity(fie-s), And that b}A 1Jhel'/thtsi<r signatare(Q on the instrument the personts), or the entity upon behalf of which the persork(N acted, executed the instrument. i certify under PENALTY OF PERJURY under the laws of the State of California that the foregairtg paragraph is true and correct, WITNESS my hand and official seal. rxrunw L- HUNTER NEATLY Pak - (ili{UM11 RlerjW*<whty F [0h&VM1M f 2264659 Mx [. M- Expires Now 1, 2022 R93742N.DOC Page 4 of 4 Exhibit "D" — Page 5 Fvhihi+ ccF» Estimate for Replacement of Monument Walls Mika Moumainlion Inc. Estimate Mlckelson Way Murrieta, CA 92563 US (951) W-5006 MikoMoumal nllon@ gmall.com ADDRESS Mr. Rodney Tldwell City of Temecula 41000 Maln St. Temecula, Caldomla 92590 U.S.A 1157 02/07/2018 LOCATION Overland dr. 8 Commerce Center ACTIVITY I Rommm and ralgcdi9 Estimate Include, - (2)Mobillxatlon - Mobllize All Equl lament and Material Necessary to complete scope of work. (2)ExCavation for footings, poured and placed walls with steal rebar reinforcement - (2) Cast In place concrete business center signs walls- Poured and Placed walls wlth rebar relnforcement concrete. includes d Imensions (2) 26 ft long x 8" wide, 2" to d' it high.. Includes 8' Inch Corrugated imprint design and letters (Commerce Park). FRONT SIDE ONLY. See attached photos- - Includes all time, material, labor, hardware and supmision to complete Job. ' Does Not Include Demo Any questlons please call Mlke Monteleone Jr. Q 951-W-5006. TOTAL A —pled 6y Accepted Date 1V1M1 NEKO MOLNTAN 110V LNC. OTY RATE AMOUNT 2 15,500.00 31,0 OM $31,000.00 Exhibit "E"— Page 1 Photographs of Removed Monument Signs i Exhibit "E"— Page 2 f ANk The Heart aF Sauthern Cali{arnia Wine Country City of Temecula Fiscal Years 2023-27 Capital Improvement Program OVERLAND DRIVE EXTENSION COMMERCE CENTER Circulation Project Project Description: This project includes the design and construction of the extension of Overland Drive from Commerce Center Drive to Murrieta Creek, just west of Enterprise Circle West. This project also includes environmental studies, acquisition of right-of-way, new road improvements and installation of new traffic signals at Overland Drive intersections with Commerce Center Drive. Benefit: This project improves traffic circulation and access to Overland Drive freeway over -crossing. Core Value: Transportation Mobility and Connectivity Project Status: Construction is complete. The City Council accepted the improvements on December 10, 2019. The remaining budget is for anticipated right of way settlements. Department: Public Works - Account No. 210.265.999.602 / PW16-06 Level: I Project Cost: Prior Years Actuals 2022-23 2021-22 Adopted 2023-24 2024-25 2025-26 2026-27 Adjusted Budget Projected Projected Projected Projected Total Project Cost Administration 782,495 157 782,652 Construction 1,085,855 238,687 1,324,542 Construction Engineering 47,434 6,297 53,731 Design & Environmental 706,595 31,619 738,214 Land Acquisition 5,160,771 194,540 5,355,311 MSHCP 21,968 21,968 Utilities 36,120 5,359 41,480 Total Expenditures 7,841,238 476,658 8,317,897 Source of Funds: DIF-Street Improvements General Fund 8,082,475 235,422 8,082,475 235,422 Total Funding 8,317,897 8,317,897 Future Operating & Maintenance Costs: Total Operating Costs 97 54 Item No. 10 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 14, 2023 SUBJECT: Approve the Mitigation Credit Purchase Agreement and Acknowledgement with RBV Mitigation Credits, LLC for the Santa Gertrudis Creek Trail Phase II - Margarita Road Undercrossing, PW 19-04 PREPARED BY: Avlin R. Odviar, Principal Civil Engineer William Becerra, Associate Engineer II RECOMMENDATION: That the City Council approve the mitigation credit purchase agreement and acknowledgement between RBV Mitigation Credits, LLC and the City of Temecula for the purchase of mitigation credits with Barry Jones Wetland Mitigation Bank, in the amount of $31,350 for the Santa Gertrudis Creek Trail Phase II — Margarita Road Undercrossing, PW19- 04. BACKGROUND: The Santa Gertrudis Creek Trail Phase II — Margarita Road Undercrossing, PW 19-04; includes the design, environmental, and construction of the under - crossing in Santa Gertrudis Creek at Margarita Road to connect to the pedestrianibicycle trail. The under -crossing at Margarita Road will provide a continuous paved trail along the Santa Gertrudis Creek at this location. In compliance with California Environmental Quality Act (CEQA), the City filed a Notice of Determination (NOD) of a Mitigated Negative Declaration (MND) as authorized by the City Council on April 12, 2022. Project impacts and mitigation are summarized in the table below: Description of Environmental Impacts Description of Mitigations ➢ Approximately 0.062 acres of temporary ✓ Purchase of 0.19 acres of preservation impacts to riverine and riparian habitat. credits from RBV Mitigation Credits, LLC associated with the Barry Jones Wetland Mitigation Bank (Skunks Hallow). The subject agreement facilitates fulfillment of the 0.19-acre mitigation requirement described above. The total purchase amount is $31,350 for 0.19 acres of mitigation bank credits at $165,000/acre. FISCAL IMPACT: The Santa Gertrudis Creek Trail Phase II — Margarita Road Undercrossing project is identified in the City's Capital Improvement Program (CIP) budget for Fiscal Years 2023-27, and is funded with Measure S and Senate Bill 1. There are sufficient funds in the project account to cover the cost of $31,350 associated with the agreement. ATTACHMENTS: 1. Purchase Agreement 2. CIP Budget Sheet barry Jones Wetland Mitigation banL MITIGATION CREDIT PURCHASE AGREEMENT AND ACKNOWLEDGMENT THIS MITIGATION CREDIT PURCHASE AGREEMENT AND ACKNOWLEDGMENT ("Agreement") is entered into this day of , 2023 by and between RBV MITIGATION CREDITS, LLC, a California limited liability company ("Seller") and CITY OF TEMECULA ("Buyer"). RECITALS A. Pursuant to that certain Memorandum of Agreement Regarding the Establishment, Operation and Use of the Barry Jones Wetland Mitigation Bank dated December 1997 (the "MOA"), by and among Pacific Bay Homes (Seller's predecessor in interest); the California Department of Fish and Wildlife ("CDFW"); the United States Fish and Wildlife Service ("USFWS"); and the U.S. Army Corps of Engineers ("USACOE") (CDFW, USFWS and USACOE are referred to collectively hereinafter as the "Agencies"). The Agencies have acknowledged the creation of the Barry Jones Wetland Mitigation Bank (the "Mitigation Bank") and the right of Seller to sell "Mitigation Credits" as provided therein. Each Mitigation Credit is equivalent to 1 acre of mitigation. B. Buyer desires to mitigate the loss of certain wetland habitat values on real property located in Riverside County California commonly known as Santa Gertrudis Creek Trail Phase II - Margarita Road Undercrossing (the "Buyer's Property"). C. Buyer has agreed to purchase from Seller, and Seller has agreed to sell to Buyer 0.19 Mitigation Credit (the "Conveyed Credits") from the Mitigation Bank on the terms and conditions set forth herein. The 0.19 credit represents 0.19 acre of valid U.S. Army Corps of Engineers and California Department of Fish and Wildlife mitigation for wetland resources, all credits being fully consistent with the BEI. NOW, THEREFORE, in consideration of the agreements and acknowledgments set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer hereby agree and acknowledge as follows: 1. Purchase Price. The purchase price for the 0.19 Mitigation Credits shall be Thirty-one Thousand Three Hundred Fifty dollars ($31,350.00). The Purchase Price shall be paid in good Barry Jones Wetland Mitigation Bank Mitigation Credit Purchase Agreement Page 1 of 5 v.032410 funds on the Closing Date, as hereinafter defined in Paragraph 3 below. 2. Acknowledgment of Sale. On the Closing Date, Seller shall deliver a fully executed original of the Acknowledgment of Sale of Mitigation Credits ("Acknowledgment"), a form of which is attached hereto as Exhibit A and such other documents and instruments as may be required by any of the Agencies to evidence and recognize the transfer of the Conveyed Credits to Buyer. Moreover, Seller agrees that to the extent such have not been provided to Buyer at the closing, then if requested by Buyer subsequent to the closing, Seller will provide such documents and instruments as may be required by any of the Agencies to evidence and recognize the transfer of the Conveyed Credits within ten (10) days following Buyer's request. The provisions of this Paragraph 2 shall survive the closing and termination of this Agreement. 3. Closing. The closing will occur on or before February 14, 2023, or such other date to which the Buyer and Seller may mutually agree in writing (the "Closing Date"). The closing shall mean the date that the Purchase Price is delivered to Seller and the fully executed Acknowledgment of Sale of Mitigation Credits is delivered to Buyer. Notwithstanding the foregoing, Buyer may accelerate the Closing Date. 4. AS -IS Sale. Buyer acknowledges and agrees that: (a) it is the Buyer's sole responsibility to obtain a determination from each federal, state, or local governmental agency with jurisdiction over the Buyer's Property, including, without limitation, the Agencies and the Regional Water Quality Control Board that the Conveyed Credits are acceptable to each such governmental agency and/or suitable for Buyer's purposes, including, without limitation, mitigation for impacts to wetland/riparian values; (b) the purchase and sale of the Conveyed Credits shall be made on an "AS IS, WHERE IS, WITH ALL FAULTS" basis as provided for in the BEI; and (c) any completed sale of any Conveyed Credits shall be final. Buyer further acknowledges and agrees that except as otherwise expressly set forth in this Agreement, neither Seller nor any of its officers, affiliates, representatives, consultants, or agents have made any representations or warranties, or have assumed any responsibility, with respect to (i) the mitigation value or mitigation requirements of the Buyer's Property; (ii) the mitigation value of the property conveyed to the Agencies in establishing the Mitigation Bank; (iii) the acceptability of the Conveyed Credits to any federal, state, or local governmental agency with jurisdiction over the Buyer's Property; (iv) the suitability or adequacy of the Conveyed Credits for Buyer's purposes in purchasing such Credits; or (v) any other fact or circumstances which might affect the Mitigation Bank, the Buyer's Property, the Conveyed Credits, or Buyer's purposes in purchasing such Credits. The Seller further specifically advises Buyer to consult with the Regional Water Quality Control Board as to the acceptability of the Conveyed Credits. The Regional Water Quality Control Board is not a signatory to the BEI. 5. Termination. Time is of the essence in this Agreement. In the event the closing does not occur by the Closing Date, Seller, at its election, and in its sole and absolute discretion, by written notice to Buyer, may terminate this Agreement and neither party shall have any further Barry Jones Wetland Mitigation Bank Mitigation Credit Purchase Agreement Page 2 of 5 v.032410 obligations hereunder to each other or otherwise except as provided in Paragraph 6 below. 6. Brokers. Seller shall pay a commission to McCollum Associates pursuant to the terms of a separate written agreement if and only if the sale closes. Seller and Buyer each represent to the other that it has not had any other contract, agreement or dealings regarding the Conveyed Credits with, nor any communication in connection with the subject matter of this transaction through, any consultant, broker, agent, finder or other person who can claim a right to a consultant fee, commission or finder's fee in connection with the sale contemplated herein. In the event that other consultant, broker or finder makes a claim for a consultant fee or commission or finder's fee based upon any such contract, agreement, dealings or communication, the party through whom such claim is made shall be solely responsible for and shall indemnify, defend, and hold harmless the other party from and against said commission or fee and all costs and expenses (including without limitation reasonable attorneys' fees) incurred by the other party in defending against such claim. The provisions of this Paragraph 6 shall survive the termination of this Agreement. 7. Integration. Buyer and Seller agree that all negotiations, discussions, understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Agreement and the Exhibits attached hereto, and this written Agreement alone fully and completely expresses their agreement with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties relating to the subject matter of this Agreement. Buyer and Seller further agree that Buyer has no responsibilities or obligations whatsoever regarding the Conveyed Credits or the MOA except as are expressly stated in this Agreement. 8. Notices. All deposits and any notice required or permitted to be made or given under this Agreement shall be made and delivered to the parties at the addresses set forth below each partys respective signature. All notices shall be in writing and shall be deemed to have been given when delivered by courier, when transmitted by facsimile (upon confirmation of successfully completed transmission), or upon the expiration of two (2) business days after the date of deposit of such notice in the United States mail, registered or certified mail, postage prepaid. 9. Attorneys' Fees. This Agreement shall be governed and construed in accordance with the laws of the State of California and interpreted as if prepared by both parties hereto. In the event a dispute arises concerning the meaning or interpretation of any provision of this Agreement, or in the event of any litigation arising out of or related to this Agreement, the party not prevailing in such dispute or litigation shall pay any and all costs and expenses incurred by the other party in establishing or defending its rights hereunder, including, without limitation, court costs, expert witness fees, and reasonable attorneys' fees. 10. Limited Representations and Warranties. Seller is a limited liability company duly formed, presently existing and in good standing under the laws of the State of California, is Barry Jones Wetland Mitigation Bank Mitigation Credit Purchase Agreement Page 3 of 5 v.032410 qualified to transact business in the State of California, and has the power and authority to own, and does own, the Mitigation Credits, and the power and authority to consummate the sale of Conveyed Credits as contemplated by this Agreement, and the person executing this Agreement has the full authority to bind Seller. This Agreement and all instruments, including assignment and/or conveyance documents to be executed by Seller in connection herewith are or when delivered to Buyer will be duly authorized, executed and delivered by Seller and will be valid, binding and enforceable obligations of Seller. Neither this Agreement nor any instrument, including assignment and/or conveyance documents to be executed by Seller in connection herewith does now or will hereafter constitute a breach or default or invalidate, make inoperative or interfere with any contract, agreement, right or interest affecting or relating in any manner to the Conveyed Credits. The Conveyed Credits shall be assigned/conveyed to Buyer at the closing free and clear of all liens or other encumbrances of any type, monetary or non -monetary. 11. Counterparts. This Agreement may be executed and delivered in any number of identical counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. Berry Jones Wetland Mitigation Bank Mitigation Credit Purchase Agreement Page 4 of 5 v.032410 WHEREUPON, this Agreement has been executed as of the date first -above written. SELLER: RBV MITIGATION CREDITS, LLC, a California limited liability company By: Name: Karin T. Krogius Its: Member 178 Shorecliff Road Corona Del Mar, CA 92625 Attention: Karin Krogius Telephone: (949) 300-4864 BUYER: CITY OF TEMECULA By: Name: Zak Schwank Its: Mayor Attest by: Name: Randi Johl Its: City Clerk Approved as to Form: Name: Peter M Thorson Its: City Attorney Email: kkrogius_a7)pboaks.com Mail to: Attention: William Becerra 41000 Main Street Temecula, CA 92590 Telephone: (951) 693-3963 Email: will. becerra(cijemecufaca.gov USACOE: SPL-2021-00539-ERS RWQCB: R9-2022-0090 WDID 9 000003780 CDFW: EPIMS-RIV-28811-R6 Barry Jones Wetland Mitigation Bank Mitigation Credit Purchase Agreement Page 5 of 5 v.032410 EXHIBIT A Barry ,Jones Wetland Mitigation banL ACKNOWLEDGMENT OF SALE OF MITIGATION CREDITS The undersigned Seller hereby acknowledges that it has sold and conveyed to ("Buyer"), wetland mitigation Credits from the Barry Jones Wetland Mitigation Bank for impacts associated with the _____ project. All terms of this conveyance shall be governed by the provisions of the Mitigation Credit Purchase Agreement between Buyer and the undersigned dated , 2022. Seller: RBV MITIGATION CREDITS, LLC, a California Limited Liability Company 178 Shorecliff Road Corona Del Mar, CA 92625 Telephone: (949) 300-4864 Fax: (949) 644-7410 Email: kkrogius@pboaks.com By: - - Name: Ms. Ka��' Kro ius Its: Member ,may Date: `r USACOE Permit RWQCB Permit CDFW Agreement f ANk The Heart aF Sauthern Cali{arnia Wine Country City of Temecula Fiscal Years 2023-27 Capital Improvement Program SANTA GERTRUDIS CREEK PHASE II - MARGARITA UNDER -CROSSING Infrastructure Project Project Description: This project includes the design, environmental, and construction of the under -crossing in Santa Gertrudis Creek at Margarita Road to connect to the pedestrian/bicycle trail. The under -crossing at Margarita Road will provide a continuous paved trail along the Santa Gertrudis Creek at this location. Benefit: The project provides a safe pedestrian and bicycle trail connection for the community. Core Value: Transportation Mobility and Connectivity Project Status: Project is anticipated to be completed in Fiscal Year2022-23. Department: Public Works - Account No. 210.265.999.732 / PW19-04 Level: I Project Cost: Prior Years Actuals 2022-23 2021-22 Adopted 2023-24 2024-25 2025-26 2026-27 Adjusted Budget Projected Projected Projected Projected Total Project Cost Administration 91,420 212,581 144,000 448,000 Construction 1,631,179 1,631,179 Construction Engineering 200,000 170,000 370,000 Design & Environmental 304,697 329,267 633,964 Land Acquisition 21,500 21,500 MSHCP 81,559 81,559 Total Expenditures 396,117 2,476,085 314,000 3,186,202 Source of Funds: Measure S Senate Bill 1 396,117 974,085 314,000 1,502,000 1,684,202 1,502,000 Total Funding 396,117 2,476,085 314,000 - 3,186,202 Future Operating & Maintenance Costs: Total Operating Costs Notes : 1. California Transportation Commission (CTC) adopted the2019 Active Transportation Program Augmentation on January30 - 31, 2019. 156 Item No. 11 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 14, 2023 SUBJECT: Award Construction Contract to LDCo, Inc. for the Mary Phillips Senior Center Enhancement and Renovation, PW20-13 PREPARED BY: Avlin R. Odviar, Principal Civil Engineer William Becerra, Associate Engineer II RECOMMENDATION: That the City Council: 1. Award a construction contract to LDCo, Inc., in the amount of $1,286,000, for the Mary Phillips Senior Center Enhancement and Renovation, PW20-13; and 2. Authorize the City Manager to approve contract change orders up to 25% of the contract amount, $321,500; and 3. Make a finding that the Mary Phillips Senior Center Enhancement and Renovation, PW20-13 project is exempt from Multiple Species Habitat Conservation Plan (MSHCP) fees. BACKGROUND: On June 14, 2022, City Council approved the plans and specifications and authorized the Department of Public Works to solicit construction bids for Mary Phillips Senior Center Enhancement and Renovation, PW20-13. The Mary Phillips Senior Center Enhancement and Renovation is an infrastructure project that will update and enhance the appearance, improve safety, and extend the life of the facility. The Project exterior scope includes removal, disposal, and installation of roof, siding, soffit, fascia, trim, doors, and windows. Interior scope includes replacement lighting, acoustics, trim, bookcase, and finishes. Accessibility improvements will be brought up to current standards throughout the building interior and site. The construction contract was publicly advertised between June 21 and August 4, 2022. Four (4) bids were received and publicly opened on Thursday, August 4, 2022. On September 13, 2022, the City Council rejected all bids and authorized the Department of Public Works to re -advertise the construction contract. The construction contract was then readvertised publicly between December 16, 2022, and January 19, 2023. Three (3) bids were received and publicly opened on Thursday, January 19, 2023. The results were as follows: Rank Bidder Bid Amount 1. LDCo, Inc. $ 1,286,000 2. Armstrong Cal Builders, Inc. Non -Responsive 3. Pre Con Industries, Inc. Non -Responsive The bid submitted by Armstrong Cal Builders, Inc. did not include the Bidder's Agreement, which is required to be submitted with the bid packet. Pre Con Industries, Inc. failed to meet the self - performance requirement of at least 50% of the contract work. The construction contract, specifically Section 3-2 Self Performance of the Standard Specifications for Public Works Construction, requires that the contractor self -perform at least 50% of the contract work. LDCo, Inc., of San Diego, California is the lowest responsible bidder. LDCo, Inc. has public contracting experience and has successfully completed similar public projects. Staff has received a bid evaluation memorandum from the City's CDBG consultant which verifies that LDCo, Inc. bid submittal meets CDBG requirements. The Engineer's Estimate of construction cost was $772,000. The construction contract allows for 100 working days (approximately 5 months) to construct the Project. The Mary Phillips Senior Center facility has never received enhancement and renovation such as the ones being proposed. Renovation projects of older facilities more often than not uncover additional deficiencies during construction that would need to be remedied. As such, staff is requesting the approval of a 25% contingency instead of the standard 10%. Any unused portion of this contingency will be returned to the fund source it was appropriated from after the construction completion. The Multiple Species Habitat Conservation Plan (MSHCP) is an element of the Riverside County Integrated Project (RCIP) to conserve open space, nature preserves and wildlife to be set aside in some areas. It is designed to protect over 150 species and conserve over 500,000 acres in Western Riverside County. The City of Temecula is a permittee to the MSHCP and as such is required to abide by the Regional Conservation Authority's (RCA) MSHCP Mitigation Fee Implementation Manual adopted by Resolution 2020-013 on December 7, 2020. The RCA is a joint regional authority formed by the County and the Cities to provide primary policy direction for implementation of the MSHCP. Since July 1, 2008, the RCA has required that locally funded Capital Improvement Projects contribute applicable MSHCP fees within 90-days of construction contract award. Fees outside the public right of way are calculated on a cost per acre of disturbed area basis, while fees for typical right-of-way improvements projects are 5% of construction costs. Maintenance only projects, such as this project, are exempt from MSHCP fees. FISCAL IMPACT: The Mary Phillips Senior Center Enhancement and Renovation project is included in the City's Capital Improvement Program (CIP) Budget Fiscal Years 2023- 27. The sources of funds include DIF — Park & Recreation, DIF — Quimby, and Measure S. The City Council meeting agenda for tonight's meeting include a transfer of $1,025,000 from one or more existing projects as part of the CIP Budget Midyear adjustment. With the transfer of the additional $1,025,000 to this project, adequate funds will be available in the project account to cover the contract amount of $1,286,000 plus the 25% contingency amount of $321,500 for a total encumbrance of $1,607,500.00. ATTACHMENTS: 1. Contract 2. CIP Budget Sheet CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS CONTRACT for MARY PHILLIPS SENIOR CENTER ENHANCEMENT AND RENOVATION PROJECT NO. PW20-13 (REBID) THIS CONTRACT, made and entered into the 14th day of February, 2023, by and between the City of Temecula, a municipal corporation, hereinafter referred to as "City", and LDCo, Inc., hereinafter referred to as "Contractor." WITNESSETH: That City and Contractor, for the consideration hereinafter named, mutually agree as follows: CONTRACT DOCUMENTS. The complete Contract includes all of the Contract Documents, to wit: Notice Inviting Bids, Instructions to Bidders, Proposal, Performance Bond, Labor and Materials Bond, Plans and Specifications entitled MARY PHILLIPS SENIOR CENTER ENHANCEMENT AND RENOVATION, PROJECT NO. PW20-13 (REBID), Insurance Forms, this Contract, and all modifications and amendments thereto, the State of California Department of Transportation Standard Specifications (latest edition) where specifically referenced in the Plans and Technical Specifications, and the latest version of the Standard Specifications for Public Works Construction, including all supplements as written and promulgated by Public Works Standards, Inc. (hereinafter, "Standard Specifications") as amended by the General Specifications, Special Provisions, and Technical Specifications for MARY PHILLIPS SENIOR CENTER ENHANCEMENT AND RENOVATION, PROJECT NO. PW20-13 (REBID), Copies of these Standard Specifications are available from the publisher: BNi Building News Division of BNi Publications, Inc. 990 Park Center Drive, Suite E Vista, CA 92081 (760) 734-1113 The Standard Specifications will control the general provisions, construction materials, and construction methods for this Contract except as amended by the General Specifications, Special Provision, and Technical Specifications for MARY PHILLIPS SENIOR CENTER ENHANCEMENT AND RENOVATION, PROJECT NO. PW20-13 (REBID). In case of conflict between the Standard Specifications and the other Contract Documents, the other Contract Documents shall take precedence over, and be used in lieu of, such conflicting portions. Where the Contract Documents describe portions of the work in general terms, but not in complete detail, it is understood that the item is to be furnished and installed completed and in place and that only the best general practice is to be used. Unless otherwise specified, the Contractor shall furnish all labor, materials, tools, equipment, and incidentals, and do all the work involved in executing the Contract. CONTRACT C-1 The Contract Documents are complementary, and what is called for by anyone shall be as binding as if called for by all. Any conflict between this Contract and any other Contract Document shall be resolved in favor of this Contract. 2. SCOPE OF WORK. Contractor shall perform everything required to be performed, shall provide and furnish all the labor, materials, necessary tools, expendable equipment, and all utility and transportation services required for MARY PHILLIPS SENIOR CENTER ENHANCEMENT AND RENOVATION, PROJECT NO. PW20-13 (REBID). All of said work to be performed and materials to be furnished shall be in strict accordance with the Drawings and Specifications and the provisions of the Contract Documents hereinabove enumerated and adopted by City. 3. CITY APPROVAL. All labor, materials, tools, equipment, and services shall be furnished and work performed and completed under the direction and supervision, and subject to the approval of City or its authorized representatives. 4. CONTRACT AMOUNT AND SCHEDULE. The City agrees to pay, and Contractor agrees to accept, in full payment for, the work agreed to be done, the sum of: ONE MILLION TWO HUNDRED EIGHTY-SIX THOUSAND DOLLARS and ZERO CENTS ($1,286,000.00), the total amount of the base bid. Contractor agrees to complete the work in a period not to exceed ONE HUNDRED (100) working days, commencing with delivery of a Notice to Proceed by City. Construction shall not commence until bonds and insurance are approved by City. 5. CHANGE ORDERS. All change orders shall be approved by the City Council, except that the City Manager is hereby authorized by the City Council to make, by written order, changes or additions to the work in an amount not to exceed the contingency as established by the City Council. 6. PAYMENTS. a. Lump Sum Bid Schedule. Before submittal of the first payment request, the Contractor shall submit to the Director of Public Works a schedule of values allocated to the various portions of the work, prepared in such form and supported by such data to substantiate its accuracy as the Director of Public Works may require. This schedule, as approved by the Director of Public Works, shall be used as the basis for reviewing the Contractor's payment requests. b. Unit Price Bid Schedule. Pursuant to Section 20104.50 of the Public Contract Code, within thirty (30) days after submission of a payment request to the City, the Contractor shall be paid a sum equal to 96% of the value of the work completed according to the bid schedule. Payment request forms shall be submitted on or about the thirtieth (30th) day of each successive month as the work progresses. The final payment, if unencumbered, or any part thereof unencumbered, shall be made sixty (60) days after acceptance of final payment and the Contractor filing a CONTRACT C-2 one-year Warranty and an Affidavit of Final Release with the City on forms provided by the City. C. Payment for Work Performed. Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the City Manager, stating that the work for which payment is demanded has been performed in accordance with the terms of the Contract, and that the amount stated in the certificate is due under the terms of the Contract. Partial payments on the Contract price shall not be considered as an acceptance of any part of the work. d. Payment of Interest. Interest shall be paid on all undisputed payment requests not paid within thirty (30) days pursuant to Public Contracts Code Section 20104.50. Public Contract Code Section 7107 is hereby incorporated by reference. 7. LIQUIDATED DAMAGES 1 EXTENSION OF TIME. a. Liquidated Damages. In accordance with Government Code Section 53069.85, Contractor agrees to forfeit and pay to City the sum of one thousand dollars ($1,000) per day for each calendar day completion is delayed beyond the time allowed pursuant to Paragraph 4 of this Contract. Such sum shall be deducted from any payments due to or to become due to Contractor. b. Extension of Time. Contractor will be granted an extension of time and will not be assessed liquidated damages for unforeseeable delays beyond the control of, and without the fault or negligence of the Contractor, including delays caused by City. Within ten (10) calendar days of the occurrence of such delay, Contractor shall give written notice to City. Within thirty (30) calendar days of the occurrence of the delay, Contractor shall provide written documentation sufficient to support its delay claim to City. Contractor's failure to provide such notice and documentation shall constitute Contractor's waiver, discharge, and release of such delay claims against City. 8. WAIVER OF CLAIMS. On or before making each request for payment under Paragraph 6 above, Contractor shall submit to City, in writing, all claims for compensation as to work related to the payment. Unless the Contractor has disputed the amount of the payment, the acceptance by Contractor of each payment shall constitute a release of all claims against the City related to the payment. Contractor shall be required to execute an affidavit, release, and indemnity agreement with each claim for payment. 9. PREVAILING WAGES. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this Contract from the Director of the Department of Industrial Relations. Copies may be obtained from the California Department of Industrial Relations Internet website at http://www.dir.ca.gov. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of Sections 1720, 1720.9, 1725.5, 1771.1(a), 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code. Pursuant to the provisions of 1775 of the Labor Code, Contractor shall forfeit to the City, as a penalty, the sum of $200.00 for each calendar day, or portion CONTRACT C-3 thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this Contract, by him or by any subcontractor under him, in violation of the provisions of the Contract. This project, work, or service will be subject to compliance monitoring and enforcement by the Department of Industrial Relations (DIR) pursuant to Labor Code Section 1771.4. Contractor shall comply with the provisions of Sections 1720, 1720.9, 1725.5, 1771.1(a), 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code. The Federal minimum wage rates for this project as predetermined by the United States Secretary of Labor are included in Exhibit "B" of the project specifications. Future effective general prevailing wage rates which have been predetermined are on file with the California Department of Industrial Relations and are referenced but not printed in the general prevailing wage rates. 10. TIME OF THE ESSENCE. Time is of the essence in this contract. 11. INDEMNIFICATION. All work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of Contractor alone. Contractor agrees to save, indemnify, hold harmless and defend City of Temecula, Temecula Community Services District, and/or Successor Agency to the Temecula Redevelopment Agency, its officers, employees, and agents, against any and all liability, injuries, or death of persons (Contractor's employees included) and damage to property, arising directly or indirectly out of the obligations herein undertaken or out of the operations conducted by Contractor, save and except claims or litigations arising through the sole active negligence or sole willful misconduct of the City. The Contractor shall indemnify and be responsible for reimbursing the City for any and all costs incurred by the City as a result of Stop Notices filed against the project. The City shall deduct such costs from Progress Payments or final payments due to the Contractor. 12. GRATUITIES. Contractor warrants that neither it nor any of its employees, agents, or representatives has offered or given any gratuities or promises to City's employees, agents, or representatives with a view toward securing this Contract or securing favorable treatment with respect thereto. 13. CONFLICT OF INTEREST. Contractor warrants that none of its partners, members or shareholders are related by blood or marriage to any employee of the City who has participated in the development of the specifications or approval of this project or who will administer this project nor are they in any way financially associated with any City officer or employee, or any architect, engineer, or other preparers of the Drawings and Specifications for this project. Contractor further warrants that no person in its employ nor any person with an ownership interest in the Contractor has been employed by the City within one year of the date of the Notice Inviting Bids. 14. CONTRACTOR'S AFFIDAVIT. After the completion of the work contemplated by this Contract, Contractor shall file with the City Manager, its affidavit stating that all workmen and persons employed, all firms CONTRACT C-4 supplying materials, and all subcontractors upon the Project have been paid in full, and that there are no claims outstanding against the Project for either labor or materials, except certain items, if any, to be set forth in an affidavit covering disputed claims or items in connection with a Stop Notice which has been filed under the provisions of the laws of the State of California. 15. NOTICE TO CITY OF LABOR DISPUTES. Whenever the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of the Contract, Contractor shall immediately give notice thereof, including all relevant information with respect thereto, to City. 16. BOOKS AND RECORDS. Contractor's books, records, and plans or such part thereof as may be engaged in the performance of this Contract, shall at all reasonable times be subject to inspection and audit by any authorized representative of the City. 17. INSPECTION. The work shall be subject to inspection and testing by City and its authorized representatives during manufacture and construction and all other times and places, including without limitation, the plants of Contractor and any of its suppliers. Contractor shall provide all reasonable facilities and assistance for the safety and convenience of inspectors. All inspections and tests shall be performed in such manner as to not unduly delay the work. The work shall be subject to final inspection and acceptance notwithstanding any payments or other prior inspections. Such final inspection shall be made within a reasonable time after completion of the work. 18. DISCRIMINATION. Contractor represents that it has not, and agrees that it will not, discriminate in its employment practices on the basis of race, creed, religion, national origin, color, sex, age, or handicap. 19. GOVERNING LAW. The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Contract and also govern the interpretation of this Contract. 20. PROHIBITED INTEREST. No member, officer, or employee of the City of Temecula or of a local public body shall have any interest, direct or indirect, in the Contract or the proceeds thereof during his/her tenure or for one year thereafter. Furthermore, the Contractor covenants and agrees to their knowledge that no board member, officer or employee of the City of Temecula has any interest, whether contractual, non -contractual, financial or otherwise, in this transaction, or in the business of the contracting party other than the City of Temecula, and that if any such interest comes to the knowledge of either party at any time, a full and complete disclosure of all such information will be made, in writing, to the other party or parties, even if such interest would not be considered a conflict of interest under Article 4 (commencing with Section CONTRACT C-5 21 22 +*1 1090) or Article 4.6 (commencing with Section 1220) of Division 4 of Title I of the Government Code of the State of California. ADA REQUIREMENTS. By signing this Contract, Contractor certifies that the Contractor is in total compliance with the Americans with Disabilities Act of 1990, Public Law 101-336, as amended. WRITTEN NOTICE. Any written notice required to be given in any part of the Contract Documents shall be performed by depositing the same in the U.S. Mail, postage prepaid, directed to the address of the Contractor as set forth in the Contract Documents, and to the City addressed as follows: Mailing and Delivery Address: Patrick A. Thomas, PE Director of Public Works/ City Engineer City of Temecula 41000 Main Street Temecula, CA 92590 INSURANCE. The Contractor shall procure and maintain, for the duration of the Contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work by the Contractor, its agents, representatives, employees or subcontractors. Minimum Scope of Insurance: Coverage shall be at least as broad as: Insurance Services Office Commercial General Liability Form No. CG 00 01 11 85 or 88. 2. Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Contractor owns no automobiles, a non -owned auto endorsement to the General Liability policy described above is acceptable. 3. Worker's' Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Contractor has no employees while performing under this Contract, worker's compensation insurance is not required, but Contractor shall execute a declaration that it has no employees. 4. Course of Construction insurance form providing coverage for "all risks" of loss. Minimum Limits of Insurance: The Contractor shall maintain limits no less than: General Liability: Two Million Dollars $2,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. CONTRACT C-6 2. Automobile Liability: One Million Dollars $1,000,000 per accident for bodily injury and property damage. 3. Worker's Compensation as required by the State of California; Employer's Liability: One Million Dollars $1,000,000 per accident for bodily injury or disease. 4. Course of Construction: Completed value of the project. Deductibles and Self -Insured Retentions: Any deductibles or self-insurance retentions shall not exceed Twenty -Five Thousand Dollars $25,000. Other Insurance Provisions: The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. The City of Temecula, Temecula Community Services District, Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees, and volunteers are to be covered as insureds as respects to liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City of Temecula, Temecula Community Services District, Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees, agents or volunteers. 2. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City of Temecula, Temecula Community Services District, Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City of Temecula, Temecula Community Services District, Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Temecula, Temecula Community Services District, Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees, agents and volunteers. 4. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5. Each insurance policy required by this Contract shall be endorsed to state in substantial conformance to the following: If the policy will be cancelled before the expiration date the insurer will notify in writing to the City of such cancellation not less than 30 days prior to the cancellation effective date. 6. If insurance coverage is cancelled or reduced in coverage or in limits, the Contractor shall within two business days of notice from the insurer, phone, fax, and/or notify the City via certified mail, return receipt requested of the changes to or cancellation of the policy. CONTRACT C-7 7. Course of construction policies shall contain the following provisions: (1) Additional insured shall be named as loss payee, and (2) The insurer shall waive all rights of subrogation against entity. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-, VII or better, unless otherwise acceptable to the City. Self- insurance shall not be considered to comply with these insurance requirements. Verification of Coverage: Contractor shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Contractor's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. Subcontractors: Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 7. RECOVERED MATERIALS AND SOLID WASTE DISPOSAL ACT Contractor agrees to comply with all requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 8. TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT Contractor shall not procure or obtain, extend or renew a contract to procure or obtain, or enter into a contract to procure or obtain equipment, services, or systems that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115- 232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation, or any subsidiary or affiliate of such entities. Covered equipment also includes video surveillance and telecommunications equipment or services provided by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, Dahua Technology Company, any subsidiary or affiliate of such entities, and any entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. 9. COMPLIANCE WITH LAWS The Contractor shall comply with all applicable federal, State and local laws, ordinances, codes and regulations in force at the time the Contractor performs pursuant to the Contract Documents, and shall comply with all grant or funding terms and conditions applicable to the Contract and/or the work 10. CLAIM DISPUTE RESOLUTION. In the event of any dispute or controversy with the City over any matter whatsoever, the Contractor shall not cause any delay or cessation in or of work, but shall proceed with the CONTRACT C-8 performance of the work in dispute. The Contractor shall retain any and all rights provided that pertain to the resolution of disputes and protests between the parties. The disputed work will be categorized as an "unresolved dispute" and payment, if any, shall be as later determined by mutual agreement or a court of law. The Contractor shall keep accurate, detailed records of all disputed work, claims and other disputed matters. All claims arising out of or related to the Contract or this project, and the consideration and payment of such claims, are subject to the Government Claims Act (Government Code Section 810 et seq.) with regard to filing claims. All such claims are also subject to Public Contract Code Section 9204 and Public Contract Code Section 20104 et seq. (Article 1.5), where applicable. This Contract hereby incorporates those provisions as though fully set forth herein. Thus, the Contractor or any Subcontractor must present a claim in accordance with the Government Claims Act as a prerequisite to prosecuting any claim against the City. The filing or prosecution of a claim in compliance with Section 9204 and/or Article 1.5 (if applicable) does not in any way obviate the need to timely present a claim under the Government Claims Act, or in any toll the expiration of any limitations period for the timely presentation of a claim under the Government Claims Act. CONTRACT C-9 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed on the date first above written. DATED: G� �,�,d3 CONTRACTOR: LDCo, Inc. 5155 351h Street San Diego, CA 92116 (619) 654-3043 luan@ldcosandiego.com CT" By: Luan Dauti Print or type NAME President CEO Print or type TITLE* By: 1 Hairi Dauti _ Print or type NAME Secretary Print or type TITLE* (*Signatures of two corporate officers required for Corporations) DATED: CITY OF TEMECULA By: Zak Schwank, Mayor ATTEST: Randi Johl, City Clerk APPROVED AS TO FORM: Peter M. Thorson, City Attorney CONTRACT C-10 CALIFORNIA JURAT GOVERNMENT CODE § 8202 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Calif rnia County of 0I d ------------ MARIA RUIZ Notary Public • California $ San Olego County Commission Al 2346479 ` My Comm. Explres Mar 10. 2025 IF Place Notary Seal and/or Stamp Above Subscribed and sworn to (or affirmed) before me on tday ofej0VL- 20 ,by Date Month Year (1) L UGV} -Ja lc (and (2) Qzr t '-) 0 0 � ) Names) of Signer(s) proved to me on the basis of satisfactory evnce to be the person(s) who appeared before me Signature Signature of Notary Public Completing this information can deter alteration of the document or fraudulent reattachment of this form to on unintended document. Description of Attached Document Title or Type ¢f Pnd >r 0 i�T�l; Document Date: 1)2 Number of Pages: l !J Signer(s) Other Than Named Above: ©2019 National Notary Association f ANk The Heart aF Sauthern Cali{arnia Wine Country City of Temecula Fiscal Years 2023-27 Capital Improvement Program MARY PHILLIPS SENIOR CENTER ENHANCEMENT AND RENOVATION Infrastructure Project Project Description: This project includes the enhancement and renovation of the Mary Phillips Senior Center. Exterior improvements include new roof, siding, soffit, fascia, trim, doors and windows. Interior improvements include lighting, acoustics, trim, flooring, bookcase, and finishes. The project includes improvements in accessibility throughout the building interior and site in accordance with latest ADA requirements. Benefit: This project updates and enhances the appearance and improves safety and extends the life of the facility. Core Value: Healthy and Livable City Project Status: This project is in design. Construction is to commence in Fiscal Year 2022-23. Department: Public Works - Account No. 210.265.999.782 / PW20-13 Level: I Project Cost: Prior Years Actuals 2022-23 2021-22 Adopted 2023-24 2024-25 2025-26 2026-27 Adjusted Budget Projected Projected Projected Projected Total Project Cost Administration 88,000 88,000 176,000 Construction 829,000 139,925 968,925 Construction Engineering 41,000 41,000 Design & Environmental 18,112 57,488 500 76,100 Total Expenditures 18,112 1,015,488 228,425 1,262,025 Source of Funds: CDBG 18,112 705,794 723,906 Facilities Replacement Fund 279,694 279,694 Measure 5 30,000 228,425 258,425 Total Funding 48,112 985,488 228,425 1,262,025 Future Operating & Maintenance Costs: Total Operating Costs 145 Item No. 12 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 14, 2023 SUBJECT: Accept Improvements and File the Notice of Completion for Ronald Reagan Sports Park Restroom Expansion and Renovation Project, PW18-03 PREPARED BY: Nino Abad, Senior Civil Engineer Laura Bragg, Associate Engineer II RECOMMENDATION: That the City Council: 1. Accept the Design, Fabrication, Purchase and Installation of the Ronald Reagan Sports Park Restroom Expansion and Renovation Project, PW 18-03 by Public Restroom Company as complete; and 2. Direct the City Clerk to file and record the Notice of Completion for Public Restroom Company; and 3. Release Public Restroom Company's Labor and Materials Bond seven months after filing the Notice of Completion if no liens have been filed; and 4. Accept the construction of the Ronald Reagan Sports Park Restroom Expansion and Renovation Project, PW18-03; as complete; and 5. Direct the City Clerk to file and record the Notice of Completion for IE General Engineering Inc. and release the performance bond; and 6. Release IE General Engineering Inc.'s Labor and Materials Bond seven months after filing the Notice of Completion if no liens have been filed. BACKGROUND: The Ronald Reagan Sports Park Restroom Expansion and Renovation Project, PW18-03, provided for the design, fabrication, delivery, and installation of a new restroom and concession building. The project included demolition of the existing restroom facility and replacement with eight unisex single stall restrooms, a large concession facility, and a dedicated storage area. The project was delivered utilizing two (2) separate contracts. The first contract was for the design, fabrication, purchase and installation of the restroom and concession building and the second contract was for the site and utility work needed to accommodate the new building. Both contracts are now complete. On February 11, 2020, the City Council approved a Design, Fabrication, Purchase and Installation Agreement with Public Restroom Company for the Ronald Reagan Sports Park Restroom Expansion and Renovation Project, PW 18-03, in the amount of $545,794 and authorized the City Manager to approve change orders not to exceed the contingency amount of $54,579.40. Public Restroom Company designed, fabricated, delivered and installed a stand-alone restroom building that included a concession room and storage on a pad that the City prepared under a separate construction contract. Public Restroom Company has completed the work in accordance with the approved plans and specifications and to the satisfaction of the Director of Public Works/City Engineer. All work is warranted for a period of five years from July 22, 2022 (the date the City obtained "beneficial use" of the project improvements) to July 21, 2027. The retention for this project was released pursuant to the provisions of Public Contract Code 7107. The base amount of the design, fabrication, purchase and installation was $545,794. One contract change order was issued in the amount of $4,482. This resulted in a total cost of $550,276 for this component of the project. On April 12, 2022, the City Council awarded a construction contract to IE General Engineering Inc. in the amount of $311,496 and authorized the City Manager to approve contract change orders not to exceed the contingency amount of $31,149.60. The construction contract with IE General Engineering for Ronald Reagan Sports Park Restroom Expansion and Renovation, PW 18-03, provided for the site preparation for the building installation provided under a separate agreement. Site preparation included demolition of the existing facility and surrounding sidewalks, rerouting, and upgrading utilities, site grading, parking lot reconfiguration and restriping, concrete work, installation of ADA pedestrian access ramps, landscape, irrigation, and relocation of existing flagpole, lighting and monument. IE General Engineering Inc. has completed the work in accordance with the approved plans and specifications and to the satisfaction of the Director of Public Works/City Engineer. All work is warranted for a period of one year from October 10, 2022, the date the City obtained `Beneficial use" of the project improvements. The retention for this project was released pursuant to the provisions of Public Contract Code 7107. The base amount of the construction contract was $311,496 and there were no change orders issued for this construction contract. FISCAL IMPACT: There is no fiscal impact associated with accepting the project and filing and recording the Notices of Completion. ATTACHMENTS: 1. Notice of Completion - The Public Restroom Company 2. Contractor's Affidavit and Final Release - The Public Restroom Company 3. Notice of Completion - IE General Engineering, Inc. 4. Contractor's Affidavit and Final Release - IE General Engineering, Inc. 5. Project Description 6. Project Location Map RECORDING REQUESTED BY AND RETURN TO: CITY CLERK CITY OF TEMECULA 41000 Main Street Temecula, CA 92590 EXEMPT FROM RECORDER'S FEES Pursuant to Government Code Sections 6103 and 27383 NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN THAT: The City of Temecula is the owner of the property hereinafter described. 2. The full address of the City of Temecula is 41000 Main Street, Temecula, California 92590. 3. The Nature of Interest is an Agreement which was awarded by the City of Temecula to The Public Restroom Company, 2587 Business Parkway, Minden, Nevada 89423, to perform the following work of improvement: Ronald Reagan Sports Park Restroom Expansion and Renovation — PW18-03 4. Said work was completed by said company according to plans and specifications and to the satisfaction of the Director of Public Works of the City of Temecula and that said work was accepted by the City Council of the City of Temecula at a regular meeting thereof held on February 14, 2023. That upon said contract The Hartford Fire Company, 100 Montgomery Street, Suite #2700, San Francisco, CA 94104, was surety for the bond given by the said company as required by law. 5. The property on which said work of improvement was completed is in the City of Temecula, County of Riverside, State of California, and is described as follows: Ronald Reagan Sports Park Restroom Expansion and Renovation — PW18-03 6. The location of said property is: 30875 Rancho Vista Road, Temecula, CA 92592 Dated at Temecula, California, this 14t" day of February, 2023. City of Temecula Randi Johl, City Clerk STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, California, do hereby certify under penalty of perjury, that the foregoing NOTICE OF COMPLETION is true and correct, and that said NOTICE OF COMPLETION was duly and regularly ordered to be recorded in the Office of the County Recorder of Riverside by said City Council. Dated at Temecula, California, this 14th day of February, 2023. City of Temecula Randi Johl, City Clerk ,Pazo -a 19 CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS CONTRACTOR'S AFFIDAVIT AND FINAL RELEASE for RONALD REAGAN SPORTS PARK RESTROOM EXPANSION AND RENOVATION PROJECT NO. PW18-03 This is to certify that Public Restroom Company (hereinafter the "Contractor") declares to the City of Temecula, under oath, that he/she/it has paid in full for all materials, supplies, labor, services, tools, equipment, and all other bills contracted for by the Contractor or by any of the Contractor's agents, employees or subcontractors used or in contribution to the execution of its Contract with the City of Temecula, with regard to the building, erection, construction, or repair of that certain work of improvement known as RONALD REAGAN SPORTS PARK RESTROOM EXPANSION AND RENOVATION, PROJECT NO. PW18-03, situated in the City of Temecula, State of California, more particularly described as follows: Pre -fabricated restroom at 30875 Rancho Vista Road, Temecula, CA ADDRESS OR DESCRIBE LOCATION OF WORK The Contractor declares that it knows of no unpaid debts or claims arising out of said Contract which would constitute grounds for any third party to claim a Stop Notice against of any unpaid sums owing to the Contractor. Further, in connection with the final payment of the Contract, the Contractor hereby disputes the following amounts: Pursuant to Public Contract Code Section 7100, the Contractor does hereby fully release and acquit the City of Temecula and all agents and employees of the City, and each of them, from any and all claims, debts, demands, or cause of action which exist or might exist in favor of the Contractor by reason of payment by the City of Temecula of any contract amount which the Contractor has not disputed above. CONTRACTOR: J :l/ R Dated: 1/18/2023 By: t Sirature ennifer Garlington, Controller Print Name and Title RELEASE R-1 RECORDING REQUESTED BY AND RETURN TO: CITY CLERK CITY OF TEMECULA 41000 Main Street Temecula, CA 92590 EXEMPT FROM RECORDER'S FEES Pursuant to Government Code Sections 6103 and 27383 NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN THAT: The City of Temecula is the owner of the property hereinafter described. 2. The full address of the City of Temecula is 41000 Main Street, Temecula, California 92590. 3. The Nature of Interest is a Contract which was awarded by the City of Temecula to IE General Engineering Inc., 1440 Beaumont Avenue, Suite A2-130, Beaumont, CA 92223, to perform the following work of improvement: Ronald Reagan Sports Park Restroom Expansion and Renovation — PW18-03 4. Said work was completed by said company according to plans and specifications and to the satisfaction of the Director of Public Works of the City of Temecula and that said work was accepted by the City Council of the City of Temecula at a regular meeting thereof held on February 14, 2023. That upon said contract Arch Insurance Company, 210 Hudson Street, Suite 300, Jersey City, NJ 07311-1107, was surety for the bond given by the said company as required by law. 5. The property on which said work of improvement was completed is in the City of Temecula, County of Riverside, State of California, and is described as follows: Ronald Reagan Sports Park Restroom Expansion and Renovation — PW18-03 6. The location of said property is: 30875 Rancho Vista Road, Temecula, CA 92592 Dated at Temecula, California, this 14t" day of February 2023. City of Temecula Randi Johl, City Clerk STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, California, do hereby certify under penalty of perjury, that the foregoing NOTICE OF COMPLETION is true and correct, and that said NOTICE OF COMPLETION was duly and regularly ordered to be recorded in the Office of the County Recorder of Riverside by said City Council. Dated at Temecula, California, this 14th day of February 2023. City of Temecula Randi Johl, City Clerk 2022-065 CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS CONTRACTOR'S AFFIDAVIT AND FINAL RELEASE for RONALD REAGAN SPORTS PARK RESTROOM EXPANSION AND RENOVATION PROJECT NO. PW18-03 This is to certify that IE General Engineering INC. (hereinafter the "Contractor") declares to the City of Temecula, under oath, that he/she/it has paid in full for all materials, supplies, labor, services, tools, equipment, and all other bills contracted for by the Contractor or by any of the Contractor's agents, employees or subcontractors used or in contribution to the execution of its Contract with the City of Temecula, with regard to the building, erection, construction, or repair of that certain work of improvement known as RONALD REAGAN SPORTS PARK RESTROOM EXPANSION AND RENOVATION, PROJECT NO. PW18-03, situated in the City of Temecula, State of California, more particularly described as follows: 30875 Rancho Vista Rd, Temecula CA 92592 ADDRESS OR DESCRIBE LOCATION OF WORK The Contractor declares that it knows of no unpaid debts or claims arising out of said Contract which would constitute grounds for any third party to claim a Stop Notice against of any unpaid sums owing to the Contractor. Further, in connection with the final payment of the Contract, the Contractor hereby disputes the following amounts: Description Dollar Amount to Dispute Pursuant to Public Contract Code Section 7100, the Contractor does hereby fully release and acquit the City of Temecula and all agents and employees of the City, and each of them, from any and all claims, debts, demands, or cause of action which exist or might exist in favor of the Contractor by reason of payment by the City of Temecula of any contract amount which the Contractor has not disputed above. Dated: 01 /18/2023 CONTRACTOR: By: Signature Vincenzo Nanci / President Print Name and Title RELEASE R-1 ANk Tf,F �•-.�r. r�' S:,u�I,Frn i.:: f::rni� City of Temecula Fiscal Years 2023-27 Capital Improvement Program RONALD REAGAN SPORTS PARK RESTROOM EXPANSION & RENOVATION Parks/Recreation Project Project Description: This project provides for the design and construction of the restroom building expansion at Ronald Reagan Sports Park. The restroom expansion includes adding additional restroom stalls and urinals, renovating the snack bar, and enlarging the storage case. Benefit: This project provides additional facilities for park patrons. Core Value: Healthy and Livable City Project Status: Project is estimated to be complete in Fiscal Year2022-23. Department: Public Works - Account No. 210.290.999.114 / PW18-03 Level: I Project Cost: Prior Years Actuals 2022-23 2021-22 Adopted 2023-24 2024-25 2025-26 2026-27 Adjusted Budget Projected Projected Projected Projected Total Project Cost Administration 121,163 131,381 252,544 Construction 543,438 539,398 1,082,836 Construction Engineering 9,280 52,039 61,319 Design & Environmental 67,665 7,835 75,500 Total Expenditures i 741,547 730,652 1,472,199 Source of Funds: Measure S 825,000 647,199 1,472,199 Total Funding 1 825,000 647,199 - 1,472,199 Future Operating & Maintenance Costs: Total Operating Costs 188 Ronald Reagan Sports Park Restroom Expansion and Renovation Parks and Recreation Project Location 0 200 400 Feet The map RonaldReaganRestroom.mxd is maintained by City of Temecula GIS. Data and information represented on this map are subject to update Al and modification. The City of Temecula assumes no warranty or legal responsibility for the information contained on this map. This map is not for reprint or resale. Visit the City of Temecula GIS online at https://temeculaca.gov/gis 2018 Aerial Data 176 Item No. 13 ACTION MINUTES TEMECULA COMMUNITY SERVICES DISTRICT MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA JANUARY 24, 2023 CALL TO ORDER at 7:02 PM: President James Stewart ROLL CALL: Alexander, Brown, Kalfus, Schwank, Stewart CSD PUBLIC COMMENTS -None CSD CONSENT CALENDAR Unless otherwise indicated below, the following pertains to all items on the Consent Calendar. Approved the Staff Recommendation (5-0): Motion by Schwank, Second by Alexander. The vote reflected unanimous approval. 13. Approve Action Minutes of January 10, 2023 Recommendation: That the Board of Directors approve the action minutes of January 10, 2023. CSD PUBLIC HEARING 14. Approve Ratification of Election Results for Tract Map Numbers 37341-1 through 37341-10, within Sommers Bend, to Service Level B (Residential Street Lights) Rates and Charges (Located on East Side of Butterfield Stage Road and North of Long Valley Wash) Recommendation: That the Board of Directors adopt a resolution entitled: RESOLUTION NO. CSD 2023-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA, ORDERING THE ANNEXATION OF PROPERTY TO SERVICE LEVEL B - RESIDENTIAL STREET LIGHTING Approved the Staff Recommendation (5-0): Motion by Schwank, Second by Alexander. The vote reflected unanimous approval. Tabulation of votes that were cast resulted in favor of the ballot measure - 357 in support and 18 in opposition. CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGER REPORT CSD BOARD OF DIRECTORS REPORTS CSD ADJOURNMENT At 7:37 PM, the Community Services District meeting was formally adjourned to Tuesday, February 14, 2023 at 4:30 PM for a Closed Session, with a regular session commencing at 6:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. James Stewart, President ATTEST: Randi Johl, Secretary [SEAL] Item No. 14 TEMECULA COMMUNITY SERVICES DISTRICT AGENDA REPORT TO: Board of Directors FROM: Aaron Adams, Executive Director DATE: February 14, 2023 SUBJECT: Approve Fiscal Year 2022-23 TCSD Mid -Year Budget Adjustments PREPARED BY: Jennifer Hennessy, Director of Finance RECOMMENDATION: That the TCSD Board of Directors adopt the following resolution entitled: RESOLUTION NO. CSD A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA AMENDING THE FISCAL YEAR 2022- 23 ANNUAL OPERATING BUDGETS BACKGROUND: In accordance with Budget Policy II.B.- Interim Reporting, City staff conducted a comprehensive Mid -Year review of its Annual Operating Budget and Capital Improvement Program Budget. The purpose of the review is to analyze revenue and expenditure trends to identify variances from the Adopted Budget and ensure that the City maintains a healthy fiscal position. The Mid -Year Budget includes a review of all City funds. The requested adjustments are summarized in the attached exhibits and discussed in further detail below. TEMECULA COMMUNITY SERVICES DISTRICT The Temecula Community Services District (TCSD) provides for a comprehensive neighborhood and community park system, as well as a complement of recreational and cultural programs, community and human services and special events. TCSD also provides street lighting, median and slope maintenance, refuse hauling and recycling, emergency dirt road maintenance, and library services. The TCSD Operations Fund Mid -Year Adjustments reflect the reduction of $1,121,968 in revenue, primarly from a reduced transfer from Measure S as a result of better than anticipated beginning fund balance. Contract Class revenue is increasing by $200,000 due to higher activity levels than originally budgeted, plus increased facility rental income of $120,188 and increased tournament income of $23,903. TCSD expenditures are increasing by $288,961 to reflect the requests outlined in the attached Exhibit 1, and summarized below: • $2,956 for volunteer screenings • $25,000 for Day Camp activities • ($17,406) reduction in Sister City program • $5,000 in TCSD Museum Gift Shop supplies (offset by revenue) • $113,517 adjustment to aquatic staff pay rates, as Adopted Budget inadvertently reflected the prior year's pay rates • $10,000 for two new AEDs for Aquatics program • $9,894 for Sports supplies (offset by revenue) • $140,000 in Contract Classes (offset by revenue) The Service Level D — Refuse/Recycling Fund reflects an increase in both revenue and expenditures of $100,000 to account for additional parcels receiving waste hauling services. The Library Fund reflects an increase of $30,829 for furniture purchased for the Library Store, offset by a reduction of $15,000 in Library Contract services. FISCAL IMPACT: The Fiscal impact of each fund is noted in the attached Exhibits. ATTACHMENTS: 1. Summary of FY 2022-23 Mid -Year Appropriation Requests 2. Resolution - Mid -Year Budget Amendments a. Exhibit A — TCSD Funds City of Temecula Exhibit 1 FY 2022-23 Mid -Year Appropriation Requests Revised Adjusted Mid -Year 2022-23 Account Description 22-23 Budget Request Budget Comments/Justification TEMECULA CO TCSD Operations 190.180.999.5250 Other Outside Services 90,655 2,956 93,611 To cover volunteer screenings 2,956 TCSD CRC 190.182.999.5340 Day Camp 65,627 25,000 90,627 Day Camp costs have significantly increased. 25,000 TCSD Museum 190.185.999.5280 Sister Cities 20,186 (17,406) 2,780 No Sister City this year, not needed Purchases for gift shop. To be offset by closure of deposit account 190.2697 190.185.999.5339 Gift Shop - 5,000 5,000 ($18,742.38 added to revenue) (12,406) TCSD Aquatics Aquatics staff inadvertently had the prior pay rates. All vacant positions were 190.186.999.5119 Part -Time (Project) 531,875 113,517 645,392 adjusted to Step 1, existing staff adjusted to include full step increase 190.186.999.5301 Recreation Supplies 36,563 10,000 46,563 Two AEDs needed for MRC (National AED shortage, increased lead time) 123,517 TCSD Sports 190.187.999.5250 Other Outside Services 36,746 3,694 40,440 Cost of referees has increased significantly, needed for remainder of year. Full amount to be offset by closure of deposit account 190.2679 ($5,457.39 added to revenue) 190.187.999.5301 Recreation Supplies 16,473 6,200 22,673 deposit account 190.2679 9,894 TCSD Contract Classes 190.197.999.5378 Contracted Classes 560,000 140,000 Offset by Contract Class revenue increase of $200,000 TCSD Operations 140,000 TCSD Library 197.180.999.5202 Library Contract Services 168,300 (15,000) 153,300 Budgeted for contingency, $15,000 not anticipated to be needed this FY 197.180.999.5601 Furnishings & Equipment 30,829 30,829 Requested to cover additional Library Store furniture purchase Library Fund 15,829 Service Level D Additional needed due to updated parcel count (offset by 194.180.4005 194.180.999.5315 Waste Hauling 9,252,220 100,000 9,352,220 Assessment Revenue) TOTAL00 100,000 000 RESOLUTION NO. CSD 2023- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA AMENDING THE FISCAL YEAR 2022-23 ANNUAL OPERATING BUDGETS THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The purpose of this review is to conduct an analysis of revenues and expenditures to ensure that the Temecula Community Services District (TCSD) maintains a prudent and healthy fiscal position. Section 2. That each year a Mid -Year review is conducted of all Temecula Community Services (TCSD) operating budgets. Section 3. That the Mid -Year review has been completed and the recommended adjustments are reflected in the schedules attached hereto as Exhibit A. Section 4. That the Fiscal Year 2022-23 TCSD operating budgets are amended in accordance with the attached schedules. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Community Services District of the City of Temecula this 14th day of February, 2023. James Stewart, President ATTEST: Randi Johl, Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, Secretary of the Temecula Community Services District of the City of Temecula, do hereby certify that the foregoing Resolution No. CSD 2023- was duly and regularly adopted by the Board of Directors of the Temecula Community Services District of the City of Temecula at a meeting thereof held on the 141h day of February, 2023, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: UIWIIKWQ:••'b a U: :_ ABSENT: BOARD MEMBERS: Randi Johl, Secretary N Al It No ,A,4A W-IAAMWALtI Temecula Community Services District Funds Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 190 - TEMECULA COMMUNITY SERVICES DISTRICT FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Taxes and Franchises Special Tax (Measure C) Licenses, Permits and Service Charges Development Impact Fees Contract Classes Classes/Activities Facility Rentals Aquatics Museum Admissions Theater Admissions Sports Leagues & Tournaments Day Camps Fines and Forfeitures Fines & Forfeitures Use of Money and Property Investment Interest Reimbursements Other Reimbursements Operating Transfers In Operating Transfers In Contribution From Measure S Miscellaneous Miscellaneous 1,923,561 1,891,352 45,539 1,891,352 0 0.0 902 500 391 500 0 0.0 823,734 800,000 622,584 1,000,000 200,000 25.0 59,239 39,162 30,302 39,360 198 0.5 % 295,437 251,457 219,980 371,645 120,188 47.8 % 227,981 132,912 98,940 128,312 (4,600) -3.5 % 91,610 97,612 53,199 97,612 0 0.0 % 266,927 246,000 191,881 246,000 0 0.0 % 190,761 156,305 98,680 180,208 23,903 15.3 % 113,187 79,540 9,988 79,540 0 0.0 % 50 0 0 0 0 0.0% (25,199) 0 5,006 0 0 0.0 % 172,308 83,000 122,965 85,845 2,845 3.4 % 0 1,000,000 0 1,000,000 0 10,002,131 11,784,280 5,892,140 10,295,571 (1,488,709) 94,479 59,560 20,018 83,766 24,206 0.0 % -12.6 % 40.6 % Total Revenues and Other Sources 14,237,109 16,621,680 7,411,612 15,499,712 (1,121,968) -6.8 % Expenditures by Category Salaries & Benefits 7,797,103 9,171,900 4,941,922 9,285,417 113,517 1.2 % Operations & Maintenance 3,908,584 5,043,725 3,076,398 5,219,169 175,444 3.5 % Internal Service Fund Allocations 1,942,165 2,363,872 1,249,966 2,363,872 0 0.0 % Capital Outlay 248,732 116,784 0 116,784 0 0.0 % Total Expenditures and Other Financing Uses 13,896,584 16,696,281 9,268,286 16,985,242 288,961 1.7 % Excess of Revenues Over (Under) Expenditures 340,525 (74,601) (1,856,674) (1,485,530) (1,410,929) 1,891.3 % Fund Balance, Beginning of Year 1,238,945 1,579,470 1,579,470 Fund Balance, End of Year 1,579,470 1,504,869 93,940 Fund Description Citywide Operations reflects the collection of the Special Tax (Measure C) charged to households for recreation programs as well as fees for classes and activities. Accounts for facility operations, maintenance, and community recreation programs. Measure C was approved by residents in 1997 at a rate of $74.44 per parcel for the purpose of maintaining the City's parks, recreation facilities, arerial street lighting and traffic signals. The Special Tax revenue is allocated equally between TCSD and the General Fund to fund both recreation programs and parks maintenance. f Adk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 191 - TCSD SERVICE LEVEL "B" STREETLIGHT REPLACEMENT FUND Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Expenditures by Category Operations & Maintenance 87 0 0 0 0 0.0 Total Expenditures and Other Financing Uses 87 0 0 0 0 0.0 Excess of Revenues Over (Under) Expenditures (87) 0 0 0 0 0.0 Fund Balance, Beginning of Year 0 (87) (87) Fund Balance, End of Year (87) (87) (87) Fund Description This fund was established to accumulate resources for the replacement of street light equipment, poles and lightbulbs, as the City has acquired street lights from Southern California Edison. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 192 - TCSD SERVICE LEVEL "B" STREET LIGHTS FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 640,790 640,767 3,668 640,767 0 0.0 Use of Money and Property Investment Interest (6,965) 1,378 415 0 (1,378) -100.0 % Total Revenues and Other Sources 633,825 642,145 4,083 640,767 (1,378) -0.2 % Expenditures by Category Operations & Maintenance 285,166 502,030 132,123 502,030 0 0.0 Transfers 852,930 0 0 0 0 0.0 % Total Expenditures and Other Financing Uses 1,138,096 502,030 132,123 502,030 0 0.0 % Excess of Revenues Over (Under) Expenditures (504,271) 140,115 (128,040) 138,737 (1,378) -1.0 Fund Balance, Beginning of Year 761,638 257,367 257,367 Fund Balance, End of Year 257,367 397,481 396,103 Fund Description Service Level B reflects the collection of benefit assessments charged to property owners. Service Level B includes only those parcels within residential subdivisions that receive residential street lighting services. This service level includes operational, administrative, maintenance and utility costs of residential street lights. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 194 - TCSD SERVICE LEVEL "D" REFUSE/RECYCLING FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 8,913,039 9,450,621 52,277 9,550,621 100,000 1.1 Recycling Program 5,000 153,929 0 153,929 0 0.0 Use of Money and Property Investment Interest (872) 1,500 (327) 0 (1,500) -100.0 % Intergovernmental Revenues Grants 0 0 159,957 0 0 0.0 Total Revenues and Other Sources 8,917,167 9,606,050 211,907 9,704,550 98,500 1.0 % Expenditures by Category Salaries & Benefits 67,898 71,467 39,714 71,467 0 0.0 % Operations & Maintenance 8,756,428 9,464,999 (14,223) 9,564,999 100,000 1.1 % Total Expenditures and Other Financing Uses 8,824,325 9,536,466 25,491 9,636,466 100,000 1.0 % Excess of Revenues Over (Under) Expenditures 92,842 69,584 186,416 68,084 (1,500) -2.2 % Fund Balance, Beginning of Year 186,902 279,744 279,744 Fund Balance, End of Year 279,744 349,327 347,827 Fund Description Service Level D Fund is used to collect benefit assessments charged to property owners for the purpose of providing refuse collection, recycling, and street sweeping throughout the City, which is provided by CR&R. In addition, Service Level D has received grants to increase recycling efforts Citywide. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 195 - TCSD SERVICE LEVEL "R" STREET/ROAD MAINT FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 115 5,532 0 5,532 0 0.0 Use of Money and Property Investment Interest (201) 0 16 0 0 0.0 % Total Revenues and Other Sources (86) 5,532 16 5,532 0 0.0 % Expenditures by Category Operations & Maintenance 3,321 10,532 0 10,532 0 0.0 Total Expenditures and Other Financing Uses 3,321 10,532 0 10,532 0 0.0 % Excess of Revenues Over (Under) Expenditures (3,407) (5,000) 16 (5,000) 0 0.0 % Fund Balance, Beginning of Year 30,688 27,281 27,281 Fund Balance, End of Year 27,281 22,281 22,281 Fund Description Service Level R Fund reflects the operational, administrative, construction and maintenance costs for certain unpaved roads that become inaccessible after inclement weather. Zone R-1 provides service in the Nicolas/Liefer Road area. The maximum rate that can be charged for Zone R-1 for an improved parcel is $115.26 and for an unimproved parcel is $57.62. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 196 - TCSD SERVICE LEVEL "L" LAKE PARK MAINT. FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 250,186 251,691 (25) 251,691 0 0.0 % Harveston Lake Boat Revenue 7,211 4,200 3,001 4,200 0 0.0 % Use of Money and Property Investment Interest (3,145) 2,650 346 0 (2,650) -100.0 % Miscellaneous Miscellaneous 0 0 1,815 22,500 22,500 100.0 % Total Revenues and Other Sources 254,252 258,541 5,137 278,391 19,850 7.7 % Expenditures by Category Salaries & Benefits 29,581 11,459 6,731 11,459 0 0.0 % Operations & Maintenance 257,342 291,727 166,261 291,727 0 0.0 % Total Expenditures and Other Financing Uses 286,922 303,186 172,992 303,186 0 0.0 % Excess of Revenues Over (Under) Expenditures (32,670) (44,645) (167,855) (24,795) 19,850 -44.5 % Fund Balance, Beginning of Year 409,961 377,291 377,291 Fund Balance, End of Year 377,291 332,646 352,496 Fund Description Service Level L Fund reflects the benefit assessments charged to property owners for the purpose of maintaining the Harveston Lake Park. Expenditures include operational, administrative and maintenance costs. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 197 - TEMECULA LIBRARY FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Printing & Copies 6,924 6,419 4,969 6,419 0 0.0 Fines and Forfeitures Fines & Forfeitures 25,446 16,000 15,287 16,000 0 0.0 Use of Money and Property Investment Interest (4,206) 3,000 231 0 (3,000) -100.0 % Lease/Rental Income 10,268 8,120 9,067 8,120 0 0.0 % Operating Transfers In Contribution From Measure S 947,149 975,563 487,782 975,563 0 0.0 % Total Revenues and Other Sources 985,581 1,009,102 517,335 1,006,102 (3,000) -0.3 % Expenditures by Category Salaries & Benefits 158,714 218,817 105,256 218,817 0 0.0 % Operations & Maintenance 511,742 541,111 223,070 526,111 (15,000) -2.8 % Internal Service Fund Allocations 321,367 359,643 185,531 359,643 0 0.0 % Capital Outlay 0 0 0 30,829 30,829 100.0 % Total Expenditures and Other Financing Uses 991,823 1,119,572 513,857 1,135,401 15,829 1.4 % Excess of Revenues Over (Under) Expenditures (6,242) (110,470) 3,478 (129,299) (18,829) 17.0 % Fund Balance, Beginning of Year 531,981 525,739 525,739 Fund Balance, End of Year 525,739 415,270 396,441 Fund Description The Library Fund is used to account for the maintenance and operations of the Ronald H. Roberts Temecula Public Library on Pauba Road. Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 501 - SERVICE LEVEL"C"ZONE 1 SADDLEWOOD FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 37,944 37,932 0 37,932 0 0.0 Use of Money and Property Investment Interest (98) 21 30 0 (21) -100.0 % Total Revenues and Other Sources 37,846 37,953 30 37,932 (21) -0.1 % Expenditures by Category Salaries & Benefits 2 0 0 0 0 0.0 Operations & Maintenance 39,158 37,619 29,741 37,619 0 0.0 % Total Expenditures and Other Financing Uses 39,161 37,619 29,741 37,619 0 0.0 % Excess of Revenues Over (Under) Expenditures (1,315) 334 (29,711) 313 (21) -6.3 Fund Balance, Beginning of Year 14,333 13,018 13,018 Fund Balance, End of Year 13,018 13,352 13,331 Fund Description Service Level C Fund reflects the collection of benefit assessments charged to property owners for the purpose of providing perimeter landscaping and slope maintenance throughout the City. Service Level C assesses only those parcels within residential subdivisions receiving TCSD perimeter landscaping and slope maintenance and are separated into 32 zones. The rate levels for Zones 6 and 29, are subject to a Consumer Price Index -Urban Consumers (CPI-U) annual inflator while all other rate levels will not increase. Zones 30-32 will not be assessed, as the property owners have elected to have the landscaping maintained by the respective Homeowner's Associations (HOAs). Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 502 - SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 42,659 42,542 0 42,542 0 0.0 Use of Money and Property Investment Interest (864) 57 76 0 (57) -100.0 % Total Revenues and Other Sources 41,795 42,599 76 42,542 (57) -0.1 % Expenditures by Category Salaries & Benefits 27 0 0 0 0 0.0 Operations & Maintenance 36,678 59,360 26,949 59,360 0 0.0 % Total Expenditures and Other Financing Uses 36,705 59,360 26,949 59,360 0 0.0 % Excess of Revenues Over (Under) Expenditures 5,090 (16,761) (26,873) (16,818) (57) 0.3 % Fund Balance, Beginning of Year 111,673 116,763 116,763 Fund Balance, End of Year 116,763 100,002 99,945 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 503 - SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 47,534 47,328 0 47,328 0 0.0 Use of Money and Property Investment Interest (362) 29 44 0 (29) -100.0 % Total Revenues and Other Sources 47,171 47,357 44 47,328 (29) -0.1 % Expenditures by Category Salaries & Benefits 27 0 0 0 0 0.0 Operations & Maintenance 35,529 50,859 34,582 50,859 0 0.0 % Total Expenditures and Other Financing Uses 35,557 50,859 34,582 50,859 0 0.0 % Excess of Revenues Over (Under) Expenditures 11,615 (3,502) (34,537) (3,531) (29) 0.8 % Fund Balance, Beginning of Year 46,464 58,079 58,079 Fund Balance, End of Year 58,079 54,577 54,548 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 504 - SERVICE LEVEL"C"ZONE 4 THE VINEYARDS FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 6,394 6,394 0 6,394 0 0.0 Use of Money and Property Investment Interest (36) 4 5 0 (4) -100.0 % Total Revenues and Other Sources 6,358 6,398 5 6,394 (4) -0.1 % Expenditures by Category Salaries & Benefits 102 0 0 0 0 0.0 Operations & Maintenance 5,171 6,503 4,410 6,503 0 0.0 % Total Expenditures and Other Financing Uses 5,273 6,503 4,410 6,503 0 0.0 % Excess of Revenues Over (Under) Expenditures 1,085 (105) (4,405) (109) (4) 3.8 % Fund Balance, Beginning of Year 4,727 5,812 5,812 Fund Balance, End of Year 5,812 5,707 5,703 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 505 - SERVICE LEVEL"C"ZONE 5 SIGNET SERIES FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 39,365 39,025 0 39,025 0 0.0 Use of Money and Property Investment Interest (211) 14 20 0 (14) -100.0 % Total Revenues and Other Sources 39,154 39,039 20 39,025 (14) 0.0 % Expenditures by Category Salaries & Benefits 27 0 0 0 0 0.0 Operations & Maintenance 48,406 38,053 26,471 38,053 0 0.0 % Total Expenditures and Other Financing Uses 48,434 38,053 26,471 38,053 0 0.0 % Excess of Revenues Over (Under) Expenditures (9,280) 986 (26,451) 972 (14) -1.4 Fund Balance, Beginning of Year 31,202 21,922 21,922 Fund Balance, End of Year 21,922 22,908 22,894 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 506 - SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 27,266 (308) 28,625 17 0 26 28,625 0 0 (17) 0.0 -100.0 26,957 28,642 26 28,625 (17) -0.1 % 27 24,043 0 30,755 0 16,460 0 30,755 0 0 0.0% 0.0 % 24,071 30,755 16,460 30,755 0 0.0 % 2,887 (2,113) (16,434) (2,130) (17) 0.8 % 36,900 39,787 39,787 39,787 37,674 37,657 Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 507 - SERVICE LEVEL"C"ZONE 7 RIDGEVIEW FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 15,314 15,308 0 15,308 0 0.0 Use of Money and Property Investment Interest (70) 4 7 0 (4) -100.0 % Total Revenues and Other Sources 15,245 15,312 7 15,308 (4) 0.0 % Expenditures by Category Salaries & Benefits 2 0 0 0 0 0.0 Operations & Maintenance 17,757 15,179 8,526 15,179 0 0.0 % Total Expenditures and Other Financing Uses 17,759 15,179 8,526 15,179 0 0.0 % Excess of Revenues Over (Under) Expenditures (2,514) 133 (8,519) 129 (4) -3.0 Fund Balance, Beginning of Year 9,992 7,478 7,478 Fund Balance, End of Year 7,478 7,611 7,607 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 508 - SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 137,155 137,025 0 137,025 0 0.0 Use of Money and Property Investment Interest (816) 45 100 0 (45) -100.0 % Total Revenues and Other Sources 136,339 137,070 100 137,025 (45) 0.0 % Expenditures by Category Salaries & Benefits 13,643 0 0 0 0 0.0 Operations & Maintenance 114,724 151,464 113,590 151,464 0 0.0 % Total Expenditures and Other Financing Uses 128,368 151,464 113,590 151,464 0 0.0 % Excess of Revenues Over (Under) Expenditures 7,971 (14,394) (113,491) (14,439) (45) 0.3 % Fund Balance, Beginning of Year 109,757 117,728 117,728 Fund Balance, End of Year 117,728 103,334 103,289 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 509 - SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 5,106 5,106 0 5,106 0 0.0 Use of Money and Property Investment Interest (237) 16 15 0 (16) -100.0 % Total Revenues and Other Sources 4,869 5,122 15 5,106 (16) -0.3 % Expenditures by Category Salaries & Benefits 2 0 0 0 0 0.0 Operations & Maintenance 3,785 14,115 6,371 14,115 0 0.0 % Total Expenditures and Other Financing Uses 3,787 14,115 6,371 14,115 0 0.0 % Excess of Revenues Over (Under) Expenditures 1,081 (8,993) (6,356) (9,009) (16) 0.2 % Fund Balance, Beginning of Year 31,064 32,145 32,145 Fund Balance, End of Year 32,145 23,153 23,137 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 510 - SERVICE LEVEL"C"ZONE 10 MARTINIQUE FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 9,744 9,744 0 9,744 0 0.0 Use of Money and Property Investment Interest (102) 7 10 0 (7) -100.0 % Total Revenues and Other Sources 9,642 9,751 10 9,744 (7) -0.1 % Expenditures by Category Salaries & Benefits 27 0 0 0 0 0.0 Operations & Maintenance 10,203 12,052 5,152 12,052 0 0.0 % Total Expenditures and Other Financing Uses 10,230 12,052 5,152 12,052 0 0.0 % Excess of Revenues Over (Under) Expenditures (588) (2,301) (5,142) (2,308) (7) 0.3 % Fund Balance, Beginning of Year 14,882 14,294 14,294 Fund Balance, End of Year 14,294 11,994 11,987 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 511 - SERVICE LEVEL"C"ZONE 11 MEADOWVIEW FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 2,450 2,450 0 2,450 0 0.0 Use of Money and Property Investment Interest (29) 1 3 0 (1) -100.0 % Total Revenues and Other Sources 2,421 2,451 3 2,450 (1) 0.0 % Expenditures by Category Salaries & Benefits 2 0 0 0 0 0.0 Operations & Maintenance 2,854 2,379 1,438 2,379 0 0.0 % Total Expenditures and Other Financing Uses 2,856 2,379 1,438 2,379 0 0.0 % Excess of Revenues Over (Under) Expenditures (435) 72 (1,435) 71 (1) -1.4 Fund Balance, Beginning of Year 3,923 3,488 3,488 Fund Balance, End of Year 3,488 3,561 3,560 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 512 - SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 96,326 96,396 0 96,396 0 0.0 Use of Money and Property Investment Interest (733) 41 64 0 (41) -100.0 % Total Revenues and Other Sources 95,594 96,437 64 96,396 (41) 0.0 % Expenditures by Category Salaries & Benefits 6,821 0 0 0 0 0.0 Operations & Maintenance 119,428 113,543 79,174 113,543 0 0.0 % Total Expenditures and Other Financing Uses 126,249 113,543 79,174 113,543 0 0.0 % Excess of Revenues Over(Under)Expenditures (30,656) (17,106) (79,110) (17,147) (41) 0.2 % Fund Balance, Beginning of Year 116,858 86,202 86,202 Fund Balance, End of Year 86,202 69,097 69,056 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 513 - SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 34,173 34,224 0 34,224 0 0.0 Use of Money and Property Investment Interest (218) 3 30 0 (3) -100.0 % Total Revenues and Other Sources 33,955 34,227 30 34,224 (3) 0.0 % Expenditures by Category Salaries & Benefits 684 0 0 0 0 0.0 Operations & Maintenance 29,369 38,151 24,940 38,151 0 0.0 % Total Expenditures and Other Financing Uses 30,052 38,151 24,940 38,151 0 0.0 % Excess of Revenues Over (Under) Expenditures 3,902 (3,924) (24,911) (3,927) (3) 0.1 % Fund Balance, Beginning of Year 30,775 34,677 34,677 Fund Balance, End of Year 34,677 30,754 30,751 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 514 - SERVICE LEVEL"C"ZONE 14 MORRISON HOMES FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 14,774 14,774 0 14,774 0 0.0 Use of Money and Property Investment Interest (95) 5 11 0 (5) -100.0 % Total Revenues and Other Sources 14,679 14,779 11 14,774 (5) 0.0 % Expenditures by Category Salaries & Benefits 2 0 0 0 0 0.0 Operations & Maintenance 14,806 16,247 12,070 16,247 0 0.0 % Total Expenditures and Other Financing Uses 14,808 16,247 12,070 16,247 0 0.0 % Excess of Revenues Over (Under) Expenditures (129) (1,468) (12,058) (1,473) (5) 0.3 % Fund Balance, Beginning of Year 12,311 12,182 12,182 Fund Balance, End of Year 12,182 10,714 10,709 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 515 - SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 9,904 9,800 0 9,800 0 0.0 Use of Money and Property Investment Interest (92) 2 9 0 (2) -100.0 % Total Revenues and Other Sources 9,812 9,802 9 9,800 (2) 0.0 % Expenditures by Category Salaries & Benefits 2 0 0 0 0 0.0 Operations & Maintenance 10,090 11,038 5,399 11,038 0 0.0 % Total Expenditures and Other Financing Uses 10,092 11,038 5,399 11,038 0 0.0 % Excess of Revenues Over (Under) Expenditures (280) (1,236) (5,390) (1,238) (2) 0.2 % Fund Balance, Beginning of Year 12,013 11,733 11,733 Fund Balance, End of Year 11,733 10,497 10,495 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 516 - SERVICE LEVEL"C"ZONE 16 TRADEWINDS FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 38,022 37,800 0 37,800 0 0.0 Use of Money and Property Investment Interest (542) 59 54 0 (59) -100.0 % Total Revenues and Other Sources 37,480 37,859 54 37,800 (59) -0.2 % Expenditures by Category Salaries & Benefits 684 0 0 0 0 0.0 Operations & Maintenance 20,918 53,417 29,254 53,417 0 0.0 % Total Expenditures and Other Financing Uses 21,601 53,417 29,254 53,417 0 0.0 % Excess of Revenues Over (Under) Expenditures 15,879 (15,558) (29,200) (15,617) (59) 0.4 % Fund Balance, Beginning of Year 66,211 82,090 82,090 Fund Balance, End of Year 82,090 66,532 66,473 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 517 - SERVICE LEVEL"C"ZONE 17 MONTE VISTA FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 2,116 2,116 0 2,116 0 0.0 Use of Money and Property Investment Interest (17) 1 2 0 (1) -100.0 % Total Revenues and Other Sources 2,099 2,117 2 2,116 (1) 0.0 % Expenditures by Category Salaries & Benefits 2 0 0 0 0 0.0 Operations & Maintenance 1,823 2,089 1,229 2,089 0 0.0 % Total Expenditures and Other Financing Uses 1,826 2,089 1,229 2,089 0 0.0 % Excess of Revenues Over (Under) Expenditures 273 28 (1,227) 27 (1) -3.5 Fund Balance, Beginning of Year 2,293 2,566 2,566 Fund Balance, End of Year 2,566 2,595 2,594 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 518 - SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 93,342 94,010 0 94,010 0 0.0 Use of Money and Property Investment Interest (473) 30 45 0 (30) -100.0 % Total Revenues and Other Sources 92,869 94,040 45 94,010 (30) 0.0 % Expenditures by Category Salaries & Benefits 4,094 0 0 0 0 0.0 Operations & Maintenance 98,813 89,427 68,140 89,427 0 0.0 % Total Expenditures and Other Financing Uses 102,906 89,427 68,140 89,427 0 0.0 % Excess of Revenues Over (Under) Expenditures (10,037) 4,613 (68,095) 4,583 (30) -0.7 Fund Balance, Beginning of Year 62,293 52,256 52,256 Fund Balance, End of Year 52,256 56,869 56,839 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 519 - SERVICE LEVEL"C"ZONE 19 CHANTEMAR FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 54,612 54,450 0 54,450 0 0.0 Use of Money and Property Investment Interest (604) 62 67 0 (62) -100.0 % Total Revenues and Other Sources 54,009 54,512 67 54,450 (62) -0.1 % Expenditures by Category Salaries & Benefits 5,731 0 0 0 0 0.0 Operations & Maintenance 48,160 82,041 60,276 82,041 0 0.0 % Total Expenditures and Other Financing Uses 53,891 82,041 60,276 82,041 0 0.0 % Excess of Revenues Over (Under) Expenditures 118 (27,529) (60,209) (27,591) (62) 0.2 % Fund Balance, Beginning of Year 87,754 87,872 87,872 Fund Balance, End of Year 87,872 60,342 60,280 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 520 - SERVICE LEVEL"C"ZONE 20 CROWNE HILL FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 177,513 177,975 0 177,975 0 0.0 Use of Money and Property Investment Interest (1,698) 160 195 0 (160) -100.0 % Total Revenues and Other Sources 175,815 178,135 195 177,975 (160) -0.1 % Expenditures by Category Salaries & Benefits 13,638 0 0 0 0 0.0 Operations & Maintenance 139,232 191,303 132,438 191,303 0 0.0 % Total Expenditures and Other Financing Uses 152,870 191,303 132,438 191,303 0 0.0 % Excess of Revenues Over (Under) Expenditures 22,944 (13,168) (132,243) (13,328) (160) 1.2 Fund Balance, Beginning of Year 232,805 255,749 255,749 Fund Balance, End of Year 255,749 242,582 242,422 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 521 - SERVICE LEVEL"C"ZONE 21 VAIL RANCH FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 228,591 228,201 0 228,201 0 0.0 Use of Money and Property Investment Interest (1,227) 132 161 0 (132) -100.0 % Total Revenues and Other Sources 227,365 228,333 161 228,201 (132) -0.1 % Expenditures by Category Salaries & Benefits 25,952 0 0 0 0 0.0 Operations & Maintenance 211,908 233,386 192,260 233,386 0 0.0 % Total Expenditures and Other Financing Uses 237,860 233,386 192,260 233,386 0 0.0 % Excess of Revenues Over (Under) Expenditures (10,495) (5,053) (192,099) (5,185) (132) 2.6 % Fund Balance, Beginning of Year 195,719 185,224 185,224 Fund Balance, End of Year 185,224 180,170 180,038 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 522 - SERVICE LEVEL"C"ZONE 22 SUTTON PLACE FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 4,408 4,408 0 4,408 0 0.0 Use of Money and Property Investment Interest (79) 1 8 0 (1) -100.0 % Total Revenues and Other Sources 4,329 4,409 8 4,408 (1) 0.0 % Expenditures by Category Salaries & Benefits 2 0 0 0 0 0.0 Operations & Maintenance 3,793 5,955 3,017 5,955 0 0.0 % Total Expenditures and Other Financing Uses 3,796 5,955 3,017 5,955 0 0.0 % Excess of Revenues Over (Under) Expenditures 534 (1,546) (3,009) (1,547) (1) 0.1 % Fund Balance, Beginning of Year 10,707 11,241 11,241 Fund Balance, End of Year 11,241 9,695 9,694 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 523 - SERVICE LEVEL"C"ZONE 23 PHEASENT RUN % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 8,363 8,400 (25) 8,400 0 0.0 Use of Money and Property Investment Interest (188) 12 18 0 (12) -100.0 % Total Revenues and Other Sources 8,175 8,412 (7) 8,400 (12) -0.1 % Expenditures by Category Salaries & Benefits 54 0 0 0 0 0.0 Operations & Maintenance 4,401 16,468 6,059 16,468 0 0.0 % Total Expenditures and Other Financing Uses 4,455 16,468 6,059 16,468 0 0.0 % Excess of Revenues Over (Under) Expenditures 3,720 (8,056) (6,067) (8,068) (12) 0.1 % Fund Balance, Beginning of Year 23,667 27,387 27,387 Fund Balance, End of Year 27,387 19,331 19,319 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 524 - SERVICE LEVEL"C"ZONE 24 HARVESTON FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 162,547 162,100 (25) 162,100 0 0.0 Use of Money and Property Investment Interest (302) 142 76 0 (142) -100.0 % Total Revenues and Other Sources 162,246 162,242 51 162,100 (142) -0.1 % Expenditures by Category Salaries & Benefits 10,927 0 0 0 0 0.0 Operations & Maintenance 155,928 162,041 116,369 162,041 0 0.0 % Total Expenditures and Other Financing Uses 166,855 162,041 116,369 162,041 0 0.0 % Excess of Revenues Over (Under) Expenditures (4,609) 201 (116,318) 59 (142) -70.6 Fund Balance, Beginning of Year 55,446 50,837 50,837 Fund Balance, End of Year 50,837 51,038 50,896 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 525 - SERVICE LEVEL"C"ZONE 25 SERENA HILLS FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 43,913 44,000 0 44,000 0 0.0 Use of Money and Property Investment Interest (492) 42 51 0 (42) -100.0 % Total Revenues and Other Sources 43,421 44,042 51 44,000 (42) -0.1 % Expenditures by Category Salaries & Benefits 1,366 0 0 0 0 0.0 Operations & Maintenance 41,115 56,995 34,418 56,995 0 0.0 % Total Expenditures and Other Financing Uses 42,481 56,995 34,418 56,995 0 0.0 % Excess of Revenues Over (Under) Expenditures 940 (12,953) (34,367) (12,995) (42) 0.3 % Fund Balance, Beginning of Year 69,972 70,912 70,912 Fund Balance, End of Year 70,912 57,959 57,917 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 526 - SERVICE LEVEL"C"ZONE 26 GALLERY TRADITION FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 2,025 2,160 0 2,160 0 0.0 Use of Money and Property Investment Interest (14) 0 1 0 0 0.0 % Total Revenues and Other Sources 2,011 2,160 1 2,160 0 0.0 % Expenditures by Category Salaries & Benefits 2 0 0 0 0 0.0 Operations & Maintenance 1,929 2,110 1,116 2,110 0 0.0 % Total Expenditures and Other Financing Uses 1,931 2,110 1,116 2,110 0 0.0 % Excess of Revenues Over (Under) Expenditures 80 50 (1,114) 50 0 0.0 Fund Balance, Beginning of Year 1,921 2,001 2,001 Fund Balance, End of Year 2,001 2,050 2,050 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 527 - SERVICE LEVEL" C"ZONE 27 AVONDALE FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 9,071 9,100 0 9,100 0 0.0 Use of Money and Property Investment Interest (68) 2 9 0 (2) -100.0 % Total Revenues and Other Sources 9,003 9,102 9 9,100 (2) 0.0 % Expenditures by Category Salaries & Benefits 27 0 0 0 0 0.0 Operations & Maintenance 8,605 11,120 4,807 11,120 0 0.0 % Total Expenditures and Other Financing Uses 8,632 11,120 4,807 11,120 0 0.0 % Excess of Revenues Over (Under) Expenditures 371 (2,018) (4,799) (2,020) (2) 0.1 % Fund Balance, Beginning of Year 9,261 9,632 9,632 Fund Balance, End of Year 9,632 7,614 7,612 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 528 - SERVICE LEVEL"C"ZONE 28 WOLF CREEK FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 234,250 232,974 0 232,974 0 0.0 Use of Money and Property Investment Interest (5,457) 262 (420) 0 (262) -100.0 % Total Revenues and Other Sources 228,793 233,236 (420) 232,974 (262) -0.1 % Expenditures by Category Salaries & Benefits 27,314 0 0 0 0 0.0 Operations & Maintenance 216,874 230,690 177,788 230,690 0 0.0 % Transfers 28,346 0 0 0 0 0.0 % Total Expenditures and Other Financing Uses 272,534 230,690 177,788 230,690 0 0.0 % Excess of Revenues Over (Under) Expenditures (43,741) 2,546 (178,208) 2,284 (262) -10.3 % Fund Balance, Beginning of Year 336,098 292,357 292,357 Fund Balance, End of Year 292,357 294,903 294,641 Fund Description Alk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 529 - SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 5,301 4,462 0 4,462 0 0.0 Use of Money and Property Investment Interest (53) 4 6 0 (4) -100.0 % Total Revenues and Other Sources 5,248 4,466 6 4,462 (4) -0.1 % Expenditures by Category Salaries & Benefits 2 0 0 0 0 0.0 Operations & Maintenance 2,201 3,978 2,538 3,978 0 0.0 % Total Expenditures and Other Financing Uses 2,202 3,978 2,538 3,978 0 0.0 % Excess of Revenues Over (Under) Expenditures 3,046 488 (2,532) 484 (4) -0.8 Fund Balance, Beginning of Year 5,195 8,241 8,241 Fund Balance, End of Year 8,241 8,729 8,725 Fund Description IL f Adk The Heart of Southern California Wine Country City of Temecula Fiscal Year 2022-23 Quarterly Budget Report FUND: 530 - SERVICE LEVEL"C"ZONE 30 FUTURE ZONES FUND % Change 2022-23 Year to Date 2022-23 Q2 from 2021-22 Current Actuals Revised Requested Current Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source Use of Money and Property Investment Interest (268) 268 21 0 (268) -100.0 % Total Revenues and Other Sources (268) 268 21 0 (268) -100.0 % Excess of Revenues Over (Under) Expenditures (268) 268 21 0 (268) -100.0 % Fund Balance, Beginning of Year 36,330 36,062 36,062 Fund Balance, End of Year 36,062 36,330 36,062 Fund Description Item No. 15 CITY OF TEMECULA/ TEMECULA PUBLIC FINANCING AUTHORITY AGENDA REPORT TO: City Council/Board of Directors FROM: Aaron Adams, City Manager/Executive Director DATE: February 14, 2023 SUBJECT: Approve Issuance of Special Tax Bonds for Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) PREPARED BY: Jennifer Hennessy, Director of Finance/Treasurer RECOMMENDATION: That the City Council / Board of Directors hold a public hearing relating to the proposed issuance of special tax bonds for the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2), and adopt the resolutions entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA MAKING FINDINGS WITH RESPECT TO AND APPROVING THE ISSUANCE OF BONDS BY THE TEMECULA PUBLIC FINANCING AUTHORITY RESOLUTION NO. TPFA A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR THE TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2), AND APPROVING RELATED DOCUMENTS AND ACTIONS BACKGROUND: In 2016, the Temecula Public Financing Authority (the "Authority") Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "CFD") was formed, and subsequently $42,815,000 principal amount of bonds were issued in 2017 (the "2017 Bonds") by the Authority for the CFD to finance various public facilities required for the development of the property in the CFD. The 2017 Bonds are payable from the proceeds of an annual special tax levied on property in the CFD. The Authority received a request from Woodside 05S, LP, a California limited partnership (the "Developer") to annex certain property to Zone 1 of the CFD and issue special tax bonds for the CFD (the "2023 Bonds), payable from special taxes levied on property in the CFD and in the property proposed to be annexed to the CFD on a parity with the 2017 Bonds, all in order to provide funds to finance costs of improvements authorized to be financed by the CFD in excess of available proceeds of the 2017 Bonds. The Developer has submitted to City of Temecula (the "City") a check in the amount of $82,500 (the "Deposit"), to be used by the City to pay costs of the City and the Authority in connection with the annexation of property to the CFD and the issuance of the 2023 Bonds. Pursuant to a Deposit/Reimbursement Agreement (the "Agreement"), entered into in August od 2022 by the Developer, the City and the Authority, and to be administered by the City, funds advanced by the Developer for CFD costs, including the Deposit, will be reimbursed to the Developer from proceeds of the issuance of the 2023 Bonds. On August 23, 2022, the City Council adopted a resolution approving the Agreement and the Board of Directors of the Authority adopted two resolutions pertaining to the annexation of territory to the CFD and the levy of special taxes within the area proposed to be annexed. Section 6586.5 of the California Government Code requires that the City, following the conduct of a public hearing, approve the financing of public improvements with proceeds of the 2023 Bonds, and make a finding of significant benefit from such financing. The City held a similar public hearing and adopted similar approving resolution in connection with the issuance of the 2017 Bonds. A notice of the public hearing for the 2023 Bonds has been duly published in accordance with the requirements of the Government Code. If the City Council holds the public hearing and adopts the Resolution, and the Board of Directors adopts a resolution authorizing the issuance of the 2023 Bonds, it is anticipated that the sale of the 2023 Bonds will occur early March and close mid -March 2023. BACKGROUND TPFA: In 2016, the Temecula Public Financing Authority (the "Authority") Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "CFD") was formed, and subsequently $42,815,000 principal amount of bonds were issued in 2017 (the "2017 Bonds") by the Authority for the CFD to finance various public facilities required for the development of the property in the CFD. The 2017 Bonds are payable from the proceeds of an annual special tax levied on property in the CFD. The Authority received a request from Woodside 05S, LP, a California limited partnership (the "Developer") to annex certain property to Zone 1 of the CFD and issue special tax bonds for the CFD (the "2023 Bonds), payable from special taxes levied on property in the CFD and in the property proposed to be annexed to the CFD, to provide funds to finance costs of improvements authorized to be financed by the CFD in excess of available proceeds of the 2017 Bonds. On August 23, 2022, the Board adopted a resolution of intention to annex territory owned by the Developer to the CFD and levy special taxes on the property proposed to be annexed, and set the date for a public hearing regarding the annexation for September 27, 2022. On September 27, 2022, the Board conducted a public hearing regarding the annexation and the special tax levy and, following the results of a special election held on that date where the Developer, the then owner of all the property to be annexed, voted in favor of the annexation, the Board authorized the annexation and special tax levy on the property to be annexed to the District and recorded the amendment to the notice of special tax lien. The 2023 Bonds are planned to be comprised of current interest bonds ("CIBs") and capital appreciation bonds ("CABs"). The interest on both the CIBs and the CABS is exempt from federal and California income taxes and the payment of debt service on the 2023 Bonds is fully supported by special tax revenues payable from taxable property within the District. Unlike the conventional CIBs that pay interest semi-annually, CABs require no payment until maturity, or upon earlier redemption, at which the full amount of the principal and all interest accrued must be repaid to the investor as a single lump sum. The 2023 Bonds will be secured on parity with the 2017 Bonds. This structure was utilized to leverage the special tax revenues in the years beyond 2047 (the final maturity of the 2017 Bonds) through 2053 (reflecting a 30-year term for the 2023 Bond sale). While the CFD has been levying Special Taxes since FY 2017-18, the Fiscal Year 2022-23 special tax levy was the first where individual homeowners had acquired property within the boundaries of the CFD and were levied annual special taxes. It is anticipated that, as a result of the annexation and the issuance of the 2023 Bond Sale, at buildout, parcels of developed property will see an annual savings related to their facilities special tax. SPECIFIC ACTIONS: The City Council to hold the public hearing and consider the adoption of the Resolution. The Board adopt the resolution authorizing the issuance of the 2023 Bonds and approving the documents related thereto. These documents include the following: Amended and Restated Fiscal Agent Agreement. Agreement between the Authority and U.S. Bank Trust Company, National Association, (the "Fiscal Agent") that includes the terms of the 2017 Bonds and that specifies the terms of the 2023 Bonds, it also provides for the funds and accounts to be held by the Fiscal Agent, the bond redemption provisions and the certain covenants of the Authority with respect to the 2017 and 2023 Bonds. Purchase Contract. Contract between the Authority and Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), whereby the Authority agrees to sell the 2023 Bonds to the Underwriter and the Underwriter agrees to buy the 2023 Bonds from the Authority and sell them to the public. Preliminary Official Statement. Disclosure document used by the Underwriter to inform investors about the upcoming bond sale and provide all material information for the potential investors to make a decision whether or not to buy the 2023 Bonds. Continuing Disclosure Agreement (in the form appended to the Preliminary Official Statement). Specifies the Authority's obligation to provide annual disclosure to the municipal bond market related to the 2023 Bonds by preparing and filing annual disclosure reports, and it provides for the Authority to give notices of certain material events related to the CFD and the 2023 Bonds, if they occur. If the resolution is adopted by the Board, it is anticipated that the sale of the 2023 Bonds will occur in early March and close by the middle of March. FISCAL IMPACT: None. The 2023 Bonds will not be obligations of the City, or general obligations of the Authority, but will be limited obligations of the Authority for the CFD payable solely from special taxes levied on land in the CFD. ATTACHMENTS: 1. Resolution — City 2. Resolution — Temecula Public Financing Authority (TPFA) 2. Amended and Restated Fiscal Agent Agreement 3. Bond Purchase Agreement 4. Preliminary Official Statement (including Continuing Disclosure Agreement) RESOLUTION NO. 2023- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA MAKING FINDINGS WITH RESPECT TO AND APPROVING THE ISSUANCE OF BONDS BY THE TEMECULA PUBLIC FINANCING AUTHORITY THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City of Temecula (the "City"), the Temecula Community Services District and the Temecula Housing Authority are parties to a Joint Exercise of Powers Agreement which established the Temecula Public Financing Authority (the "Authority") for the purpose, among others, of issuing bonds to finance public capital improvements. Section 2. The Board of Directors of the Authority has formed the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "CFD"), and the Authority intends to issue bonds of the Authority for the CFD (the "Bonds") to finance various public improvements within the City of Temecula (the "Improvements"). Section 3. The City Council has on this date held a duly noticed public hearing with respect to the financing of the Improvements with the proceeds of the Bonds, as required by Section 6586.5(a) of the California Government Code. Section 4. The City Council hereby finds that significant public benefits will arise from the financing of the Improvements with the proceeds of the Bonds, in accordance with Section 6586 of the California Government Code. Section 5. The City Council hereby approves the financing of the Improvements with the proceeds of the Bonds, and the issuance of the Bonds by the Authority for the CFD. Section 6. This Resolution shall take effect upon adoption. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 10 day of February, 2023. Zak Schwank, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 2023- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of February, 2023, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk RESOLUTION NO. TPFA 2023- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR THE TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2), AND APPROVING RELATED DOCUMENTS AND ACTIONS THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Board of Directors has conducted proceedings under and pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act"), to form the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), to authorize the levy of special taxes on the real property within the District, and to issue bonds secured by the special taxes the proceeds of which are to be used to finance certain public improvements, all as described in Resolution No. TPFA 16-04 adopted by the Board of Directors on April 26, 2016. Section 2. Pursuant to said proceedings, on March 16, 2017, the Temecula Public Financing Authority (the "Authority"), for and on behalf of the District: (i) entered into a Fiscal Agent Agreement, dated as of March 1, 2017 (the "Original Fiscal Agent Agreement"), with U.S. Bank National Association (now known as U.S. Bank Trust Company, National Association), as fiscal agent (the "Fiscal Agent"); and (ii) issued $42,815,000 initial principal amount of Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) 2017 Special Tax Bonds (the "2017 Bonds") in order to provide financing for public improvements authorized to be funded by the District (the "Facilities"). Section 3. The Original Fiscal Agent Agreement provided for the issuance by the Authority for the District of Parity Bonds, as defined therein, secured on a parity with the 2017 Bonds, in order to provide additional financing for costs of the Facilities. Section 4. There have been submitted to the Board of Directors for its approval certain documents providing for the issuance and sale of two additional series of bonds of the Authority for the District (collectively, the "2023 Bonds") and the use of the proceeds of the 2023 Bonds to finance costs of the Facilities, and the Board of Directors, with the assistance of City of Temecula Staff and consultants, has reviewed said documents and found them to be in proper order. Section 5. On April 24, 2001, the Board of Directors adopted Resolution No. TPFA 0 1 -02 approving local goals and policies for community facilities districts (the "Goals and Policies") and the proposed 2023 Bonds are consistent with the Goals and Policies. Section 6. Pursuant to Section 5852.1 of the California Government Code, certain information relating to the 2023 Bonds is set forth in Exhibit A attached to this Resolution, and such information is hereby disclosed and made public. Section 7. Following the adoption of this Resolution, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the 2023 Bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California. Section 8. Pursuant to the Act, this Resolution and the Amended and Restated Fiscal Agent Agreement (referenced in Section 9 below), the 2023 Bonds designated as "Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Series 2023A" and "Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Capital Appreciation Series 2023B," in an aggregate principal amount not to exceed $10,000,000 are hereby authorized to be issued and sold as provided herein. The 2023 Bonds shall be secured on a parity with the 2017 Bonds under the Amended and Restated Fiscal Agent Agreement, and shall be executed in the respective forms set forth in and otherwise as provided in the Amended and Restated Fiscal Agent Agreement. In furtherance of the issuance of the 2023 Bonds, the Board of Directors hereby finds and determines that (a) the 2023 Bonds satisfy the requirements of Section 53345.8(a) of the Act in that the appraised value of the real property in the District is more than three times the aggregate of the principal amount of the 2023 Bonds and the outstanding principal amount of the 2017 Bonds, based upon the appraised value of the real property in the District as determined by Integra Realty Resources in its appraisal of the property in the District subject to the levy of the special taxes for the District; (b) the 2023 Bonds, when issued pursuant to the Amended and Restated Fiscal Agent Agreement, will be in accordance with the Goals and Policies; (c) the 2023 Bonds are in accordance with Section IX of the City of Temecula's Annual Operating Budget of Fiscal Year 2021-22 regarding Capital Financing and Debt Management (the "Debt Policies"), and the Board of Directors has adopted the Debt Policies as the debt policies for the Authority, and (d) the 2017 Bond Transfer Restriction Release Date, as defined in the Original Fiscal Agent Agreement, has occurred. Section 9. The Amended and Restated Fiscal Agent Agreement, in the form presented to the Board of Directors at this meeting, is hereby approved. The Executive Director, the Assistant Executive Director and the Treasurer (each a "Designated Officer"), each acting alone, are hereby authorized and directed to execute and deliver the Amended and Restated Fiscal Agent Agreement in said form, with such additions thereto or changes therein as are approved by the Designated Officer executing the Amended and Restated Fiscal Agent Agreement upon consultation with the Authority's General Counsel and Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Amended and Restated Fiscal Agent Agreement by a Designated Officer. The date, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of N payment, terms of redemption and other terms of the 2023 Bonds shall be as provided in the Amended and Restated Fiscal Agent Agreement. Section 10. The Bond Purchase Agreement (the "Purchase Contract") between the Authority and Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), in the form presented to the Board of Directors at this meeting, is hereby approved. The Executive Director and the Treasurer, each acting alone, are hereby authorized and directed to accept the offer of the Underwriter to purchase the 2023 Bonds contained in the Purchase Contract; provided that (a) the aggregate principal amount of the 2023 Bonds sold thereby is not in excess of $10,000,000, (b) the true interest cost of the 2023 Bonds is not in excess of 7.0%, (c) the underwriter's discount is not in excess of 2.0% of the aggregate principal amount of the 2023 Bonds, and (d) the requirements of clause (a) of the second paragraph of Section 8 above are satisfied. The Designated Officers, each acting alone, are hereby authorized and directed to execute and deliver the Purchase Contract in said form (if the requirements of the preceding sentence are satisfied), with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing such document upon consultation with the Authority's General Counsel and Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Purchase Contract by a Designated Officer. Section 11. The Preliminary Official Statement describing the 2023 Bonds, in the form presented to the Board of Directors at this meeting, is hereby approved. The Designated Officers are hereby authorized and directed, for and in the name and on behalf of the Authority, to make changes to the Preliminary Official Statement prior to its dissemination to prospective investors, and to bring the Preliminary Official Statement into the form of a final official statement (the "Official Statement") including such additions thereto or changes therein as are recommended or approved by any such officer upon consultation with the Authority's General Counsel and Disclosure Counsel. The Executive Director is hereby authorized and directed to execute and deliver the Official Statement. The Underwriter is hereby authorized to distribute copies of the Preliminary Official Statement to persons who may be interested in the purchase of the 2023 Bonds and is directed to deliver copies of the Official Statement to all actual purchasers of the 2023 Bonds. The Designated Officers, each acting alone, are hereby authorized to execute a certificate or certificates to the effect that the Official Statement and the Preliminary Official Statement were deemed "final" as of their respective dates for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934, and is authorized to so deem such statements final. Section 12. The Continuing Disclosure Agreement related to the 2023 Bonds, in the form appended to the Preliminary Official Statement, is hereby approved. The Designated Officers, each acting alone, are hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute and deliver the Continuing Disclosure Agreement in said form, with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Designated Officer executing the Continuing Disclosure Agreement, upon consultation with the Authority's General Counsel and Disclosure Counsel, the approval of such changes to be conclusively evidenced by the execution and delivery by a Designated Officer of the Continuing Disclosure Agreement. 3 Section 13. The Authority hereby covenants, for the benefit of the owners of the 2023 Bonds, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the 2023 Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement. Section 14. The 2023 Bonds, when executed, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate the 2023 Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the 2023 Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the Authority by the Executive Director, which instructions such officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver to the Fiscal Agent. Such instructions shall provide for the delivery of the 2023 Bonds to the Underwriter upon payment of the purchase price therefor. Section 15. All actions heretofore taken by the officers and agents of the Authority with respect to the sale and issuance of the 2023 Bonds are hereby approved, confirmed and ratified, and the proper officers of the Authority are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the 2023 Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved. Section 16. This Resolution shall take effect upon its adoption. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority this 14th day of February, 2023. ATTEST: Randi Johl, Secretary [SEAL] Zak Schwank, Chair 4 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, Secretary of the Temecula Public Financing Authority, do hereby certify that the foregoing Resolution No. TPFA 2023- was duly and regularly adopted by the Board of Directors of the Temecula Public Financing Authority at a meeting thereof held on the 141h day of February, 2023, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: ABSTAIN: BOARD MEMBERS: ABSENT: BOARD MEMBERS: Randi Johl, Secretary EXHIBIT A GOVERNMENT CODE SECTION 5852.1 DISCLOSURE The following information consists of estimates that have been provided by Fieldman, Rolapp & Associates, Inc., the Authority's Municipal Advisor, which have been represented to have been provided in good faith: (A) True Interest Cost of the 2023 Bonds: 5.67% (B) Finance Charges: $516,693 (C) Net Proceeds to be Received: $7,470,212 (net of Finance Charges, reserves or capitalized interest) (D) Total Payment Amount through Maturity (sum of all 2023 Bond debt service): $28,754,001 The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates on January 10, 2023. The principal amount of the 2023 Bonds, the true interest cost of the 2023 Bonds, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the 2023 Bonds being different than the date used for purposes of such estimates, (b) the actual principal amount of 2023 Bonds sold being different from the estimated amount used for purposes of such estimates, (c) the actual principal amortization of the 2023 Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates on the 2023 Bonds at the time of sale of the 2023 Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the Authority's financing plan, or a combination of such factors. The actual date of sale of the 2023 Bonds and the actual principal amount of the 2023 Bonds sold will be determined based on the timing of the need for proceeds of the 2023 Bonds and other factors. The actual interest rates on the 2023 Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the principal of the 2023 Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Authority. Exhibit A Quint & Thimmig LLP AMENDED AND RESTATED FISCAL AGENT AGREEMENT by and between the TEMECULA PUBLIC FINANCING AUTHORITY and U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Fiscal Agent dated as of March 1, 2023 relating to: Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) 2017 Special Tax Bonds, and Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Series 2023A and Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Capital Appreciation Series 2023B 11/10/22 12/16/22 1/11/23 1/25/23 20009.22:J18687 TABLE OF CONTENTS ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS Section 1.01. Authority for this Agreement......................................................................................................................... 3 Section 1.02. Agreement for Benefit of Owners of the Bonds........................................................................................... 3 Section1.03. Definitions......................................................................................................................................................... 3 ARTICLE II THE BONDS Section 2.01. Principal Amount; Designation...................................................................................................................13 Section 2.02. Terms of the 2017 Bonds and the 2023 Bonds............................................................................................13 Section2.03. Redemption.....................................................................................................................................................15 Section2.04. Form of Bonds................................................................................................................................................19 Section2.05. Execution of Bonds........................................................................................................................................19 Section2.06. Transfer of Bonds........................................................................................................................................... 20 Section2.07. Exchange of Bonds......................................................................................................................................... 20 Section2.08. Bond Register.................................................................................................................................................. 20 Section2.09. Temporary Bonds........................................................................................................................................... 20 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen.............................................................................................. 21 Section2.11. Limited Obligation......................................................................................................................................... 21 Section2.12. No Acceleration.............................................................................................................................................. 21 Section2.13. Book -Entry System......................................................................................................................................... 21 Section 2.14. Issuance of Parity Bonds............................................................................................................................... 23 ARTICLE III ISSUANCE OF 2017 BONDS AND 2023 BONDS Section 3.01. Issuance and Delivery of 2017 Bonds and 2023 Bonds............................................................................. 24 Section 3.02. Pledge of Special Tax Revenues................................................................................................................... 24 Section3.03. Validity of Bonds............................................................................................................................................ 24 ARTICLE IV FUNDS AND ACCOUNTS Section4.01. Application of Funds..................................................................................................................................... 25 Section4.02. Improvement Fund........................................................................................................................................ 25 Section 4.03. Costs of Issuance Fund.................................................................................................................................. 26 Section4.04. Reserve Fund.................................................................................................................................................. 27 Section4.05. Bond Fund....................................................................................................................................................... 28 Section4.06. Special Tax Fund............................................................................................................................................ 29 Section 4.07. Administrative Expense Fund..................................................................................................................... 31 ARTICLE V OTHER COVENANTS OF THE AUTHORITY Section5.01. Punctual Payment.......................................................................................................................................... 32 Section5.02. Limited Obligation......................................................................................................................................... 32 Section 5.03. Extension of Time for Payment.................................................................................................................... 32 Section 5.04. Against Encumbrances.................................................................................................................................. 32 Section5.05. Books and Records......................................................................................................................................... 32 Section 5.06. Protection of Security and Rights of Owners............................................................................................. 32 Section5.07. Compliance with Act..................................................................................................................................... 32 Section 5.08. Collection of Special Tax Revenues............................................................................................................. 32 Section 5.09. Covenant to Foreclose................................................................................................................................... 33 Section 5.10. Further Assurances........................................................................................................................................ 34 Section 5.11. Private Activity Bond Limitations............................................................................................................... 34 Section 5.12. Federal Guarantee Prohibition..................................................................................................................... 34 Section5.13. Rebate Requirement....................................................................................................................................... 34 Section5.14. No Arbitrage................................................................................................................................................... 35 Section 5.15. Yield of the 2017 Bonds................................................................................................................................. 35 Section 5.16. Maintenance of Tax-Exemption................................................................................................................... 35 Section 5.17. Continuing Disclosure to Owners............................................................................................................... 35 Section 5.18. Reduction of Special Taxes........................................................................................................................... 36 Section 5.19. Limits on Special Tax Waivers and Bond Tenders.................................................................................... 36 Section5.20. No Additional Bonds..................................................................................................................................... 36 Section 5.21. Authority Bid at Foreclosure Sale................................................................................................................ 36 -i- ARTICLE VI INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILITY OF THE AUTHORITY Section 6.01. Deposit and Investment of Moneys in Funds............................................................................................ 37 Section6.02. Limited Obligation......................................................................................................................................... 38 Section 6.03. Liability of Authority..................................................................................................................................... 38 Section 6.04. Employment of Agents by Authority......................................................................................................... 39 ARTICLE VII THE FISCAL AGENT Section 7.01. Appointment of Fiscal Agent....................................................................................................................... 40 Section 7.02. Liability of Fiscal Agent................................................................................................................................ 41 Section7.03. Information..................................................................................................................................................... 42 Section 7.04. Notice to Fiscal Agent................................................................................................................................... 42 Section 7.05. Compensation, Indemnification.................................................................................................................. 42 Section 8.01. Section 8.02. Section 8.03. Section 8.04. Section 8.05. Section 8.06. Section 8.07. Section 9.01. Section 9.02. Section 9.03. Section 9.04. Section 9.05. Section 9.06. Section 9.07. Section 9.08. Section 9.09. Section 9.10. Section 9.11. Section 9.12. Section 9.13. Section 9.14. Section 9.15. ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT AmendmentsPermitted................................................................................................................................ 44 Owners' Meetings.......................................................................................................................................... 44 Procedure for Amendment with Written Consent of Owners................................................................ 45 DisqualifiedBonds......................................................................................................................................... 45 Effect of Supplemental Agreement............................................................................................................. 45 Endorsement or Replacement of Bonds Issued After Amendments...................................................... 46 Amendatory Endorsement of Bonds........................................................................................................... 46 ARTICLE IX MISCELLANEOUS Benefits of Agreement Limited to Parties.................................................................................................. Successor is Deemed Included in All References to Predecessor.......................................................... Dischargeof Agreement.............................................................................................................................. Execution of Documents and Proof of Ownership by Owners.............................................................. Waiverof Personal Liability........................................................................................................................ Notices to and Demands on Authority and Fiscal Agent....................................................................... State Reporting Requirements.................................................................................................................... PartialInvalidity............................................................................................................................................ UnclaimedMoneys....................................................................................................................................... ApplicableLaw............................................................................................................................................. Conflictwith Act........................................................................................................................................... Conclusive Evidence of Regularity............................................................................................................ Paymenton Business Day............................................................................................................................ Counterparts.................................................................................................................................................. EffectiveDate................................................................................................................................................. EXHIBIT A — FORM OF 2017 BOND EXHIBIT B — FORM OF 2023A BOND EXHIBIT C — FORM OF 2023B BOND EXHIBIT D — TABLE OF ACCRETED VALUES FOR THE 2023B BONDS 47 47 47 48 48 48 49 50 50 50 50 50 50 51 51 AMENDED AND RESTATED FISCAL AGENT AGREEMENT THIS AMENDED AND RESTATED FISCAL AGENT AGREEMENT (the "Agreement"), dated as of March 1, 2023, is by and between the Temecula Public Financing Authority, a joint exercise of powers authority organized and existing under and by virtue of the laws of the State of California (the "Authority") for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), and U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America, as fiscal agent (the "Fiscal Agent"). RECITALS: WHEREAS, the Board of Directors of the Authority has formed the District under the provisions of the Mello -Roos Community Facilities Act of 1982, as amended (Section 53311, et seq. of the California Government Code) (the "Act") and Resolution No. TPFA 16-04 of the Board of Directors of the Authority adopted on April 26, 2016 (the "Resolution of Formation"); WHEREAS, the Board of Directors of the Authority, as the legislative body for the District, is authorized under the Act to levy special taxes to pay for the costs of the District and to authorize the issuance of bonds secured by said special taxes under the Act; WHEREAS, under the provisions of the Act, on January 24, 2017 the Board of Directors of the Authority adopted its Resolution No. TPFA 17-01, which Resolution No. TPFA 17-01 authorized the issuance and sale of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) 2017 Special Tax Bonds (the "2017 Bonds"), and on February 14, 2023, the Board of Directors of the Authority adopted Resolution No. TPFA 23- which Resolution No. 23- authorized the issuance and sale of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Series 2023A (the "2023A Bonds") and the Temecula Public Financing Authority Community Facilities District No.16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Capital Appreciation Series 2023B (the "2023B Bonds"); WHEREAS, under the authority of the Act and Resolution No. TPFA 17-01, the Authority and U.S. Bank National Association, as fiscal agent, entered into a Fiscal Agent Agreement, dated as of March 1, 2017 (the "Original Fiscal Agent Agreement"), to provide for the issuance of the 2017 Bonds, the disbursement of the proceeds of the 2017 Bonds, the disposition of the special taxes to be used to repay the 2017 Bonds, and the administration and payment of the 2017 Bonds; WHEREAS, all things necessary to cause the 2017 Bonds when authenticated by the Authority for the District and issued as in the Act, Resolution No. TPFA 17-01 and the Original Fiscal Agent Agreement provided, to be legal, valid and binding special obligations of the Authority for and on behalf of the District in accordance with their terms, and the creation, authorization, execution and issuance of the 2017 Bonds, subject to the terms thereof, have been taken and were in all respects duly authorized and in conformity with the Act; WHEREAS, the 2017 Bonds were issued on March 16, 2017 in the initial principal amount of $42,815,000 and, as of the Effective Date (as defined herein), there are $39,260,000 principal amount of 2017 Bonds outstanding; -1- WHEREAS, the Authority now desires to issue the 2023A Bonds and the 2023B Bonds under the authority of the Act and Resolution No. TPFA 23- and to amend and restate the Original Fiscal Agent Agreement in its entirety with this Agreement all as of the Effective Date; WHEREAS, it is intended that, as provided in Section 9.15 hereof, from and after the Effective Date, this Agreement shall govern for all purposes the terms and conditions of the 2017 Bonds, the 2023A Bonds and the 2023B Bonds, the Original Fiscal Agent Agreement shall be superseded in its entirety by this Agreement, and the Original Fiscal Agent Agreement shall be of no further force or effect; WHEREAS, it is in the public interest and for the benefit of the Authority, the District, the persons responsible for the payment of special taxes to be levied in the District and the owners of the 2017 Bonds, the 2023A Bonds and the 2023B Bonds, that the Authority enter into this Agreement to provide for the issuance of the administration of the 2017 Bonds, the 2023A Bonds and the 2023B Bonds, the disposition of funds held by the Fiscal Agent under the Original Fiscal Agent Agreement, the disbursement of proceeds of the 2023A Bonds and of the 2023B Bonds, the disposition of the special taxes to be used to repay the 2017 Bonds, the 2023A Bonds and the 2023B Bonds and the administration and payment of the 2017 Bonds, the 2023A Bonds and the 2023B Bonds; and WHEREAS, the Authority has determined that all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the 2017 Bonds, the 2023A Bonds and the 2023B Bonds, subject to the terms hereof, have in all respects been duly authorized. AGREEMENT: NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: -2- ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Act and Resolution No. 23- Section 1.02. Agreement for Benefit of Owners of the Bonds. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the Authority shall be for the equal benefit, protection and security of the Owners of the Bonds. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. Any action by any Owner to enforce the provisions of this Agreement shall be for the equal benefit and protection of all Owners of the Bonds. The Fiscal Agent may become the Owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not Fiscal Agent. Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. "Accreted Interest" means, with respect to any Capital Appreciation Bonds, the Accreted Value thereof minus the Denominational Amount thereof as of the date of calculation. "Accreted Value" means, as of the date of calculation, the Denominational Amount thereof, plus Accreted Interest thereon at the applicable Accretion Rate to such date of calculation, compounded semiannually on each Interest Payment Date following their issuance, assuming in any such semiannual period that such Accreted Value increases in equal daily amounts on the basis of a 360-day year of twelve 30-day months. The Accreted Values as of Interest Payment Dates for the 2023B Bonds are as set forth in Exhibit D hereto. "Accretion Rate" means (a) with respect to the 2023B Bonds, %, and (b) with respect to any other Capital Appreciation Bonds, as set forth in any Supplemental Agreement pursuant to which such Bonds are issued. "Act" means the Mello -Roos Community Facilities Act of 1982, as amended, being Sections 53311 et seq. of the California Government Code. "Administrative Expenses" means costs directly related to the administration of the District consisting of the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the Treasurer or designee thereof or both) and the costs of collecting the Special Taxes (whether by the County or otherwise); the costs of remitting the Special Taxes to the Fiscal Agent; fees and costs of the Fiscal Agent (including its legal counsel) in the discharge of the duties required of it under this Agreement; the costs of the Authority, the City or any designee of either the Authority or the City of complying with the disclosure provisions of the Act, the Continuing Disclosure Agreement and this Agreement, including those related to public inquiries regarding the Special Tax and disclosures to Bondowners and the Original Purchaser; the costs of the Authority, the City or any designee of either the Authority or the City related to an appeal of the Special Tax; any amounts required to be rebated to the federal -3- government in order for the Authority to comply with Section 5.13; an allocable share of the salaries of the City staff directly related to the foregoing and a proportionate amount of City general administrative overhead related thereto. Administrative Expenses shall also include amounts advanced by the Authority or the City for any administrative purpose of the District, including costs related to prepayments of Special Taxes, recordings related to such prepayments and satisfaction of Special Taxes, amounts advanced to ensure compliance with Section 5.13, administrative costs related to the administration of any joint community facilities agreement regarding the District, and the costs of commencing and pursuing foreclosure of delinquent Special Taxes. Administrative Expenses shall include any such expenses incurred in prior years but not yet paid. "Administrative Expense Fund" means the fund by that name established by Section 4.07(A) hereof. "Agreement" means this Amended and Restated Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof. "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest accruing on the Outstanding Current Interest Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled (including by reason of the provisions of Section 2.03(A)(ii) providing for mandatory sinking payments), and (ii) the principal amount of the Outstanding Current Interest Bonds and Accreted Value of the Outstanding Capital Appreciation Bonds due in such Bond Year (including any mandatory sinking payment due in such Bond Year pursuant to Section 2.03(A)(ii)). "Auditor" means the auditor / controller of the County, or such other official at the County who is responsible for preparing property tax bills. "Authori " means the Temecula Public Financing Authority and any successor thereto. "Authority Attorney" means any attorney or firm of attorneys employed by the Authority or the City in the capacity of general counsel to the Authority. "Authorized Denominations" means (a) with respect to any Current Interest Bonds, $5,000 and integral multiples thereof, and (b) with respect to any Capital Appreciation Bonds, $5,000 Maturity Value and any integral multiples thereof. "Authorized Officer" means the Chair of the Board of Directors of the Authority, or the Executive Director, Treasurer or Secretary of the Authority, or any other officer or employee of the Authority or the City authorized by the Board of Directors of the Authority or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer. "Beneficial Owner" has the meaning given to such term in Section 2.13 hereof. "Bond Counsel" means (i) Quint & Thimmig LLP, or (ii) any other attorney or firm of attorneys acceptable to the Authority and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Fund" means the fund by that name established by Section 4.05(A) hereof. -4- "Bond Obligation" means, as of any given date of calculation, (a) with respect to any Outstanding Current Interest Bond, the principal amount of such Bond, and (b) with respect to any Outstanding Capital Appreciation Bond, the then Accreted Value thereof. "Bond Register" means the books for the registration and transfer of Bonds maintained by the Fiscal Agent under Section 2.08 hereof. "Bond Year" means the one-year period beginning on September 2nd in each year and ending on September 1st in the following year. "Bonds" means the 2017 Bonds, the 2023A Bonds, the 2023B Bonds and, if the context requires, any Parity Bonds, at any time Outstanding under this Agreement or any Supplemental Agreement. "Business Day" means any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in the state in which the Fiscal Agent has its principal corporate trust office are authorized or obligated by law or executive order to be closed. "CDIAC" means the California Debt and Investment Advisory Commission of the office of the State Treasurer of the State of California or any successor agency or bureau thereto. "Capital Appreciation Bonds" means 2023B Bonds, and any Parity Bonds the interest on which is accretes following their issuance, with all principal and interest payable solely at maturity or earlier redemption date. "Capitalized Interest Account" means the account by that name established within the Bond Fund by Section 4.05(A) hereof. "CC" means the City of Temecula, California. "Closing Date" means (a) with respect to the 2017 Bonds, March 16, 2017, being the date upon which there is a physical delivery of the 2017 Bonds in exchange for the amount representing the purchase price of the 2017 Bonds by the Original Purchaser; and (b) with respect to the 2023 Bonds, March J 2023, being the date upon which there is a physical delivery of the 2023 Bonds in exchange for the amount representing the purchase price of the 2023 Bonds by the Original Purchaser. "Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the 2017 Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the 2017 Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. "Continuing Disclosure Agreement" means, collectively (i) the Continuing Disclosure Agreement of the Authority, dated as of March 1, 2017, by and between the Authority and Webb Municipal Finance, LLC, as dissemination agent (the "Dissemination Agent"), as originally executed and as it may be amended from time to time in accordance with its terms; and (ii) the Continuing Disclosure Agreement pertaining to the 2023 Bonds, dated as of March 1, 2023 for the 2023 Bonds, by the Authority and the Dissemination Agent, as originally executed and as it may be amended from time to time in accordance with its terms. "Costs of Issuance" means items of expense payable or reimbursable directly or indirectly by the Authority or the City and related to the authorization, sale and issuance of the 2023 Bonds, -5- which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees and charges of the Fiscal Agent including its first annual administration fee, fees and expenses of Fiscal Agent's counsel, expenses incurred by the City or the Authority in connection with the issuance of the 2023 Bonds, special tax consultant fees and expenses, Bond (underwriter's) discount, legal fees and charges, including bond counsel and disclosure counsel, municipal advisor's fees, appraisal fees, charges for execution, transportation and safekeeping of the 2023 Bonds, and other costs, charges and fees in connection with the foregoing. "Costs of Issuance Fund" means the fund by that name established by Section 4.03(A) hereof. "Coup " means the County of Riverside, California. "Current Interest Bonds" means 2017 Bonds, the 2023A Bonds and any Parity Bonds the interest on which is payable on each Interest Payment Date following their issuance until the earlier of maturity or redemption. "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. "Debt Service" means the scheduled amount of interest and amortization of principal, or Accreted Value (including principal or Accreted Value payable by reason of Section 2.03(A)(ii)) on the Bonds and the scheduled amount of interest and amortization of principal or Accreted Value payable on any Parity Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal or Accreted Value which has been retired before the beginning of such period. "Denominational Amount" means, with respect to a Capital Appreciation Bond, the initial principal amount thereof. "Depository" means (i) initially, DTC, and (ii) any other Securities Depository acting as Depository pursuant to Section 2.13. "District" means the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2), formed by the Authority under the Act and the Resolution of Formation. "Effective Date" has the meaning given to such term in Section 9.15. "Fair Market Value" means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security --State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State of California but M only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States. "Federal Securities" means any of the following which are non -callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent: (i) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as "stripped" obligations and coupons; or (ii) any of the following obligations of the following agencies of the United States of America: (a) direct obligations of the Export -Import Bank, (b) certificates of beneficial ownership issued by the Farmers Home Administration, (c) participation certificates issued by the General Services Administration, (d) mortgage -backed bonds or pass - through obligations issued and guaranteed by the Government National Mortgage Association, (e) project notes issued by the United States Department of Housing and Urban Development, and (f) public housing notes and bonds guaranteed by the United States of America. "Fiscal Agent" means the Fiscal Agent appointed by the Authority and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01. "Fiscal Year" means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive. "Fitch" means Fitch, Inc. and any successor thereto. "Improvement Fund" means the fund by that name created by and held by the Fiscal Agent pursuant to Section 4.02(A) hereof. "Independent Financial Consultant" means any consultant or firm of such consultants appointed by the Authority, the City or the Treasurer, and who, or each of whom: (i) is judged by the person or entity that approved them to have experience in matters relating to the issuance and / or administration of bonds under the Act; (ii) is in fact independent and not under the domination of the Authority; (iii) does not have any substantial interest, direct or indirect, with or in the Authority, or any owner of real property in the District, or any real property in the District; and (iv) is not connected with the City or the Authority as an officer or employee of the City or the Authority, but who may be regularly retained to make reports to the City or the Authority. "Information Services" means the Electronic Municipal Market Access System (referred to as "EMMA"), a facility of the Municipal Securities Rulemaking Board (at http: / / emma.msrb.org); and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and / or such services providing information with respect to called bonds as the Authority may designate in an Officer's Certificate delivered to the Fiscal Agent. -7- "Interest Payment Dates" means March 1 and September 1 of each year, so long as the Bonds are Outstanding. "Maturity Value" means (a) with respect to any Capital Appreciation Bond, the Accreted Value of any such Bond on its stated maturity date; and (b) with respect to any Current Interest Bond, the principal amount thereof. "Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. "Moody's" means Moody's Investors Service, and any successor thereto. "Officer's Certificate" means a written certificate of the Authority signed by an Authorized Officer of the Authority. "Ordinance" means any ordinance of the Authority levying the Special Taxes. "Original Fiscal Agent Agreement" means the Fiscal Agent Agreement, dated as of March 1, 2017, between the Authority, for and on behalf of the District, and the Fiscal Agent as successor in interest to U.S. Bank National Association, as fiscal agent. "Original Purchaser" means Stifel, Nicolaus & Company, Incorporated, the first purchaser of the 2017 Bonds and the 2023 Bonds from the Authority. "Outstanding," when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.04) all Bonds except: (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the Authority pursuant to this Agreement or any Supplemental Agreement. "Owner" or "Bondowner" means any person who is the registered owner of any particular Outstanding Bond. "Parity Bonds" means bonds issued by the Authority for the District and secured on a parity with any then Outstanding Bonds pursuant to Section 2.14 hereof. "Participating Underwriter" shall have the meaning ascribed thereto in the Continuing Disclosure Agreement. "Permitted Investments" means any of the following, but only to the extent that the same are acquired at Fair Market Value: (a) Federal Securities. (b) Registered state warrants or treasury notes or bonds of the State of California (the "State"), including bonds payable solely out of the revenues from a revenue - producing property owned, controlled, or operated by the State or by a department, board, agency, or authority of the State, which are rated in one of the two highest short- term or long-term rating categories by either Moody's or S&P, and which have a maximum term to maturity not to exceed three years. BE (c) Unsecured certificates of deposit, time deposits and bankers' acceptance of any bank the short-term obligations of which are rated on the date of purchase "A-1+" or better by S&P and "P-1" by Moody's and or certificates of deposit (including those of the Fiscal Agent, its parent and its affiliates) secured at all times by collateral that may be used by a national bank for purposes of satisfying its obligations to collateralize pursuant to federal law which are issued by commercial banks, savings and loan associations or mutual savings bank whose short-term obligations are rated on the date of purchase A-1 or better by S&P, Moody's and Fitch. (d) Commercial paper which at the time of purchase is of "prime" quality of the highest ranking or of the highest letter and numerical rating as provided by either Moody's or S&P, which commercial paper is limited to issuing corporations that are organized and operating within the United States of America and that have total assets in excess of five hundred million dollars ($500,000,000) and that have an "A" or higher rating for the issuer's debentures, other than commercial paper, by either Moody's or S&P, provided that purchases of eligible commercial paper may not exceed 180 days' maturity nor represent more than 10 percent of the outstanding commercial paper of an issuing corporation. Purchases of commercial paper may not exceed 20 percent of the total amount invested pursuant to this definition of Permitted Investments. (e) A repurchase agreement with a state or nationally charted bank or trust company or a national banking association or government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York, provided that all of the following conditions are satisfied: (1) the agreement is secured by any one or more of the securities described in subdivision (a) of this definition of Permitted Investments, (2) the underlying securities are required by the repurchase agreement to be held by a bank, trust company, or primary dealer having a combined capital and surplus of at least one hundred million dollars ($100,000,000) and which is independent of the issuer of the repurchase agreement, and (3) the underlying securities are maintained at a market value, as determined on a marked -to -market basis calculated at least weekly, of not less than 103 percent of the amount so invested. (f) An investment agreement or guaranteed investment contract with, or guaranteed by, a financial institution the long-term unsecured obligations of which are rated Aa2 and "AA" or better, respectively, by Moody's and S&P at the time of initial investment. The investment agreement shall be subject to a downgrade provision with at least the following requirements: (1) the agreement shall provide that within five business days after the financial institution's long-term unsecured credit rating has been withdrawn, suspended, other than because of general withdrawal or suspension by Moody's or S&P from the practice of rating that debt, or reduced below "AA-" by S&P or below "Aa3" by Moody's (these events are called "rating downgrades") the financial institution shall give notice to the Authority and, within the five-day period, and for as long as the rating downgrade is in effect, shall deliver in the name of the Authority or the Fiscal Agent to the Authority or the Fiscal Agent Federal Securities allowed as investments under subdivision (a) of this definition of Permitted Investments with aggregate current market value equal to at least 105 percent of the principal amount of the investment agreement invested with the financial institution at that time, and shall deliver additional allowed federal securities as needed to maintain an aggregate current market value equal to at least 105 percent of the principal amount of the investment agreement within three days after each evaluation date, which shall be at least weekly, and (2) the agreement shall provide that, if the financial institution's long-term unsecured credit rating is reduced below "AY' by Moody's or below "A-" by S&P, the Fiscal Agent or the Authority may, upon not more than five business days' written notice to the financial 0 institution, withdraw the investment agreement, with accrued but unpaid interest thereon to the date, and terminate the agreement. (g) The Local Agency Investment Fund of the State of California. (h) Investments in a money market fund (including any funds of the Fiscal Agent or its affiliates and including any funds for which the Fiscal Agent or its affiliates provides investment advisory or other management services) rated in the highest rating category (without regard to plus (+) or minus (-) designations) by Moody's or S&P. (i) Any other lawful investment for City funds. "Principal Office" means the corporate trust office of the Fiscal Agent set forth in Section 9.06, except for the purpose of maintenance of the registration books and presentation of Bonds for payment, transfer or exchange, such term shall mean the office at which the Fiscal Agent conducts its corporate agency business, or such other or additional offices as may be designated by the Fiscal Agent. "Project" means the facilities eligible to be funded by the District, as more particularly described in the Resolution of Formation. "Rate and Method of Apportionment of Special Taxes" means the rate and method of apportionment of special taxes for the District, as approved pursuant to the Resolution of Formation, and as it may be modified from time to time in accordance with the Act. "Record Date" means the fifteenth day of the month next preceding the month of the applicable Interest Payment Date, whether or not such day is a Business Day. "Refunding Bonds" means bonds issued by the Authority for the District the net proceeds of which are used to refund all or a portion of the then Outstanding Bonds; provided that the Debt Service on the Refunding Bonds in any Bond Year is not in excess of the Debt Service on the Bonds being refunded and the final maturity of the Refunding Bonds is not later than the final maturity of the Bonds being refunded. "Reserve Fund" means the fund by that name established pursuant to Section 4.04(A) hereof. "Reserve Requirement" means, as of any date of calculation, an amount equal to the least of (i) the then Maximum Annual Debt Service, (ii) one hundred twenty-five percent (125%) of the then average Annual Debt Service, or (iii) ten percent (10%) of the sum of the principal amount of the then Outstanding Current Interest Bonds and the principal amount of the then Outstanding Capital Appreciation Bonds. The Reserve Requirement as of the Effective Date is $ "Resolution No. 17-01" means Resolution No. TPFA 17-01, adopted by the Board of Directors of the Authority on January 24, 2017. "Resolution No. 23- it means Resolution No. TPFA 23- adopted by the Board of Directors of the Authority on February 14, 2023. "Resolution of Formation" means Resolution No. TPFA 16-04, adopted by the Board of Directors of the Authority on April 26, 2016. "S&P" means S&P Global Ratings, and any successor thereto. -10- "Securities Depositories" means The Depository Trust Company, 55 Water Street, New York, New York 10041-0099, Fax (212) 855-7232; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and / or such other securities depositories as the Authority may designate in an Officer's Certificate delivered to the Fiscal Agent. "Special Tax A" shall have the meaning given such term in the Rate and Method of Apportionment of Special Taxes. "Special Tax B" shall have the meaning given such term in the Rate and Method of Apportionment of Special Taxes. "Special Tax Fund" means the fund by that name established by Section 4.06(A) hereof. "Special Tax Prepayments" means the proceeds of any prepayments of Special Tax A received by the Authority, as calculated pursuant to the Rate and Method of Apportionment of the Special Taxes, less any administrative fees or penalties collected as part of any such prepayment. "Special Tax Prepayments Account" means the account by that name established within the Bond Fund by Section 4.05(A) hereof. "Special Tax Revenues" means the proceeds of the Special Taxes received by the Authority, including any scheduled payments and any prepayments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien and interest thereon. "Special Tax Revenues" does not include any penalties collected in connection with delinquent Special Taxes, which amounts may be deposited to the Administrative Expense Fund or otherwise disposed of as determined by the Treasurer consistent with any applicable provisions of the Act. "Special Taxes" means the Special Tax A levied within the District pursuant to the Act, the Ordinance, the Rate and Method of Apportionment of Special Taxes and this Agreement. "Supplemental Agreement" means an agreement the execution of which is authorized by a resolution which has been duly adopted by the Authority under the Act and which agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized hereunder. "Tax Consultant" means any independent financial or tax consultant retained by the Authority or the City for the purpose of computing the Special Taxes. "Treasurer" means the Treasurer of the Authority or such other officer or employee of the Authority performing the functions of the chief financial officer of the Authority. "2017 Account" means the account by that name within the Improvement Fund, created by and held by the Fiscal Agent pursuant to Section 4.02(A) hereof. "2017 Bonds" means the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) 2017 Special Tax Bonds Outstanding under this Agreement. -11- "2023 Account" means the account by that name within the Improvement Fund, created by and held by the Fiscal Agent pursuant to Section 4.02(A) hereof. "2023 Bonds" means, collectively, the 2023A Bonds and the 2023B Bonds. "2023A Bonds" means the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 1) Special Tax Bonds, Series 2023A Outstanding under this Agreement. "2023B Bonds" means the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 1) Special Tax Bonds, Capital Appreciation Series 2023B Outstanding under this Agreement. -12- ARTICLE II THE BONDS Section 2.01. Principal Amount; Designation. 2017 Bonds in the aggregate principal amount of Forty -Two Million Eight Hundred Fifteen Thousand Dollars ($42,815,000) were authorized to be issued as Current Interest Bonds by the Authority for and on behalf of the District under and subject to the terms of Resolution No. 17-01 and Original Fiscal Agent Agreement, the Act and other applicable laws of the State of California. The 2017 Bonds were designated and remain designated the "Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) 2017 Special Tax Bonds." 2023A Bonds in the aggregate principal amount of Million Thousand Dollars ($ ) are hereby authorized to be issued as Current Interest Bonds by the Authority for and on behalf of the District under and subject to Resolution No. 22- and this Agreement, the Act and other applicable laws of the State of California. The 2002A Bonds are hereby designated the "Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 1) Special Tax Bonds, Series 2023A." 2023B Bonds in the aggregate principal amount of Million Thousand Dollars ($ ) ($ aggregate Maturity Value) are hereby authorized to be issued as Capital Appreciation Bonds by the Authority for and on behalf of the District under and subject to Resolution No. 22- and this Agreement, the Act and other applicable laws of the State of California. The 2002A Bonds are hereby designated the "Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 1) Special Tax Bonds, Capital Appreciation Series 2023B." Section 2.02. Terms of the 2017 Bonds and the 2023 Bonds. (A) Form; Denominations. The 2017 Bonds and the 2023 Bonds shall be issued in fully registered form without coupons in Authorized Denominations. (B) Date of 2017 Bonds. The 2017 Bonds shall be dated the Closing Date for the 2017 Bonds and the 2023 Bonds shall be dated the Closing Date for the 2023 Bonds. (C) CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted on the 2017 Bonds and on the 2023 Bonds, but such numbers shall not constitute a part of the contract evidenced by the 2017 Bonds or the 2023 Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the 2017 Bonds or the 2023 Bonds. In addition, failure on the part of the Authority or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the Authority's contract with such Owners and shall not impair the effectiveness of any such notice. (D) Maturities, Interest Rates. The 2017 Bonds shall mature and become payable on September 1 in each of the years, and shall bear interest at the rates per annum as follows: -13- Maturity Date (September 1) Principal Amount Interest Rate 2027 $ 7,280,000 5.500% 2032 5,410,000 5.750 2037 7,215,000 6.125 2047 22,910,000 6.250 The 2023A Bonds shall mature and become payable on September 1 in each of the years, and shall bear interest at the rates per annum as follows: Maturity Date (September 1) Principal Amount Interest Rate The 2023B Bonds shall mature on September 1, 2053. Interest on the 2023B Bonds shall compound on each Interest Payment Date at the Accretion Rate of % per annum. The Accreted Value of the 2023B Bonds as of any Interest Payment Date shall be determined by the Table of Accreted Values set forth in Exhibit D hereto, and the Accreted Value of the 2023B Bonds as of any other date shall be determined as set forth in the definition "Accreted Value" in Section 1.03. (E) Interest. The Current Interest Bonds shall bear interest at the respective rates for the 2017 Bonds and the 2023A Bonds set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each Current Interest Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from its respective Closing Date; provided, however, that if at the time of authentication of a 2017 Bond or a 2023B Bond, interest is in default thereon, such Current Interest Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. Interest on the 2023B Bonds shall compound on each Interest Payment Date at the Accretion Rate for such Bonds set forth in Section 2.02(D), and shall be payable only at the maturity of the 2023B Bonds or upon prior redemption thereof. (F) Method of Payment. Interest on the Current Interest Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on the Interest Payment Dates by first class mail to the registered Owner thereof at such registered Owner's address as it appears on the Bond Register maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer (i) to the Depository (so long as the Bonds are in book -entry form pursuant to Section 2.13), or (ii) to an account within the United States made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds received before the applicable Record Date, which instructions shall continue in effect until revoked in writing, or until such Bonds are transferred to a new Owner. The principal of the Current Interest Bonds and the Accreted Value of the Capital Appreciation Bonds and any premium on the Bonds -14- are payable by check in lawful money of the United States of America upon surrender of the Bonds at the Principal Office of the Fiscal Agent. All Bonds paid by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and issue a certificate of destruction thereof to the Authority upon the Authority's request. Section 2.03. Redemption (A) Redemption Dates. (i) Optional Redemption. The 2017 Bonds maturing on or after September 1, 2028 are subject to optional redemption prior to their stated maturity on any Interest Payment Date occurring on or after September 1, 2027, as a whole, or in part in an amount equal to $5,000 or any integral multiple thereof and among maturities so as to maintain substantially level Debt Service on the Bonds, and by lot within a maturity, at a redemption price equal to the principal amount of the 2017 Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium. The 2023A Bonds maturing on or after September 1, are subject to optional redemption prior to their stated maturity on any Interest Payment Date occurring on or after September 1, as a whole, or in part in an amount equal to $5,000 or any integral multiple thereof and among maturities so as to maintain substantially level Debt Service on the Bonds, and by lot within a maturity, at a redemption price equal to the principal amount of the 2023A Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium. The 2023B Bonds are subject to optional redemption prior to their stated maturity on any Interest Payment Date occurring on or after September 1, , as a whole, or in part in amounts of $5,000 Maturity Value or any integral multiple thereof among maturities so as to maintain substantially level Debt Service on the Bonds, and by lot within a maturity, at a redemption price equal to the then Accreted Value of the 2023B Bonds to be redeemed, without premium. (ii) Mandatory Sinking Payment Redemption. The 2017 Bonds maturing on September 1, 2027, are subject to mandatory sinking payment redemption in part on September 1, 2018, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (September 1) Sinking Payments 2018 $565,000 2019 595,000 2020 630,000 2021 665,000 2022 700,000 2023 740,000 2024 780,000 2025 820,000 2026 870,000 2027 (maturity) 915,000 The 2017 Bonds maturing on September 1, 2032, are subject to mandatory sinking payment redemption in part on September 1, 2028, and on each September 1 thereafter to -15- maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (September 1) Sinking Payments 2028 $ 965,000 2029 1,020,000 2030 1,080,000 2031 1,140,000 2032 (maturity) 1,205,000 The 2017 Bonds maturing on September 1, 2037, are subject to mandatory sinking payment redemption in part on September 1, 2033, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (September 1) Sinking Pam 2033 $1,275,000 2034 1,355,000 2035 1,440,000 2036 1,525,000 2037 (maturity) 1,620,000 The 2017 Bonds maturing on September 1, 2047, are subject to mandatory sinking payment redemption in part on September 1, 2038, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (September 1) Sinking Payments 2038 $1,720,000 2039 1,825,000 2040 1,940,000 2041 2,060,000 2042 2,190,000 2043 2,325,000 2044 2,470,000 2045 2,625,000 2046 2,790,000 2047 (maturity) 2,965,000 The amounts in the four foregoing tables shall be reduced to the extent practicable so as to maintain level Debt Service on the Bonds, as a result of any prior partial redemption of the 2017 Bonds pursuant to Section 2.03(A)(i) above or Section 2.03(A)(iii) below, as specified in writing by the Treasurer to the Fiscal Agent. The 2023A Bonds maturing on September 1, are subject to mandatory sinking payment redemption in part on September 1, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be -16- redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (September 1) Sinking Payments The amounts in the foregoing table shall be reduced to the extent practicable so as to maintain the substantially level Debt Service on the Bonds, as a result of any prior partial redemption of the 2023A Bonds pursuant to Section 2.03(A)(i) above or Section 2.03(A)(iii) below, as specified in writing by the Treasurer to the Fiscal Agent. The 2023B Bonds are subject to mandatory sinking payment redemption in part on September 1, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the then Accreted Value thereof to be redeemed, without premium, from sinking payments as follows: Redemption Date Accreted Value of (September 1) Sinking Payments The amounts in the foregoing table shall be reduced to the extent practicable so as to maintain the substantially level Debt Service on the Bonds, as a result of any prior partial redemption of the 2023B Bonds pursuant to Section 2.03(A)(i) above or Section 2.03(A)(iii) below, as specified in writing by the Treasurer to the Fiscal Agent. (iii) Redemption From Special Tax Prepayments. Special Tax Prepayments and any corresponding transfers from the Reserve Fund pursuant to Section 4.05(B)(ii) and Section 4.04(F), respectively, shall be used to redeem 2017 Bonds and 2023 Bonds in whole, or in part in an amount equal to $5,000 ($5,000 Maturity Value with respect to the 2023B Bonds) or any integral multiple thereof, on the next March 1 or September 1 for which notice of redemption can timely be given under Section 2.03(D), by lot within a maturity and allocated among series and maturities of the 2017 Bonds, the 2023A Bonds and the 2023B Bonds so as to maintain substantially level Debt Service on the Bonds, at a redemption price (expressed as a percentage of the principal amount of the Current Interest Bonds or the Accreted Value as of the redemption date of the 2023B Bonds, as applicable, to be redeemed), as set forth below, together with in the case of the 2017 Bonds and the 2023A Bonds accrued interest to the date fixed for redemption: Redemption Dates Redemption Prices any March 1 or September 1 from September 1, 2023 to and including March 1, 2025 1037o September 1, 2025 and March 1, 2026 102 September 1, 2026 and March 1, 2027 101 September 1, 2027 and any March 1 or September 1 100 thereafter (B) Notice to Fiscal Agent. The Authority shall give the Fiscal Agent written notice of its intention to redeem 2017 Bonds or 2023 Bonds pursuant to subsection (A)(i) or (A)(iii) not less -17- than forty-five (45) days prior to the applicable redemption date, or such lesser number of days as the Fiscal Agent shall allow. (C) Purchase of Bonds in Lieu of Redemption. In lieu of redemption under Section 2.03(A), moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2017 Bonds or 2023 Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate requesting such purchase prior to the selection of 2017 Bonds or 2023 Bonds for redemption, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer's Certificate may provide, but (i) in no event may 2017 Bonds or 2023A Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase and any premium which would otherwise be due if such 2017 Bonds or 2023A Bonds were to be redeemed in accordance with this Agreement, and (ii) in no event may 2023B Bonds be purchased at a price in excess of the Accreted Value thereof as of the date of purchase. Bonds so purchased will be cancelled by the Fiscal Agent and the Authority shall receive a credit against the next regularly scheduled redemption of Bonds under Section 2.03(A) in the amount of the principal or Accreted Value, as applicable, of the Bonds so purchased. (D) Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, or by such other means as is acceptable to the recipient thereof, at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption, to the Securities Depositories, to one or more Information Services (or by such other means as permitted by such services), and to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond Register; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds of a series are to be called for redemption, shall designate the CUSIP numbers and, if applicable, Bond numbers of the Bonds to be redeemed by giving the individual CUSIP number and, if applicable, Bond number of each Bond to be redeemed or if Bond numbers have been assigned by the Fiscal Agent to the Bonds shall state that all Bonds of a series between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities of a series have been called for redemption, shall state as to any Bond called in part the Accreted Value and Maturity Value thereof, as applicable, to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such Bonds will not accrue or accrete, as applicable, from and after the redemption date. Notwithstanding the foregoing, in the case of any redemption of the Bonds under Section 2.03(A)(i) above, the notice of redemption may state that the redemption is conditioned upon receipt by the Fiscal Agent of sufficient moneys to redeem the Bonds on the anticipated redemption date, and that the redemption shall not occur if by no later than the scheduled redemption date sufficient moneys to redeem the Bonds have not been deposited with the Fiscal Agent. In the event that the Fiscal Agent does not receive sufficient funds by the scheduled redemption date to so redeem the Bonds to be redeemed, the Fiscal Agent shall send written notice to the owners of the Bonds, to the Securities Depositories and to one or more of the Information Services to the effect that the redemption did not occur as anticipated, and the Bonds for which notice of redemption was given shall remain Outstanding for all purposes of this Agreement. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number -18- identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. Whenever provision is made in this Agreement for the redemption of less than all of the Bonds of a series (other than a redemption pursuant to Section 2.03(A)(ii)), the Fiscal Agent shall select the Bonds of such series to be redeemed, from all Bonds of such series or such given portion thereof not previously called for redemption, among maturities as directed in writing by the Treasurer (who shall specify Bonds to be redeemed so as to maintain substantially level Debt Service on the Bonds), and by lot within a maturity of a series in any manner which the Fiscal Agent deems appropriate. Upon surrender of Bonds redeemed in part only, the Authority shall execute and the Fiscal Agent shall authenticate and deliver to the Owner, at the expense of the Authority, a new Bond or Bonds, of the same series and maturity, of Authorized Denominations in aggregate Maturity Value equal to the unredeemed portion of the Bond or Bonds. (E) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, or Accreted Value of, as applicable, the Bonds so called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice. (F) Redemption of Parity Bonds. Redemption provisions, if any, pertaining to any Parity Bonds shall be set forth in the Supplemental Agreement providing for such Parity Bonds. Section 2.04. Form of Bonds. The 2017 Bonds, the form of Fiscal Agent's certificate of authentication and the form of assignment to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, Resolution No. 17-01 and the Act. The 2023A Bonds, the form of Fiscal Agent's certificate of authentication and the form of assignment to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit B attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, Resolution No. 23- and the Act. The 2023B Bonds, the form of Fiscal Agent's certificate of authentication and the form of assignment to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit C attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, Resolution No. 23- and the Act. Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the Authority by the manual or facsimile signatures of the Chair of the Board of Directors of the Authority and the Secretary of the Authority. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the Owner. Any Bond may be signed and attested on behalf of the Authority by such persons as at the actual date of the execution of such Bond shall be the proper officers of the Authority although at the nominal date of such Bond any such person shall not have been such officer of the Authority. -19- Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, Exhibit B or Exhibit Q as applicable, executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered hereunder have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Agreement. Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred in Authorized Denominations, upon the Bond Register by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form acceptable to the Fiscal Agent. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the Authority. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer. Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds of the same series and maturity, for a like aggregate Maturity Value of Authorized Denomination(s). No transfers of Bonds shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the succeeding Interest Payment Date. Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate Maturity Value of Bonds of Authorized Denominations and of the same series and maturity. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such exchange shall be paid by the Authority. The Fiscal Agent shall collect from the Owner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange. No exchanges of Bonds shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the succeeding Interest Payment Date. Section 2.08. Bond Register. The Fiscal Agent will keep or cause to be kept, at its Principal Office sufficient books for the registration and transfer of the Bonds, which books shall show the series number, date, Maturity Value, rate of interest or accretion, as applicable, and last known Owner of each Bond and shall at all times be open to inspection by the Authority during regular business hours upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds as hereinbefore provided. The Authority and the Fiscal Agent will treat the Owner of any Bond whose name appears on the Bond Register as the absolute Owner of such Bond for any and all purposes, and the Authority and the Fiscal Agent shall not be affected by any notice to the contrary. The Authority and the Fiscal Agent may rely on the address of the Bondowner as it appears in the Bond Register for any and all purposes. Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be -20- printed, lithographed or typewritten, shall be of such Authorized Denominations as may be determined by the Authority, and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Bond shall be executed by the Authority upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate Maturity Value of definitive Bonds of Authorized Denominations of each series of the Bonds. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Agreement as definitive Bonds authenticated and delivered hereunder. Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like series, maturity and Maturity Value in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled by it and destroyed by the Fiscal Agent who shall deliver a certificate of destruction thereof to the Authority. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to the Fiscal Agent and indemnity for the Authority and the Fiscal Agent satisfactory to the Fiscal Agent shall be given, the Authority, at the expense of the Owner, shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like series, maturity and Maturity Value in lieu of and in substitution for the Bond so lost, destroyed or stolen. The Authority may require payment of a sum not exceeding the actual cost of preparing each new Bond delivered under this Section and of the expenses which may be incurred by the Authority and the Fiscal Agent for the preparation, execution, authentication and delivery. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement. Section 2.11. Limited Obligation. All obligations of the Authority under this Agreement and the Bonds shall be special obligations of the Authority, payable solely from the Special Tax Revenues and the funds pledged therefore hereunder. Neither the faith and credit nor the taxing power of the Authority (except with respect to the levy of Special Taxes in the District, to the limited extent set forth herein) or the State of California or any political subdivision thereof is pledged to the payment of the Bonds. The City has no obligations whatsoever under this Agreement or otherwise with respect to the Bonds. Section 2.12. No Acceleration. The principal or Accreted Value, as applicable, of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section shall in any way prohibit the redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this Agreement under Section 9.03 hereof. Section 2.13. Book -Entry System. DTC shall act as the initial Depository for the 2017 Bonds and the 2023 Bonds. One Bond for each maturity of each series of the 2017 Bonds, the 2023A Bonds and the 2023B Bonds shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (in print or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the -21- Bond Register in the name of Cede & Co., as nominee of DTC or such nominee as DTC shall appoint in writing. The representatives of the Authority and the Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds for the Depository's book -entry system, including the execution of the Depository's required representation letter. With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, neither the Authority nor the Fiscal Agent shall have any responsibility or obligation to any broker -dealer, bank, or other financial institution for which DTC holds Bonds as Depository from time to time (the "DTC Participants") or to any person for which a DTC Participant acquires an interest in the Bonds (the "Beneficial Owners"). Without limiting the immediately preceding sentence, neither the Authority nor the Fiscal Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the Authority elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any amount with respect to the principal of or interest on the Bonds, or (v) any consent given or other action taken by the Depository as Owner of the Bonds. Except as set forth above, the Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on, or Accreted Value of, such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall pay all principal of and interest on, or Accreted Value of, the Bonds only to or upon the order of the Owners as shown on the Bond Register, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on, or Accreted Value of, the Bonds to the extent of the amounts so paid. No person other than an Owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to "Cede & Co." in this Section 2.13 shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Fiscal Agent during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The Authority may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book -entry transfers through DTC is not in the best interest of the Beneficial Owners, and the Authority shall mail notice of such termination to the Fiscal Agent. Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the Authority determines that it is in the best interest of the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, the Bonds shall no longer be restricted to being registered in -22- the Bond Register in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners shall designate at that time, in accordance with Section 2.06. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Bonds will be delivered to such Beneficial Owners as soon as practicable. Section 2.14. Issuance of Parity Bonds. The Authority may issue one or more series of Parity Bonds, in addition to the 2017 Bonds and the 2023 Bonds, by means of a Supplemental Agreement and without the consent of any Bondowners, upon compliance with the provisions of this Section 2.14. Only bonds that comply with the requirements of this Section 2.14 shall be Parity Bonds, and such Parity Bonds shall constitute Bonds hereunder and shall be secured by a lien on the Special Tax Revenues and funds pledged for the payment of the Bonds hereunder on a parity with all other Bonds Outstanding hereunder. The Authority may issue Parity Bonds subject to the following specific conditions precedent: (A) Current Compliance. The Authority shall be in compliance in all material respects on the date of issuance of the Parity Bonds with all covenants set forth in this Agreement and all Supplemental Agreements, and the principal amount of the Parity Bonds shall not cause the Authority to exceed the maximum authorized indebtedness of the District under the provisions of the Act. (B) Payment Dates. The Supplemental Agreement providing for the issuance of such Parity Bonds shall provide that interest thereon shall be payable on March 1 and September 1, and principal or Accreted Value thereof, as applicable, shall be payable on September 1 in any year in which principal is payable (provided that there shall be no requirement that any Parity Bonds pay interest on a current basis). (C) Funds and Accounts; Reserve Fund Deposit. The Supplemental Agreement providing for the issuance of such Parity Bonds may provide for the establishment of separate funds and accounts, and shall provide for a deposit to the Reserve Fund (or to a separate account created for such purpose) in an amount necessary so that the amount on deposit in the Reserve Fund (together with the amount in any such separate account), following the issuance of such Parity Bonds, is at least equal to the Reserve Requirement. (D) Refunding Bonds. The Parity Bonds must be Refunding Bonds. (E) Officer's Certificate. The Authority shall deliver to the Fiscal Agent an Officer's Certificate certifying that the conditions precedent to the issuance of such Parity Bonds set forth in subsections (A), (B), (C) and (D) of this Section 2.14 have been satisfied. In delivering such Officer's Certificate, the Authorized Officer that executes the same may conclusively rely upon such certificates of the Fiscal Agent and others selected with due care, without the need for independent inquiry or certification. Nothing in this Section 2.14 shall prohibit the Authority from issuing bonds or otherwise incurring debt secured by a pledge of Special Tax Revenues subordinate to the pledge thereof under Section 3.02 of this Agreement. -23- ARTICLE III ISSUANCE OF 2017 BONDS AND 2023 BONDS Section 3.01. Issuance and Delivery of 2017 Bonds and 2023 Bonds. The 2017 Bonds were issued by the Authority for the District on the Closing Date for the 2017 Bonds in the aggregate principal amount of $42,815,000 ($39,260,000 principal amount of which were outstanding as of the Closing Date for the 2023 Bonds). At any time after the execution of this Agreement, the Authority may issue the 2023A Bonds and the 2023B Bonds for the District in the respective aggregate principal amounts set forth in Section 2.01 and deliver the 2023 Bonds to the Original Purchaser. The Authorized Officers of the Authority are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the 2023 Bonds in accordance with the provisions of the Act, Resolution No. 23- and this Agreement, to authorize the payment of Costs of Issuance from the proceeds of the 2023 Bonds, to authorize withdrawals from the 2017 Account and from the 2023 Account of the Improvement Fund, and to do and cause to be done any and all acts and things necessary or convenient for delivery of the 2023 Bonds to the Original Purchaser. Section 3.02. Pledge of Special Tax Revenues. The Bonds shall be secured by a first pledge of all of the Special Tax Revenues (other than the Special Tax Revenues to be deposited to the Administrative Expense Fund pursuant to clause (i) of the second paragraph of Section 4.06(A)) and all moneys deposited in the Bond Fund (including the Special Tax Prepayments Account and the Capitalized Interest Account therein), the Reserve Fund and, until disbursed as provided herein, in the Special Tax Fund. The Special Tax Revenues and all moneys deposited into said funds (except as otherwise provided herein) are hereby dedicated to the payment of the principal of, and interest and any premium on, the Bonds as provided herein and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section 9.03. Amounts in the Administrative Expense Fund, the 2017 Account or the 2023 Account of the Improvement Fund, the Costs of Issuance Fund, and the Special Tax Revenues to be deposited to the Administrative Expense Fund pursuant to clause (i) of the second paragraph of Section 4.06(A), are not pledged to the repayment of the Bonds. The Project is not in any way pledged to pay the Debt Service on the Bonds. Any proceeds of condemnation or destruction of any portion of the Project are not pledged to pay the Debt Service on the Bonds and are free and clear of any lien or obligation imposed hereunder. Section 3.03. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be dependent upon the performance by any person of such persons obligation(s) with respect to the Project. -24- ARTICLE IV FUNDS AND ACCOUNTS Section 4.01. Application of Funds. (A) On the Effective Date, the Fiscal Agent shall transfer all monies in each of the following funds and accounts held by it under the Original Fiscal Agent Agreement to the following funds and accounts established and held by it under this Agreement: (i) from the special tax fund to the Special Tax Fund; (ii) from the bond fund to the Special Tax Fund; (iii) from the prepayment account to the Prepayment Account of the Bond Fund; (iv) from the reserve fund to the Reserve Fund; and (v) from the improvement fund to the 2017 Account of the Improvement Fund. (B) The proceeds of the purchase of the 2023A Bonds by the Original Purchaser (being $ ) shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such proceeds on the Closing Date as follows: (i) deposit $ in the Costs of Issuance Fund; (ii) deposit $ in the Reserve Fund; (iii) deposit $ in the 2023 Account of the Improvement Fund; and (iv) deposit $ in the Capitalized Interest Account of the Bond Fund. (C) The proceeds of the purchase of the 2023B Bonds by the Original Purchaser (being $ ) shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such proceeds on the Closing Date as follows: (i) deposit $ in the Costs of Issuance Fund; (ii) deposit $ in the Reserve Fund; and (iii) deposit $ in the 2023 Account of the Improvement Fund. (D) The Fiscal Agent may establish a temporary fund or account in its records to facilitate any of the deposits or transfers referred to in this Section 4.01. Section 4.02. Improvement Fund (A) Establishment of Improvement Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Improvement Fund (the "Improvement Fund"), and within the Improvement Fund a 2017 Account and a 2023 Account. A deposit shall be made to the 2017 Account as provided in Section 4.01(A)(v). Deposits shall be made to the 2023 Account -25- as required by Section 4.01(B)(iii) and (C)(iii), and clause (iv) of the second paragraph of Section 4.06(A). Moneys in the 2017 Account and in the 2023 Account of the Improvement Fund shall be held by the Fiscal Agent for the benefit of the Authority, and shall be disbursed for the payment or reimbursement of costs of the Project. (B) Procedure for Disbursement. Disbursements from the 2017 Account and in the 2023 Account of the Improvement Fund shall be made by the Fiscal Agent upon receipt of an Officer's Certificate, which shall: (a) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made (which shall be for a Project cost), that the disbursement is a proper expenditure from the Improvement Fund, and the person to which the disbursement is to be paid; and (b) certify that no portion of the amount then being requested to be disbursed was set forth in any Officer's Certificate previously filed requesting a disbursement. In making disbursements from the 2017 Account and the 2023 Account of the Improvement Fund, the Fiscal Agent first shall use $ [5% of net proceeds of 2023 Bonds] of the amount in the 2023 Account, second shall use amounts in the 2017 Account, and when all amounts have been withdrawn from the 2017 Account, third from the 2023 Account. Each such Officer's Certificate or other certificate submitted to the Fiscal Agent as described in this Section 4.02(B) shall be sufficient evidence to the Fiscal Agent of the facts stated therein, and the Fiscal Agent shall have no duty to confirm the accuracy of such facts. (C) Investment. Moneys in the 2017 Account and the 2023 Account of the Improvement Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits from the investment and deposit of amounts in the 2017 Account and the 2023 Account of the Improvement Fund shall be retained in the respective account of the Improvement Fund, to be used for the purposes of such account. (D) Closing of Improvement Fund. Upon receipt by the Fiscal Agent of an Officer's Certificate stating that the Project has been completed and that all costs of the Project have been paid, or that any such costs are not required to be paid from the Improvement Fund, the Fiscal Agent shall transfer the amount, if any, remaining in the 2017 Account and the 2023 Account of the Improvement Fund to the Bond Fund to be used to pay Debt Service on the Bonds on the next Interest Payment Date, and when no amounts remain on deposit in the accounts within the Improvement Fund, the Improvement Fund shall be closed. Section 4.03. Costs of Issuance Fund. (A) Establishment of Costs of Issuance Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) 2023 Costs of Issuance Fund (the "Costs of Issuance Fund"), to the credit of which deposits shall be made as required by Section 4.01(B)(i) and (C)(i). Moneys in the Costs of Issuance Fund shall be held by the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of Costs of Issuance. (B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance, as set forth in a requisition containing respective amounts to be paid to the designated payees, signed by the Treasurer and delivered to the Fiscal Agent on the Closing Date, or otherwise in an Officer's Certificate delivered to the Fiscal Agent after the Closing Date. The Fiscal Agent shall pay all Costs of Issuance after receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee pursuant to an Officer's Certificate requesting payment of Costs of Issuance. The Fiscal Agent shall maintain the Costs of Issuance Fund for a period of 90 days -26- from the date of delivery of the 2023 Bonds and then shall transfer any moneys remaining therein, including any investment earnings thereon, to the Treasurer for deposit by the Treasurer in the Administrative Expense Fund. (C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes of such fund. Section 4.04. Reserve Fund. (A) Establishment of Fund. There is hereby established as a separate fund to be held by the Fiscal Agent the Temecula Public Financing Authority Community Facilities District No. 16- 01(Roripaugh Ranch Phase 2) Reserve Fund (the "Reserve Fund"), to the credit of which a deposit shall be made as required by Section 4.01(A)(iv), (B)(ii) and (C)(ii), which in the aggregate equal to the Reserve Requirement as of the Closing Date for the 2023 Bonds, and deposits shall be made as provided in clause (ii) of the second paragraph of Section 4.06(A) and clause (ii) of Section 4.06(B). Moneys in the Reserve Fund shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds as a reserve for the payment of principal of, and interest and any premium on the Current Interest Bonds, and the Accreted Value of and any premium on the Capital Appreciation Bonds, and shall be subject to a lien in favor of the Owners of the Bonds. (B) Use of Reserve Fund. Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the amount then required for payment of the principal of, and interest and any premium on Current Interest Bonds, and the Accreted Value of and any premium on the Capital Appreciation Bonds or, in accordance with the provisions of this Section, for the purpose of redeeming Bonds from the Bond Fund. (C) Transfer Due to Deficiency in Bond Fund. Whenever transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent shall provide written notice thereof to the Treasurer, specifying the amount withdrawn. (D) Transfer of Excess of Reserve Requirement. Whenever, on the Business Day prior to any September 1 occurring on or after September 1, 2023, or on any other date at the request of the Treasurer, the amount in the Reserve Fund exceeds the Reserve Requirement, the Fiscal Agent shall provide written notice to the Treasurer of the amount of the excess and shall transfer an amount equal to the excess from the Reserve Fund to the Bond Fund to be used for the payment of Debt Service on the Bonds on the next Interest Payment Date in accordance with Section 4.05. (E) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund equals or exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to or Accreted Value as of the date of payment or redemption, as applicable, and premium, if any, due upon redemption, the Fiscal Agent shall upon the written direction of the Treasurer transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date to the payment and redemption, in accordance with Section 2.03 and 4.05, as applicable, of all of the Outstanding Bonds. In the event that the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund shall be transferred to the Authority to be used for any lawful purpose under the Act. -27- Notwithstanding the foregoing, no amounts shall be transferred from the Reserve Fund pursuant to this Section 4.04(E) until after (i) the calculation of any amounts due to the federal government pursuant to Section 5.13 following payment of the Bonds and withdrawal of any such amount from the Reserve Fund for purposes of making such payment to the federal government, and (ii) payment of any fees and expenses due to the Fiscal Agent. (F) Transfer Upon Special Tax Prepayment. Whenever Special Taxes are prepaid and Bonds are to be redeemed with the proceeds of such prepayment pursuant to Section 2.03(A)(iii) and 4.05(B)(ii), funds in the Reserve Fund in the amount of any applicable "Reserve Fund Credit," as such term is defined in and otherwise determined in accordance with Section H of the Rate and Method of Apportionment of Special Taxes, shall be transferred on the Business Day prior to the redemption date by the Fiscal Agent to the Bond Fund to be applied to the redemption of the Bonds pursuant to Section 2.03(A)(iii). The Treasurer shall deliver to the Fiscal Agent an Officer's Certificate specifying any amount to be so transferred, and the Fiscal Agent may rely on any such Officer's Certificate. (G) Transfer to Pay Rebate. Amounts in the Reserve Fund shall be withdrawn, at the written request of an Authorized Officer, for purposes of paying any rebate liability under Section 5.13. (H) Investment. Moneys in the Reserve Fund shall be invested in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the Reserve Fund to be used for the purposes of such fund, including any of the purposes specified in this Section 4.04. Section 4.05. Bond Fund. (A) Establishment of Bond Fund, Special Tax Prepayments Account and Capitalized Interest Account. There is hereby established as a separate fund to be held by the Fiscal Agent, the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Bond Fund (the "Bond Fund"), to the credit of which deposits shall be made as required by Section 4.02(D), Section 4.04, clause (ii) of the second paragraph of Section 4.06(A) and Section 4.06(B), and any other amounts required to be deposited therein by this Agreement or the Act. There is also hereby created in the Bond Fund a separate account held by the Fiscal Agent, the Special Tax Prepayments Account, to the credit of which deposits shall be made as provided in Section 4.01(A)(iii) and in clause (iii) of the second paragraph of Section 4.06(A). There is also hereby created in the Bond Fund, a separate account held by the Fiscal Agent, the Capitalized Interest Account, to the credit of which a deposit shall be made as provided in Section 4.01(B)(iv). Moneys in the Bond Fund and the accounts therein shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of and interest, or Accreted Value, as applicable, and any premium on, the Bonds as provided below, and, pending such disbursement, shall be subject to a lien in favor of the Owners of the Bonds. Notwithstanding the foregoing, amounts in the Bond Fund may be used for the purposes set forth in Section 2.03(C). (B) Disbursements. (i) Bond Fund Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the Bonds the principal, and interest and any premium, then due and payable on the Current Interest Bonds and the Accreted Value of and any premium on Capital Appreciation Bonds, including any amounts due on the Bonds by reason of the sinking payments set forth in Section 2.03(A)(ii), or a redemption of the Bonds required by Section 2.03(A)(i) or -28- (iii), such payments to be made in the priority listed in the second succeeding paragraph. Notwithstanding the foregoing, (a) amounts in the Bond Fund as a result of a transfer pursuant to Section 4.02(D) shall be used to pay the principal of and interest on or Accreted Value of, as applicable, the Bonds prior to the use of any other amounts in the Bond Fund for such purpose; and (b) amounts in the Bond Fund as a result of a transfer pursuant to clause (ii) of the second paragraph of Section 4.06(A) shall be immediately disbursed by the Fiscal Agent to pay past due amounts owing on the Bonds. In the event that amounts in the Bond Fund are insufficient for the purposes set forth in the preceding paragraph, the Fiscal Agent shall withdraw from the Reserve Fund to the extent of any funds therein amounts to cover the amount of such Bond Fund insufficiency. Amounts so withdrawn from the Reserve Fund shall be deposited in the Bond Fund. If, after the foregoing transfers, there are insufficient funds in the Bond Fund to make the payments provided for in the first sentence of the first paragraph of this Section 4.05(B)(i), the Fiscal Agent shall apply the available funds first to the payment of interest on the Current Interest Bonds, then to the payment of principal or Accreted Value due on the Bonds other than by reason of sinking payments, and then to payment of principal or Accreted Value due on the Bonds by reason of sinking payments. Each such payment shall be made ratably to the Owners of the Bonds based on the then Outstanding principal amount of the Bonds, if there are insufficient funds to make the corresponding payment for all of the then Outstanding Bonds. Any sinking payment not made as scheduled shall be added to the sinking payment to be made on the next sinking payment date. (ii) Special Tax Prepayments Account Disbursements. Moneys in the Special Tax Prepayments Account shall be transferred by the Fiscal Agent to the Bond Fund on the next date for which notice of redemption of Bonds can timely be given under Section 2.03(A)(iii), and notice to the Fiscal Agent can timely be given under Section 2.03(B), and shall be used (together with any amounts transferred pursuant to Section 4.04(F)) to redeem Bonds on the redemption date selected in accordance with Section 2.03. (iii) Capitalized Interest Account Disbursements. Moneys in the Capitalized Interest Account shall be transferred to the Bond Fund on the Business Day prior to September 1, 2023, and following such transfer the Capitalized Interest Account shall be closed. (C) Investment. Moneys in the Bond Fund, the Special Tax Prepayments Account and the Capitalized Interest Account shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from the investment and deposit of amounts in the Bond Fund, the Special Tax Prepayments Account and the Capitalized Interest Account shall be retained in the Bond Fund, the Special Tax Prepayments Account and the Capitalized Interest Account, respectively, to be used for purposes of such fund and accounts. Section 4.06. Special Tax Fund. (A) Establishment of Special Tax Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Fund (the "Special Tax Fund"). The Authority shall transfer or cause to be transferred to the Fiscal Agent, as soon as practicable following receipt, all Special Tax Revenues received by the Authority, which amounts shall be deposited by the Fiscal Agent to the Special Tax Fund. In addition, the Fiscal Agent shall deposit -29- in the Special Tax Fund amounts to be transferred thereto pursuant to Sections 4.01(A)(i) and (ii), and Section 4.07(B) hereof. Notwithstanding the foregoing, (i) the first Special Tax Revenues collected by the Authority in any Fiscal Year, in an amount equal to the portion of such Fiscal Year's Special Tax levy for Administrative Expenses (but not to exceed, in any Fiscal Year, $50,000.00), shall be deposited by the Treasurer in the Administrative Expense Fund; (ii) any Special Tax Revenues constituting the collection of delinquencies in payment of Special Taxes shall be separately identified by the Treasurer and shall be deposited by the Fiscal Agent first, in the Bond Fund to the extent needed to pay any past due Debt Service on the Bonds; second, to the Reserve Fund to the extent needed to increase the amount then on deposit in the Reserve Fund up to the then Reserve Requirement; third, to the Administrative Expense Fund to the extent that amounts in such fund were used to pay costs related to the collection of such delinquencies; and fourth, to the Special Tax Fund for use as described in Section 4.06(B) below; (iii) any proceeds of Special Tax Prepayments shall be transferred by the Treasurer to the Fiscal Agent for deposit by the Fiscal Agent (as specified in writing by the Treasurer to the Fiscal Agent) directly in the Special Tax Prepayments Account established pursuant to Section 4.05(A); and (iv) any Special Tax Revenues constituting the portion, if any, of the Special Tax A Requirement (as defined in the Rate and Method of Apportionment), that is to pay directly for the acquisition or construction of any portion of the Project shall be separately identified by the Authority and shall be deposited by the Fiscal Agent in the 2023 Account of the Improvement Fund so long as the 2023 Account of the Improvement Fund has not theretofore been closed pursuant to Section 4.02(D), and if the 2023 Account of the Improvement Fund has been closed, then such amount shall be retained by the Authority to be used to pay Project costs. Moneys in the Special Tax Fund shall be held by the Fiscal Agent for the benefit of the Authority and the Owners of the Bonds, shall be disbursed as provided below and, pending disbursement, shall be subject to a lien in favor of the Owners of the Bonds and the Authority. (B) Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Special Tax Fund and transfer the following amounts in the following order of priority (i) to the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund and any expected transfers from the Capitalized Interest Account, the Improvement Fund, the Reserve Fund and the Special Tax Prepayments Account to the Bond Fund pursuant to Sections 4.02(D), 4.04(D), (E), and (F), and 4.05(B)(ii) and (iii), such that the amount in the Bond Fund equals the principal (including any sinking payment), premium, if any, and interest due on the Current Interest Bonds and the Accreted Value and premium, if any, due on the Capital Appreciation Bonds, on such Interest Payment Date, and (ii) to the Reserve Fund an amount, taking into account amounts then on deposit in the Reserve Fund, such that the amount in the Reserve Fund is equal to the Reserve Requirement. In addition to the foregoing, if in any Fiscal Year there are sufficient funds in the Special Tax Fund to make the foregoing transfers to the Bond Fund and the Reserve Fund in respect of the Interest Payment Dates occurring in the Bond Year that commences in such Fiscal Year, the Treasurer may transfer any amount in the Special Tax Fund in excess of the amount needed to -30- make such transfers to the Bond Fund and the Reserve Fund (i) to the Administrative Expense Fund, from time to time, if monies are needed to pay Administrative Expenses in excess of the amount then on deposit in the Administrative Expense Fund; (ii) to such other fund or account established to pay Debt Service on or administrative expenses with respect to any bonds or other debt secured by a pledge of Special Tax Revenues subordinate to the pledge thereof under Section 3.02 of this Agreement; or (iii) to such other fund or account established by the Authority to be used for any lawful purpose under the Act and otherwise in accordance with the provisions of the Rate and Method of Apportionment of Special Taxes. (C) Investment. Moneys in the Special Tax Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Special Tax Fund to be used for the purposes thereof. Section 4.07. Administrative Expense Fund. (A) Establishment of Administrative Expense Fund. There is hereby established as a separate fund to be held by the Treasurer, the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Administrative Expense Fund (the "Administrative Expense Fund"), to the credit of which deposits shall be made as required by Sections 4.01(C) and 4.03(B), and clause (i) of the second paragraph of Section 4.06(A). Moneys in the Administrative Expense Fund shall be held by the Treasurer for the benefit of the Authority, and shall be disbursed as provided below. (B) Disbursement. Amounts in the Administrative Expense Fund shall be withdrawn by the Treasurer and paid to the Authority or its order upon receipt by the Treasurer of an Officer's Certificate stating the amount to be withdrawn, that such amount is to be used to pay an Administrative Expense or Costs of Issuance, and the nature of such Administrative Expense or Costs of Issuance. Amounts transferred from the Costs of Issuance Fund to the Administrative Expense Fund pursuant to Section 4.03(B) shall be separately identified at all times, and shall be expended for purposes of the Administrative Expense Fund prior to the use of amounts transferred to the Administrative Expense Fund from the Special Tax Fund pursuant to Section 4.06(B). Annually, on the last day of each Fiscal Year, the Treasurer shall withdraw any amounts then remaining in the Administrative Expense Fund in excess of $30,000.00 that have not otherwise been allocated to pay Administrative Expenses incurred but not yet paid, and which are not otherwise encumbered, and transfer such amounts to the Fiscal Agent for deposit by the Fiscal Agent in the Special Tax Fund. (C) Investment. Moneys in the Administrative Expense Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Treasurer in the Administrative Expense Fund to be used for the purposes thereof. -31- ARTICLE V OTHER COVENANTS OF THE AUTHORITY Section 5.01. Punctual Payment. The Authority will punctually pay or cause to be paid the principal of and interest on, or Accreted Value of, and any premium on, the Bonds when and as due in strict conformity with the terms of this Agreement and any Supplemental Agreement, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Agreement and all Supplemental Agreements and of the Bonds. Section 5.02. Limited Obligation. The Bonds are limited obligations of the Authority on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Bond Fund (including the Capitalized Interest Account and the Special Tax Prepayments Account therein), the Reserve Fund and, until disbursed as provided herein, the Special Tax Fund. Section 5.03. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the Authority shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on or Accreted Value of any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or Accreted Value or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the Authority, such claim for interest or Accreted Value so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the principal or Accreted Value, as applicable, of all of the Bonds then Outstanding and of all claims for interest or Accreted Value which shall not have so extended or funded. Section 5.04. Against Encumbrances. The Authority will not encumber, pledge or place any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds, except as permitted by this Agreement. Section 5.05. Books and Records. The Authority will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Authority, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Administrative Expense Fund and to the Special Tax Revenues. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Fiscal Agent and the Owners of not less than ten percent (10%) of the then Bond Obligation, or their representatives duly authorized in writing. Section 5.06. Protection of Security and Rights of Owners. The Authority will preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the delivery of any of the Bonds by the Authority, the Bonds shall be incontestable by the Authority. Section 5.07. Compliance with Act. The Authority will comply with all applicable provisions of the Act and law in administering the District. Section 5.08. Collection of Special Tax Revenues. The Authority shall comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues, including without limitation, the enforcement of delinquent Special Taxes. -32- On or within five (5) Business Days of each June 1, the Fiscal Agent shall provide the Treasurer with a notice stating the amount then on deposit in the Bond Fund (including any amounts in the Capitalized Interest Account or the Special Tax Prepayments Account therein) and the Reserve Fund, and informing the Authority that the Special Taxes may need to be levied pursuant to the Ordinance as necessary to provide for the Debt Service to become due on the Bonds in the calendar year that commences in the Fiscal Year for which the levy is to be made, and Administrative Expenses and replenishment (if necessary) of the Reserve Fund so that the balance therein equals the Reserve Requirement. The receipt of or failure to receive such notice by the Treasurer shall in no way affect the obligations of the Treasurer under the following two paragraphs. Upon receipt of such notice, the Treasurer shall communicate with the Auditor to ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account any parcel splits during the preceding and then current year. The Treasurer shall effect the levy of the Special Taxes each Fiscal Year in accordance with the Ordinance by each July 15 that the Bonds are outstanding, or otherwise such that the computation of the levy is complete before the final date on which the Auditor will accept the transmission of the Special Tax amounts for the parcels within the District for inclusion on the next real property tax roll. Upon the completion of the computation of the amounts of the levy, the Treasurer shall prepare or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to include the levy of the Special Taxes on the next real property tax roll. The Treasurer shall fix and levy the amount of Special Taxes within the District required for the payment of principal of and interest on, and Accreted Value of, any outstanding Bonds of the District becoming due and payable during the ensuing year, including any necessary replenishment or expenditure of the Reserve Fund for the Bonds and an amount estimated to be sufficient to pay the Administrative Expenses (including amounts necessary to discharge any obligation under Section 5.13) during such year, taking into account the balances in such funds and in the Special Tax Fund. The Special Taxes so levied shall not exceed the maximum amounts as provided in the Rate and Method of Apportionment of Special Taxes. The Special Taxes, when levied, shall be payable and be collected in the same manner and at the same time and in the same installments as the general taxes on real property are payable, and have the same priority, become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the ad valorem taxes on real property; provided that, pursuant to and in accordance with the Ordinance, the Special Taxes may be collected by means of direct billing of the property owners within the District, in which event the Special Taxes shall become delinquent if not paid when due pursuant to said billing. Section 5.09. Covenant to Foreclose. Pursuant to Section 53356.1 of the Act, the Authority hereby covenants with and for the benefit of the Owners of the Bonds that it will order, and cause to be commenced as hereinafter provided, and thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought current), an action in the superior court to foreclose the lien of any Special Tax or installment thereof not paid when due as provided in the following paragraph. The Treasurer shall notify the Authority Attorney of any such delinquency of which the Treasurer is aware, and the Authority Attorney shall commence, or cause to be commenced, such proceedings. On or about June 15 of each Fiscal Year, the Treasurer shall compare the amount of Special Taxes theretofore levied in the District to the amount of Special Tax Revenues theretofore received by the Authority, and: -33- (A) Individual Delinquencies. If, as of any June 15, the Treasurer determines that any single parcel subject to the Special Tax in the District is delinquent in the payment of Special Taxes in the aggregate amount of $7,500.00 or more, then the Treasurer shall promptly send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner, and (if the delinquency remains uncured) foreclosure proceedings shall be commenced by the Authority within 90 days after the notice of delinquency has been sent. (B) Aggregate Delinquencies. If the Treasurer determines that, as of any June 15, the total amount of delinquent Special Tax for the then current Fiscal Year for the entire District (including the total of delinquencies under subsection (A) above), exceeds 5% of the total Special Tax due and payable for the then current Fiscal Year, the Treasurer shall promptly notify or cause to be notified property owners who are then delinquent in the payment of Special Taxes (and demand immediate payment of the delinquency), and the Authority shall commence foreclosure proceedings within 90 days after the notices of delinquency have been sent. Notwithstanding the foregoing, the Treasurer may defer any mailing of notices of delinquency or foreclosure action if (i) the amount in the Reserve Fund is at least equal to the Reserve Requirement, and (ii) the amounts then on deposit in the Special Tax Fund and the Bond Fund are sufficient to pay the scheduled Debt Service due on the Bonds on the succeeding September 1 and March 1 without the need for any draw on the Reserve Fund. The Treasurer and the Authority Attorney, as applicable, are hereby authorized to employ counsel to conduct any such foreclosure proceedings. The fees and expenses of any such counsel (including a charge for Authority staff time) in conducting foreclosure proceedings shall be an Administrative Expense hereunder. Section 5.10. Further Assurances. The Authority will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the better assuring and confirming unto the Owners of the rights and benefits provided in this Agreement. Section 5.11. Private Activity Bond Limitations. The Authority shall assure that the proceeds of the 2017 Bonds are not so used as to cause the 2017 Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code. The Authority shall assure that the proceeds of the 2023 Bonds are not so used as to cause the 2023 Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code. Section 5.12. Federal Guarantee Prohibition. The Authority shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the 2017 Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code. The Authority shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the 2023 Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code. Section 5.13. Rebate Requirement. The Authority shall take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the 2017 Bonds and / or the 2023 Bonds. -34- If necessary, the Authority may use amounts in the Reserve Fund, amounts on deposit in the Administrative Expense Fund, and any other funds available to the District, including amounts advanced by the Authority or the City, in its respective sole discretion, to be repaid by the District as soon as practicable from amounts described in the preceding clauses, to satisfy its obligations under this Section 5.13. The Treasurer shall take note of any investment of monies hereunder in excess of the yield on the 2017 Bonds and any investment of monies hereunder in excess of the yield on the 2023 Bonds, and shall take such actions as are necessary to ensure compliance with this Section 5.13, such as increasing the portion of the Special Tax levy for Administration Expenses as appropriate to have funds available in the Administrative Expense Fund to satisfy any rebate liability under this Section 5.13. In order to provide for the administration of this Section 5.13, the Treasurer may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the Treasurer may deem appropriate and in addition, and without limitation of the provisions of Sections 6.02, 6.03 and 6.04, the Treasurer may rely conclusively upon and be fully protected from all liability in relying upon the opinions, determinations, calculations and advice of such agents, attorneys and consultants employed hereunder. Any fees or expenses incurred by the Authority or the City under or pursuant to this Section 5.13 shall be Administrative Expenses. The Fiscal Agent may rely conclusively upon the Authority's determinations, calculations and certifications required by this Section. The Fiscal Agent shall have no responsibility to independently make any calculation or determination or to review the Authority's calculations hereunder. Section 5.14. No Arbitrage. The Authority shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the proceeds of the 2017 Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the 2017 Bonds would have caused the 2017 Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. The Authority shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the proceeds of the 2023 Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the 2023 Bonds would have caused the 2023 Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. Section 5.15. Yield of the 2017 Bonds. In determining the yield of the 2017 Bonds and the yield on the 2023 Bonds to comply with Section 5.13 and 5.14 hereof, the Authority will take into account redemption (including premium, if any) in advance of maturity based on the reasonable expectations of the Authority, as of the Closing Date for the respective Bonds, regarding prepayments of Special Taxes and use of prepayments for redemption of the Bonds, without regard to whether or not prepayments are received or 2017 Bonds or 2023 Bonds are redeemed. Section 5.16. Maintenance of Tax -Exemption. The Authority shall take all actions necessary to assure the exclusion of interest on the 2017 Bonds from the gross income of the Owners of the 2017 Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the 2017 Bonds. The Authority shall take all actions necessary to assure the exclusion of interest on the 2023 Bonds from the gross income of the Owners of the 2023 Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the 2023 Bonds. Section 5.17. Continuing Disclosure to Owners. In addition to its obligations under Section 9.07, the Authority hereby covenants and agrees that it will comply with and carry out all -35- of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Agreement, failure of the Authority to comply with the Continuing Disclosure Agreement shall not be considered a default hereunder; however, any Participating Underwriter or any owner or Beneficial Owner (as defined in Section 2.13) of Bonds may take such actions as may be necessary and appropriate to compel performance by the Authority of its obligations thereunder, including seeking mandate or specific performance by court order. Section 5.18. Reduction of Special Taxes. The Authority covenants and agrees to not consent or conduct proceedings with respect to a reduction in the maximum Special Taxes that may be levied in the District below an amount, for any Fiscal Year, equal to 110% of the aggregate of the Debt Service due on the Bonds in such Fiscal Year, plus a reasonable estimate of Administrative Expenses for such Fiscal Year. It is hereby acknowledged that Bondowners are purchasing the Bonds in reliance on the foregoing covenant, and that said covenant is necessary to assure the full and timely payment of the Bonds. Section 5.19. Limits on Special Tax Waivers and Bond Tenders. The Authority covenants not to exercise its rights under the Act to waive delinquency and redemption penalties related to the Special Taxes or to declare Special Tax penalties amnesty program if to do so would materially and adversely affect the interests of the owners of the Bonds and further covenants not to permit the tender of Bonds in payment of any Special Taxes except upon receipt of a certificate of an Independent Financial Consultant that to accept such tender will not result in the Authority having insufficient Special Tax Revenues to pay the principal of and interest on, and Accreted Value of, as applicable, the Bonds remaining Outstanding following such tender. Section 5.20. No Additional Bonds. Except as expressly permitted by Section 2.14 hereof, the Authority shall not issue any additional bonds secured by (A) a pledge of Special Taxes on a parity with or senior to the pledge thereof under Section 3.02 hereof; or (B) any amounts in any funds or accounts established hereunder. Section 5.21. Authority Bid at Foreclosure Sale. The Authority will not bid at a foreclosure sale of property in respect of delinquent Special Taxes unless it expressly agrees to take the property subject to the lien for Special Taxes imposed by the District and that the Special Taxes levied on the property are payable while the Authority owns the property. -36- ARTICLE VI INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILITY OF THE AUTHORITY Section 6.01. Deposit and Investment of Moneys in Funds. Moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent shall be invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer's Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. In the absence of any such Officer's Certificate, the Fiscal Agent shall invest, to the extent reasonably practicable, any such moneys in Permitted Investments described in clause (h) of the definition thereof in Section 1.03; provided, however, that any such investment shall be made by the Fiscal Agent only if, prior to the date on which such investment is to be made, the Fiscal Agent shall have received an Officer's Certificate specifying a specific money market fund into which the funds shall be invested and, if no such Officer's Certificate is so received, the Fiscal Agent shall hold such moneys uninvested. The Treasurer shall make note of any investment of funds hereunder in excess of the yield on the Bonds, so that appropriate actions can be taken to assure compliance with Section 5.13. Moneys in any fund or account created or established by this Agreement and held by the Treasurer shall be invested by the Treasurer in any Permitted Investment, which in any event by its terms matures prior to the date on which such moneys are required to be paid out hereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of this Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts. Whenever in this Agreement any moneys are required to be transferred by the Authority to the Fiscal Agent, such transfer may be accomplished by transferring a like amount of Permitted Investments. The Fiscal Agent and its affiliates or the Treasurer may act as sponsor, advisor, depository, principal or agent in the acquisition or disposition of any investment. Neither the Fiscal Agent nor the Treasurer shall incur any liability for losses arising from any investments made pursuant to this Section. The Fiscal Agent shall not be required to determine the legality of any investments. Except as otherwise provided in the next sentence, all investments of amounts deposited in any fund or account created by or pursuant to this Agreement, or otherwise containing gross proceeds of the Bonds (within the meaning of section 148 of the Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by this Agreement or the Code) at Fair Market Value. The Fiscal Agent shall have no duty in connection with the determination of Fair Market Value other than to follow the investment direction of an Authorized Officer in any written direction of any Authorized Officer. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under the applicable provisions of the Code and (unless valuation is undertaken at least annually) investments in the subaccounts within the Reserve Fund shall be valued at their present value (within the meaning of section 148 of the Code). The Fiscal Agent shall not be liable for verification of the application of such sections of the Code. Investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent or the Treasurer hereunder, provided that the Fiscal Agent or the Treasurer, as applicable, shall at all times account for such investments strictly in -37- accordance with the funds and accounts to which they are credited and otherwise as provided in this Agreement. The Fiscal Agent or the Treasurer, as applicable, shall sell at Fair Market Value, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the Treasurer shall be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith. The Authority acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority specifically waives receipt of such confirmations to the extent permitted by law. The Fiscal Agent will furnish the Authority periodic cash transaction statements which include detail for all investment transactions made by the Fiscal Agent hereunder. Section 6.02. Limited Obli ation. The Authority's obligations hereunder are limited obligations of the Authority on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Special Tax Fund, the Bond Fund (including the Capitalized Interest Account and the Special Tax Prepayments Account therein) and the Reserve Fund created hereunder. Section 6.03. Liability of Authority. The Authority shall not incur any responsibility in respect of the Bonds or this Agreement other than in connection with the duties or obligations explicitly herein or in the Bonds assigned to or imposed upon it. The Authority shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. The Authority shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions covenants or agreements of the Fiscal Agent herein or of any of the documents executed by the Fiscal Agent in connection with the Bonds, or as to the existence of a default or event of default thereunder. In the absence of bad faith, the Authority, including the Treasurer, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Authority and conforming to the requirements of this Agreement. The Authority, including the Treasurer, shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. No provision of this Agreement shall require the Authority to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the Special Tax Revenues) in the performance of any of its obligations hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Authority and the Treasurer may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Authority may consult with counsel, who may be the Authority Attorney, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. -38- The Authority shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactory established, if disputed. Whenever in the administration of its duties under this Agreement the Authority or the Treasurer shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Authority, be deemed to be conclusively proved and established by a certificate of the Fiscal Agent, an Independent Financial Consultant or a Tax Consultant, and such certificate shall be full warrant to the Authority and the Treasurer for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Authority or the Treasurer may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. Section 6.04. Employment of Agents by Authority. In order to perform its duties and obligations hereunder, the Authority and / or the Treasurer may employ such persons or entities as it deems necessary or advisable. The Authority shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities. -39- ARTICLE VII THE FISCAL AGENT Section 7.01. Appointment of Fiscal Agent. U.S. Bank Trust Company, National Association is hereby appointed Fiscal Agent and paying agent for the Bonds. The Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent. Any company into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under the following paragraph of this Section, shall be the successor to such Fiscal Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. The Fiscal Agent shall give the Treasurer written notice of any such succession hereunder. The Authority may at any time remove the Fiscal Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank, corporation or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and subject to supervision or examination by federal or state authority. If such bank, corporation or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 7.01, combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Fiscal Agent may at any time resign by giving written notice to the Authority and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the Authority shall promptly appoint a successor Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance of appointment by the successor Fiscal Agent. Upon such acceptance, the successor Fiscal Agent shall be vested with all rights and powers of its predecessor hereunder without any further act. If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section within forty-five (45) days after the Fiscal Agent shall have given to the Authority written notice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of its inability to act, the Fiscal Agent or any Owner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent. If, by reason of the judgment of any court, or reasonable agency, the Fiscal Agent is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Fiscal Agent hereunder shall be assumed by and vest in the Treasurer of the Authority in trust for the benefit of the Owners. The Authority covenants for the direct benefit of the Owners that its Treasurer in such case shall be vested with all of the rights and powers of the Fiscal Agent hereunder, and shall assume all of the responsibilities and perform all of the duties of the Fiscal Agent hereunder, in trust for the benefit of the Owners of the Bonds. In such event, the Treasurer may designate a successor Fiscal Agent qualified to act as Fiscal Agent hereunder. -40- Section 7.02. Liability of Fiscal Agent. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the Authority, and the Fiscal Agent assumes no responsibility for the correctness of the same, or makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. The Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. Except as provided above in this paragraph, Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument. The Fiscal Agent shall not be liable for any error of judgment made in good faith unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts. No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not the Fiscal Agent. The Fiscal Agent shall have no duty or obligation whatsoever to enforce the collection of Special Taxes or other funds to be deposited with it hereunder, or as to the correctness of any amounts received, and its liability shall be limited to the proper accounting for such funds as it shall actually receive. The Fiscal Agent may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. -41- In order to perform its duties and obligations hereunder, the Fiscal Agent may employ such persons or entities as it deems necessary or advisable. The Fiscal Agent shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities. Section 7.03. Information. The Fiscal Agent shall provide to the Authority such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the Authority shall reasonably request, including but not limited to quarterly statements reporting funds held and transactions by the Fiscal Agent. The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Bond Fund (including the Capitalized Interest Account and the Special Tax Prepayments Account therein), the Reserve Fund, the Special Tax Fund, the Improvement Fund and the Costs of Issuance Fund. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Authority and the Owners of not less than ten percent (10%) of the Bond Obligation then Outstanding, or their representatives duly authorized in writing upon reasonable prior notice. Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed in good faith by it to be genuine and to have been signed or presented by the proper party or proper parties. The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed to be conclusively proved and established by an Officer's Certificate, and such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. Section 7.05. Compensation, Indemnification. The Authority shall pay to the Fiscal Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not have a lien therefor on any funds at any time held by it under this Agreement. The Authority further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent, its officers, employees, directors and agents harmless against any costs, expenses, claims or liabilities whatsoever, including without limitation fees and expenses of its attorneys, which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligation of the Authority under this Section shall survive resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and -42- discharge of this Agreement, but any monetary obligation of the Authority arising under this Section shall be limited solely to amounts on deposit in the Administrative Expense Fund. -43- ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Section 8.01. Amendments Permitted. This Agreement and the rights and obligations of the Authority and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate amount of the then Bond Obligation, exclusive of Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate or Accretion Rate, as applicable, thereon, or otherwise alter or impair the obligation of the Authority to pay the principal of and the interest on, or Accreted Value of, as applicable, and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the Authority of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the Owners of the Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or (iii) reduce the percentage of Bonds required for the amendment hereof. Any such amendment may not modify any of the rights or obligations of the Fiscal Agent without its written consent. This Agreement and the rights and obligations of the Authority and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes: (A) to add to the covenants and agreements of the Authority in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the Authority; (B) to make modifications not adversely affecting any Outstanding series of Bonds of the Authority in any material respect; (C) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the Authority or the Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement, and which shall not adversely affect the rights of the Owners of the Bonds, (D) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from gross federal income taxation of interest on the Bonds; and (E) in connection with the issuance of Parity Bonds under and pursuant to Section 2.14. The Fiscal Agent may in its discretion, but shall not be obligated to, enter into any such Supplemental Agreement authorized by this Section which materially adversely affects the Fiscal Agent's own rights, duties or immunities under this Fiscal Agent Agreement or otherwise with respect to the Bonds or any agreements related thereto. Section 8.02. Owners' Meetings. The Authority may at any time call a meeting of the Owners. In such event the Authority is authorized to fix the time and place of said meeting and -44- to provide for the giving of notice thereof, and to fix and adopt rules and regulations for the conduct of said meeting. Section 8.03. Procedure for Amendment with Written Consent of Owners. The Authority and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01, to take effect when and as provided in this Section. A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided. Such Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the then Bond Obligation (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section provided for has been mailed. After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Agreement, the Authority shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon the Authority and the Owners of all Bonds at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period. Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the Authority, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VIII; provided, however, that the Fiscal Agent shall not be deemed to have knowledge that any Bond is owned or held by the Authority unless the Authority is the registered Owner or the Fiscal Agent has received written notice that any other registered Owner is an Owner for the account of the Authority. Section 8.05. Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the Authority and all Owners of Bonds Outstanding shall -45- thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes. Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments. The Authority may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form approved by the Authority, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the Principal Office of the Fiscal Agent or at such other office as the Authority may select and designate for that purpose, a suitable notation shall be made on such Bond. The Authority may determine that new Bonds, so modified as in the opinion of the Authority is necessary to conform to such Owners' action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds. Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds. -46- ARTICLE IX MISCELLANEOUS Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement, expressed or implied, is intended to give to any person other than the Authority, the Fiscal Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of the Authority shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent. Section 9.02. Successor is Deemed Included in All References to Predecessor. Whenever in this Agreement or any Supplemental Agreement either the Authority or the Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the Authority or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 9.03. Discharge of Agreement. The Authority shall have the option to pay and discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or more of the following ways: (A) by well and truly paying or causing to be paid the principal of and interest on, or Accreted Value of, as applicable, and any premium on, such Bonds Outstanding, as and when the same become due and payable; (B) by depositing with the Fiscal Agent, at or before maturity, money which, together with the amounts then on deposit in the funds and accounts provided for in Sections 4.04 and 4.05 is fully sufficient to pay such Bonds Outstanding, including all principal and interest, or Accreted Value, as applicable, and redemption premiums; or (C) by irrevocably depositing with the Fiscal Agent cash and Federal Securities in such amount as the Authority shall determine as confirmed by Bond Counsel or an independent certified public accountant will, together with the interest to accrue thereon and moneys then on deposit in the fund and accounts provided for in Sections 4.04 and 4.05, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal and interest, or Accreted Value, as applicable, and redemption premiums) at or before their respective maturity dates. If the Authority shall have taken any of the actions specified in (A), (B) or (C) above, and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the Authority, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Special Taxes and other funds provided for in this Agreement and all other obligations of the Authority under this Agreement with respect to such Bonds Outstanding shall cease and terminate. Notice of such election shall be filed with the Fiscal Agent. Notwithstanding the foregoing, the obligation of the Authority to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon, all amounts owing to the Fiscal Agent pursuant to Section 7.05, and otherwise to assure that no action is taken or failed to be taken if such action or failure adversely affects the exclusion of interest on the Bonds from gross income for federal income tax purposes, shall continue in any event. -47- Upon compliance by the Authority with the foregoing with respect to all Bonds Outstanding, any funds held by the Fiscal Agent after payment of all fees and expenses of the Fiscal Agent, which are not required for the purposes of the preceding paragraph, shall be paid over to the Authority and any Special Taxes thereafter received by the Authority shall not be remitted to the Fiscal Agent but shall be retained by the Authority to be used for any purpose permitted under the Act. Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request, declaration or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the registry books. Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Authority or the Fiscal Agent in good faith and in accordance therewith. Section 9.05. Waiver of Personal Liability. No Boardmember, Councilmember, officer, official, agent or employee of the Authority, the City or the District shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such Boardmember, Councilmember, officer, official, agent or employee from the performance of any official duty provided by law. Section 9.06. Notices to and Demands on Authority and Fiscal Agent. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent to or on the Authority may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Authority with the Fiscal Agent) as follows: Temecula Public Financing Authority c / o City of Temecula 41000 Main Street Temecula, CA 92590 Attn: Director of Finance Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Authority to or on the Fiscal Agent may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Fiscal Agent with the Authority) as follows (provided that any such notice shall not be effective until actually received by the Fiscal Agent): -48- U.S. Bank Trust Company, National Association 633 W. Fifth Street, 241h Floor Los Angeles, CA 90071 Attention: Corporate Trust Services Reference: Temecula CFD 16-01 (Roripaugh Ranch Phase 2) Section 9.07. State Reporting Requirements. The following requirements shall apply to the Bonds, in addition to those requirements under Section 5.17: (A) Annual Reporting. Not later than October 30 of each calendar year, until the October 30 following the final maturity of the Bonds, the Treasurer shall cause the information required by Government Code Section 53359.5(b) to be supplied to CDIAC. The annual reporting shall be made using such form or forms as may be prescribed by CDIAC. (B) Other Reporting. If at any time the Fiscal Agent fails to pay principal and interest due on, or Accreted Value of, the Bonds on any scheduled payment date for the Bonds, or if funds are withdrawn from the Reserve Fund to pay principal and interest on, or Accreted Value of, the Bonds, the Fiscal Agent shall notify the Treasurer of such failure or withdrawal in writing. The Treasurer shall notify CDIAC and the Original Purchaser of such failure or withdrawal within 10 days of such failure or withdrawal, and the Authority shall provide notice under the Continuing Disclosure Agreement of such event as required thereunder. (C) Special Tax Reporting. The Treasurer shall file a report with the Authority no later than January 1, 2024, and at least once a year thereafter, which annual report shall contain: (i) the amount of Special Taxes collected and expended with respect to the District, (ii) the amount of Bond proceeds collected and expended with respect to the District, and (iii) the status of the Project. It is acknowledged that the Special Tax Fund and the Special Tax Prepayments Account are the accounts into which Special Taxes collected on the District will be deposited for purposes of Section 50075.1(c) of the California Government Code, and the funds and accounts listed in Section 4.01 are the funds and accounts into which Bond proceeds will be deposited for purposes of Section 53410(c) of the California Government Code, and the annual report described in the preceding sentence is intended to satisfy the requirements of Sections 50075.1(d), 50075.3 and 53411 of the California Government Code. (D) Amendment. The reporting requirements of this Section 9.07 shall be amended from time to time, without action by the Authority or the Fiscal Agent (i) with respect to subparagraphs (A) and (B) above, to reflect any amendments to Section 53359.5(b) or Section 53359.5(c) of the Act, and (ii) with respect to subparagraph (C) above, to reflect any amendments to Section 50075.1, 50075.3, 53410 or 53411 of the California Government Code. Notwithstanding the foregoing, any such amendment shall not, in itself, affect the Authority's obligations under the Continuing Disclosure Agreement. The Authority shall notify the Fiscal Agent in writing of any such amendments which affect the reporting obligations of the Fiscal Agent under this Agreement. (E) Other Reporting. No later than January 31 of each calendar year (commencing January 31, 2024), the Authority agrees to provide to CDIAC the annual report information required by Section 8855(k)(1) of the California Government Code. Such annual report shall be made using such form or forms as may be prescribed by CDIAC. -49- Additionally, no later than January 31 of each calendar year (commencing January 31, 2023), the Authority agrees to provide to the California State Controller, Division of Accounting and Reporting, the annual report information required by Section 12463.2 of the California Government Code. (F) No Liability. None of the Authority and its officers, agents and employees, the Treasurer or the Fiscal Agent shall be liable for any inadvertent error in reporting the information required by this Section 9.07. The Treasurer shall provide copies of any of such reports to any Bondowner upon the written request of a Bondowner and payment by the person requesting the information of the cost of the Authority to produce such information and pay any postage or other delivery cost to provide the same, as determined by the Treasurer. The term 'Bondowner" for purposes of this Section 9.07 shall include any Beneficial Owner (as defined in Section 2.13) of the Bonds. Section 9.08. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The Authority hereby declares that it would have adopted this Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or unenforceable. Section 9.09. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of the principal of and the interest on, or Accreted Value of, as applicable, and any premium on, the Bonds which remains unclaimed for two (2) years after the date when the payments of such principal, interest, Accreted Value and premium have become payable, if such moneys was held by the Fiscal Agent at such date, shall be repaid by the Fiscal Agent to the Authority as its absolute property free from any pledge or lien under this Agreement, and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Owners shall look only to the Authority for the payment of the principal of, interest, Accreted Value and any premium on, such Bonds. Any right of any Owner to look to the Authority for such payment shall survive only so long as required under applicable law. Section 9.10. Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California. Section 9.11. Conflict with Act. In the event of a conflict between any provision of this Agreement with any provision of the Act as in effect on the Closing Date, the provision of the Act shall prevail over the conflicting provision of this Agreement. Section 9.12. Conclusive Evidence of Regularity. Bonds issued pursuant to this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Special Taxes. Section 9.13. Payment on Business Day. In any case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Agreement is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the next succeeding day which is a Business Day with the same -50- force and effect as if made on the date required and no interest shall accrue for the period from and after such date. Section 9.14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Section 9.15. Effective Date. This Agreement shall become effective, and the Original Fiscal Agent Agreement shall cease to be effective, on the Closing Date for the 2023 Bonds. As soon as possible on or after the Effective Date, the Fiscal Agent shall make the transfers referred to in Section 4.01(A), and the Authority shall cause a filing to be made under the Continuing Disclosure Agreement described in clause (i) of the definition thereof in Section 1.03 as appropriate to describe the issuance of the 2023 Bonds and the replacement of the Original Fiscal Agent Agreement with this Agreement. -51- IN WITNESS WHEREOF, the Authority caused this Amended and Restated Fiscal Agent Agreement to be executed all as of March 1, 2023. Attest: By: Randi Johl, Secretary 20009.22:J18687 TEMECULA PUBLIC FINANCING AUTHORITY, for and on behalf of TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) in Aaron Adams, Executive Director [Signature page to Amended and Restated Fiscal Agent Agreement - CFD 16-01 (Roripaugh Ranch Phase 2)] S-1 20009.22:J18687 U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Fiscal Agent M Authorized Officer [Signature page to Amended and Restated Fiscal Agent Agreement - CFD 16-01 (Roripaugh Ranch Phase 2)] S-2 M EXHIBIT A FORM OF 2017 BOND UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF RIVERSIDE TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) 2017 SPECIAL TAX BOND INTEREST RATE MATURITY DATE BOND DATE CUSIP September 1, March 16, 2017 87972Y REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The Temecula Public Financing Authority (the "Authority') for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected in the District or amounts in the funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from the Bond Date set forth above, or from the most recent interest payment date to which interest has been or duly provided for, semiannually on March 1 and September 1, commencing September 1, 2017, at the interest rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Office (as defined in the Agreement referred to below) of U.S. Bank Trust Company, National Association (the "Fiscal Agent"). Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on the 15th day of the month preceding the month in which the interest payment date occurs (the "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent, or (i) if the Bonds are in book -entry -only form, or (ii) otherwise upon written request filed with the Fiscal Agent prior to any Record Date by a registered owner of at least $1,000,000 in aggregate principal amount of Bonds, by wire transfer in immediately available funds to the depository for the Bonds or to an account in the United States designated by such registered owner in such written request, respectively. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $42,815,000 approved by a resolution of the Board of Directors of the Authority adopted on January 24, 2017 (the "Resolution"), and being issued pursuant to the provisions of Section 53311 et seq. of the California Government Code (the "Act"), for the purpose of financing certain public A-1 facilities within and in the vicinity of the District (the "Project") and to prepay certain special taxes so as to eliminate a lien on property in the District, and is one of the first series of such bonds designated "Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) 2017 Special Tax Bonds" (the 'Bonds"). The creation of the Bonds and the terms and conditions thereof are provided for in the Amended and Restated Fiscal Agent Agreement, dated as of March 1, 2023, between the Authority and the Fiscal Agent (the "Agreement") and this reference incorporates the Resolution and the Agreement herein, and by acceptance hereof the owner of this Bond assents to said terms and conditions. The Agreement replaced and superseded the Fiscal Agent Agreement, dated as of March 1, 2017, between the Authority and the Fiscal Agent. This Bond is secured by a lien on certain funds held under the Agreement on a parity with the 2023A Bonds and the 2023B Bonds (as such terms are defined in the Agreement). Pursuant to and as more particularly provided in the Resolution and in the Agreement, additional bonds may be issued by the Authority from time to time secured by a lien on funds held under the Agreement on a parity with the lien securing the Bonds, the 2023A Bonds and the 2023B Bonds. The Resolution is adopted and the Agreement is entered into under and this Bond is issued under, and all are to be construed in accordance with, the laws of the State of California. Pursuant to the Act, the Agreement and the Resolution, the principal of and interest on this Bond are payable solely from the annual special tax authorized under the Act to be collected within the District (the "Special Tax") and certain funds held under the Agreement. Interest on this Bond shall be payable from the interest payment date next preceding the date of authentication hereof, unless (i) it is authenticated on an interest payment date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an interest payment date and after the close of business on the Record Date preceding such interest payment date, in which event it shall bear interest from such interest payment date, or (iii) it is authenticated prior to the Record Date preceding the first interest payment date, in which event it shall bear interest from the Bond Date set forth above; provided, however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment hereon. Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the Authority, as may be permitted by law. The Bonds do not constitute obligations of the Authority for which the Authority is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described hereinabove. The City of Temecula has no liability or obligations whatsoever with respect to the District, the Bonds or the Agreement. The Bonds maturing on or after September 1, 2028 are subject to redemption prior to their stated maturity on any interest payment date occurring on or after September 1, 2027, as a whole, or in part in an amount equal to $5,000 or any integral multiple thereof and among maturities as provided in the Agreement, and by lot within a maturity, at a redemption price equal to the principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium The Bonds maturing on September 1, 2027, are subject to mandatory sinking payment redemption in part on September 1, 2018 and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: A-2 Redemption Date (September 1) Sinking Pam 2018 $565,000 2019 595,000 2020 630,000 2021 665,000 2022 700,000 2023 740,000 2024 780,000 2025 820,000 2026 870,000 2027 (maturity) 915,000 The Bonds maturing on September 1, 2032, are subject to mandatory sinking payment redemption in part on September 1, 2028 and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (September 1) Sinking Pam 2028 $ 965,000 2029 1,020,000 2030 1,080,000 2031 1,140,000 2032 (maturity) 1,205,000 The Bonds maturing on September 1, 2037, are subject to mandatory sinking payment redemption in part on September 1, 2033 and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (September 1) Sinking Pam 2033 $1,275,000 2034 1,355,000 2035 1,440,000 2036 1,525,000 2037 (maturity) 1,620,000 The Bonds maturing on September 1, 2047, are subject to mandatory sinking payment redemption in part on September 1, 2038 and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: A-3 Redemption Date (September 1) Sinking Payments 2038 $1,720,000 2039 1,825,000 2040 1,940,000 2041 2,060,000 2042 2,190,000 2043 2,325,000 2044 2,470,000 2045 2,625,000 2046 2,790,000 2047 (maturity) 2,965,000 The Bonds are also subject to redemption from the proceeds of Special Tax Prepayments and any corresponding transfers from the Reserve Fund pursuant to the Agreement, on any March 1 or September 1, in whole, or in part in any amount equal to $5,000 or any integral multiple thereof and among maturities as specified in the Agreement, and by lot within a maturity, at a redemption price (expressed as a percentage at the principal amount of the 2023A Bonds or Accreted Value as of the redemption date of the 2023B Bonds, as applicable, to be redeemed), as set forth below, together with in the case of the 2023A Bonds accrued interest to the date fixed for redemption: Redemption Dates Redemption Prices any March 1 or September 1 from September 1, 2017 to and including March 1, 2025 1037o September 1, 2025 and March 1, 2026 102 September 1, 2026 and March 1, 2027 101 September 1, 2027 and any March 1 or September 1 100 thereafter Notice of redemption with respect to the Bonds to be redeemed shall be given to the registered owners thereof, in the manner, to the extent and subject to the provisions of the Agreement. Notices of optional redemption may be conditioned upon receipt by the Fiscal Agent of sufficient moneys to redeem the Bonds on the anticipated redemption date, and if the Fiscal Agent does not receive sufficient funds by the scheduled redemption date the redemption shall not occur and the Bonds for which notice of redemption was given shall remain outstanding for all purposes of the Agreement. This Bond shall be registered in the name of the owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon. No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal, interest and any redemption premium on the 2023A Bonds, and the Accreted Value and any redemption premium of the 2023B Bonds, shall be payable only to the registered owner or to such owner's order. The Fiscal Agent shall require the registered owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection A-4 of Bonds for redemption, (ii) with respect to a Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the succeeding interest payment date. Exchanges may only be made for Bonds in authorized denominations, as provided in the Agreement. The Agreement and the rights and obligations of the Authority thereunder may be modified or amended as set forth therein. The Agreement contains provisions permitting the Authority to make provision for the payment of the principal and interest on, or Accreted Value of, as applicable, and premium, if any, of the Bonds so that such Bonds shall no longer be deemed to be outstanding under the terms of the Agreement. The Bonds are not general obligations of the Authority, but are limited obligations payable solely from the revenues and funds pledged therefor under the Agreement. Neither the faith and credit of the Authority or the State of California or any political subdivision thereof is pledged to the payment of the Bonds. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Fiscal Agent. Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Fiscal Agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond does not exceed any debt limit prescribed by the laws or Constitution of the State of California. A-5 IN WITNESS WHEREOF, Temecula Public Financing Authority has caused this Bond to be dated the Bond Date set forth above, to be signed by the facsimile signature of the Chair of its Board of Directors and countersigned by the facsimile signature of its Secretary. ATTEST: LIM TEMECULA PUBLIC FINANCING AUTHORITY Chair Secretary FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the Resolution and in the Agreement which has been authenticated on , U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Fiscal Agent an Authorized Signatory A-6 ASSIGNMENT For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within -registered Bond and hereby irrevocably constitute(s) and appoints(s) attorney, to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises. Dated: Signature Guaranteed: Signature: Note: Signature(s) must be guaranteed by an eligible Note: The signature(s) on this Assignment must guarantor. correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. A-7 M EXHIBIT B FORM OF 2023A BOND UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF RIVERSIDE TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, SERIES 2023A INTEREST RATE MATURITY DATE BOND DATE CUSIP September 1, March J 2023 87972Y REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The Temecula Public Financing Authority (the "Authority") for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected in the District or amounts in the funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from the Bond Date set forth above, or from the most recent interest payment date to which interest has been or duly provided for, semiannually on March 1 and September 1, commencing March 1, 2023, at the interest rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Office (as defined in the Agreement referred to below) of U.S. Bank National Association (the "Fiscal Agent"). Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on the 15th day of the month preceding the month in which the interest payment date occurs (the "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent, or (i) if the Bonds are in book -entry -only form, or (ii) otherwise upon written request filed with the Fiscal Agent prior to any Record Date by a registered owner of at least $1,000,000 in aggregate principal amount of Bonds, by wire transfer in immediately available funds to the depository for the Bonds or to an account in the United States designated by such registered owner in such written request, respectively. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $ approved by a resolution of the Board of Directors of the Authority adopted on February 14, 2023 (the "Resolution"), and being issued pursuant to the provisions of Section 53311 et seq. of the California Government Code (the "Act"), for the purpose of financing certain public IM facilities within and in the vicinity of the District (the "Project"), and is one of the series of such bonds designated "Temecula Public Financing Authority Community Facilities District No. 16- 01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Series 2023A" (the 'Bonds"). The creation of the Bonds and the terms and conditions thereof are provided for in the Amended and Restated Fiscal Agent Agreement, dated as of March 1, 2023, between the Authority and the Fiscal Agent (the "Agreement") and this reference incorporates the Resolution and the Agreement herein, and by acceptance hereof the owner of this Bond assents to said terms and conditions. This Bond is secured by a lien on certain funds held under the Agreement on a parity with the 2017 Bonds and the 2023B Bonds (as such terms are defined in the Agreement). Pursuant to and as more particularly provided in the Resolution and in the Agreement, additional bonds may be issued by the Authority from time to time secured by a lien on funds held under the Agreement on a parity with the lien securing the Bonds, the 2017 Bonds and the 2023B Bonds. The Resolution is adopted and the Agreement is entered into under and this Bond is issued under, and all are to be construed in accordance with, the laws of the State of California. Pursuant to the Act, the Agreement and the Resolution, the principal of and interest on this Bond are payable solely from the annual special tax authorized under the Act to be collected within the District (the "Special Tax") and certain funds held under the Agreement. Interest on this Bond shall be payable from the interest payment date next preceding the date of authentication hereof, unless (i) it is authenticated on an interest payment date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an interest payment date and after the close of business on the Record Date preceding such interest payment date, in which event it shall bear interest from such interest payment date, or (iii) it is authenticated prior to the Record Date preceding the first interest payment date, in which event it shall bear interest from the Bond Date set forth above; provided, however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment hereon. Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the Authority, as may be permitted by law. The Bonds do not constitute obligations of the Authority for which the Authority is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described hereinabove. The City of Temecula has no liability or obligations whatsoever with respect to the District, the Bonds or the Agreement. The Bonds maturing on or after September 1, are subject to redemption prior to their stated maturity on any interest payment date occurring on or after September 1, as a whole, or in part in an amount equal to $5,000 or any integral multiple thereof and among maturities as provided in the Agreement, and by lot within a maturity, at a redemption price equal to the principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium The Bonds maturing on September 1, are subject to mandatory sinking payment redemption in part on September 1, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (September 1) Sinking Pam The Bonds are also subject to redemption from the proceeds of Special Tax Prepayments and any corresponding transfers from the Reserve Fund pursuant to the Agreement, on any Interest Payment Date, in whole, or in part in any amount equal to $5,000 or any integral multiple thereof and among maturities as specified in the Agreement, and by lot within a maturity, at a redemption price (expressed as a percentage at the principal amount of the Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption: Redemption Dates Redemption Prices any Interest Payment Date from September 1, 2023 103% to and including March 1, 2025 September 1, 2025 and March 1, 2026 102 September 1, 2026 and March 1, 2027 101 September 1, 2027 and any Interest Payment 100 Date thereafter Notice of redemption with respect to the Bonds to be redeemed shall be given to the registered owners thereof, in the manner, to the extent and subject to the provisions of the Agreement. Notices of optional redemption may be conditioned upon receipt by the Fiscal Agent of sufficient moneys to redeem the Bonds on the anticipated redemption date, and if the Fiscal Agent does not receive sufficient funds by the scheduled redemption date the redemption shall not occur and the Bonds for which notice of redemption was given shall remain outstanding for all purposes of the Agreement. This Bond shall be registered in the name of the owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon. No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to the registered owner or to such owner's order. The Fiscal Agent shall require the registered owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the succeeding interest payment date. Exchanges may only be made for Bonds in authorized denominations, as provided in the Agreement. The Agreement and the rights and obligations of the Authority thereunder may be modified or amended as set forth therein. The Agreement contains provisions permitting the Authority to make provision for the payment of the interest on, and the principal and premium, if any, of the Bonds so that such Bonds shall no longer be deemed to be outstanding under the terms of the Agreement. The Bonds are not general obligations of the Authority, but are limited obligations payable solely from the revenues and funds pledged therefor under the Agreement. Neither the faith and credit of the Authority or the State of California or any political subdivision thereof is pledged to the payment of the Bonds. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Fiscal Agent. Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Fiscal Agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond does not exceed any debt limit prescribed by the laws or Constitution of the State of California. ME IN WITNESS WHEREOF, Temecula Public Financing Authority has caused this Bond to be dated the Bond Date set forth above, to be signed by the facsimile signature of the Chair of its Board of Directors and countersigned by the facsimile signature of its Secretary. ATTEST: M TEMECULA PUBLIC FINANCING AUTHORITY Chair Secretary FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the Resolution and in the Agreement which has been authenticated on , U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Fiscal Agent an Authorized Signatory IM ASSIGNMENT For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within -registered Bond and hereby irrevocably constitute(s) and appoints(s) attorney, to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises. Dated: Signature Guaranteed: Signature: Note: Signature(s) must be guaranteed by an eligible Note: The signature(s) on this Assignment must guarantor. correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. EXHIBIT C FORM OF 2023B BOND UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF RIVERSIDE No. $ TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO.16-01 (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, CAPITAL APPRECIATION SERIES 2023B ACCRETION RATE MATURITY DATE BOND DATE CUSIP September 1, March J 2023 87972Y REGISTERED OWNER: DENOMINATIONAL AMOUNT: MATURITY VALUE: DOLLARS DOLLARS The Temecula Public Financing Authority (the "Authority") for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected in the District or amounts in the funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the maturity value set forth above, comprised of the Denominational Amount and interest accreted thereon at the Accretion Rate set forth above. This Bond will not bear current interest but will accrete interest, compounded on each March 1 and September 1, commencing March 1, 2023, at the Accretion Rate specified above to the Maturity Date, assuming that in any such semiannual period the sum of such compounded accreted interest and the Denominational Amount (such sum being herein called the "Accreted Value") increases in equal daily amounts on the basis of a 360-day year consisting of twelve 30 day months. The Accreted Value of this Bond as of any Interest Payment Date shall be determined by the Table of Accreted Values appended hereto, and the Accreted Value of this Bond as of any other date shall be determined as described in the preceding sentence and the Amended and Restated Fiscal Agent Agreement referenced below. The Accreted Value of this Bond is payable to the registered owner hereof by check of the Fiscal Agent (defined below) denominated in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Office (as defined in the Agreement referred to below) of U.S. Bank Trust Company, National Association (the "Fiscal Agent"). This Bond is one of a duly authorized issue of bonds in the aggregate initial principal amount of $ ($ aggregate Maturity Value) approved by a resolution of C-1 the Board of Directors of the Authority adopted on February 14, 2023 (the "Resolution"), and being issued pursuant to the provisions of Section 53311 et seq. of the California Government Code (the "Act"), for the purpose of financing certain public facilities within and in the vicinity of the District (the "Project"), and is one of the series of such bonds designated "Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Capital Appreciation Series 2023B" (the 'Bonds"). The creation of the Bonds and the terms and conditions thereof are provided for in the Amended and Restated Fiscal Agent Agreement, dated as of March 1, 2023, between the Authority and the Fiscal Agent (the "Agreement") and this reference incorporates the Resolution and the Agreement herein, and by acceptance hereof the owner of this Bond assents to said terms and conditions. This Bond is secured on a lien on certain funds held under the Agreement on a parity with the 2017 Bonds and the 2023A Bonds (as such terms are defined in the Agreement). Pursuant to and as more particularly provided in the Resolution and in the Agreement, additional bonds may be issued by the Authority from time to time secured by a lien on funds held under the Agreement on a parity with the lien securing the Bonds, the 2017 Bonds and the 2023A Bonds. The Resolution is adopted and the Agreement is entered into under and this Bond is issued under, and all are to be construed in accordance with, the laws of the State of California. Pursuant to the Act, the Agreement and the Resolution, the Accreted Value of this Bond is payable solely from the annual special tax authorized under the Act to be collected within the District (the "Special Tax") and certain funds held under the Agreement. Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the Authority, as may be permitted by law. The Bonds do not constitute obligations of the Authority for which the Authority is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described hereinabove. The City of Temecula has no liability or obligations whatsoever with respect to the District, the Bonds or the Agreement. The Bonds maturing on or after September 1, are subject to redemption prior to their stated maturity on any interest payment date occurring on or after September 1, as a whole, or in part in an amount equal to $5,000 or any integral multiple thereof and among maturities as provided in the Agreement, and by lot within a maturity, at a redemption price equal to the principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium The Bonds are subject to mandatory sinking payment redemption prior to maturity, by lot, at a redemption price equal to the Accreted Value to be redeemed, without premium, from sinking payments as follows: Redemption Date Accreted Value of (September 1) Sinking Pam C-2 The Bonds are also subject to redemption from the proceeds of Special Tax Prepayments and any corresponding transfers from the Reserve Fund pursuant to the Agreement, on any Interest Payment Date, in whole, or in part in any amount equal to $5,000 Maturity Value or any integral multiple thereof and among maturities as specified in the Agreement, and by lot within a maturity, at a redemption price (expressed as a percentage at the Maturity Value of the Bonds to be redeemed), as set forth below: Redemption Dates Redemption Prices any Interest Payment Date from September 1, 103% 2023 to and including March 1, 2025 September 1, 2025 and March 1, 2026 102 September 1, 2026 and March 1, 2027 101 September 1, 2027 and any Interest Payment 100 Date thereafter Notice of redemption with respect to the Bonds to be redeemed shall be given to the registered owners thereof, in the manner, to the extent and subject to the provisions of the Agreement. Notices of optional redemption may be conditioned upon receipt by the Fiscal Agent of sufficient moneys to redeem the Bonds on the anticipated redemption date, and if the Fiscal Agent does not receive sufficient funds by the scheduled redemption date the redemption shall not occur and the Bonds for which notice of redemption was given shall remain outstanding for all purposes of the Agreement. This Bond shall be registered in the name of the owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon. No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the Accreted Value and any redemption premium shall be payable only to the registered owner or to such owner's order. The Fiscal Agent shall require the registered owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the succeeding interest payment date. Exchanges may only be made for Bonds in authorized denominations, as provided in the Agreement. The Agreement and the rights and obligations of the Authority thereunder may be modified or amended as set forth therein. The Agreement contains provisions permitting the Authority to make provision for the payment of the Accreted Value and premium, if any, of the Bonds so that such Bonds shall no longer be deemed to be outstanding under the terms of the Agreement. The Bonds are not general obligations of the Authority, but are limited obligations payable solely from the revenues and funds pledged therefor under the Agreement. Neither the faith and credit of the Authority or the State of California or any political subdivision thereof is pledged to the payment of the Bonds. C-3 This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Fiscal Agent. Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Fiscal Agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond does not exceed any debt limit prescribed by the laws or Constitution of the State of California. C-4 IN WITNESS WHEREOF, Temecula Public Financing Authority has caused this Bond to be dated the Bond Date set forth above, to be signed by the facsimile signature of the Chair of its Board of Directors and countersigned by the facsimile signature of its Secretary. ATTEST: M TEMECULA PUBLIC FINANCING AUTHORITY Chair Secretary FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the Resolution and in the Agreement which has been authenticated on , U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Fiscal Agent as Authorized Signatory C-5 ASSIGNMENT For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within -registered Bond and hereby irrevocably constitute(s) and appoints(s) attorney, to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises. Dated: Signature Guaranteed: Signature: Note: Signature(s) must be guaranteed by an eligible Note: The signature(s) on this Assignment must guarantor. correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. TABLE OF ACCRETED VALUES (per $5,000 Maturity Value) Interest Accreted Interest Accreted Payment Date Value Payment Date Value September 1, 2024 March 1, 2039 March 1, 2024 September 1, 2039 September 1, 2024 March 1, 2040 March 1, 2025 September 1, 2040 September 1, 2025 March 1, 2041 March 1, 2026 September 1, 2041 September 1, 2026 March 1, 2042 March 1, 2027 September 1, 2042 September 1, 2027 March 1, 2043 March 1, 2028 September 1, 2043 September 1, 2028 March 1, 2044 March 1, 2029 September 1, 2044 September 1, 2029 March 1, 2045 March 1, 2030 September 1, 2045 September 1, 2030 March 1, 2046 March 1, 2031 September 1, 2046 September 1, 2031 March 1, 2047 March 1, 2032 September 1, 2047 September 1, 2032 March 1, 2048 March 1, 2033 September 1, 2048 September 1, 2033 March 1, 2049 March 1, 2034 September 1, 2049 September 1, 2034 March 1, 2050 March 1, 2035 September 1, 2050 September 1, 2035 March 1, 2051 March 1, 2036 September 1, 2051 September 1, 2036 March 1, 2052 March 1, 2037 September 1, 2052 September 1, 2037 March 1, 2053 March 1, 2038 September 1, 2053 September 1, 2038 C-7 EXHIBIT D TABLE OF ACCRETED VALUES (per $5,000 Maturity Value) Interest Accreted Interest Accreted Payment Date Value Payment Date Value September 1, 2024 March 1, 2039 March 1, 2024 September 1, 2039 September 1, 2024 March 1, 2040 March 1, 2025 September 1, 2040 September 1, 2025 March 1, 2041 March 1, 2026 September 1, 2041 September 1, 2026 March 1, 2042 March 1, 2027 September 1, 2042 September 1, 2027 March 1, 2043 March 1, 2028 September 1, 2043 September 1, 2028 March 1, 2044 March 1, 2029 September 1, 2044 September 1, 2029 March 1, 2045 March 1, 2030 September 1, 2045 September 1, 2030 March 1, 2046 March 1, 2031 September 1, 2046 September 1, 2031 March 1, 2047 March 1, 2032 September 1, 2047 September 1, 2032 March 1, 2048 March 1, 2033 September 1, 2048 September 1, 2033 March 1, 2049 March 1, 2034 September 1, 2049 September 1, 2034 March 1, 2050 March 1, 2035 September 1, 2050 September 1, 2035 March 1, 2051 March 1, 2036 September 1, 2051 September 1, 2036 March 1, 2052 March 1, 2037 September 1, 2052 September 1, 2037 March 1, 2053 March 1, 2038 September 1, 2053 September 1, 2038 D-1 Stradling Draft of 1130123 TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, SERIES 2023A TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, CAPITAL APPRECIATION SERIES 2023B BOND PURCHASE AGREEMENT 92023 Temecula Public Financing Authority Temecula, California Ladies and Gentlemen: Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (this "Purchase Agreement") with the Temecula Public Financing Authority (the "Authority"), for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), which, upon acceptance, will be binding upon the Authority and upon the Underwriter. This offer is made subject to its acceptance by the Authority as evidenced by its execution and delivery to the Underwriter prior to 5:00 p.m. PST on the date hereof and, if not accepted prior thereto, will be subject to withdrawal by the Underwriter upon written notice delivered to the Authority at any time prior to the acceptance hereof by the Authority. The Authority acknowledges and agrees that: (i) the purchase and sale of the Bonds (as such term is defined below) pursuant to this Purchase Agreement is an arm's-length commercial transaction between the Authority and the Underwriter; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as a "municipal advisor" (as defined in Section 15B of the Securities Exchange Act of 1934, as amended) to either the Authority or the District; (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Authority with respect to the offering of the Bonds (as such term is defined below) contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority on other matters); (iv) the Underwriter has financial interests that may differ from, and be adverse to, those of the Authority and the District; and (v) the Authority has consulted its own legal, financial and other advisors to the extent it has deemed appropriate with respect to this transaction. Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter agrees to purchase from the Authority, 4879-2483 -0003v9/20035 6-0548 and the Authority agrees to sell to the Underwriter, all (but not less than all) of: (i) the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Series 2023A (the "Series 2023A Bonds") in the aggregate initial principal amount specified in Exhibit A hereto; and (ii) the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Capital Appreciation Series 2023B (the "Series 2023B Bonds"; and, together with the Series 2023A Bonds, the "Bonds") in the aggregate initial principal amount specified in Exhibit A hereto. (1) The Series 2023A Bonds shall be dated the Closing Date (as such term is defined below), shall bear interest from said date (payable semiannually on each March 1 and September 1, commencing September 1, 2023 (each, an "Interest Payment Date")) at the rates per annum, shall mature on September 1 in each of the years and in the amounts, and shall be subject to redemption, all as set forth in Exhibit A hereto. The purchase price for the Series 2023A Bonds shall be the amount specified as such in Exhibit A hereto. (2) The Series 2023B Bonds are being issued as capital appreciation bonds. The Series 2023B Bonds shall be dated the Closing Date and interest thereon shall accrete at the rate set forth on Exhibit A, compounded semiannually on each Interest Payment Date following the Closing Date, assuming in any such semiannual period that the "Accreted Value" (being the initial principal amount of the Series 2023B Bonds plus the accreted interest thereon to the date of calculation) increases in equal daily amounts on the basis of a 360-day year of twelve, 30-day months. The Accreted Values of the Series 2023B Bonds as of each Interest Payment Date during the term thereof is set forth in Exhibit F hereto. The Series 2023B Bonds will not pay current interest. (b) The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable as provided in, an Amended and Restated Fiscal Agent Agreement by and between the Authority and U.S. Bank Trust Company, National Association, as Fiscal Agent (the "Fiscal Agent"), dated as of March 1, 2023 (the "Fiscal Agent Agreement"). The Bonds shall be approved by Resolution No. TPFA 2023- adopted by the Board of Directors of the Authority (the "Board of Directors"), as the legislative body of the Authority and the District, on [February 14], 2023 (the "Resolution of Issuance"). The Bonds and interest thereon will be payable from Special Tax Revenues (as that term is defined in the Fiscal Agent Agreement) derived from a special tax which is referred to in the Fiscal Agent Agreement as "Special Tax A" and which is to be levied and collected on the taxable land within the District in accordance with Resolution No. TPFA 16-04 adopted by the Board of Directors on April 26, 2016 (the "Resolution of Formation") and Ordinance No. TPFA 16-01 (the "Ordinance") adopted by the Board of Directors on May 10, 2016. Proceeds of the sale of the Bonds will be used in accordance with the Fiscal Agent Agreement and the Mello -Roos Community Facilities Act of 1982, as amended (Sections 53311 et seq. of the Government Code of the State of California) (the "Act"), to: (i) pay the costs of the acquisition of certain public facilities necessitated by the development of the District (the "Facilities"), (ii) make a deposit to a reserve fund for the Bonds, (iii) make a deposit to a capitalized interest account for the Bonds, and (iv) pay the costs of issuing the Bonds. The Resolution of Formation, the Resolution of Issuance, Authority Resolution Nos. TPFA 16-05 through TPFA 16-07 and the Ordinance are collectively referred to herein as the "District Resolutions." (c) At or prior to the date of the Preliminary Official Statement for the Bonds, dated [February ], 2023 (the "Preliminary Official Statement"), except to the extent waived by the Underwriter, there shall have been delivered to the Underwriter a certificate of each of Richmond American Homes of Maryland, Inc. ("Richmond American"), Taylor Morrison of California, LLC Pa 4879-2483 -0003v9/20035 6-0548 ("Taylor Morrison"), Woodside 05S, LP ("Woodside"), and Wingsweep Corporation ("Wingsweep") (each, an "Owner" and, collectively, the "Owners"), in the forms attached hereto as Exhibit 13-1 (with respect to Richmond American and Taylor Morrison), Exhibit B-2 (with respect to Woodside), and Exhibit B-3 (with respect to Wingsweep) with only such changes thereto as shall have been accepted by the Underwriter. (d) Subsequent to its receipt of the Authority's 15c2-12 Certificate, in substantially the form attached hereto as Exhibit C, deeming the Preliminary Official Statement final for purposes of Rule 15c2-12 ("Rule 15c2-12") of the Securities and Exchange Commission (the "SEC"), the Underwriter has distributed copies of the Preliminary Official Statement. The Authority hereby ratifies the use by the Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and distribute in printed and/or electronic format the final Official Statement dated the date hereof (including all information previously permitted to have been omitted from the Preliminary Official Statement by Rule 15c2-12, and any supplements and amendments thereto as have been approved by the Authority as evidenced by the execution and delivery of such document by an officer of the Authority) (the "Official Statement"), the Fiscal Agent Agreement, the Continuing Disclosure Agreement of the Authority (the "Authority Disclosure Agreement"), the Joint Community Facilities Agreement by and between the City of Temecula and the Authority (the "JCFA"), the Acquisition Agreement, dated as of March 1, 2017, by and between Roripaugh Valley Restoration, LLC and the Authority (as amended by the First Amendment and Second Amendment thereto and as assigned to Woodside 05S, LP, the "Acquisition Agreement"), this Purchase Agreement, and all information contained therein, and all other documents, certificates and written statements furnished by the Authority to the Underwriter in connection with the offer and sale of the Bonds by the Underwriter. The Underwriter hereby agrees to deliver a copy of the Official Statement to the Municipal Securities Rulemaking Board (the "MSRB") through the Electronic Municipal Marketplace Access website of the MSRB on or before the Closing Date and otherwise to comply with all applicable statutes and regulations in connection with the offering and sale of the Bonds, including, without limitation, MSRB Rule G-32 and Rule 15c2-12. (e) At 8:00 a.m., Pacific Standard Time, on March _, 2023, or at other time or date as shall be agreed upon by the Underwriter and the Authority (such time and date being herein referred to as the "Closing Date"), the Authority will deliver (i) to The Depository Trust Company ("DTC") or to the Fiscal Agent, acting as DTC's agent, the Bonds in definitive form (all Bonds being in book - entry form registered in the name of Cede & Co. and having the CUSIP numbers assigned to them printed thereon), duly executed by the officers of the Authority and authenticated by the Fiscal Agent, as provided in the Fiscal Agent Agreement, and (ii) to the Underwriter, at the offices of Bond Counsel (as such term is defined below), or at such other place as shall be mutually agreed upon by the Authority and the Underwriter, the other documents mentioned in Section 4(d) below; and the Underwriter shall accept such delivery and pay the purchase price of the Bonds in immediately available funds (such delivery and payment being herein referred to as the "Closing"). 2. Public Offering and Establishment of Issue Price (a) Except as otherwise disclosed and agreed to by the Authority, the Underwriter agrees to make a bona fide public offering of the Bonds at the initial public offering price or prices set forth on the inside cover page of the Official Statement and in Exhibit A; provided, however, that the Underwriter reserves the right to change such initial public offering prices as the Underwriter deems necessary or desirable, in its sole discretion, in connection with the marketing of the Bonds, and to sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and 4879-2483 -0003v9/20035 6-0548 others at prices lower than the initial offering prices set forth in the Official Statement. A "bona fide public offering" shall include an offering to institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold. (b) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing (defined below) an "issue price" or similar certificate, together with copies of supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit G, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Quint & Thimmig LLP ("Bond Counsel") to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority's municipal advisor, Fieldman, Rolapp & Associates (the "Municipal Advisor"), and any notice or report to be provided to the Authority may be provided to the Authority's Municipal Advisor. (c) Except as otherwise set forth in Exhibit A attached hereto, the Authority will treat the first price at which 10% of each maturity of the Bonds (the "10% test"), identified under the column "10% Test Used" in Exhibit A, is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (defined below) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter's reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Authority or Bond Counsel. For purposes of this section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. (d) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, identified under the column "Hold the Offering Price Rule Used," as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold - the -offering -price rule"). So long as the hold -the -offering -price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following. (1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. 4 4879-2483 -0003v9/20035 6-0548 The Underwriter will advise the Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (e) The Underwriter confirms that: (i) any selling group agreement and any third -parry distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker -dealer that is a parry to such third -party distribution agreement, as applicable: (A) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold -the -offering -price rule, if applicable, if and for so long as directed by the Underwriter, (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker -dealer, the Underwriter shall assume that each order submitted by the dealer or broker -dealer is a sale to the public. (ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker -dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold -the -offering -price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (f) The Authority acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event 5 4879-2483 -0003v9/20035 6-0548 that a third -party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Bonds, as set forth in the third -party distribution agreement and the related pricing wires. The Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a third -party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the -offering - price rule, if applicable to the Bonds. (g) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: (i) "public" means any person other than an underwriter or a related party; (ii) "underwriter" means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Bonds to the public); (iii) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (iv) "sale date" means the date of execution of this Purchase Agreement by the Authority and the Underwriter. 3. Representations, Warranties and Agreements of the Authority. The Authority represents, warrants and covenants to and agrees with the Underwriter that: (a) The Authority is duly organized and validly existing as a joint exercise of powers authority under the laws of the State of California and has duly authorized the formation of the District pursuant to the Resolution of Formation and the Act. The Board of Directors, as the legislative body of the Authority and the District, has duly adopted the District Resolutions, and has caused to be recorded a Notice of Special Tax Lien in the real property records of the County of Riverside (the "County") as Document No. 2016-0180604, as amended by an Amendment to Notice of Special Tax Lien as recorded in the real property records of the County as Document No. 2022- 0423076, (together, the "Notice of Special Tax Lien"). (The District Resolutions and the Notice of 6 4879-2483 -0003v9/20035 6-0548 Special Tax Lien are collectively referred to herein as the "Formation Documents"). Each of the Formation Documents remains in full force and effect as of the date hereof and has not been amended (except as the Amendment to Notice of Special Tax Lien amended the Notice of Special Tax Lien), modified or supplemented. The District is duly organized and validly existing as a community facilities district under the laws of the State of California (the "State"). The Authority has, and at the Closing Date will have, as the case may be, full legal right, power and authority (i) to execute, deliver and perform its obligations under this Purchase Agreement, the Fiscal Agent Agreement, the Authority Disclosure Agreement, the JCFA and the Acquisition Agreement (collectively, the "Authority Documents") and to carry out all transactions on its part contemplated by each of the Authority Documents and the Official Statement; and (ii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Resolution of Issuance and the Fiscal Agent Agreement and as provided herein. (b) The Authority has complied, and will at the Closing Date be in compliance, in all material respects, with the Formation Documents and the Authority Documents, and any immaterial non-compliance by the Authority will not impair the ability of the Authority to carry out, give effect to or consummate the transactions on its part contemplated by the foregoing. From and after the date of issuance of the Bonds, the Authority will continue to comply with the covenants of the Authority contained in the Authority Documents. (c) The Board of Directors has duly and validly: (i) adopted the District Resolutions, (ii) called, held and conducted in accordance with all requirements of the Act an election within the District to approve the levy of the Special Tax within the District and to authorize bonded indebtedness of the District, (iii) authorized and approved the issuance of the Bonds and due performance by the Authority of its obligations set forth in the Authority Documents, (iv) authorized the preparation, delivery and distribution of the Preliminary Official Statement and the Official Statement, and (v) authorized and approved the performance by the Authority of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by, each of the Authority Documents (including, without limitation, the levy of the Special Tax), the Bonds and the Official Statement; and, at the Closing Date, the Formation Documents will be in full force and effect and the Authority Documents and the Bonds will constitute the valid, legal and binding obligations of the Authority and (assuming due authorization, execution and delivery by other parties thereto, where necessary) will be enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought and to the limitations on legal remedies against public agencies in the State. (d) To the best of the Authority's knowledge, neither the Authority nor the District is in breach of or default under any applicable law or administrative rule or regulation of the State or the United States, or of any department, division, agency or instrumentality thereof, or under any applicable court or administrative decree or order to which the Authority or the District is subject, or under any loan agreement, note, resolution, fiscal agent agreement, contract, agreement or other instrument to which the Authority or District is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the performance by the Authority or the District of their respective obligations under the Bonds, the Formation Documents or the Authority Documents, and compliance with the provisions of each thereof will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State or the United States, or of any department, division, agency or instrumentality thereof, or under 7 4879-2483 -0003v9/20035 6-0548 any applicable court or administrative decree or order to which the Authority or the District is subject, or a material breach of or default under any loan agreement, note, resolution, indenture, fiscal agent agreement, trust agreement, contract, agreement or other instrument to which the Authority or the District is a party or is otherwise subject or bound. (e) Except for compliance with blue sky or other states securities law filings, as to which the Authority makes no representations, all approvals, consents, authorizations, elections and orders of or filings or registrations with any State governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Authority of its obligations hereunder, or under the Formation Documents or the Authority Documents, have been obtained and are in full force and effect. (f) The Special Tax constituting the source of funds for the payment of the Bonds has been duly and lawfully authorized and may be levied under the Act, the State Constitution and the applicable laws of the State; and such Special Tax constitutes a valid and legally binding continuing lien on the properties on which it has been levied; except as described in the Official Statement, the Authority is unaware of any outstanding special assessment liens or special tax liens applicable to any property within the District other than the Special Tax authorized to be levied by the Authority on behalf of the District; and the Authority has no present intention of conducting further proceedings leading to the levying of any additional special assessments or special taxes against any such property. (g) The Authority will not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without prior written notification of the Underwriter. Until the date which is twenty-five (25) days after the "end of the underwriting period" (as hereinafter defined), if any event shall occur of which the Authority is aware, as a result of which it may be necessary to supplement the Official Statement in order to make the statements in the Official Statement, in light of the circumstances existing at such time, not misleading, the Authority shall forthwith notify the Underwriter of such event and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary, in the Underwriter's reasonable opinion, so that the statements therein as so supplemented will not be misleading in light of the circumstances existing at such time; and the Authority shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. If any such amendment or supplement of the Official Statement shall occur after the Closing Date, the Authority also shall furnish, or cause to be furnished, such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such amendment or supplement to the Official Statement. As used herein, the term "end of the underwriting period" means the later of such time as (i) the Authority delivers the Bonds to the Underwriter, or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public; and unless the Underwriter gives notice to the contrary, the "end of the underwriting period" shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the Authority at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the "end of the underwriting period." (h) The Fiscal Agent Agreement creates a valid pledge of the Special Tax Revenues and the moneys in the Bond Fund, the Reserve Fund and, until disbursed as provided in the Fiscal Agent Agreement, the Special Tax Fund established pursuant to the Fiscal Agent Agreement, subject in all 8 4879-2483 -0003v9/20035 6-0548 cases to the provisions of the Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein. Until such time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon to maturity or to the date of redemption if redeemed prior to maturity, and premium, if any, the Authority will faithfully perform and abide by all of its obligations under the Fiscal Agent Agreement. (i) Except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body with respect to which the Authority has been served with process or has received pleadings or equivalent documents is pending or, to the best knowledge of the Authority, is threatened (i) which would materially adversely affect the ability of the Authority to perform its obligations under the Bonds, the Formation Documents or the Authority Documents, or (ii) which seeks to restrain or to enjoin (A) the development of any of the land within the District in the manner described in the Preliminary Official Statement and the Official Statement, (B) the issuance, sale or delivery of the Bonds, (C) the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or (D) the collection or application of the Special Tax pledged or to be pledged to pay the principal of and interest on, and the accreted value of, as applicable, the Bonds, or the pledge thereof, or which in any way contests or affects the validity or enforceability of the Bonds, the Formation Documents, the Authority Documents, or any action contemplated by any of said documents, or (iii) which in any way contests the completeness or accuracy of the Official Statement or the powers or authority of the Authority with respect to the Bonds, the Formation Documents, the Authority Documents, or any action of the Authority or the District contemplated by any of said documents; nor is there any action pending with respect to which the Authority has been served with process or has received pleadings or equivalent documents or, to the best knowledge of the Authority, threatened against the Authority or the District which alleges that interest on the Bonds is not excludable from gross income of the owners of the Bonds for federal income tax purposes or is not exempt from California personal income taxation. 0) The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order for the Underwriter to qualify the Bonds for offer and sale under the blue sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, the Authority shall not be required to register as a dealer or a broker of securities or to consent to service of process in connection with any blue sky filing. (k) Any certificate signed by any official of the Authority authorized by the Board of Directors of the Authority to do so and delivered pursuant to this Purchase Agreement shall be deemed a representation and warranty to the Underwriter as to the statements made therein. (1) The Authority will apply the proceeds of the Bonds in accordance with the Fiscal Agent Agreement and as described in the Official Statement. (m) The information contained in the Preliminary Official Statement (except the information under the captions "THE DISTRICT — Sommers Bend" and "THE DISTRICT — The Primary Developer, the Merchant Builders, and Wingsweep Corporation," any information supplied by the Underwriter, any information regarding DTC or its book -entry system, and CUSIP numbers, as to which no view is expressed) was as of the date thereof, and the information contained in the Official Statement (except the information under the captions "THE DISTRICT — Sommers Bend" 9 4879-2483 -0003v9/20035 6-0548 and "THE DISTRICT — The Primary Developer, the Merchant Builders, and Wingsweep Corporation," any information supplied by the Underwriter, any information regarding DTC or its book -entry system, and CUSIP numbers, as to which no view is expressed) is as of its date and will be on the Closing Date, true and correct in all material respects; and such information does not and shall not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (n) The Preliminary Official Statement heretofore delivered to the Underwriter has been deemed final by the Authority as of its date, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2-12. The Authority hereby covenants and agrees that, within seven (7) business days from the date hereof, or, if sooner, upon reasonable written notice from the Underwriter, within sufficient time to accompany any confirmation requesting payment for Bonds from any customer of the Underwriter the Authority shall cause a final printed form of the Official Statement to be delivered to the Underwriter in a quantity mutually agreed upon by the Underwriter and the Authority so that the Underwriter may comply with paragraph (b)(4) of Rule 15c2-12 and Rules G-12, G-15, G-32 and G-36 of the MSRB. (o) Except as disclosed in the Official Statement, the Authority is not, and has not been within the last five (5) years, in material breach of any reporting obligation that it has undertaken under Rule 15c2-12. (p) Prior to the end of the underwriting period, the Authority shall not amend, terminate, or rescind, and will not agree to any amendment, termination, or rescission of the Formation Documents, the Authority Documents (in the forms delivered at the Closing) or this Purchase Agreement without the prior written consent of the Underwriter (which consent shall not be unreasonably delayed or withheld). (q) The Authority shall not knowingly take or omit to take any action that, under existing law, may adversely affect the exemption from personal income taxation of the State or the exclusion from gross income of the owners of the Bonds for federal income tax purposes of the interest on the Bonds. 4. Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the Authority contained herein, as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Authority made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the Authority of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions: (a) At the Closing Date, the Formation Documents and the Authority Documents shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the transactions contemplated thereby and by this Purchase Agreement, all such actions as, in the opinion of Quint & Thimmig LLP ("Bond Counsel") shall be necessary and appropriate. 10 4879-2483 -0003v9/20035 6-0548 (b) The information contained in the Official Statement will, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant to Section 3(g) hereof, be true and correct in all material respects and will not, as of the Closing Date or as of the date of any supplement or amendment thereto pursuant to Section 3(g) hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Between the date hereof and the Closing Date, the market price or marketability of the Bonds at the initial offering prices set forth in the Official Statement or the ability of the Underwriter to enforce contracts for the sale of Bonds shall not have been materially adversely affected, in the reasonable judgment of the Underwriter (as evidenced by a written notice to the Authority terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following: (1) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department or the Internal Revenue Service of the United States of America, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon the interest that would be received by the owners of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof, (2) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America, or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the SEC, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Fiscal Agent Agreement is not exempt from qualification under the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, or of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement is or would be in violation of the federal securities laws, rules or regulations as amended and then in effect; (3) any amendment to the federal or California Constitution or action by any federal or State court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the Authority or the District, their respective properties, incomes, or securities (or interest thereon), the validity or enforceability of the Special Tax, or the ability of the Authority to finance the acquisition and construction of the Facilities (as defined in the Acquisition Agreement) as contemplated by the Acquisition Agreement and the Fiscal Agent Agreement; (4) any event occurring, or information becoming known, which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or results in the Official Statement containing any 11 4879-2483 -0003v9/20035 6-0548 untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (x) the Authority refuses to permit the Official Statement to be supplemented to supply such statement or information or (y) the effect of any such supplement would be to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; (5) a declaration of war or an escalation of, or engagement in, military hostilities by the United States or the occurrence of any other national or international emergency or calamity relating to the effective operation of the government of, or the financial community in, the United States; (6) the declaration of a general banking moratorium by federal, State of New York or State of California authorities, or the general suspension of trading on any national securities exchange or the fixing and maintaining in force of minimum or maximum prices for trading or maximum ranges for prices for securities on the New York Stock Exchange or other national securities exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction; (7) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (8) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; (9) there shall have been any material adverse change in the financial affairs of the Authority or the District; (10) there shall be filed or threatened any litigation described in Section 3(i); (11) there shall be established any new restriction on transactions in securities materially affecting the free market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a change to the net capital requirements of, underwriters established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or (12) a stop order, release, regulation, or no -action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made to the effect that the issuance, offering, or sale of the Bonds, including all the underlying obligations as contemplated hereby or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation of any provision of federal securities laws at the Closing Date. 12 4879-2483 -0003v9/20035 6-0548 (d) On the Closing Date, the Underwriter shall have received originals or true and correct copies of the following documents, in either printed or electronic format in each case satisfactory in form and substance to the Underwriter: (1) The Formation Documents and the Authority Documents, together with a certificate dated as of the Closing Date of the Secretary of the Authority to the effect that each of the District Resolutions is a true, correct and complete copy of the one duly adopted by the Board of Directors; (2) The Preliminary Official Statement and the Official Statement; (3) An approving opinion of Bond Counsel, dated the Closing Date and addressed to the Authority, in the form attached to the Official Statement as Appendix D, and a letter from Bond Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that such approving opinion may be relied upon by the Underwriter to the same extent as if such opinion was addressed to it; (4) A supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that (i) the JCFA, the Acquisition Agreement, the Authority Disclosure Agreement and this Purchase Agreement have been duly authorized, executed and delivered by the Authority, and, assuming such agreements constitute valid and binding obligations of the respective other parties thereto, they constitute the legally valid and binding agreements of the Authority enforceable against the Authority in accordance with their terms, except as enforcement may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights or remedies and by general principles of equity (regardless of whether such enforceability is considered in equity or at law); (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; (iii) the information contained in the Official Statement on the cover and under the captions "INTRODUCTION," "PLAN OF FINANCING," "THE 2023 BONDS (excluding the subheading "Scheduled Debt Service"), "SECURITY FOR THE 2023 BONDS," "TAX MATTERS," and Appendices C and D thereof is accurate, insofar as such information purports to summarize or replicate certain provisions of the Act, the Bonds and the Fiscal Agent Agreement and the exclusion from gross income of the owners of the Bonds for federal income tax purposes and exemption from State personal income taxes of interest on the Bonds; and (iv) the Special Taxes have been duly and validly authorized in accordance with the provisions of the Act; (5) A letter, dated the Closing Date and addressed to the Authority and the Underwriter of Quint & Thimmig LLP, in its capacity as the Authority's disclosure counsel ("Disclosure Counsel"), to the effect that, without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, but on the basis of their participation in conferences with representatives of the Authority and the District, Richards, Watson & Gershon, A Professional Corporation, as counsel to the Authority, Fieldman Rolapp & Associates, as municipal advisor to the Authority (the "Municipal Advisor"), the Underwriter, the Owners, the Appraiser (as such term is defined below), the Special Tax Consultant (as such term is defined below) and others, and their examination of certain documents, no facts have come to their attention which would lead them to believe that the Official Statement as of its date or as of the Closing Date contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the 13 4879-2483 -0003v9/20035 6-0548 light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial, statistical, economic, engineering, or demographic data or forecasts, numbers, charts, tables, graphs, maps, estimates, projections, assumptions or expressions of opinion, or any information about feasibility, valuation, appraisals, market absorption, real estate, archaeological, or environmental matters, the Appendices to the Official Statement or any information about debt service requirements, book -entry, The Depository Trust Company, or tax exemption contained in the Official Statement); (6) An opinion, dated the Closing Date and addressed to the Underwriter, of Stradling Yocca Carlson & Rauth, a Professional Corporation ("Underwriter's Counsel"), in form and substance acceptable to the Underwriter; (7) A certificate or certificates, dated the Closing Date and signed by an authorized officer of the Authority, ratifying the use and distribution by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offering and sale of the Bonds; and certifying that (i) the representations and warranties of the Authority contained in Section 3 hereof are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, except that all references therein to the Preliminary Official Statement shall be deemed to be references to the Official Statement; (ii) to the best of his or her knowledge, no event has occurred since the date of the Official Statement affecting the matters discussed therein which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make the statements and information contained in the Official Statement not misleading in any material respect; and (iii) the Authority has complied, in all material respects, with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the Authority Documents at or prior to the Closing Date; (8) An opinion, dated the Closing Date and addressed to the Underwriter, of legal counsel to the Authority, in substantially the form attached hereto as Exhibit E; (9) A closing certificate of each Owner (each, an "Owner Closing Certificate"), dated the Closing Date, to the effect that the certifications, representations and warranties set forth in the certificate of such Owner delivered pursuant to Section 1(c) hereof are true and correct in all material respects as of the Closing Date, except that all references in such certificate to the Preliminary Official Statement shall be deemed to be references to the Official Statement. The Owner Closing Certificates shall also provide that, until the date which is twenty-five days after the "end of the underwriting period" as defined in Section 3(g) of the Bond Purchase Agreement (provided Owner may assume the End of the Underwriting Period is the Closing Date (as defined in the Bond Purchase Agreement), unless it receives written notice from the Underwriter that the End of the Underwriting Period is later than the Closing Date), if any event regarding Owner, its Relevant Entities, the Property, or the development of the Property shall occur of which Owner becomes aware, as a result of which the information referred to in Section 3 of the Certificate of the Owner dated [the date of the Preliminary Official Statement] contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, Owner shall notify Authority and the Underwriter, and if, in the opinion of counsel to the Authority or the Underwriter, such event requires a supplement to the information in the Official Statement referenced in Section 3 of the Certificate of the Owner dated [the date of the Preliminary Official Statement], Owner shall reasonably cooperate with the Authority and the Underwriter in the preparation of a supplement to the Official Statement in form and substance satisfactory counsel to the Authority and the Underwriter which will 14 4879-2483 -0003v9/20035 6-0548 supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing as of the date of the Supplement to the Official Statement, not misleading; (10) An opinion from counsel to Woodside 055, LP, dated the Closing Date and addressed to the Underwriter and the Authority, substantially in the form attached hereto as Exhibit D; (11) One or more certificates dated the Closing Date from Webb Municipal Finance, LLC (the "Special Tax Consultant") addressed to the Authority and the Underwriter to the effect that (i) the Special Tax, if collected in the maximum amounts permitted from the properties in the District whose Special Tax will not have been prepaid in full at or before the Closing Date, and without regard to the portion thereof levied to pay Administrative Expenses, will generate in each Fiscal Year at least 110% of the debt service payable with respect to the Bonds and the 2017 Bonds in the calendar year that begins in such Fiscal Year; (ii) all information appearing in the Official Statement for which the Special Tax Consultant is identified as being the source is true and correct as of the date of the Official Statement and as of the Closing Date; and (iii) the statements concerning the Special Tax and the statistical and financial data set forth in the tables and discussion in the Official Statement which were derived from information supplied by the Special Tax Consultant for use in the Official Statement are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and no events or occurrences have been ascertained by the Special Tax Consultant or have come to its attention that would substantially change such information set forth in the Official Statement; (12) A letter from Integra Realty Resources (the "Appraiser"), dated the Closing Date and addressed to the Underwriter and the Authority to the effect that it has prepared the appraisal report with respect to the property located within the District dated October 11, 2023, (the "Appraisal Report") and as supplemented by an Update Appraisal Report dated January 6, 2023 (the "Update Letter"), and that: (a) the Appraisal Report and Update Letter were included in the Preliminary Official Statement and the Official Statement with its permission, (b) none of the Appraisal Report, the Update Letter, or the information in the Official Statement referring to the Appraisal Report and Update Letter contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (c) no events or occurrences have been ascertained by the Appraiser or have come to the Appraiser's attention that would materially change its opinion as to value set forth in the Appraisal Report and Update Letter; (13) A certificate of the Authority dated the Closing Date, in a form acceptable to Bond Counsel to the effect, that the Bonds are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended; (14) A certificate of the Fiscal Agent and an opinion of counsel to the Fiscal Agent, each dated the Closing Date and addressed to the Authority and the Underwriter, in form satisfactory to Bond Counsel and Underwriter's Counsel, to the effect that the Fiscal Agent has authorized the execution and delivery of the Fiscal Agent Agreement and that the Fiscal Agent Agreement is a valid and binding obligation of the Fiscal Agent enforceable in accordance with its terms; 15 4879-2483 -0003v9/20035 6-0548 (15) Evidence that the federal tax information Form 8038-G has been prepared for filing; (16) A Continuing Disclosure Agreement —Primary Developer, dated as of the Closing Date, by and between Woodside 055, LP and Webb Municipal Finance, LLC, as dissemination agent, in substantially the form set forth in Appendix F to the Preliminary Official Statement; and (17) A copy of the certificate of the Issuer required to be delivered to the Fiscal Agent as a condition of the issuance of the Bonds on a parity with the outstanding 2017 Bonds (as defined in the Fiscal Agent Agreement). (18) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the statements and information contained in the Official Statement, of the Authority's representations and warranties contained herein, and of the representations and warranties of each of the Owners as set forth in the certificates delivered by them pursuant to Section 1(c) hereof, and the due performance or satisfaction by the Authority at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the Authority in connection with the transactions contemplated hereby. If the Authority shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter nor the Authority shall be under any further obligation hereunder, except that the respective obligations of the Authority and the Underwriter set forth in Section 6 hereof shall continue in full force and effect. 5. Conditions of the Authority's Obligations. The Authority's obligations hereunder are subject to the Underwriter's performance of its obligations hereunder, and are also subject to the following conditions: (a) As of the Closing Date, no litigation shall be pending or, to the knowledge of the duly authorized officer of the Authority executing the certificate referred to in Section 4(d)(7) hereof, threatened, to restrain or enjoin the issuance or sale of the Bonds or in any way affecting any authority for or the validity of the Bonds, the Formation Documents, the Authority Documents or the existence or powers of the Authority; and (b) As of the Closing Date, the Authority shall receive the approving opinion of Bond Counsel referred to in Section 4(d)(3) hereof, dated as of the Closing Date. 6. Expenses. Whether or not the Bonds are delivered to the Underwriter as set forth herein: (a) The Underwriter shall be under no obligation to pay, and the Authority shall pay or cause to be paid (out of any legally available funds of the Authority or the District), all expenses incident to the performance of the Authority's obligations hereunder, including, but not limited to, the cost of printing and delivering the Bonds to DTC, the cost of preparation, printing, distribution and delivery of the Preliminary Official Statement and the Official Statement (including any 16 4879-2483 -0003v9/20035 6-0548 amendment thereof or supplement thereto), the reasonable cost of confirming that the Authority has timely filed materially complete disclosure reports in conformance with the Authority's continuing disclosure undertakings pursuant to Rule 15c2-12 in each of the last five fiscal years; and all other agreements and documents contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter (excluding the fees and disbursements of the Underwriter's Counsel); and the fees and disbursements of the Fiscal Agent for the Bonds and Bond Counsel, Disclosure Counsel, the Municipal Advisor, the Special Tax Consultant and any accountants, engineers or any other experts or consultants the Authority has retained in connection with the Bonds; and (b) The Authority shall be under no obligation to pay, and the Underwriter shall pay, any fees of the California Debt and Investment Advisory Commission, the cost of obtaining CUSIP numbers, the cost of preparation of any "blue sky" or legal investment memoranda and this Purchase Agreement; and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds (except those specifically enumerated in paragraph (a) of this section), including the fees and disbursements of its counsel and any advertising expenses. 7. Notices. Any notice or other communication to be given to the Authority under this Purchase Agreement may be given by delivering the same in writing to the Authority at 41000 Main Street, Temecula, California 92590, Attention: Director of Finance; and any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, 35th Floor, San Francisco, CA 94104, Attention: Sara Oberlies Brown, Managing Director. 8. Parties in Interest. This Purchase Agreement is made solely for the benefit of the Authority and the Underwriter (including their successors or assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. The term "successor" shall not include any owner of a Bond merely by virtue of such ownership. 9. Survival of Representations and Warranties. The representations and warranties of the Authority set forth in or made pursuant to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the Authority and regardless of delivery of and payment for the Bonds. 10. Effective. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Authority and shall be valid and enforceable as of the time of such acceptance. 11. No Prior Agreements. This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of Bonds for the Authority. 12. Governing Law. This Purchase Agreement shall be governed by the laws of the State of California applicable to contracts made and performed in California. 17 4879-2483 -0003v9/20035 6-0548 13. Counterparts. This Purchase Agreement may be executed simultaneously in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. Very truly yours, STIFEL, NICOLAUS & COMPANY, INCORPORATED Managing Director ACCEPTED at a.m./p.m. PST: TEMECULA PUBLIC FINANCING AUTHORITY FOR AND ON BEHALF OF THE TEMECULA PUBLIC FINANCE AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) am Executive Director 18 4879-2483 -0003v9/20035 6-0548 Maturity Date (September 1) 20 20 20 20 EXHIBIT A MATURITY SCHEDULES TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, SERIES 2023A Hold the Principal 10% Test Offering Amount Interest Rate Yield Price Used Price Used The purchase price of the Series 2023A Bonds shall be $ , which is the principal amount thereof ($ ) [plus/less net] original issue [premium/discount] of $ and Underwriter's discount of $ TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, CAPITAL APPRECIATION SERIES 2023B Hold the Initial 10% Offering Maturity Date Principal Accretion Test Price Maturity (September 1) Amount Rate Yield Price Used Used Value $ $ The purchase price of the Series 2023B Bonds shall be $ , which is the principal amount thereof ($ ) [plus/less net] original issue [premium/discount] of $ and Underwriter's discount of $ A-1 4879-2483-0003v9/200356-0548 The Bonds shall be subject to redemption in accordance with the following: Optional Redemption. The Series 2023A Bonds maturing on or after September 1, 20_ are subject to optional redemption prior to their stated maturity on any Interest Payment Date occurring on or after September 1, 20, as a whole, or in part in an amount equal to $5,000 or any integral multiple thereof and among maturities so as to maintain substantially level debt service on the Bonds, and by lot within a maturity, at a redemption price equal to the principal amount of the Series 2023A Bonds to be redeemed together with accrued interest thereon to the date fixed for redemption, without premium. The Series 2023B Bonds are subject to optional redemption prior to their stated maturity on any Interest Payment Date occurring on or after September 1, 20_, as a whole, or in part in amounts of $5,000 Maturity Value or any integral multiple thereof among maturities so as to maintain substantially level debt service on the Bonds, and by lot within a maturity, at a redemption price equal to the then Accreted Value of the Series 2023B Bonds to be redeemed, without premium. Mandatory Sinking Payment Redemption. The Series 2023A Bonds maturing on September 1, 20_, are subject to mandatory sinking payment redemption in part on September 1, 20_, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (September 1) Sinking Payments 20 20 20 20 20_ (maturity) The Series 2023A Bonds maturing on September 1, 20_, are subject to mandatory sinking payment redemption in part on September 1, 20_, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (September 1) Sinking Payments 20 20 20 20 20_ (maturity) The Series 2023A Bonds maturing on September 1, 20, are subject to mandatory sinking payment redemption in part on September 1, 20 , and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with A-2 4879-2483-0003v9/200356-0548 accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (September 1) Sinking Payments 20 20 20 20 20_ (maturity) The amounts in the foregoing table shall be reduced as a result of any prior partial redemption of the Series 2023A Bonds pursuant to an optional redemption or mandatory redemption from prepaid Special Taxes, as specified in writing by the Treasurer to the Fiscal Agent. The Series 2023B Bonds are subject to mandatory redemption in part on September 1, _, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the then Accreted Value thereof to be redeemed, without premium, from sinking payment as follows: Redemption Date Accreted Value of (September 1) Sinking Payments 20 $ 20 20 20 20_ (maturity) The amounts in the foregoing table shall be reduced as a result of any prior partial redemption of the Series 2023B Bonds pursuant to an optional redemption or mandatory redemption from prepaid Special Taxes, as specified in writing by the Treasurer to the Fiscal Agent. Redemption from Special Tax Prepayments. Special Tax Prepayments and any corresponding transfers from the Reserve Fund shall be used to redeem the Bonds in whole or in part in an amount equal to $5,000 ($5,000 Maturity Value with respect to the Series 2023B Bonds) or any integral multiple thereof, on the next Interest Payment Date for which notice of redemption can timely be given, by lot within a maturity and allocated among series and maturities of the Series 2023A Bonds and Series 2023B Bonds so as to maintain substantially level debt service on the Bonds, at a redemption price (expressed as a percentage of the principal amount of the Series 2023A Bonds or the Accreted Value as of the redemption date of the Series 2023B Bonds, as applicable, to be redeemed), as set forth below, together with (in the case of the Series 2023A Bonds) accrued interest to the date fixed for redemption: A-3 4879-2483-0003v9/200356-0548 Redemption Dates Any Interest Payment Date from September 1, 2023 to and including March 1, 2025 September 1, 2025 and March 1, 2026 September 1, 2026 and March 1, 2027 September 1, 2027 and any Interest Payment Date thereafter A-4 4879-2483-0003v9/200356-0548 Redemption Prices 103% 102 101 100 EXHIBIT B-1 TEMECULA PUBLIC FINANCING TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, SERIES 2023A AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, CAPITAL APPRECIATION SERIES 2023B CERTIFICATE OF [NAME OF OWNER] Dated: , 2023 In connection with the issuance and sale of the above -captioned bonds (the "Bonds"), and pursuant to the Bond Purchase Agreement (the "Bond Purchase Agreement") to be executed by and between the Temecula Public Financing Authority (the "Authority"), acting on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), and Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), [Name of Owner] ("Owner") hereby certifies, represents, warrants and covenants that: 1. While the Bonds or any refunding obligations related thereto are outstanding, Owner will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of the ordinance levying Special Taxes within the District, to invalidate the District or any of the Bonds or any refunding obligations relating thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notices of special tax lien relating thereto. The foregoing covenant shall not prevent Owner in any way from bringing any other action, suit, proceeding, inquiry, or investigation at law or in equity relating to the following: (i) that the Special Tax has not been levied in accordance with the methodologies contained in the rate and method of apportionment of special tax (the "Rate and Method of Apportionment") pursuant to which the Special Taxes are levied, (ii) the application or use of the Special Taxes levied and collected, or (iii) the enforcement of the obligations of the Authority, City and/or District under any agreement between and among Owner or any Relevant Entity, the Authority, the City and/or the District or to which Owner or any Relevant Entity is a party or of which it is a beneficiary. 2. An appraisal of the taxable properties within the District dated October 11, 2022 (the "Original Appraisal Report"), with a date of value of September 12, 2022 (the "Original Date of Value"), and an update to the Original Appraisal Report dated January 6, 2023 (the "Update to Appraisal Report"), and together with the Original Appraisal Report, the "Appraisal Report"), with a date of value of December 1, 2022 (the "Updated Date of Value"), was prepared by Integra Realty Resources, Sacramento, California (the "Appraiser"). The Original Appraisal Report estimates the market value of the taxable properties within the District as of the Original Date of Value and the Update to Appraisal Report estimates that the market value of the appraised subject properties as of the Updated Date of Value was not less than the value estimated in the Original Appraisal Report. To the Actual Knowledge of the Undersigned (defined below), all information submitted by or on B-1-1 4879-2483 -0003v9/20035 6-0548 behalf of Owner to the Appraiser and contained in the sections of the Appraisal Report circled in red or highlighted in yellow in Appendix A attached hereto was true and correct in all material respects as of the Original Date of Value and the Updated Date of Value, as applicable. 3. As of the date hereof, to the Actual Knowledge of the Undersigned, the information in the Preliminary Official Statement under the captions "INTRODUCTION — The District," "THE DISTRICT — The Improvements," "THE DISTRICT — Sommers Bend" and "THE DISTRICT — The Primary Developer, the Merchant Builders, and Wingsweep Corporation," solely as such information pertains to Owner, its Relevant Entities (as defined herein), the property owned by Owner and/or its Relevant Entities in the District (the "Property"), Owner's plans for the development of the Property, and Owner's contractual arrangements with respect thereto (excluding therefrom, in each case, (i) information regarding the appraisal report, market value ratios and annual special tax ratios and (ii) information received from a source other than Owner), is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 4. Owner has not been adjudicated as bankrupt or discharged from any or all of its debts or obligations or granted an extension of time to pay its debts or a reorganization or readjustment of its debts. Owner does not have any proceedings pending (with proper service of process to Owner having been accomplished) or, to the Actual Knowledge of the Undersigned, overtly threatened in which Owner may be adjudicated as bankrupt, become the debtor in a bankruptcy proceeding, be discharged from any or all of its debts or obligations, be granted an extension of time to pay its debts or obligations, or be granted a reorganization or readjustment of its debts or obligations. 5. No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending against Owner (with proper service of process to Owner having been accomplished), or to the Actual Knowledge of the Undersigned, is overtly threatened in writing against Owner (a) in any way seeking to restrain or enjoin Owner's proposed development of the Property, or (b) in any way seeking to invalidate or set aside any approval or permit relating to Owner's proposed development of the Property. 6. No other public debt secured by a tax or assessment on the Property is in the process of being authorized and no assessment districts or community facilities districts have been or are in the process of being formed which include any portion of the Property. 7. There are no events of monetary default or events which with the passage of time would constitute a monetary default under any loan or similar credit arrangement to which Owner is a party the result of which could have a material adverse effect on the development of the Property or Owner's ability to pay Special Taxes prior to delinquency. 8. To the Actual Knowledge of the Undersigned, within the last five years, neither Owner nor any of its Relevant Entities has, during the period of its ownership, been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property in California owned by Owner or any such Relevant Entity included within the boundaries of a community facilities district or an assessment district in California, except in the case of taxes or assessments disputed by Owner or a Relevant Entity, neither Owner nor any Relevant Entity. B-1-2 4879-2483 -0003v9/20035 6-0548 9. As used in this Certificate, the term "Actual Knowledge of the Undersigned" means, as of the date of this Certificate, the knowledge that the undersigned currently has or has obtained through (i) discussions with such current officers and responsible employees of the Owner and its Relevant Entities as the undersigned has reasonably determined are likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Certificate, and/or (ii) a review of such documents as the undersigned has determined were reasonably necessary to obtain knowledge of the matters set forth in this Certificate. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Owner's current business and operations. Individuals who are no longer employed by the Owner or its Relevant Entities have not been contacted. 10. As used in this Certificate, the term "Relevant Entity" means, with respect to Owner, any other Person (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with Owner, and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of the District and investment decision regarding the Bonds (i.e., information regarding such Person's assets or funds that would materially affect Owner's development plans with respect to its Property as described in the Preliminary Official Statement or to pay the Special Taxes levied against the portion of the Property then owned by Owner (to the extent the responsibility of Owner) prior to delinquency. "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term "control" (including the terms "controlling," "controlled by" or "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. [Remainder of Page Intentionally Blank; Signature Page Follows] B-1-3 4879-2483 -0003v9/20035 6-0548 The individual executing this Certificate on behalf of Owner does so solely in his or her capacity as an authorized officer or representative of Owner, and he or she will have no personal liability arising from or relating to this Certificate. Any claims or liability arising from or relating to this Certificate may only be asserted against Owner. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Bond Purchase Agreement. [NAME OF OWNER] WI Name: Title: B-1-4 4879-2483 -0003v9/20035 6-0548 APPENDIX A TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, SERIES 2023A TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, CAPITAL APPRECIATION SERIES 2023B OWNER PROVIDED INFORMATION IN APPRAISAL REPORT Richmond American provided appraisal logs, which the Appraiser summarized as follows: Mi6twkaf Sale€ Rrrurs Fvagz Fier. "In hiax ,. swwlyi5 n 512e ISF1 WrKelSF PnC'; }F A+twAY bVR1Chrn4nd AnlriCaa 1.943 5275 599 Q93 2,4n $227 5255 $239 Z730 $214 $241 S324 ;,949 S20Z Szx $2ao CdnYai by Richmond AITeliLaa 1,635 $HA $348 S3114 2,177 $?w SM $269 21354 $219 S297 5253 Arhwiv East 6V Rkhnwnd Amerkan L443 53N $396 5354 ZM $247 5791 $262 2,9" 5211 5275 5247 Everview by Woodside Homes 2,059 $2$7 SM S3W 2."S 5213 S244 5225 49% $200 $241 M21 3,379 $187 $217 $19& Upton"Nrvo.l Wd• Ho.nes 71241 $323 S321 S323 3,111 $244 $244 $2" 3,526 NJAv WAY NJA4 3,795 N/Av NfAv AVAy 2,354 N1AV "{AV WAv AKJLia h4 Woodside Homes 3,054 $350 $352 5351 3,2w S241 S242 $241 IN* $215 S231 $2N 4,289 S1" SM 5203 Canopy bywondtide Hoftes 7_224 NJAY N/Av WAY 2,374 S223 S291 $237 7158D 5219 5273 S236 Esplannd*-ArKebVT"tMort6on 1,767 $293 $3M 5335 1,850 SM S374 5331 L967 $272 5351 5308 Bplanadi`-YK-Stan byT&Vkw 2,0G2 $275 $354 $332 7,207 SM S34S S3p7 21318 525b S332 5305 3,058 $217 $306 S279 B-1-5 4879-2483 -0003v9/20035 6-0548 Richmond American provided a parcel status report for its projects. Values hY Owrnerslup Irdmd" 1iomeavem S uns/ParctIS Vakip per1Or A egate valve Fmlphed Npncs-, wthvut AVs ArbiwW Arb�orrY East 16 S7126.wo SMAKOOb Curm 24 5652d= SI%M,Ml rvetwbew 2 SM.= MSWIM Uptan 5 S75I.No S4,S11WCO &Cara 19 W2,quo slld3ac000 C&DDDY 79 Sloo.wo S MOdd Mist 33 SG43,UM VL219,000 Weston 4$ 5732.0w Total 193 r#L2#,Ob%fODG Woodside Hwms N.Itw V.PIM le Rwk -- S94.aJ�.4G0 GnIshed Homes withwt AV& UPIOn d 572.0w 5MWION Aca€ra 0 Sa B.= S3.31�_M rotar M8 54i)0.574,OC* IlstrsMMMd Amarka6HOMUM HOMMW4VderCOMUr%JCI + IV S2459 o TOrar .22 S b,i15 �q0 raylpr M"ruon Firsished lots 67 Vans SMOMPIO 0 NOrnr. u Oder COrisrrultUM 44 Harms SILDMODD Finished Homes without AV5 rorar 122 s�a,sr��oao wweep Cwnrrwr IPl Pared S 511,3 irG0 UnimooD ed Lots in '- 5.1.}I#3 A9 tptfl fig S2S,1S6.o04 kwepte Value 0 Apprprsei;l Prpperlp4s I.; -I i $293,9#S.o40 Richmond American also provided preliminary title reports for their projects. B-1-6 4879-2483 -0003v9/20035 6-0548 Taylor Morrison provided appraisal logs, which the Appraiser summarized as follows: Historical 5alcs PncUs 5ubdivivan Floor Plan size (SFI Min. PrkcefSF Max. Prlce/SF Avg. Prate/5F Arbarly by Richmond American 1,943 S275 $209 $243 2,48.9 $227 S255 $239 2,730 $214 S241 $224 2,949 201 $226 $210 Canvas by Richrnond American 1,938 $264 $348 $304 2,177 $232 $302 $269 2,359 S219 S287 $253 Arharky Past by Richmond Arneritdrl 1,943 $330 5386 $356 2,730 $247 $251 5262 2,949 $233 $273 $247 Everview by Woodside Horner 2,459 $287 S330 $300 2,865 $213 S249 $225 2,999 $ 207 524 3 5221 3,378 $197 $217 $196 Upton bw Woad side Herres 2,241 323 $323 $323 3,111 S244 5244 $244 3,526 N/Av N/Av N/AV 3,795 N/Av N/Av WAv 2,354 N/Av N/Av WAv Acacia by Woodside Homes 3,058 $350 $351 $351 3,260 $241 Sul $241 3,780 S215 5231 $220 4,289 $199 5213 5203 Canopy by Woodside Homes 2,229 N/Aw N/Av NIAv 2,374 6229 52:�1 $237 2,580 $219 S273 $236 Esplanade - Arise by Taylor Morrison 1,787 $293 $368 $335 1,850 $295 $374 $331 11957 $272 S352 $308 Esplanade - Weston by Taykor 2,Q62 $273 $364 $332 2,207 $26fi $345 $307 2,318 $256 $332 $345 3,058 5237 5306 $279 B-1-7 4879-2483-0003v9/200356-0548 Taylor Morrison provided parcel status reports for its projects. V-ilwes bVOweOnhIP IndlwldLWHomeowners LnufPae€els Valueperlar AXregateyalue finished Mames wsthm AV. Arppelp I Arbod VEaR 36 S»6.M SAb,9WOM [;Mn 24 S653pm S1511541WIX EsvrHew 2 $M= $1,'+4 ow UPS 6 S751A1= i4,5MODD Aeac" l3 $$' 2.0w $11,b31s,000 CwMY 24 5i71DaM $2Z620,000 Arlsr 33 56+ pm S21171910w w4v*+1 N 57d2JIM S29.TAO.fl00 Total !8d U33100'9,000 %%))Akio Homei M#t%qt Vale do Bulk 6w $va,alo,4a4 Anlshro Homes wlthoy# Avs 11Plon k $711.0G0 $2,852,000 Acaem 4 $428,CO3 SMIZL7LTl7 Taal 6S8 $ L04,574.1300 Ri€hmondAmeF an Homes Homes crvder [oa*irwd-on zz $245,01V AWAM TbW 27 $6,11515,15w Tagl4r N&WH pn Finished Lali 67 wanes $16,685,000 Hamesi,nderCwt5tru€Lwn III wars S11.0d0,000 F,elsh*d Naenw$ *FthW AVM WE -SEW 1 5732A= 73 L7lllJ Tolat 192 62&677.000 WukPw!!P- Cwnmerval Parcel 1 - $ii324,0p0 Un,mprmled Lots ] iJ - 473 Ni}hhrS Talil J 33 $25,]SS 000 AWeplo Value al AI%WSKed Prnptrri!im 1. L d 3 S2q%3 31.ow Taylor Morrison provided HOA Fees for its projects. B-1-8 4879-2483-0003v9/200356-0548 EXHIBIT B-2 TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, SERIES 2023A TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, CAPITAL APPRECIATION SERIES 2023B CERTIFICATE OF WOODSIDE 05S, LP In connection with the issuance and sale of the above -captioned bonds (the "Bonds"), and pursuant to the Bond Purchase Agreement (the "Bond Purchase Agreement") to be executed by and between the Temecula Public Financing Authority (the "Authority"), acting on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), and Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), Woodside 05S, LP, a California limited partnership ("Owner") hereby certifies, represents, warrants and covenants that: 1. While the Bonds or any refunding obligations related thereto are outstanding, Owner will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of the ordinance levying Special Taxes within the District, to invalidate the District or any of the Bonds or any refunding obligations, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notices of special tax lien relating thereto. The foregoing covenant shall not prevent Owner in any way from defending or bringing any other action, suit, proceeding, inquiry, or investigation at law or in equity relating to the following: (i) that the Special Tax has not been levied in accordance with the methodologies contained in the rate and method of apportionment of special tax (the "Rate and Method of Apportionment") pursuant to which the Special Taxes are levied, (ii) the application or use of the Special Taxes levied and collected, or (iii) the interpretation or enforcement of the obligations of the Authority under any agreement between and between Owner and the Authority or to which Owner is a party or of which it is a beneficiary. 2. An appraisal of the taxable properties within the District dated October 11, 2022 (the "Original Appraisal Report"), with a date of value of September 12, 2022 (the "Original Date of Value"), and an update to the Original Appraisal Report dated January 6, 2023 (the "Update to Appraisal Report"), and together with the Original Appraisal Report, the "Appraisal Report"), with a date of value of December 1, 2022 (the "Updated Date of Value"), was prepared by Integra Realty Resources, Sacramento, California (the "Appraiser"). The Original Appraisal Report estimates the market value of the taxable properties within the District as of the Original Date of Value and the Update to Appraisal Report estimates that the market value of the appraised subject properties as of the Updated Date of Value was not less than the value estimated in the Original Appraisal Report. To the Actual Knowledge of the Undersigned (defined below), all information submitted by or on behalf of Owner to the Appraiser and contained in the sections of the Appraisal Report circled in red B-2-1 4879-2483 -0003v9/20035 6-0548 or highlighted in yellow in Appendix A attached hereto was true and correct in all material respects as of the Original Date of Value and the Updated Date of Value, as applicable. 3. As of the date hereof, the information in the Preliminary Official Statement under the captions "THE DISTRICT — Sommers Bend" and "THE DISTRICT — The Primary Developer, the Merchant Builders, and Wingsweep Corporation," and "CONTINUING DISCLOSURE — The Primary Developer", solely as such information pertains to Owner, its Relevant Entities (as defined herein), the property owned by Owner and/or its Relevant Entities in the District (the "Property"), Owner's plans for the development of the Property and Owner's contractual arrangements with respect thereto and the Owner's compliance with its undertakings to provide continuing disclosure pursuant to the SEC's Rule 15c2-12 is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 4. Woodside Group, LLC, a Nevada limited liability company ("Woodside Group") and its subsidiaries, including Owner, were reorganized effective December 31, 2009, under Chapter I of the U.S. Bankruptcy Code, following the bankruptcy petitions that were filed on or about August 20, 2008, in the United States Bankruptcy Court for the Central District of California (Riverside Division). The bankruptcy cases for the reorganized Woodside Group entities were closed in August 2011. As of that date, pre -bankruptcy liability related to these entities had all been resolved, settled, or discharged in the bankruptcy process. Upon emergence from bankruptcy on December 31, 2009, the parent of Woodside Group became PH Holdings, LLC, a Delaware limited liability company, which later changed its name to Woodside Homes Company, LLC. Owner does not have any proceedings pending (with service of process to Owner having been accomplished) or, to the Actual Knowledge of the Undersigned, overtly threatened in which Owner may be adjudicated as bankrupt, become the debtor in a bankruptcy proceeding, be discharged from any or all of its debts or obligations, be granted an extension of time to pay its debts or obligations, or be granted a reorganization or readjustment of its debts or obligations. 5. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending, or to the Actual Knowledge of the Undersigned, overtly threatened (a) in any way seeking to restrain or enjoin the development of the Property, or (b) in any way seeking to invalidate or set aside any approval or permit relating to the development of the Property. 6. Except as disclosed in the Preliminary Official Statement, no other public debt secured by a tax or assessment on the Property is in the process of being authorized and no assessment districts or community facilities districts have been or are in the process of being formed which include any portion of the Property. 7. Except as disclosed in the Preliminary Official Statement, there are no events of monetary default or events which with the passage of time would constitute a monetary default under any loan or similar credit arrangement to which Owner is a party the result of which could have a material adverse effect on the development of the Property or Owner's ability to pay Special Taxes prior to delinquency. 8. Except as disclosed in the Preliminary Official Statement, with respect to property owned by Owner or its Relevant Entities (as defined below) located within the boundaries of a B-2-2 4879-2483 -0003v9/20035 6-0548 development project, to the Actual Knowledge of the Undersigned (as defined below), within the last five years, neither Owner nor any of its Relevant Entities has (i) intentionally failed to pay when due any property taxes, special taxes, or assessments levied or assessed against such property, (ii) had any such property become either tax deeded to any governmental agency or the subject of judicial foreclosure proceedings for failure to pay such property taxes, special taxes, or assessments levied or assessed against such property, or (iii) failed to cure such delinquencies within forty-five days of becoming aware of such delinquencies. 9. As used in this Certificate, the term "Actual Knowledge of the Undersigned" means, as of the date of this Certificate, the knowledge that the undersigned currently has or has obtained through (i) discussions with such current officers and responsible employees of the Owner and its Relevant Entities as the undersigned has reasonably determined are likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Certificate, and/or (ii) a review of such documents as the undersigned has determined were reasonably necessary to obtain knowledge of the matters set forth in this Certificate. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Owner's current business and operations. Individuals who are no longer employed by the Owner or its Relevant Entities have not been contacted. 10. As used in this Certificate, the term "Relevant Entity" means, with respect to Owner, any other Person (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with Owner, and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of Improvement Area No. 2 and investment decision regarding the Bonds (i.e., information regarding such Person's assets or funds that would materially affect Owner's development plans with respect to its Property as described in the Preliminary Official Statement or to pay the Special Taxes levied against the portion of the Property then owned by Owner (to the extent the responsibility of Owner) prior to delinquency. "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term "control" (including the terms "controlling," "controlled by" or "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 11. Until the date which is twenty-five days after the "end of the underwriting period" (as defined in Section 3(g) of the Bond Purchase Agreement), if any event shall occur of which Owner becomes aware, as a result of which it may be necessary to supplement the Official Statement in order to make the statements in the Official Statement under the captions referenced in Section 3 hereof regarding Owner, its Relevant Entities, the Property, or the development of the Property, in light of the circumstances existing at such time, not misleading in any material respect, Owner shall forthwith give written notice thereof to the Authority and the Underwriter and shall reasonably cooperate with them in furnishing any information available to Owner for any supplement to the Official Statement necessary so that the statements in the Official Statement under the captions referenced in Section 3 hereof, as so supplemented, will not be misleading in any material respect in light of the circumstances existing at such time. B-2-3 4879-2483 -0003v9/20035 6-0548 12. The Acquisition Agreement originally entered into by and between Roripaugh Valley Restoration, LLC and the Authority (as amended by the First Amendment and Second Amendment thereto and as assigned to the Owner) and the Continuing Disclosure Agreement —Primary Developer, dated as of the Closing Date, by and between the Owner and Webb Municipal Finance, LLC, as dissemination agent, each constitutes a valid, legal and binding obligation of the Owner and (assuming due authorization, execution and delivery by the respective other parry) is enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought. Except as set forth in the Continuing Disclosure Agreement, Owner does not undertake to advise you of any matters that may come to Owner's attention subsequent to the date hereof that may affect the statements set forth herein. 13. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Bond Purchase Agreement. Dated: 12023 WOODSIDE 055, LP, a California limited partnership By: WDS GP, Inc., a California corporation its General Partner Lo Name: Title: B-2-4 4879-2483 -0003v9/20035 6-0548 APPENDIX A TEMECULA PUBLIC FINANCING TEMECULA PUBLIC FINANCING AUTHORITY AUTHORITY COMMUNITY FACILITIES DISTRICT COMMUNITY FACILITIES DISTRICT NO. 16-01 NO. 16-01 (RORIPAUGH RANCH PHASE 2) (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, SERIES 2023A SPECIAL TAX BONDS, CAPITAL APPRECIATION SERIES 2023B OWNER PROVIDED INFORMATION IN APPRAISAL REPORT Woodside provided remaining costs for its projects. Off -size frnprovernents According to The Developer, total remaining offsite (infrastructure) development costs associated with the #project totals 532,307,759. Estimated band construction funds far the project are S 15,311,1R, #rich are eligible to be used for infrastructure costs. As such, only �16,996.537 in backbone Infrastructure costs will be accounted for In our analysts. Remaining 0n Site Development Casts According to Woodside Homes, vyhich is developing Planning Areas 28A, 28D and 29, remaining orf-site development cos tsare 29,905,418, or S79,961 per lot 1374 total lots1, which wilt be accounted for herein. Additionally, WinSsweep reports remainingonsite torts ranging from $1Q8.945 to S188,813 per dot. These costs will be accounted for in our analy;i5 presented later_ B-2-5 4879-2483 -0003v9/20035 6-0548 Woodside provided appraisal logs for its projects, which the Appraiser summarized as follows. Historical Sales Pries 5ubdlvisi0n Floor Plan Size (5FI MFn. F"rlceI5F Max. PFIce/SF Avg. Price/SF Arborly by Richmond American 1,943 5275 $ 09 5293 2r489 $227 $255 S239 2,730 $214 $242 $224 2,949 $201 226 $210 Canvas by Richmond American 1,838 $264 $348 $304 2,177 $232 $302 $269 2,359 $229 $287 $253 Arbtrty East by Richmond American 1,943 $330 5386 $356 2,730 $247 5291 5262 2,949 $233 $273 $247 Everview by Woodside Homes 2,059 �287 $330 S300 2,$65 $213 $249 522S 2r948 $207 $243 5221 3,379 5187 $217 S196 Uplan by Woodside Homes Acacia by Woodside Humes Canopy by Woodside Homes 2,241 $323 323 3,111 $244 $244 3,526 N/Av N/Av 3r795 N/Av N{Av 2.354 N/Av N/Av 3,059 $350 $352 3,260 $241 5242 3,780 $215 $231 4,289 $199 $213 2,229 2,374 2,590 Esplanade • Arise by Taylor Morrison 1.787 1,850 1,967 Esplanade - Weston by Taylor 2,QG2 2,207 2,318 3,058 N/AV $229 $21.9 $283 $295 $2 72 $27S S 266 $256 237 B-2-6 4879-2483-0003v9/200356-0548 NAY 5281 $273 $ 368 5374 $352 S364 $345 $332 $306 $323 $244 N/Av N/Av N1Av $351 $241 5220 $203 hVAV $237 5236 $335 $331 $308 5332 $307 $305 $279 Woodside provided parcel status reports for its projects. Val Lies by Ownership Individual Homeowners LaWftdreek Vake wr tot Ag iregate Value Wished Home$ without AVs Arhafly J Arborky East 36 SUS)DW $26,$564DD8 C3IsvI} 34 S6529M S15.64E,000 Evervlew 2 $772,OW 51,544,U00 Upton 6 $751AM 54,5061004 Ar=i$ 13 S977dppo $]1133610DO Canape 39 $780,000 $2216201000 Arise 33 SW�DM S21.2191wo Weston 40 $732,000 R9 284,d44 finial J33 Si a3A04,000 Wandslde Homes Market vale in 9urk 68a — $94,41MODO Frnlshed Hamel without AVs Upwn 4 $7110M S2.853,044 Acacia 4 $829�DW S3,312,OM Total 688 S1QU.57apw Alchmond American Haines Homes under Comi-rruc[ion 27 $245PM $f ,615,1m Total 27 Taylof Morras6a Fdnished Loa 67 Varies 516.84S.000 Homes undertanitructlon 44 Vanes $11,004,0M Finished Homes without M Weston 1 $732)DDD 73S 2,Oflo Total 112 $28,577,DDD Wingsweep Commercial parcel i — $2I,324,DDD Unimproved Lois V2.000 Total 133 $Z5,156,000 epte baWlp of Appra1SA Propenin 11143 52'B.931,000 B-2- / 4879-2483 -0003v9/20035 6-0548 EXHIBIT B-3 TEMECULA PUBLIC FINANCING TEMECULA PUBLIC FINANCING AUTHORITY AUTHORITY COMMUNITY FACILITIES DISTRICT COMMUNITY FACILITIES DISTRICT NO. 16-01 NO. 16-01 (RORIPAUGH RANCH PHASE 2) (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, SERIES 2023A SPECIAL TAX BONDS, CAPITAL APPRECIATION SERIES 2023B CERTIFICATE OF WINGSWEEP CORPORATION In connection with the issuance and sale of the above -captioned bonds (the "Bonds"), and pursuant to the Bond Purchase Agreement (the "Bond Purchase Agreement") to be executed by and between the Temecula Public Financing Authority (the "Authority"), acting on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), and Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), Wingsweep Corporation, a California corporation ("Owner") hereby certifies, represents, warrants and covenants that: 1. While the Bonds or any refunding obligations related thereto are outstanding, Owner will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of the ordinance levying Special Taxes within the District, to invalidate the District or any of the Bonds or any refunding obligations, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notices of special tax lien relating thereto. The foregoing covenant shall not prevent Owner in any way from defending or bringing any other action, suit, proceeding, inquiry, or investigation at law or in equity relating to the following: (i) that the Special Tax has not been levied in accordance with the methodologies contained in the rate and method of apportionment of special tax (the "Rate and Method of Apportionment") pursuant to which the Special Taxes are levied, (ii) the application or use of the Special Taxes levied and collected, or (iii) the interpretation or enforcement of the obligations of the Authority under any agreement between and between Owner and the Authority or to which Owner is a party or of which it is a beneficiary. 2. An appraisal of the taxable properties within the District dated October 11, 2022 (the "Original Appraisal Report"), with a date of value of September 12, 2022 (the "Original Date of Value"), and an update to the Original Appraisal Report dated January 6, 2023 (the "Update to Appraisal Report"), and together with the Original Appraisal Report, the "Appraisal Report"), with a date of value of December 1, 2022 (the "Updated Date of Value"), was prepared by Integra Realty Resources, Sacramento, California (the "Appraiser"). The Original Appraisal Report estimates the market value of the taxable properties within the District as of the Original Date of Value and the Update to Appraisal Report estimates that the market value of the appraised subject properties as of the Updated Date of Value was not less than the value estimated in the Original Appraisal Report. To the Actual Knowledge of the Undersigned (defined below), all information submitted by or on behalf of Owner to the Appraiser and contained in the sections of the Appraisal Report circled in red B-3-1 4879-2483 -0003v9/20035 6-0548 or highlighted in yellow in Appendix A attached hereto was true and correct in all material respects as of the Original Date of Value and the Updated Date of Value, as applicable. 3. As of the date hereof, the information in the Preliminary Official Statement under the captions "THE DISTRICT — Sommers Bend" and "THE DISTRICT — The Primary Developer, the Merchant Builders, and Wingsweep Corporation," solely as such information pertains to Owner, its Relevant Entities (as defined herein), the property owned by Owner and/or its Relevant Entities in the District (the "Property"), Owner's plans for the development of the Property and Owner's contractual arrangements with respect thereto is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 4. Owner has not been adjudicated as bankrupt or discharged from any or all of its debts or obligations or granted an extension of time to pay its debts or a reorganization or readjustment of its debts. Owner does not have any proceedings pending (with proper service of process to Owner having been accomplished) or, to the Actual Knowledge of the Undersigned, overtly threatened in which Owner may be adjudicated as bankrupt, become the debtor in a bankruptcy proceeding, be discharged from any or all of its debts or obligations, be granted an extension of time to pay its debts or obligations, or be granted a reorganization or readjustment of its debts or obligations. 5. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending, or to the Actual Knowledge of the Undersigned, overtly threatened (a) in any way seeking to restrain or enjoin the development of the Property, or (b) in any way seeking to invalidate or set aside any approval or permit relating to the development of the Property. 6. Except as disclosed in the Preliminary Official Statement, no other public debt secured by a tax or assessment on the Property is in the process of being authorized and no assessment districts or community facilities districts have been or are in the process of being formed which include any portion of the Property. 7. Except as disclosed in the Preliminary Official Statement, there are no events of monetary default or events which with the passage of time would constitute a monetary default under any loan or similar credit arrangement to which Owner is a party the result of which could have a material adverse effect on the development of the Property or Owner's ability to pay Special Taxes prior to delinquency. 8. Except as disclosed in the Preliminary Official Statement, with respect to property owned by Owner or its Relevant Entities (as defined below) located within the boundaries of a development project, to the Actual Knowledge of the Undersigned (as defined below), within the last five years, neither Owner nor any of its Relevant Entities has (i) intentionally failed to pay when due any property taxes, special taxes, or assessments levied or assessed against such property, (ii) had any such property become either tax deeded to any governmental agency or the subject of judicial foreclosure proceedings for failure to pay such property taxes, special taxes, or assessments levied or assessed against such property, or (iii) failed to cure such delinquencies within forty-five days of becoming aware of such delinquencies. B-3-2 4879-2483 -0003v9/20035 6-0548 9. As used in this Certificate, the term "Actual Knowledge of the Undersigned" means, as of the date of this Certificate, the knowledge that the undersigned currently has or has obtained through (i) discussions with such current officers and responsible employees of the Owner and its Relevant Entities as the undersigned has reasonably determined are likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Certificate, and/or (ii) a review of such documents as the undersigned has determined were reasonably necessary to obtain knowledge of the matters set forth in this Certificate. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Owner's current business and operations. Individuals who are no longer employed by the Owner or its Relevant Entities have not been contacted. 10. As used in this Certificate, the term "Relevant Entity" means, with respect to Owner, any other Person (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with Owner, and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of Improvement Area No. 2 and investment decision regarding the Bonds (i.e., information regarding such Person's assets or funds that would materially affect Owner's development plans with respect to its Property as described in the Preliminary Official Statement or to pay the Special Taxes levied against the portion of the Property then owned by Owner (to the extent the responsibility of Owner) prior to delinquency. "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term "control" (including the terms "controlling," "controlled by" or "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 11. Until the date which is twenty-five days after the "end of the underwriting period" (as defined in Section 3(g) of the Bond Purchase Agreement), if any event shall occur of which Owner becomes aware, as a result of which it may be necessary to supplement the Official Statement in order to make the statements in the Official Statement under the captions referenced in Section 3 hereof regarding Owner, its Relevant Entities, the Property, or the development of the Property, in light of the circumstances existing at such time, not misleading in any material respect, Owner shall forthwith give written notice thereof to the Authority and the Underwriter and shall reasonably cooperate with them in furnishing any information available to Owner for any supplement to the Official Statement necessary so that the statements in the Official Statement under the captions referenced in Section 3 hereof, as so supplemented, will not be misleading in any material respect in light of the circumstances existing at such time. 12. The Acquisition Agreement originally entered into by and between Roripaugh Valley Restoration, LLC and the Authority (as amended by the First Amendment and Second Amendment thereto and as assigned to the Owner) and the Continuing Disclosure Agreement —Primary Developer, dated as of the Closing Date, by and between the Owner and Webb Municipal Finance, LLC, as dissemination agent, each constitutes a valid, legal and binding obligation of the Owner and (assuming due authorization, execution and delivery by the respective other party) is enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought. Except as set forth in the Continuing Disclosure B-3-3 4879-2483 -0003v9/20035 6-0548 Agreement, Owner does not undertake to advise you of any matters that may come to Owner's attention subsequent to the date hereof that may affect the statements set forth herein. 13. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Bond Purchase Agreement. Dated: , 2023 WINGSWEEP CORPORATION, a California corporation By: Name: Title: B-3-4 4879-2483 -0003v9/20035 6-0548 APPENDIX A TEMECULA PUBLIC FINANCING TEMECULA PUBLIC FINANCING AUTHORITY AUTHORITY COMMUNITY FACILITIES DISTRICT COMMUNITY FACILITIES DISTRICT NO. 16-01 NO. 16-01 (RORIPAUGH RANCH PHASE 2) (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, SERIES 2023A SPECIAL TAX BONDS, CAPITAL APPRECIATION SERIES 2023B OWNER PROVIDED INFORMATION IN APPRAISAL REPORT Wingsweep provided remaining costs for its projects. off -size Improvements According to the Developer, total remaining affsite (Infrastructure) development casts associated with the project totals 532,307,759. Estimated bond construction funds for the project are $15,311,122, which are eligible to be used for infrastructure costs. As such, only$16,996,637 in backbone 1nfrastruct.ure costs will be accounted for in our analysts. Rernaining 0n Site Developrnent Costs According to Woo&ide Homes, which is developling Planning Areas 28A, 28Band 29, rema I n I ng on -site development costs are $29r965,418, or $79,961 peF lot (374 total lots), which will be accounted for herein. Additionallyr WinBsweep reports remaining cnsite costs ranginS from $108,945 to $188,813 per jot. These costs will be accounted for in our analysis presented later_ B-3-5 4879-2483 -0003v9/20035 6-0548 EXHIBIT C TEMECULA PUBLIC FINANCING TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, SERIES 2023A AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, CAPITAL APPRECIATION SERIES 2023B RULE 15c2-12 CERTIFICATE The undersigned hereby certifies and represents that he is the Executive Director of the Temecula Public Financing Authority, and, as such, is duly authorized to execute and deliver this certificate and further hereby certifies that: (1) This certificate is being delivered in connection with the sale and issuance of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Series 2023A and the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Capital Appreciation Series 2023B (collectively, the "Bonds") in order to enable the underwriter of the Bonds to comply with Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934, as amended (the "Rule"). (2) In connection with the sale and issuance of the Bonds, there has been prepared a Preliminary Official Statement dated [February _, 2023] setting forth information concerning the Bonds and the Authority (the "Preliminary Official Statement"). (3) Except for the Permitted Omissions, the Preliminary Official Statement is deemed final within the meaning of the Rule. As used herein, the term "Permitted Omissions" refers to the offering price(s), interest rates(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters, all as set forth in the Rule. IN WITNESS WHEREOF, I have hereunto set my hand as of [February _, 20231. TEMECULA PUBLIC FINANCING AUTHORITY For and on behalf of the TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) Aaron Adams, Executive Director C-1 4879-2483 -0003v9/20035 6-0548 EXHIBIT D OPINION OF COUNSEL TO WOODSIDE 05S, LP , 2023 Temecula Public Financing Authority c/o City of Temecula 41000 Main Street Temecula, California 92590 Stifel Nicolaus & Company, Incorporated One Montgomery Street, 35th Floor San Francisco, California 94104 Re: $ Temecula Public Financing Authority City of Temecula Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Series 2023A; $ Temecula Public Financing Authority City of Temecula Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Capital Appreciation Series 2023B Ladies and Gentlemen: We have acted as special counsel to Woodside 05S, LP, a California limited partnership (the "Owner"), in connection with the issuance of the above -referenced bonds (the "2023 Bonds") by the Temecula Public Financing Authority (the "Authority"). All real property located within the City of Temecula Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "Community Facilities District") and owned by the Owner is referred to herein as the "Property." The 2023 Bonds are being sold to Stifel Nicolaus & Company, Incorporated, as Underwriter (the "Underwriter"). This opinion letter is being delivered to you pursuant to Section 4(d)(10) of the Bond Purchase Agreement, dated [February _, 2023], between the Authority and the Underwriter (the "Purchase Agreement"). In the course of acting as special counsel to the Owner as herein described, we have examined the following documents: (a) Preliminary Official Statement, dated [February _, 2023], prepared in conjunction with the issuance and sale of the 2023 Bonds (the "Preliminary Official Statement"); (b) Official Statement, dated [March , 2023], prepared in conjunction with the issuance and sale of the 2023 Bonds (the "Official Statement"); (c) Continuing Disclosure Agreement —Primary Developer, dated as of [March , 2023] (the "Continuing Disclosure Document"), by and between Woodside 05S, LP and Webb Municipal Finance, LLC, as dissemination agent; D-1 4879-2483 -0003v9/20035 6-0548 (d) Acquisition Agreement, dated as of March 1, 2017, by and between Roripaugh Valley Restoration, LLC and the Authority (as amended by the First Amendment and Second Amendment thereto and as assigned to Woodside 05S, LP, the "Acquisition Agreement"); (e) Certificate of Woodside 05S, LP, dated [February , 2023], and Closing Certificate of Woodside 05S, LP, dated [March , 2023], each executed by the Owner (collectively, the "Owner Certificates"); (f) Agreement of Limited Partnership of the Owner dated as of July 11, 2008, as amended by that certain First Amendment to Agreement of Limited Partnership of the Owner dated as of January 14, 2014 (collectively, the "Owner Formation Documents"); (g) Certificate of Limited Partnership of the Owner filed with the California Secretary of State on July 11, 2008, as amended by that certain Amendment to Certificate of Limited Partnership of the Owner filed February 26, 2016 with the California Secretary of State, as amended by that certain Amendment to Certificate of Limited Partnership f the Owner filed November 23, 2020 with the California Secretary of State, and Certificate of Status of the Owner from the California Secretary of State dated January _, 2023; and (h) Such other agreements, contracts and documents as we deemed relevant for the purposes of this opinion. In addition, we have made such factual and other inquiries and examinations as we deemed necessary for the purposes of this opinion letter. We call to your attention the fact that we are not general counsel to the Owner and do not represent the Owner on a continuing basis. Rather, we are representing the Owner solely in connection with its interactions with the Authority, the Community Facilities District and the City of Temecula (the "City") in connection with the issuance of the 2023 Bonds. Whenever we have indicated in this opinion letter that the existence or absence of facts is based on our knowledge, it is intended to signify only that during the course of our representation of the Owner as herein described, no information has come to the attention of the lawyers in our firm actively representing the Owner in the matters described herein which would give them current actual knowledge of the existence or absence of such facts. Please be advised that only Michael Joyce has been so involved. Except to the extent expressly set forth herein, we have not undertaken any independent investigations to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of the Owner. We have made no examination of, and express no opinion as to, title to the Property, the ability of the Owner to develop the Property (except as specifically set forth in paragraph 6 below), or the viability of the development of the Property by the Owner as described in the Official Statement. As to certain factual matters (which we have not independently established or verified), including, without limitation, the status of the development of the Property by the Owner and existing development entitlements and future development entitlements which must be obtained in order for the Owner to complete the development and sale of the Property, we have relied upon D-2 4879-2483 -0003v9/20035 6-0548 statements, certificates and other assurances of public officials and of certain officers and agents of the Owner, as well as employees and/or consultants of the Owner. In expressing the opinions below, we have assumed, without inquiry or investigation, (i) the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as copies or as exhibits, and the authenticity of such originals of such latter documents; (ii) that there are no oral or written terms or conditions agreed to by the Authority, the Community Facilities District, the City, and/or the Owner which would have an effect on the opinions rendered herein; (iii) that there has not been any mutual mistake of fact or misunderstanding which would have an effect on the opinions rendered herein; and (iv) that all parties have complied with any requirement of good faith and fair dealing, noncompliance with which would have an effect on the opinions rendered herein. Based solely upon and subject to the foregoing as well as to the qualifications, limitations, exclusions, exceptions, assumptions and other matters set forth herein, we are of the opinion that: The Owner is a limited partnership, duly formed, validly existing and in good standing under the laws of the State of California, and is authorized to transact business in the State of California and is in good standing under the laws of the State of California. 2. The Owner has the power and authority to execute, deliver and perform its obligations under the Continuing Disclosure Document and the Acquisition Agreement. 3. The execution and delivery by the Owner of the Continuing Disclosure Document and the Acquisition Agreement and the performance by the Owner of its obligations thereunder (i) have been duly authorized by all necessary corporate action on the part of the Owner and (ii) will not result in a violation of, a breach of, or a default under the Owner Formation Documents. 4. The Continuing Disclosure Document and the Acquisition Agreement have been duly executed and delivered by the Owner and constitute the legally valid and binding obligations of the Owner, enforceable against the Owner in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought. 5. To our knowledge, there is no action, suit, proceeding, inquiry or investigation, by or before any court, governmental agency, public board or body, pending or overtly threatened against the Owner which (A) seeks to prohibit, restrain or enjoin the proposed development by the Owner of the Property as described in the Official Statement; or (B) if determined adversely to the Owner is reasonably likely to have a material adverse effect on the Owner's ability (i) to comply with its obligations under the Continuing Disclosure Document or the Acquisition Agreement, (ii) to develop the Property as described in the Official Statement or (iii) to pay special taxes or ad valorem property taxes related to the Property when due; or (C) seeks to cause the Owner to be adjudicated as bankrupt or discharged from any or all of its debts or obligations; or (D) grants or seeks to grant an extension of time to pay the Owner's debts or seeks to effect a reorganization or a readjustment of the Owner's debts. D-3 4879-2483 -0003v9/20035 6-0548 6. Without having undertaken to determine independently the accuracy, completeness, or fairness of the statements contained in the Preliminary Official Statement and the Official Statement, but based solely on (i) our limited capacity as special counsel to the Owner, (ii) the representations of the Owner and/or its employees and/or consultants, and our reliance thereon, and (iii) our review of the Preliminary Official Statement and the Official Statement, no facts had or have come to our attention during the course of our representation of the Owner as described herein which caused us to believe that the information describing Development Matters (defined below) contained in the Relevant Sections (defined below) of the Preliminary Official Statement as of its date ([February _, 2023]) or as of the date of the Purchase Agreement ([March _, 20231), or the Relevant Sections of the Official Statement as of its date ([March _, 2023]) or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, in each case, we express no belief or conclusion as to (a) any financial statements and other financial, statistical, economic or engineering information, data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, (b) any information about valuation, appraisals, absorption or environmental matters (other than environmental permitting) included or referenced therein, including, without limitation, any information describing or summarizing all or any part of the Appraisal (as such term is defined in the Official Statement), and (c) any information which is identified as having been provided by a source other than the Owner). For purposes of this paragraph, the term "Relevant Sections" means the sections of the Preliminary Official Statement and the Official Statement entitled "THE DISTRICT — Sommers Bend," "THE DISTRICT — The Primary Developer, the Merchant Builders, and Wingsweep Corporation," and "CONTINUING DISCLOSURE — The Primary Developer" related solely to the Owner and the Property and the term "Development Matters" means solely the Owner, its Relevant Entities (as defined in the Owner Certificates), ownership of the Property, the Owner's development plan, the Owner's financing plan, the Owner's lenders, if any, and contractual arrangements of the Owner or any of its Relevant Entities (including, if material to the Owner's development plan or the Owner's financing plan, loans of such Relevant Entities). Our opinions set forth in this opinion letter are subject to the following assumptions, exceptions, qualifications, limitations and exclusions, in addition to those assumptions, exceptions, qualifications, limitations and exclusions set forth above: A. The foregoing opinions are qualified to the extent that (i) the legality, validity, binding nature and enforceability of the Continuing Disclosure Document and the Acquisition Agreement may be limited by and subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors now or hereafter in effect (including, without limitation, any law pertaining to preferential or fraudulent transfers), or may be limited by and subject to legal or general principles of equity (whether such enforceability is considered in a proceeding in equity or at law), conscionability, reasonableness, good faith or fair dealing, whether relating to creditors' rights or otherwise, and (ii) any remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. B. We express no opinion as to (i) any matters related to architecture, construction, engineering, or the seismic or environmental condition of the Property (except as specifically set forth in paragraph 6 above), including, without limitation, any matters relating to the handling, storage, transportation or disposal of hazardous or toxic materials, (ii) any laws, rules or D-4 4879-2483 -0003v9/20035 6-0548 regulations relating thereto, and/or (iii) any other scientific or professional field as such opinion would be beyond the scope of any opinion expressed herein. C. We express no opinion on the enforceability under certain circumstances of provisions to the effect that rights or remedies are not exclusive, that rights or remedies may be exercised without notice, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy, that the election of a particular remedy or remedies does not preclude recourse to one or more other remedies, or that the failure to exercise or delay in exercising rights or remedies will not operate as a waiver of any such right or remedy. D. We express no opinion as to (i) any rights of set-off (other than as provided by Section 3054 of the California Civil Code, as interpreted by applicable judicial decisions); (ii) the enforceability of any provision providing for indemnification for claims, losses or liabilities to the extent such indemnification is prohibited by applicable law or contrary to public policy; or (iii) the enforceability of any provisions or agreement designating a party as an agent or attorney -in -fact, except where an agent or attorney -in -fact executed the Continuing Disclosure Document or the Acquisition Agreement on behalf of the Owner. E. We express no opinion as to the legality, validity, binding nature or enforceability (whether in accordance with its terms or otherwise) of any provision insofar as it provides for the payment or reimbursement of costs and expenses in excess of a reasonable amount determined by any court or other tribunal (further, we wish to bring to your attention that to the extent any such provision provides for the payment of attorneys' fees in litigation, under California law such attorneys' fees may be granted only to the prevailing parry and such provisions are deemed to extend to both parties, notwithstanding that such provisions by their express terms benefit only one party). F. We express no opinion regarding any laws or regulations involving taxes, including without limitation, we express no opinion as to the exclusion from gross income for federal income tax purposes of the interest on the 2023 Bonds, or the exemption of the interest on the 2021 Bonds from the State of California personal income taxes. G. Except as specifically set forth in paragraph 6 above, we express no opinion as to (i) compliance with the anti -fraud provisions of applicable federal and state securities or other laws, rules or regulations or (ii) the applicability or effect on the subject transaction of the securities laws of the State of California, the United States of America, including but not limited to the Securities Act of 1933, as amended, and any other jurisdiction. H. We are licensed to practice law only in the State of California. Accordingly, we are opining only as to the internal laws (excluding laws relating to conflicts of laws) of the State of California, the federal laws of the United States of America, and the Delaware General Corporation Law, and assume no responsibility as to the applicability or effect of the laws of any other jurisdiction. I. Whenever we have stated that we have assumed any matter of fact, it is intended to indicate that we have assumed such matter without making any factual, legal or other inquiry or investigation, and without expressing any opinion or conclusion of any kind concerning such matter. D-5 4879-2483 -0003v9/20035 6-0548 J. This opinion letter is furnished to you specifically in connection with the issuance of the 2023 Bonds pursuant to the terms of the Purchase Agreement, and solely for your information and benefit. It may not be utilized, relied on, quoted or distributed to any other person by you in any other connection, and it may not be utilized, relied on or quoted by any other person for any purpose, without in each instance our express prior written consent; provided, however, a copy may be included in the transcript of the proceedings for the 2023 Bonds. K. The opinions expressed herein are given solely as of the date hereof and are based on the facts (as we know, believe or have assumed them to be) and law as in effect on the date hereof. We undertake neither to supplement or update this opinion letter nor undertake to advise you or any other party if there is a change in law or facts or new facts come to our attention subsequent to the date hereof which may affect the opinions expressed above and/or which may cause us to amend any portion of this opinion letter in full or in part. If future acts or omissions of the parties may serve to modify, alter or change the circumstances under which the opinions herein were rendered, our opinions set forth in this opinion letter shall remain as if such future acts or omissions did not occur. Also, actions, conduct or omissions by a party may create a situation of waiver, estoppel or novation which would supplant the opinions set forth in this opinion letter. Very Truly Yours, STUART KANE LLP D-6 4879-2483 -0003v9/20035 6-0548 EXHIBIT E FORM OF AUTHORITY COUNSEL OPINION 2023 Stifel, Nicolaus & Company, Incorporated San Francisco, California Authority Counsel Opinion with reference to: TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, SERIES 2023A TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, CAPITAL APPRECIATION SERIES 2023B Stifel Nicolaus & Company: We serve as General Counsel to the Temecula Public Financing Authority (the "Authority"). In such capacity, in connection with the issuance of the above -referenced bonds (the "Bonds") as contemplated by the Bond Purchase Agreement, dated , 2023 (the "Purchase Agreement"), by and between the Authority, acting on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District") and Stifel, Nicolaus & Company, Incorporated, as the Underwriter, we have examined the original, or a copy otherwise identified to us as being a true copy of such documents, certificates, and records as we have deemed relevant and necessary as the basis for the opinion set forth herein. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement. Relying on such examination and subject to the limitations and qualifications hereinafter set forth, we are of the opinion that: 1. The Authority is duly organized and validly existing as a joint exercise of powers authority under the laws of the State of California and the District is duly organized and validly existing as a community facilities district under the laws of the State of California. 2. The Board of Directors duly and validly adopted Resolution No. TPFA 16-04 on April 26, 2016 (the "Resolution of Formation"), Ordinance No. TPFA 16-01 on May 10, 2016 (the "Ordinance"), and Resolution No. TPFA on February 14, 2023 (the "Resolution of Issuance"), at meetings of the Board of Directors which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout. E-1 4879-2483 -0003v9/20035 6-0548 Each of the Resolution of Formation, Ordinance and the Resolution of Issuance has not been amended, modified or supplemented. 3. To the best of our knowledge, the authorization, execution and delivery of the Authority Documents and compliance with the provisions thereof by the Authority of its obligations thereunder, will not conflict with, or constitute a breach or default under, in any material respect, any law, administrative regulation, court decree, resolution, ordinance or other agreement to which the Authority or District is subject or by which it is bound. 4. To the best of our knowledge and except as disclosed in the Official Statement, there is no litigation, action, suit, proceeding or investigation at law or in equity as to which the Authority is or would be a party, before or by any court, governmental agency or body, pending and notice of which has been served on and received by the Authority or, to the best of our knowledge, threatened against the Authority, challenging the creation, organization or existence of the Authority or the District, or the validity of the Bonds or the Authority Documents or contesting the authority of the Authority to enter into or perform its obligations under any of such documents, or with respect to which an unfavorable decision, ruling or finding would materially adversely affect the ability of the Authority to perform its obligations under the Bonds, the Formation Documents or the Authority Documents, or which seeks to restrain or enjoin the development of the land in the District as described in the Official Statement or the issuance, sale and delivery of the Bonds or which challenges the exclusion from gross income for federal income tax purposes or State of California personal income taxes of interest on the Bonds, or the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of and interest on the Bonds, or which in any way contests or affects the validity or enforceability of the Bonds, the Formation Documents or the Authority Documents or the accuracy of the Official Statement, or any action of the Authority contemplated by any of said documents. The opinions expressed herein are based on such examination of the law of the State of California as we deemed relevant for the purposes of this opinion. We have not considered the effect, if any, of the laws of any other jurisdiction upon matters covered by this letter. We express no opinion as to the status of the Bonds or the interest thereon, or the Authority Documents under any federal or state securities laws or "Blue Sky" law or any federal, state or local tax law. No opinion is expressed herein with respect to the validity of the Bonds for which the Authority is relying on the opinion given by Bond Counsel. Further, we express no opinion with respect to any indemnification, contribution, liquidated damages, penalty, right of setoff, arbitration, judicial reference, choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the Authority Documents. Without limiting any of the foregoing, we express no opinion as to any matter other than as expressly set forth above. Whenever a statement herein is qualified by "to the best of our knowledge," it shall be deemed to indicate that, during the course of our representation of the Authority in connection with the financing described herein, no information that would give us current, actual knowledge of the inaccuracy of such statement has come to our attention. We have not undertaken any independent investigation to determine the accuracy of such statements, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such investigation. No inference as to our knowledge of any matters bearing upon the accuracy of any such statement should be drawn from the fact of our representation of the Authority. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to E-2 4879-2483 -0003v9/20035 6-0548 original documents of documents submitted to us as copies or as exhibits, and the authenticity of such originals of such latter documents. This opinion letter is furnished by us as General Counsel to the Authority, pursuant to Section 4(d)(8) of the Purchase Agreement. No attorney -client relationship has existed or exists between our firm and the addressee hereof in connection with the Bonds or by virtue of this opinion. This opinion letter is rendered solely in connection with the financing described herein, and may not be relied upon by you for any other purpose. The opinions rendered in this letter are as of the date hereof. We disclaim any obligation to update this opinion letter. Very truly yours, RICHARDS, WATSON & GERSHON, A PROFESSIONAL CORPORATION Peter M. Thorson E-3 4879-2483 -0003v9/20035 6-0548 EXHIBIT F TABLE OF ACCRETED VALUES (SERIES 2023B BONDS) (Per $5,000 Maturity Value) [To Come at Pricing] F-1 4879-2483-0003v9/200356-0548 EXHIBIT G TEMECULA PUBLIC FINANCING TEMECULA PUBLIC FINANCING AUTHORITY AUTHORITY COMMUNITY FACILITIES DISTRICT COMMUNITY FACILITIES DISTRICT NO. 16-01 NO. 16-01 (RORIPAUGH RANCH PHASE 2) (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, SERIES 2023A SPECIAL TAX BONDS, CAPITAL APPRECIATION SERIES 2023B FORM OF ISSUE PRICE CERTIFICATE The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated ("Stifel") hereby certifies as set forth below with respect to the sale and issuance of the above -captioned bonds (the "Bonds"). 1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. 2. Initial Offering Price of the Hold -the -Offering -Price Maturities. (a) Stifel offered the Hold -the -Offering -Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B. (b) As set forth in the Bond Purchase Agreement, dated March , 2023, by and between Stifel and the Issuer, Stifel has agreed in writing that, (i) for each Maturity of the Hold -the - Offering -Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold -the -offering -price rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third -parry distribution agreement shall contain the agreement of each broker -dealer who is a party to the third - party distribution agreement, to comply with the hold -the -offering -price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold -the - Offering -Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. Reserve Fund. The establishment of the Reserve Fund for the Bonds in the amount of the Reserve Requirement (as such terms are defined in the Amended and Restated Fiscal Agent Agreement, dated as of March 1, 2023, by and between the Issuer and U.S. Bank Trust Company, National Association, as Fiscal Agent (the "Fiscal Agent"), pursuant to which the Bonds are being issued) was vital to the marketing of the Bonds and reasonably required to assure payment of debt service on the Bonds. G-1 4879-2483 -0003v9/20035 6-0548 4. Defined Terms. (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities." (b) "Hold -the -Offering -Price Maturities" means those Maturities of the Bonds listed in Schedule A hereto as the "Hold -the -Offering -Price Maturities." (c) "Holding Period" means, with respect to a Hold -the -Offering -Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date ([February , 2023]), or (ii) the date on which Stifel has sold at least 10% of such Hold -the -Offering -Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold -the -Offering -Price Maturity. (d) Issuer means the City of Temecula, California. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [February _, 2023]. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in a Certificate as to Arbitrage and Tax Compliance Procedures for the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Quint & Thimmig LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. G-2 4879-2483 -0003v9/20035 6-0548 STIFEL, NICOLAUS & COMPANY, INCORPORATED By: Name: Name: Dated: , 2023 G-3 4879-2483 -0003v9/20035 6-0548 SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD -THE -OFFERING -PRICE MATURITIES TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, SERIES 2023A Maturity Date Principal Interest Rate Yield Price 10% Test Hold the (September 1) Amount Used Offering Price Used 20 20 20 20 4879-2483 -0003v9/20035 6-0548 TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) SPECIAL TAX BONDS, CAPITAL APPRECIATION SERIES 2023B Hold the Initial 10% Offering Maturity Principal Accretion Test Price Maturity (September 1) Amount Rate Yield Price Used Used Value * 10% Test Maturity. G-5 4879-2483 -0003v9/20035 6-0548 SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) G-6 4879-2483 -0003v9/20035 6-0548 w co PRELIMINARY OFFICIAL STATEMENT DATED FEBRUARY J 2023 E 15 o NEW ISSUE - BOOK ENTRY ONLY NOT RATED r. L In the opinion of Quint & Thimmig LLP, Larkspur, California, Bond Counsel, subject however, to certain qualifications described o N in this Official Statement, under existing law, interest on the 2023 Bonds is excludable from gross income of the owners thereof for c federal income tax purposes and is not included as an item of tax preference in computing the federal alternative minimum tax for g m individuals under the Internal Revenue Code of 1986, as amended. For tax years beginning after December 31, 2022, interest on the 2023 0 9 Bonds may affect the corporate alternative minimum tax for certain corporations. In the further opinion of Bond Counsel, interest on the a) -' 2023 Bonds is exempt from personal income taxation imposed by the State of California. See "TAX MATTERS." .. [D TEMECULA PUBLIC FINANCING AUTHORITY L COMMUNITY FACILITIES DISTRICT NO.16-01 (RORIPAUGH RANCH PHASE 2) O � 10 $6,360,000* $2,459,275* o s SPECIAL TAX BONDS, SPECIAL TAX BONDS, I a SERIES 2023A CAPITAL APPRECIATION SERIES 2023B E m w� Dated: Date of Issuance Due: September 1, as shown on inside cover 0 3 The Temecula Public FinancingAuthority (the "Authority"), for and on behalf of the Temecula Public FinancingAuthority N � � ty ty„ o o Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), is issuing the above -captioned Special Tax Bonds, 9 N 3 Series 2023A (the "Series 2023A Bonds") and Special Tax Bonds, Capital Appreciation Series 2023B (the "Series 2023B Bonds" and @ m collectively with the Series 2023A Bonds, the "2023 Bonds") pursuant to the Mello -Roos Community Facilities Act of 1982, as amended m o (constituting Section 53311 et seq. of the California Government Code) (the "Act"), and an Amended and Restated Fiscal Agent E W Agreement, dated as of March 1, 2023 (the "Fiscal Agent Agreement"), by and between the Authority, for and on behalf of the District, C/> CO 0 and U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal Agent"). �O N a> The 2023 Bonds are payable from the proceeds of an annual Special Tax (as defined in the Fiscal Agent Agreement) being levied on No 5 property located within the District and from certain funds pledged under the Fiscal Agent Agreement. The Special Tax is being levied a i a Appendix B a rate and method ate and Method."of apportionment of Special Taxes. See "SECURITY FOR THE 2023 BONDS —Special Taxes" and .y o The 2023 Bonds will be issued in book -entry form only and, when delivered, will be registered in the name of Cede & Co., as c c 0 nominee of The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the 2023 Bonds. E $ Individual purchases of the 2023 Bonds will be made in book -entry form only. See "THE 2023 BONDS —General Provisions" and c.03 Appendix G - "DTC and the Book -Entry Only System." O N Cr E E o Interest on the Series 2023A Bonds is payable on March 1 and September 1 of each year, commencing on September 1, 2023. The as m o Series 2023B are being issued as capital appreciation bonds. The Series 2023B Bonds will not pay current interest, but will accrete .@ interest at the Accretion Rate set forth on the inside cover from their date of issuance, such interest to be compounded semiannually on N each March 1 and September 1, commencing September 1, 2023, with the Accreted Value of the Series 2023B Bonds payable solely at maturity or upon the earlier redemption thereof. See "THE 2023 BONDS —General Provisions." 0 o The 2023 Bonds are subject to redemption prior to maturity. See "THE 2023 BONDS —Redemption." o c c The Authority has heretofore issued, for the District, its Temecula Public Financing Authority Community Facilities District No. ro n 16-01 (Roripaugh Ranch Phase 2) 2017 Special Tax Bonds (the "2017 Bonds"), which 2017 Bonds are secured on a parity with the 2023 Bonds under the Fiscal issue additional s for the istrict that would be secured a lien on N y c the p Special Tax Revenues g(astdefned n the Fiscal c l Agent Agreement) and by funds pledged Dunder the Fiscal Agent Agreement for the w ' payment of the 2023 Bonds on a parity with the 2023 Bonds and the 2017 Bonds, but any such parity bonds must be Refunding Bonds � m (as defined in the Fiscal Agent Agreement). See "SECURITY FOR THE 2023 BONDS —Issuance of Additional Bonds." NONE OF THE FAITH AND CREDIT OF THE DISTRICT, THE AUTHORITY OR THE STATE OF CALIFORNIA OR OF ANY OF O 3 ITS POLITICAL SUBDIVISIONS IS PLEDGED TO THE PAYMENT OF THE 2023 BONDS. EXCEPT FOR THE SPECIAL TAXES, NO a�i � , OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE 2023 BONDS. THE 2023 BONDS ARE NEITHER GENERAL NOR m £ N SPECIAL OBLIGATIONS OF THE AUTHORITY, NOR GENERAL OBLIGATIONS OF THE DISTRICT, BUT ARE LIMITED � o OBLIGATIONS OF THE AUTHORITY FOR THE DISTRICT, PAYABLE SOLELY FROM CERTAIN AMOUNTS PLEDGED THEREFOR ;' o UNDER THE FISCAL AGENT AGREEMENT, AS MORE FULLY DESCRIBED IN THIS OFFICIAL STATEMENT. C O +_ mc This cover page contains certain information for quick reference only. Investors should read the entire Official Statement to obtain E m .N information essential to the making of an informed investment decision with respect to the 2023 Bonds. See the section of this Official _o L Statement entitled "SPECIAL RISK FACTORS" for a discussion of certain risk factors that should be considered, in addition to the other matters discussed herein, in considering the investment quality of the 2023 Bonds. E o a o MATURITY SCHEDULE N (see inside cover) a) The 2023 Bonds are offered when, as and if issued by the Authority for the District, subject to approval as to their legality by Quint E - 3 & Thimmig LLP, Larkspur, California, Bond Counsel, and certain other conditions. Certain legal matters with respect to the 2023 Bonds mT will be passed upon for the Authority by Richards, Watson & Gershon, A Professional Corporation, Los Angeles, California, in its 2.2 capacity as general counsel to the Authority, and by Quint & Thimmig LLP, Larkspur, California, acting as Disclosure Counsel to the '70a'o a Authority. Certain legal matters will be passed upon for the Underwriter by Stradling Yocca Carlson & Rauth, a Professional jF N Corporation, Newport Beach, California. It is anticipated that the 2023 Bonds in definitive form will be available for delivery to DTC on .T or about March — 2023. Em- STI FEL a @ The date of this Official Statement is February 2023. N O U F O Preliminary, subject to change. TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO.16-01 (RORIPAUGH RANCH PHASE 2) $6,360,000- $2,459,275* SPECIAL TAX BONDS, SPECIAL TAX BONDS, SERIES 2023A CAPITAL APPRECIATION SERIES 2023B MATURITY SCHEDULE FOR THE SERIES 2023A BONDS $ Serial Bonds; CUSIP Prefix: 87972(i) Maturity Date Principal Interest (September 1) Amount Rate Yield Price $ % Term Bonds due September 1, Price to Yield % CUSIPM: 87972 $ % Term Bonds due September 1, Price to Yield % CUSIPM: 87972 MATURITY SCHEDULE FOR THE SERIES 2023B BONDS CUSIP Suffix(') _% Accretion Rate Term Bonds due September 1, 2053 Price to Yield % CUSIPM: 87972 . Preliminary, subject to change. (1) Copyright American Bankers Association. CUSIP numbers have been assigned by an independent company not affiliated with the Authority and are included solely for the convenience of the owners of the 2023 Bonds. Neither the Authority nor the Underwriter is responsible for the selection or use of these CUSIP numbers, and no representation is made as to their correctness. The CUSIP number for a specific maturity is subject to being changed after the issuance of the 2023 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the 2023 Bonds. GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT The information contained in this Official Statement has been obtained from sources that are believed to be reliable. No representation, warranty or guarantee, however, is made by the Underwriter as to the accuracy or completeness of any information in this Official Statement, including, without limitation, the information contained in the Appendices, and nothing contained in this Official Statement should be relied upon as a promise or representation by the Underwriter. Neither the Authority nor the Underwriter has authorized any dealer, broker, salesperson or other person to give any information or make any representations with respect to the offer or sale of the 2023 Bonds other than as contained in this Official Statement. If given or made, any such information or representations must not be relied upon as having been authorized by the Authority or the Underwriter. The information and expressions of opinion in this Official Statement are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the 2023 Bonds shall under any circumstances create any implication that there has been no change in the affairs of any party described in this Official Statement, or in the status of any property described in this Official Statement, subsequent to the date as of which such information is presented. This Official Statement and the information contained in this Official Statement are subject to amendment without notice. The 2023 Bonds may not be sold, and no offer to buy the 2023 Bonds may be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the 2023 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Official Statement is not to be construed as a contract with the purchasers or owners of the 2023 Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact. This Official Statement, including any supplement or amendment hereto, is intended to be deposited with a nationally recognized municipal securities depository. When used in this Official Statement, in any continuing disclosure by the Authority, in any press release, or in any oral statement made with the approval of an authorized officer of the Authority or any other entity described or referenced in this Official Statement, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "forecast," "expect," 'intend" and similar expressions identify "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward -looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized, and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. All summaries of the documents referred to in this Official Statement are qualified by the provisions of the respective documents summarized and do not purport to be complete statements of any or all of such provisions. The Underwriter has provided the following sentence for inclusion in this Official Statement: "The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or the completeness of such information." In connection with the offering of the 2023 Bonds, the Underwriter may overallot or effect transactions that stabilize or maintain the market prices of the 2023 Bonds at levels above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriter may offer and sell the 2023 Bonds to certain dealers, dealer banks and banks acting as agent at prices lower than the public offering prices stated on the inside cover page of this Official Statement, and those public offering prices may be changed from time to time by the Underwriter. The 2023 Bonds have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon an exemption from the registration requirements contained in the Securities Act. The 2023 Bonds have not been registered or qualified under the securities laws of any state. The City of Temecula maintains an Internet website, but the information on the website is not incorporated in this Official Statement. -i- TEMECULA PUBLIC FINANCING AUTHORITY Board of Directors Zak Schwank, Chair James Stewart, Member Jessica Alexander, Member Curtis Brown, Member Brenden Kalfus, Member Authority/City of Temecula Officials Aaron Adams, Executive Director and City Manager Luke Watson, Deputy City Manager Jennifer Hennessy, Authority Treasurer and City Director of Finance Patrick Thomas, Director of Public Works and City Engineer Randi Johl, Authority Secretary and City Clerk PROFESSIONAL SERVICES Authority General Counsel and City Attorney Richards, Watson & Gershon, A Professional Corporation Los Angeles, California Municipal Advisor Fieldman, Rolapp & Associates, Inc. Irvine, California Bond Counsel and Disclosure Counsel Quint & Thimmig LLP Larkspur, California Special Tax Consultant and Dissemination Agent Webb Municipal Finance, LLC Riverside, California Appraiser Integra Realty Resources Sacramento, California Fiscal Agent U.S. Bank Trust Company, National Association Los Angeles, California TABLE OF CONTENTS INTRODUCTION...................................................................1 General...................................................................................1 Authority for Issuance.........................................................1 The 2023 Bonds.....................................................................2 Application of 2023 Bond Proceeds...................................2 ParityBonds..........................................................................2 Security for the 2023 Bonds.................................................3 ReserveFund........................................................................4 TheAuthority.......................................................................4 TheDistrict............................................................................4 LandValuation.....................................................................6 Limited Obligation...............................................................7 Bondowners' Risks...............................................................8 Continuing Disclosure.........................................................8 Other Information................................................................8 PLAN OF FINANCING........................................................8 Overview...............................................................................8 Estimated Sources and Uses of Funds...............................9 THE 2023 BONDS.................................................................10 Authority for Issuance.......................................................10 General Provisions.............................................................10 Redemption.........................................................................11 Transfer or Exchange of 2023 Bonds...............................14 Discontinuance of DTC Services......................................15 Scheduled Debt Service.....................................................16 SECURITY FOR THE 2023 BONDS...................................16 General.................................................................................16 Limited Obligation.............................................................17 SpecialTaxes.......................................................................17 Special Tax Fund................................................................18 Summary of Rate and Method.........................................19 Reserve Fund......................................................................23 Covenant for Superior Court Foreclosure ......................24 NoTeeter Plan....................................................................26 Investment of Moneys.......................................................26 Issuance of Additional Bonds...........................................26 THE DISTRICT.....................................................................27 Location and General Description of the District .......... 27 History of the District........................................................29 The Improvements.............................................................31 Sommers Bend....................................................................33 The Primary Developer, the Merchant Builders and Wingsweep Corporation...................................................38 Property Values..................................................................44 Land Use Distribution.......................................................45 Value -to -District Lien Ratios............................................46 Special Tax Delinquencies.................................................49 Direct and Overlapping Governmental Obligations.... 50 SampleTax Bill................................................................... 51 THE AUTHORITY...............................................................52 SPECIAL RISK FACTORS..................................................53 No General Obligation of the Authority or the District................................................................................. 53 PropertyValue...................................................................53 Concentration of Ownership ............................................ 53 Failure to Complete Development .................................. 54 Government Approvals .................................................... 54 Payment of the Special Tax is not a Personal Obligation........................................................................... 54 FDIC/Federal Government Interests in Properties...... 54 Exempt Properties............................................................. 56 Parity Taxes and Special Assessments ............................ 56 Insufficiency of Special Taxes .......................................... 57 Tax Delinquencies.............................................................. 57 Bankruptcy Delays............................................................ 58 Proceeds of Foreclosure Sales .......................................... 58 Natural Disasters............................................................... 59 Wildfires.............................................................................. 59 Hazardous Substances...................................................... 59 Disclosure to Future Purchasers ...................................... 60 Potential Early Redemption of 2023 Bonds from Special Tax Prepayments .................................................. 60 Cybersecurity..................................................................... 60 COVID-19 Pandemic......................................................... 61 No Acceleration Provision ................................................ 61 Taxability Risk.................................................................... 61 Enforceability of Remedies ............................................... 61 No Secondary Market ....................................................... 62 Proposition218................................................................... 62 Ballot Initiatives................................................................. 63 IRS Audit of Tax -Exempt Bond Issues ........................... 63 TAXMATTERS.................................................................... 63 LEGALMATTERS...............................................................66 NORATING.........................................................................66 NO LITIGATION.................................................................66 MUNICIPAL ADVISOR ..................................................... 66 UNDERWRITING............................................................... 67 CONTINUING DISCLOSURE ........................................... 67 TheAuthority..................................................................... 67 The Primary Developer..................................................... 67 Remedies for Failures to Comply .................................... 68 MISCELLANEOUS.............................................................. 68 APPENDIX A GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY AND THE COUNTY APPENDIX B RATE AND METHOD APPENDIX C SUMMARY OF THE FISCAL AGENT AGREEMENT APPENDIX D FORM OF OPINION OF BOND COUNSEL APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT OF THE AUTHORITY APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT OF THE PRIMARY DEVELOPER APPENDIX G DTC AND THE BOOK -ENTRY ONLY SYSTEM APPENDIX H APPRAISAL REPORT APPENDIX I TABLE OF ACCRETED VALUES OF SERIES 2023B BONDS x 4F 6blv rr" ■ v U r CITY OF TEMECULA (Riverside County, California) Regional Location Map or,ffm ma r e/SoL < pifoa C001TY 3 -iv- OFFICIAL STATEMENT TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) $6,360,000* $2,459,275* SPECIAL TAX BONDS, SPECIAL TAX BONDS, SERIES 2023A CAPITAL APPRECIATION SERIES 2023B INTRODUCTION This introduction is not a summary of this Official Statement and is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement by those interested in purchasing the 2023 Bonds. The sale and delivery of 2023 Bonds to potential investors is made only by means of the entire Official Statement. Certain capitalized terms used in this Official Statement and not defined herein have the meanings set forth in Appendix C — "Summary of the Fiscal Agent Agreement —Definitions" or in Appendix B — "Rate and Method." General The purpose of this Official Statement, which includes the cover page, the inside cover page, the table of contents and the attached appendices (the "Official Statement"), is to provide certain information concerning the issuance of the above -captioned Special Tax Bonds, Series 2023A (the "Series 2023A Bonds") and Special Tax Bonds, Capital Appreciation Series 2023B (the "Series 2023B Bonds" and collectively with the Series 2023A Bonds, the "2023 Bonds"). The 2023 Bonds are being issued by the Temecula Public Financing Authority (the "Authority"), for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act") and an Amended and Restated Fiscal Agent Agreement, dated as of March 1, 2023 (the "Fiscal Agent Agreement"), by and between the Authority, for and on behalf of the District, and U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal Agent"). The net proceeds of the 2023 Bonds will be used to finance certain public infrastructure improvements authorized to be funded by the District. See "PLAN OF FINANCING." Authority for Issuance General. The District was formed on April 26, 2016 under the authority of the Act, which was enacted by the California Legislature to provide an alternative method of financing certain public capital facilities and services, especially in developing areas of the State. The Act authorizes local governmental entities to establish community facilities districts as legally constituted governmental entities within defined boundaries, with the legislative body of the local applicable governmental entity acting on behalf of the district. Subject to approval by at least a two-thirds vote of the votes cast by the qualified electors within a district and compliance with the provisions of the Act, the legislative body may authorize the issuance of bonds for the community facilities district established by it and may authorize the levy and collection of a special tax within the district to repay the bonds. -1- Bond Authority. The 2023 Bonds are authorized to be issued pursuant to the Act, a Resolution adopted on February 14, 2023 by the Board of Directors of the Authority (the 'Board of Directors") acting as the legislative body of the District, and the Fiscal Agent Agreement. For more detailed information about the formation of the District and the authority for issuance of the 2023 Bonds, see "THE DISTRICT —History of the District." The 2023 Bonds General. The 2023 Bonds will be issued in book -entry form only and, when delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the 2023 Bonds. See "THE 2023 BONDS —General Provisions - 2023 Bonds." Series 2023A Bonds. The Series 2023A Bonds will be issued only as fully registered bonds, in integral multiples of $5,000, and will bear interest at the rates per annum and will mature on the dates and in the principal amounts set forth on the inside cover page of this Official Statement. The Series 2023A Bonds will be dated the date of their issuance and interest on the 2023 Bonds will be payable on March 1 and September 1 of each year (individually an "Interest Payment Date"), commencing September 1, 2023. See "THE 2023 BONDS —General Provisions - The Series 2023A Bonds." Series 2023B Bonds. The Series 2023B Bonds will be issued only as fully registered bonds, in integral multiples of $5,000 Maturity Value. The Series 2023B Bonds are being issued as capital appreciation bonds in the principal amount set forth on the inside cover page of this Official Statement, and will be dated the date of their issuance. The Series 2023B Bonds will not pay current interest, but will accrete interest from their date of issuance at the Accretion Rate also set forth on the inside cover page, such interest to be compounded semiannually on each March 1 and September 1, commencing September 1, 2023, with the Accreted Value of the Series 2023B Bonds payable solely at maturity or upon the earlier redemption thereof. See "THE 2023 BONDS —General Provisions - The Series 2023B Bonds." Redemption Prior to Maturity. The 2023 Bonds are subject to optional redemption, mandatory sinking payment redemption and mandatory redemption from Special Tax prepayments prior to their respective maturities. See "THE 2023 BONDS —Redemption." Application of 2023 Bond Proceeds Proceeds of the 2023 Bonds will be used (a) to make a deposit to the Improvement Fund, (b) to make a deposit to the Reserve Fund for the Bonds (as defined below) to increase the amount therein to the amount of the Reserve Requirement as of the date of issuance of the 2023 Bonds, (c) to make a deposit to a Capitalized Interest Account to be used to pay interest on the Series 2023A Bonds due on September 1, 2023, and (d) to pay the costs of issuance of the 2023 Bonds. See "PLAN OF FINANCING —Estimated Sources and Uses of Funds." The proceeds of the 2023 Bonds deposited to the Improvement Fund will be used to pay the costs of certain public infrastructure improvements (the "Improvements") authorized to be funded by the District. See "THE DISTRICT —The Improvements." Parity Bonds The Authority has heretofore issued its Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) 2017 Special Tax Bonds (the "2017 Bonds"), of which $42,815,000 principal amount was issued and $39,260,000 principal amount is outstanding. The 2017 Bonds were issued to finance public improvements -2- authorized to be funded by the District. See "THE DISTRICT —History of the District." Except for the amount in the Capitalized Interest Account (which is to be used solely to pay interest on the 2023A Bonds due September 1, 2023), the 2017 Bonds are secured by a pledge of the Special Tax Revenues and amounts held in certain funds and accounts under the Fiscal Agent Agreement on a parity with the 2023 Bonds. The Authority may in the future issue additional bonded indebtedness (future "Parity Bonds") that is secured by a lien on the Special Tax Revenues and on the funds pledged under the Fiscal Agent Agreement on a parity with the 2017 Bonds and the 2023 Bonds, but any such Parity Bonds must be "Refunding Bonds," as defined in the Fiscal Agent Agreement. See "SECURITY FOR THE 2023 BONDS —Issuance of Additional Bonds." When used in this Official Statement, the term 'Bonds" means, collectively, the 2017 Bonds, the 2023 Bonds and any future Parity Bonds that may be issued for the District. Security for the 2023 Bonds Pledge Under the Fiscal Agent Agreement. Pursuant to the Fiscal Agent Agreement, the Bonds are secured by a first pledge of all of the Special Tax Revenues (other than, in each Fiscal Year, up to the first $50,000 of Special Tax Revenues that may be deposited into the Administrative Expense Fund) and all moneys deposited in the Bond Fund, the Reserve Fund and, until disbursed in accordance with the Fiscal Agent Agreement, in the Special Tax Fund. See "SECURITY FOR THE 2023 BONDS —General." "Special Tax Revenues," as defined in the Fiscal Agent Agreement, means the proceeds of the Special Taxes (as described under the subheading "Special Taxes; Rate and Method" below) received by the Authority, including any scheduled payments and any prepayments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien and interest thereon, but does not include penalties, if any, collected in connection with delinquent Special Taxes. The Special Tax Revenues and all moneys deposited into the Bond Fund, the Reserve Fund and the Special Tax Fund are dedicated to the payment of the principal of, and interest and any premium on, the Bonds in accordance with the Fiscal Agent Agreement until all of the Bonds have been paid or defeased. See "SECURITY FOR THE 2023 BONDS —Special Taxes" and Appendix B — "Rate and Method." Special Taxes; Rate and Method. The Special Taxes to be used to pay debt service on the Bonds will be levied on Taxable Property in the District in accordance with the Rate and Method of Apportionment of Special Tax, as described under the heading "SECURITY FOR THE 2023 BONDS —Summary of Rate and Method" (the "Rate and Method"). The term "Special Taxes", when used in this Official Statement, means the Special Tax A levied on the Taxable Property within the District pursuant to the Rate and Method and the Fiscal Agent Agreement to fund the "Special Tax A Requirement," which includes amounts needed to pay the debt service on the 2023 Bonds. The Rate and Method also allows for the levy of a Special Tax B to pay for certain municipal services authorized to be funded by the District, but the Special Tax B is not in any way pledged, and will not be used, to pay debt service on the Bonds. See "SECURITY FOR THE 2023 BONDS —Special Taxes," and "—Summary of Rate and Method." With respect to the annual Special Tax levy on property in the District, the Special Tax levy on any parcel may not exceed the Maximum Special Tax rate applicable to such parcel. See "SECURITY FOR THE 2023 BONDS —Summary of Rate and Method — Maximum Special Taxes." Also, under no circumstances may the Special Tax on a parcel in residential use be increased in any Fiscal Year as a consequence of the delinquency or default in payment of the Special Tax levied on another parcel or parcels by more than ten percent (107o) above the amount that would have been levied in that Fiscal Year had there never been any such -3- delinquencies or defaults. See "SECURITY FOR THE 2023 BONDS —Summary of Rate and Method - Method of Apportionment." Limitations. Amounts in the Administrative Expense Fund, the Improvement Fund and the Costs of Issuance Fund, each of which is established under the Fiscal Agent Agreement, are not pledged to the repayment of the Bonds. A portion of the Special Taxes collected annually and to be deposited on a priority basis to the Administrative Expense Fund (see clause (i) of the second paragraph under "SECURITY FOR THE 2023 BONDS —Special Tax Fund") is not pledged to the repayment of the Bonds. The Improvements are not pledged as collateral for the Bonds. The Special Tax B and the proceeds of condemnation or destruction of any of the Improvements are not pledged to pay the debt service on the Bonds. In the event that the Special Taxes are not paid when due, the only sources of funds available to repay the Bonds are amounts held by the Fiscal Agent under the Fiscal Agent Agreement in the Bond Fund, the Reserve Fund, and, until disbursed as provided in the Fiscal Agent Agreement, in the Special Tax Fund, as well as certain proceeds, if any, from foreclosure sales of parcels with delinquent Special Taxes. See "SECURITY FOR THE 2023 BONDS -General." Reserve Fund The Fiscal Agent Agreement established a Reserve Fund to be held by the Fiscal Agent as a reserve for the payment of principal of and interest on the Bonds. The Reserve Fund is required to be funded in an amount equal to the least of (i) Maximum Annual Debt Service on the Outstanding Bonds, (ii) 125% of average Annual Debt Service on the Outstanding Bonds, or (iii) 10% of the sum of the principal amount of the then Outstanding 2017 Bonds, the principal amount of the then Outstanding Series 2023A Bonds, and of the initial principal amount of the then Outstanding Series 2023B Bonds (the "Reserve Requirement"). The Reserve Fund will be available to pay debt service on the Bonds in the event that there is a shortfall in the amount in the Bond Fund to pay such debt service. The Reserve Requirement as of the date of issuance of the 2023 Bonds will be $ . A portion of the proceeds of the 2023 Bonds in the amount of $ will be deposited to the Reserve Fund which amount, together with funds already on deposit in the Reserve Fund, will increase the amount on deposit therein to the amount of the Reserve Requirement as of the date of issuance of the 2023 Bonds. See "SECURITY FOR THE 2023 BONDS —Reserve Fund" and Appendix C - "Summary of Certain Provisions of the Fiscal Agent Agreement - Funds and Accounts - Reserve Fund." The Authority The Authority was formed on April 10, 2001, pursuant to a Joint Exercise of Powers Agreement (the "JPA Agreement") between the City and the former Redevelopment Agency of the City of Temecula (the "Agency"), in accordance with Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California. The JPA Agreement was amended in May of 2016 to provide for the withdrawal of the Successor Agency to the Agency as a member of the Authority, and to add the Temecula Community Services District and the Temecula Housing Authority as members of the Authority. See "THE AUTHORITY." The District The District was formed by the Board of Directors pursuant to proceedings conducted under the Act on April 26, 2016 and an election held on that date wherein the two then owners of the property in the District voted in favor of the formation of the District, the levy of the Special Tax A and the Special Tax B on the property in the District and the issuance of up to $60,000,000 principal amount of special tax bonds payable from the Special Tax A. See "THE -4- DISTRICT —History of the District." The proceeds of the Special Tax B, which will not be available to pay the debt service on the 2023 Bonds, are being used to pay costs of services eligible to be funded by the District, which include various municipal services ranging from public safety services, to maintenance of landscaping in public areas, maintenance of sidewalks and roadways, signage, storm drains, and street lighting and traffic signals, all related to the property in the District. The District is located in the far northern portion of the City, and includes approximately 281.54 acres of residential land and one commercial parcel in an area of the City currently identified as "Sommers Bend" (formerly known as Phase Two of the Roripaugh Ranch development). Sommers Bend, with 612.6 gross acres, is expected to include at buildout 1,445 homes and one commercial development on the 281.54 acres in the District, as well as a 21.3 acre sports park and 7.1 acres of private recreation areas that include clubhouses, fitness centers, pools and childrens play areas, along with 226.8 acres of open space including equestrian, biking and nature trails. The construction of the sports park and the neighborhood and recreational parks have been completed, and home construction is ongoing. See "THE DISTRICT —Sommers Bend." The Taxable Property in the District includes property for 861 single family homes being developed by Woodside 05S, LP, a California limited partnership (referred to in this Official Statement as the "Primary Developer"), property for 259 single family homes being developed by Taylor Morrison of California, LLC, a California limited liability company (referred to in this Official Statement as "Taylor Morrison'), property for 193 single family homes being developed by Richmond American Homes of Maryland, Inc., a Maryland corporation (referred to in this Official Statement as "Richmond American," and together with Taylor Morrison referred to in this Official Statement as the "Merchant Builders"), property for 132 single family homes being developed by Wingsweep Corporation, and property for commercial development owned by Wingsweep Corporation. Of the property for the 861 lots being developed by the Primary Developer, property for 57 homes are owned by SHAWOOD COMMUNITIES, LLC, a California limited liability company (referred to in this Official Statement as "SHAWOOD"), an affiliate of the Primary Developer. For additional information regarding the Primary Developer, SHAWOOD, the Merchant Builders and Wingsweep Corporation, see "THE DISTRICT —The Primary Developer, the Merchant Builders and Wingsweep Corporation." The following table shows the status of development of the property in the District as of the September 12, 2022 date of value of the Appraisal Report (see "INTRODUCTION —Land Valuation" and "THE DISTRICT —Property Values"), and as of December 1, 2022, with the information as provided by the Primary Developer, the Merchant Builders and Wingsweep Corporation. -5- Summary of Status of Development in the District At September 12, 2022 Primary Developer: At December 1, 2022 lots with homes sold and conveyed to homebuyers 206 206 lots with completed homes 0 7 lots with model homes 11 11 lots with homes under construction 96 89 lots with construction not yet started(') 548 548 Total Lots 861 861 Taylor Morrison: lots with homes sold and conveyed to homebuyers 134 160 lots with model homes 8 8 lots with homes under construction 43 21 lots with construction not yet started 74 70 Total Lots 259 259 Richmond American: lots with homes sold and conveyed to homebuyers 161 184 lots with model homes 3 3 lots with homes under construction 29 6 Total Lots 193 193 Wingsweep Corporation: lots with construction of homes not yet started 132 132 lots for commercial development 1 1 Total Lots 133 133 (1) Includes 57lots owned by SHAWOOD and to be developed by the Primary Developer. Note that, at present, two of the County Assessor's parcels of property in the District owned by the Primary Developer are expected to be subdivided into 14 parcels for development with 374 units, and 5 of the County Assessor's parcels of property in the District owned by Wingsweep Corporation are expected to be subdivided into 132 parcels for development with 132 units, so that as of each date in the Table above, there were a total of 939 subdivided parcels for home construction and 1 parcel for commercial development in the District. For additional information on the status of development of the property in the District, see "THE DISTRICT —Sommers Bend" and for additional information regarding the Primary Developer, the Merchant Builders and Wingsweep Corporation, see "THE DISTRICT —The Primary Developer, the Merchant Builders and Wingsweep Corporation." See also "SPECIAL RISK FACTORS —Concentration of Ownership." Land Valuation As of September 12, 2022, the District included a total of 939 subdivided lots for single family homes, and an additional possible future 507 lots; 506 for single family homes and 1 for commercial development, if 6 of the 7 unsubdivided lots are subsequently subdivided, as currently planned all of which are and are expected to be, as applicable, subject to the Special Tax securing the repayment of the Bonds (the "Taxable Property"). As of that date, there were 303 homes that had been sold to homebuyers and had County assessed values. Integra Realty Resources, Sacramento, California (the "Appraise") has prepared an Appraisal Report dated October 11, 2022 (the "Appraisal Report") with a valuation date of September 12, 2022, estimating the market value of the other 636 subdivided lots and planned additional 507 lots within the District that are to be subject to the Special Tax securing the 2023 Bonds (the "Appraised Property"). The Appraiser concluded in the Appraisal Report that the market value M of the Appraised Property as of September 12, 2022 was $293,931,000, subject to a specific extraordinary assumption and a specific hypothetical assumption, among other assumptions, in the Appraisal Report. See "THE DISTRICT —Property Values." The appraised value of the Appraised Property in the District, as reflected in the Appraisal Report, when combined with the County Assessor's aggregate $207,046,283 assessed value of the 303 parcels with homes sold to homebuyers and that had County assessed values as of September 12, 2022 (for a total valuation of $500,977,283), is approximately 10.42* times the aggregate of the $8,819,275* initial principal amount of the 2023 Bonds and the $39,260,000 outstanding principal amount of the 2017 Bonds. On January 6, 2023, the Appraiser provided a letter to the Authority (the "Update Letter") to the effect that the value of the Appraised Property in the District as of December 1, 2022 was not less than the value of the Appraised Property as of the September 12, 2022 date of value in the Appraisal. The Update Letter attributed the December 1, 2022 consideration of value to increased expenditures for infrastructure improvements and additional home construction in the District as a whole that occurred after September 12, 2022; however, certain parcels of the Appraised Property in the District that did not have additional development may have decreased in value since September 12, 2022. The Appraisal Report and the Update Letter, complete copies of which are set forth in Appendix H to this Official Statement, are subject to various assumptions and limiting conditions, and the Appraisal Report and the Update Letter should be read in their entirety by prospective purchasers of the 2023 Bonds. See also "THE DISTRICT —Property Values" and "SPECIAL RISK FACTORS —Property Value." The value of individual parcels of the Taxable Property varies significantly, and no assurance can be given that should Special Taxes levied on one or more of the parcels become delinquent, and should the delinquent parcels be offered for sale at a judicial foreclosure sale, that any bid would be received for the property or, if a bid is received, that such bid would be sufficient to pay such parcel's delinquent Special Taxes. See "THE DISTRICT —Value -to -District Lien Ratios," "SPECIAL RISK FACTORS —Property Value" and "SPECIAL RISK FACTORS — Insufficiency of Special Taxes." Limited Obligation Although the unpaid Special Taxes constitute liens on parcels within the District on which they are levied, they do not constitute a personal indebtedness of the property owners. There is no assurance that the current or subsequent owners of Taxable Property in the District will be financially able to pay the Special Taxes levied on their property in the District, or that they will pay the Special Taxes even though financially able to do so. NONE OF THE FAITH AND CREDIT OF THE DISTRICT, THE AUTHORITY OR THE STATE OF CALIFORNIA OR OF ANY OF ITS POLITICAL SUBDIVISIONS IS PLEDGED TO THE PAYMENT OF THE 2023 BONDS. EXCEPT FOR THE SPECIAL TAXES, NO OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE 2023 BONDS. THE 2023 BONDS ARE NEITHER GENERAL NOR SPECIAL OBLIGATIONS OF THE AUTHORITY, NOR GENERAL OBLIGATIONS OF THE DISTRICT, BUT ARE LIMITED OBLIGATIONS OF THE AUTHORITY FOR THE DISTRICT PAYABLE SOLELY FROM CERTAIN AMOUNTS PLEDGED THEREFOR UNDER THE FISCAL AGENT AGREEMENT, AS MORE FULLY DESCRIBED IN THIS OFFICIAL STATEMENT. * Preliminary, subject to change. -7- Bondowners' Risks Certain events could affect the ability of the Authority to pay the principal of and interest on, and Accreted Value of, as applicable, the 2023 Bonds when due. Except for the Special Taxes, no other taxes are pledged to the payment of the 2023 Bonds. See "SPECIAL RISK FACTORS" for a discussion of certain factors that should be considered in evaluating an investment in the 2023 Bonds. The purchase of the 2023 Bonds involves significant risks, and the 2023 Bonds are not appropriate investments for all types of investors. See "SPECIAL RISK FACTORS." Continuing Disclosure For purposes of complying with Rule 15c2-12(b)(5) promulgated under the Securities Exchange Act of 1934, as amended (the "Rule"), the Authority and the Primary Developer have agreed to provide, or cause to be provided, to the Municipal Securities Rulemaking Board (the "MSRB") certain annual financial information and other information. The Authority and the Primary Developer each have further agreed to provide notice of certain enumerated events, and the Primary Developer has agreed to provide mid -year reports with certain limited information. The Primary Developer's annual, mid -year and enumerated event reporting obligations will terminate if and when the Primary Developer and any affiliate thereof, or successor thereto, owns parcels in the District that are subject to less than twenty percent (20%) of the annual Special Tax levy. These covenants have been made in order to assist the Underwriter in complying with the Rule. See "CONTINUING DISCLOSURE," and Appendices E and F for a description of the specific nature of the reports and notices of significant events, as well as the terms of the Continuing Disclosure Agreements of the Authority and the Primary Developer, respectively, pursuant to which such reports and notices are to be made. Other Information This Official Statement speaks only as of its date, and the information contained in this Official Statement is subject to change without notice. Except where otherwise indicated, all information contained in this Official Statement has been provided by the Authority on behalf of the District. Copies of the Fiscal Agent Agreement and certain other documents referenced in this Official Statement are available for inspection at the office of, and (upon written request and payment to the Authority of a charge for copying, mailing and handling) are available for delivery from, the Director of Finance, City of Temecula, 41000 Main Street, Temecula, California 92590. PLAN OF FINANCING Overview General. The primary purpose of the 2023 Bonds is to provide funds to pay costs of certain of the Improvements authorized to be funded by the District. Proceeds of the 2023 Bonds will also be used to make a deposit to a Capitalized Interest Account, to make a deposit to a Reserve Fund for the 2023 Bonds and the 2017 Bonds, and to pay costs of issuance of the 2023 Bonds. Funding for Improvements. The Authority, for and on behalf of the District, entered into an Acquisition Agreement with Roripaugh Valley Restoration, LLC ("RVR"), dated as of March BE 1, 2017 (the "Acquisition Agreement"), pursuant to which the Authority has agreed to use amounts in an improvement fund for a community facilities district formed over the Roripaugh Ranch development in the City that is not in the District, as well as proceeds of the 2017 Bonds and of the 2023 Bonds to pay the costs of specified public infrastructure improvements, including specified improvements the construction of which was necessitated by development occurring in the District (referred to in this Official Statement as the "Improvements"). The Primary Developer assumed the obligations of RVR under the Acquisition Agreement in 2018, and the Acquisition Agreement was amended on March 9, 2022 and on September 27, 2022 in connection with priorities for the construction of certain of the Improvements. See "THE DISTRICT —The Improvements." The Authority estimates that the total projected costs of the Improvements eligible to be funded by the District is $16,946,000. As of December 15, 2022, there was approximately $6,801,542 on deposit in the Improvement Fund from proceeds of the 2017 Bonds and investment earnings thereon available to pay costs of the Improvements, which funds, together with proceeds of the 2023 Bonds, will be available to pay costs of the Improvements. To date, there have been no funds drawn from the Improvement Fund to pay costs of Improvements. For more information on the Improvements, see "THE DISTRICT —The Improvements." Proceeds of the 2023 Bonds to be deposited to the Improvement Fund and the amount on deposit therein from the proceeds of the 2017 Bonds are not expected to be sufficient to pay costs of all of the Improvements. Under the Acquisition Agreement, costs of Improvements in excess of the proceeds of the 2023 Bonds and proceeds of the 2017 Bonds in the Improvement Fund are the responsibility of the Primary Developer; however the Primary Developer has an agreement with Wingsweep Corporation to share cost of development of the property in the District with 90% of such costs to be paid by the Primary Developer and 10% of such costs to be paid by Wingsweep Corporation. See "THE DISTRICT —The Improvements." The amounts in the Improvement Fund are not available to make payments on the 2023 Bonds. Estimated Sources and Uses of Funds The sources and uses of funds in connection with the 2023 Bonds are expected to be as follows: Principal amount of 2023 Bonds $ Less (Plus): Original Issue Discount (Premium) Less: Underwriter's Discount Total Sources Deposit to Improvement Fund(') Deposit to Reserve Fund(2) Deposit to Costs of Issuance Fund(3) Deposit to the Capitalized Interest Account(4) Total Uses $ (1) To be used to pay costs of the Improvements. See "PLAN OF FINANCING --Overview — Funding for Improvements" and "THE DISTRICT —The Improvements." (2) An amount, when added to the amount already on deposit in the Reserve Fund, will result in the amount in the Reserve Fund being equal to the Reserve Requirement as of the date of issuance of the 2023 Bonds. See "SECURITY FOR THE 2023 BONDS —Reserve Fund." (3) Costs of issuance include, without limitation, Fiscal Agent fees and expenses, Municipal Advisor fees and expenses, the fees and expenses of Bond Counsel, Disclosure Counsel and Counsel to the Authority, printing costs and other costs related to the issuance of the 2023 Bonds. (4) To be used to pay interest on the 2023A Bonds due on September 1, 2023. 0 THE 2023 BONDS Authority for Issuance The 2023 Bonds are authorized to be issued pursuant to the Act, a Resolution adopted on February 14, 2023, by the Board of Directors, acting as the legislative body of the District, and the Fiscal Agent Agreement. The Special Taxes to be used to pay debt service on the 2023 Bonds are being levied in accordance with the Rate and Method. General Provisions 2023 Bonds. The 2023 Bonds will be payable both as to principal and interest, or Accreted Value, as applicable, and as to any premium upon the redemption thereof, in lawful money of the United States of America. The principal and Accreted Value, as applicable, of the 2023 Bonds and any premium due upon the redemption thereof will be payable upon presentation and surrender at the principal corporate trust office of the Fiscal Agent. Interest on each 2023 Bond will be computed using a year of 360 days comprised of twelve 30-day months. The Fiscal Agent Agreement provides that, in any case where the date of the payment of debt service on the 2023 Bonds or the date fixed for redemption of any 2023 Bonds is other than a Business Day, the payment of debt service or the redemption need not be made on such date but may be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required and no interest shall accrue or accrete, as applicable, on the 2023 Bonds for the period from and after such date. The 2023 Bonds will be issued in book -entry form only and, when delivered, will be registered in the name of Cede & Co., as nominee of DTC, which will act as securities depository for the 2023 Bonds. Individual purchases of the 2023 Bonds will be made in Authorized Denominations in book -entry form only. Purchasers of the 2023 Bonds will not receive physical certificates representing their ownership interests in the 2023 Bonds purchased. Principal and interest payments represented by the 2023 Bonds are payable directly to DTC by the Fiscal Agent. Upon receipt of payments of principal and interest, DTC will in turn distribute such payments to the beneficial owners of the 2023 Bonds. See Appendix G — "DTC and the Book -Entry Only System." So long as the 2023 Bonds are registered in the name of Cede & Co., as nominee of DTC, references in this Official Statement to the owners of the 2023 Bonds shall mean Cede & Co., and shall not mean the purchasers or Beneficial Owners of the 2023 Bonds. The Series 2023A Bonds. The Series 2023A Bonds will be issued only as fully registered bonds, in denominations of $5,000 and integral multiples thereof, and will bear interest at the rates per annum and will mature on the dates set forth on the inside cover page of this Official Statement. Interest will be calculated on the basis of a 360-day year composed of twelve 30-day months. The Series 2023A Bonds will be dated the date of their issuance and interest will be payable on each Interest Payment Date, commencing September 1, 2023. Each Series 2023A Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated on an Interest Payment Date, in which event it will bear interest from such date of authentication, or (b) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (c) it is authenticated on or before August 15, 2023, in which event it will bear interest from the date of issuance of the Series 2023A Bonds; provided, however, that if, as of the date of authentication of any Series 2023A Bond interest thereon is in default, such -10- Series 2023A Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. "Record Date" is defined in the Fiscal Agent Agreement as the fifteenth day of the month next preceding the month of the applicable Interest Payment Date, whether or not such fifteenth (15th) day is a Business Day. The Series 2023B Bonds. The Series 2023B Bonds will be issued only as fully registered capital appreciation bonds, in the denomination of $5,000 Maturity Value or any integral multiple of $5,000 in excess thereof (except that one Series 2023B Bond may be in a denomination equal to the Maturity Value of all of the outstanding Series 2023B Bonds). Interest on the Series 2023B Bonds will compound on each Interest Payment Date at the Accretion Rate set forth on the inside cover of this Official Statement, with interest payable solely at maturity or upon earlier redemption. The Series 2023B Bonds will be dated the date of their issuance. The term "Maturity Value" is defined in the Fiscal Agent Agreement as the Accreted Value of the Series 2023B Bonds as of the maturity date thereof. The term "Accreted Value" is defined in the Fiscal Agent Agreement with respect to any Series 2023B Bond, as of the date of calculation, the Denominational Amount thereof, plus Accreted Interest thereon at the applicable Accretion Rate to such date of calculation, compounded semiannually on each Interest Payment Date following their issuance, assuming in any such semiannual period that such Accreted Value increases in equal daily amounts on the basis of a 360-day year of twelve 30-day months. The term "Denominational Amount" is defined in the Fiscal Agent Agreement as the initial principal amount of the respective Series 2023B Bond. The Accreted Values of the Series 2023B Bonds per $5,000 Maturity Value as of each March 1 and September 1 are set forth in Appendix 1. Redemption Optional Redemption. The Series 2023A Bonds maturing on or after September 1, are subject to optional redemption prior to their stated maturities on any Interest Payment Date occurring on or after September 1, as a whole or in part in an amount equal to $5,000 or any integral multiple thereof, upon payment from any source of funds available for that purpose, at a redemption price equal to the principal amount of the 2023 Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium. The Series 2023B Bonds are subject to optional redemption prior to their stated maturity on any Interest Payment Date occurring on or after September 1, as a whole, or in part in amounts of $5,000 Maturity Value or any integral multiple thereof among maturities so as to maintain substantially level Debt Service on the Bonds, and by lot within a maturity, at a redemption price equal to the then Accreted Value of the 2023B Bonds to be redeemed, without premium. Mandatory Sinking Payment Redemption. The Series 2023A Bonds maturing on September 1, are subject to mandatory sinking payment redemption in part on September 1, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: -11- Redemption Date (September 11 Sinking Payments The Series 2023A Bonds maturing on September 1, are subject to mandatory sinking payment redemption in part on September 1, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (September 11 Sinking Payments The Series 2023B Bonds maturing on September 1, 2053, are subject to mandatory sinking payment redemption in part on September 1, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the then Accreted Value thereof to be redeemed, without premium, from sinking payments as follows: Redemption Date Accreted Value of (September 11 Sinking Payments The amounts in the foregoing tables will be reduced as a result of any prior partial redemption of the 2023 Bonds pursuant to the optional redemption or redemption from Special Tax prepayments provisions of the Fiscal Agent Agreement, as specified in writing by the Authority's Treasurer to the Fiscal Agent. -12- Mandatory Redemption From Special Tax Prepayments. The 2023 Bonds are subject to mandatory redemption prior to their stated maturity on any March 1 or September 1, from the proceeds of Special Tax Prepayments and corresponding transfers of funds from the Reserve Fund (as described below under "SECURITY FOR THE 2023 BONDS —Reserve Fund"), as a whole or in part in an amount equal to $5,000 or any integral multiple thereof with respect to the Series 2023A Bonds, or $5,000 Maturity Value or any integral multiple thereof with respect to the Series 2023B Bonds, at a redemption price (expressed as a percentage of the principal amount of the Series 2023A Bonds to be redeemed or the Accreted Value as of the redemption date of the Series 2023B Bonds to be redeemed, as applicable), as set forth below, together with accrued interest thereon to the date fixed for redemption: Redemption Dates Redemption Prices any March 1 or September 1 from September 1, 103% 2023 to and including March 1, 2025 September 1, 2025 and March 1, 2026 102 September 1, 2026 and March 1, 2027 101 September 1, 2027 and any March 1 or 100 September 1 thereafter In 2022, there were partial prepayments by the Primary Developer of Special Taxes for 29 parcels in one of the Planning Areas located in the District in order for those parcels to have an overall projected annual tax rate, including ad valorem taxes and other taxes and public agency assessments, of 1.60%, which prepayments resulted in a redemption of $400,000 of the 2017 Bonds on September 1, 2022. To date, no other prepayment of Special Taxes have been made by the owners of the Taxable Parcels in the District, and the Primary Developer and the Merchant Builders have advised that they have no current plans to make any partial or full prepayments of Special Taxes. No assurance can be given, however, that additional prepayments of Special Taxes levied on the Taxable Property will not occur in the future, which would result in a redemption to 2023 Bonds prior to their maturity. See "SECURITY FOR THE 2023 BONDS —Summary of Rate and Method — Prepayment in Full," and "—Prepayment in Part" and "SPECIAL RISK FACTORS —Potential Early Redemption of 2023 Bonds from Special Tax Prepayments." Purchase of 2023 Bonds In Lieu of Redemption. In lieu of redemption as described above, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2023 Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate requesting such purchase prior to the selection of 2023 Bonds for redemption, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer's Certificate may provide, but (i) in no event may Series 2023A Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase and any premium which would otherwise be due if such Series 2023A Bonds were redeemed in accordance with the Fiscal Agent Agreement, and (ii) in no event may Series 2023B Bonds be purchased at a price in excess of the Accreted Value thereof as of the date of purchase. Selection of 2023 Bonds for Redemption. Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all of the 2023 Bonds (other than pursuant to the mandatory sinking payment redemption provisions of the Fiscal Agent Agreement), the Fiscal Agent will select the 2023 Bonds to be redeemed from among the maturities of the 2023 Bonds or such given portion thereof not previously redeemed as directed by the Treasurer (who shall specify 2023 Bonds to be redeemed so as to maintain substantially level debt service on the Bonds) and within a maturity by lot in any manner which the Fiscal Agent deems appropriate. -13- Notice of Redemption. The Fiscal Agent will cause notice of any redemption to be mailed by first class mail, postage prepaid, or by such other means as is acceptable to the recipient thereof, at least 30 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to one or more Information Services, and to the respective registered Owners of any 2023 Bonds designated for redemption, at their addresses appearing on the Bond registration books maintained by the Fiscal Agent; but such mailing is not a condition precedent to redemption and failure to mail or to receive any such notice, or any defect therein, will not affect the validity of the proceedings for the redemption of such 2023 Bonds. The redemption notice will state the redemption date and the redemption price and, if less than all of the then Outstanding 2023 Bonds are to be called for redemption, will designate the CUSIP numbers and, if applicable, Bond numbers of the 2023 Bonds to be redeemed by giving the individual CUSIP number and, if applicable, Bond number of each Bond to be redeemed or if Bond numbers have been assigned by the Fiscal Agent to the 2023 Bonds will state that all 2023 Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the 2023 Bonds of one or more maturities have been called for redemption, will state as to any Bond called in part the principal amount thereof to be redeemed, and will require that such 2023 Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and will state that further interest on such 2023 Bonds will not accrue from and after the redemption date. Notwithstanding the foregoing, in the case of any redemption of the 2023 Bonds pursuant to the redemption provisions described above under "— Optional Redemption' the notice of redemption may state that the redemption is conditioned upon receipt by the Fiscal Agent of sufficient moneys to redeem the 2023 Bonds on the anticipated redemption date, and that the redemption will not occur if by no later than the scheduled redemption date sufficient moneys to redeem the 2023 Bonds have not been deposited with the Fiscal Agent. In the event that the Fiscal Agent does not receive sufficient funds by the scheduled redemption date to so redeem the 2023 Bonds to be redeemed, the Fiscal Agent will send written notice to the owners of the 2023 Bonds, to the Securities Depositories and to one or more of the Information Services to the effect that the redemption did not occur as anticipated, and the 2023 Bonds for which notice of redemption was given will remain Outstanding for all purposes of the Fiscal Agent Agreement. Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, or Accreted Value of, as applicable, the 2023 Bonds so called for redemption have been deposited in the Bond Fund, such 2023 Bonds so called will cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice. Tender of 2023 Bonds in Payment of Special Taxes. The Authority has covenanted in the Fiscal Agent Agreement not to permit the tender of Bonds in payment of any Special Taxes except upon receipt of a certificate of an Independent Financial Consultant that to accept such tender will not result in the Authority having insufficient Special Tax Revenues to pay the principal of and interest on the Bonds that will remain Outstanding following such tender. Transfer or Exchange of 2023 Bonds General. So long as the 2023 Bonds are registered in the name of Cede & Co., as nominee of DTC, transfers and exchanges of 2023 Bonds shall be made in accordance with DTC procedures. See Appendix G — "DTC and the Book -Entry Only System." If the book -entry only system for the 2023 Bonds is ever discontinued, 2023 Bonds may, in accordance with its terms, be transferred or exchanged in Authorized Denominations by the person in whose name it is -14- registered, in person or by his duly authorized attorney, upon surrender of such 2023 Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form acceptable to the Fiscal Agent. Whenever any 2023 Bond or 2023 Bonds are surrendered for transfer or exchange, the Authority will execute and the Fiscal Agent will authenticate and deliver a new 2023 Bond or 2023 Bonds, for a like aggregate Maturity Value of 2023 Bonds of Authorized Denominations and of the same maturity. The Fiscal Agent will collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfers or exchanges of 2023 Bonds will be required to be made (i) within the 15 days prior to the date designated by the Fiscal Agent as the date for selecting 2023 Bonds for redemption, (ii) with respect to any 2023 Bond after such 2023 Bond has been selected for redemption, or (iii) between a Record Date and the succeeding Interest Payment Date. Discontinuance of DTC Services DTC may determine to discontinue providing its services with respect to the 2023 Bonds by giving written notice to the Fiscal Agent during any time that the 2023 Bonds are Outstanding, and discharging its responsibilities with respect to the 2023 Bonds under applicable law. The Authority may terminate the services of DTC with respect to the 2023 Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the 2023 Bonds or that continuation of the system of book -entry transfers through DTC is not in the best interest of the Beneficial Owners. The Authority will mail any such notice of termination to the Fiscal Agent. Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the Authority determines that it is in the best interest of the Beneficial Owners of the 2023 Bonds that they obtain certificated Bonds, the 2023 Bonds will no longer be restricted to being registered in the Registration Books of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners designate at that time, in accordance with the Fiscal Agent Agreement. To the extent that the Beneficial Owners are designated as the transferees by the Owners, the 2023 Bonds will be delivered to such Beneficial Owners as soon as practicable in accordance with the Fiscal Agent Agreement. -15- Scheduled Debt Service The following table shows the annual scheduled debt service on the 2017 Bonds and the 2023 Bonds, assuming no optional redemption of the 2017 Bonds or the 2023 Bonds and no redemption of the 2017 Bonds or the 2023 Bonds from Special Tax Prepayments: Bond Year ending September 1 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 Totals 2017 Bonds Series 2023A Bonds Accreted Value of Total Annual Principal Interest Principal Interest Series 2023B Bonds Debt Service (2) (1) Indicates a mandatory sinking fund payment. (2) To be paid from amounts in the Capitalized Interest Account. See "PLAN OF FINANCING —Estimated Sources and Uses of Funds." SECURITY FOR THE 2023 BONDS General Pursuant to the Fiscal Agent Agreement, the 2023 Bonds are secured by a first pledge of all of the Special Tax Revenues (other than, each Fiscal Year, a maximum of $50,000 of Special Tax Revenues that may be deposited to the Administrative Expense Fund on a priority basis), and all moneys deposited in the Bond Fund (including the Capitalized Interest Account and the Special Tax Prepayments Account therein), the Reserve Fund and, until disbursed in accordance with the Fiscal Agent Agreement, the Special Tax Fund. Special Tax Revenues do not include penalties, if any, collected in respect of delinquent Special Taxes. The Special Tax Revenues and all moneys deposited into said funds (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, and interest and any premium on, -16- the 2023 Bonds in accordance with the Fiscal Agent Agreement until all of the 2023 Bonds have been paid or defeased. Amounts in the Administrative Expense Fund, the Improvement Fund and the Costs of Issuance Fund, and up to $50,000 of the first Special Tax Revenues collected in any Fiscal Year that may be deposited to the Administrative Expense Fund on a priority basis, are not pledged to the repayment of the 2023 Bonds. The Improvements are not pledged as collateral for the 2023 Bonds. The proceeds of condemnation or destruction of any of the Improvements are not pledged to pay the Debt Service on the 2023 Bonds. Limited Obligation The 2023 Bonds are limited obligations of the Authority on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Bond Fund (including the Capitalized Interest Account and the Special Tax Prepayments Account therein), the Reserve Fund and the Special Tax Fund created pursuant to the Fiscal Agent Agreement. In the event that the Special Taxes are not paid when due, the only sources of funds available to repay the 2023 Bonds are amounts held by the Fiscal Agent under the Fiscal Agent Agreement in the Bond Fund, the Reserve Fund and the Special Tax Fund, and the proceeds, if any, from foreclosure sales of parcels with delinquent Special Tax levies. Special Taxes In accordance with the provisions of the Act, the Rate and Method was approved in 2016 by the two then owners of the property in the District. The Rate and Method is set forth in its entirety in Appendix B. The Rate and Method provides for the levy of a "Special Tax A" in order to fund the annual "Special Tax A Requirement," which includes amounts needed to pay the debt service on the Bonds, to pay costs of administering the Bonds and the District, to replenish any draws on the Reserve Fund and to pay directly for costs of the Improvements; and the levy of a "Special Tax B" in order to fund the annual "Special Tax B Requirement," which includes amounts needed to pay costs of services authorized to be funded by the District, and to pay related administrative expenses. See "INTRODUCTION —The District" and "SECURITY FOR THE 2023 BONDS - Summary of Rate and Method." Proceeds of the Special Tax B levied on Taxable Property in the District to satisfy the annual Special Tax B Requirement are not pledged, and will not be used, to pay debt service on the 2023 Bonds; and the term "Special Taxes" when used in this Official Statement includes only the Special Tax A levied to satisfy the annual Special Tax A Requirement. Under the Fiscal Agent Agreement, the Authority is obligated to fix and levy the amount of Special Taxes within the District required for the timely payment of principal of and interest on the outstanding Bonds becoming due and payable, including any necessary replenishment of the Reserve Fund and an amount estimated to be sufficient to pay the Administrative Expenses, taking into account any prepayments of Special Taxes previously received by the Authority. The Special Taxes levied on any parcel of Taxable Property may not in any event exceed the maximum amount as provided in the Rate and Method and the Act. The Special Taxes are payable and are to be collected in the same manner, at the same time and in the same installment as County ad valorem taxes on property levied on the secured tax roll are payable, and pursuant to the Act have the same priority, become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the taxes levied on the County secured tax roll. Notwithstanding the foregoing, the Special Taxes may be collected by means of direct billing of -17- the property owners within the District, in which event the Special Taxes will become delinquent if not paid pursuant to such billing. Although the Special Taxes will constitute a lien on taxed parcels within the District, they do not constitute a personal indebtedness of the owners of the property within the District. Pursuant to Section 53356.1 of the Act, in the event of any delinquency in the payment of the Special Tax on a parcel of Taxable Property, the Authority may order the institution of a superior court action to foreclose the lien on the parcel of Taxable Property within specified time limits. In such an action, the real property subject to the unpaid amount of the Special Tax lien may be sold at judicial foreclosure sale. The Act provides that the Special Taxes are secured by a continuing lien that is subject to the same lien priority in the case of delinquency as ad valorem property taxes. See "SECURITY FOR THE 2023 BONDS —Summary of Rate and Method," and "—Covenant for Superior Court Foreclosure" and "SPECIAL RISK FACTORS — Parity Taxes and Special Assessments." The property located within the District is subject to other liens for taxes and assessments, and other such liens could come into existence in the future. See "THE DISTRICT —Direct and Overlapping Government Obligations" and "SPECIAL RISK FACTORS —Parity Taxes and Special Assessments." There is no assurance that any owner of a parcel subject to the Special Tax levy will be financially able to pay the annual Special Taxes or that it will pay such taxes even if financially able to do so. See "SPECIAL RISK FACTORS — Payment of Special Taxes is not a Personal Obligation." Special Tax Fund Deposit of Special Tax Revenues. The Fiscal Agent Agreement establishes a Special Tax Fund to be held by the Fiscal Agent. Under the Fiscal Agent Agreement, the Authority is obligated to transfer or cause to be transferred to the Fiscal Agent, for deposit by the Fiscal Agent in the Special Tax Fund, as soon as practicable following receipt, all Special Tax Revenues received by the Authority, which amounts are to be deposited by the Fiscal Agent to the Special Tax Fund. Notwithstanding the foregoing, (i) the first Special Tax Revenues collected by the Authority in any Fiscal Year, in an amount equal to the portion of such Fiscal Year's Special Tax levy for Administrative Expenses (but not to exceed, in any Fiscal Year, $50,000) will be deposited by the Treasurer in the Administrative Expense Fund; (ii) any Special Tax Revenues constituting the collection of delinquencies in payment of Special Taxes will be separately identified by the Treasurer and will be disposed of by the Fiscal Agent first, by transfer to the Bond Fund to pay any past due debt service on the Bonds; second, by transfer to the Reserve Fund to the extent needed to increase the amount then on deposit in the Reserve Fund to the then Reserve Requirement; third, by transfer to the Administrative Expense Fund to the extent that amounts in such fund were used to pay costs related to the collection of such delinquencies; and fourth, to be held in the Special Tax Fund and used for its purposes; (iii) any proceeds of Special Tax Prepayments will be remitted by the Treasurer to the Fiscal Agent for deposit by the Fiscal Agent in the Special Tax Prepayments Account and used to redeem Bonds; and -18- (iv) any Special Tax Revenues constituting the portion, if any, of the Special Tax A Requirement that is to pay directly for the acquisition or construction of any portion of the Improvements shall be separately identified by the Authority and shall be deposited by the Fiscal Agent in the Improvement Fund established under the Fiscal Agent Agreement so long as the Improvement Fund has not theretofore been closed, and if the Improvement Fund has been closed, then such amount shall be retained by the Authority to be used to pay Improvement costs. Moneys in the Special Tax Fund will be held by the Fiscal Agent for the benefit of the Authority and the Owners of the Bonds, will be disbursed as provided below and, pending any disbursement, will be subject to a lien in favor of the Owners of the Bonds and the Authority. Disbursements. On each Interest Payment Date, the Fiscal Agent will withdraw from the Special Tax Fund and transfer the following amounts in the following order of priority: (i) to the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund and any expected transfers under the Fiscal Agent Agreement from the Capitalized Interest Account, the Improvement Fund, the Reserve Fund and the Special Tax Prepayments Account to the Bond Fund, such that the amount in the Bond Fund equals the principal (including any sinking payment), premium, if any, and interest due on the 2017 Bonds and the Series 2023A Bonds and the Accreted Value and premium, if any, due on the Series 2023B Bonds, on such Interest Payment Date; and (ii) to the Reserve Fund an amount, taking into account amounts then on deposit in the Reserve Fund, such that the amount in the Reserve Fund is equal to the Reserve Requirement. In addition to the foregoing, if in any Fiscal Year there are sufficient funds in the Special Tax Fund to make the foregoing transfers to the Bond Fund and the Reserve Fund in respect of the Interest Payment Dates occurring in the Bond Year that commences in such Fiscal Year, the Treasurer may transfer any amount in the Special Tax Fund in excess of the amount needed to make such transfers to the Bond Fund and the Reserve Fund (i) to the Administrative Expense Fund, from time to time, if monies are needed to pay Administrative Expenses in excess of the amount then on deposit in the Administrative Expense Fund; (ii) to such other fund or account established to pay debt service on or administrative expenses with respect to any bonds or other debt secured by a pledge of Special Tax Revenues subordinate to the pledge thereof under the Fiscal Agent Agreement; or (iii) to such other fund or account established by the Authority to be used for any lawful purpose under the Act and otherwise in accordance with the provisions of the Rate and Method. Summary of Rate and Method Special Tax Formula - Calculation of Annual Special Taxes. The Rate and Method is used to allocate the amount of the Special Tax A and the Special Tax B that is needed to be collected each fiscal year among the Taxable Properties within the District, based upon the development status of the Taxable Property and its size, subject to a maximum tax rate that may be levied against each class of Taxable Property, and depending upon the "Zone' in which the property is located. The Rate and Method is set forth in full in Appendix B, and the following is a summary of the Rate and Method. Capitalized terms used, but not otherwise defined, in this section have the meanings given to them in the Rate and Method. The annual Special Tax A was first levied on property in the District in Fiscal Year 2017- 18. See "THE DISTRICT —Special Tax Delinquencies" for a table showing the annual Special -19- Tax levies on the Taxable Property in the District and the delinquencies in payment of the Special Taxes. The Rate and Method provides that the Annual Special Tax A may be levied only so long as any Bonds are outstanding, provided that levies may continue if there are any delinquent Special Taxes in order to collect those delinquent amounts but not in any event later than Fiscal Year 2061-62. The Annual Special Tax B may only be levied on Developed Property, as described below, and may be levied in perpetuity on Developed Property. Special Tax Requirements. Annually, at the time of levying the Special Tax, the Authority, with the assistance of a special tax administrator (currently Webb Municipal Finance, LLC), determines the amount of money to be collected from Taxable Property in the District (the "Special Tax A Requirement"), which will be the amount required in any Fiscal Year to pay the following: (i) the debt service or the periodic costs on all outstanding Bonds due in the Calendar Year that commences in such Fiscal Year, (ii) Administrative Expenses (apportioned between Special Tax A and Special Tax B), (iii) any amount required to establish or replenish any reserve funds established in association with the Bonds, and (iv) the collection or accumulation of funds for the acquisition or construction of Improvements or payment of fees authorized by the District by the levy on Developed Property of the Assigned Annual Special Tax A provided that the inclusion of such amount does not cause an increase in the levy of Special Tax A on Approved Property or Undeveloped Property as set forth in Step Two and Three described under the subheading "Method of Apportionment" below, less (v) any amount available to pay debt service or other periodic costs on the Bonds pursuant to the Fiscal Agent Agreement. The Authority, with the assistance of the special tax administrator, will also determine the amount of money to be collected from Taxable Property in the District (the "Special Tax B Requirement"), which will be the amount required in any Fiscal Year to pay for the municipal services the District is authorized to fund, as well as a share of the costs of administration of the District. See "INTRODUCTION —The District." Classification of Property. The Rate and Method provides that for each Fiscal Year, all Assessor's Parcels of Taxable Property within the District be classified as either Taxable Property or Exempt Property. Taxable Property is further classified as Developed Property, Approved Property, Undeveloped Property, or Provisional Exempt Property. In addition, each Assessor's Parcel of Developed Property, Approved Property, Undeveloped Property and Provisional Exempt Property is classified as being within Zone 1, Zone 2, Zone 3 or Zone 4 of the District, as such "Zones" are identified on the boundary map of the District, a copy of which is included on page 4 of the Appraisal Report in Appendix H. If an Assessor's Parcel of Developed Property, Approved Property, Undeveloped Property or Provisional Exempt Property is located within more than one Zone, it is deemed to be entirely within the Zone in which the largest portion of its Acreage is located. In addition, each Assessor's Parcel of Developed Property is further classified as Residential Property, Multifamily Residential Property or Non -Residential Property. Assessor's Parcels of Residential Property are further categorized based on the Building Square Footage of each such Assessor's Parcel. Under the Rate and Method, "Developed Property" includes all Assessor's Parcels of Taxable Property for which a Final Map was recorded as of the January 1 preceding the Fiscal Year for which the Special Tax levy is being made and a building permit for new construction was issued as of the April 1 preceding the Fiscal Year for which the Special Tax A and Special Tax B are being levied. "Undeveloped Property" includes all Taxable Property not classified as Developed Property, Approved Property or Provisional Exempt Property. "Approved Property" includes all Assessor's Parcels of Taxable Property other than Provisional Exempt Property: (i) that are included in a Final Map that was recorded prior to the January 1st immediately preceding the Fiscal Year for which the Special Tax A is being levied, and (ii) that -20- have not been issued a building permit on or before the April 1st immediately preceding the Fiscal Year for which the Special Tax A is being levied. "Provisional Exempt Property" includes all Assessor's Parcels of Taxable Property subject to Special Tax A that would otherwise be classified as Exempt Property pursuant to the provisions of the Rate and Method, but cannot be classified as Exempt Property because to do so would reduce the Acreage of all Taxable Property within the applicable Zone below the required minimum Acreage for that Zone set forth in the Exempt Property section (Section M) of the Rate and Method. Maximum Special Taxes. The Maximum Special Tax A for each Assessor's Parcel that is Residential Property, Multifamily Residential Property or Non -Residential Property in any Fiscal Year is the greater of (i) the Assigned Annual Special Tax A, or (ii) the Backup Annual Special Tax A. The Maximum Special Tax A for the majority of Assessor's Parcels of Developed Property is based upon the Backup Annual Special Tax A as the Backup Annual Special Tax A calculation, found in Section E of the Rate and Method of Apportionment, provides a greater annual amount than the Assigned Annual Special Tax A. The Maximum Special Tax A for each Assessor's Parcel of Approved Property, Undeveloped Property or Provisional Exempt Property is the Assigned Annual Special Tax A. The Assigned Annual Special Tax A rates for the four Zones of the District and for the various categories of Taxable Property are set forth in Section D of the Rate and Method in Appendix B, and range from approximately $2,110 annually per dwelling unit to approximately $5,455 annually per dwelling unit depending upon the size of the home, and from $7,783 annually per acre for Multifamily Residential Property to approximately $32,894 annually per acre for Multifamily Residential Property depending upon the Zone in which such property is located. The projected Maximum Special Tax B for Fiscal Year 2023-24 for each Assessor's Parcel of Residential Property is $546.22 per Unit, and for each Assessor's Parcel of Multifamily Residential Property and of Non -Residential Property is $3,497.31 per Acre. The Special Tax A is not subject to annual increases; however the Maximum Special Tax B is subject to annual increases, which commenced July 1, 2017, by an amount equal to increases in the Consumer Price Index or two percent (2%), whichever is greater, of the amount in effect for the previous Fiscal Year. Method of Apportionment. The Rate and Method provides that for each Fiscal Year, the Board of Directors of the Authority will levy the Annual Special Tax A on all Taxable Property to fund the Special Tax A Requirement as follows: First: The Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Developed Property, up to 100% of the applicable Assigned Annual Special Tax A rates in Tables 1, 2, 3 and 4 of Section D of the Rate and Method (which Section sets forth the Assigned Annual Special Tax rates for the four Zones within the District) to satisfy the Special Tax A Requirement; Second: If additional moneys are needed to satisfy the Special Tax A Requirement after the first step, the Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Approved Property at up to 100% of the applicable Assigned Annual Special Tax A to satisfy the Special Tax A Requirement; Third: If additional moneys are needed to satisfy the Special Tax A Requirement after the first two steps have been completed, the Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Undeveloped Property up to 100% of the Assigned Annual Special Tax A for Undeveloped Property applicable to each such Assessor's Parcel as needed to satisfy the Special Tax A Requirement; -21- Fourth: If additional moneys are needed to satisfy the Special Tax A Requirement after the first three steps have been completed, the Annual Special Tax A on each Assessor's Parcel of Developed Property for which the Maximum Special Tax A is the Backup Annual Special Tax A (the Backup Annual Special Tax A is computed pursuant to Section E of the Rate and Method) shall be increased Proportionately from the Assigned Annual Special Tax A up to 100% of the Backup Annual Special Tax A as needed to satisfy the Special Tax A Requirement; and Fifth: If additional moneys are needed to satisfy the Special Tax A Requirement after the first four steps have been completed, the Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Provisional Exempt Property up to 100% of the Assigned Annual Special Tax A applicable to each such Assessor's Parcel as needed to satisfy the Special Tax A Requirement. The Rate and Method provides that for each Fiscal Year, commencing with Fiscal Year 2016-17, the Authority shall levy the Special Tax B at up to 100% of the applicable Maximum Special Tax B Proportionately on each Assessor's Parcel of Developed Property until the amount of Special Tax B equals the Special Tax B Requirement. Notwithstanding the above, the Act effectively provides that under no circumstances will the Special Tax A and the Special Tax B levied against any Assessor's Parcel used as a private residence be increased as a consequence of delinquency or default by the owner of any other Assessor's Parcel or Assessor's Parcels within the District by more than ten percent (10%) per Fiscal Year. Prepayment in Full. The Maximum Special A Tax obligation applicable to an Assessor's Parcel of Developed Property, Approved Property or Undeveloped Property for which a Building Permit has been issued, or Approved or Undeveloped Property for which a Building Permit has not been issued, and Assessor's Parcels of Provisional Exempt Property that are not Exempt Property may be fully prepaid and the obligation of the Assessor's Parcel to pay the Special Tax A permanently satisfied as described in Section G of the Rate and Method, provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to the Assessor's Parcel. The Prepayment Amount for Special Tax A for an applicable Assessor's Parcel is calculated based on Bond Redemption Amounts, the Future Facilities Amounts and other costs, all as specified in Section G of the Rate and Method. Any such prepayment will result in a redemption of Bonds prior to maturity. See "THE 2023 BONDS —Redemption - Mandatory Redemption From Special Tax Prepayments." In addition, the Act authorizes a public agency which acquires property subject to the Special Tax A to prepay the Special Tax A so long as the Authority determines the prepayment arrangement will fully protect the interests of the owners of the Bonds. The Special Tax B is not subject to prepayment. Prepayment in Part. The Special A Tax on an Assessor's Parcel of Developed Property, Approved Property or Undeveloped Property may be partially prepaid. The amount of any such partial prepayment will be calculated pursuant to Section H of the Rate and Method. See "THE 2023 BONDS —Redemption - Mandatory Redemption From Special Tax Prepayments" for a description of Special Tax Prepayments of Special Tax A that have been received by the Authority. The Maximum Special Tax B is not subject to partial prepayment. -22- Projected Fiscal Year 2023-24 Assigned Special Tax A Levy. Table 1 below sets forth the projected Assigned Special Tax A levy for Fiscal Year 2023-24 for the various Tax Zones within the District. Table 1 also shows the projected Fiscal Year 2023-24 Assigned Special Tax A levy as a percentage of the total projected Special Tax levy for each Tax Zone. Table 1 Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Fiscal Year 2023-24 Assigned Special Tax A Land Use Residential Floor Area No. of Parcels(') Projected Fiscal Year 2023-24 Special Tax per Unit(z) Projected Total Fiscal Year 2023-24 Special Tax Levy(3) Percent of Total Projected Fiscal Year 2023-24 Special Taxes(3) Tax Zone 1 Residential Property Less than 1,900 sq. ft. 99 $2,110 $208,890 6.027o Residential Property 1,900 sq. ft. to 2,199 sq. ft. 112 2,320 259,840 7.49 Residential Property 2,200 sq. ft. to 2,499 sq. ft. 166 2,670 443,220 12.77 Residential Property 2,500 sq. ft. to 2,799 sq. ft. 91 2,860 260,260 7.50 Residential Property 2,800 sq. ft. to 3,099 sq. ft. 81 2,975 240,975 6.94 Residential Property 3,100 sq. ft. to 3,399 sq. ft. 41 3,115 127,715 3.68 Residential Property Greater than 3,399 sq. ft. 35 3,235 113,225 3.26 Approved Property N/A 200 22,941 714,612 20.59 Undeveloped Property N/A 2 9,970 314,643 9.07 Tax Zone 2 Residential Property Less than 4,000 sq. ft. 3 4,920 14,760 0.43 Residential Property 4,000 sq. ft. to 4,299 sq. ft. 1 5,185 5,185 0.15 Residential Property (Partially Prepaid)(4) Less than 4,000 sq. ft. 24 3,294 79,055 2.28 Approved Property N/A 81 7,783 322,187 9.28 Approved Property (Partially Prepaid)(4) N/A 5 5,182 4,404 0.13 Tax Zone 3 Undeveloped Property N/A 1 14,295 228,864 6.59 Tax Zone 4 Undeveloped Property N/A 4 3,964 133,065 3.83 Totals 946 $3,470,900 100.00% (1) Note that the number of parcels does not reflect the expected number of lots to be developed in the District. See "THE DISTRICT -Property Values." (2) Reflects per acre rate for parcels of Approved Property and Undeveloped Property. (3) Based upon an estimated principal amount of 2023 Bonds of $8,819,275 and the $39,260,000 outstanding principal of the 2017 Bonds, and includes estimated Fiscal Year 2023-24 priority administration in the amount of $30,000. Preliminary, subject to change. (4) Indicates parcels within Zone 2 which have partially prepaid their special tax obligation. See "THE 2023 BONDS -Redemption - Mandatory Redemption From Special Tax Prepayments" for a description of Special Tax Prepayments that have been received by the Authority. Source: Webb Municipal Finance, LLC Reserve Fund The Fiscal Agent Agreement establishes a debt service reserve fund (the "Reserve Fund") as a separate fund to be held by the Fiscal Agent for the benefit of the Owners of the Bonds, as a reserve for the payment of principal of and interest on, or Accreted Value of, as applicable, and any premium on, the Bonds. Moneys in the Reserve Fund are subject to a lien in -23- favor of the Owners of the Bonds. The Reserve Fund is required by the Fiscal Agent Agreement to be maintained in an amount equal to the Reserve Requirement, which is defined in the Fiscal Agent Agreement, as of any date of calculation, as an amount equal to the least of (i) the then Maximum Annual Debt Service, (ii) 125% of the then average Annual Debt Service, or (iii) 10% of the sum of the principal amount of the then Outstanding 2017 Bonds, the principal amount of the then Outstanding Series 2023A Bonds, and the initial principal amount of the then Outstanding Series 2023B Bonds under the Fiscal Agent Agreement. The Reserve Requirement as of the date of issuance of the 2023 Bonds will be $ . A portion of the proceeds of the 2023 Bonds in the amount of $ will be deposited to the Reserve Fund which amount, together with funds already on deposit in the Reserve Fund, will increase the amount on deposit therein to the amount of the Reserve Requirement as of the date of issuance of the 2023 Bonds. If Parity Bonds are issued, the Authority is required to make a deposit to the Reserve Fund in an amount necessary so that the amount on deposit in the Reserve Fund is at least equal to the Reserve Requirement in effect following such issuance. See "SECURITY FOR THE 2023 BONDS —Issuance of Additional Bonds." Except as otherwise provided in the Fiscal Agent Agreement (with respect to the use of moneys in the Reserve Fund in connection with prepayments of Special Taxes, for the payment of any rebate liability due to the federal government, and the use of moneys in excess of the Reserve Requirement to pay debt service on the Bonds), all amounts deposited in the Reserve Fund will be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the amount then required for payment of the principal of and interest on, or Accreted Value of, as applicable, and any premium on, the Bonds. See Appendix C - "Summary of Fiscal Agent Agreement - Reserve Fund." Whenever the balance in the Reserve Fund equals or exceeds the amount required to redeem or pay all of the Outstanding Bonds, including interest accrued to, and Accreted Value as of, the date of payment or redemption and premium, if any, due upon redemption, the Fiscal Agent will transfer the amount in the Reserve Fund to the Bond Fund to be used for the payment and redemption of all of the Outstanding Bonds. In the event that the amount transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund will be retained by the Authority, free of any encumbrance by the Fiscal Agent Agreement, to be used for any lawful purpose under the Act. Notwithstanding the foregoing, no amounts will be transferred from the Reserve Fund until after (i) amounts in the Reserve Fund are withdrawn for purposes of making a rebate payment to the federal government in accordance with the Fiscal Agent Agreement, and (ii) payment of any fees and expenses due to the Fiscal Agent. See Appendix C - "Summary of Fiscal Agent Agreement - Reserve Fund." Covenant for Superior Court Foreclosure Foreclosure Under the Act. Pursuant to Section 53356.1 of the Act, in the event of any delinquency in the payment of the Special Tax on the taxed parcel, the Authority may order the institution of a superior court action to foreclose the lien on the taxed parcel within specified time limits. In such an action, the real property subject to the unpaid amount of the Special Tax lien may be sold at judicial foreclosure sale. Authority Foreclosure Covenant. The Authority has covenanted for the benefit of the Bondowners that the Treasurer will determine on or about June 15 of each year whether or not all Special Taxes theretofore levied in the District have been received by the Authority and, consequently, whether any deficiencies in payment of Special Taxes exist. The Fiscal Agent Agreement provides that, following such determination: (A) if, as of any June 15, the Treasurer -24- determines that any single parcel subject to the Special Tax in the District is delinquent in the payment of Special Taxes in the aggregate amount of $7,500 or more, the Treasurer will send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner, and if the delinquency remains uncured foreclosure proceedings will be commenced by the Authority against the delinquent parcel within 90 days of the sending of such notice; and (B) if the Treasurer determines that, as of any June 15, the total amount of delinquent Special Tax for the then current Fiscal Year for the entire District (including the total of delinquencies under subsection (A) above), exceeds 5% of the total Special Tax due and payable for the then current Fiscal Year, the Treasurer shall promptly notify or cause to be notified property owners who are then delinquent in the payment of Special Taxes (and demand immediate payment of the delinquency), and the Authority shall commence foreclosure proceedings within 90 days after the notices of delinquency have been sent. Notwithstanding the foregoing, the Treasurer may defer any mailing of notices of delinquency or foreclosure action if (i) the amount in the Reserve Fund is at least equal to the Reserve Requirement, and (ii) the amounts then on deposit in the Special Tax Fund and the Bond Fund are sufficient to pay the scheduled debt service due on the Bonds on the succeeding September 1 and March 1 without the need for any draw on the Reserve Fund. See Appendix C - "Summary of the Fiscal Agent Agreement." No assurance can be given as to the time necessary to complete any foreclosure sale or that any foreclosure sale will be successful. The Authority is not required to be a bidder at any foreclosure sale and does not intend to be such a bidder. Sufficiency of Foreclosure Sale Proceeds; Foreclosure Limitations and Delays. No assurances can be given that the real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment. Subject to the maximum rates, the Rate and Method is designed to generate from all non-exempt property within the District the current year's debt service, administrative expenses, and replenishment of the Reserve Fund to the Reserve Requirement, including an amount reflecting the prior year's delinquencies. However, if foreclosure proceedings are necessary, and the Reserve Fund has been depleted, there could be a delay in payments to owners of the 2023 Bonds pending prosecution of the foreclosure proceedings and receipt by the Authority of the proceeds of the foreclosure sale. See "SPECIAL RISK FACTORS — Bankruptcy Delays" and "—Proceeds of Foreclosure Sales." No assurance can be given that a foreclosure action in respect of delinquent Special Taxes will result in the collection of the Special Taxes. Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the Act be sold for not less than the amount of judgment in the foreclosure action, plus post - judgment interest and authorized costs, unless the consent of the owners of 75% of the outstanding Bonds is obtained. However, under Section 53356.6 of the Act, the Authority, as judgment creditor, is entitled to purchase any property sold at foreclosure using a "credit bid," where the Authority could submit a bid crediting all or part of the amount required to satisfy the judgment for the delinquent amount of the Special Tax. If the Authority becomes the purchaser under a credit bid, the Authority must pay the amount of its credit bid into the redemption fund established for the 2023 Bonds, but this payment may be made up to 24 months after the date of the foreclosure sale. Neither the Act nor the Fiscal Agent Agreement requires the Authority to purchase or otherwise acquire any lot or parcel of property foreclosed upon if there is no other purchaser at such sale, and the Authority has no intent to be such a purchaser. -25- No Teeter Plan Collection of the Special Taxes is not subject to the "Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds," as provided for in Section 4701 et seq. of the California Revenue and Taxation Code (known as the "Teeter Plan"). Accordingly, collections of Special Taxes will reflect actual delinquencies, if any. Investment of Moneys Except as otherwise provided in the Fiscal Agent Agreement, all moneys in any of the funds or accounts established pursuant to the Fiscal Agent Agreement will be invested by the Fiscal Agent solely in Permitted Investments, as directed by the Authority. See Appendix C - "Summary of the Fiscal Agent Agreement" for a definition of "Permitted Investments" and for additional provisions regarding the investment of funds held under the Fiscal Agent Agreement. Issuance of Additional Bonds General. The Fiscal Agent Agreement authorizes the Authority to issue one or more series of "Parity Bonds" secured and payable on a parity under the Fiscal Agent Agreement with the 2017 Bonds and the 2023 Bonds. Subject to meeting the conditions summarized below, the Parity Bonds will be secured by a lien on the Special Tax Revenues and funds pledged for the payment of the Bonds under the Fiscal Agent Agreement on a parity with all other Bonds Outstanding under the Fiscal Agent Agreement (the Fiscal Agent Agreement defines "Bonds" as the 2017 Bonds, the 2023 Bonds and any future Parity Bonds). The Authority may issue the Parity Bonds subject to the following specific conditions precedent, as set forth in the Fiscal Agent Agreement: (A) Current Compliance. The Authority must be in compliance in all material respects on the date of issuance of the Parity Bonds with all covenants set forth in the Fiscal Agent Agreement and all Supplemental Agreements, and the principal amount of the Parity Bonds must not cause the Authority to exceed the maximum authorized indebtedness of the District under the provisions of the Act. (B) Payment Dates. The interest on the Parity Bonds must be payable on March 1 and September 1, and principal of the Parity Bonds must be payable on September 1 in any year in which principal is payable (provided that there is no requirement that any Parity Bonds pay interest on a current basis). (C) Funds and Accounts; Reserve Fund Deposit. The Supplemental Agreement providing for the issuance of such Parity Bonds may provide for the establishment of separate funds and accounts, and shall provide for a deposit to the Reserve Fund (or to a separate account created for such purpose) in an amount necessary so that the amount on deposit in the Reserve Fund (together with the amount in any such separate account), following the issuance of such Parity Bonds, is at least equal to the Reserve Requirement. (D) Refunding Bonds. The Parity Bonds must be Refunding Bonds. (E) Officer's Certificate. The Authority shall deliver to the Fiscal Agent an Officer's Certificate certifying that the conditions precedent to the issuance of such Parity Bonds set forth in paragraphs (A), (B), (C) and (D) above have been satisfied. In delivering such Officer's Certificate, the Authorized Officer that executes the same may -26- conclusively rely upon such certificates of the Fiscal Agent, the Tax Consultant and others selected with due care, without the need for independent inquiry or certification. The term "Refunding Bonds" is defined in the Fiscal Agent Agreement as bonds issued by the Authority for the District the net proceeds of which are used to refund all or a portion of the then Outstanding Bonds; provided that the debt service on the Refunding Bonds in any Bond Year is not in excess of the debt service on the Bonds being refunded and the final maturity of the Refunding Bonds is not later than the final maturity of the Bonds being refunded. Subordinate Bonds. Nothing in the provisions described above will prohibit the Authority from issuing bonds or otherwise incurring debt secured by a pledge of Special Tax Revenues subordinate to the pledge of the Special Tax Revenues under the Fiscal Agent Agreement. THE DISTRICT Location and General Description of the District The District is located in the far northern portion of the City. The City of Murrieta is about one mile to the west, and unincorporated area of Riverside County is located to the north, east and southeast. The French Valley airport is located about a mile northwest of the District, and the Lake Skinner Recreation Area is located within two miles to the northeast. The District includes approximately 281.54 acres of residential land and one commercial parcel in an area of the City currently identified as "Sommers Bend" (formerly known as Phase Two of the Roripaugh Ranch development). Sommers Bend, with 612.6 gross acres, is expected to include at buildout 1,445 homes and one commercial development on the 281.54 acres in the District, as well as a 21.3 acre sports park and 7.1 acres of private recreation areas that include clubhouses, fitness centers, pools and childrens play areas, along with 226.8 acres of open space including equestrian, biking and nature trails. The construction of the sports park and the neighborhood and recreational parks have been completed, and home construction is ongoing. See "THE DISTRICT —Sommers Bend." The following page contains an aerial photo which shows the location of the District. -27- TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) ---------------- _ -28- History of the District In 2005, the Board of Directors of the Authority formed the Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) ("CFD 03-02"), in order to provide financing for public improvements necessitated by the Roripaugh Ranch development. When it was formed, CFD 03-02 included all of the property in the Roripaugh Ranch development, including the District property comprising the land in the Phase 2 of the development and approximately 160 acres in the Phase 1 of the development. Phase 1 includes 509 Riverside County Assessor's parcels on approximately 160 acres, which area is built -out with single family homes, and which property is not in the District. See "INTRODUCTION — The District.". On April 27, 2006, the Authority issued, for CFD 03-02, $51,250,000 initial principal amount of special tax bonds (the "2006 Bonds"). In connection with the issuance of the 2006 Bonds, the Authority, for and on behalf of the District, entered into on Acquisition Agreement, dated as of March 1, 2006 (the "Ashby Acquisition Agreement") with Ashby USA, LLC ("Ashby"), the then owner of the majority of the property in CFD 03-02, pursuant to which Ashby was to construct the improvements authorized to be funded by CFD 03-02. In connection with its development activities in Roripaugh Ranch, in 2006 Ashby obtained a loan from Ohio Savings Bank, which was subsequently named AmTrust Bank. Shortly after the issuance of the 2006 Bonds, Ashby encountered financial difficulties. The Authority and Ashby subsequently entered into an Amended and Restated Acquisition Agreement, dated as of July 21, 2009, with respect to the use of the then remaining undistributed 2006 Bond proceeds, allowing for the City to construct and complete some of the infrastructure improvements with 2006 Bond proceeds that were previously to be constructed by Ashby. During the period from 2006 through 2011 all of Ashby's interests in the property in CFD 03-02 it had not yet sold were transferred to various parties, some of which were subject to bank foreclosures and, ultimately, acquisition by the Federal Deposit Insurance Corporation following bank failures. In December of 2009, the federal Office of Thrift Supervision closed AmTrust Bank and appointed the Federal Deposit Insurance Corporation (the "FDIC") as receiver for the failed institution. In July of 2010, the FDIC, in its capacity as receiver for AmTrust Bank, formed AMT CADC Venture, LLC ("AMT CADC"), and assigned the Ashby loan to AMT CADC, which subsequently declared the loan to be in default and sought to foreclose on Ashby's then remaining interest in the Roripaugh Ranch development, including the majority of the property in Phase 2 of the development, the balance of which had previously been sold to Wingsweep Corporation in 2008. In May of 2011, AMT CADC, Ashby and certain other parties entered into a Deed -in -Lieu Settlement Agreement whereby Ashby's remaining interests in the Roripaugh Ranch property and related land use entitlements and agreements (including the Amended and Restated Acquisition Agreement) were conveyed to Roripaugh Valley Restoration, LLC ("RVR"), and the City subsequently consented to the assignment. In order to raise additional funds to finance the Improvements needed for the development of Phase 2 of the development (comprising the property in the District), the then two owners of the land in the District, Wingsweep Corporation and RVR, petitioned the Authority in March of 2016 to form the District. Following the adoption by the Board of Directors of the Authority of resolutions of intention for the District on March 22, 2016, the Authority held a public hearing regarding the formation of, and the issuance of bonds for, the District on April 26, 2016. Following the public hearing, also on April 26, 2016, the Board of Directors of the Authority adopted Resolution No. TPFA 16-04 forming the District, Resolution No. TPFA 16-05 determining the necessity to issue up to $60,000,000 of special tax bonds for the -29- District, and Resolution No. 16-06 calling a special election regarding the formation of the District and the issuance of the special tax bonds for the District. The election was held on April 26, 2016 at which RVR and Wingsweep Corporation voted in favor of the formation of the District, the levy of Special Tax A and Special Tax B on property in the District, and the issuance by the Authority of special tax bonds for the District. On May 4, 2016, a Notice of Special Tax Lien was recorded in the Riverside County Recorder's Office against the property in the District, and on May 10, 2016 the Board of Directors of the Authority adopted Ordinance No. TPFA 16-01 levying Special Tax A and Special Tax B on the property in the District. On January 24, 2017, the City Council held a public hearing regarding the issuance by the Authority of the 2017 Bonds. Following the public hearing, the City Council adopted Resolution No. 17-09 pursuant to which it found that significant public benefits will arise from the use of the proceeds of the 2017 Bonds to finance costs of the Improvements and it approved the issuance of the 2017 Bonds by the Authority. Also on January 24, 2017, the Board of Directors of the Authority adopted Resolution No. TPFA 17-01 authorizing the issuance of the 2017 Bonds and approving related documents. On March 16, 2017, the Authority issued, for the District, the 2017 Bonds in the principal amount of $42,815,000. A portion of the proceeds of the 2017 Bonds were used to prepay, on the closing date for the 2017 Bonds, the special taxes authorized to be levied by the Authority for CFD 03-02 on the land in the District. As a consequence of the prepayment, the property in the District no longer is subject to any special tax levies for CFD 03-02. However, the land in the District is subject to certain overlapping indebtedness and governmental levies. See "THE DISTRICT — Direct and Overlapping Government Obligations." On March 3, 2018, the Primary Developer acquired from RVR 563 acres of property in the Sommers Bend development, including the 281.54 acres of property in the District. The 563 acres included all of the 612.6 acres of property in Sommers Bend, other than 49.6 acres already owned by Wingsweep Corporation. The Primary Developer also assumed RVR's rights and obligations related to the property, including under a Preannexation and Development Agreement, entered into as of December 17, 2002 (as amended by three amendments thereto, the "Development Agreement"), originally between Ashby and the City, that had been subsequently assigned to RVR, the Acquisition Agreement (see "PLAN OF FINANCING — Overview — Funding for Improvements" and "THE DISTRICT —The Improvements"), and a Continuing Disclosure Agreement related to the 2017 Bonds. The Primary Developer, after acquiring the property from RVR, engaged in obtaining approvals of land development plans with the various agencies to be able to satisfy the requirements outlined with the Development Agreement. Land improvements were then constructed starting with mass and rough grading, underground utilities, and street improvements, which allowed a portion of the property with lots for home construction to be sold to Richmond American and Taylor Morrison in either a rough graded or finished lot condition. Also concurrently with obtaining plan approvals, the Primary Developer engaged in product development and marketing efforts to prepare to offer different single family home product offerings to potential homebuyers and possible other developers / single lot builders within the Sommers Bend community. Included within these activities were the recordation of final parcel maps, creation of a homeowners' association, obtaining California Department of Real Estate approvals and land development activities related to homebuilding. On May 4, 2020, the Primary Developer sold property in Sommers Bend expected to include 192 lots to Taylor Morrison with an option to acquire additional property expected to -30- include 67 lots. On June 18, 2020, the Primary Developer sold property in Sommers Bend expected to include 131 lots to Richmond American. By November 1, 2021 Taylor Morrison had acquired from the Primary Developer the property with the 67 lots and Richmond American had acquired from the Primary Developer property for an additional 57 lots. Following the foregoing conveyances, Taylor Morrison owned 75 gross acres of property in Sommers Bend, with 46.2 net acres for 259 lots for residential development in the District, and Richmond American owned 38.6 gross acres of property in Sommers Bend, with 26.1 net acres for 193 lots for residential development in the District. On August 23, 2022, the Board of Directors of the Authority adopted Resolution No. TPFA 2022-12 stating its intention to annex two parcels owned by the Primary Developer to Zone 1 of the District. The two parcels had been reserved for conveyance to a school district, which subsequently determined not to acquire the parcels. On September 27, 2022, following a public hearing regarding the proposed annexation, the Board of Directors adopted Resolution No. TPFA 2022-13 calling for a special election regarding the proposed annexation. Also on September 27, 2022, the Primary Developer, as the sole owner of the property to be annexed, voted in favor of the annexation of the property to Zone 1 of the District, and the Board of Directors of the Authority subsequently adopted Resolution No. TPFA 2022-14 declaring the results of the election and directing the recording of an amendment to the Notice of Special Tax lien previously recorded against the property originally included in the District and approving the Second Amendment to the Acquisition Agreement. On October 7, 2022, an Amendment to Notice of Special Tax lien was recorded in the Riverside County Recorder's Office against the property annexed to the District. On February 14, 2023, the City Council held a public hearing regarding the issuance by the Authority of the 2023 Bonds. Following the public hearing, the City Council adopted a Resolution pursuant to which it found that significant public benefits will arise from the use of the proceeds of the 2023 Bonds to finance costs of the Improvements and it approved the issuance of the 2023 Bonds by the Authority. Also on February 14, 2023, the Board of Directors of the Authority adopted a Resolution authorizing the issuance of the 2023 Bonds, and approved the execution and delivery of the Fiscal Agent Agreement. The Fiscal Agent Agreement amends and restates, and succeeds in its entirety, the fiscal agent agreement entered into at the time of issuance of the 2017 Bonds, and the provisions of the Fiscal Agent Agreement now provide the terms of the 2017 Bonds as well as those of the 2023 Bonds. The Improvements As previously mentioned under the heading "PLAN OF FINANCING - Overview - Funding for Improvements," the Authority entered into the Acquisition Agreement with RVR, subsequently assumed by the Primary Developer, pursuant to which the Authority agreed to use proceeds of the 2017 Bonds and proceeds of the 2023 Bonds to finance costs of Improvements some of which are to be constructed by the Primary Developer and some of which are to be constructed by the City. The City and the Authority are parties to joint community facilities agreements for the District, such that the Authority is authorized to expend the available funds for Improvements that will ultimately be owned by the City. The District is authorized to finance all or a portion of the costs of the following facilities: Butterfield Stage Road Butterfield Stage Road ("BSR") from La Serena to Rancho California Road. Improvements include grading, paving, curb and gutter, sidewalk, street lights, traffic -31- signals, signing and striping, landscaping, irrigation, storm drain, sewer and water pipelines, and other improvements necessary to complete BSR. Nicolas Road Nicolas Road from BSR to the easterly Metropolitan Water District ("MWD") Right of Way. Improvements include grading, paving, asphalt berms, curb and gutter, sidewalk, asphalt path, split rail fence, street lights, landscaping, irrigation, storm drain, underground sewer and water pipelines, and other improvements necessary to complete the subject portion of Nicolas Road. Nicolas Road from the easterly MWD Right of Way to Liefer Road, including construction of Calle Garisol realignment to Nicolas Road. Improvements include grading, paving, asphalt berms, curb and gutter, sidewalk, asphalt path, utility relocations, fencing, street lights, signing and striping, landscaping, irrigation, sewer, storm drain, bridge over Santa Gertrudis Creek, access road, exit structure and other improvements necessary to complete the subject portion of Nicolas Road. Long Valley Channel Long Valley Channel from BSR to the Easterly Project Boundary. Improvements include grading of channel, flow -by detention basin, construction of drop structures, trapezoidal channel lining, transition structures to BSR bridge, rip -rap, grading and paving of access roads, fencing, and other improvements necessary to complete Long Valley Channel. Santa Gertrudis Creek Santa Gertrudis Creek from the Habitat Area to the exit channel at MWD Right of Way. Improvements include a flow -by detention basin, headwalls, trapezoidal channel lining and transition structures; grading, fencing and paving for access roads; desilting and detention basins, rip -rap protection, rip -rap dissipaters, berms, grading of exit structure and other improvements necessary to complete the improvement to Santa Gertrudis Creek. Environmental Mitigation Mitigation for the Long Valley Channel and Santa Gertrudis Creek improvements, including creation of 8.2 acres of habitat within open space to include grading, access road, electrical service, irrigation, plant and seed installation and other improvements necessary to complete resource agency conditioned environmental mitigation for the Long Valley Channel and Santa Gertrudis Creek improvements. Sports Park Sports Park at the Southeast corner of the intersection of Loop Road and BSR. Construction of a 21.3-acre sports park including grading, parking, building, lighting landscaping, irrigation, playing fields, basketball courts, children s play area, equipment and other improvements necessary to complete the sports park. Loop Road Loop Road from North BSR intersection to South BSR intersection. Improvements include grading, paving, curb and gutter, median curb, sidewalk, street lights, signing -32- and striping, landscaping, irrigation, storm drain, sewer and water pipelines, and other improvements necessary to complete the public segment of the Loop Road East of BSR. The construction of Butterfield Stage Road, the Community Sports Park, and a portion of Nicolas Road have been completed. The Santa Gertrudis Creek improvements are under construction and are expected to be completed in the second quarter of 2024. As described under the heading "PLAN OF FINANCING —Funding for Improvements, the Primary Developer and the Authority, on behalf of the District, are parties to an Acquisition Agreement that provides for the use of funds in the Improvement Fund to pay costs of the Improvements eligible to be funded by the District and specifies the priority in which funds are to be used to finance costs of the Improvements. Pursuant to the amendments to the Acquisition Agreement, the Authority acknowledged that the Primary Developer had completed some of the authorized Improvements, and allowed the release of funds in the Improvement Fund to the Primary Developer for certain Improvements before other specified Improvements have been completed if the Primary Developer posted bonds to secure their completion. The Primary Developer has posted the required bonds and expects to commence construction of a portion of Nicolas Road and certain culvert and channel improvements in the second quarter of 2023. It is expected that all of the Improvements to be funded by the District will be completed by the second quarter of 2025, but no assurance can be given that the Improvements will be completed by such date. The Authority estimates that the total projected costs of the Improvements eligible to be funded by the District is $16,946,000, and there currently is approximately $6,801,542 in the Improvement Fund from the proceeds of the 2017 Bonds and investment earnings thereon available to pay such costs, in addition to proceeds of the 2023 Bonds to be deposited to the Improvement Fund. See "PLAN OF FINANCING —Estimated Sources and Uses of Funds." Under the Acquisition Agreement, costs of Improvements in excess of available amounts in the Improvement Fund and proceeds of the 2023 Bonds to be deposited therein (see "PLAN OF FINANCING —Overview - Funding for Improvements" are the responsibility of the Primary Developer. RVR and Wingsweep Corporation entered into a Joint Development Agreement (Roripaugh Ranch Specific Plan) (the "Joint Development Agreement"), subsequently assigned by RVR to the Primary Developer, whereby the Primary Developer is responsible for ninety percent (90%) of the costs of the construction of the improvements required by the Development Agreement for development of the property in the District, and Wingsweep Corporation will be responsible for ten percent (10%) of such costs, including costs of the Improvements in excess of available funds in the Improvement Fund. See "THE DISTRICT — The Primary Developer, the Merchant Builders and Wingsweep Corporation." No assurance can be given that construction of the Improvements will commence and be completed as currently expected, or that the costs of the Improvements will be as currently estimated. Sommers Bend The property in the District includes a development known as Sommers Bend, previously identified as Phase Two of the Roripaugh Ranch development. Sommers Bend, with 612.6 gross acres, is expected to include at buildout 1,445 homes and one commercial development on the 281.54 acres in the District, as well as a 21.3 acre sports park and 7.1 acres of private recreation areas that include clubhouses, fitness centers, pools and childrens play areas, along with 226.8 acres of open space including equestrian, biking and nature trails. The -33- construction of the sports park and the neighborhood and recreational parks have been completed, and home construction is ongoing. There are three active merchant builders in Sommers Bend, the Primary Developer (Woodside), Richmond American and Taylor Morrison. The nine active projects in the District, as of December 1, 2022, are summarized below: • Arborly and Arborly East by Richmond American: 107 one- and two-story homes; 1,943 to 2,949 square feet; 3 to 5 bedrooms, 3 to 3.5 baths; current base prices from $757,990 to $803,990. • Esplanade by Taylor Morrison: 259 one- and two-story homes; 55+/age qualified with private clubhouse; approximately 1,787 to 3,058 square feet; 2 to 4 bedrooms, 2 to 3.5 baths; current base prices from $640,990 to $769,000. • Acacia by Woodside: 74 one- and two-story homes; approximately 3,058 to 4,289 square feet; 3 to 5 bedrooms, 3 to 4.5 baths; current base prices from $869,000 to $929,500. • Upton by Woodside: 115 one- and two-story homes; approximately 2,241 to 3,795 square feet; 3 to 6 bedrooms, 3 to 4.5 baths; current base prices from $748,500 to $854,500. • Medley by Woodside: 81 two-story homes; approximately 1,837 to 2,442 square feet; 3 to 4 bedrooms, 2.5 to 3 baths; current base prices from $640,990 to $677,990. • SHAWOOD by Woodside: 57 one- and two story homes; approximately 3,203 to 4,974 square feet, 4-5 bedrooms, 3.5 to 5.5 baths, with base prices yet to be determined. • Blossom by Woodside: 102 one- and two story bungalows ranging from approximately 1,497 to 1,845 square feet, 3 to 4 bedrooms and 2 to 3.5 bathrooms, with preliminary base prices from $516,000 to $541,000. • Discovery by Woodside: 178 two story townhomes ranging from approximately 1,225 to 1,778 square feet, 2 to 4 bedrooms and 2.5 bathrooms, preliminary base prices from $487,000 to $540,000. • Revel by Woodside: 94 two story duplexes ranging from approximately 1,738 to 2,165 square feet, 3-4 bedrooms and 2 to 3.5 bathrooms, preliminary base prices from $554,000 to $595,000. In addition to the foregoing, Woodside has completed, sold and conveyed to homebuyers 64 homes in the Everview development and 96 homes in the Canopy development in the District, and Richmond American has completed, sold and conveyed to homebuyers 84 homes in the Canvass development in the District. The next page sets forth a pictorial of the various neighborhoods in the District. -34- Locations of Neighborhoods in the District -35- As of December 1, 2022, the Primary Developer had finished rough and mass grading the site, finished backbone streets and is in the process of installing infrastructure in some in - tract areas. The Primary Developer also was in the process of gaining approvals from applicable public agencies for plans for further offsite improvements. All in -tract land development work was completed to create finished lots. The three main recreation center buildings were completed at the end of March 2021. The City sports park was completed and had been turned over to the City for acceptance and maintenance. On October 21, 2022, the Primary Developer annexed the former school site comprising Planning Areas 28A, 28B and 29, to the District and expects to develop 374 homes in the area so annexed as bungalows, townhomes and motorcourt duplexes. Summary of Development. A summary of the development status of the proposed 861 single-family detached and attached homes being constructed by the Primary Developer in the District, the 259 single-family detached homes being constructed by Taylor Morrison in the District, and the 193 single family detached homes being constructed by Richmond American in the District, all as of December 1, 2022 is summarized below: Woodside Development:* 206 Completed homes sold and conveyed to individual home buyers 11 Completed models owned by the Primary Developer (none under sales contracts) 7 Completed production homes owned by the Primary Developer (4 under contract) 89 Homes under construction (40 under contract) 548 Lots without any vertical home construction (5 with building permits; none under sales contracts)* 861 Total planned units for the Primary Developer* * Includes 57 lots owned by SHAWOOD Taylor Morrison: 160 Completed homes sold and conveyed to individual home buyers 8 Completed homes owned by Taylor Morrison being used as models 21 Homes under construction (all under sales contracts) 70 Lots without any vertical home construction (5 with building permits; none under contract) 259 Total planned units for Taylor Morrison Richmond American: 184 Completed homes sold and conveyed to individual home buyers 3 Completed homes owned by Richmond American being used as models 6 Homes under construction (including 3 under sales contracts) 193 Total planned units for Richmond American Summary Development Status: 550 Completed homes sold and conveyed to individual home buyers 145 Homes under construction/completed and owned by the Primary Developer and the Merchant Builders (including models) 618 Lots without any vertical home construction (10 with building permits) 1,313 Total planned units within District for the Primary Builder and the Merchant Builders Status of Home Construction and Sales. The homes currently being constructed by the Primary Developer in the District (including in the area annexed to the District) range from -36- approximately 1,241 square feet to approximately 4,974 square feet in seven product types known as Acacia, Upton, Medley, SHAWOOD, Blossom, Discovery and Revel, each of which is briefly described above. Home construction commenced in July 2020. The status of the areas in the District currently being developed by the Primary Developer and the Merchant Builders as of December 1, 2022 is as follows: Acacia Development: 27 Completed homes sold and conveyed to individual home buyers 4 Models owned by the Primary Developer (0 in escrow) 4 Completed Production Homes owned by the Primary Developer (4 in escrow) 27 Homes under construction (27 in escrow) 12 Lots without any vertical home construction (0 with building permits; 0 in escrow) 74 Total planned units within Acacia Upton Development: 19 Completed homes sold and conveyed to individual home buyers 4 Models owned by the Primary Developer (0 in escrow) 3 Completed Production Homes owned by the Primary Developer (0 in escrow) 9 Homes under construction (4 in escrow) 80 Lots without any vertical home construction (0 with building permits; 0 in escrow) 115 Total planned units within Upton Medley Development: 0 Completed homes sold and conveyed to individual home buyers 3 Models owned by the Primary Developer (0 in escrow) 0 Completed Production Homes owned by the Primary Developer (0 in escrow) 15 Homes under construction (9 in escrow) 63 Lots without any vertical home construction (5 with building permits; 0 in escrow) 81 Total planned units within Medley SHAWOOD Development:* 0 Completed homes sold and conveyed to individual home buyers 0 Models owned by SHAWOOD (0 in escrow) 0 Completed Production Homes owned by SHAWOOD (0 in escrow) 0 Homes under construction (0 in escrow) 57 Lots without any vertical home construction (0 with building permits; 0 in escrow) 57 Total planned units within SHAWOOD * Development has currently commenced in this community, with construction of model homes to start in the first quarter of 2023. Blossom Development:* 0 Completed homes sold and conveyed to individual home buyers 3 Models owned by the Primary Developer (0 in escrow) 0 Completed Production Homes owned by the Primary Developer (0 in escrow) 12 Homes under construction (0 in escrow) 87 Lots without any vertical home construction (0 with building permits; 0 in escrow) 102 Total planned units within Blossom * This development is in the area annexed to the District in October, 2022. -37- Discovery Development:* 0 Completed homes sold and conveyed to individual home buyers 5 Models owned, by the Primary Developer (0 in escrow) 0 Completed Production Homes owned by the Primary Developer (0 in escrow) 8 Homes under construction (0 in escrow) 165 Lots without any vertical home construction (0 with building permits; 0 in escrow) 178 Total planned units within Discovery * This development is in the area annexed to the District in October, 2022. Revel Development:* 0 Completed homes sold and conveyed to individual home buyers 4 Models owned by the Primary Developer (0 in escrow) 0 Completed Production Homes owned by the Primary Developer (0 in escrow) 6 Homes under construction (0 in escrow) 84 Lots without any vertical home construction (0 with building permits; 0 in escrow) 94 Total planned units within Revel * This development is in the area annexed to the District in October, 2022. For the development status of the homes being constructed by the Merchant Builders, see "Summary of Development" above. Wingsweep Corporation owns 35.93 acres of Taxable Property in the District on which up to 132 separate single family homes are expected to be constructed each on their own lot, and a 15.19 acre site of Taxable Property (10.7 net acres) for commercial development. Wingsweep Corporation has advised that it may sell the property it owns in the District for residential home construction to one or more merchant builders but it presently expects to develop the site for neighborhood commercial uses itself. See "THE DISTRICT —The Primary Developer, the Merchant Builders and Wingsweep Corporation — Wingsweep Corporation." No assurance can be given that home construction and sales will be completed as currently anticipated, or that the home construction and sale plans or base prices will not change from those in effect as of December 1, 2022. The Primary Developer, Taylor Morrison, Richmond American and Wingsweep Corporation may change their development plans at any time without notice. Additionally, homes sold may not result in closed escrows as sales contracts are subject to cancellation. The Primary Developer, the Merchant Builders and Wingsweep Corporation The Primary Developer. General. As previously defined in this Official Statement, the Primary Developer is Woodside 05S, LP, a California limited partnership. The Primary Developer is owned 99% directly by Woodside Group, LLC, a Nevada limited liability company ("Woodside Group"), as a limited partner. The remaining 1% interest is owned by WDS GP, Inc., a California corporation, as its general partner, which is wholly owned by Woodside Homes of California, Inc., a California corporation, which in turn is wholly owned by Woodside Group. The parent of Woodside Group is Woodside Homes Company, LLC, a Delaware limited liability company ("Woodside Homes Company"). Since February 28, 2017, the ultimate parent of Woodside Homes Company has been Sekisui House, Ltd., one of Japari s largest homebuilders, which was founded in 1960 and is headquartered in Osaka, Japan. SHAWOOD is wholly owned by Woodside Group. The Primary Developer will construct the homes to be developed on the lots owned by SHAWOOD pursuant to a construction contract, development management agreement or similar arrangement. -38- Woodside Group's subsidiaries engage in the design, construction, and sale of single- family homes under the brand name of "Woodside Homes." Woodside Homes is one of America's top 30 homebuilders having built more than 40,000 homes across the United States, with current operations in Arizona, California, Nevada and Utah. Woodside Group maintains a website at woodsidehomes.com, and Sekisui House, Ltd. maintains a website at sekisuihouse- global.com. The foregoing Internet addresses and references to filings with the SEC are included for reference only, and the information on these Internet sites are not a part of this Official Statement and are not incorporated by reference into this Official Statement. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on these Internet sites. Neither of the Primary Developer nor Woodside Group is obligated to advance funds to pay for development or construction costs or to pay ad valorem property taxes or the Special Taxes, and investors should not rely on the information and financial statements contained on such internet sites in evaluating whether to buy, hold or sell the 2023 Bonds. Financing Plan. As of December 31, 2022, the Primary Developer had expended approximately $200,330,000 on land acquisition costs, site improvement costs, direct and indirect home construction costs, permit and impact fees, and sales and marketing costs (exclusive of interest, internal financing repayment, and corporate overhead) related to its development within the District. As of December 31, 2022, the Primary Developer anticipated expending approximately $270,286,000 in additional site improvement costs, direct and indirect home construction costs, permit and impact fees, and sales and marketing costs to complete its development within the District. To date, the Primary Developer has financed its land acquisition, site development and home construction costs related to its property in the District through internally generated funds, including cash generated from its homebuilding operations and advances from affiliates of its parent Woodside Homes Company. The Primary Developer expects to use internally generated funds, including cash generated from its homebuilding operations and advances from affiliates of its parent Woodside Homes Company, along with proceeds of the 2023 Bonds, to complete development of its property in the District. Woodside Homes Company has a $330 million unsecured term loan. Woodside Homes Company also has an unsecured revolving credit facility with borrowing capacity as of January 1, 2023, of $200 million. Woodside intends to use the foregoing sources to finance the remaining site improvement and home construction costs and carrying costs for its development in the District (including property taxes and the Special Taxes) until full sell -out of its planned development. Although the Primary Developer expects to have sufficient funds available to complete its proposed development in the District commensurate with the development timing described in this Official Statement, there can be no assurance that amounts necessary to fund the remaining planned development of the Primary Developer's property within the District will be available to the Primary Developer when needed. Neither the Primary Developer, nor any of its related entities, is under any legal obligation of any kind to expend funds for the development of the Primary Developer's property in the District, or the payment of ad valorem property taxes or the Special Taxes. Any contributions by the Primary Developer or any other entity or person to fund the costs of such development are entirely voluntary. If and to the extent the aforementioned sources are inadequate to pay the costs to complete the planned development by the Primary Developer within the District and other financing by the Primary Developer is not put into place, there could be a shortfall in the funds required to complete the planned development by the Primary Developer in the District, and the remaining portions of the Primary -39- Developer's project in the District may not be completed. See "SPECIAL RISK FACTORS — Failure to Complete Development" herein. Impact of Economic Conditions on the Development in the District. Certain events and factors which negatively affect the regional, State and national economies could have an adverse effect on the pace at which the Primary Developer is able to complete and sell homes and demand by and the ability of individuals to purchase homes within the District. Such events and factors could include rising inflation and interest rates, persistent supply chain issues, further impacts of the COVID-19 pandemic and global market instability caused by the war in Ukraine. Any adverse impact of the foregoing and other economic factors on the projects in the District and the real estate market in general cannot be predicted. Increasing Mortgage Interest Rates. Most of the purchasers of the Primary Developer's homes finance their acquisitions with mortgage financing. As such, rising interest rates, decreased availability of mortgage financing or of certain mortgage programs, higher down payment requirements or increased monthly mortgage costs could have a negative impact on the estimated absorption rates of the Primary Developer's planned for -sale homes in the District. Further, a combination of higher mortgage rates, delays in construction stemming from delays in the supply chain, homebuyers' inability to sell their existing homes and adverse changes in local, regional or national economic conditions, among other factors, could contribute to an increase in the Primary Developer's rate of home order cancellations. An increase in the level of such cancellations could similarly have a negative impact on the estimated absorption rates of the Primary Developer's planned for -sale homes in the District. COVID-19 Impact. The development of the Primary Developer's planned development within the District is subject to disruption due to the COVID-19 pandemic and related public health and governmental authorities' orders and actions, which could have a material adverse effect on the Primary Developer's ability to complete its proposed development within the District and sell completed homes in the time frame and budget, and at the sales prices, described in this Official Statement. As of the date of this Official Statement, the Primary Developer has experienced increases in certain construction costs, supply chain delays, labor shortages, and increased cycle time for home deliveries. However, the Primary Developer has not experienced any significant delays resulting from work stoppages, reduced attendance of workers, or the ability to obtain necessary inspections and approvals for homes, which may be attributable, directly or indirectly, to the COVID-19 pandemic. Although the recent cost increases and construction delays are not currently having a significant impact on the Primary Developer's overall development within the District, the impacts caused by the outbreak are evolving and no prediction can be made with respect to the ultimate effects of the COVID-19 outbreak and related public health and governmental authorities' orders and actions on the Primary Developer's ability to construct and sell and close homes within the District. Such effects, if and as they arise, could have a material adverse effect on the ability to complete the development within the District as planned, and no assurance can be provided that the Primary Developer will be able to (a) complete in whole or in any part, or within any particular time, its construction of homes within the District; (b) avoid additional material increases in development costs or delays resulting from work stoppages, reduced attendance of workers, shortages or delays in the delivery of building materials, and / or delays in obtaining necessary inspections and approvals; or (c) sell homes, and close home sales or not experience purchase contract cancellations, due to in each case to public health or governmental restrictions, further spread of COVID-19, an economic downturn driven by the pandemic, or otherwise. See "SPECIAL RISK FACTORS—COVID-19 Pandemic." -40- Richmond American. General. As previously defined in this Official Statement, "Richmond American" refers to Richmond American Homes of Maryland, Inc., a Maryland corporation is a wholly -owned subsidiary of M.D.C. Holdings, Inc., a Delaware corporation ("MDC"). MDC is a publicly traded company whose common stock is listed on the New York Stock Exchange under the symbol "MDC." Richmond American and its predecessor entity have been building homes in California since 1986. MDC has two primary operations - homebuilding and financial services. MDC's homebuilding operations consist of wholly -owned subsidiary companies that build and sell homes under the name "Richmond American Homes." MDC's financial services operations include subsidiary companies that provide mortgage financing, place title insurance and homeowner insurance for Richmond American's homebuyers, and provide general liability insurance for MDC subsidiaries and most of Richmond American's subcontractors. MDC is subject to the informational reporting requirements of the Exchange Act, and in accordance therewith is obligated to file reports, proxy statements, and other information, including financial statements, with the SEC. Such filings, including particularly MDC's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on February 1, 2022, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the SEC on October 27, 2022, set forth certain data relative to such consolidated results of operations and financial position of MDC and its subsidiaries as of such dates. The SEC maintains an internet web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC, including MDC. The address of such internet web site is www.sec.gov. All documents subsequently filed by MDC pursuant to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection in such manner as the SEC prescribes. Copies of MDC's Annual Report and related financial statements, prepared in accordance with generally accepted accounting standards, are also available from MDC on MDC's website at www.mdcholdings.com. The foregoing website addresses and references to filings with the SEC are given for reference and convenience only, and the information on such websites and on file with the SEC does not form a part of this Official Statement and is not incorporated by reference herein. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on such websites. Richmond American and MDC are not obligated to advance funds for construction or development or to pay ad valorem property taxes or the Special Taxes and investors should not rely on the information and financial statements contained on such websites in evaluating whether to buy, hold or sell the Bonds. The information contained on such websites may be incomplete or inaccurate and has not been reviewed by the County, the District or the Underwriter. Financing Plan. To date, Richmond American has financed its land acquisition and various site development and homebuilding costs related to its property in the District through internally generated funds. All of the 193 homes to be constructed by Richmond American in the District have been completed, and 185 of them have been sold and conveyed to homebuyers. Of the remaining 8 completed homes, 2 are models and 2 have pending sales contracts. Increasing Mortgage Interest Rates. Most of the purchasers of Richmond American's homes finance their acquisitions with mortgage financing. As such, rising interest rates, decreased availability of mortgage financing or of certain mortgage programs, higher down payment requirements or increased monthly mortgage costs could have a negative impact on -41- the sale of the remaining 8 homes owned by Richmond American. Further, a combination of higher mortgage rates, delays in construction stemming from delays in the supply chain, homebuyers' inability to sell their existing homes and adverse changes in local, regional or national economic conditions, among other factors, could contribute to an increase in Richmond American's future home sales. Taylor Morrison. General. As previously defined in this Official Statement, "Taylor Morrison" refers to Taylor Morrison of California, LLC, a California limited liability company. Taylor Morrison Services, Inc., a Delaware corporation qualified in California ("TMSI"), is the sole shareholder of Taylor Morrison. TMSI is controlled by Taylor Morrison Home Corporation, a Delaware corporation ("TMHC"), which is traded on the New York Stock Exchange as "TMHC." TMHC's principal executive offices are located in Scottsdale, Arizona. TMHC was created as a result of the July 2007 merger of two United Kingdom -based, publicly - listed homebuilders, Taylor Woodrow plc and George Wimpey plc, the predecessor entities of which commenced homebuilding operations in the United States in 1936. The subsequent integration of Taylor Woodrow, Inc. and Morrison Homes, Inc. in the United States formed TMHC and Monarch Corporation in Canada, respectively. TMHC is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements, and other information with the SEC. The SEC maintains an Internet web site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC, including TMHC. The address of such internet web site is "www.sec.gov". All documents subsequently filed by TMHC pursuant to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection in such manner as the SEC prescribes. Additional information on TMHC, including annual reports and related financial statements, can be found on the investors relations tab at the website "www.taylormorrison.com." The foregoing website addresses and references to filings with the SEC are given for reference and convenience only, and the information on such websites and on file with the SEC does not form a part of this Official Statement and is not incorporated by reference herein. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on such websites. Taylor Morrison and TMHC are not obligated to advance funds for construction or development or to pay ad valorem property taxes or the Special Taxes and investors should not rely on the information and financial statements contained on such websites in evaluating whether to buy, hold or sell the Bonds. The information contained on such websites may be incomplete or inaccurate and has not been reviewed by the City or the Underwriter. Financing Plan. To date, Taylor Morrison has financed its land acquisition and various site development and homebuilding costs related to its Esplanade at Somers Bend project in the District through home sales revenue and internally generated funds (which may include funding from its parent company). As of January 13, 2023, Taylor Morrison has expended approximately $116,340,000 on its development in the District, including land acquisition costs, site development costs, permits and fees, direct and indirect home construction costs, and marketing and sales costs and expenses (exclusive of corporate overhead and other carry costs). Taylor Morrison expects to incur approximately $27,851,000 on remaining land development costs, permits and fees, direct and indirect home construction costs, and marketing and sales costs and expenses (exclusive of corporate overhead and other carry costs) between January 13, 2023, and full build -out of the homes proposed to be constructed in Esplanade at Somers Bend. Taylor Morrison expects to use home sales revenue and internally generated funds (which may include funding from its parent company) to complete its development within Esplanade at Somers Bend, and believes that it will have sufficient funds available to complete its planned development as described in this Official Statement. -42- Although Taylor Morrison expects to have sufficient funds available to complete its development in the District as described in this Official Statement, there can be no assurance that amounts necessary to finance the remaining development costs will be available to Taylor Morrison when needed. While Taylor Morrison's parent company has made such internal funding available in the past, there can be no assurance whatsoever of its willingness or ability to do so in the future. Neither Taylor Morrison nor any other entity or person is under any legal obligation of any kind to expend funds for the development of and construction of homes on Taylor Morrison's property in the District. Taylor Morrison has no legal obligation to Bond Owners to make any such funds available for construction or development, or the payment of ad valorem property taxes or the Special Taxes. Any contributions by Taylor Morrison or any other entity or person to fund the costs of such development are entirely voluntary. If and to the extent that the aforementioned sources are inadequate to pay the costs to complete the planned development by Taylor Morrison within the District and other financing is not put into place, there could be a shortfall in the funds required to complete the planned development by Taylor Morrison or to pay ad valorem property taxes or Special Taxes related to Taylor Morrison's property in the District, and the remaining portions of such development may not be completed. Many factors beyond Taylor Morrison's control, or a decision by Taylor Morrison to alter its current plans, may cause the actual sources and uses to differ from the projections. See "SPECIAL RISK FACTORS" herein for a discussion of risk factors." Impact of Economic Conditions on the Development in the District. Certain events and factors which negatively affect the regional, State and national economies could have an adverse effect on the pace at which the Primary Developer is able to complete and sell homes and demand by and the ability of individuals to purchase homes within the District. Such events and factors could include rising inflation and interest rates, persistent supply chain issues, further impacts of the COVID-19 pandemic and global market instability caused by the war in Ukraine. Any adverse impact of the foregoing and other economic factors on the projects in the District and the real estate market in general cannot be predicted. Increasing Mortgage Interest Rates. Most of the purchasers of Taylor Morrison's homes finance their acquisitions with mortgage financing. As such, rising interest rates, decreased availability of mortgage financing or of certain mortgage programs, higher down payment requirements or increased monthly mortgage costs could have a negative impact on the estimated absorption rates of Taylor Morrison's planned for -sale homes in the District. Further, a combination of higher mortgage rates, delays in construction stemming from delays in the supply chain, homebuyers' inability to sell their existing homes and adverse changes in local, regional or national economic conditions, among other factors, could contribute to an increase in Taylor Morrison's rate of home order cancellations. An increase in the level of such cancellations could similarly have a negative impact on the estimated absorption rates of Taylor Morrison's planned for -sale homes in the District. Wingsweep Corporation. General. Wingsweep Corporation is a California corporation wholly owned by UNICOM Global, Inc., a real estate holding company. UNICOM Global, Inc. is privately held, and is part of an affiliated group that consists of more than 40 corporate entities worldwide, and works in collaboration with its shareholders' mergers and acquisition business, financial services business and information technology business. UNICOM Global, Inc. maintains a website at unicomglobal.com, with a link to eden.com with regard to its real estate holdings, but the Authority has no responsibility for the information on such websites and the information thereon is not incorporated into this Official Statement. Expenditures to Date. Wingsweep Corporation, which acquired the property it owns in the District in March of 2008, funds its activities through advances by UNICOM Global, Inc. or -43- other affiliated companies under common ownership, and has advised that it expects to eventually sell the property it owns in the District for residential home development to a nationally -recognized residential builder or builders prior to the commencement of vertical construction on the property (currently expected in the second half of 2023 or early 2024), or may also partner with one or more such builders to complete the development of the property. Wingsweep Corporation has secured land use entitlements for 132 residential units in three planned residential neighborhoods, with final subdivision maps anticipated to be recorded in 2023. Wingsweep Corporation may itself develop the neighborhood commercial site in the District. Wingsweep Corporation has advised that as of December 31, 2022 it had expended over $25,000,000 in respect of the property it owns in the District. Expenditures include (i) $10,500,000 in 2008 to acquire the property (a portion of which is attributable to property it acquired in the Panhandle area and subsequently sold to KB Home Costal, Inc.), (ii) over $6,000,000 in property taxes (including special taxes levied for the District and for CFD 03-02), (iii) approximately $1,000,000 for consultants and professional services related to planning efforts, (iv) approximately $1,000,000 to maintain the property and in other costs, and (v) approximately $6,800,000 Joint Development Agreement construction costs. Pursuant to the terms of the Joint Development Agreement between the Primary Developer and Wingsweep Corporation, Wingsweep Corporation is responsible for ten percent (10%) of the costs of construction of the improvements required by the Development Agreement for development of the Pan Area. See "THE DISTRICT —The Improvements." Disposition of Property. Wingsweep Corporation is under no obligation to maintain its ownership of property in the District, and could sell or dispose of all or any portion of the property at any time without any requirement for notice to or the consent of the owners of the 2023 Bonds. Property Values The value of the property in the District is an important factor in determining the investment quality of the 2023 Bonds. If a property owner defaults in the payment of the Special Tax, the Authority's primary remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Special Tax. The Special Tax is not a personal obligation of the owners of the property. A variety of economic, political, and natural occurrences incapable of being accurately predicted can affect property values. See "SPECIAL RISK FACTORS — Property Value." As of September 12, 2022, the District included a total of 939 subdivided lots for single family homes and an additional possible future 507 lots, 506 for single family homes and one for commercial development, if six of the seven unsubdivided lots are subsequently subdivided, as currently planned, all of which are or will be subject to the Special Tax securing the repayment of the Bonds (the "Taxable Property"). As of that date, there were 303 homes that had been sold to homebuyers and had County assessed values. To determine the value of the other 636 subdivided lots and planned additional 507 lots in the District that are expected to be subject to the levy of the Special Taxes (the "Appraised Property"), the Authority obtained the Appraisal Report. The Appraiser advised in the Appraisal Report that the market value of Appraised Property was subject to an extraordinary assumption and a specific hypothetical assumption, among other assumptions, in the Appraisal Report. Those assumptions include that 2023 Bond proceeds and other bond funds totaling $15,311,122 will be available to fund offsite development costs totaling $32,307,759 required to support the development of the property in the District as planned, and that if at some future date it is determined that the cost estimates or input factors yielding the anticipated Primary Developer and Wingsweep Corporation -44- contributions for the remaining $16,996,637 in backbone infrastructure costs are different than actual costs, the values contained in the Appraisal Report could be affected. The Appraiser concluded in the Appraisal Report that the market value of the Appraised Property as of September 12, 2022 was $293,931,000. The appraised value of the Appraised Property in the District, as reflected in the Appraisal Report, when combined with the County Assessor's aggregate $207,046,283 assessed value of the 303 parcels with homes sold to homebuyers that had County assessed values as of September 12, 2022 (for a total valuation of $500,977,283), is approximately 10.42* times the aggregate of the $8,819,275* initial principal amount of the 2023 Bonds and the $39,260,000 outstanding principal amount of the 2017 Bonds. On January 6, 2023, the Appraiser provided a letter to the Authority (the "Update Letter") to the effect that the value of the Appraised Property in the District as of December 1, 2022 was not less than the value of the Appraised Property as of the September 12, 2022 date of value in the Appraisal. The Update Letter attributed the December 1, 2022 consideration of value to increased expenditures for infrastructure improvements and additional home construction in the District as a whole that occurred after September 12, 2022, and certain parcels of the Appraised Property in the District that did not have additional development may have decreased in value since September 12, 2022. The Appraisal Report and the Update Letter, complete copies of which are set forth in Appendix I to this Official Statement, should be read in their entirety by prospective purchasers of the 2023 Bonds. See also "THE DISTRICT —Property Values" and "SPECIAL RISK FACTORS —Property Value." Neither the Authority nor the Underwriter makes any representation as to the accuracy or completeness of the Appraisal Report or the Update Letter. The Appraisal Report does not take into account possible future liens or indebtedness which may be imposed by the City or by other public entities. The Authority has not covenanted, and in many instances does not have the legal ability, to restrict other entities from imposing indebtedness, which may be secured by a lien on the Taxable Property in the District which is on a parity with the Special Tax. See "THE DISTRICT — Direct and Overlapping Governmental Obligations" and "SPECIAL RISK FACTORS — Parity Taxes and Special Assessments." A number of economic, political, and natural occurrences may adversely affect the value of the property as expressed in the Appraisal Report. See "SPECIAL RISK FACTORS." Land Use Distribution The following Table 2 shows the distribution of land use classes of the Taxable Property within the District based on the Rate and Method, the County Fiscal Year 2022-23 assessed values of 303 parcels, the appraised value of the other 643 County Assessor's parcels in the District as of September 12, 2022, the estimated Special Tax levy for fiscal year 2023-24 for each land use class of each Tax Zone, and the percentage of the overall Special Tax levy by land use class. * Preliminary, subject to change. -45- Table 2 Temecula Public Financing Authority Community Facilities District No.16-01 (Roripaugh Ranch Phase 2) Planning Areas and Projected Fiscal Year 2022-23 Special Tax Levy for Taxable Property by Tax Zone and Land Use Projected Percent of Total Total Fiscal Year Projected Assessed/ 2023-24 FY 2023-24 Total Aggregate No. of Appraised Special Special District Value -to - Land Use Residential Floor Area Parcels Value(') Tax Levy(z) Taxes Bonds(3),(5) Lien(5) Tax Zone 1 Residential Property Less than 1,900 sq. ft. 99 $ 52,488,892 $ 208,890 6.027o $2,893,566 18.14:1 Residential Property 1,900 sq. ft. to 2,199 sq. ft. 112 67,521,192 259,840 7.49 3,599,331 18.76:1 Residential Property 2,200 sq. ft. to 2,499 sq. ft. 166 102,657,334 443,220 12.77 6,139,530 16.72:1 Residential Property 2,500 sq. ft. to 2,799 sq. ft. 91 57,647,864 260,260 7.50 3,605,149 15.99:1 Residential Property 2,800 sq. ft. to 3,099 sq. ft. 81 52,471,058 240,975 6.94 3,338,011 15.72:1 Residential Property 3,100 sq. ft. to 3,399 sq. ft. 41 22,816,175 127,715 3.68 1,769,122 12.90:1 Residential Property Greater than 3,399 sq. ft. 35 12,815,864 113,225 3.26 1,568,405 8.17:1 Approved Property N/A 200 37,154,432 714,612 20.59 9,898,883 3.75:1 Undeveloped Property N/A 2 45,434,928 314,643 9.07 4,358,468 10.42:1 Tax Zone 2 Residential Property Less than 4,000 sq. ft. 3 2,484,000 14,760 0.43 204,457 12.15:1 Residential Property 4,000 sq. ft. to 4,299 sq. ft. 1 828,000 5,185 0.15 71,823 11.53:1 Residential Property (Partially Prepaid)(4) Less than 4,000 sq. ft. 24 7,074,000 79,055 2.28 1,095,085 6.46:1 Approved Property N/A 81 13,152,544 322,187 9.28 4,462,963 2.95:1 Approved Property (Partially Prepaid)(4) N/A 5 1,275,000 4,404 0.13 61,012 20.90:1 Tax Zone 3 Undeveloped Property N/A 1 11,559,600 228,864 6.59 3,170,243 3.65:1 Tax Zone 4 Undeveloped Property N/A 4 13,596,400 133,065 3.83 1,843,225 7.38:1 Totals 946 $500,977,283 $3,470,900 100.007o $48,079,275 10.42:1 (1) Assessed/Appraised valuation as of September 12, 2022, as reported in the Appraisal. (2) Based upon preliminary 2023 Bond sizing provided by the Underwriter and includes estimated Fiscal Year 2023-24 priority administration in the amount of $30,000. Preliminary, subject to change. (3) Includes the outstanding principal amount of the 2017 Bonds and the estimated initial principal amount of the 2023 Bonds. (4) Indicates parcels within Zone 2 of the District which have partially prepaid their Special Tax obligation. (5) Preliminary, subject to change. Source: Webb Municipal Finance, LLC Value -to -District Lien Ratios General Information Regarding Value -to -District Lien Ratios. The value -to -lien ratio on bonds secured by special taxes will generally vary over the life of those bonds as a result of changes in the value of the property that is security for the special taxes and the principal amount of the bonds. In comparing the appraised value of the real property within the District and the principal amount of the outstanding 2017 Bonds and of the 2023 Bonds, it should be noted that an individual parcel may only be foreclosed upon to pay delinquent installments of the Special Taxes attributable to that parcel. The principal amount of the outstanding 2017 Bonds and of the 2023 Bonds is not allocated among the parcels within the District based on their appraised -46- or assessed values; rather, the total Special Taxes will be allocated among the parcels within the District according to the Rate and Method. Economic and other factors beyond the property owners' control, such as economic recession, deflation of land values, financial difficulty or bankruptcy by one or more property owners, or the complete or partial destruction of Taxable Property caused by, among other possibilities, earthquake, flood, fire or other natural disaster, could cause a reduction in the assessed value within the District. See "SPECIAL RISK FACTORS —Property Value" and "Bankruptcy Delays." Assessed Valuation. The valuation of real property in the Authority for ad valorem tax purposes is established by the County Assessor. Assessed valuations are reported at 100% of the full value of the property, as defined in Article XIIIA of the California Constitution. Article XIIIA of the California Constitution defines "full cash value" as the appraised value as of March 1, 1975, plus adjustments not to exceed 2% per year to reflect inflation, and requires assessment of "full cash value" upon change of ownership or new construction. Accordingly, the assessed valuations presented in this Official Statement may not necessarily be representative of the actual market value of the property in the District. According to the County Assessor's records, as reported by the Special Tax Administrator, the fiscal year 2022-23 total assessed value of the then 867 parcels of Taxable Property in the District is $260,814,943. Historical Assessed Values. Table 3 below shows annual changes in assessed valuations between fiscal years 2017-18 and 2022-23 with respect to the parcels of Taxable Property that are subject to the levy of Special taxes securing the repayment of the 2023 Bonds. Table 3 Temecula Public Financing Authority CFD No.16-01 (Roripaugh Ranch Phase 2) Historical Assessed Value Fiscal Years 2017-18 through 2022-23 Parcels with Improvement Total Assessed Land Assessed Improvement Total Assessed Fiscal Year Parcels Value Value Assessed Value Valuation(') Percent Change 2017-18 18 0 $16,106,483 $0 $16,106,483 N/A 2018-19 18 0 16,428,605 0 16,428,605 2.00 2019-20(2) 18 0 39,040,310 0 39,040,310 137.64 2020-21 261(3) 0 35,253,049 0 35,253,049 -9.70 2021-22 567(3) 69 76,356,062 19,964,301 96,320,363 173.23 2022-23 867(3) 359 85,408,725 175,406,218 260,814,943 170.78 (1) As of January 1 of each year as shown on the County Assessor's Rolls. Total Assessed Value is calculated as the sum of Land Assessed Value and Improvement Assessed Value. (2) Substantial increase in value due to sale of 12 parcels to Woodside. (3) Parcel count increase due to parcel splits. Source: Webb Municipal Finance, LLC -47- Value -to -District Lien Ratio Distribution. Table 4 below shows the projected fiscal year 2023-24 Special Tax levy, an allocation of the aggregate assessed / appraised value of the property by property owner, the allocation of the principal amount of the outstanding 2017 Bonds together with the principal amount of the 2023 Bonds, and the estimated debt to allocated assessed / appraised value ratios for the parcels in the District, all based on the status of the parcels in the District as of September 12, 2022. See "THE DISTRICT —Sommers Bend," and "—The Primary Developer, the Merchant Builders and Wingsweep Corporation" for more information regarding the status of ownership and development of parcels in the District as of December 1. Table 4 Temecula Public Financing Authority Community Facilities District No.16-01 (Roripaugh Ranch Phase 2) Estimated Value to Lien by Planning Area and Property Owner (as of September 12, 2023) Percent of Projected Projected Fiscal Year Fiscal Year Percent of 2023-24 2023-24 Assessed/ Total Aggregate Maximum Maximum Special Tax Special Tax Appraised District Value -to - Property Owner(') Parcels Special Tax Special Tax Levy(2),R) Levy(4) Value Bonds(4),(5) Lien() Developed Individual 358 $1,198,688 24.32% $929,170 26.77% $248,882,503 $12,870,961 19.34:1 Developed Richmond American 69 234,646 4.76 187,670 5.41 36,456,853 2,599,625 14.02:1 Developed Taylor Morrison 90 323,715 6.57 235,545 6.79 41,071,346 3,262,801 12.59:1 Developed Woodside 136 573,924 11.64 400,740 11.55 52,393,677 5,551,093 9.44:1 Subtotal Developed 653 2,330,973 47.29% 1,753,125 50.51% 378,804,379 $24,284,480 15.60:1 Approved Taylor Morrison 28 96,857 1.97% 96,857 2.79% 6,910,000 $1,341,670 5.15:1 Approved Woodside 258 944,347 19.16 944,347 27.21 44,671,977 13,081,189 3.41:1 Subtotal Approved 286 1,041,203 21.12% 1,041,203 30.00% 51,581,977 $14,422,858 3.58:1 Undeveloped Wingsweep 5 832,825 16.90% 361,928 10.43% 25,156,000 $5,013,468 5.02:1 Undeveloped Woodside 2 724,018 14.69 314,643 9.07 45,434,928 4,358,468 10.42:1 Subtotal Undeveloped 7 $1,556,843 31.59% $676,571 19.49% $70,590,928 $9,371,937 7.53:1 Totals 946 $4,929,019 100.00% $3,470,900 100.00% $500,977,283 $48,079,275 10.42:1 (1) Based upon ownership information and development status as of September 12, 2022. (2) Based upon the debt service requirement of the Bonds and includes estimated Fiscal Year 2023-24 Administrative Expense Requirement of $30,000. (3) Allocated based on the projected Fiscal Year 2023-24 Special Tax Levy. (4) Includes the outstanding principal amount of the 2017 Bonds and the estimated initial principal amount of the 2023 Bonds. (5) Preliminary, subject to change. Source: Webb Municipal Finance, LLC The following Table 5 sets forth the distribution of assessed value -to -District lien ratios among the 946 parcels of Taxable Property based on the parcels that existed, and their assessed and appraised values, as of September 12, 2022, the projected fiscal year 2023-24 Special Tax levy and the aggregate principal amount of the outstanding 2017 Bonds and of the 2023 Bonds. -48- Table 5 Temecula Public Financing Authority CFD No.16-01 (Roripaugh Ranch Phase 2) Assessed Value to Lien Ratios for Parcels of Developed Property (Preliminary, subject to change) Percent of Total Projected Projected Total Assessed/ Fiscal Year Fiscal Year CFD 16-01 Aggregate Assessed/Appraised No. of Appraised 2023-24 2023-24 2023 Outstanding Outstanding Value -to - Value to Lien Parcels Value(') Levy Levy Bonds(z) 2017 Bonds(2) Bonds Lien Less than 3.00:1(3) 87 $16,437,813 $487,014 14.037o $1,237,462 $5,508,701 $6,746,163 2.44:1 Between 3.00:1 and 5.99:1 293 65,195,980 1,152,149 33.19 2,927,518 13,032,177 15,959,695 4.09:1 Between 6.00:1 and 8.99:1 63 14,358,279 144,561 4.16 367,317 1,635,155 2,002,472 7.17:1 Between 9.00:1 and 11.99:1 10 49,146,834 339,648 9.79 863,018 3,841,822 4,704,840 10.45:1 Between 12.00:1 and 14.99:1 20 21,559,230 115,950 3.34 294,620 1,311,533 1,606,152 13.42:1 Between 15.00:1 and 17.99:1 123 79,632,597 342,664 9.87 870,681 3,875,934 4,746,614 16.78:1 Between 18.00:1 and 20.99:1 205 145,366,317 546,351 15.74 1,388,234 6,179,879 7,568,113 19.21:1 Between 21.00:1 and 23.99:1 121 85,731,099 281,668 8.12 715,697 3,186,004 3,901,701 21.97:1 Greater than 23.99:1(4) 24 23,549,134 60,895 1.75 154,729 688,795 843,524 27.92:1 Total 946 $500,977,283 $3,470,900 100.00% $8,819,275 $39,260,000 $48,079,275 10.42:1 (1) Assessed/Appraised valuation as of September 12, 2022, as derived from the Appraisal Report. For purposes of this Table, the per lot values for property presented as bulk sale value in the Appraisal Report have been calculated as the aggregate bulk value divided by the number of lots (in the case of Developed Property and Approved Property) or acreage (in the case of Undeveloped Property). It does not represent the Appraiser's opinion of the fair market value of any such lot on September 12, 2022 or the price at which such a lot might sell individually in an arm's length transaction. The Appraiser valued the property in bulk for all parcels that are owned by the same or affiliated entities as of the date of value. Included in the bulk sale value for the Primary Developer and the Merchant Builders are lots with homes under construction, which are classified as Developed Property for purposes of Special Tax levies but which are valued for the purpose of this Table at a discounted bulk value as finished lots. See "THE DISTRICT -Property Values" and "SECURITY FOR THE 2023 BONDS - Summary of Rate and Method - Classification of Property." (2) Allocation is based upon the projected Fiscal Year 2023-24 Special Tax levy and includes $30,000 in administrative expenses. (3) Lowest estimated Value -to -Lien is 1.34:1. (4) Highest estimated Value -to -Lien is 34.24:1. Source: Webb Municipal Finance, LLC Of the parcels with less than a 3.00:1 Assessed/Appraised Value to Lien ratio, 84 are categorized as Approved Property under the Rate and Method and 3 are categorized as Undeveloped Property under the Rate and Method (see "SECURITY FOR THE 2023 BONDS - Summary of Rate and Method - Classification of Property"). Of the 84 parcels of Approved Property, as of September 12, 2022, 45 were located in the SHAWOOD development owned by SHAWOOD, 31 were located in the Upton development owned by the Primary Developer, 6 were located in the Espalande development owned by Taylor Morrison, and 1 each were located in the Acacia development and in the Medley development both owned by the Primary Developer. The 3 parcels of Undeveloped Property, as of September 1, 2022, were owned by Wingsweep. See "THE DISTRICT -Sommers Bend - Summary of Development" and "-Status of Home Construction and Sales" for more current information regarding the developments in the District. Special Tax Delinquencies The following Table 6 is a summary of Special Tax levies, collections and delinquency rates on Taxable Properties in the District for fiscal years 2017-18 through the first installment of Special Taxes delinquent if not paid by December 10, 2022, based on amounts levied and outstanding delinquencies as of the respective Fiscal Year end, and as of December 10, 2022. -49- Table 6 Temecula Public Financing Authority CFD No.16-01 (Roripaugh Ranch Phase 2) Special Tax Delinquency History Delinquencies Following FY End Delinquencies as of December 10, 2022 Fiscal Amount Parcels Parcels Amount PerParcels Amount Percent Year Levied Leviedo) Delinquent Delinquent Delinquent Delinquent Delinquent Delinquen 2018-19 3,178,490.78 18 2019-20 3,166,477.24 18 2020-21 3,167,456.98 261 2021-22 3,163,011.70 567 2022-23(2) 1,576,842.50 864 0 0.00 0.00 0 0.00 0.00 0 0.00 0.00 12 25,768.01 0.81 N/A N/A N/A 0 0.00 0.00 0 0.00 0.00 0 0.00 0.00 2 4,924.98 0.16 23 32,282.06 2.05 (1) Parcel count increases due to parcel splits. (2) Amount levied represents only the first installment of Special Taxes for Fiscal Year 2022-23 that was delinquent if not paid by December 10, 2022. Source: Webb Municipal Finance, LLC Direct and Overlapping Governmental Obligations Taxes, Charges and Assessments. The base ad valorem secured property tax rate on property in the District is 1.00% (including ad valorem tax overrides). Property in the District is also subject, or will be subject, to certain annual charges and assessments (which are billed to property owners on a semi-annual basis). See "THE DISTRICT —Sample Tax Bill" below for a list of public agencies that currently levy annual charges and assessments on property in the District. Overlapping Public Debt. The District is located within the boundaries of certain local agencies, other than the Authority, that provide public services and assess property taxes, assessments, special taxes and other charges on the property in the District. Some of these local agencies have outstanding debt. The current and estimated direct and overlapping obligations affecting the property in the District are shown in the following Table 7. The table was prepared by the Special Tax Consultant and is included for general information purposes only. The Authority has not reviewed this report for completeness or accuracy and makes no representation in connection therewith. -50- Table 7 Temecula Public Financing Authority Community Facilities District No.16-01 (Roripaugh Ranch Phase 2) Direct and Overlapping Bonded Debt I. ASSESSED VALUE Assessed/Appraised Valuation(') II. LAND SECURED BOND INDEBTEDNESS Outstanding Direct and Overlapping Bonded Debt TPFA CFD No. 16-01 (Roripaugh Ranch Phase 2) TOTAL OUTSTANDING LAND SECURED BONDED DEBT Authorized and Unissued Direct and Overlapping Bonded Debt TPFA CFD No. 16-01 (Roripaugh Ranch Phase 2) TOTAL UNISSUED LAND SECURED INDEBTEDNESS $500,977,283 Total Parcels % Amount Type Levied Issued Outstanding Applicable Applicable CFD 946 $51,634,275 $48,079,275(2),(5) 100.000% $48,079,275(5) $48,079,275(5) Total Parcels % Amount Type Levied Authorized Unissued Applicable Applicable CFD 946 $60,000,000 $8,365,725(3),(5) 100.000% $8,365,725(5) $8�T TOTAL OUTSTANDING AND UNISSUED LAND SECURED INDEBTEDNESS(4) $56,445,000 III. GENERAL OBLIGATION BOND INDEBTEDNESS Outstanding Direct and Overlapping Bonded Debt Total Parcels % Amount Type Levied Issued Outstanding Applicable Applicable Temecula Valley Unified School B & I (0.02389%) GO 946 $172,747,035 $167,831,294 1.298107% $2,178,630 MT San Jacinto Comm College (0.01320%) GO 946 295,000,000 253,195,000 0.333442 844,258 Metropolitan Water East (0.00350%) GO 946 850,000,000 20,175,000 0.007195 1,452 TOTAL OUTSTANDING GENERAL OBLIGATION BONDED DEBT $3,024,340 Authorized and Unissued Direct and Overlapping Indebtedness Total Parcels % Amount Type Levied Authorized Unissued Applicable Applicable Temecula Valley Unified School B & I (0.02389yo) GO 946 $230,000,000 $57,252,965 1.298107% $743,205 MT San Jacinto Comm College (0.01320%) GO 946 295,000,000 0 0.333442 0 Metropolitan Water East (0.00350%) GO 946 850,000,000 0 0.007195 0 TOTAL UNISSUED GENERAL OBLIGATION INDEBTEDNESS $743,205 TOTAL OUTSTANDING AND UNISSUED GENERAL OBLIGATION INDEBTEDNESS(4) $3,767,545 TOTAL OF ALL OUTSTANDING DIRECT AND OVERLAPPING BONDED DEBT $51,103,615(5) TOTAL OF ALL OUTSTANDING AND UNISSUED DIRECT AND OVERLAPPING INDEBTEDNESS $60,212,545 IV. Ratios to Assessed/Appraised Valuation Outstanding Land Secured Bonded Debt 10.42:1(5) Outstanding Direct and Overlapping Bonded Debt 9.80:1(5) (1) Assessed/Appraised valuation as of September 12, 2022, as reported in the Appraisal. (2) Amount Outstanding is equal to the preliminary initial principal amount of the 2023 Bonds and the outstanding principal amount of the 2017 Bonds. (3) Additional Parity Bonds may be issued with respect to the remaining $8,365,725 in bond authorization, but only if the Parity Bonds are Refunding Bonds. See "SECURITY FOR THE 2023 BONDS —Issuance of Additional Bonds." (4) Additional bonded debt or available bond authorization may exist but is not shown because a tax was not levied for Fiscal Year 2022-23. (5) Preliminary, subject to change. Source: Webb Municipal Finance, LLC Sample Tax Bill Table 8 below provides, for an average parcel of Taxable Property under the Rate and Method, the expected property tax bill that would be received by an owner of the property for fiscal year 2023-24, based on the projected Special Tax levy for that fiscal year. -51- Table 8 Temecula Public Financing Authority CFD No.16-01 (Roripaugh Ranch Phase 2) Average Fiscal Year 2023-24 Tax Obligation(') For Parcels of Developed Property Average Home Value(2) Ad Valorem Property Taxes: Basic Levy (1.00007o) Temecula Valley Unified School B & I (0.02389%) MT San Jacinto Comm College (0.01320%) Metropolitan Water East (0.003507o) Total General Property Taxes Assessment, Special Taxes & Parcel Charges: Flood Control Stormwater / Cleanwater Temecula Parks/Lighting Services EMWD Infrastructure Availability Charge Temecula Trash / Recycling Valleywide Regional FAC LMD 88-1 MWD Standby East TPFA CID No. 16-01 Services(3) TPFA CID No. 16-01 Facilities(3) Total Assessment Charges Average Total Property Tax Average Effective Tax Rate $580,099.00 $5,800.99 138.59 76.57 20.30 $6,036.45 $3.47 74.44 10.00 330.58 5.54 6.94 546.22 2,684.73 $3,661.91 $9,698.36 1.67% (1) Average fiscal year 2023-24 tax rates based upon fiscal year 2022-23 Overlapping Taxes and Assessment Rates. (2) Average Home Value is based upon average Appraised Values for parcels of Developed Property. (3) Reflects average projected fiscal year 2023-24 District Special Tax A and Special Tax B for parcels of Developed Property. Source: Webb Municipal Finance, LLC THE AUTHORITY The Temecula Public Financing Authority was established pursuant to a Joint Exercise of Powers Agreement, dated April 10, 2001 (the "JPA Agreement"), by and between the City and the Agency. The JPA was entered into pursuant to the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California. The Authority was formed for the primary purpose of assisting in the financing and refinancing of public capital improvements in the City. As of May 1, 2016, the JPA Agreement was amended to provide for the withdrawal of the Successor Agency to the Agency as a member of the Authority, and to add the Temecula Community Services District and the Temecula Housing Authority as members of the Authority. The Authority is administered by a five -member Board of Directors, which currently consists of the members of the City Council of the City. The Authority has no independent staff. The Executive Director of the Authority is the City Manager of the City, and the Treasurer of the Authority is the City's Chief Financial Officer. The Executive Director administers the day-to- day affairs of the Authority, and the Treasurer has custody of all money of the Authority from whatever source. -52- SPECIAL RISK FACTORS The following is a description of certain risk factors affecting the District, the property owners in the District, the parcels subject to the levy of Special Taxes and the payment of and security for the 2023 Bonds. The following discussion of risks is not meant to be a complete list of the risks associated with the purchase of the 2023 Bonds and does not necessarily reflect the relative importance of the various risks. Potential investors are advised to consider the following factors along with all other information in this Official Statement in evaluating the investment quality of the 2023 Bonds. There can be no assurance that other risk factors will not become material in the future. No General Obligation of the Authority or the District The Authority's obligations under the 2023 Bonds and under the Fiscal Agent Agreement are limited obligations of the Authority on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and amounts in the Special Tax Fund, the Bond Fund and the Reserve Fund. The 2023 Bonds are neither general or special obligations of the Authority nor general obligations of the District, but are limited obligations of the Authority for the District payable solely from the revenues and funds pledged therefor and under the Fiscal Agent Agreement. None of the faith and credit of the District, the Authority or the State of California or of any of their respective political subdivisions is pledged to the payment of the 2023 Bonds. Property Value The value of land within the District is a critical factor in determining the investment quality of the 2023 Bonds. If a landowner defaults in the payment of the Special Tax, the only legal remedy is the institution of a superior court action to foreclose on the delinquent Taxable Property in an attempt to obtain funds with which to pay the Special Tax. The value of the taxable parcels in the District could be adversely affected by economic factors beyond the Authority's control, including, without limitation, (i) adverse changes in local market conditions, such as changes in the market value of real property in the vicinity of the District, the supply of or demand for competitive properties in such area, and the market value of residential property in the event of sale or foreclosure; (ii) changes in real estate tax rates and other operating expenses, governmental rules (including, without limitation, zoning laws and laws relating to endangered species and hazardous materials) and fiscal policies; and (iii) natural disasters (including, without limitation, wildfire, earthquakes and floods), which may result in uninsured losses. See "SPECIAL TAX FACTORS —Natural Disasters." No assurances can be given that the real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of such sale will be sufficient to pay the delinquent Special Tax installment. Although the Act authorizes the Authority to cause such an action to be commenced and diligently pursued to completion, the Act does not specify any obligation of the Authority with regard to purchasing or otherwise acquiring any lot or parcel of property sold at the foreclosure sale in any such action if there is no other purchaser at such sale. The Authority is not obligated and does not expect to be a bidder at any such foreclosure sale. See "SPECIAL TAX FACTORS —Proceeds of Foreclosure Sale." Concentration of Ownership The Primary Developer, SHAWOOD, Taylor Morrison, Richmond American and Wingsweep Corporation currently own all of the land in the District not yet sold to homebuyers. See "THE DISTRICT —The Primary Developer, The Merchant Builders and -53- Wingsweep Corporation." The lack of diversity in the obligation to pay the Special Tax represents a significant risk to the owners of the 2023 Bonds. Failure of any owner of a significant portion of the land in the District to pay the annual Special Tax when due could result in a default in payments of the principal of, and interest on, the 2023 Bonds. See "SPECIAL RISK FACTORS —Insufficiency of Special Tax Revenues" below. Failure to Complete Development The completion of the planned development of the property in the District includes the construction of public infrastructure, public facilities and other site work. While construction of most of the needed public infrastructure has been completed, the remainder of the infrastructure is expected to be completed over a multiple year period. Any event that significantly impacts the ability to complete the development of the property in the District on a timely basis (such as strikes or other work stoppages, loan defaults, adverse weather conditions, catastrophic events such as earthquakes or other natural events, or other similar events) could cause the value of the land within the District to be less than that estimated by the Appraiser and could affect the willingness and ability of the landowners in the District to pay the Special Taxes when due. See "THE DISTRICT —Sommers Bend" for information regarding the status of development in the District. Government Approvals Development within the District is contingent upon the completion, and acceptance by various public agencies, of infrastructure improvements, as well as the issuance by the City of building and other ministerial permits for homes and any commercial structure to be constructed in the District. The failure to commence and complete the required infrastructure improvements and to obtain any such permits in a timely manner could adversely affect land development within the District. Payment of the Special Tax is not a Personal Obligation The owners of the parcels in the District are not personally obligated to pay the Special Tax. Rather, the Special Tax is an obligation that is secured only by a lien against the parcels on which it is levied. If the value of the taxable parcels is not sufficient to secure fully the payment of the Special Tax, the Authority has no recourse against the property owners. FDIC/Federal Government Interests in Properties General. The ability of the District to foreclose the lien of delinquent unpaid Special Tax installments may be limited with regard to properties in which the Federal Deposit Insurance Corporation (the "FDIC'), the Drug Enforcement Agency, the Internal Revenue Service, or other federal agency has or obtains an interest. Federal courts have held that, based on the supremacy clause of the United States Constitution, in the absence of Congressional intent to the contrary, a state or local agency cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the federal government interest. The supremacy clause of the United States Constitution reads as follows: "This Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and all Treaties made, or which shall be made, under the Authority of the United States, shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the contrary notwithstanding." -54- This means that, unless Congress has otherwise provided, if a federal governmental entity owns a parcel that is subject to Special Taxes within the District but does not pay taxes and assessments levied on the parcel (including Special Taxes), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments. Moreover, unless Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the District wishes to foreclose on the parcel as a result of delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on a parity with the Special Taxes and preserve the federal government's mortgage interest. In Rust v. Johnson (9th Circuit; 1979) 597 F.2d 174, the United States Court of Appeal, Ninth Circuit held that the Federal National Mortgage Association ("FNMA") is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by FNMA constitutes an exercise of state power over property of the United States. FDIC. In the event that any financial institution making any loan which is secured by real property within the District is taken over by the FDIC, and prior thereto or thereafter the loan or loans go into default, resulting in ownership of the property by the FDIC, then the ability of the District to collect interest and penalties specified by State law and to foreclose the lien of delinquent unpaid Special Taxes may be limited. The FDIC's policy statement regarding the payment of state and local real property taxes (the "Policy Statement") provides that property owned by the FDIC is subject to state and local real property taxes only if those taxes are assessed according to the property's value, and that the FDIC is immune from real property taxes assessed on any basis other than property value. According to the Policy Statement, the FDIC will pay its property tax obligations when they become due and payable and will pay claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly administration of the institution's affairs, unless abandonment of the FDIC's interest in the property is appropriate. The FDIC will pay claims for interest on delinquent property taxes owed at the rate provided under state law, to the extent the interest payment obligation is secured by a valid lien. The FDIC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts. If any property taxes (including interest) on FDIC -owned property are secured by a valid lien (in effect before the property became owned by the FDIC), the FDIC will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to levy, attachment, garnishment, foreclosure or sale without the FDIC's consent. In addition, the FDIC will not permit a lien or security interest held by the FDIC to be eliminated by foreclosure without the FDIC's consent. The Policy Statement states that the FDIC generally will not pay non -ad valorem taxes, including special assessments, on property in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize the validity of any lien to the extent it purports to secure the payment of any such amounts. Special taxes imposed under the Act and a rate and method of apportionment which determines the special tax due each year are specifically identified in the Policy Statement as being imposed each year and therefore covered by the FDIC's federal immunity. The Ninth Circuit has issued a ruling on August 28, 2001 in which it determined that the FDIC, as a federal agency, is exempt from special taxes levied pursuant to the Act. The Authority is unable to predict what effect the application of the Policy Statement would have in the event of a delinquency in the payment of Special Taxes on a parcel within the -55- District in which the FDIC has or obtains an ownership interest, although prohibiting the lien of the Special Taxes to be foreclosed out at a judicial foreclosure sale could reduce or eliminate the number of persons willing to purchase a parcel at a foreclosure sale. Such an outcome could cause a draw on the Reserve Fund and perhaps, ultimately, if enough property were to become owned by the FDIC, a default in payment on the 2023 Bonds. Exempt Properties Certain properties are exempt from the Special Tax in accordance with the Rate and Method. In addition, the Act provides that properties or entities of the state, federal or local government are exempt from the Special Tax; provided, however, that property within the District acquired by a public entity through a negotiated transaction, or by gift or devise, that is not otherwise exempt from the Special Tax, will continue to be subject to the Special Tax. It is possible that property acquired by a public entity following a tax sale or foreclosure based upon failure to pay taxes could become exempt from the Special Tax. In addition, the Act provides that if property subject to the Special Tax is acquired by a public entity through eminent domain proceedings, the obligation to pay the Special Tax with respect to that property, for outstanding Bonds only, is to be treated as if it were a special assessment. The constitutionality and operation of these provisions of the Act have not been tested. In particular, insofar as the Act requires payment of the Special Tax by a federal entity acquiring property within the District, it may be unconstitutional (see "SPECIAL RISK FACTORS —FDIC / Federal Government Interests in Properties"). If for any reason property within the District becomes exempt from taxation by reason of ownership by a nontaxable entity such as the federal government or another public agency, subject to the limitation of the Maximum Rate, the Special Tax will be reallocated to the remaining taxable properties within the District. This would result in the owners of such property paying a greater amount of the Special Tax and could have an adverse impact upon the timely payment of the Special Tax. Moreover, if a substantial portion of land within the District becomes exempt from the Special Tax because of public ownership, or otherwise, the maximum rate that could be levied upon the remaining acreage might not be sufficient to pay principal of and interest on the Series Prior Bonds when due and a default would occur with respect to the payment of such principal and interest. Parity Taxes and Special Assessments The Special Taxes and any penalties thereon will constitute liens against the taxable parcels in the District until they are paid. Such lien is on a parity with all special taxes and special assessments levied by other agencies and is coequal to and independent of the lien for general property taxes regardless of when they are imposed upon the taxable parcel. The Special Tax B, not pledged to the payment of the 2023 Bonds, is collected with, and secured by the same lien that secures the payment of, the Special Tax A. The Special Taxes have priority over all existing and future private liens imposed on the property. The Authority, however, has no control over the ability of other entities and districts to issue indebtedness secured by special taxes or assessments payable from all or a portion of the taxable parcels within the District subject to the levy of Special Taxes. In addition, the landowners within the District may, without the consent or knowledge of the District, petition other public agencies to issue public indebtedness secured by special taxes or assessments, and any such special taxes or assessments may have a lien on such property on a parity with the Special Taxes. The imposition of additional indebtedness could reduce the willingness and the ability of the property owners within the District to pay the Special Taxes when due. See "THE DISTRICT —Direct and Overlapping Governmental Obligations." -56- Insufficiency of Special Taxes In order to pay debt service on the 2023 Bonds, it is necessary that the Special Taxes levied against taxable parcels within the District be paid in a timely manner. The Authority has established the Reserve Fund in an amount equal to the Reserve Requirement to pay debt service on the Bonds to the extent Special Taxes are not paid on time and other funds are not available. See "SECURITY FOR THE 2023 BONDS —Reserve Fund" and Appendix C - "Summary of the Fiscal Agent Agreement —Reserve Fund." Under the Fiscal Agent Agreement, the Authority has covenanted to maintain in the Reserve Fund an amount equal to the Reserve Requirement; subject, however, to the limitations that (i) the Authority may not levy the Special Tax in any fiscal year at a rate in excess of the Maximum Special Tax rates permitted under the Rate and Method and (ii) per the Act, under no circumstances will the Special Tax levied against any Assessor's Parcel of Residential Property for which an occupancy permit for private residential use has been issued be increased by more than ten percent as a consequence of delinquency or default by the owner of any other Assessor's Parcel within the District. See "SECURITY FOR THE 2023 BONDS —Summary of Rate and Method Special Tax Formula - Calculation of Annual Special Tax." Consequently, if a delinquency occurs, the Authority may be unable to replenish the Reserve Fund to the Reserve Requirement due to the limitation of the Maximum Special Tax rates. If such defaults were to continue in successive years, the Reserve Fund could be depleted and a default on the Bonds would occur if proceeds of a foreclosure sale did not yield a sufficient amount to pay the delinquent Special Taxes. The Authority has made certain covenants regarding the institution of foreclosure proceedings to sell any property with delinquent Special Taxes in order to obtain funds to pay debt service on the Bonds. See "SECURITY FOR THE 2023 BONDS —Covenant for Superior Court Foreclosure." If foreclosure proceedings were ever instituted, any mortgage or deed of trust holder could, but would not be required to, advance the amount of delinquent Special Taxes to protect its security interest. Tax Delinquencies Under provisions of the Act, the Special Taxes, from which funds necessary for the payment of principal of, and interest on, the Bonds are derived, are being billed to the taxable parcels within the District on the regular property tax bills sent to owners of the parcels. Such Special Tax installments are due and payable, and bear the same penalties and interest for non- payment, as do regular property tax installments. Special Tax installment payments cannot be made separately from property tax payments. Therefore, the unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and Special Tax installment payments in the future. See "SECURITY FOR THE 2023 BONDS — Reserve Fund" and "—Covenant for Superior Court Foreclosure" for a discussion of the provisions which apply, and procedures which the District is obligated to follow under the Fiscal Agent Agreement, in the event of delinquency in the payment of Special Tax installments. See also "THE DISTRICT —Special Tax Delinquencies" for historical Special Tax delinquency history. Also, as noted under "SECURITY FOR THE 2023 BONDS —Summary of Rate and Method," the Act provides that under no circumstances will the Special Taxes levied against any Parcel used as a private residence be increased as a consequence of delinquency or default by the owner of any other Parcel or Parcels within the District by more than ten percent (10%) per Fiscal Year. In addition, the Rate and Method provides that under no circumstances will the Acreage Special Tax be levied against Parcels of Developed Residential Property if the Special Taxes which may be levied pursuant to the first and second steps described under the -57- subheading "Method of Apportionment" in the section entitled "SECURITY FOR THE 2023 BONDS —Summary of Rate and Method," are equal to or greater than the sum of estimated Administrative Expenses and one hundred ten percent (110%) of the then maximum annual debt service for outstanding Bonds. Bankruptcy Delays The payment of the Special Tax and the ability of the Authority to commence a superior court action to foreclose the lien of a delinquent unpaid Special Tax, as discussed in "SECURITY FOR THE 2023 BONDS —Covenant for Superior Court Foreclosure," may be limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the laws of the State of California relating to judicial foreclosure. Legal opinions to be delivered concurrently with the delivery of the 2023 Bonds (including Bond Counsel's approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases. Although bankruptcy proceedings would not cause the Special Taxes to become extinguished, bankruptcy of a property owner or any other person claiming an interest in the property could result in a delay in superior court foreclosure proceedings and could result in the possibility of Special Tax installments not being paid in part or in full. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the 2023 Bonds. Proceeds of Foreclosure Sales Pursuant to Section 53356.1 of the Act, in the event of any delinquency in the payment of any Special Tax, the Board of Directors, as the legislative body of the District, may order that the Special Taxes be collected by a superior court action to foreclose the lien within specified time limits. The Authority has covenanted in the Fiscal Agent Agreement that it will, under certain circumstances, commence such a foreclosure action. See "SECURITY FOR THE 2023 BONDS — Covenant for Superior Court Foreclosure." No assurances can be given that a taxable parcel in the District that would be subject to a judicial foreclosure sale for delinquent Special Taxes will be sold or, if sold, that the proceeds of such sale will be sufficient to pay the delinquent Special Tax installment. Although the Act authorizes the Authority to cause such an action to be commenced and diligently pursued to completion, the Act does not specify any obligation of the Authority with regard to purchasing or otherwise acquiring any lot or parcel of property sold at the foreclosure sale in any such action if there is no other purchaser at such sale and the Authority has not in any way agreed nor does it expect to be such a bidder. In a foreclosure proceeding, a judgment debtor (i.e., the property owner) has 140 days from the date of service of the notice of levy in which to redeem the property to be sold and may have other redemption rights afforded by law. If a judgment debtor fails to so redeem and the property is sold, his only remedy is an action to set aside the sale, which must be brought within 90 days of the date of sale if the purchaser at the sale was the judgment creditor. If a foreclosure sale is thereby set aside, the judgment is revived and the judgment creditor is entitled to interest on the revived judgment as if the sale had not been made. If foreclosure proceedings were ever instituted, any holder of a mortgage or deed of trust on the affected property could, but would not be required to, advance the amount of the delinquent Special Tax installment to protect its security interest. -58- In the event such superior court foreclosure or foreclosures are necessary, there could be a delay in principal and interest payments to the owners of the 2023 Bonds pending prosecution of the foreclosure proceedings and receipt by the District of the proceeds of the foreclosure sale, if any. Judicial foreclosure actions are subject to the normal delays associated with court cases and may be further slowed by bankruptcy actions and other factors beyond the control of the Authority, including delay due to crowded local court calendars or legal tactics and, in any event could take several years to complete. In particular, bankruptcy proceedings involving the Primary Developer or any other owner of a significant number of the taxable parcels in the District could cause a delay, reduction or elimination in the flow of Special Tax Revenues to the Fiscal Agent. See "SPECIAL RISK FACTORS —Bankruptcy Delays." Natural Disasters The value of the Taxable Property in the future can be adversely affected by a variety of natural occurrences, particularly those that may affect infrastructure and other public improvements and private improvements on the Taxable Property and the continued habitability and enjoyment of such private improvements. Such occurrences include, without limitation, wildfire, earthquakes and floods. One or more of such natural disasters could occur and could result in damage to improvements of varying seriousness. The damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost, or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances, the value of the Taxable Property may well depreciate or disappear. Wildfires While there have been no wildfires that have affected property in the City, there have been two wildfires in the last three years in the general area, the Tenaja fire in 2019 and the Chaparral fire in 2021. Both fires were over ten miles from the City boundary, and the District is located on the other side of the City. There have also been recent wildfires in the County of San Diego, but none have crossed into Riverside County or had any impact on property in the City. Hazardous Substances The presence of hazardous substances on a parcel may result in a reduction in the value of a parcel. In general, the owners and operators of a parcel may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as "CERCLA" or the "Superfund Act," is the most well-known and widely applicable of these laws, but California laws with regard to hazardous substances are also stringent and similar. Under many of these laws, the owner or operator is obligated to remedy a hazardous substance condition of property whether or not the owner or operator has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the taxed parcels be affected by a hazardous substance, is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller. The Authority has not independently verified, but is not aware of, the presence of any hazardous substances within the District. -59- Disclosure to Future Purchasers The willingness or ability of an owner of a parcel to pay the Special Tax, even if the value of the property is sufficient to justify payment, may be affected by whether or not the owner was given due notice of the Special Tax authorization at the time the owner purchased the parcel, was informed of the amount of the Special Tax on the parcel should the Special Tax be levied at the maximum tax rate and, at the time of such a levy, has the ability to pay it as well as pay other expenses and obligations. The Authority has caused a notice of the Special Tax to be recorded in the Office of the Riverside County Recorder against the parcels in the District. Although title companies normally refer to such notices in title reports, there can be no guarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider such Special Tax obligation when purchasing a property within the District or lending money thereon, as applicable. California Civil Code Section 1102.6b requires that, in the case of transfers, the seller must at least make a good faith effort to notify the prospective purchaser of the special tax lien in a format prescribed by statute. Failure by an owner of the property to comply with the above requirements, or failure by a purchaser or lessor to consider or understand the nature and existence of the Special Tax, could adversely affect the willingness and ability of the purchaser or lessor to pay the Special Tax when due. Potential Early Redemption of 2023 Bonds from Special Tax Prepayments Property owners within the District are permitted to prepay their Special Taxes in full or in part at any time. Any such prepayments will result in a mandatory redemption of 2023 Bonds on any date for which timely notice may be given under the Fiscal Agent Agreement following the receipt of the Special Tax prepayment. Any resulting redemption of 2023 Bonds that were purchased at a price greater than par could reduce the otherwise expected yield on such 2023 Bonds. The Authority cannot predict whether and if so when Special Tax prepayments will occur in the future. See "THE 2023 BONDS - Redemption - Mandatory Redemption from Special Tax Prepayments." Cybersecurity The City, the employees of which conduct the operations of the Authority including those related to the District, like many other public and private entities, relies on a large and complex technology environment to conduct its operations. As a recipient and provider of personal, private, or sensitive information, the City is subject to multiple cyber threats including, but not limited to, hacking, viruses, malware and other attacks on computer and other sensitive digital networks and systems. Entities or individuals may attempt to gain unauthorized access to the City's digital systems for the purposes of misappropriating assets or information or causing operational disruption and damage. No assurance can be given that the efforts of the City to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City, or the administration of the District and the Bonds. The City is also reliant on other entities and service providers in connection with the administration of the Bonds, including without limitation the County tax collector for the levy and collection of Special Taxes and the Fiscal Agent. No assurance can be given that the City and these other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners. W COVID-19 Pandemic General. Information about the State's current status regarding the Coronavirus disease can be found at the State's website, www.covidl9.ca.gov. Also see the County's website www.rivcoph.org for up to date information regarding COVID-19 restrictions in place in the County. Reference to the State's and the County's website is included in this Official Statement for general information only and information on such website is not included in this Official Statement by reference to such website. See "THE DISTRICT —The Primary Landowner, the Merchant Builders and Wingsweep Corporation for the effect of the COVID-19 pandemic on the operations of the Primary Developer and Taylor Morrison. The Special Taxes are collected on ad valorem property tax bills delivered by the County. Property tax delinquencies may increase as a consequence of economic difficulties of property owners arising from the impact of the Coronavirus disease. No Acceleration Provision The 2023 Bonds and the Fiscal Agent Agreement do not contain a provision allowing for the acceleration of the 2023 Bonds in the event of a payment default or other default under the terms of the 2023 Bonds or the Fiscal Agent Agreement or in the event interest on the 2023 Bonds becomes included in gross income for federal income tax purposes. Taxability Risk As discussed herein under the caption "TAX MATTERS," interest on the 2023 Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date the 2023 Bonds were issued, as a result of future acts or omissions of the Authority in violation of its covenants in the Fiscal Agent Agreement. There is no provision in the 2023 Bonds or the Fiscal Agent Agreement for special redemption or acceleration or for the payment of additional interest should such an event of taxability occur, and the 2023 Bonds will remain outstanding until maturity or until redeemed under one of the other redemption provisions contained in the Fiscal Agent Agreement. In addition, as discussed under the caption "TAX MATTERS," Congress has considered in the past, is currently considering and may consider in the future, legislative proposals, including some that carry retroactive effective dates, that, if enacted, would alter or eliminate the exclusion from gross income for federal income tax purposes of interest on municipal bonds, such as the 2023 Bonds. Prospective purchasers of the 2023 Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation. The Authority can provide no assurance that federal tax law will not change while the 2023 Bonds are outstanding or that any such changes will not adversely affect the exclusion of interest on the 2023 Bonds from gross income for federal income tax purposes. If the exclusion of interest on the 2023 Bonds from gross income for federal income tax purposes were amended or eliminated, it is likely that the market price for the 2023 Bonds would be adversely impacted. Enforceability of Remedies The remedies available to the Fiscal Agent and the registered owners of the 2023 Bonds upon a default under the Fiscal Agent Agreement or any other document described in this Official Statement are in many respects dependent upon regulatory and judicial actions that are often subject to discretion and delay. Under existing law and judicial decisions, the remedies provided for under such documents may not be readily available or may be limited. Any legal opinions to be delivered concurrently with the issuance of the 2023 Bonds will be qualified to -61- the extent that the enforceability of the legal documents with respect to the 2023 Bonds is subject to limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally and by equitable remedies and proceedings generally. Judicial remedies, such as foreclosure and enforcement of covenants, are subject to exercise of judicial discretion. A California court may not strictly apply certain remedies or enforce certain covenants if it concludes that application or enforcement would be unreasonable under the circumstances and it may delay the application of such remedies and enforcement. No Secondary Market No representation is made concerning any secondary market for the 2023 Bonds. There can be no assurance that any secondary market will develop for the 2023 Bonds. Investors should understand the long-term and economic aspects of an investment in the 2023 Bonds and should assume that they will have to bear the economic risks of their investment to maturity. An investment in the 2023 Bonds may be unsuitable for any investor not able to hold the 2023 Bonds to maturity. Proposition 218 An initiative measure entitled the "Right to Vote on Taxes Act" (the "Initiative') was approved by the voters of the State at the November 5, 1996 general election. The Initiative added Article XIIIC and Article XIIID to the California Constitution. According to the "Title and Summary" of the Initiative prepared by the California Attorney General, the Initiative limits "the authority of local governments to impose taxes and property -related assessments, fees and charges." Provisions of the Initiative have been and will continue to be interpreted by the courts. The Initiative could potentially impact the Special Taxes otherwise available to the District to pay the principal of and interest on the 2023 Bonds as described below. Among other things, Section 3 of Article XIIIC states, "...the initiative power shall not be prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge." The Act provides for a procedure, which includes notice, hearing, protest and voting requirements to alter the rate and method of apportionment of an existing special tax. However, the Act prohibits a legislative body from adopting any resolution to reduce the rate of any special tax or terminate the levy of any special tax pledged to repay any debt incurred pursuant to the Act unless such legislative body determines that the reduction or termination of the special tax would not interfere with the timely retirement of that debt. On July 1, 1997, the Governor of the State signed a bill into law enacting Government Code Section 5854, which states that: Section 3 of Article XIIIC of the California Constitution, as adopted at the November 5, 1996, general election, shall not be construed to mean that any municipal security, purchased the risk of, or in any way cc measure that constitutes an protected by Section 10 of Constitution. owner or beneficial owner of a before or after that date, assumes isents to, any action by initiative Impairment of contractual rights Article I of the United States Accordingly, although the matter is not free from doubt, it is likely that Article XIIIC has not conferred on the voters the power to repeal or reduce the Special Taxes if such reduction would interfere with the timely retirement of the 2023 Bonds. -62- It may be possible, however, for voters or the District or the Board of Directors of the Authority acting as the legislative body of the District to reduce the Special Taxes in a manner that does not interfere with the timely repayment of the 2023 Bonds, but which does reduce the maximum amount of Special Taxes that may be levied in any year below the existing levels. Furthermore, no assurance can be given with respect to the future levy of the Special Taxes in amounts greater than the amount necessary for the timely retirement of the 2023 Bonds. Therefore, no assurance can be given with respect to the levy of Special Taxes for Administrative Expenses (as defined in the Fiscal Agent Agreement). Nevertheless, the Authority has covenanted that it will not consent to, or conduct proceedings with respect to, a reduction in the maximum Special Taxes that may be levied in the District on Developed Property below an amount, for any Bond Year, equal to 110% of the aggregate of the debt service due on the 2023 Bonds in such Bond Year, plus a reasonable estimate of Administrative Expenses for each such Bond Year. However, no assurance can be given as to the enforceability of the foregoing covenant. The interpretation and application of Article XIIIC and Article XIIID will ultimately be determined by the courts with respect to a number of the matters discussed above, and it is not possible at this time to predict with certainty the outcome of such determination or the timeliness of any remedy afforded by the courts. See "—Enforceability of Remedies." Ballot Initiatives Articles XIIIC and XIIID of the California Constitution were adopted pursuant to measures qualified for the ballot pursuant to California's constitutional initiative process, and the State Legislature has in the past enacted legislation that has altered the spending limitations or established minimum funding provisions for particular activities. On March 6, 1995 in the case of Rossi v. Brown, the State Supreme Court held that an initiative can repeal a tax ordinance and prohibit the imposition of further such taxes and that the exemption from the referendum requirements does not apply to initiatives. From time to time, other initiative measures could be adopted by California voters or legislation enacted by the legislature. The adoption of any such initiative or legislation might place limitations on the ability of the State, the Authority, or local districts to increase revenues or to increase appropriations. IRS Audit of Tax -Exempt Bond Issues The Internal Revenue Service has initiated an expanded program for the auditing of tax- exempt bond issues, including both random and targeted audits. It is possible that the 2023 Bonds will be selected for audit by the Internal Revenue Service. It is also possible that the market value of the 2023 Bonds might be affected as a result of such an audit of the 2023 Bonds (or by an audit of similar bonds). See "TAX MATTERS." TAX MATTERS Federal tax law contains a number of requirements and restrictions which apply to the 2023 Bonds, including investment restrictions, periodic payments of arbitrage profits to the United States, requirements regarding the proper use of bond proceeds and the facilities financed therewith, and certain other matters. The Authority has covenanted in the Fiscal Agent Agreement to comply with all requirements that must be satisfied in order for the interest on the 2023 Bonds to be excludable from gross income for federal income tax purposes. Failure to comply with certain of such covenants could cause interest on the 2023 Bonds to become includable in gross income for federal income tax purposes retroactively to the date of issuance of the 2023 Bonds. -63- Subject to the Authority's compliance with the above -referenced covenants, under present law, in the opinion of Quint & Thimmig LLP, Bond Counsel, interest on the 2023 Bonds is excludable from the gross income of the owners thereof for federal income tax purposes and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals under the Internal Revenue Code of 1986, as amended (the "Code"). For tax years beginning after December 31, 2022, interest on the Bonds may affect the corporate alternative minimum tax for certain corporations. In rendering its opinion, Bond Counsel will rely upon certifications of the Authority with respect to certain material facts within the Authority's knowledge. Bond Counsel's opinion represents its legal judgment based upon its review of the law and the facts that it deems relevant to render such opinion and is not a guarantee of a result. Ownership of the 2023 Bonds may result in collateral federal income tax consequences to certain taxpayers. Prospective purchasers of the 2023 Bonds should consult their tax advisors as to applicability of any such collateral consequences. The issue price (the "Issue Price") for each maturity of the 2023 Bonds is the price at which a substantial amount of such maturity of the 2023 Bonds is first sold to the public. The Issue Price of a maturity of the 2023 Bonds may be different from the price set forth, or the price corresponding to the yield set forth, on the inside cover page of this Official Statement. If the Issue Price of a maturity of the 2023 Bonds is less than the Maturity Value payable at maturity, the difference between the Issue Price of each such maturity, if any, of the 2023 Bonds (the "OID 2023 Bonds") and the Maturity Value payable at maturity is original issue discount. For an investor who purchases an OID 2023 Bond in the initial public offering at the Issue Price for such maturity and who holds such OID 2023 Bond to its stated maturity, subject to the condition that the Authority comply with the covenants discussed above, (a) the full amount of original issue discount with respect to such OID 2023 Bond constitutes interest which is excludable from the gross income of the owner thereof for federal income tax purposes; (b) such owner will not realize taxable capital gain or market discount upon payment of such OID 2023 Bond at its stated maturity; (c) such original issue discount is not included as an item of tax preference in computing the alternative minimum tax for individuals and corporations under the Code, but is taken into account in computing an adjustment used in determining the alternative minimum tax for certain corporations under the Code, as described above; and (d) the accretion of original issue discount in each year may result in an alternative minimum tax liability for corporations or certain other collateral federal income tax consequences in each year even though a corresponding cash payment may not be received until a later year. Owners of OID 2023 Bonds should consult their own tax advisors with respect to the state and local tax consequences of original issue discount on such OID 2023 Bonds. Owners of 2023 Bonds who dispose of 2023 Bonds prior to the stated maturity (whether by sale, redemption or otherwise), purchase 2023 Bonds in the initial public offering, but at a price different from the Issue Price or purchase 2023 Bonds subsequent to the initial public offering should consult their own tax advisors. If a 2023 Bond is purchased at any time for a price that is less than the 2023 Bond's stated redemption price at maturity or, in the case of an OID 2023 Bond, its Issue Price plus accreted original issue discount reduced by payments of interest included in the computation of original issue discount and previously paid (the "Revised Issue Price"), the purchaser will be treated as -64- having purchased a 2023 Bond with market discount subject to the market discount rules of the Code (unless a statutory de minimis rule applies). Accrued market discount is treated as taxable ordinary income and is recognized when a 2023 Bond is disposed of (to the extent such accrued discount does not exceed gain realized) or, at the purchaser's election, as it accrues. Such treatment would apply to any purchaser who purchases an OID 2023 Bond for a price that is less than its Revised Issue Price even if the purchase price exceeds par. The applicability of the market discount rules may adversely affect the liquidity or secondary market price of such 2023 Bond. Purchasers should consult their own tax advisors regarding the potential implications of market discount with respect to the 2023 Bonds. An investor may purchase a 2023 Bond at a price in excess of its stated principal amount. Such excess is characterized for federal income tax purposes as "bond premium" and must be amortized by an investor on a constant yield basis over the remaining term of the 2023 Bond in a manner that takes into account potential call dates and call prices. An investor cannot deduct amortized bond premium relating to a tax-exempt bond. The amortized bond premium is treated as a reduction in the tax-exempt interest received. As bond premium is amortized, it reduces the investor's basis in the 2023 Bond. Investors who purchase a 2023 Bond at a premium should consult their own tax advisors regarding the amortization of bond premium and its effect on the 2023 Bond's basis for purposes of computing gain or loss in connection with the sale, exchange, redemption or early retirement of the 2023 Bond. There are or may be pending in the Congress of the United States legislative proposals, including some that carry retroactive effective dates, that, if enacted, could alter or amend the federal tax matters referred to above or affect the market value of the 2023 Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, it would apply to bonds issued prior to enactment. Prospective purchasers of the 2023 Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation. Bond Counsel expresses no opinion regarding any pending or proposed federal tax legislation. The Internal Revenue Service (the "Service") has an ongoing program of auditing tax- exempt obligations to determine whether, in the view of the Service, interest on such tax- exempt obligations is includable in the gross income of the owners thereof for federal income tax purposes. It cannot be predicted whether or not the Service will commence an audit of the 2023 Bonds. If an audit is commenced, under current procedures the Service may treat the Authority as a taxpayer and the 2023 Bondholders may have no right to participate in such procedure. The commencement of an audit could adversely affect the market value and liquidity of the 2023 Bonds until the audit is concluded, regardless of the ultimate outcome. Payments of interest on, and proceeds of the sale, redemption or maturity of, tax exempt obligations, including the 2023 Bonds, are in certain cases required to be reported to the Service. Additionally, backup withholding may apply to any such payments to any 2023 Bond owner who fails to provide an accurate Form W-9 Request for Taxpayer Identification Number and Certification, or a substantially identical form, or to any 2023 Bond owner who is notified by the Service of a failure to report any interest or dividends required to be shown on federal income tax returns. The reporting and backup withholding requirements do not affect the excludability of such interest from gross income for federal tax purposes. In the further opinion of Bond Counsel, interest on the 2023 Bonds is exempt from California personal income taxes. Ownership of the 2023 Bonds may result in other state and local tax consequences to certain taxpayers. Bond Counsel expresses no opinion regarding any such collateral -65- consequences arising with respect to the 2023 Bonds. Prospective purchasers of the 2023 Bonds should consult their tax advisors regarding the applicability of any such state and local taxes. The complete text of the final opinion that Bond Counsel expects to deliver upon issuance of the 2023 Bonds is set forth in Appendix D. LEGAL MATTERS Concurrent with the issuance of the 2023 Bonds, Quint & Thimmig LLP, Larkspur, California, Bond Counsel, will render its opinion substantially in the form set forth in Appendix D to this Official Statement. Certain legal matters with respect to the 2023 Bonds will be passed upon for the Authority and the District by Richards, Watson & Gershon, A Professional Corporation, Los Angeles, California, in their capacity as attorneys for the Authority, and for the Authority by Quint & Thimmig LLP, Larkspur, California, acting as Disclosure Counsel. Certain legal matters will be passed upon for the Underwriter by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California. Payment of the fees and expenses of Underwriter's Counsel is contingent on the issuance of the 2023 Bonds. At times Quint & Thimmig LLP represents Stifel, Nicolaus & Company, Inc., the Underwriter for the 2023 Bonds, in matters unrelated to the 2023 Bonds. NO RATING The Authority has not made, and does not intend to make, any application to any rating agency for the assignment of a rating to the 2023 Bonds. NO LITIGATION The Authority is not aware of any pending or threatened litigation challenging the validity of the 2023 Bonds, the Special Taxes securing the 2023 Bonds, or any action taken by the Authority in connection with the formation of the District, the levying of the Special Taxes or the issuance of the 2023 Bonds. The Bond Purchase Agreement between the Authority and the Underwriter requires that each of the Primary Developer, Taylor Morrison, Richmond American and Wingsweep Corporation deliver a certificate on the date of issuance of the 2023 Bonds to the effect that no action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body, is pending, or to its actual knowledge is overtly threatened, in any way seeking to restrain such entity's development of the property it owns in the District or in any way seeking to invalidate or set aside any approval or permit relating to the development of such property. MUNICIPAL ADVISOR The Authority has retained Fieldman, Rolapp & Associates, Inc., Irvine, California, as its Municipal Advisor (the "Municipal Advisor") in connection with the authorization and delivery of the 2023 Bonds. The Municipal Advisor has assisted in various matters relating to the planning, structuring and sale of the 2023 Bonds. The Municipal Advisor has not independently verified any of the data contained in the Official Statement or conducted a detailed investigation of the affairs of the Authority or the District to determine the accuracy or completely of this Official Statement. UNDERWRITING The 2023 Bonds are being purchased through negotiation by Stifel, Nicolaus & Company, Incorporated (the "Underwriter"). The Underwriter agreed to purchase the 2023 Bonds at a price of $ (which is equal to the par amount of the 2023 Bonds, less (plus) an original issue discount (premium) of $ , and less an underwriter's discount of $ ). The initial public offering prices set forth on the inside cover page may be changed by the Underwriter. The Underwriter may offer and sell the 2023 Bonds to certain dealers and others at prices lower than the public offering prices set forth on the inside cover page hereof. CONTINUING DISCLOSURE The Authority The Authority will covenant in a Continuing Disclosure Agreement for the benefit of the Owners of the 2023 Bonds to provide Annual Reports that include certain annual financial information and operating data, and to provide notices of the occurrence of certain enumerated events. The Authority has retained Albert A. Webb Associates to act as the Dissemination Agent under the Continuing Disclosure Agreement. The Authority or the Dissemination Agent, on behalf of the Authority, will file the Annual Reports and notices as required by the Continuing Disclosure Agreement with the Municipal Securities Rulemaking Board. See Appendix E — "Form of Continuing Disclosure Agreement of the Authority" for the complete text of the Authority's Continuing Disclosure Agreement. The covenants of the Authority in the Continuing Disclosure Agreement have been made in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) (the "Rule") promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. During the last five Fiscal Years, the Authority has complied in all material respects with its obligations under several continuing disclosure agreements entered into in connection with various community facilities district special tax bonds that it has issued. The Primary Developer Although the Primary Developer is not an obligated person under Rule 15c2-12, the Primary Developer has agreed, for the benefit of the owners of the 2023 Bonds to enter into a Continuing Disclosure Certificate covenanting to provide certain information regarding the development of its property and notice of certain material events as they occur. The Primary Developer has represented that, based on a review of prior continuing disclosure undertakings, the Primary Developer and its Relevant Entities (as defined the Letter of Representations to be delivered by the Primary Developer in connection with the 2023 Bonds) have not failed to comply in any material respect with any previous undertaking by it to provide periodic continuing disclosure reports or notices of listed events with respect to community facilities districts or assessment districts in Southern California within the past five years. -67- The obligations of the Primary Developer under its Continuing Disclosure Certificate will terminate upon the earliest to occur of: (i) the legal defeasance, prior redemption or payment in full of all of the 2023 Bonds; and (ii) the date on which the Primary Developer and any affiliate of the Primary Developer owns property in the District subject to less than twenty percent (20yo) of the then annual Special Tax levied on property in the District. The Primary Developer has also agreed that if it sells or transfers property in the District subject to less than twenty percent (20yo) of the then annual Special Tax levied on property in the District, the Primary Developer will cause any such transferee to enter into a disclosure agreement described in Section 12 of the form of Continuing Disclosure Certificate attached hereto in Appendix F — "Form of Continuing Disclosure Agreement of the Primary Developer." Remedies for Failures to Comply A failure by the Authority or the Primary Developer to comply with the provisions of its respective Continuing Disclosure Agreement is not an event of default under the Fiscal Agent Agreement (although the holders and beneficial owners of the 2023 Bonds do have remedies at law and in equity). However, a failure by the Authority to comply with the provisions of its Continuing Disclosure Agreement must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the 2023 Bonds. Therefore, a failure by the Authority to comply with the provisions of its Continuing Disclosure Agreement may adversely affect the marketability of the 2023 Bonds on the secondary market. MISCELLANEOUS Included herein are brief summaries of certain documents, which summaries do not purport to be complete or definitive, and reference is made to such documents for full and complete statements of the contents thereof. Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the Authority or the District and the purchasers or Owners of any of the 2023 Bonds. The execution and delivery of this Official Statement has been duly authorized by the Board of Directors of the Authority, acting as the legislative body of the District. TEMECULA PUBLIC FINANCING AUTHORITY, for and on behalf of the TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) Executive Director 20009.22:J18605 APPENDIX A GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY AND THE COUNTY The information in this Appendix A is presented as general background data. The 2023 Bonds are payable solely from the Special Tax Revenues and amounts held in certain funds under the Fiscal Agent Agreement, as described in the Official Statement. Although reasonable efforts have been made to include up-to-date information in this Appendix A, some of the information is not current due to delays in reporting of information by various sources. It should not be assumed that the trends indicated by the following data would continue beyond the specific periods reflected herein. Introduction The City. The City of Temecula (the "City") is located in southwestern Riverside County, California. The City was incorporated on December 1, 1989. Temecula is bordered by the City of Murrieta to the north and the Pechanga Indian Reservation and San Diego County to the south. The City of Temecula forms the southwestern anchor of the Inland Empire region. Temecula is an affluent community. The City is supported by high median and mean income levels as well as the city's favorable tourism and resort industries. The city is a prominent tourist destination, with the Temecula Valley Wine Country, Old Town Temecula, the Temecula Valley Polo Club, the Temecula Valley Balloon & Wine Festival, championship golf courses, and resort accommodations attracting a significant amount of tourists. The City is a general law city, which operates under a council-manager form of government. The City Council consists of five members elected at -large to staggered four-year terms. Each year, the City Council elects a Mayor and a Mayor Pro Tern amongst themselves to serve for one calendar year. The Mayor, who has equal legislative power with fellow members of the City Council, serves as the ceremonial leader of the city and as the presiding officer of the bi-weekly City Council meetings. The County. Riverside County, California (the "County") is the 4th-most populous county in California and the 11th-most populous in the United States. The County name was taken from the City of Riverside, which is the county seat. Roughly rectangle -shaped, Riverside County covers 7,208 square miles (18,670 km2) in Southern California, spanning from the Greater Los Angeles area to the Arizona border. Geographically, the county is mostly desert in the central and eastern portions of the county and is a Mediterranean climate in the western portion of the county. Most of Joshua Tree National Park is located in the county. The resort cities of Palm Springs, Palm Desert, Indian Wells, La Quinta, Rancho Mirage, and Desert Hot Springs are all located in the Coachella Valley region of Riverside County. Large numbers of Los Angeles area workers have moved to the county to take advantage of its relatively affordable housing. Alongside neighboring San Bernardino County, it was one of the fastest growing regions in the state prior to the recent changes in the regional economy. In addition, smaller, but significant, numbers of people have been moving into Southwest Riverside County from the San Diego -Tijuana metropolitan area. A-1 Population The table below summarizes population of the City, the County, and the State for the last five years. CITY OF TEMECULA, RIVERSIDE COUNTY, and CALIFORNIA Population City of Riverside State of Year Temecula County California 2018 112,243 2,397,662 39,519,535 2019 112,561 2,419,057 39,605,361 2020 112,512 2,440,719 39,648,938 2021 110,394 2,424,587 39,303,157 2022 109,925 2,435,525 39,185,605 Source: California Department of Finance, E-4 Population Estimate for Cities, Counties, and the State, 2010-22, with 2010 Census Benchmark. Employment The following table summarizes historical employment and unemployment for the County, the State, and the United States: RIVERSIDE COUNTY, CALIFORNIA, and UNITED STATES Civilian Labor Force, Employment, and Unemployment (Annual Averages) Unemployment Year Area Labor Force Employment Unemployment Rate(') 2017 Riverside County 1,072,500 1,016,200 56,300 5.2% California 19,312,000 18,393,100 918,900 4.8 United States 160,320,000 153,337,000 6,982,000 4.4 2018 Riverside County 1,092,400 1,044,600 California 19,398,200 18,582,800 United States 162,075,000 155,761,000 2019 Riverside County 1,104,000 1,057,900 California 19,411,600 18,627,400 United States 163,539,000 157,538,000 2020 Riverside County 1,107,700 997,700 California 18,821,200 16,913,100 United States 160,742,000 147,795,000 2021(2) Riverside County 1,129,600 1,046,700 California 18,923,200 17,541,900 United States 161,204,000 152,581,000 47,800 4.4 815,400 4.2 6,314,000 3.9 46,100 4.2 784,200 4.0 6,001,000 3.7 110,000 9.9 1,908,100 10.1 12,947,000 8.1 82,800 7.3 1,381,200 7.3 8,623,000 5.3 Source: California Employment Development Department, Monthly Labor Force Data for Counties, Annual Average 2010-21, and US Department of Labor. (1) The unemployment rate is computed from unrounded data; therefore, it may differ from rates computed from rounded figures available in this table. (2) Latest available full -year data. A-2 Major Employers in the City and Industries in the County The following table lists the top 10 employers within the City for the 2021 calendar year. CITY OF TEMECULA Top 10 Employers For the 2021 Calendar Year(') % of Employer Employees Total Abbott Laboratories 3,000 5.37% Temecula Valley Unified School District 2,730 4.89 Infineon Technologies 653 1.17 Costco Wholesale 343 .61 Macy's 300 .54 DCH Auto Group Temecula 249 .53 Milpore Sigma 295 .53 Southwest Traders, Inc. 228 .41 Milgard Manufacturing Inc. 225 .40 FFF Enterprises 170 .30 Total Top 10 8,193 14.75 Source: City of Temecula 2020-21 Annual Comprehensive Financial Report. (1) Latest available full -year data. The following table lists the top 10 employers within the County for the 2021 calendar year. RIVERSIDE COUNTY Top 10 Employers For the 2021 Calendar Year(') % of Employer Employees Total Riverside County 22,952 2.23% Amazon 10,500 1.02 March Air Reserve Base 9,600 .93 University of California Riverside 8,909 .87 Stater Brothers Markets 8,304 .81 Moreno Valley Unified School District 6,250 .61 Kaiser Permanente Riverside Medical Center 5,780 .56 Corona -Norco School District 5,478 .53 Hemet Unified School District 4,460 .43 Ross Dress for Less 4,313 .42 Total Top 10 86,546 8.41 Source: Riverside County 2020-21 Annual Comprehensive Financial Report. (1) Latest available full -year data. A-3 Construction Activity The following tables reflect the five-year history of building permit valuation for the City and the County: CITY OF TEMECULA Building Permits and Valuation (Dollars in Thousands) Permit Valuation: New Single-family New Multi -family Res. Alterations/Additions Total Residential Total Nonresidential Total All Building New Dwelling Units: Single Family Multiple Family Total 2017 2018 2019 2020 2021(1) $19,390 $17,052 $10,707 $ 47,734 $ 84,334 2,556 - 14,538 2,512 2,163 5,154 6,381 4,295 7,462 6,263 27,101 23,433 29,542 57,708 92,760 38,940 33,469 28,911 23,605 26,804 66,042 56,903 58,453 81,314 119,565 86 90 54 261 441 30 - 169 39 36 116 90 223 300 477 RIVERSIDE COUNTY Building Permits and Valuation (Dollars in Thousands) 2017 2018 2019 2020 2021(1) Permit Valuation: New Single-family $1,670,541 $ 2,200,020 $1,834,821 $ 2,315,365 $ 2,013,158 New Multi -family 109,308 232,706 282,465 93,149 149,081 Res. Alterations/Additions 125,566 125,353 158,117 110,788 100,401 Total Residential 1,903,417 2,558,080 2,275,404 2,519,303 2,262,641 Total Nonresidential 1,433,690 1,959,680 1,285,855 1,153,777 1,543,997 Total All Building 3,337,107 4,517,761 3,561,260 3,673,080 3,806,639 New Dwelling Units: Single Family 6,265 7,540 6,563 8,443 7,360 Multiple Family 1,070 1,628 1,798 723 1,126 Total 7,335 9,168 8,361 9,166 8,486 Source: Construction Industry Research Board: `Building Permit Summary. Note: Columns may not sum to totals due to independent rounding. (1) Latest available full year data. Household Effective Buying Income "Effective Buying Income" is defined as personal income less personal tax and nontax payments, a number often referred to as "disposable" or "after-tax" income. Personal income is the aggregate of wages and salaries, other labor -related income (such as employer contributions to private pension funds), proprietor's income, rental income (which includes imputed rental income of owner -occupants of non -farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, State and local), nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. According to U.S. government definitions, the resultant figure is commonly known as "disposable personal income." A-4 The following table summarizes the median household effective buying income for the City, the County, the State and the nation for the past five years. CITY OF TEMECULA, RIVERSIDE COUNTY, STATE OF CALIFORNIA AND UNITED STATES Median Household Effective Buying Income 2018 2019 2020 2021 2022 City of Temecula $ 77,298 $ 82,329 $ 82,910 $ 93,861 $ 92,488 Riverside County 55,565 59,928 60,865 70,961 71,623 California 62,637 65,870 67,956 77,058 77,175 United States 52,841 55,303 56,790 64,448 65,326 Source: Nielsen, Inc. A-5 APPENDIX B TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO.16-01 (RORIPAUGH RANCH PHASE 2) RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX The following sets forth the Rate and Method of Apportionment for the levy and collection of an Annual Special Tax A and an Annual Special Tax B in the Temecula Public Financing Authority ("PFA") Community Facilities District No. 16-01 ("CFD No. 16-01"). An Annual Special Tax A and an Annual Special Tax B shall be levied on and collected in CFD No. 16-01 each Fiscal Year, in an amount determined through the application of the Rate and Method of Apportionment described below. All of the real property within CFD No. 16-01, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent, and in the manner herein provided. SECTION A DEFINITIONS The terms hereinafter set forth have the following meanings: "Acre" or "Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on the Assessor's Parcel Map, the land area as shown on the applicable Final Map, or if the land area is not shown on the applicable Final Map, the land area as calculated by the CFD Administrator or City Engineer. "Act" means the Mello -Roos Community Facilities Act of 1982 as amended, being Chapter 2.5, Division 2 of Title 5 of the Government Code of the State of California. "Administrative Expenses" means the actual or reasonably estimated costs directly related to the administration of CFD No. 16-01, including but not limited to the following: (i) the costs of computing Special Tax A and Special Tax B (the "Special Taxes") and of preparing the annual Special Tax A and Special Tax B collection schedules (whether by the CFD Administrator or designee thereof, or both); (ii) the costs of collecting the Special Taxes (whether by the Authority, County, City, or otherwise); (iii) the costs of remitting the Special Taxes to the fiscal agent or trustee for any Bonds; (iv) the costs of commencing and pursuing to completion any foreclosure action arising from delinquent Special Tax A; (v) the costs of the fiscal agent or trustee (including its legal counsel) in the discharge of the duties required of it under any Indenture; (vi) the costs of the Authority, City, or designee of complying with arbitrage rebate, mandated reporting and disclosure requirements of applicable federal and State of California laws, and responding to property owner or Bond owner inquiries regarding the Special Taxes; (vii) the costs associated with the release of funds from any escrow account; (viii) the costs of the Authority, City, or designee related to any appeal of a Special Tax; and (ix) an allocable share of the salaries of the City staff and City overhead expense directly relating to the foregoing. Administrative Expenses shall also include amounts advanced by the City or the Authority for any administrative purposes of CFD No. 16-01. "Annual Special Tax A" means for each Assessor's Parcel, the Special Tax A actually levied in a given Fiscal Year on any Assessor's Parcel. "Annual Special Tax B" means for each Assessor's Parcel, the Special Tax B actually levied in a given Fiscal Year on any Assessor's Parcel. "Approved Property" means all Assessor's Parcels of Taxable Property other than Provisional Exempt Property: (i) that are included in a Final Map that was recorded prior to the January 1st immediately preceding the Fiscal Year in which the Special Tax A is being levied, and (ii) that have IM not been issued a building permit on or before the April lst immediately preceding the Fiscal Year in which the Special Tax A is being levied. "Assessor" means the County Assessor of the County. "Assessor's Parcel" means a lot or parcel of land designated on an Assessor's Parcel Map with an assigned Assessor's Parcel Number within the boundaries of CFD No. 16-01. "Assessor's Parcel Map" means an official map of the Assessor designating parcels by Assessor's Parcel Number. "Assessor's Parcel Number" means that number assigned to a lot or parcel of land by the Assessor for purposes of identification. "Assigned Annual Special Tax A" means the Special Tax A as described in Section D below. "Backup Annual Special Tax A" means the Special Tax A as described in Section E below. "Board of Directors" means the Board of Directors of the Temecula Public Financing Authority, acting as the legislative body of CFD No. 16-01, or its designee. "Bonds" means any bonds or other indebtedness (as defined in the Act), whether in one or more series, the repayment of which is secured by the levy of Special Tax A on Assessor's Parcels within CFD No. 16-01. "Boundary Map" means a recorded map of the CFD No. 16-01 which indicates the boundaries of CFD No. 16-01. "Building Permit" means the first legal document issued by the City giving official permission for new construction. For purposes of this definition, "Building Permit" may or may not include any subsequent building permits issued or changed after the first issuance, as determined by the CFD Administrator. "Building Square Footage" or "BSF" means the square footage of assessable internal living space, exclusive of garages or other structures not used as living space, as determined by reference to the building permit application for such Assessor's Parcel and subject to verification by the CFD Administrator. "Calendar Year" means the period commencing January 1 of any year and ending the following December 31. "CFD No. 16-01" or "CFD" means Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) established by the Authority under the Act. "CFD Administrator" means the Finance Director of the City, or designee thereof, responsible for, among other things, determining the Special Tax A Requirement for Special Tax A and the Special Tax B Requirement for Special Tax B and providing for the levy and collection of said Special Tax A and Special Tax B. "City" means the City of Temecula, California. "Consumer Price Index" or "CPI" means, for each Fiscal Year, the Consumer Price Index published by the U.S. Bureau of Labor Statistics for "All Urban Consumers: in the Los Angeles - Anaheim - Riverside Area", measured as of the month of December in the calendar year which ends in the previous Fiscal Year. In the event this index ceases to be published, the Consumer Price Index shall IM be another index as determined by the CFD Administrator that is reasonably comparable to the Consumer Price Index for the City of Los Angeles. "County" means the County of Riverside. "Developed Property" means all Assessor's Parcels of Taxable Property that: (i) are included in a Final Map that was recorded prior to January 1st preceding the Fiscal Year in which Special Tax A and Special Tax B are being levied, and (ii) a building permit was issued on or before April 1st preceding the Fiscal Year in which either or both of the Special Taxes are being levied. "Exempt Property" means all Assessor's Parcels designated as being exempt from the Special Taxes provided for in Section M. "Final Map" means a subdivision of property by recordation of a final map, parcel map, or lot line adjustment, pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or recordation of a condominium plan pursuant to California Civil Code 4285 that creates individual lots that do not need, and are not expected, to be further subdivided prior to the issue of a building permit. "Fiscal Year" means the period commencing July 1 of any year and ending the following June 30. "Indenture" means the bond indenture, fiscal agent agreement, trust agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and / or supplemented from time to time, and any instrument replacing or supplementing the same. "Land Use Type" means Residential Property, Multifamily Residential Property, or Non -Residential Property. "Maximum Special Tax A" means for each Assessor's Parcel of Taxable Property, the maximum Special Tax A, determined in accordance with Section C that can be levied in any Fiscal Year on such Assessor's Parcel. "Maximum Special Tax B" means for each Assessor's Parcel of Taxable Property, the maximum Special Tax B, determined in accordance with Section I that can be levied in any Fiscal Year on such Assessor's Parcel. "Multifamily Residential Property" means all Assessor's Parcels of Developed Property for which a building permit has been issued for the purpose of constructing a building or buildings comprised of attached Units available for rental by the general public, not for sale to an end user, and under common management, as determined by the CFD Administrator. "Non -Residential Property" means all Assessor's Parcels of Developed Property for which a building permit was issued for any type of non-residential use. "Partial Prepayment Amount" means the amount required to prepay a portion of the Special Tax A obligation for an Assessor's Parcel, as described in Section H. "Prepayment Amount" means the amount required to prepay the Special Tax A obligation in full for an Assessor's Parcel, as described in Section G. "Proportionately" means for Special Tax A that the ratio of the Annual Special Tax A levy to the applicable Assigned Annual Special Tax A is equal for all applicable Assessor's Parcels. In the case of Special Tax B, "Proportionately" means that the ratio of the Annual Special Tax B levy to the applicable Maximum Special Tax B is equal for all applicable Assessor's Parcels. In the case of Developed Property subject to the apportionment of the Annual Special Tax A under Step Four of Section F, "Proportionately" means that the quotient of (a) Annual Special Tax A less the Assigned IM Annual Special Tax A divided by (b) the Backup Annual Special Tax A less the Assigned Annual Special Tax A, is equal for all applicable Assessor's Parcels. "Provisional Exempt Property" means all Assessor's Parcels of Taxable Property subject to Special Tax A that would otherwise be classified as Exempt Property pursuant to the provisions of Section M, but cannot be classified as Exempt Property because to do so would reduce the Acreage of all Taxable Property within the applicable Zone below the required minimum Acreage set forth in Section M. "Residential Property" means all Assessor's Parcels of Developed Property for which a building permit has been issued for purposes of constructing one or more residential dwelling units, which are not Multifamily Residential Property. "Services" means services authorized to be funded by CFD No. 16-01. "Special Tax A" means any of the Special Taxes authorized to be levied on Taxable Property within and by CFD No. 16-01 pursuant to the Act to fund the Special Tax A Requirement. "Special Tax B" means any of the Special Taxes authorized to be levied on Taxable Property within and by CFD No. 16-01 pursuant to the Act to fund the Special Tax B Requirement. "Special Tax A Requirement" means, subject to the Maximum Special Tax A, the amount required in any Fiscal Year to pay: (i) the debt service or the periodic costs on all outstanding Bonds due in the Calendar Year that commences in such Fiscal Year, (ii) Administrative Expenses (apportioned between Special Tax A and Special Tax B), (iii) any amount required to establish or replenish any reserve funds established in association with the Bonds, and (iv) the collection or accumulation of funds for the acquisition or construction of facilities or payment of fees authorized by CFD No. 16-01 by the levy on Developed Property of the Assigned Annual Special Tax A provided that the inclusion of such amount does not cause an increase in the levy of Special Tax A on Approved Property or Undeveloped Property as set forth in Step Two and Three of Section F., less (v) any amount available to pay debt service or other periodic costs on the Bonds pursuant to any applicable fiscal agent agreement, or trust agreement. "Special Tax B Requirement" means, subject to the Maximum Special Tax B, that amount to be collected in any Fiscal Year to pay for certain Services as required to meet the needs of CFD No. 16- 01. The costs of Services to be covered shall be the direct costs for (i) Services, and (ii) Administrative Expenses (apportioned between Special tax A and Special Tax B); less (iii) a credit for funds available to reduce the Annual Special Tax B levy, if any, as determined by the CFD Administrator. Under no circumstances shall the Special Tax B Requirement include funds for Bonds. "Taxable Property" means all Assessor's Parcels within CFD No. 16-01, which are not Exempt Property. "Temecula Public Financing Authority" or "PFA" or "Authority" means the Temecula Public Financing Authority, or its designee. "Undeveloped Property" means all Assessor's Parcels of Taxable Property which are not Developed Property, Approved Property or Provisional Exempt Property. "Unit" means any residential structure. "Zone(s)" means Zone 1, Zone 2, Zone 3 or Zone 4 as geographically identified on the Boundary Map of CFD No. 16-01. "Zone 1" means the specific area identified on the Boundary Map as Zone 1 of CFD 16-01. "Zone 2" means the specific area identified on the Boundary Map as Zone 2 of CFD 16-01. "Zone 3" means the specific area identified on the Boundary Map as Zone 3 of CFD 16-01. "Zone 4" means the specific area identified on the Boundary Map as Zone 4 of CFD 16-01. SECTION B CLASSIFICATION OF ASSESSOR'S PARCELS Each Fiscal Year, beginning with Fiscal Year 2016-17, each Assessor's Parcel within CFD No. 16-01 shall be classified as Taxable Property or Exempt Property. In addition, each Assessor's Parcel of Taxable Property shall be further classified as Developed Property, Approved Property, Undeveloped Property, or Provisional Exempt Property. In addition, each Assessor's Parcel of Developed Property, Approved Property, Undeveloped Property and Provisional Exempt Property shall be classified as being within Zone 1, Zone 2, Zone 3 or Zone 4. If an Assessor's Parcel of Developed Property, Approved Property, Undeveloped Property or Provisional Exempt Property is located within more than one Zone, it shall be deemed to be entirely within the Zone in which the largest portion of its Acreage is located. In addition, each Assessor's Parcel of Developed Property shall further be classified as Residential Property, Multifamily Residential Property or Non - Residential Property. Assessor's Parcels of Residential Property shall be further categorized based on the Building Square Footage of each such Assessor's Parcel. SECTION C MAXIMUM SPECIAL TAX A Developed Property The Maximum Special Tax A for each Assessor's Parcel of Residential Property, Multifamily Residential Property or Non -Residential Property in any Fiscal Year shall be the greater of (i) the Assigned Annual Special Tax A or (ii) the Backup Annual Special Tax A. 2. Approved Property, Undeveloped Property, and Provisional Exempt Property The Maximum Special Tax A for each Assessor's Parcel classified as Approved Property, Undeveloped Property, or Provisional Exempt Property in any Fiscal Year shall be the Assigned Annual Special Tax A. SECTION D ASSIGNED ANNUAL SPECIAL TAX A 1. Developed Property Each Fiscal Year, each Assessor's Parcel of Residential Property, Multifamily Residential Property or Non -Residential Property shall be subject to an Assigned Annual Special Tax A. The Assigned Annual Special Tax A applicable to an Assessor's Parcel of Developed Property shall be determined using the Tables below. IM TABLE 1 ASSIGNED ANNUAL SPECIAL TAX A RATES FOR DEVELOPED PROPERTY WITHIN ZONE 1 Land Use Type Building Square Footage Rate Residential Property Less than 1,900 $2,110 per Unit Residential Property 1,900 - 2,199 $2,320 per Unit Residential Property 2,200 - 2,499 $2,670 per Unit Residential Property 2,500 - 2,799 $2,860 per Unit Residential Property 2,800 - 3,099 $2,975 per Unit Residential Property 3,100 - 3,399 $3,115 per Unit Residential Property Greater than 3,399 $3,235 per Unit Multifamily Residential Property N / A $22,941 per Acre Non -Residential Property N / A $22,941 per Acre TABLE 2 ASSIGNED ANNUAL SPECIAL TAX A RATES FOR DEVELOPED PROPERTY WITHIN ZONE 2 Land Use Type Building Square Footage Rate Residential Property Less than 4,000 $4,920 per Unit Residential Property 4,000 - 4,299 $5,185 per Unit Residential Property Greater than 4,299 $5,455 per Unit Multifamily Residential Property N / A $7,783 per Acre Non -Residential Property N / A $7,783 per Acre TABLE 3 ASSIGNED ANNUAL SPECIAL TAX A RATES FOR DEVELOPED PROPERTY WITHIN ZONE 3 Land Use Type Building Square Footage Rate Residential Property Less than 1,900 $2,110 per Unit Residential Property 1,900 - 2,199 $2,335 per Unit Residential Property Greater than 2,199 $2,665 per Unit Multifamily Residential Property N/A $32,894 per Acre Non -Residential Property N/A $32,894 per Acre TABLE 4 ASSIGNED ANNUAL SPECIAL TAX A RATES FOR DEVELOPED PROPERTY WITHIN ZONE 4 Land Use Type Building Square Footage Rate Residential Property Less than 4,000 $3,235 per Unit Residential Property 4,000 or Greater $3,890 per Unit Multifamily Residential Property N/A $9,121 per Acre Non -Residential Property N/A $9,121 per Acre 2. Approved Property, Undeveloped Property and Provisional Exempt Property Each Fiscal Year, each Assessor's Parcel of Approved Property, Undeveloped Property and Provisional Exempt Property shall be subject to an Assigned Annual Special Tax A. The Assigned Annual Special Tax A rate for an Assessor's Parcel classified as Approved Property, Undeveloped Property or Provisional Exempt Property shall be determined pursuant to Table 5 below: TABLE 5 ASSIGNED ANNUAL SPECIAL TAX RATES FOR APPROVED PROPERTY, UNDEVELOPED PROPERTY, AND PROVISIONAL EXEMPT PROPERTY Zone Rate Zone 1 $22,941 per Acre Zone 2 $7,783 per Acre Zone 3 $32,894 per Acre Zone 4 $9,121 per Acre SECTION E BACKUP ANNUAL SPECIAL TAX A At the time a Final Map is recorded, the CFD Administrator shall determine which Zone the Final Map area lies within and the Backup Annual Special Tax A for all Assessor's Parcels classified or reasonably expected to be classified as Residential Property within such Final Map area shall be determined by multiplying the Maximum Special Tax A rate for Undeveloped Property for the applicable Zone by the total Acreage of Taxable Property, excluding the Provisional Exempt Property Acreage, Non -Residential Property Acreage or Multifamily Residential Property Acreage if any, in such Final Map area and any Acreage reasonably expected to be classified as Exempt Property, and dividing such amount by the total number of such Assessor's Parcels of Residential Property. If the Final Map area described in the preceding paragraph lies within more than one Zone, the Backup Annual Special Tax A for Assessor's Parcels of Residential Property or Assessor's Parcels expected to be classified as Residential Property shall be determined by calculating a Backup Special Tax A rate based upon the weighted average of the Maximum Special Tax A rate for Undeveloped Property for the Zones which the Assessor's Parcel overlaps using the acreage of the Assessor's Parcel that lies within each overlapping Zone and multiplying that weighted average Maximum Special Tax A rate by the total Acreage of the subject Assessor's Parcel. The Backup Annual Special Tax A rate for Multifamily Residential Property or Non -Residential Property shall be its Annual Assigned Special Tax A rate. Notwithstanding the foregoing, if Assessor's Parcels which are classified or to be classified as Residential Property, Non -Residential Property or Multifamily Property are subsequently changed by recordation of a lot line adjustment, Final Map amendment, new Final Map or similar instrument, then the Backup Annual Special Tax A shall be recalculated within the area that has been changed to equal the amount of Backup Annual Special Tax A that would have been generated if such change did not take place. SECTION F METHOD OF APPORTIONMENT OF THE ANNUAL SPECIAL TAX A Commencing Fiscal Year 2016-17 and for each subsequent Fiscal Year, the Board of Directors shall levy Annual Special Tax A in accordance with the following steps: Step One: The Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Developed Property at up to 100% of the applicable Assigned Annual Special Tax A rates in Tables 1, 2, 3 and 4 to satisfy the Special Tax A Requirement. IM Step Two: If additional moneys are needed to satisfy the Special Tax A Requirement after the first step has been completed, the Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Approved Property at up to 100% of the applicable Assigned Annual Special Tax A to satisfy the Special Tax A Requirement. Step Three: If additional moneys are needed to satisfy the Special Tax A Requirement after the first two steps have been completed, the Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Undeveloped Property up to 100% of the Assigned Annual Special Tax A for Undeveloped Property applicable to each such Assessor's Parcel as needed to satisfy the Special Tax A Requirement. Step Four: If additional moneys are needed to satisfy the Special Tax A Requirement after the first three steps have been completed, the Annual Special Tax A on each Assessor's Parcel of Developed Property for which the Maximum Special Tax A is the Backup Annual Special Tax A shall be increased Proportionately from the Assigned Annual Special Tax A up to 100% of the Backup Annual Special Tax A as needed to satisfy the Special Tax A Requirement. Step Five: If additional moneys are needed to satisfy the Special Tax A Requirement after the first four steps have been completed, the Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Provisional Exempt Property up to 100% of the Assigned Annual Special Tax A applicable to each such Assessor's Parcel as needed to satisfy the Special Tax A Requirement. SECTION G PREPAYMENT OF ANNUAL SPECIAL TAX A The following definitions apply to this Section G: "CFD Public Facilities Amount" means $13,000,000 expressed in 2016 dollars, which shall increase by the Construction Inflation Index on July 1, 2017, and on each July 1 thereafter, or such lower number as (i) shall be determined by the CFD Administrator as sufficient to provide the public facilities under the authorized bonding program, or (ii) shall be determined by the Board of Directors concurrently with a covenant that the CFD will not issue any more Bonds. "Construction Inflation Index" means the annual percentage change in the Engineering News - Record Building Cost Index for the City of Los Angeles, measured as of the calendar year which ends in the previous Fiscal Year. In the event this index ceases to be published, the Construction Inflation Index shall be another index as determined by the CFD Administrator that is reasonably comparable to the Engineering News -Record Building Cost Index for the City of Los Angeles. "Future Facilities Costs" means the CFD Public Facilities Amount minus (i) Bond proceeds deposited in Improvement Funds and accounts and (ii) other amounts (special taxes, interest earnings, etc.) allocated to Improvement Funds and accounts that were available to fund such CFD Public Facilities Amount prior to the date of prepayment. "Improvement Fund" means, collectively, an account specifically identified in the Indenture to hold funds which are currently available for expenditure to acquire or construct public facilities eligible under the Act and any account established prior to the issuance of Bonds for such purpose. "Outstanding Bonds" means all previously issued Bonds, which will remain outstanding after the payment of principal from the amount of Special Tax A that have been levied, excluding Bonds to be redeemed at a later date with the proceeds of prior prepayments of Maximum Special Tax A. :: Prepayment in Full The Maximum Special Tax A obligation may be prepaid and permanently satisfied for (i) Assessor's Parcels of Developed Property, (ii) Assessor's Parcels of Approved Property or Undeveloped Property for which a Building Permit has been issued, (iii) Approved or Undeveloped Property for which a Building Permit has not been issued, and (iv) Assessor's Parcels of Provisional Exempt Property that are not Exempt Property pursuant to Section M. The Maximum Special Tax A obligation applicable to a Assessor's Parcel may be fully prepaid and the obligation to pay the Special Tax A for such Assessor's Parcel permanently satisfied as described herein; provided that a prepayment may be made only if there are no delinquent Special Tax A with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Maximum Special Tax A obligation for such Assessor's Parcel shall provide the CFD Administrator with written notice of intent to prepay, and within 5 business days of receipt of such notice, the CFD Administrator shall notify such owner of the amount of the non-refundable deposit determined to cover the cost to be incurred by the CFD in calculating the Prepayment Amount (as defined below) for the Assessor's Parcel. Within 15 business days of receipt of such non-refundable deposit, the CFD Administrator shall notify such owner of the Prepayment Amount for the Assessor's Parcel. Prepayment must be made not less than 60 days prior to the redemption date for any Bonds to be redeemed with the proceeds of such prepaid Special Taxes. The Prepayment Amount (defined below) shall be calculated as follows (capitalized terms are defined below): Bond Redemption Amount plus Redemption Premium plus Future Facilities Amount plus Defeasance Amount plus Administrative Fees and Expenses less Reserve Fund Credit Equals: Prepayment Amount The Prepayment Amount shall be determined as of the proposed prepayment date as follows: 1. Confirm that no Special Tax A delinquencies apply to such Assessor's Parcel. 2. For an Assessor's Parcel of Developed Property, compute the Maximum Special Tax A for the Assessor's Parcel. For an Assessor's Parcel of Approved Property or Undeveloped Property for which a Building Permit has been issued, compute the Maximum Special Tax A for the Assessor's Parcel as though it was already designated as Developed Property, based upon the Building Permit which has been issued for the Assessor's Parcel. For an Assessor's Parcel of Approved Property or Undeveloped Property for which a Building Permit has not been issued, Provisional Exempt Property, to be prepaid, compute the Maximum Special Tax A for the Assessor's Parcel. 3. Divide the Maximum Special Tax A derived pursuant to paragraph 2 by the total amount of Special Tax A that could be levied at the Maximum Special Tax A for all Assessor's Parcels of Taxable Property based on the applicable Maximum Special Tax A, including for Assessor's Parcels of Approved Property or Undeveloped Property for which a Building Permit has been issued, the Maximum Special Tax A for the Assessor's Parcel as though it was already designated as Developed Property, not including any Assessor's Parcels for which the Special Tax A obligation has been previously prepaid. 4. Multiply the quotient derived pursuant to paragraph 3 by the principal amount of the Outstanding Bonds to determine the amount of Outstanding Bonds to be redeemed with the Prepayment Amount (the "Bond Redemption Amount"). 5. Multiply the Bond Redemption Amount by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the "Redemption Premium"). 6. Determine the Future Facilities Costs. Multiply the quotient derived pursuant to paragraph 3 by the amount determined pursuant to paragraph 6 to determine the amount of Future Facilities Costs for the Assessor's Parcel (the "Future Facilities Amount"). 8. Determine the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and / or principal payment date following the current Fiscal Year until the earliest redemption date for the Outstanding Bonds on which Bonds can be redeemed from Special Tax prepayments. 9. Determine the Special Tax A levied on the Assessor's Parcel in the current Fiscal Year which have not yet been paid. 10. Determine the amount the CFD Administrator reasonably expects to derive from the investment of the Bond Redemption Amount and the Redemption Premium from the date of prepayment until the redemption date for the Outstanding Bonds to be redeemed with the Prepayment Amount. 11. Add the amounts derived pursuant to paragraphs 8 and 9 and subtract the amount derived pursuant to paragraph 10 (the "Defeasance Amount"). 12. Verify the administrative fees and expenses of the CFD, including the cost of computation of the Prepayment Amount, the cost to invest the Prepayment Amount, the cost of redeeming the Outstanding Bonds, and the cost of recording notices to evidence the prepayment of the Maximum Special Tax obligation for the Assessor's Parcel and the redemption of Outstanding Bonds (the "Administrative Fees and Expenses"). 13. The reserve fund credit (the "Reserve Fund Credit") shall equal the lesser of: (a) the expected reduction in the reserve requirement (as defined in the Indenture), if any, associated with the redemption of Outstanding Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero. 14. The Prepayment Amount is equal to the sum of the Bond Redemption Amount, the Redemption Premium, the Future Facilities Amount, the Defeasance Amount and the Administrative Fees and Expenses, less the Reserve Fund Credit. 15. From the Prepayment Amount, the Bond Redemption Amount, the Redemption Premium, and Defeasance Amount shall be deposited into the appropriate fund as established under the Indenture and be used to redeem Outstanding Bonds or make debt service payments. The Future Facilities Amount shall be deposited into the Improvement Fund. The Administrative Fees and Expenses shall be retained by the CFD. B-10 The Prepayment Amount may be sufficient to redeem other than a $5,000 increment of Bonds. In such event, the increment above $5,000 or an integral multiple thereof will be retained in the appropriate fund established under the Indenture to be used with the next redemption from other Special Tax A prepayments of Outstanding Bonds or to make debt service payments. As a result of the payment of the current Fiscal Year's Special Tax A levy as determined pursuant to paragraph 9 above, if applicable, the CFD Administrator shall remove the current Fiscal Year's Special Tax A levy for the Assessor's Parcel from the County tax roll. With respect to any Assessor's Parcel for which the Maximum Special Tax A obligation is prepaid, the Board shall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of Maximum Special Tax A obligation and the release of the Special Tax A lien for the Assessor's Parcel, and the obligation to pay the Special Tax A for such Assessor's Parcel shall cease. Notwithstanding the foregoing, no Special Tax A prepayment shall be allowed unless the amount of Maximum Special Tax A that may be levied on all Assessor's Parcels of Taxable Property, excluding all Provisional Exempt Property and all Assessor's Parcels with delinquent Special Taxes, after the proposed prepayment will be at least 1.1 times maximum annual debt service on the Bonds that will remain outstanding after the prepayment plus the estimated annual Administrative Expenses. Tenders of Bonds in prepayment of the Maximum Special Tax A obligation may be accepted upon the terms and conditions established by the Board pursuant to the Act. However, the use of Bond tenders shall only be allowed on a case -by -case basis as specifically approved by the Board. SECTION H PARTIAL PREPAYMENT OF ANNUAL SPECIAL TAX A The Maximum Special Tax A obligation for an Assessor's Parcel of Developed Property, Approved Property or Undeveloped Property may be partially prepaid. For purposes of determining the partial prepayment amount, the provisions of Section G shall be modified as provided by the following formula: PP = ((PE —A) x F) +A These terms have the following meaning: PP = Partial Prepayment PE = the Prepayment Amount calculated according to Section G F = the percent by which the owner of the Assessor's Parcel(s) is partially prepaying the Maximum Special Tax A obligation A = the Administrative Fees and Expenses determined pursuant to Section G The owner of an Assessor's Parcel who desires to partially prepay the Maximum Special Tax A obligation for the Assessor's Parcel shall notify the CFD Administrator of (i) such owner's intent to partially prepay the Maximum Special Tax A obligation, (ii) the percentage of the Maximum Special Tax A obligation such owner wishes to prepay, and (iii) the company or agency that will be acting as the escrow agent, if any. Within 5 business days of receipt of such notice, the CFD Administrator shall notify such property owner of the amount of the non-refundable deposit determined to cover the cost to be incurred by the CFD in calculating the amount of a partial prepayment. Within 15 business days of receipt of such non-refundable deposit, the CFD Administrator shall notify such owner of the amount of the Partial Prepayment for the Assessor's Parcel. A Partial Prepayment must be made not less than 60 days prior to the redemption date for the Outstanding Bonds to be redeemed with the proceeds of the Partial Prepayment. With respect to any Assessor's Parcel for which the Maximum Special Tax A obligation is partially prepaid, the CFD Administrator shall (i) distribute the Partial Prepayment as provided in Paragraph 15 of Section G and (ii) indicate in the records of the CFD that there has been a Partial Prepayment B-11 for the Assessor's Parcel and that a portion of the Special Tax A obligation equal to the remaining percentage (1.00 - F) of Special Tax A obligation will continue on the Assessor's Parcel pursuant to Section F. SECTION I MAXIMUM SPECIAL TAX B 1. Developed Property 1) Maximum Special Tax B Each Fiscal Year, each Assessor's Parcel of Residential Property or Multifamily Residential Property shall be subject to a Maximum Annual Special Tax B. The Maximum Annual Special Tax B applicable to an Assessor's Parcel of Developed Property shall be determined using the Table 6 below. TABLE 6 MAXIMUM SPECIAL TAX B RATES FOR DEVELOPED PROPERTY Land Use Type Rate Residential Property $432 per Unit Non -Residential Property $2,766 per Acre Multifamily Residential Property $2,766 per Acre 2. Approved Property, Undeveloped Property and Provisional Exempt Property No Special Tax B shall be levied on Approved Property, Undeveloped Property and Provisional Exempt Property. Increase in the Maximum Special Tax B On each July 1, commencing July 1, 2017, the Maximum Special Tax B shall be increased by an amount equal to CPI or two percent (2%), whichever is greater, of the amount in effect for the previous Fiscal Year. SECTION J METHOD OF APPORTIONMENT OF THE ANNUAL SPECIAL TAX B Commencing with Fiscal Year 2016-17 and for each following Fiscal Year, the City shall levy the Special Tax B at up to 100% of the applicable Maximum Special Tax B, Proportionately on each Assessor's Parcel of Developed Property until the amount of Special Tax B equals the Special Tax B Requirement. SECTION K PREPAYMENT OF ANNUAL SPECIAL TAX B No prepayments of Annual Special Tax B are permitted. B-12 SECTION L TERM OF THE SPECIAL TAX A AND SPECIAL TAX B For each Fiscal Year that any Bonds are outstanding the Annual Special Tax A shall be levied on all Assessor's Parcels subject to the Annual Special Tax A. If any delinquent Annual Special Tax A amounts remain uncollected prior to or after all Bonds are retired, the Annual Special Tax A may be levied to the extent necessary to reimburse CFD 16-01 for uncollected Annual Special Tax A amounts associated with the levy of such Annual Special Tax A amounts, but not later than the 2061-62 Fiscal Year. For each Fiscal Year, Special Tax B shall be levied in perpetuity as long as the Services are being provided. SECTION M EXEMPT PROPERTY The CFD Administrator shall classify as Exempt Property within the applicable Zone, (i) Assessor's Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by the State of California, Federal or other local governments, including school districts, (ii) Assessor's Parcels which are used as places of worship and are exempt from ad valorem property taxes because they are owned by a religious organization, (iii) Assessor's Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by a homeowners' association, (iv) Assessor's Parcels with public or utility easements making impractical their utilization for other than the purposes set forth in the easement, (v) Assessor's Parcels which are privately owned and are encumbered by or restricted solely for public uses, or (vi) other types of public uses determined by the CFD Administrator. The CFD Administrator shall classify such Assessor's Parcels as Exempt Property in the chronological order in which property becomes Exempt. Notwithstanding the foregoing, the CFD Administrator for purposes of levying the Special Tax shall not classify an Assessor's Parcel as Exempt Property if such classification would reduce the sum of all Taxable Property within the applicable Zone to less than the Acreage amounts listed in Table 7 below. Assessor's Parcels which cannot be classified as Exempt Property because such classification would reduce the Acreage of all Taxable Property within the applicable Zone to less than the Acreage amounts listed in Table 7 will be classified as Provisional Exempt Property, and will be subject to the levy of Special Tax pursuant to Step Five in Section F. TABLE 7 MINIMUM TAXABLE ACRES Zone Acres Zone 1 116.64 Zone 2 52.65 Zone 3 9.65 Zone 4 22.54 SECTION N APPEALS AND INTERPRETATIONS Any property owner claiming that the amount or application of the Annual Special Tax A or Annual Special Tax B is not correct may file a written notice of appeal with the CFD Administrator not later than twelve months after having paid the first installment of the Special Tax A or Annual Special Tax B that is disputed. The CFD Administrator of CFD No. 16-01 shall promptly review the appeal, and if necessary, meet with the property owner, consider written and oral evidence regarding the amount of the Annual Special Tax A or Annual Special Tax B, and rule on the appeal. If the CFD B-13 Administrator's decision requires that the Annual Special Tax A or Annual Special Tax B for an Assessor's Parcel be modified or changed in favor of the property owner, a cash refund shall not be made (except for the last year of levy in the case of the Annual Special Tax A), but an adjustment shall be made to the Annual Special Tax A or Annual Special Tax B on that Assessor's Parcel in the subsequent Fiscal Year(s). The Board of Directors may interpret this Rate and Method of Apportionment of Annual Special Tax A and Annual Special Tax B for purposes of clarifying any ambiguity and make determinations relative to the amount of Administrative Expenses. SECTION O MANNER OF COLLECTION The Annual Special Tax A and Annual Special Tax B shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD 16-01 may collect the Annual Special Tax A and Annual Special Tax B at a different time or in a different manner if necessary to meet its financial obligations. B-14 APPENDIX C SUMMARY OF THE FISCAL AGENT AGREEMENT The following is a summary of certain provisions of the Fiscal Agent Agreement not otherwise described in the text of this Official Statement. This summary does not purport to be comprehensive or definitive and is subject to the complete terms and provisions of the Fiscal Agent Agreement, to which reference is hereby made. Definitions "Accreted Interest" means, with respect to any Capital Appreciation Bonds, the Accreted Value thereof minus the Denominational Amount thereof as of the date of calculation. "Accreted Value" means, as of the date of calculation, the Denominational Amount thereof, plus Accreted Interest thereon at the applicable Accretion Rate to such date of calculation, compounded semiannually on each Interest Payment Date following their issuance, assuming in any such semiannual period that such Accreted Value increases in equal daily amounts on the basis of a 360-day year of twelve 30-day months. The Accreted Values as of Interest Payment Dates for the 2023B Bonds are as set forth in Exhibit D to the Fiscal Agent Agreement. "Accretion Rate" means (a) with respect to the 2023B Bonds, the rate specified in the Fiscal Agent Agreement for the 2023B Bonds, and (b) with respect to any other Capital Appreciation Bonds, as set forth in any Supplemental Agreement pursuant to which such Bonds are issued. "Act" means the Mello -Roos Community Facilities Act of 1982, as amended, being Sections 53311 et seq. of the California Government Code. "Administrative Expenses" means costs directly related to the administration of the District consisting of the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the Treasurer or designee thereof or both) and the costs of collecting the Special Taxes (whether by the County or otherwise); the costs of remitting the Special Taxes to the Fiscal Agent; fees and costs of the Fiscal Agent (including its legal counsel) in the discharge of the duties required of it under the Fiscal Agent Agreement; the costs of the Authority, the City or any designee of either the Authority or the City of complying with the disclosure provisions of the Act, the Continuing Disclosure Agreement and the Fiscal Agent Agreement, including those related to public inquiries regarding the Special Tax and disclosures to Bondowners and the Original Purchaser; the costs of the Authority, the City or any designee of either the Authority or the City related to an appeal of the Special Tax; any amounts required to be rebated to the federal government in order for the Authority to comply with the rebate requirements of the Fiscal Agent Agreement; an allocable share of the salaries of the City staff directly related to the foregoing and a proportionate amount of City general administrative overhead related thereto. Administrative Expenses will also include amounts advanced by the Authority or the City for any administrative purpose of the District, including costs related to prepayments of Special Taxes, recordings related to such prepayments and satisfaction of Special Taxes, amounts advanced to ensure compliance with the rebate requirements of the Fiscal Agent Agreement, administrative costs related to the administration of any joint community facilities agreement regarding the District, and the costs of commencing and pursuing foreclosure of delinquent Special Taxes. Administrative Expenses will include any such expenses incurred in prior years but not yet paid. "Administrative Expense Fund" means the fund by that name established by the Fiscal Agent Agreement. C-1 "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest accruing on the Outstanding Current Interest Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled (including by reason of the provisions providing for mandatory sinking payments), and (ii) the principal amount of the Outstanding Current Interest Bonds and Accreted Value of the Outstanding Capital Appreciation Bonds due in such Bond Year (including any mandatory sinking payment due in such Bond Year). "Auditor" means the auditor / controller of the County, or such other official at the County who is responsible for preparing property tax bills. "Authori " means the Temecula Public Financing Authority and any successor thereto. "Authority Attorney" means any attorney or firm of attorneys employed by the Authority or the City in the capacity of general counsel to the Authority. "Authorized Denominations" means (a) with respect to any Current Interest Bonds, $5,000 and integral multiples thereof, and (b) with respect to any Capital Appreciation Bonds, $5,000 Maturity Value and any integral multiples thereof. "Authorized Officer" means the Chair of the Board of Directors of the Authority, or the Executive Director, Treasurer or Secretary of the Authority, or any other officer or employee of the Authority or the City authorized by the Board of Directors of the Authority or by an Authorized Officer to undertake the action referenced in the Fiscal Agent Agreement as required to be undertaken by an Authorized Officer. "Beneficial Owner" has the meaning given to such term in the Fiscal Agent Agreement. "Bond Counsel" means (i) Quint & Thimmig LLP, or (ii) any other attorney or firm of attorneys acceptable to the Authority and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Fund" means the fund by that name established by the Fiscal Agent Agreement. "Bond Obligation" means, as of any given date of calculation, (a) with respect to any Outstanding Current Interest Bond, the principal amount of such Bond, and (b) with respect to any Outstanding Capital Appreciation Bond, the then Accreted Value thereof. "Bond Register" means the books for the registration and transfer of Bonds maintained by the Fiscal Agent under the Fiscal Agent Agreement. "Bond Year" means the one-year period beginning on September 2nd in each year and ending on September 1st in the following year. "Bonds" means the 2017 Bonds, the 2023A Bonds, the 2023B Bonds and, if the context requires, any Parity Bonds, at any time Outstanding under the Fiscal Agent Agreement or any Supplemental Agreement thereto. "Business Day" means any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in the state in which the Fiscal Agent has its principal corporate trust office are authorized or obligated by law or executive order to be closed. "CDIAC" means the California Debt and Investment Advisory Commission of the office of the State Treasurer of the State of California or any successor agency or bureau thereto. C-2 "Capital Appreciation Bonds" means 2023B Bonds, and any Parity Bonds the interest on which is accretes following their issuance, with all principal and interest payable solely at maturity or earlier redemption date. "Capitalized Interest Account" means the account by that name established within the Bond Fund by the Fiscal Agent Agreement. "CC" means the City of Temecula, California. "Closing Date" means (a) with respect to the 2017 Bonds, the date upon which there is a physical delivery of the 2017 Bonds in exchange for the amount representing the purchase price of the 2017 Bonds by the Original Purchaser; and (b) with respect to the 2023 Bonds, the date upon which there is a physical delivery of the 2023 Bonds in exchange for the amount representing the purchase price of the 2023 Bonds by the Original Purchaser. "Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the 2017 Bonds or (except as otherwise referenced in the Fiscal Agent Agreement) as it may be amended to apply to obligations issued on the date of issuance of the 2017 Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. "Continuing Disclosure Agreement" means, collectively (i) the Continuing Disclosure Agreement of the Authority, dated as of March 1, 2017, by and between the Authority and Webb Municipal Finance, LLC, as dissemination agent (the "Dissemination Agent"), as originally executed and as it may be amended from time to time in accordance with its terms; and (ii) the Continuing Disclosure Agreement pertaining to the 2023 Bonds, dated as of March 1, 2023 for the 2023 Bonds, by the Authority and the Dissemination Agent, as originally executed and as it may be amended from time to time in accordance with its terms. "Costs of Issuance" means items of expense payable or reimbursable directly or indirectly by the Authority or the City and related to the authorization, sale and issuance of the 2023 Bonds, which items of expense will include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees and charges of the Fiscal Agent including its first annual administration fee, fees and expenses of Fiscal Agent's counsel, expenses incurred by the City or the Authority in connection with the issuance of the 2023 Bonds, special tax consultant fees and expenses, Bond (underwriter's) discount, legal fees and charges, including bond counsel and disclosure counsel, municipal advisor's fees, appraisal fees, charges for execution, transportation and safekeeping of the 2023 Bonds, and other costs, charges and fees in connection with the foregoing. "Costs of Issuance Fund" means the fund by that name established by the Fiscal Agent Agreement. "Coup " means the County of Riverside, California. "Current Interest Bonds" means 2017 Bonds, the 2023A Bonds and any Parity Bonds the interest on which is payable on each Interest Payment Date following their issuance until the earlier of maturity or redemption. "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. "Debt Service" means the scheduled amount of interest and amortization of principal, or Accreted Value on the Bonds and the scheduled amount of interest and amortization of principal or Accreted Value payable on any Parity Bonds during the period of computation, excluding amounts C-3 scheduled during such period which relate to principal or Accreted Value which has been retired before the beginning of such period. "Denominational Amount" means, with respect to a Capital Appreciation Bond, the initial principal amount thereof. "Depository" means (i) initially, DTC, and (ii) any other Securities Depository acting as Depository pursuant to the Fiscal Agent Agreement. "District" means the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2), formed by the Authority under the Act and the Resolution of Formation. "Fair Market Value" means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security --State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State of California but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States. "Federal Securities" means any of the following which are non -callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent: (i) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as "stripped" obligations and coupons; or (ii) any of the following obligations of the following agencies of the United States of America: (a) direct obligations of the Export -Import Bank, (b) certificates of beneficial ownership issued by the Farmers Home Administration, (c) participation certificates issued by the General Services Administration, (d) mortgage -backed bonds or pass -through obligations issued and guaranteed by the Government National Mortgage Association, (e) project notes issued by the United States Department of Housing and Urban Development, and (f) public housing notes and bonds guaranteed by the United States of America. "Fiscal Agent" means the Fiscal Agent appointed by the Authority and acting as an independent fiscal agent with the duties and powers provided in the Fiscal Agent Agreement, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in the Fiscal Agent Agreement. "Fiscal Agent Agreement," when used in this Appendix C, means the Amended and Restated Fiscal Agent Agreement, dated as of March 1, 2023, between the Authority, for and on behalf of the District, and the Fiscal Agent, as in effect on the Closing Date for the 2023 Bonds, and as C-4 it may be amended or supplemented from time to time by any Supplemental Agreement adopted pursuant to the provisions thereof. "Fiscal Year" means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive. "Fitch" means Fitch, Inc. and any successor thereto. "Improvement Fund" means the fund by that name created by and held by the Fiscal Agent pursuant to the Fiscal Agent Agreement. "Independent Financial Consultant" means any consultant or firm of such consultants appointed by the Authority, the City or the Treasurer, and who, or each of whom: (i) is judged by the person or entity that approved them to have experience in matters relating to the issuance and / or administration of bonds under the Act; (ii) is in fact independent and not under the domination of the Authority; (iii) does not have any substantial interest, direct or indirect, with or in the Authority, or any owner of real property in the District, or any real property in the District; and (iv) is not connected with the City or the Authority as an officer or employee of the City or the Authority, but who may be regularly retained to make reports to the City or the Authority. "Information Services" means the Electronic Municipal Market Access System (referred to as "EMMA"), a facility of the Municipal Securities Rulemaking Board (at http:/ /emma.msrb.org); and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such services providing information with respect to called bonds as the Authority may designate in an Officer's Certificate delivered to the Fiscal Agent. "Interest Payment Dates" means March 1 and September 1 of each year, so long as the Bonds are Outstanding. "Maturi , Value" means (a) with respect to any Capital Appreciation Bond, the Accreted Value of any such Bond on its stated maturity date; and (b) with respect to any Current Interest Bond, the principal amount thereof. "Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. "Moody s" means Moody's Investors Service, and any successor thereto. "Officer's Certificate" means a written certificate of the Authority signed by an Authorized Officer of the Authority. "Ordinance" means any ordinance of the Authority levying the Special Taxes. "Original Fiscal Agent Agreement" means the Fiscal Agent Agreement, dated as of March 1, 2017, between the Authority, for and on behalf of the District, and the Fiscal Agent as successor in interest to U.S. Bank National Association, as fiscal agent. "Original Purchaser" means Stifel, Nicolaus & Company, Incorporated, the first purchaser of the 2017 Bonds and the 2023 Bonds from the Authority. "Outstanding," when used as of any particular time with reference to Bonds, means all Bonds except: (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of the defeasance provisions of the Fiscal Agent Agreement; and (iii) Bonds in lieu of or in substitution for which other Bonds will have been authorized, executed, issued and delivered by the Authority pursuant to the Fiscal Agent Agreement or any Supplemental Agreement. C-5 "Owner" or "Bondowner" means any person who is the registered owner of any particular Outstanding Bond. "Parity Bonds" means bonds issued by the Authority for the District and secured on a parity with any then Outstanding Bonds pursuant to the Fiscal Agent Agreement. "Participating Underwriter" will have the meaning ascribed thereto in the Continuing Disclosure Agreement. "Permitted Investments" means any of the following, but only to the extent that the same are acquired at Fair Market Value: (a) Federal Securities. (b) Registered state warrants or treasury notes or bonds of the State of California (the "State"), including bonds payable solely out of the revenues from a revenue -producing property owned, controlled, or operated by the State or by a department, board, agency, or authority of the State, which are rated in one of the two highest short-term or long-term rating categories by either Moody's or S&P, and which have a maximum term to maturity not to exceed three years. (c) Unsecured certificates of deposit, time deposits and bankers' acceptance of any bank the short-term obligations of which are rated on the date of purchase "A-1+" or better by S&P and "P-1" by Moody's and or certificates of deposit (including those of the Fiscal Agent, its parent and its affiliates) secured at all times by collateral that may be used by a national bank for purposes of satisfying its obligations to collateralize pursuant to federal law which are issued by commercial banks, savings and loan associations or mutual savings bank whose short-term obligations are rated on the date of purchase A-1 or better by S&P, Moody's and Fitch. (d) Commercial paper which at the time of purchase is of "prime" quality of the highest ranking or of the highest letter and numerical rating as provided by either Moody's or S&P, which commercial paper is limited to issuing corporations that are organized and operating within the United States of America and that have total assets in excess of five hundred million dollars ($500,000,000) and that have an "A" or higher rating for the issuer's debentures, other than commercial paper, by either Moody's or S&P, provided that purchases of eligible commercial paper may not exceed 180 days' maturity nor represent more than 10 percent of the outstanding commercial paper of an issuing corporation. Purchases of commercial paper may not exceed 20 percent of the total amount invested pursuant to this definition of Permitted Investments. (e) A repurchase agreement with a state or nationally charted bank or trust company or a national banking association or government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York, provided that all of the following conditions are satisfied: (1) the agreement is secured by any one or more of the securities described in subdivision (a) of this definition of Permitted Investments, (2) the underlying securities are required by the repurchase agreement to be held by a bank, trust company, or primary dealer having a combined capital and surplus of at least one hundred million dollars ($100,000,000) and which is independent of the issuer of the repurchase agreement, and (3) the underlying securities are maintained at a market value, as determined on a marked -to -market basis calculated at least weekly, of not less than 103 percent of the amount so invested. (f) An investment agreement or guaranteed investment contract with, or guaranteed by, a financial institution the long-term unsecured obligations of which are rated Aa2 and No "AA" or better, respectively, by Moody's and S&P at the time of initial investment. The investment agreement will be subject to a downgrade provision with at least the following requirements: (1) the agreement will provide that within five business days after the financial institution's long-term unsecured credit rating has been withdrawn, suspended, other than because of general withdrawal or suspension by Moody's or S&P from the practice of rating that debt, or reduced below "AA-" by S&P or below "Aa3" by Moody's (these events are called "rating downgrades") the financial institution will give notice to the Authority and, within the five-day period, and for as long as the rating downgrade is in effect, will deliver in the name of the Authority or the Fiscal Agent to the Authority or the Fiscal Agent Federal Securities allowed as investments under subdivision (a) of this definition of Permitted Investments with aggregate current market value equal to at least 105 percent of the principal amount of the investment agreement invested with the financial institution at that time, and will deliver additional allowed federal securities as needed to maintain an aggregate current market value equal to at least 105 percent of the principal amount of the investment agreement within three days after each evaluation date, which will be at least weekly, and (2) the agreement will provide that, if the financial institution's long-term unsecured credit rating is reduced below "A3" by Moody's or below "A-" by S&P, the Fiscal Agent or the Authority may, upon not more than five business days' written notice to the financial institution, withdraw the investment agreement, with accrued but unpaid interest thereon to the date, and terminate the agreement. (g) The Local Agency Investment Fund of the State of California. (h) Investments in a money market fund (including any funds of the Fiscal Agent or its affiliates and including any funds for which the Fiscal Agent or its affiliates provides investment advisory or other management services) rated in the highest rating category (without regard to plus (+) or minus (-) designations) by Moody's or S&P. (i) Any other lawful investment for City funds. "Principal Office" means the corporate trust office of the Fiscal Agent set forth in the Fiscal Agent Agreement, except for the purpose of maintenance of the registration books and presentation of Bonds for payment, transfer or exchange, such term will mean the office at which the Fiscal Agent conducts its corporate agency business, or such other or additional offices as may be designated by the Fiscal Agent. "Project" means the facilities eligible to be funded by the District, as more particularly described in the Resolution of Formation. "Rate and Method of Apportionment of Special Taxes" means the rate and method of apportionment of special taxes for the District, as approved pursuant to the Resolution of Formation, and as it may be modified from time to time in accordance with the Act. "Record Date" means the fifteenth day of the month next preceding the month of the applicable Interest Payment Date, whether or not such day is a Business Day. "RefundingBonds" onds" means bonds issued by the Authority for the District the net proceeds of which are used to refund all or a portion of the then Outstanding Bonds; provided that the Debt Service on the Refunding Bonds in any Bond Year is not in excess of the Debt Service on the Bonds being refunded and the final maturity of the Refunding Bonds is not later than the final maturity of the Bonds being refunded. "Reserve Fund" means the fund by that name established pursuant to the Fiscal Agent Agreement. C-7 "Reserve Requirement" means, as of any date of calculation, an amount equal to the least of (i) the then Maximum Annual Debt Service, (ii) one hundred twenty-five percent (125%) of the then average Annual Debt Service, or (iii) ten percent (10%) of the then Outstanding principal amount of the Current Interest Bonds and the then Accreted Value of the Outstanding Capital Appreciation Bonds. "Resolution of Formation" means Resolution No. TPFA 16-04, adopted by the Board of Directors of the Authority on April 26, 2016. "S&P" means S&P Global Ratings, and any successor thereto. "Securities Depositories" means The Depository Trust Company, 55 Water Street, New York, New York 10041-0099, Fax (212) 855-7232; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and / or such other securities depositories as the Authority may designate in an Officer's Certificate delivered to the Fiscal Agent. "Special Tax A" will have the meaning given such term in the Rate and Method of Apportionment of Special Taxes. "Special Tax B" will have the meaning given such term in the Rate and Method of Apportionment of Special Taxes. "Special Tax Fund" means the fund by that name established by the Fiscal Agent Agreement. "Special Tax Prepayments" means the proceeds of any prepayments of Special Tax A received by the Authority, as calculated pursuant to the Rate and Method of Apportionment of the Special Taxes, less any administrative fees or penalties collected as part of any such prepayment. "Special Tax Prepayments Account" means the account by that name established within the Bond Fund by the Fiscal Agent Agreement. "Special Tax Revenues" means the proceeds of the Special Taxes received by the Authority, including any scheduled payments and any prepayments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien and interest thereon. "Special Tax Revenues" does not include any penalties collected in connection with delinquent Special Taxes, which amounts may be deposited to the Administrative Expense Fund or otherwise disposed of as determined by the Treasurer consistent with any applicable provisions of the Act. "Special Taxes" means the Special Tax A levied within the District pursuant to the Act, the Ordinance, the Rate and Method of Apportionment of Special Taxes and the Fiscal Agent Agreement. "Supplemental Agreement" means an agreement the execution of which is authorized by a resolution which has been duly adopted by the Authority under the Act and which agreement is amendatory of or supplemental to the Fiscal Agent Agreement, but only if and to the extent that such agreement is specifically authorized under the Fiscal Agent Agreement. "Tax Consultant" means any independent financial or tax consultant retained by the Authority or the City for the purpose of computing the Special Taxes. "Treasurer" means the Treasurer of the Authority or such other officer or employee of the Authority performing the functions of the chief financial officer of the Authority. W "2017 Account" means the account by that name within the Improvement Fund, created by and held by the Fiscal Agent pursuant to the Fiscal Agent Agreement. "2017 Bonds" means the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) 2017 Special Tax Bonds Outstanding under the Fiscal Agent Agreement. "2023 Account" means the account by that name within the Improvement Fund, created by and held by the Fiscal Agent pursuant to the Fiscal Agent Agreement. "2023 Bonds" means, collectively, the 2023A Bonds and the 2023B Bonds. "2023A Bonds" means the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 1) Special Tax Bonds, Series 2023A Outstanding under the Fiscal Agent Agreement. "2023B Bonds" means the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 1) Special Tax Bonds, Capital Appreciation Series 2023B Outstanding under the Fiscal Agent Agreement. Pledge of Special Tax Revenues The Bonds are secured by a first pledge of all of the Special Tax Revenues (other than the first Special Tax Revenues collected by the Authority in any Fiscal Year to be deposited to the Administrative Expense Fund pursuant to the Special Tax Fund provisions of the Fiscal Agent Agreement) and all moneys deposited in the Bond Fund (including the Special Tax Prepayments Account and the Capitalized Interest Account therein), the Reserve Fund and, until disbursed as provided in the Fiscal Agent Agreement, in the Special Tax Fund. The Special Tax Revenues and all moneys deposited into said funds (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose. Amounts in the Administrative Expense Fund, the 2017 Account or the 2023 Account of the Improvement Fund, the Costs of Issuance Fund, and the first Special Tax Revenues to be deposited each Fiscal Year to the Administrative Expense Fund under the Special Tax Fund provisions of the Fiscal Agent Agreement, are not pledged to the repayment of the Bonds. The Project is not in any way pledged to pay the Debt Service on the Bonds. Any proceeds of condemnation or destruction of any portion of the Project are not pledged to pay the Debt Service on the Bonds and are free and clear of any lien or obligation imposed under the Fiscal Agent Agreement. Funds and Accounts Improvement Fund. The Fiscal Agent Agreement establishes as a separate fund to be held by the Fiscal Agent, the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Improvement Fund (the "Improvement Fund"), and within the Improvement Fund a 2017 Account and a 2023 Account. Funds held in the Improvement Fund established under the Original Fiscal Agent Agreement will be deposited on the Closing Date for the 2023 Bonds to the 2017 Account as provided in the Fiscal Agent Agreement. Deposits will be made to the 2023 Account from the proceeds of the 2023 Bonds and as otherwise required by the Fiscal Agent Agreement. Moneys in the 2017 Account and in the 2023 Account of the Improvement Fund will be held by the Fiscal Agent for the benefit of the Authority, will be disbursed for the payment or reimbursement of costs of the Project, and are not pledged as security for the repayment of the Bonds. W Disbursements from the 2017 Account and in the 2023 Account of the Improvement Fund will be made by the Fiscal Agent upon receipt of an Officer's Certificate, which will: (a) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made (which will be for a Project cost), that the disbursement is a proper expenditure from the Improvement Fund, and the person to which the disbursement is to be paid; and (b) certify that no portion of the amount then being requested to be disbursed was set forth in any Officer's Certificate previously filed requesting a disbursement. In making disbursements from the 2017 Account and the 2023 Account of the Improvement Fund, the Fiscal Agent first will use the a portion of the amount in the 2023 Account as specified in the Fiscal Agent Agreement, second will use amounts in the 2017 Account, and when all amounts have been withdrawn from the 2017 Account, third from the 2023 Account. Each such Officer's Certificate or other certificate submitted to the Fiscal Agent will be sufficient evidence to the Fiscal Agent of the facts stated therein, and the Fiscal Agent will have no duty to confirm the accuracy of such facts. Moneys in the 2017 Account and the 2023 Account of the Improvement Fund will be invested and deposited in accordance with the Fiscal Agent Agreement. Interest earnings and profits from the investment and deposit of amounts in the 2017 Account and the 2023 Account of the Improvement Fund will be retained in the respective account of the Improvement Fund, to be used for the purposes of such account. Upon receipt by the Fiscal Agent of an Officer's Certificate stating that the Project has been completed and that all costs of the Project have been paid, or that any such costs are not required to be paid from the Improvement Fund, the Fiscal Agent will transfer the amount, if any, remaining in the 2017 Account and the 2023 Account of the Improvement Fund to the Bond Fund to be used to pay Debt Service on the Bonds on the next Interest Payment Date, and when no amounts remain on deposit in the accounts within the Improvement Fund, the Improvement Fund will be closed. Costs of Issuance Fund. The Fiscal Agent Agreement establishes as a separate fund to be held by the Fiscal Agent, the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) 2023 Costs of Issuance Fund (the "Costs of Issuance Fund"), to the credit of which deposits will be made as required by the Fiscal Agent Agreement. Moneys in the Costs of Issuance Fund will be held by the Fiscal Agent, will be disbursed as provided in the Fiscal Agent Agreement for the payment or reimbursement of Costs of Issuance and are not pledged as security for the repayment of the Bonds. Amounts in the Costs of Issuance Fund will be disbursed from time to time to pay Costs of Issuance, as set forth in a requisition containing respective amounts to be paid to the designated payees, signed by the Treasurer and delivered to the Fiscal Agent on the Closing Date, or otherwise in an Officer's Certificate delivered to the Fiscal Agent after the Closing Date. The Fiscal Agent will pay all Costs of Issuance after receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee pursuant to an Officer's Certificate requesting payment of Costs of Issuance. The Fiscal Agent will maintain the Costs of Issuance Fund for a period of 90 days from the date of delivery of the 2023 Bonds and then will transfer any moneys remaining therein, including any investment earnings thereon, to the Treasurer for deposit by the Treasurer in the Administrative Expense Fund. Moneys in the Costs of Issuance Fund will be invested and deposited in accordance with the Fiscal Agent Agreement. Interest earnings and profits resulting from said investment will be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes of such fund. Reserve Fund. The Fiscal Agent Agreement establishes as a separate fund to be held by the Fiscal Agent the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Reserve Fund (the "Reserve Fund"), to the credit of which a deposit will be made as required by the Fiscal Agent Agreement, which will be equal to the Reserve Requirement as of the Closing Date for the 2023 Bonds, and deposits will be made as provided in the Fiscal Agent C-10 Agreement. Moneys in the Reserve Fund will be held by the Fiscal Agent for the benefit of the Owners of the Bonds as a reserve for the payment of principal of, and interest and any premium on the Current Interest Bonds, and the Accreted Value of and any premium on the Capital Appreciation Bonds, and will be subject to a lien in favor of the Owners of the Bonds. Except as otherwise provided in the Fiscal Agent Agreement, all amounts deposited in the Reserve Fund will be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the amount then required for payment of the principal of, and interest and any premium on Current Interest Bonds, and the Accreted Value of and any premium on the Capital Appreciation Bonds or, in accordance with the Fiscal Agent Agreement, for the purpose of redeeming Bonds from the Bond Fund. Whenever transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent will provide written notice thereof to the Treasurer, specifying the amount withdrawn. Whenever, on the Business Day prior to any September 1 occurring on or after September 1, 2023, or on any other date at the request of the Treasurer, the amount in the Reserve Fund exceeds the Reserve Requirement, the Fiscal Agent will provide written notice to the Treasurer of the amount of the excess and will transfer an amount equal to the excess from the Reserve Fund to the Bond Fund to be used for the payment of Debt Service on the Bonds on the next Interest Payment Date in accordance with the Fiscal Agent Agreement. Whenever the balance in the Reserve Fund equals or exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to or Accreted Value as of the date of payment or redemption, as applicable, and premium, if any, due upon redemption, the Fiscal Agent will upon the written direction of the Treasurer transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date to the payment and redemption, in accordance with the Fiscal Agent Agreement, as applicable, of all of the Outstanding Bonds. In the event that the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund will be transferred to the Authority to be used for any lawful purpose under the Act. Notwithstanding the foregoing, no amounts will be transferred from the Reserve Fund pursuant to the Fiscal Agent Agreement until after (i) the calculation of any amounts due to the federal government pursuant to the rebate requirement provisions of the Fiscal Agent Agreement following payment of the Bonds and withdrawal of any such amount from the Reserve Fund for purposes of making such payment to the federal government, and (ii) payment of any fees and expenses due to the Fiscal Agent. Whenever Special Taxes are prepaid and Bonds are to be redeemed with the proceeds of such prepayment pursuant to the Fiscal Agent Agreement, funds in the Reserve Fund in the amount of any applicable 'Reserve Fund Credit," as such term is defined in and otherwise determined in accordance with Section H of the Rate and Method of Apportionment of Special Taxes, will be transferred on the Business Day prior to the redemption date by the Fiscal Agent to the Bond Fund to be applied to the redemption of the Bonds pursuant to the Fiscal Agent Agreement. The Treasurer will deliver to the Fiscal Agent an Officer's Certificate specifying any amount to be so transferred, and the Fiscal Agent may rely on any such Officer's Certificate. Amounts in the Reserve Fund will be withdrawn, at the written request of an Authorized Officer, for purposes of paying any rebate liability under the rebate requirement provisions of the Fiscal Agent Agreement. Moneys in the Reserve Fund will be invested in accordance with the Fiscal Agent Agreement. Interest earnings and profits resulting from said investment will be retained by the C-11 Fiscal Agent in the Reserve Fund to be used for the purposes of such fund, including any of the purposes specified in the Fiscal Agent Agreement. Bond Fund. The Fiscal Agent Agreement establishes as a separate fund to be held by the Fiscal Agent, the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Bond Fund (the 'Bond Fund"), to the credit of which deposits will be made as required by the Fiscal Agent Agreement or the Act. There is also created in the Bond Fund a separate account held by the Fiscal Agent, the Special Tax Prepayments Account, to the credit of which deposits will be made as provided in the Fiscal Agent Agreement. There is also hereby created in the Bond Fund a separate account held by the Fiscal Agent, the Capitalized Interest Account, to the credit of which a deposit will be made as provided in the Fiscal Agent Agreement. Moneys in the Bond Fund and the accounts therein will be held by the Fiscal Agent for the benefit of the Owners of the Bonds, will be disbursed for the payment of the principal of and interest, or Accreted Value, as applicable, and any premium on, the Bonds as described below, and, pending such disbursement, will be subject to a lien in favor of the Owners of the Bonds. Notwithstanding the foregoing, amounts in the Bond Fund may be used for the purposes set forth in the Fiscal Agent Agreement. On each Interest Payment Date, the Fiscal Agent will withdraw from the Bond Fund and pay to the Owners of the Bonds the principal, and interest and any premium, then due and payable on the Current Interest Bonds and the Accreted Value of and any premium on Capital Appreciation Bonds, including any amounts due on the Bonds by reason of the sinking payments set forth in the Fiscal Agent Agreement, or a redemption of the Bonds required by the Fiscal Agent Agreement, such payments to be made in the priority listed in the second succeeding paragraph. Notwithstanding the foregoing, (a) amounts in the Bond Fund as a result of a transfer from the Improvement Fund will be used to pay the principal of and interest on or Accreted Value of, as applicable, the Bonds prior to the use of any other amounts in the Bond Fund for such purpose; and (b) amounts in the Bond Fund as a result of a transfer of certain funds collected in respect to delinquent Special Taxes from the Special Tax Fund will be immediately disbursed by the Fiscal Agent to pay past due amounts owing on the Bonds. In the event that amounts in the Bond Fund are insufficient for the purposes set forth in the preceding paragraph, the Fiscal Agent will withdraw from the Reserve Fund to the extent of any funds therein amounts to cover the amount of such Bond Fund insufficiency. Amounts so withdrawn from the Reserve Fund will be deposited in the Bond Fund. If, after the foregoing transfers, there are insufficient funds in the Bond Fund to make the payments provided for in the first sentence of the second preceding paragraph, the Fiscal Agent will apply the available funds first to the payment of interest on the Current Interest Bonds, then to the payment of principal or Accreted Value due on the Bonds other than by reason of sinking payments, and then to payment of principal or Accreted Value due on the Bonds by reason of sinking payments. Each such payment will be made ratably to the Owners of the Bonds based on the then Outstanding principal amount of the Bonds, if there are insufficient funds to make the corresponding payment for all of the then Outstanding Bonds. Any sinking payment not made as scheduled will be added to the sinking payment to be made on the next sinking payment date. Moneys in the Special Tax Prepayments Account will be transferred by the Fiscal Agent to the Bond Fund on the next date for which notice of redemption of Bonds can timely be given under the Fiscal Agent Agreement, and notice to the Fiscal Agent can timely be given under the Fiscal Agent Agreement, and will be used (together with any amounts transferred from the Reserve Fund) to redeem Bonds on the redemption date selected in accordance with the Fiscal Agent Agreement. Moneys in the Capitalized Interest Account will be transferred to the Bond Fund on the Business Day prior to September 1, 2023, and following such transfer the Capitalized Interest Account will be closed. C-12 Moneys in the Bond Fund, the Special Tax Prepayments Account and the Capitalized Interest Account will be invested and deposited in accordance with the Fiscal Agent Agreement. Interest earnings and profits resulting from the investment and deposit of amounts in the Bond Fund, the Special Tax Prepayments Account and the Capitalized Interest Account will be retained in the Bond Fund, the Special Tax Prepayments Account and the Capitalized Interest Account, respectively, to be used for purposes of such fund and accounts. Administrative Expense Fund. The Fiscal Agent Agreement establishes as a separate fund to be held by the Treasurer, the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Administrative Expense Fund (the "Administrative Expense Fund"), to the credit of which deposits will be made as required by the Fiscal Agent Agreement. Moneys in the Administrative Expense Fund will be held by the Treasurer for the benefit of the Authority, will be disbursed as described below and are not pledged as security for the repayment of the Bonds. Amounts in the Administrative Expense Fund will be withdrawn by the Treasurer and paid to the Authority or its order upon receipt by the Treasurer of an Officer's Certificate stating the amount to be withdrawn, that such amount is to be used to pay an Administrative Expense or Costs of Issuance, and the nature of such Administrative Expense or Costs of Issuance. Amounts transferred from the Costs of Issuance Fund to the Administrative Expense Fund pursuant to the Fiscal Agent Agreement will be separately identified at all times, and will be expended for purposes of the Administrative Expense Fund prior to the use of amounts transferred to the Administrative Expense Fund from the Special Tax Fund pursuant to the Fiscal Agent Agreement. Annually, on the last day of each Fiscal Year, the Treasurer will withdraw any amounts then remaining in the Administrative Expense Fund in excess of $30,000.00 that have not otherwise been allocated to pay Administrative Expenses incurred but not yet paid, and which are not otherwise encumbered, and transfer such amounts to the Fiscal Agent for deposit by the Fiscal Agent in the Special Tax Fund. Moneys in the Administrative Expense Fund will be invested and deposited in accordance with the Fiscal Agent Agreement. Interest earnings and profits resulting from said investment will be retained by the Treasurer in the Administrative Expense Fund to be used for the purposes thereof. Certain Covenants of the Authority Punctual Payment. The Authority will punctually pay or cause to be paid the principal of and interest on, or Accreted Value of, and any premium on, the Bonds when and as due in strict conformity with the terms of the Fiscal Agent Agreement and any Supplemental Agreement, and it will faithfully observe and perform all of the conditions, covenants and requirements of the Fiscal Agent Agreement and all Supplemental Agreements and of the Bonds. Limited Obligation. The Bonds are limited obligations of the Authority on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Bond Fund (including the Capitalized Interest Account and the Special Tax Prepayments Account therein), the Reserve Fund and, until disbursed as provided in the Fiscal Agent Agreement, the Special Tax Fund. Extension of Time for Pam. In order to prevent any accumulation of claims for interest after maturity, the Authority will not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on or Accreted Value of any of the Bonds and will not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or Accreted Value or in any other manner. In case any such claim for interest will be extended or funded, whether or not with the consent of the Authority, such claim for interest C-13 or Accreted Value so extended or funded will not be entitled, in case of default under the Fiscal Agent Agreement, to the benefits of the Fiscal Agent Agreement, except subject to the prior payment in full of the principal or Accreted Value, as applicable, of all of the Bonds then Outstanding and of all claims for interest or Accreted Value which will not have so extended or funded. Against Encumbrances. The Authority will not encumber, pledge or place any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the Bonds superior to or on a parity with the pledge and lien in the Fiscal Agent Agreement created for the benefit of the Bonds, except as permitted by the Fiscal Agent Agreement. Books and Records. The Authority will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Authority, in which complete and correct entries will be made of all transactions relating to the expenditure of amounts disbursed from the Administrative Expense Fund and to the Special Tax Revenues. Such books of record and accounts will at all times during business hours be subject to the inspection of the Fiscal Agent and the Owners of not less than ten percent (10%) of the then Bond Obligation, or their representatives duly authorized in writing. Protection of Security and Rights of Owners. The Authority will preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the delivery of any of the Bonds by the Authority, the Bonds will be incontestable by the Authority. Compliance with Act. The Authority will comply with all applicable provisions of the Act and law in administering the District. Collection of Special Tax Revenues. The Authority will comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues, including without limitation, the enforcement of delinquent Special Taxes. On or within five (5) Business Days of each June 1, the Fiscal Agent will provide the Treasurer with a notice stating the amount then on deposit in the Bond Fund (including any amounts in the Capitalized Interest Account or the Special Tax Prepayments Account therein) and the Reserve Fund, and informing the Authority that the Special Taxes may need to be levied pursuant to the Ordinance as necessary to provide for the Debt Service to become due on the Bonds in the calendar year that commences in the Fiscal Year for which the levy is to be made, and Administrative Expenses and replenishment (if necessary) of the Reserve Fund so that the balance therein equals the Reserve Requirement. The receipt of or failure to receive such notice by the Treasurer will in no way affect the obligations of the Treasurer under the following two paragraphs. Upon receipt of such notice, the Treasurer will communicate with the Auditor to ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account any parcel splits during the preceding and then current year. The Treasurer will effect the levy of the Special Taxes each Fiscal Year in accordance with the Ordinance by each July 15 that the Bonds are outstanding, or otherwise such that the computation of the levy is complete before the final date on which the Auditor will accept the transmission of the Special Tax amounts for the parcels within the District for inclusion on the next real property tax roll. Upon the completion of the computation of the amounts of the levy, the Treasurer will prepare or cause to be prepared, and will transmit to the Auditor, such data as the Auditor requires to include the levy of the Special Taxes on the next real property tax roll. The Treasurer will fix and levy the amount of Special Taxes within the District required for the payment of principal of and interest on, and Accreted Value of, any outstanding Bonds of the District becoming due and payable during the ensuing year, including any necessary replenishment or expenditure of the Reserve Fund for the Bonds and an amount estimated to be sufficient to pay the Administrative Expenses (including amounts necessary to discharge any obligation under the C-14 rebate requirements of the Fiscal Agent Agreement) during such year, taking into account the balances in such funds and in the Special Tax Fund. The Special Taxes so levied will not exceed the maximum amounts as provided in the Rate and Method of Apportionment of Special Taxes. The Special Taxes, when levied, will be payable and be collected in the same manner and at the same time and in the same installments as the general taxes on real property are payable, and have the same priority, become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the ad valorem taxes on real property; provided that, pursuant to and in accordance with the Ordinance, the Special Taxes may be collected by means of direct billing of the property owners within the District, in which event the Special Taxes will become delinquent if not paid when due pursuant to said billing. Further Assurances. The Authority will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of the Fiscal Agent Agreement, and for the better assuring and confirming unto the Owners of the rights and benefits provided in the Fiscal Agent Agreement. Private Activity Bond Limitations. The Authority will assure that the proceeds of the 2017 Bonds are not so used as to cause the 2017 Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code. The Authority will assure that the proceeds of the 2023 Bonds are not so used as to cause the 2023 Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code. Federal Guarantee Prohibition. The Authority will not take any action or permit or suffer any action to be taken if the result of the same would be to cause the 2017 Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code. The Authority will not take any action or permit or suffer any action to be taken if the result of the same would be to cause the 2023 Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code. Rebate Requirement. The Authority will take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the 2017 Bonds and / or the 2023 Bonds. If necessary, the Authority may use amounts in the Reserve Fund, amounts on deposit in the Administrative Expense Fund, and any other funds available to the District, including amounts advanced by the Authority or the City, in its respective sole discretion, to be repaid by the District as soon as practicable from amounts described in the preceding clauses, to satisfy its rebate requirement obligations under the Fiscal Agent Agreement. The Treasurer will take note of any investment of monies under the Fiscal Agent Agreement in excess of the yield on the 2017 Bonds and any investment of monies under the Fiscal Agent Agreement in excess of the yield on the 2023 Bonds, and will take such actions as are necessary to ensure compliance with the rebate requirement obligations under the Fiscal Agent Agreement, such as increasing the portion of the Special Tax levy for Administration Expenses as appropriate to have funds available in the Administrative Expense Fund to satisfy any rebate liability under the Fiscal Agent Agreement. In order to provide for the administration of the rebate covenants of the Fiscal Agent Agreement, the Treasurer may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the Treasurer may deem appropriate and in addition, and without limitation of the provisions of the Fiscal Agent Agreement, the Treasurer may rely conclusively upon and be fully protected from all liability in relying upon the opinions, determinations, calculations and advice of such agents, attorneys and consultants employed under the Fiscal Agent Agreement. Any fees or expenses incurred by the Authority or the City under or pursuant to the rebate requirements of the Fiscal Agent Agreement will be Administrative Expenses. C-15 The Fiscal Agent may rely conclusively upon the Authority's determinations, calculations and certifications required by the rebate requirements of the Fiscal Agent Agreement. The Fiscal Agent will have no responsibility to independently make any calculation or determination or to review the Authority's calculations under the Fiscal Agent Agreement. No Arbitrage. The Authority will not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the proceeds of the 2017 Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the 2017 Bonds would have caused the 2017 Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. The Authority will not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the proceeds of the 2023 Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the 2023 Bonds would have caused the 2023 Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. Yield of the 2017 Bonds. In determining the yield of the 2017 Bonds and the yield on the 2023 Bonds to comply with the rebate requirements and no arbitrage provisions of the Fiscal Agent Agreement, the Authority will take into account redemption (including premium, if any) in advance of maturity based on the reasonable expectations of the Authority, as of the Closing Date for the respective series of the Bonds, regarding prepayments of Special Taxes and use of prepayments for redemption of the Bonds, without regard to whether or not prepayments are received or 2017 Bonds or 2023 Bonds are redeemed. Maintenance of Tax -Exemption. The Authority will take all actions necessary to assure the exclusion of interest on the 2017 Bonds from the gross income of the Owners of the 2017 Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the 2017 Bonds. The Authority will take all actions necessary to assure the exclusion of interest on the 2023 Bonds from the gross income of the Owners of the 2023 Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the 2023 Bonds. Continuing Disclosure to Owners. The Authority hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of the Fiscal Agent Agreement, failure of the Authority to comply with the Continuing Disclosure Agreement will not be considered a default under the Fiscal Agent Agreement; however, any Participating Underwriter or any owner or Beneficial Owner (as defined in the Fiscal Agent Agreement) of Bonds may take such actions as may be necessary and appropriate to compel performance by the Authority of its obligations thereunder, including seeking mandate or specific performance by court order. Reduction of Special Taxes. The Authority covenants and agrees to not consent or conduct proceedings with respect to a reduction in the maximum Special Taxes that may be levied in the District below an amount, for any Fiscal Year, equal to 110% of the aggregate of the Debt Service due on the Bonds in such Fiscal Year, plus a reasonable estimate of Administrative Expenses for such Fiscal Year. It is acknowledged that Bondowners are purchasing the Bonds in reliance on the foregoing covenant, and that said covenant is necessary to assure the full and timely payment of the Bonds. Limits on Special Tax Waivers and Bond Tenders. The Authority covenants not to exercise its rights under the Act to waive delinquency and redemption penalties related to the Special Taxes or to declare Special Tax penalties amnesty program if to do so would materially and adversely affect the interests of the owners of the Bonds and further covenants not to permit the tender of Bonds in payment of any Special Taxes except upon receipt of a certificate of an Independent Financial Consultant that to accept such tender will not result in the Authority having insufficient C-16 Special Tax Revenues to pay the principal of and interest on, and Accreted Value of, as applicable, the Bonds remaining Outstanding following such tender. No Additional Bonds. Except as expressly permitted by the parity bond provison of the Fiscal Agent Agreement, the Authority will not issue any additional bonds secured by (A) a pledge of Special Taxes on a parity with or senior to the pledge thereof under the Fiscal Agent Agreement; or (B) any amounts in any funds or accounts established under the Fiscal Agent Agreement. Authority Bid at Foreclosure Sale. The Authority will not bid at a foreclosure sale of property in respect of delinquent Special Taxes unless it expressly agrees to take the property subject to the lien for Special Taxes imposed by the District and that the Special Taxes levied on the property are payable while the Authority owns the property. Deposit and Investment of Moneys in Funds Moneys in any fund or account created or established by the Fiscal Agent Agreement and held by the Fiscal Agent will be invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer's Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. In the absence of any such Officer's Certificate, the Fiscal Agent will invest, to the extent reasonably practicable, any such moneys in Permitted Investments described in clause (h) of the definition thereof in the Fiscal Agent Agreement; provided, however, that any such investment will be made by the Fiscal Agent only if, prior to the date on which such investment is to be made, the Fiscal Agent will have received an Officer's Certificate specifying a specific money market fund into which the funds will be invested and, if no such Officer's Certificate is so received, the Fiscal Agent will hold such moneys uninvested. The Treasurer will make note of any investment of funds under the Fiscal Agent Agreement in excess of the yield on the Bonds, so that appropriate actions can be taken to assure compliance with the rebate requirements of the Fiscal Agent Agreement. Moneys in any fund or account created or established by the Fiscal Agent Agreement and held by the Treasurer will be invested by the Treasurer in any Permitted Investment, which in any event by its terms matures prior to the date on which such moneys are required to be paid out under the Fiscal Agent Agreement. Obligations purchased as an investment of moneys in any fund will be deemed to be part of such fund or account, subject, however, to the requirements of the Fiscal Agent Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts. Whenever in the Fiscal Agent Agreement any moneys are required to be transferred by the Authority to the Fiscal Agent, such transfer may be accomplished by transferring a like amount of Permitted Investments. The Fiscal Agent and its affiliates or the Treasurer may act as sponsor, advisor, depository, principal or agent in the acquisition or disposition of any investment. Neither the Fiscal Agent nor the Treasurer will incur any liability for losses arising from any investments made pursuant to the investment provisions of the Fiscal Agent Agreement. The Fiscal Agent will not be required to determine the legality of any investments. Except as otherwise described in the next sentence, all investments of amounts deposited in any fund or account created by or pursuant to the Fiscal Agent Agreement, or otherwise containing gross proceeds of the Bonds (within the meaning of section 148 of the Code) will be acquired, disposed of, and valued (as of the date that valuation is required by the Fiscal Agent Agreement or the Code) at Fair Market Value. The Fiscal Agent will have no duty in connection with the determination of Fair Market Value other than to follow the investment direction of an Authorized Officer in any written direction of any Authorized Officer. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under the applicable provisions of the Code and (unless valuation is undertaken at least annually) investments in the subaccounts within the Reserve Fund will be valued at their present value (within the meaning of section 148 of the Code). The Fiscal Agent will not be liable for verification of the application of such sections of the Code. C-17 Investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions in the Fiscal Agent Agreement for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent or the Treasurer under the Fiscal Agent Agreement, provided that the Fiscal Agent or the Treasurer, as applicable, will at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in the Fiscal Agent Agreement. The Fiscal Agent or the Treasurer, as applicable, will sell at Fair Market Value, or present for redemption, any investment security whenever it will be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the Treasurer will be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance with the Fiscal Agent Agreement. Liability of Authority The Authority will not incur any responsibility in respect of the Bonds or the Fiscal Agent Agreement other than in connection with the duties or obligations explicitly in the Fiscal Agent Agreement or in the Bonds assigned to or imposed upon it. The Authority will not be liable in connection with the performance of its duties under the Fiscal Agent Agreement, except for its own negligence or willful default. The Authority will not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions covenants or agreements of the Fiscal Agent in the Fiscal Agent Agreement or of any of the documents executed by the Fiscal Agent in connection with the Bonds, or as to the existence of a default or event of default thereunder. In the absence of bad faith, the Authority, including the Treasurer, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Authority and conforming to the requirements of the Fiscal Agent Agreement. The Authority, including the Treasurer, will not be liable for any error of judgment made in good faith unless it will be proved that it was negligent in ascertaining the pertinent facts. No provision of the Fiscal Agent Agreement will require the Authority to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the Special Tax Revenues) in the performance of any of its obligations under the Fiscal Agent Agreement, or in the exercise of any of its rights or powers, if it will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Authority and the Treasurer may rely and will be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Authority may consult with counsel, who may be the Authority Attorney, with regard to legal questions, and the opinion of such counsel will be full and complete authorization and protection in respect of any action taken or suffered by it under the Fiscal Agent Agreement in good faith and in accordance therewith. The Authority will not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactory established, if disputed. Whenever in the administration of its duties under the Fiscal Agent Agreement the Authority or the Treasurer will deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under the Fiscal Agent Agreement, such matter (unless other evidence in respect thereof be in the Fiscal Agent Agreement specifically prescribed) may, in the C-18 absence of willful misconduct on the part of the Authority, be deemed to be conclusively proved and established by a certificate of the Fiscal Agent, an Independent Financial Consultant or a Tax Consultant, and such certificate will be full warrant to the Authority and the Treasurer for any action taken or suffered under the provisions of the Fiscal Agent Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Authority or the Treasurer may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. In order to perform its duties and obligations under the Fiscal Agent Agreement, the Authority and / or the Treasurer may employ such persons or entities as it deems necessary or advisable. The Authority will not be liable for any of the acts or omissions of such persons or entities employed by it in good faith under the Fiscal Agent Agreement, and will be entitled to rely, and will be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities. The Fiscal Agent U.S. Bank Trust Company, National Association is appointed Fiscal Agent and paying agent for the Bonds under the Fiscal Agent Agreement. The Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set forth in the Fiscal Agent Agreement, and no implied covenants or obligations will be read into the Fiscal Agent Agreement against the Fiscal Agent. Any company into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it will be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company will be eligible under the following paragraph, will be the successor to such Fiscal Agent without the execution or filing of any paper or any further act, anything in the Fiscal Agent Agreement to the contrary notwithstanding. The Fiscal Agent will give the Treasurer written notice of any such succession under the Fiscal Agent Agreement. The Authority may at any time remove the Fiscal Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor will be a bank, corporation or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and subject to supervision or examination by federal or state authority. If such bank, corporation or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of the Fiscal Agent Agreement, combined capital and surplus of such bank or trust company will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Fiscal Agent may at any time resign by giving written notice to the Authority and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the Authority will promptly appoint a successor Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal Agent will become effective upon acceptance of appointment by the successor Fiscal Agent. Upon such acceptance, the successor Fiscal Agent will be vested with all rights and powers of its predecessor under the Fiscal Agent Agreement without any further act. If no appointment of a successor Fiscal Agent will be made pursuant to the foregoing provisions within forty-five (45) days after the Fiscal Agent will have given to the Authority written notice or after a vacancy in the office of the Fiscal Agent will have occurred by reason of its inability to act, the Fiscal Agent or any Owner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent. C-19 If, by reason of the judgment of any court, or reasonable agency, the Fiscal Agent is rendered unable to perform its duties under the Fiscal Agent Agreement, all such duties and all of the rights and powers of the Fiscal Agent under the Fiscal Agent Agreement will be assumed by and vest in the Treasurer of the Authority in trust for the benefit of the Owners. The Authority covenants for the direct benefit of the Owners that its Treasurer in such case will be vested with all of the rights and powers of the Fiscal Agent under the Fiscal Agent Agreement, and will assume all of the responsibilities and perform all of the duties of the Fiscal Agent under the Fiscal Agent Agreement, in trust for the benefit of the Owners of the Bonds. In such event, the Treasurer may designate a successor Fiscal Agent qualified to act as Fiscal Agent under the Fiscal Agent Agreement. The recitals of facts, covenants and agreements in the Fiscal Agent Agreement and in the Bonds contained will be taken as statements, covenants and agreements of the Authority, and the Fiscal Agent assumes no responsibility for the correctness of the same, or makes any representations as to the validity or sufficiency of the Fiscal Agent Agreement or of the Bonds, or will incur any responsibility in respect thereof, other than in connection with the duties or obligations in the Fiscal Agent Agreement or in the Bonds assigned to or imposed upon it. The Fiscal Agent will not be liable in connection with the performance of its duties under the Fiscal Agent Agreement, except for its own negligence or willful default. The Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of the Fiscal Agent Agreement; but in the case of any such certificates or opinions by which any provision of the Fiscal Agent Agreement are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent will be under a duty to examine the same to determine whether or not they conform to the requirements of the Fiscal Agent Agreement. Except as provided above in this paragraph, Fiscal Agent will be protected and will incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of the Fiscal Agent Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it will in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of the Fiscal Agent Agreement, and the Fiscal Agent will not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument. The Fiscal Agent will not be liable for any error of judgment made in good faith unless it will be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts. No provision of the Fiscal Agent Agreement will require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under the Fiscal Agent Agreement, or in the exercise of any of its rights or powers. The Fiscal Agent will be under no obligation to exercise any of the rights or powers vested in it by the Fiscal Agent Agreement at the request or direction of any of the Owners pursuant to the Fiscal Agent Agreement unless such Owners will have offered to the Fiscal Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not the Fiscal Agent. The Fiscal Agent has no duty or obligation whatsoever to enforce the collection of Special Taxes or other funds to be deposited with it under the Fiscal Agent Agreement, or as to the C-20 correctness of any amounts received, and its liability will be limited to the proper accounting for such funds as it will actually receive. The Fiscal Agent may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel will be full and complete authorization and protection in respect of any action taken or suffered by it under the Fiscal Agent Agreement in good faith and in accordance therewith. In order to perform its duties and obligations under the Fiscal Agent Agreement, the Fiscal Agent may employ such persons or entities as it deems necessary or advisable. The Fiscal Agent will not be liable for any of the acts or omissions of such persons or entities employed by it in good faith under the Fiscal Agent Agreement, and will be entitled to rely, and will be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities. The Fiscal Agent will provide to the Authority such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent under the Fiscal Agent Agreement as the Authority will reasonably request, including but not limited to quarterly statements reporting funds held and transactions by the Fiscal Agent. The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete and correct entries will be made of all transactions relating to the expenditure of amounts disbursed from the Bond Fund (including the Capitalized Interest Account and the Special Tax Prepayments Account therein), the Reserve Fund, the Special Tax Fund, the Improvement Fund and the Costs of Issuance Fund. Such books of record and accounts will at all times during business hours be subject to the inspection of the Authority and the Owners of not less than ten percent (10%) of the Bond Obligation then Outstanding, or their representatives duly authorized in writing upon reasonable prior notice. The Fiscal Agent may rely and will be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed in good faith by it to be genuine and to have been signed or presented by the proper party or proper parties. The Fiscal Agent will not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under the Fiscal Agent Agreement the Fiscal Agent will deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under the Fiscal Agent Agreement, such matter (unless other evidence in respect thereof be in the Fiscal Agent Agreement specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed to be conclusively proved and established by an Officer's Certificate, and such certificate will be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of the Fiscal Agent Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Authority will pay to the Fiscal Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under the Fiscal Agent Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under the Fiscal Agent Agreement, but the Fiscal Agent will not have a lien therefor on any funds at any time held by it under the Fiscal Agent Agreement. The Authority further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent, its officers, employees, directors and agents harmless against any costs, expenses, claims or liabilities whatsoever, including without limitation C-21 fees and expenses of its attorneys, which it may incur in the exercise and performance of its powers and duties under the Fiscal Agent Agreement which are not due to its negligence or willful misconduct. The obligation of the Authority to the Fiscal Agent under the Fiscal Agent Agreement will survive resignation or removal of the Fiscal Agent under the Fiscal Agent Agreement and payment of the Bonds and discharge of the Fiscal Agent Agreement, but any monetary obligation of the Authority arising thereunder will be limited solely to amounts on deposit in the Administrative Expense Fund. Modification and Amendment The Fiscal Agent Agreement and the rights and obligations of the Authority and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate amount of the then Bond Obligation, exclusive of Bonds disqualified as provided in the Fiscal Agent Agreement. No such modification or amendment will (i) extend the maturity of any Bond or reduce the interest rate or Accretion Rate, as applicable, thereon, or otherwise alter or impair the obligation of the Authority to pay the principal of and the interest on, or Accreted Value of, as applicable, and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the Authority of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the Owners of the Bonds (except as otherwise permitted by the Act, the laws of the State of California or the Fiscal Agent Agreement), or (iii) reduce the percentage of Bonds required for the amendment of the Fiscal Agent Agreement. Any such amendment may not modify any of the rights or obligations of the Fiscal Agent without its written consent. The Fiscal Agent Agreement and the rights and obligations of the Authority and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes: (A) to add to the covenants and agreements of the Authority in the Fiscal Agent Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power in the Fiscal Agent Agreement reserved to or conferred upon the Authority; (B) to make modifications not adversely affecting any Outstanding series of Bonds of the Authority in any material respect; (C) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in the Fiscal Agent Agreement, or in regard to questions arising under the Fiscal Agent Agreement, as the Authority or the Fiscal Agent may deem necessary or desirable and not inconsistent with the Fiscal Agent Agreement, and which will not adversely affect the rights of the Owners of the Bonds; (D) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from gross federal income taxation of interest on the Bonds; and (E) in connection with the issuance of Parity Bonds under and pursuant to the Fiscal Agent Agreement. The Fiscal Agent may in its discretion, but will not be obligated to, enter into any such Supplemental Agreement authorized by this Section which materially adversely affects the Fiscal Agent's own rights, duties or immunities under this Fiscal Agent Agreement or otherwise with respect to the Bonds or any agreements related thereto. C-22 The Authority may at any time call a meeting of the Owners. In such event the Authority is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof, and to fix and adopt rules and regulations for the conduct of said meeting. The Authority and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the provisions of the Bonds or of the Fiscal Agent Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by the Fiscal Agent Agreement, to take effect when and as provided in the Fiscal Agent Agreement. A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, will be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request will not affect the validity of the Supplemental Agreement when assented to as in this Section provided. Such Supplemental Agreement will not become effective unless there will be filed with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the then Bond Obligation (exclusive of Bonds disqualified as provided in Section 8.04) and a notice will have been mailed as provided in the Fiscal Agent Agreement. Each such consent will be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof will be such as is permitted by the Fiscal Agent Agreement. Any such consent will be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice provided for in the Fiscal Agent Agreement has been mailed. After the Owners of the required percentage of Bonds will have filed their consents to the Supplemental Agreement, the Authority will mail a notice to the Owners in the manner provided in the Fiscal Agent Agreement for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in the Fiscal Agent Agreement (but failure to mail copies of said notice will not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice will be filed with the Fiscal Agent. A record, consisting of the papers required by the Fiscal Agent Agreement to be filed with the Fiscal Agent, will be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement will become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the Supplemental Agreement will be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon the Authority and the Owners of all Bonds at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period. Bonds owned or held for the account of the Authority, excepting any pension or retirement fund, will not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in the Fiscal Agent Agreement, and will not be entitled to vote upon, consent to, or take any other action provided for in the Fiscal Agent Agreement; provided, however, that the Fiscal Agent will not be deemed to have knowledge that any Bond is owned or held by the Authority unless the Authority is the registered Owner or the Fiscal Agent has received written notice that any other registered Owner is an Owner for the account of the Authority. From and after the time any Supplemental Agreement becomes effective, the Fiscal Agent Agreement will be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under the Fiscal Agent Agreement of the Authority and all Owners of Bonds Outstanding will thereafter be determined, exercised and enforced under the Fiscal Agent Agreement subject in all respects to such modifications and amendments, and all the terms and C-23 conditions of any such Supplemental Agreement will be deemed to be part of the terms and conditions of the Fiscal Agent Agreement for any and all purposes. The Authority may determine that Bonds issued and delivered after the effective date of any action taken as provided in the Fiscal Agent Agreement will bear a notation, by endorsement or otherwise, in form approved by the Authority, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the Principal Office of the Fiscal Agent or at such other office as the Authority may select and designate for that purpose, a suitable notation will be made on such Bond. The Authority may determine that new Bonds, so modified as in the opinion of the Authority is necessary to conform to such Owners' action, will be prepared, executed and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds will be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds. The provisions of this Article VIII will not prevent any Owner from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds. Discharge of Agreement The Authority will have the option to pay and discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or more of the following ways: (A) by well and truly paying or causing to be paid the principal of and interest on, or Accreted Value of, as applicable, and any premium on, such Bonds Outstanding, as and when the same become due and payable; (B) by depositing with the Fiscal Agent, at or before maturity, money which, together with the amounts then on deposit in the funds and accounts provided for in the Fiscal Agent Agreement is fully sufficient to pay such Bonds Outstanding, including all principal and interest, or Accreted Value, as applicable, and redemption premiums; or (C) by irrevocably depositing with the Fiscal Agent cash and Federal Securities in such amount as the Authority shall determine as confirmed by Bond Counsel or an independent certified public accountant will, together with the interest to accrue thereon and moneys then on deposit in the fund and accounts provided for in the Fiscal Agent Agreement, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal and interest, or Accreted Value, as applicable, and redemption premiums) at or before their respective maturity dates. If the Authority will have taken any of the actions specified above, and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption will have been given as in provided in the Fiscal Agent Agreement or provision satisfactory to the Fiscal Agent will have been made for the giving of such notice, then, at the election of the Authority, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Special Taxes and other funds provided for in the Fiscal Agent Agreement and all other obligations of the Authority under the Fiscal Agent Agreement with respect to such Bonds Outstanding will cease and terminate. Notice of such election shall be filed with the Fiscal Agent. Notwithstanding the foregoing, the obligation of the Authority to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon, all amounts owing to the Fiscal Agent pursuant to the Fiscal Agent Agreement, and otherwise to assure that no action is taken or failed to be taken if such action or failure adversely affects the exclusion of interest on the Bonds from gross income for federal income tax purposes, will continue in any event. C-24 Upon compliance by the Authority with the foregoing with respect to all Bonds Outstanding, any funds held by the Fiscal Agent after payment of all fees and expenses of the Fiscal Agent, which are not required for the purposes of the preceding paragraph, will be paid over to the Authority and any Special Taxes thereafter received by the Authority shall not be remitted to the Fiscal Agent but shall be retained by the Authority to be used for any purpose permitted under the Act. C-25 APPENDIX D FORM OF OPINION OF BOND COUNSEL March 2023 Board of Directors Temecula Public Financing Authority 41000 Main Street Temecula, California 92589-9033 OPINION: $ Temecula Public Financing Authority Community Facilities District 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Series 2023A and $ Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Capital Appreciation Bonds Series 2023B Members of the Board of Directors: We have acted as bond counsel in connection with the issuance by the Temecula Public Financing Authority (the "Authority"), for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), of its $ Temecula Public Financing Authority Community Facilities District 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Series 2023A, and its $ Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Capital Appreciation Series 2023B (collectively, the 'Bonds") pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (Section 53311 et seq., of the California Government Code) (the "Act"), an Amended and Restated Fiscal Agent Agreement, dated as of March 1, 2023 (the "Fiscal Agent Agreement"), by and between the Authority, for and on behalf of the District, and U.S. Bank Trust Company, National Association, as fiscal agent, and Resolution No. TPFA adopted by the Board of Directors of the Authority on February 14, 2023 (the "Resolution"). In connection with this opinion, we have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Authority contained in the Resolution and in the Fiscal Agent Agreement, and in the certified proceedings and certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Authority is duly created and validly existing as a joint exercise of powers authority, with the power to enter into the Fiscal Agent Agreement and perform the agreements on its part contained therein and issue the Bonds. 2. The Fiscal Agent Agreement has been duly entered into by the Authority and constitutes a valid and binding obligation of the Authority enforceable upon the Authority in accordance with its terms. 3. Pursuant to the Act, the Fiscal Agent Agreement creates a valid lien on the funds pledged by the Fiscal Agent Agreement for the security of the Bonds, on a parity with the pledge thereof for the security of the 2017 Bonds and of any Parity Bonds that may be issued under, and as such capitalized terms are defined in, the Fiscal Agent Agreement. D-1 4. The Bonds have been duly authorized, executed and delivered by the Authority and are valid and binding limited obligations of the Authority for the District, payable solely from the sources provided therefor in the Fiscal Agent Agreement, on a parity with the 2017 Bonds and any Parity Bonds that may be issued under and as such term is defined in the Fiscal Agent Agreement. 5. Subject to the Authority's compliance with certain covenants, interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes, and is not included as an item of tax preference in computing the alternative minimum tax for individuals under the Internal Revenue Code of 1986, as amended. For tax years beginning after December 31, 2022, interest on the Bonds may affect the corporate alternative minimum tax for certain corporations. Failure by the Authority to comply with certain of such covenants could cause interest on the Bonds to be includable in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds. 6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California. Ownership of the Bonds may result in other tax consequences to certain taxpayers, and we express no opinion regarding any such collateral consequences arising with respect to the Bonds. The rights of the owners of the Bonds and the enforceability of the Bonds, the Resolution and the Fiscal Agent Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and also may be subject to the exercise of judicial discretion in accordance with general principles of equity. In rendering this opinion, we have relied upon certifications of the Authority and others with respect to certain material facts. Our opinion represents our legal judgment based upon such review of the law and facts that we deem relevant to render our opinion and is not a guarantee of a result. This opinion is given as of the date hereof and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Respectfully submitted, D-2 APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT OF THE AUTHORITY THIS CONTINUING DISCLOSURE AGREEMENT (the "Disclosure Agreement"), dated as of March 1, 2023, is by and between WEBB MUNICIPAL FINANCE, LLC, as dissemination agent (the "Dissemination Agent"), and the TEMECULA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California (the "Authority"). RECITALS: WHEREAS, the Authority has issued, for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), its Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Series 2023A, and its Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Capital Appreciation Series 2023B (collectively, the "Bonds"); and WHEREAS, the Bonds have been issued pursuant to an Amended and Restated Fiscal Agent Agreement, dated as of March 1, 2023 (the "Fiscal Agent Agreement"), by and between U.S. Bank Trust Company, National Association, as fiscal agent, and the Authority, for and on behalf of the District; and WHEREAS, this Disclosure Agreement is being executed and delivered by the Authority and the Dissemination Agent for the benefit of the owners and beneficial owners of the Bonds and in order to assist the underwriter of the Bonds in complying with S.E.C. Rule 15c2-12(b)(5). AGREEMENT: NOW, THEREFORE, for and in consideration of the premises and mutual covenants herein contained, and for other consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Section 1. Definitions. In addition to the definitions of capitalized terms set forth in Section 1.03 of the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section or in the Recitals above, the following terms shall have the following meanings when used in this Disclosure Agreement: "Annual Report" means any Annual Report provided by the Authority pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Beneficial Owner" shall mean any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bond (including persons holding any Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bond for federal income tax purposes. "Disclosure Representative" means the Treasurer, or such person's designee, or such other officer or employee of the Authority as the Authority shall designate as the Disclosure Representative hereunder in writing to the Dissemination Agent from time to time. "Dissemination Agent" means Webb Municipal Finance, LLC, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in E-1 writing by the Authority and which has filed with the Authority a written acceptance of such designation. "EMMA" or "Electronic Municipal Market Access" means the centralized on-line repository for documents to be filed with the MSRB, such as official statements and disclosure information relating to municipal bonds, notes and other securities as issued by state and local governments. "MSRB" means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information which may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. "Official Statement" means the Official Statement, dated March _-, 2023, relating to the Bonds. "Participating Underwriter" means the original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "Significant Event" means any of the events listed in Section 5(a) of this Disclosure Agreement. Section 2. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Authority and the Dissemination Agent for the benefit of the owners and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with the Rule. Section 3. Provision of Annual Reports. (a) Delivery of Annual Report. The Authority shall, or shall cause the Dissemination Agent to, not later than the March 1 occurring after the end of each fiscal year of the Authority, commencing with the report for the 2022-23 fiscal year, which is due not later than March 1, 2024, file with EMMA, in a readable PDF or other electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that any audited financial statements of the Authority may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. (b) Change of Fiscal Year. If the Authority's fiscal year changes, it shall give notice of such change in the same manner as for a Significant Event under Section 5(b), and subsequent Annual Report filings shall be made no later than six months after the end of such new fiscal year end. (c) Delivery of Annual Report to Dissemination Agent. Not later than fifteen (15) Business Days prior to the date specified in subsection (a) (or, if applicable, subsection (b) of this Section 3 for providing the Annual Report to EMMA), the Authority shall provide the Annual Report to the Dissemination Agent (if other than the Authority). If by such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall notify the Authority. E-2 (d) Report of Non -Compliance. If the Authority is the Dissemination Agent and is unable to file an Annual Report by the date required in subsection (a) (or, if applicable, subsection (b)) of this Section 3, the Authority shall in a timely manner send a notice to EMMA substantially in the form attached hereto as Exhibit A. If the Authority is not the Dissemination Agent and is unable to provide an Annual Report to the Dissemination Agent by the date required in subsection (c) of this Section 3, the Dissemination Agent shall send a notice in a timely manner to EMMA in substantially the form attached hereto as Exhibit A in a timely manner. (e) Annual Compliance Certification. The Dissemination Agent shall, if the Dissemination Agent is other than the Authority, file a report with the Authority certifying that the Annual Report has been filed with EMMA pursuant to Section 3 of this Disclosure Agreement, stating the date it was so provided and filed. Section 4. Content of Annual Reports. (a) Financial Statements. The Annual Report for each fiscal year commencing with the Annual Report for the 2022-23 fiscal year, shall contain or incorporate by reference audited financial statements of the Authority for the most recently completed fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Authority's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) Other Annual Information. The Annual Report for each fiscal year commencing with fiscal year 2022-23 shall also include the following information: (i) The principal amount of Bonds Outstanding as of the September 30 next preceding the date of the Annual Report. (ii) The balance in the Reserve Fund, and a statement of the Reserve Requirement, as of the September 30 next preceding the date of the Annual Report. (iii) The balance in the Improvement Fund, if any, as of the September 30 next preceding the date of the Annual Report. (iv) A table showing, for each owner of property in the District, the property owned by such property owner is located, and the current fiscal year Assigned Special Tax A for such property, except that the Authority may aggregate any parcel of property responsible for less than 2% of such Assigned Special Tax A. (v) A table similar to Table 4 in the Official Statement (which shows Value -to - Lien by property owner) substituting the most recent County Assessed Values (if an appraisal not less than 120 days old is not available), except that the Authority may aggregate property owners that individually own property allocated less than two percent (2%) of the outstanding principal of the 2023 Bonds. (vi) A table setting forth the annual aggregate Special Tax levy in the District for the most recent five Fiscal Years, and the number of parcels with delinquent Special Taxes, and the amount and percentage of the overall Special Tax levy for the delinquent parcels, and an update of prior years' delinquencies as of a date not more than ninety (90) days prior to the date of the Annual Report. (vii) The number of building permits issued by the City for property in the District since April 1 of the prior Fiscal Year. E-3 (viii) A table summarizing the Special Tax levy on Developed Property and on Undeveloped Property (as such terms are defined in the rate and method of apportionment of special tax for the District) for the then current Fiscal Year and the value -to -lien ratio of those two categories of property using the most recently available County assessed values. (ix) The status of foreclosure proceedings for any parcels within the District on which the Special Taxes are levied and a summary or the results of any foreclosure sales, or other collection efforts with respect to delinquent Special Taxes, as of the September 30 next preceding the date of the Annual Report. (x) The identity of any property owner representing more than five percent (5%) of the annual Special Tax levy who is delinquent in payment of such Special Taxes, as shown on the assessment roll of the City Assessor last equalized prior to the September 30 next preceding the date of the Annual Report, the number of parcels so delinquent, and the total dollar amount of all such delinquencies. (xi) The most recent annual information required to be provided to the California Debt and Investment Advisory Commission pursuant to Section 9.07(A) of the Fiscal Agent Agreement. (c) Cross References. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Authority or related public entities, which are available to the public on EMMA. The Authority shall clearly identify each such other document so included by reference. If the document included by reference is a final official statement, it must be available from EMMA. (d) Further Information. In addition to any of the information expressly required to be provided under paragraph (b) of this Section 4, the Authority shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. Section 5. Reporting of Significant Events. (a) The Authority shall, or shall cause the Dissemination Agent (if not the Authority) to, give notice of the occurrence of any of the following events with respect to the Bonds: (i) Principal and interest payment delinquencies; (ii) Non—payment related defaults, if material; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701—TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security; E-4 (vii) Modifications to rights of security holders, if material; (viii) Bond calls, if material, and tender offers; (ix) Defeasances; (x) Release, substitution, or sale of property securing repayment of the securities, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership or similar event of the Authority or other obligated person; (xiii) The consummation of a merger, consolidation, or acquisition involving the Authority or an obligated person, or the sale of all or substantially all of the assets of the Authority or an obligated person (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material; (xv) The incurrence of a financial obligation of the Authority or other obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the Authority or other obligated person, any of which affect security holders, if material; or (xvi) A default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the Authority or other obligated person, any of which reflect financial difficulties. (b) Whenever the Authority obtains knowledge of the occurrence of a Significant Event, the Authority shall, or shall cause the Dissemination Agent (if not the Authority) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Significant Event. Notwithstanding the foregoing, notice of Significant Events described in subsection (a)(viii) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to owners of affected Bonds under the Fiscal Agent Agreement. (c) The Authority acknowledges that the events described in subparagraphs (a)(ii), (a)(vii), (a)(viii) (if the event is a bond call), (a)(x), (a)(xiii), (a)(xiv) and (a)(xv) of this Section 5 contain the qualifier "if material." The Authority shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that the Authority determines the event's occurrence is material for purposes of U.S. federal securities law. The Authority intends that the words used in paragraphs (xv) and (xvi) and the definition of "financial obligation" to have the meanings ascribed thereto in SEC Release No. 34-83885 (August 20, 2018), or any further guidance or releases provided by Securities and Exchange Commission. (d) For purposes of this Disclosure Agreement, any event described in paragraph (a)(xii) above is considered to occur when any of the following occur: the appointment of a receiver, E-5 fiscal agent, or similar officer for the Authority in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Authority, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Authority. Section 6. Identifying ing Information for Filings with EMMA. All documents provided to EMMA under this Disclosure Agreement shall be accompanied by identifying information as prescribed by the MSRB. Section 7. Termination of Reporting Obli ag tion. The Authority's obligations under this Disclosure Agreement shall terminate upon the defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Authority shall give notice of such termination in the same manner as for a Significant Event under Section 5(b). Section 8. Dissemination Agent. (a) Appointment of Dissemination Agent. The Authority may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement and may discharge any such agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be Webb Municipal Finance, LLC. If the Dissemination Agent is not the Authority, the Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Authority pursuant to this Disclosure Agreement. It is understood and agreed that any information that the Dissemination Agent may be instructed to file with EMMA shall be prepared and provided to it by the Authority. The Dissemination Agent has undertaken no responsibility with respect to the content of any reports, notices or disclosures provided to it under this Disclosure Agreement and has no liability to any person, including any Bond owner, with respect to any such reports, notices or disclosures. The fact that the Dissemination Agent or any affiliate thereof may have any fiduciary or banking relationship with the Authority shall not be construed to mean that the Dissemination Agent has actual knowledge of any event or condition, except as may be provided by written notice from the Authority. (b) Compensation of Dissemination Agent. The Dissemination Agent shall be paid compensation by the Authority for its services provided hereunder as agreed to between the Dissemination Agent and the Authority from time to time and all expenses, legal fees and expenses and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder, with payment to be made from any lawful funds of the District. The Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the Authority, the owners of the Bonds, the Beneficial Owners, or any other party. The Dissemination Agent may rely, and shall be protected in acting or refraining from acting, upon any written direction from the Authority or a written opinion of nationally recognized bond counsel. The Dissemination Agent may at any time resign by giving written notice of such resignation to the Authority. The Dissemination Agent shall not be liable hereunder except for its negligence or willful misconduct. (c) Responsibilities of Dissemination Agent. In addition of the filing obligations of the Dissemination Agent set forth in Sections 3(e) and 5, the Dissemination Agent shall be obligated, and hereby agrees, to provide a request to the Authority to compile the information required for its Annual Report at least 30 days prior to the date such information is to be provided to the E-6 Dissemination Agent pursuant to subsection (c) of Section 3. The failure to provide or receive any such request shall not affect the obligations of the Authority under Section 3. Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Authority may amend this Disclosure Agreement (and the Dissemination Agent shall agree to any amendment so requested by the Authority that does not impose any greater duties or risk of liability on the Dissemination Agent), and any provision of this Disclosure Agreement may be waived, provided that all of the following conditions are satisfied: (a) Change in Circumstances. If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a) or (b), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or the type of business conducted. (b) Compliance as of Issue Date. The undertaking, as amended or taking into account such waiver, would, in the opinion of a nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances. (c) Consent of Holders; Non -impairment Opinion. The amendment or waiver either (i) is approved by the Bond owners in the same manner as provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of Bond owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Bond owners or Beneficial Owners. If this Disclosure Agreement is amended or any provision of this Disclosure Agreement is waived, the Authority shall describe such amendment or waiver in the next following Annual Report and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Authority. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Significant Event under Section 5(b), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Authority from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Significant Event, in addition to that which is required by this Disclosure Agreement. If the Authority chooses to include any information in any Annual Report or notice of occurrence of a Significant Event in addition to that which is specifically required by this Disclosure Agreement, the Authority shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or future notice of occurrence of a Significant Event. Section 11. Default. In the event of a failure of the Authority to comply with any provision of this Disclosure Agreement, any Bond owner, any Beneficial Owner, the Fiscal Agent or the Participating Underwriter may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Authority to comply with its obligations under this Disclosure Agreement. The sole remedy under this Disclosure Agreement in the event of any failure of the Authority to comply with this Disclosure Agreement shall be an action to compel performance. E-7 Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Authority, the Fiscal Agent, the Dissemination Agent, the Participating Underwriter and the owners and the Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Section 13. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the date first above written. TEMECULA PUBLIC FINANCING AUTHORITY as Aaron Adams, Executive Director WEBB MUNICIPAL FINANCE, LLC, as Dissemination Agent By: Its: E-8 EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Obligor: Temecula Public Financing Authority Name of Bond Issue: Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2), Special Tax Bonds, Series 2023A, and its Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Capital Appreciation Series 2023B Date of Issuance: March 2023 NOTICE IS HEREBY GIVEN that the Obligor has not provided an Annual Report with respect to the above -named Bonds as required by Section 5.17 of the Amended and Restated Fiscal Agent Agreement, dated as of March 1, 2023, between the Obligor and U.S. Bank Trust Company, National Association, as fiscal agent. The Obligor anticipates that the Annual Report will be filed by Date: By: Webb Municipal Finance, LLC, as Dissemination Agent E-9 APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT OF THE PRIMARY DEVELOPER This Continuing Disclosure Agreement — Primary Developer (the "Disclosure Agreement") dated as of March 1, 2023, is by and between WEBB MUNICIPAL FINANCE, LLC, as dissemination agent (the "Dissemination Agent"), and WOODSIDE 05S, LP, a California limited partnership (the "Developer"). RECITALS: WHEREAS, the Temecula Public Financing Authority (the "Authority") has issued, for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), its Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Series 2023A, and its Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Capital Appreciation Series 2023B (collectively, the "Bonds"); and WHEREAS, the Bonds have been issued pursuant to an Amended and Restated Fiscal Agent Agreement, dated as of March 1, 2023 (the "Fiscal Agent Agreement"), by and between U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal Agent"), and the Authority, for and on behalf of the District; and WHEREAS, as of the date of this Disclosure Agreement, the Developer owns a majority of the property in the District. AGREEMENT: NOW, THEREFORE, for and in consideration of the premises and mutual covenants herein contained, and for other consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Section 1. Definitions. In addition to the definitions of capitalized terms set forth in Section 1.03 of the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section or in the Recitals above, the following terms shall have the following meanings when used in this Disclosure Agreement: "Affiliate" means, with respect to any Person, (a) each Person that, directly or indirectly, owns or controls, whether beneficially or as an agent, guardian or other fiduciary, twenty-five percent (25%) or more of any class of Equity Securities of such Person, (b) each Person that controls, is controlled by or is under common control with such Person or any Affiliate of such Person or (c) each of such Person's executive officers, directors, joint venturers and general partners; provided, however, that in no case shall the Authority be deemed to be an Affiliate of the Developer for purposes of this Disclosure Agreement. For the purpose of this definition, "control" of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise. It is hereby acknowledged that SHAWOOD COMMUNITIES, LLC is an "Affiliate" of the Developer for purposes of this Disclosure Agreement. "Annual Report" means any Annual Report provided by the Developer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. F-1 "Beneficial Owner" means any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bond (including persons holding any Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bond for federal income tax purposes. "Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day which is a federal or State of California holiday. "Disclosure Representative" means the Senior Project Manager — Sommers Bend/Southern California, of Woodside Homes, acting for the Developer, or his or her designee, or such other person as the Developer shall designate in writing to the Dissemination Agent from time to time. "Dissemination Agent" means Webb Municipal Finance, LLC, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Developer and which has filed with the Developer and the Authority a written acceptance of such designation. "EMMA" or "Electronic Municipal Market Access" means the centralized on-line repository for documents to be filed with the MSRB, such as official statements and disclosure information relating to municipal bonds, notes and other securities as issued by state and local governments. "Equity Securities" of any Person means (a) all common stock, preferred stock, participations, shares, general partnership interests or other equity interests in and of such person (regardless of how designated and whether or not voting or nonvoting) and (b) all warrants, options and other rights to acquire any of the foregoing. "Fiscal Year" means the period beginning on July 1 of each year and ending on the next succeeding June 30. "Government Authority" means any national, state or local government, any political subdivision thereof, any department, agency, authority or bureau of any of the foregoing, or any other Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Listed Events" means any of the events listed in Section 5(a) of this Disclosure Agreement. "MSRB" means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information which may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. "Official Statement" means the Official Statement, dated March J 2023, relating to the Bonds. "Participating Underwriter" means the original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Person" means any natural person, corporation, partnership, firm, association, Government Authority or any other Person whether acting in an individual fiduciary, or other capacity. F-2 "Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "Semiannual Report" means any report to be provided by the Developer on or prior to December 15 of each year pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "State" means the State of California. "Undeveloped Property" has the meaning given to such term in the Rate and Method of Apportionment of Special Tax for the District. Section 2. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Developer and the Dissemination Agent for the benefit of the owners and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with the Rule Section 3. Provision of Annual Reports and Semiannual Reports. (a) The Developer shall, or shall cause the Dissemination Agent to, not later than June 15 of each year, commencing June 15, 2023, provide to EMMA an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. If, in any year, June 15 does not fall on a Business Day, then such deadline shall be extended to the following Business Day. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement, provided that the audited financial statements, if any, of the Developer may be submitted separately from the balance of the Annual Report and later than the date required for the filing of the Annual Report if they are not available by that date. In addition, the Developer shall, or shall cause the Dissemination Agent to, not later than December 15 of each year, commencing December 15, 2023, provide to EMMA a Semiannual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. If, in any year, December 15 does not fall on a Business Day, then such deadline shall be extended to the following Business Day. (b) Not later than fifteen (15) calendar days prior to the date specified in subsection (a) for providing the Annual Report and Semiannual Report to EMMA, the Developer shall provide the Annual Report or the Semiannual Report, as applicable, to the Dissemination Agent or shall provide notification to the Dissemination Agent that the Developer is preparing, or causing to be prepared, the Annual Report or the Semiannual Report, as applicable, and the date which the Annual Report or the Semiannual Report, as applicable, is expected to be available. If by such date, the Dissemination Agent has not received a copy of the Annual Report or the Semiannual Report, as applicable, or notification as described in the preceding sentence, the Dissemination Agent shall notify the Developer of such failure to receive the report. (c) If the Dissemination Agent is unable to provide an Annual Report or Semiannual Report to EMMA by the date required in subsection (a) or to verify that an Annual Report or Semiannual Report has been provided to EMMA by the date required in subsection (a), the Dissemination Agent shall send in a timely manner a notice to EMMA in a form that is accepted by EMMA. (d) The Developer shall, or shall cause the Dissemination Agent to: (i) determine each year prior to the date for providing the Annual Report and the Semiannual Report the name and address of EMMA; and F-3 (ii) promptly file a report with the Developer and the City certifying that the Annual Report or the Semiannual Report, as applicable, has been provided pursuant to this Disclosure Agreement, stating the date it was provided to EMMA. (e) Notwithstanding any other provision of this Disclosure Agreement, any of the required filings hereunder shall be made in accordance with the MSRB's EMMA system or in another manner approved under the Rule. Section 4. Content of Annual Report and Semiannual Report. (a) The Developer's Annual Report and Semiannual Report shall contain or include by reference the information which is available as of the date of the filing of the Annual Report or the Semiannual Report, as applicable, relating to the following: 1. To the extent not previously disclosed in the Official Statement or in a prior Annual Report or Semiannual Report, a discussion of the sources of funds to finance development of property owned by the Developer or any Affiliate of the Developer within the District, and if such sources of funds involve one or more loan agreements whether any material defaults exist under any such loan arrangement related to such financing. 2. A summary of development activity conducted by the Developer or any Affiliate within the District, including the number of parcels for which building permits have been issued, and as to property owned by the Developer or any Affiliate of the Developer, the number of parcels for which sales to homebuyers have closed, all since the most recent Annual Report or Semiannual Report. 3. Any sale by the Developer or any Affiliate of the Developer of property in the District to another Person, other than to buyers of completed homes, including a description of the property sold (acreage, number of lots, etc.) and the identity of the Person that so purchased the property, all since the most recent Annual Report or Semiannual Report. 4. Status of completion of the development being undertaken by the Developer or any Affiliate of the Developer with respect to the Undeveloped Property, and any major legislative, administrative and judicial challenges known to the Developer to or affecting the construction of the development or the time for construction of any public or private improvements to be made by the Developer or any Affiliate of the Developer within the District, including but not limited to those improvements required by the Development Agreement (as defined in the Official Statement) in order to obtain the issuance of building permits for property in the District (the "Developer Improvements"). 5. Information regarding any failure by the Developer or any of its Affiliates to pay any real property taxes (including Special Taxes) levied on a parcel of property in the District which is owned by the Developer or any of its Affiliates. 6. For the Annual Reports only, any audited financial statements of the Developer, if such audited financial statements are prepared for the Developer in the ordinary course of business. The Annual Reports shall contain the following statement: "The Financial Statements of Woodside 05S, LP, included with, or referred to in, this Annual Report are for informational purposes only. In the event of a failure to pay an installment of Special Taxes, and after depletion of the Reserve Fund, the real property in the District is the sole security for the Bonds." 7. At the time of execution of this Disclosure Agreement, the Developer does not prepare audited financial statements. However, if in the future the Developer has audited F-4 financial statements prepared and the audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements for the preceding year (if available), and the audited financial statements shall be filed in a timely manner in the same manner as the Annual Report when they become available. (b) In addition to any of the information expressly required to be provided under paragraph (a) above, the Developer shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. (c) Any and all of the items listed above may be included by specific reference to other documents, including official statements of debt issues which have been submitted to EMMA or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Developer shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Developer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material under clauses (b) and (c) in a timely manner within 10 Business Days after the occurrence of any of the following events: 1. Failure to pay any real property taxes, special taxes or assessments levied within the District on a parcel owned by the Developer or any Affiliate of the Developer. 2. Damage to or destruction of any of the Developer Improvements which has a material adverse effect on the value of the parcels owned by the Developer or any Affiliate of the Developer within the District. 3. Material default by the Developer or any Affiliate of the Developer on any loan with respect to the construction or permanent financing of the Developer Improvements. 4. Material default by the Developer or any Affiliate of the Developer on any loan secured by property within the District owned by the Developer or any Affiliate of the Developer. 5. Material payment default by the Developer on any loan of the Developer (whether or not such loan is secured by property within the District) which is beyond any applicable cure period in such loan. 6. The filing of any proceedings with respect to the Developer, in which the Developer may be adjudicated as bankrupt or discharged from any or all of their respective debts or obligations or granted an extension of time to pay debts or a reorganization or readjustment of debts. 7. The filing of any proceedings with respect to an Affiliate of the Developer, in which such Affiliate of the Developer may be adjudicated as bankrupt or discharged from any or all of its respective debts or obligations or granted an extension of time to pay debts or a reorganization or readjustment of debts if such adjudication could materially adversely affect the completion of the Developer Improvements or the development of parcels owned by the Developer or its Affiliates within the District (including the payment of special taxes of the District). F-5 8. The filing of any lawsuit against the Developer or any of its Affiliates with service of process on the Developer or its Affiliates having occurred) which, in the reasonable judgment of the Developer, will materially adversely affect the completion of the Developer Improvements or the development of parcels owned by the Developer or its Affiliates within the District, or litigation which if decided against the Developer, or any of its Affiliates, in the reasonable judgment of the Developer, would materially adversely affect the financial condition of the Developer or its Affiliates in a manner that would materially adversely affect the completion of the Developer Improvements or the development of parcels owned by the Developer or its Affiliates within the District. 9. A sale or transfer of all or substantially all of the Developer's assets or a sale of a majority of the partnership interests, membership interests or outstanding stock of the Developer. (b) If a Significant Event occurs under Section 5(a), subsection (2), (3), (4), (5), (7) or (8), the Developer shall as soon as possible determine if such event would be material under applicable federal securities laws. The Dissemination Agent shall have no responsibility to determine the materiality of any of the Significant Events. (c) If an event described in Section 5(a), subsection (1), (6) or (9) occurs, or if the Developer determines that knowledge of the occurrence of an event described in Section 5(a), subsection (2), (3), (4), (5), (7) or (8) would be material under applicable federal securities laws, the Developer shall file in a timely manner within 10 Business Days after the occurrence of the respective event a notice of such occurrence with EMMA or with the Dissemination Agent which shall then distribute such notice to EMMA in a timely manner within 10 Business Days after the occurrence of the respective event, with a copy to the Authority. The Developer shall give notice of the occurrence of any event described in Section 5(a) in any event in a timely fashion by filing a notice thereof with EMMA or with the Dissemination Agent which shall then distribute such notice to EMMA in a timely manner, with a copy to the Authority. Section 6. Format for Filings with MSRB. Any report or filing with the MSRB pursuant to this Disclosure Agreement must be submitted in electronic format, accompanied by such identifying information as is prescribed by the MSRB. Section 7. Termination of Reporting Obligation. The Developer's obligations under this Disclosure Agreement shall terminate upon the following events: (a) the legal defeasance, prior redemption or payment in full of all of the Bonds, (b) if on any date the Developer and its Affiliates in the aggregate own property within the District subject to less than twenty percent (20%) of the then annual Special Taxes levied on property in the District, or (c) upon the delivery by the Developer to the Authority of an opinion of nationally recognized bond counsel to the effect that the information required by this Disclosure Agreement is no longer required. Such opinion shall be based on information publicly provided by the Securities and Exchange Commission or a private letter ruling obtained by the Developer or a private letter ruling obtained by a similar entity to the Developer. If such termination occurs prior to the final maturity of the Bonds, the Developer shall give notice of such termination in the same manner as for an Annual Report hereunder. Section 8. Dissemination Agent. (a) Appointment of Dissemination Agent. The Developer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure F-6 Agreement and may discharge any such agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be Webb Municipal Finance, LLC. If the Dissemination Agent is not the Developer, the Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Developer pursuant to this Disclosure Agreement. It is understood and agreed that any information that the Dissemination Agent may be instructed to file with EMMA shall be prepared and provided to it by the Developer. The Dissemination Agent has undertaken no responsibility with respect to the content of any reports, notices or disclosures provided to it under this Disclosure Agreement and has no liability to any person, including any Bond owner, with respect to any such reports, notices or disclosures. The fact that the Dissemination Agent or any affiliate thereof may have any fiduciary or banking relationship with the Developer shall not be construed to mean that the Dissemination Agent has actual knowledge of any event or condition, except as may be provided by written notice from the Developer. (b) Compensation of Dissemination Agent. The Dissemination Agent shall be paid compensation by the Developer for its services provided hereunder as agreed to between the Dissemination Agent and the Developer from time to time and all expenses, legal fees and expenses and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the Developer, the owners of the Bonds, the Beneficial Owners, or any other party. The Dissemination Agent may rely, and shall be protected in acting or refraining from acting, upon any written direction from the Developer or a written opinion of nationally recognized bond counsel. The Dissemination Agent may at any time resign by giving written notice of such resignation to the Developer, with a copy to the Authority. The Dissemination Agent shall not be liable hereunder except for its negligence or willful misconduct. (c) Responsibilities of Dissemination Agent. In addition of the filing obligations of the Dissemination Agent set forth in Sections 3 and 5, the Dissemination Agent shall be obligated, and hereby agrees, to provide a request to the Developer to compile the information required for its Annual Report at least 30 days prior to the date such information is to be provided to the Dissemination Agent pursuant to subsection (c) of Section 3. The failure to provide or receive any such request shall not affect the obligations of the Developer under Section 3. Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Developer may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) The amendment or waiver either (i) is approved by the Bondowners in the same manner as provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of Bondowners, or (ii) does not, in the opinion of nationally recognized bond counsel addressed to the Authority and the Fiscal Agent, materially impair the interests of the Bondowners or Beneficial Owners of the Bonds; and (c) The Developer, or the Dissemination Agent, shall have delivered copies of the amendment and any opinions delivered under (b) and (c) above. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Developer shall describe such amendment in the next Annual Report or Semiannual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the F-7 presentation) of financial information or operating data being presented by the Developer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given to EMMA, and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison of financial data described in clause (ii) of the preceding sentence shall be provided at the time financial statements, if any, are filed under Section 4(a)(7) hereof. Section 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Developer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report, Semiannual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Developer chooses to include any information in any Annual Report, Semiannual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Developer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report, Semiannual Report or notice of occurrence of a Listed Event. The Developer acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the Developer, and that under some circumstances compliance with this Disclosure Agreement, without additional disclosures or other action, may not fully discharge all duties and obligations of the Developer under such laws. Section 11. Default. In the event of a failure of the Developer to comply with any provision of this Disclosure Agreement, the Participating Underwriter or any Bondowner or Beneficial Owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Developer or the Dissemination Agent to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Fiscal Agent Agreement, and the sole remedy under this Disclosure Agreement in the event of any failure of the Developer to comply with this Disclosure Agreement shall be an action to compel performance. Section 12. Reporting Obligation of Developer's Transferees. The Developer shall, in connection with any sale or transfer of ownership of land within the District to a transferee that is not an Affiliate of the Developer which will result in the transferee (which term shall include any successors and assigns of the Developer) becoming responsible for the payment of more than twenty (20) percent of the Special Taxes levied on property within the District in the Fiscal Year following such transfer, cause such transferee to enter into a disclosure agreement with terms substantially similar to the terms of this Disclosure Agreement, whereby such transferee agrees to provide its audited financial statements, if any, and the information of the type described in Sections 4 and 5 of this Disclosure Agreement; provided that such transferee's obligations under such disclosure agreement shall terminate upon the sold or transferred land being improved with structures, or the land owned by the transferee becoming responsible for the payment of less than twenty (20) percent of the annual Special Taxes. Section 13. Developer as Independent Contractor. In performing under this Disclosure Agreement, it is understood that the Developer is an independent contractor and not an agent of the Authority or the District. F-8 Section 14. Notices. Notices should be sent in writing to the following addresses. The following information may be conclusively relied upon until changed in writing. Developer and Disclosure Woodside 05S, LP Representative: c/o Woodside Homes 1250 Corona Point, Suite 500 Corona, CA 92879 Attention: Trent Heiner, Senior Project Manager — Sommers Bend / Southern California Dissemination Agent: Webb Municipal Finance, LLC 3788 McCray Street Riverside, CA 92506-3927 Attention: Heidi Schoeppe, President/Managing Director Fiscal Agent: U.S. Bank Trust Company, National Association 633 West Fifth Street, 24th Floor Los Angeles, CA 90071 Attention: Corporate Trust Services Reference: Temecula CFD 16-01 (Roripaugh Ranch Phase 2) Participating Underwriter: Stifel, Nicolaus & Company, Inc. One Montgomery Street, 35th Floor San Francisco, CA 94104 Attention: Sara Brown Authority or District: Temecula Public Financing Authority c / o City of Temecula 41000 Main Street Temecula, CA 92589-9033 Attention: Finance Director Section 15. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Developer, the Authority, the Dissemination Agent, the Fiscal Agent, the Participating Underwriter and Bondowners and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Section 16. Assignability. The Developer shall not assign this Disclosure Agreement or any right or obligation hereunder except to the extent permitted to do so under the provisions of Section 12 hereof. The Dissemination Agent may, with prior written notice to the Developer and the Authority, assign this Disclosure Agreement and the Dissemination Agent's rights and obligations hereunder to a successor Dissemination Agent. Section 17. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. Section 18. Governing Law. The validity, interpretation and performance of this Disclosure Agreement shall be governed by the laws of the State of California applicable to contracts made and performed in California. F-9 Section 19. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. WOODSIDE 05S, LP, a California limited partnership By: WDS GP, Inc., a California corporation, its General Partner By: Name: Title: WEBB MUNICIPAL FINANCE, LLC, as Dissemination Agent By: Its: F-10 APPENDIX G DTC AND THE BOOK -ENTRY ONLY SYSTEM The information in this Appendix F has been provided by The Depository Trust Company ("DTC"), New York, NY, for use in securities offering documents, and the Authority does not take responsibility for the accuracy or completeness thereof. The Authority cannot and does not give any assurances that DTC, DTC Participants or Indirect Participants will distribute the Beneficial Owners either (a) payments of interest, principal or premium, if any, with respect to the 2023 Bonds or (b) certificates representing ownership interest in or other confirmation of ownership interest in the 2023 Bonds, or that they will so do on a timely basis or that DTC, DTC Direct Participants or DTC Indirect Participants mill act in the manner described in this Official Statement. The following description of DTC, the procedures and record keeping with respect to beneficial ownership interests in the 2023 Bonds, payment of principal, interest and other payments on the 2023 Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the 2023 Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be. Neither the Authority as the issuer of the 2023 Bonds (the "Issuer") nor the fiscal agent or paying agent appointed with respect to the 2023 Bonds (the "Agent") take any responsibility for the information contained in this Appendix. No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the 2023 Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the 2023 Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the 2023 Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. 1. The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the 2023 Bonds (the "Securities"). The Securities will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue. 2. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. G-1 This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). On August 8, 2011, Standard & Poor's downgraded its rating of DTC from AAA to AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information contained on this Internet site is not incorporated herein by reference. 3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book -entry system for the Securities is discontinued. 4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. 6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. 7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). G-2 8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. 9. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered. 10. The Issuer may decide to discontinue use of the system of book -entry -only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC. 11. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof. G-3 APPENDIX H APPRAISAL REPORT H-1 APPENDIX I TABLE OF ACCRETED VALUES OF SERIES 2023B BONDS (per $5,000 Maturity Value) Interest Accreted Interest Accreted Payment Date Value Payment Date Value March 1, 2023 March 1, 2039 September 1, 2024 September 1, 2039 March 1, 2024 March 1, 2040 September 1, 2024 September 1, 2040 March 1, 2025 March 1, 2041 September 1, 2025 September 1, 2041 March 1, 2026 March 1, 2042 September 1, 2026 September 1, 2042 March 1, 2027 March 1, 2043 September 1, 2027 September 1, 2043 March 1, 2028 March 1, 2044 September 1, 2028 September 1, 2044 March 1, 2029 March 1, 2045 September 1, 2029 September 1, 2045 March 1, 2030 March 1, 2046 September 1, 2030 September 1, 2046 March 1, 2031 March 1, 2047 September 1, 2031 September 1, 2047 March 1, 2032 March 1, 2048 September 1, 2032 September 1, 2048 March 1, 2033 March 1, 2049 September 1, 2033 September 1, 2049 March 1, 2034 March 1, 2050 September 1, 2034 September 1, 2050 March 1, 2035 March 1, 2051 September 1, 2035 September 1, 2051 March 1, 2036 March 1, 2052 September 1, 2036 September 1, 2052 March 1, 2037 March 1, 2053 September 1, 2037 September 1, 2053 March 1, 2038 September 1, 2038 I-1 Item No. 16 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 14, 2023 SUBJECT: Adopt Resolutions of Necessity for Acquisition by Eminent Domain of Certain Real Property Interests for Public Purposes on Assessor's Parcel Numbers 957-150- 005 and 957-090-019 in Connection with the Construction of Public Street, Drainage, Access and Related Improvements, and all Uses Necessary or Convenient Thereto for the Proposed Extension of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road Connection PREPARED BY: Ron Moreno, Principal Civil Engineer/City Surveyor Anissa Sharp, Management Assistant Paula Gutierrez Baeza, City Attorney's Office RECOMMENDATION: That the City Council: Consider the following Resolutions, which are Resolutions of Necessity of the City of Temecula, declaring certain real property interests necessary for public purposes and authorizing the acquisition thereof for public use in connection with the construction of public street, drainage, access, public utility and related improvements, and all uses necessary or convenient thereto for the proposed extension of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road Connection: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING CERTAIN REAL PROPERTY INTERESTS NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF IN CONNECTION WITH THE PUBLIC STREET, DRAINAGE, ACCESS AND RELATED IMPROVEMENTS FOR THE NICOLAS ROAD FROM BUTTERFIELD STAGE ROAD TO THE CALLE GIRASOL/NICOLAS ROAD CONNECTION (CERTAIN PROPERTY INTERESTS ON APN 957-150-005) AND MAKING FINDINGS THAT NO FURTHER ENVIRONMENTAL REVIEW IS REQUIRED PURSUANT TO SECTION 15162 OF THE CALIFORNIA ENVIRONMENTAL QUALITY ACT GUIDELINES AND SECTION 21166 OF THE PUBLIC RESOURCES CODE RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING CERTAIN REAL PROPERTY INTERESTS NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF IN CONNECTION WITH THE PUBLIC STREET, DRAINAGE, ACCESS AND RELATED IMPROVEMENTS FOR THE NICOLAS ROAD FROM BUTTERFIELD STAGE ROAD TO THE CALLE GIRASOL/NICOLAS ROAD CONNECTION (CERTAIN PROPERTY INTERESTS ON APN 957-090-019) AND MAKING FINDINGS THAT NO FURTHER ENVIRONMENTAL REVIEW IS REQUIRED PURSUANT TO SECTION 15162 OF THE CALIFORNIA ENVIRONMENTAL QUALITY ACT GUIDELINES AND SECTION 21166 OF THE PUBLIC RESOURCES CODE 2. Open and conduct a hearing on the adoption of the proposed Resolutions of Necessity, receive from City Staff the evidence stated and referred to in this Agenda Report ("Report"), take testimony from any person wishing to be heard on issues A, B, C, and D below, and consider all evidence to determine whether to adopt the proposed Resolutions of Necessity, each of which requires the City Council's separate consideration and determination. 3. If the City Council finds, based on the evidence contained and referred to in this Report, the testimony and comments submitted to the City Council, that the evidence warrants the necessary findings with respect to the proposed Resolutions of Necessity, then City Staff recommends that the City Council, in the exercise of its discretion, adopt proposed Resolutions of Necessity, each of which requires a 4/5ths vote of the entire City Council, authorizing the acquisition by eminent domain of the Subject Property Interests summarized below and described more particularly in the Exhibits to each Resolution of Necessity: (i) Jose Leonardo Garcia & Mayerling Alida Monteros-Garcia — 31270 Tommy Lane, Temecula (APN 957-150-005 — Garcia Parcel) • An approximate 26,957 square foot permanent maintenance and access easement described more particularly on ATTACHMENT A and depicted on ATTACHMENT B. N • An approximate 31,520 square foot temporary construction easement with a term of twelve months is described more particularly on ATTACHMENT A-1 and depicted on ATTACHMENT B-1. The approximate 26,957 square foot permanent maintenance and access easement and the approximate 31,520 square foot temporary construction easement the City seeks to acquire on the Garcia Parcel are referred to below collectively as the "Garcia Property Interests". The Garcia Property Interests are located on the portions of the Garcia Property within the Long Valley Wash, a natural flood control channel. (ii) Sohan Singh and Kuldip Kaur Singh — 39280 Deputy Road, Temecula (APN 957-090-019 — Singh Parcel) • An approximate 16,956 square foot permanent maintenance and access easement described more particularly on ATTACHMENT C and depicted on ATTACHMENT D. • An approximate 648.59 square foot public utility easement in favor of Southern California Edison described more particularly on ATTACHMENT C-1 and depicted on ATTACHMENT D-1. • An approximate 29,630 square foot temporary construction easement with a term of twelve months to facilitate the construction of the Project with a covenant that would authorize the construction of certain rip -rap and related improvements to protect the related street and drainage improvements from erosion and flooding and to construct an access driveway to the Nicolas Road improvements described more particularly on ATTACHMENT C-2 and depicted on ATTACHMENT D-2. The approximate 16,956 square foot permanent maintenance and access easement and the approximate 29,630 square foot temporary construction easement with a term of twelve months with a covenant that would authorize the construction of certain drainage, rip -rap and related improvements to protect the related street and drainage improvements from erosion and flooding and to construct an access driveway to the Nicolas Road improvements, and the approximate 648.59 square foot public utility easement in favor of Southern California Edison on the Singh Parcel are referred to below collectively as "Singh Property Interests". The permanent maintenance and access easement and the temporary construction easement are located on the portions of the Singh Parcel within the Long Valley Wash, a natural flood control channel. A rough depiction of the improvements that will be constructed within the Permanent Maintenance and Access Easement and the Temporary Construction Easement is attached as ATTACHMENT E and incorporated herein by this reference. 3 4. If the City Council adopts the proposed Resolutions of Necessity, authorize the City Attorney's Office to file and prosecute eminent domain proceedings for the acquisition of the Subject Property Interests by eminent domain. 5. Authorize the City Manager to execute all necessary documents. 6. Authorize the City Clerk to certify the adoption of the Resolutions of Necessity. BACKGROUND: Background and Summary The City Council has before it two proposed Resolutions of Necessity for the acquisition by eminent domain of the Subject Property Interests described above and in the attached Resolutions of Necessity for public use. The City seeks to acquire the Subject Property Interests for public use, namely for the construction of certain public off -site improvements, consisting of public street, drainage, access, public utility and related improvements, and all uses necessary or convenient thereto in connection with the proposed extension of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road connection ("Project"). Background Regarding Sommers Bend Development Project and Relevant Off - Site Public Improvements in Connection with Extension of Nicolas Road from Butterfield Stage Road to Calle GirasobNicolas Road Connection and Related Improvements As discussed below, the Project will construct certain public improvements, consisting of public street, drainage, access, public utility and related improvements, and all uses necessary or convenient thereto in connection with the proposed extension of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road. The Garcia Property Interests and the Singh Property Interests are required to protect the street improvements that will be constructed within the existing right of way as part of the construction and extension of Nicolas Road from erosion. The Garcia Property Interests and the Singh Property Interests are required for the construction of drainage purposes in connection with the Project, including construction of culverts, placement of rip -rap and related improvements, to protect the street improvements from flooding, to provide access to the permanent maintenance and access easement on the Garcia Parcel, and to construct a driveway to provide ingress and egress from the Singh Parcel to the new Nicolas Road improvements. The City originally approved the Development Agreement between the City of Temecula and Ashby USA, LLC (also known as the Pre -annexation and Development Agreement) pursuant to Ordinance No. 02-14. The Development Agreement was recorded on January 9, 2003 as Document No. 2003-018567 in the Official Records of the County of Riverside. The Development Agreement was amended pursuant to: (1) the First Amendment to the Development Agreement Between the City of Temecula and Ashby USA, LLC, dated February 14, 2006 and recorded on March 7, 2006 in the Official Records of Riverside County as Document No. 2006-0162268; (2) the Second Amendment to the Development Agreement Between the City of Temecula and Ashby 4 USA, LLC, dated April 23, 2013 and recorded on July 3, 2013 in the Official Records of Riverside County as Document No. 2013-0324057, and (3) the Third Amendment to the Development Agreement dated March 8, 2016, and recorded on April 20, 2016 in the Official Records of Riverside County as Document No. 2016-0156276. Developer Woodside 055, LP, a California Limited Partnership and Wingsweep Corporation, a California corporation ("Developer") are the successors to certain of these approved applications for development and propose to construct the Sommers Bend Project ("Sommers Bend Project" or "Development Project"). Said development documents are incorporated herein by this reference. To facilitate the orderly development of the Sommers Bend Project, the Third Amendment to the Development Agreement was approved subject to certain conditions set forth on Exhibit D (New Attachment 5-A to Development Agreement) to said Third Amendment. Specifically, Condition 3(A) to Exhibit D contains a specific condition of approval requiring Developer to construct certain public improvements in connection with Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Connection: Description of Public Improvement. Complete engineering design and construct full Nicolas Road improvements from Butterfield Stage Road to the Calle Girasol/Nicolas Road Connection. ... Owners of Phase II Property shall be required, on behalf of the City, to provide for all required engineering design, construction plans, CEQA analysis & processing, environmental mitigation measures, right-of-way acquisition, and to obtain all necessary Resource Agency and Riverside County Flood Control and Water Conservation District permits. Resource Agency permits for the offsite portion of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road Connection were not obtained with the Resource Agency permits for Roripaugh Ranch Phase II. Due to Resource Agency regulations, the offsite portion of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road Connection should be combined with the permits for the Santa Gertrudis Creek Channel improvements downstream of the existing culverts at Butterfield Stage Road and processed and obtained as a single package. The Subject Property Interests are required to complete the offsite public street, drainage, access, and related improvements in connection with the Project. Pursuant to California Government Code Section 66462.5, when a condition of a subdivision map approval or a development agreement requires the installation or construction of improvements on offsite property not owned or controlled by a developer, and title cannot be obtained by negotiated purchase, a city is required to commence proceedings to acquire off -site property by eminent domain or such off -site improvement conditions will be waived. Pursuant to Government Code Section 66462.5(c), a city and a developer may enter into an agreement to allocate the costs and responsibilities for acquisition of such off -site property. The City and the developer of the Sommers Bend Project entered into that certain Agreement Pursuant to Government Code Section 66462.5 Between Woodside 05S, LP and Wingsweep Corporation, on the one hand, and City of 5 Temecula, on the other, for Acquisition of Certain Real Property Interests (Calle Girasol/Nicolas Road Connection) as of April 12, 2022 in connection with the subject offsite public improvements. Authorization for Acquisition of Subiect Easement by Eminent Domain and Findings Required for Adoption of Resolutions of Necessity The City seeks to acquire the Subject Property Interests for public use, namely for the construction of certain public off -site improvements, consisting of public street, drainage, access, public utility and related improvements, and all uses necessary or convenient thereto in connection with the Project pursuant to the authority conferred on the City of Temecula to acquire real property by eminent domain by Section 19 of Article 1 of the California Constitution, Government Code Sections 37350, 37350.5, 37351, 40404, and 66462.5, California Code of Civil Procedure Section 1230.010 et seq. (Eminent Domain Law), including but not limited to Sections 1240.010, 1240.020, 1240.110, 1240.120, 1240.510, 1240.610, 1240.650 and by other provisions of law. Code of Civil Procedure, Section 1240.010 provides that "[t]he power of eminent domain may be exercised to acquire property only for a public use. Where the Legislature provides by statute that a use, purpose, object, or function is one for which the power of eminent domain may be exercised, such action is deemed to be a declaration by the Legislature that such use, purpose, object, or function is a public use." Government Code Section 66462.5(c) authorizes the City and the Developer of the Sommers Bend Project to enter into an agreement requiring the Developer to complete the required offsite improvements required for the Project pursuant to Government Code Section 66462 at such time as the City acquires an interest in the land that will permit such improvements to be constructed. Government Code Section 66462.5(a) provides that a city or county may "acquire by negotiation or commence eminent domain proceedings pursuant to Title 7 (commencing with Section 1230.010) of Part 3 of the Code of Civil Procedure to acquire an interest in the land which will permit the improvements to be made, including proceedings for immediate possession of the property under Article (commencing with Section 1255.410) of Chapter 6 of that title." In order to adopt the proposed Resolutions of Necessity for the acquisition by eminent domain of the Subject Property Interests the City Council must find and determine with respect to each Resolution of Necessity that: A. The public interest and necessity require the Project; B. The Project is planned and located in the manner that will be most compatible with the greatest public good and the least private injury; C. The Subject Property Interests described in each Resolution of Necessity are necessary for the Project; and D. The City has made an offer as required by Government Code Section 7267.2 to the owners of record of the Subject Property Interests the City seeks to acquire. The amount of just compensation is not an issue before the City Council at this hearing. The hearing relates to issues A, B, C, and D above. The amount of just compensation would be r� determined in the eminent domain proceedings that would be filed if the City Council, in its sole discretion, adopts the proposed Resolutions of Necessity. Environmental Analysis The environmental effects of the Project and the acquisition of the real property interests needed for the Project were studied and analyzed as an integral part of the Environmental Impact Report for the Roripaugh Ranch Specific Plan ("EIR") pursuant to the California Environmental Quality Act ("CEQA"), Public Resources Code Section 21000 et seq., and the CEQA Guidelines, 14 Cal. Code Regs. Section 15000 et seq. ("CEQA Guidelines"). On November 26, 2002, the City Council adopted Resolution 02-111, A Resolution of the City Council of Temecula, California, Certifying the Final Environmental Impact Report Prepared for the Roripaugh Ranch Specific Plan and Related Planning Applications Actions and Adopting the Environmental Findings Pursuant to the California Environmental Quality Act, and the State CEQA Guidelines, a Mitigation Monitoring and Reporting Program and a Statement of Overriding Considerations, in Connection therewith for the Roripaugh Ranch Specific Plan, Located near the Future Intersection of Butterfield Stage Road and Nicolas Road (Planning Application 94-0076). Said environmental documents are incorporated herein by this reference. Since the adoption of the EIR, five EIR Addendums have been prepared for the Development Project area. The most recent Addendum to the EIR was adopted on January 14, 2020. On January 10, 2023, City Staff reviewed the environmental documentation prepared in connection with the Development Project in connection with Staff s review of the proposed acquisition of the Subject Property Interests for the Project. City Staff reviewed the EIR, the First Addendum to the EIR adopted on April 23, 2013, the Second Addendum to the EIR adopted on March 22, 2016, the Third Addendum to the EIR adopted on January 23, 2018, the Fourth Addendum to the EIR adopted on November 6, 2019, the Fifth Addendum to the EIR adopted on January 14, 2020, and determined that the Project and acquisition of the Subject Property Interests needed for the Project are consistent with the EIR and Addenda to the EIRs. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City Staff concluded that no substantial changes have occurred in the Development Project, no substantial changes have occurred in the circumstances under which the Development Project is undertaken, and the City has obtained no new information of substantial importance that would require further environmental analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition of the Subject Property Interests for the Project. The above documents are referred to below collectively as the "Environmental Documents". City's Actions Pursuant to Government Code Section 7260 et seq. Pursuant to Government Code Section 7260 et seq., the City of Temecula obtained fair market value appraisals of the Subject Property Interests and the larger parcels of which they are a part. The City set just compensation for the Subject Property Interests and in accordance with the fair market values. The City retained Overland Pacific & Cutler ("OPC") as its acquisition consultant to assist the City with the City's good faith negotiations for the acquisition of the Subject Property Interests. Government Code Section 7260 Offer — Garcia Property Interests On October 4, 2022, the City extended a written offer pursuant to Government Code Section 7267.2 to the owners of record, Jose Leonardo Garcia and Mayerling Alida Monteros-Garcia. The offer letter contained an appraisal summary statement that described the zoning, highest and best use of the parcel, explained the appraiser's valuation methodology, and included the comparable sales data relied on by the appraiser. The offer letter offered to pay the reasonable costs, up to $5,000, of an independent appraisal pursuant to Code of Civil Procedure Section 1263.025. Further, the offer letter included an eminent domain pamphlet that explained the eminent domain process and the rights of the record owners. OPC attempted to meet with the record owners on several occasions to discuss the City's offer and negotiate in good faith with the owners for the acquisition of the Garcia Property Interests. The owners did not make themselves available for a meeting. Mr. and Mrs. Garcia sent a letter to OPC dated November 21, 2022 advising OPC that they refused the City's offer and instructed OPC to contact their counsel, Robert Stack, Esq. Mr. Stack, OPC representatives, City Staff and the City Attorney's office met on January 18, 2023 to discuss the Project and the proposed acquisition of the Garcia Property Interests. As of the date of this Agenda Report, the parties have not reached a negotiated agreement. Based on the timing of the Project and the owner's decision not to consider a negotiated sale of the Garcia Property Interests, it is necessary that the City consider the adoption of the Resolution of Necessity at this time. The adoption of a Resolution does not preclude negotiations between the parties for the City's acquisition of the Garcia Property Interests. Government Code Section 7260 Offer — Singh Property Interests On September 20, 2022, the City extended a written offer pursuant to Government Code Section 7267.2 to the owners of record, Sohan Singh and Kuldip Kaur Singh. The offer letter contained an appraisal summary statement that described the zoning, highest and best use of the parcel, explained the appraiser's valuation methodology, and included the comparable sales data relied on by the appraiser. The offer letter offered to pay the reasonable costs, up to $5,000, of an independent appraisal pursuant to Code of Civil Procedure Section 1263.025. Further, the offer letter included an eminent domain pamphlet that explained the eminent domain process and the rights of the record owners. OPC contacted the record owners several times and OPC was informed by Mr. and Mrs. Singh's daughter, that the owners had determined to obtain their own independent appraisal. They also requested that the surveyor stake the areas of the Singh Property Interests. The owners canceled the staking scheduled in December 2022. The staking was tentatively rescheduled for the week of January 30, 2023. As of the date of this Agenda Report, OPC had not been informed that the owners' independent appraisal is completed. Based on the timing of the Project, it is necessary that the City consider the adoption of the Resolution of Necessity at this time. The adoption of a Resolution at this time does not preclude negotiations between the parties for the City's acquisition of the Singh Property Interests. 8 City's Actions Pursuant to Code of Civil Procedure Section 1245.235 Code of Civil Procedure Section 1245.235 Notice — Garcia Property Interests Pursuant to Code of Civil Procedure Section 1245.235, the City sent a letter and a notice by first- class mail dated January 24, 2023 to the owners of record, Jose Leonardo Garcia and Mayerling Alida Monteros-Garcia, the record owners of the Garcia Property Interests the City seeks to acquire. The letter and notice informed Mr. and Mrs. Garcia of the City's intent to consider at its February 14, 2023 meeting, the adoption of a Resolution of Necessity for the acquisition by eminent domain of the Subject Property Interests in connection with the Project. The noticed advised the record owners of their right to appear and be heard regarding the City's proposed adoption of the Resolution of Necessity by filing, within fifteen (15) days of the date the notice was mailed, a written request with the City to appear at the hearing. The notice specifically informed the record owners of the Garcia Property Interests that the owners have an opportunity to appear before the City Council and raise questions about whether the public interest and necessity require the Project; whether the Project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; and whether the Garcia Property Interests the City seeks to acquire from the owners of record are necessary for the Project. On January 25, 2023, City Staff sent a courtesy copy of said notice to Robert Stack, Esq., counsel for Mr. and Mrs. Garcia. Code of Civil Procedure Section 1245.235 Notice — Singh Property Interests Pursuant to Code of Civil Procedure Section 1245.235, the City sent a letter and a notice by first- class mail dated January 24, 2023 to the owners of record, Sohan Singh and Kuldip Kaur Singh, the record owners of the Singh Property Interests the City seeks to acquire. The letter and notice informed Mr. and Mrs. Singh of the City's intent to consider at its February 14, 2023 meeting, the adoption of a Resolution of Necessity for the acquisition by eminent domain of the Subject Property Interests in connection with the Project. The noticed advised the record owners of their right to appear and be heard regarding the City's proposed adoption of the Resolution of Necessity by filing, within fifteen (15) days of the date the notice was mailed, a written request with the City to appear at the hearing. The notice specifically informed the record owners of the Singh Property Interests that the owners have an opportunity to appear before the City Council and raise questions about whether the public interest and necessity require the Project; whether the Project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; and whether the Singh Property Interests the City seeks to acquire from the owners of record are necessary for the Project. On January 25, 2023, City Staff sent a courtesy copy of said notice to Ms. Basi, daughter of Mr. and Mrs. Singh. REQUIRED FINDINGS FOR ADOPTION OF RESOLUTIONS OF NECESSITY A. The Public Interest and Necessity Require the Project The Project, as planned and designed, is in the public interest and necessity and is needed to construct the public street, drainage, access, public utility and related improvements in connection with the proposed extension of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road. The Garcia Property Interests and the Singh Property Interests are required 01 to protect the street improvements that will be constructed within the existing right of way as part of the construction and extension of Nicolas Road from erosion. The Garcia Property Interests and Singh Property Interests are required for the construction of drainage purposes in connection with the Project, including construction of culverts, and related improvements, to protect the street improvements from flooding, to provide access to the permanent maintenance and access easement on the Garcia Parcel, and to construct a driveway to provide ingress and egress from the Singh Parcel to the new Nicolas Road improvements. The Project, as planned and located, is consistent with the circulation and street system in the Roadway Plan depicted in the City of Temecula General Plan (Figure C-2). Construction of the drainage improvements and rip rap in the permanent maintenance and access easement areas on the Garcia Parcel and Singh Parcel are necessary to protect the street improvements from erosion and flooding. Rip rap will also be placed on a small portion of the temporary construction easement area on the Singh Parcel to also help protect the street and drainage improvements from erosion and also to protect that portion of the Singh Parcel from erosion and to minimize flooding. The rough location of these improvements on Singh Property Interests are shown on EXHIBIT C to Resolution No. 2023-XX. The drainage and rip -rap improvements will help minimize flooding on the remainder portions of the Garcia Parcel and the Singh Parcel. The Project, as planned and designed, seeks to minimize the impact on private parcels. The Garcia Property Interests and the permanent maintenance and access easement and temporary construction easement areas on the Singh Parcel are located in the portions of the Garcia Parcel and the Singh Parcel within the Long Valley Wash, a natural flood control channel that experiences flooding during rain events. The drainage and rip -rap improvements will help minimize flooding on the remainder portions of the Garcia Parcel and the Singh Parcel. The construction of the Project will not result in the displacement of any persons because the residences located on the Garcia Parcel and the Singh Parcel are not located in the area of the Subject Property Interests. Based on the timing of the Project, it is necessary that the City consider the acquisition by eminent domain of the Subject Property Interests so that the public street, drainage, rip -rap, access, and related improvements can be constructed. The public use for which the City seeks to acquire the Subject Property Interests in connection with the Project, namely for public street, drainage, access, public utility and related improvements, and all uses necessary or convenient thereto in connection with the Project will not unreasonably interfere with or impair the continuance of the public use to which any easement holders may have appropriated the areas (Code of Civil Procedure Section 1240.510). B. The Proiect is Planned and Located in the Manner that will be Most Compatible with the Greatest Public Good and the Least Private Injury The Project is planned and located in the manner that is most compatible with the greatest public good and the least private injury. The Project is planned and designed to construct necessary public street, drainage, access, public utility and related improvements, and all uses necessary or convenient thereto consistent with the Roadway Plan of the City's General Plan. The Garcia Property Interests and the Singh Property Interests are required to construct the public street, drainage, access, public utility and related improvements in connection with the proposed extension of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road. The 10 Garcia Property Interests and the Singh Property Interests are necessary to protect the street improvements that will be constructed within the existing right of way as part of the construction and extension of Nicolas Road from erosion. The Garcia Property Interests and Singh Property Interests are required for the construction of drainage purposes in connection with the Project, including construction of culverts, and related improvements, to protect the street improvements from flooding, to provide access to the permanent maintenance and access easement on the Garcia Parcel, and to construct a driveway to provide ingress and egress from the Singh Parcel to the new Nicolas Road improvements. The Project is also planned and located to minimize the impact on private parcels. The permanent maintenance and access easements and the temporary construction easements on the Garcia Parcel and the Singh Parcel are located within the Long Valley Wash, a natural flood control channel that experiences flooding during rain events. The drainage, culvert, and rip -rap improvements that are necessary to protect the street improvements from erosion and protect the roadway from flooding will also minimize flooding on the remainder portions of the Garcia Parcel and the Singh Parcel. It is expected that, in the after condition, less of the remainder portions of these parcels will be located within the Long Valley Wash, a natural flood control channel, that experiences flooding during rain events. The construction of the Project will not result in the displacement of any persons because the Subject Property Interests are located in the portions of the Garcia Parcel and the Singh Parcel located within the Long Valley Wash, a natural flood control channel that experiences flooding during rain events. The Project will not impacted the residences on said parcels. The public use for which the City seeks to acquire the Subject Property Interests in connection with the Project, namely for public street, drainage, access, public utility and related improvements, and all uses necessary or convenient thereto in connection with the Project will not unreasonably interfere with or impair the continuance of the public use to which any easement holders may have appropriated the areas (Code of Civil Procedure Section 1240.510). C. The Subject Property Interests Described in each Resolution of Necessity are Necessary for the Proiect The City seeks to construct the Project, as planned and designed, to construct necessary public street, drainage, access, public utility and related improvements consistent with the Roadway Plan of the City's General Plan. The Garcia Property Interests and the Singh Property Interests are required to construct the public street, drainage, access, public utility and related improvements in connection with the proposed extension of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road. The Garcia Property Interests and the Singh Property Interests are necessary to protect the street improvements that will be constructed within the existing right of way as part of the construction and extension of Nicolas Road from erosion. The Garcia Property Interests and Singh Property Interests are required for the construction of drainage purposes in connection with the Project, including construction of culverts, and related improvements, to protect the street improvements from flooding, to provide access to the permanent maintenance and access easement on the Garcia Parcel, and to construct a driveway to provide ingress and egress from the Singh Parcel to the new Nicolas Road improvements. The Project cannot be constructed without the acquisition of the Subject Property Interests. IF As stated above, the public use for which the City seeks to acquire the Subject Property Interests in connection with the Project, namely for public street, drainage, access, public utility and related improvements, and all uses necessary or convenient thereto in connection with the Project will not unreasonably interfere with or impair the continuance of the public use to which any easement holders may have appropriated the areas (Code of Civil Procedure Section 1240.510). D. The City has Made an Offer as Required by Government Code Section 7267.2 to the Owners of Record of the Subiect Property Interests The City's actions under Government Code Section 7260 et seq. in connection with the acquisition of the Subject Property Interests are detailed above. Government Code Section 7260 Offer — Garcia Property Interests As noted above, on October 4, 2022, the City extended a written offer pursuant to Government Code Section 7267.2 to the owners of record, Jose Leonardo Garcia and Mayerling Alida Monteros-Garcia. The offer letter contained an appraisal summary statement that described the zoning, highest and best use of the parcel and explained the appraiser's valuation methodology. The offer letter offered to pay the reasonable costs, up to $5,000, of an independent appraisal pursuant to Code of Civil Procedure Section 1263.025. Further, the offer letter included an eminent domain pamphlet that explained the eminent domain process and the rights of the record owners. OPC attempted to meet with the record owners on several occasions to discuss the City's offer and negotiate in good faith with the owners for the acquisition of the Garcia Property Interests. The owners did not make themselves available for a meeting. Mr. and Mrs. Garcia sent a letter to OPC dated November 21, 2022 advising OPC that they refused the City's offer and instructed OPC to contact their counsel, Robert Stack, Esq. Mr. Stack, OPC representatives, City Staff and the City Attorney's office met on January 18, 2023 to discuss the Project and the proposed acquisition of the Garcia Property Interests. As of the date of this Agenda Report, the parties have not reached a negotiated agreement. Based on the timing of the Project and the owner's decision not to consider a negotiated sale of the Garcia Property Interests, it is necessary that the City consider the adoption of the Resolution of Necessity at this time. Government Code Section 7260 Offer — Singh Property Interests On September 20, 2022, the City extended a written offer pursuant to Government Code Section 7267.2 to the owners of record, Sohan Singh and Kuldip Kaur Singh. The offer letter contained an appraisal summary statement that described the zoning, highest and best use of the parcel and explained the appraiser's valuation methodology. The offer letter offered to pay the reasonable costs, up to $5,000, of an independent appraisal pursuant to Code of Civil Procedure Section 1263.025. Further, the offer letter included an eminent domain pamphlet that explained the eminent domain process and the rights of the record owners. OPC contacted the record owners several times and OPC was informed by Mr. and Mrs. Singh's daughter, that the owners had determined to obtain their own independent appraisal. They also requested that the surveyor stake the areas of the Singh Property Interests. The owners canceled the first scheduled date in December 2022 for the staking. The staking was tentatively rescheduled 12 for the week of January 30, 2023. As of the date of this Agenda Report, OPC has not been informed that the owners' independent appraisal is completed. Based on the timing of the Project, it is necessary that the City consider the adoption of the Resolution of Necessity at this time. INCORPORATION OF DOCUMENTS The following documents referenced above are on file with the City Clerk's Office and/or the Public Works Department and are incorporated herein by this reference: • Resolution No. 2023- , Resolution of Necessity with ATTACHMENT A, ATTACHMENT B, ATTACHMENT A-1, and ATTACHMENT B-1 in connection with Garcia Property Interests (attached hereto) • Resolution No. 2023- , Resolution of Necessity with ATTACHMENT C, ATTACHMENT D, ATTACHMENT C-1, ATTACHMENT D-1, ATTACHMENT C-2, ATTACHMENT D-2 and ATTACHMENT E in connection with Singh Property Interests (attached hereto) • City of Temecula General Plan • Offer letters to the record owners of the Subject Property Interests • Notices pursuant to Code of Civil Procedure Section 1245.235 to record owners of the Subject Property Interests • Development Project Documents • Environmental Documents relating to Development Project FISCAL IMPACT: The City would plan to deposit the probable amount of just compensation for the Subject Easement in the Condemnation Fund of the State Treasurer's Office to obtain an order for prejudgment possession. The City will also incur additional costs in connection with any filed eminent domain proceedings, including costs for litigation guarantee, new appraisal during the course of the eminent domain proceeding, expert witness costs, and attorney's fees. Woodside 05S, LP, a California Limited Partnership and Wingsweep Corporation, a California Corporation are responsible for all of the City's acquisition costs pursuant to that Certain Agreement Pursuant to Government Code Section 66462.5 Between Woodside 05S LP and Wingsweep Corporation, on the one hand, and City of Temecula, on the other, for Acquisition of Certain Real Property Interests (Sommers Bend) entered into as of April 12, 2021. 13 ATTACHMENTS: Resolution - Resolution of Necessity in connection with Garcia Property Interests (APN 957-150-005) 2. Attachments A, B, A-1, and B-1 in connection with Garcia Property Interests (APN 957- 150-005) 3. Resolution - Resolution of Necessity in connection with Singh Property Interests (APN 957-090-019) 4. Attachments C, D, C-1, D-1, C-2, D-2, and E in connection with Singh Property Interests (APN 957-090-019) 14 RESOLUTION NO.2023- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING CERTAIN REAL PROPERTY INTERESTS NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF IN CONNECTION WITH THE PUBLIC STREET, DRAINAGE, ACCESS AND RELATED IMPROVEMENTS FOR THE NICOLAS ROAD FROM BUTTERFIELD STAGE ROAD TO THE CALLE GIRASOL/NICOLAS ROAD CONNECTION (CERTAIN PROPERTY INTERESTS ON APN 957-150-005) AND MAKING FINDINGS THAT NO FURTHER ENVIRONMENTAL REVIEW IS REQUIRED PURSUANT TO SECTION 15162 OF THE CALIFORNIA ENVIRONMENTAL QUALITY ACT GUIDELINES AND SECTION 21166 OF THE PUBLIC RESOURCES CODE THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Findings. A. The City of Temecula ("City") is a municipal corporation, located in the County of Riverside, State of California. B. The City originally approved the Development Agreement between the City of Temecula and Ashby USA, LLC (also known as the Pre -annexation and Development Agreement) pursuant to Ordinance No. 02-14. The Development Agreement was recorded on January 9, 2003 as Document No. 2003-018567 in the Official Records of the County of Riverside. The Development Agreement was amended pursuant to: (1) the First Amendment to the Development Agreement Between the City of Temecula and Ashby USA, LLC, dated February 14, 2006 and recorded on March 7, 2006 in the Official Records of Riverside County as Document No. 2006-0162268; (2) the Second Amendment to the Development Agreement Between the City of Temecula and Ashby USA, LLC, dated April 23, 2013 and recorded on July 3, 2013 in the Official Records of Riverside County as Document No. 2013-0324057, and (3) the Third Amendment to the Development Agreement dated March 8, 2016, and recorded on April 20, 2016 in the Official Records of Riverside County as Document No. 2016-0156276. Developer Woodside 05S, LP, a California Limited Partnership and Wingsweep Corporation, a California corporation are the successors to certain of these approved applications for development and propose to construct the Sommers Bend Project ("Sommers Bend Project" or "Development Project"). C. To facilitate the orderly development of the Sommers Bend Project, the Third Amendment to the Development Agreement was approved subject to certain conditions set forth on Exhibit D (New Attachment 5-A to Development Agreement) to said Third Amendment. Specifically, Condition 3(A) to Exhibit D contains a specific condition of approval requiring Developer to construct certain public improvements in connection with Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Connection: Description of Public Improvement. Complete engineering design and construct full Nicolas Road improvements from Butterfield Stage Road to the Calle Girasol/Nicolas Road Connection. ... Owners of Phase II Property shall be required, on behalf of the City, to provide for all required engineering design, construction plans, CEQA analysis & processing, environmental mitigation measures, right-of-way acquisition, and to obtain all necessary Resource Agency and Riverside County Flood Control and Water Conservation District permits. Resource Agency permits for the offsite portion of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road Connection were not obtained with the Resource Agency permits for Roripaugh Ranch Phase II. Due to Resource Agency regulations, the offsite portion of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road Connection should be combined with the permits for the Santa Gertrudis Creek Channel improvements downstream of the existing culverts at Butterfield Stage Road and processed and obtained as a single package. D. The Project requires the acquisition of an approximate 26,957 square foot permanent maintenance and access easement and an approximate 31,520 square foot temporary construction easement with a term of twelve months on the real property located at 31270 Tommy Lane, Temecula, and identified as Riverside County Tax Assessor's Parcel Number 957- 150-005 described more particularly at Section 4 below. E. Pursuant to California Government Code Section 66462.5, when a condition of a subdivision map approval or a development agreement requires the installation or construction of improvements on offsite property not owned or controlled by a developer, and title cannot be obtained by negotiated purchase, a city is required to commence proceedings to acquire off -site property by eminent domain or such off -site improvement conditions will be waived. Pursuant to Government Code Section 66462.5(c), a city and a developer may enter into an agreement to allocate the costs and responsibilities for acquisition of such off -site property. The City and the developer of the Sommers Bend Project entered into that certain Agreement Pursuant to Government Code Section 66462.5 Between Woodside 055, LP and Wingsweep Corporation, on the one hand, and City of Temecula, on the other, for Acquisition of Certain Real Property Interests (Calle Girasol/Nicolas Road Connection) as of April 12, 2022 in connection with the subject offsite public improvements. Section 2. Adoption of Resolution of Necessity. The City Council of the City of Temecula adopts Resolution No. 2023- , A Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the Public Street, Drainage, Access and Related Improvements for the Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road Connection (Certain Property Interests on APN 957-150-005) and Making N Findings that No Further Environmental Review is Required Pursuant to Section 15162 of the California Environmental Quality Act Guidelines and Section 21166 of the Public Resources Code. A. The City hereby adopts the Resolution of Necessity authorizing the acquisition by eminent domain of the approximate 26,957 square foot permanent maintenance and access easement and the approximate 31,520 square foot temporary construction easement with a term of twelve months described more particularly in Section 3 below public use, namely for the construction of certain public off -site improvements, consisting of public street, drainage, access, public utility and related improvements, and all uses necessary or convenient thereto in connection with the proposed extension of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road pursuant to the authority conferred on the City of Temecula to acquire real property by eminent domain by Section 19 of Article 1 of the California Constitution, Government Code Sections 37350, 37350.5, 37351, 40404, and 66462.5, California Code of Civil Procedure Section 1230.010 et seq. (Eminent Domain Law), including but not limited to Sections 1240.010, 1240.020, 1240.110, 1240.120, 1240.510, 1240.610, 1240.650 and by other provisions of law. Code of Civil Procedure, Section 1240.010 provides that "[t]he power of eminent domain may be exercised to acquire property only for a public use. Where the Legislature provides by statute that a use, purpose, object, or function is one for which the power of eminent domain may be exercised, such action is deemed to be a declaration by the Legislature that such use, purpose, object, or function is a public use." Government Code Section 66462.5(c) authorizes the City and the developer of a project for which the construction of offsite improvements are required to enter into an agreement requiring the developer to complete the improvements pursuant to Government Code Section 66462 at such time as the City acquires an interest in the land that will permit such improvements to be constructed. Government Code Section 66462.5(a) provides that a city or county may "acquire by negotiation or commence eminent domain proceedings pursuant to Title 7 (commencing with Section 1230.010) of Part 3 of the Code of Civil Procedure to acquire an interest in the land which will permit the improvements to be made, including proceedings for immediate possession of the property under Article (commencing with Section 1255.410) of Chapter 6 of that title." Section 3. Subject Property Interests. The City hereby authorizes the acquisition by eminent domain of the following property interests (referred to below collectively as the "Subject Property Interests") on the real property located at 31270 Tommy Lane, Temecula, and identified as Riverside County Tax Assessor's Parcel Number 957-150-005 for public use, namely for the construction of certain public improvements, consisting of public street, drainage, access, public utility and related improvements, and all uses necessary or convenient thereto in connection with the improvements for the Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road Connection: • An approximate 26,957 square foot permanent maintenance and access easement described more particularly on ATTACHMENT A and depicted on ATTACHMENT B attached hereto and incorporated herein by this reference. • An approximate 31,520 square foot temporary construction easement with a term of twelve months is described more particularly on ATTACHMENT A-1 3 and depicted on ATTACHMENT 13-1 attached hereto and incorporated herein by this reference. Section 4. Environmental Review. A. The environmental effects of the Project and the acquisition of the real property interests needed for the Project were studied and analyzed as an integral part of the Environmental Impact Report for the Roripaugh Ranch Specific Plan ("EIR") pursuant to the California Environmental Quality Act ("CEQA"), Public Resources Code Section 21000 et seq., and the CEQA Guidelines, 14 Cal. Code Regs. Section 15000 et seq. ("CEQA Guidelines"). On November 26, 2002, the City Council adopted Resolution 02-111, A Resolution of the City Council of Temecula, California, Certifying the Final Environmental Impact Report Prepared for the Roripaugh Ranch Specific Plan and Related Planning Applications Actions and Adopting the Environmental Findings Pursuant to the California Environmental Quality Act, and the State CEQA Guidelines, a Mitigation Monitoring and Reporting Program and a Statement of Overriding Considerations, in Connection therewith for the Roripaugh Ranch Specific Plan, Located near the Future Intersection of Butterfield Stage Road and Nicolas Road (Planning Application 94-0076). Said environmental documents are incorporated herein by this reference. Since the adoption of the EIR, five EIR Addendums have been prepared for the Development Project area. The most recent Addendum to the EIR was adopted on January 14, 2020. B. On January 10, 2023, City Staff reviewed the environmental documentation prepared in connection with the Development Project in connection with Staff s review of the proposed acquisition of the Subject Property Interests for the Project. City Staff reviewed the EIR, the First Addendum to the EIR adopted on April 23, 2013, the Second Addendum to the EIR adopted on March 22, 2016, the Third Addendum to the EIR adopted on January 23, 2018, the Fourth Addendum to the EIR adopted on November 6, 2019, the Fifth Addendum to the EIR adopted on January 14, 2020, and determined that the Project and acquisition of the Subject Property Interests needed for the Project are consistent with the EIR and Addenda to the EIRs. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City Staff concluded that no substantial changes have occurred in the Development Project, no substantial changes have occurred in the circumstances under which the Development Project is undertaken, and the City has obtained no new information of substantial importance that would require further environmental analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition of the Subject Property Interests for the Project. The above documents are referred to below collectively as the "Environmental Documents". Section 5. The Project, as planned and designed, is in the public interest and necessity and is needed to construct the public street, drainage, access, public utility and related improvements in connection with the proposed extension of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road. The Subject Property Interests are required to protect the street improvements that will be constructed within the existing right of way as part of the construction and extension of Nicolas Road from erosion. The Subject Property Interests are required for the construction of drainage purposes in connection with the Project, including construction of culverts, and related improvements, to protect the street improvements from flooding, and to provide access to the permanent maintenance and access easement. 4 C. The Project, as planned and located, is consistent with the circulation and street system in the Roadway Plan depicted in the City of Temecula General Plan (Figure C-2). Construction of the drainage improvements and rip rap in the permanent access and maintenance easement portion of the Subject Property Interests is necessary to protect the street improvements from erosion and flooding. The drainage and rip -rap improvements will also help minimize flooding on the remainder portions of the Property. D. The Project is planned and located in the manner that is most compatible with the greatest public good and the least private injury. The Project, as planned and designed, seeks to minimize the impact on private parcels. The Subject Property Interests are located in the portions of the Property within the Long Valley Wash, a natural flood control channel that experiences flooding during rain events. The drainage and rip -rap improvements will help minimize flooding on the remainder portions of the Property. The construction of the Project will not result in the displacement of any persons because the residence located on the Property are not located in the area of the Subject Property Interests. Based on the timing of the Project, it is necessary that the City consider the acquisition by eminent domain of the Subject Property Interests to proceed with the construction of the public street, drainage, rip -rap, access, public utility and related improvements for the Project. E. The public use for which the City seeks to acquire the Subject Property Interests in connection with the Project, namely for public street, drainage, access, public utility and related improvements, and all uses necessary or convenient thereto in connection with the Project will not unreasonably interfere with or impair the continuance of the public use to which any easement holders may have appropriated the areas (Code of Civil Procedure Section 1240.510). Section 6. Offer Letter. Pursuant to Government Code Section 7260 et seq., the City of Temecula obtained a fair market value appraisal of the Subject Property Interests and the Property. The City set just compensation for the Subject Property Interests in accordance with the fair market values. The City retained Overland Pacific & Cutler ("OPC") as its acquisition consultant to assist the City with the City's good faith negotiations for the acquisition of the Subject Property Interests. On October 4, 2022, the City extended a written offer pursuant to Government Code Section 7267.2 to the owners of record, Jose Leonardo Garcia and Mayerling Alida Monteros-Garcia. The offer letter contained an appraisal summary statement that described the zoning, highest and best use of the Property explained the appraiser's valuation methodology, and included the comparable sales data relied on by the appraiser. The offer letter offered to pay the reasonable costs, up to $5,000, of an independent appraisal pursuant to Code of Civil Procedure Section 1263.025. Further, the offer letter included an eminent domain pamphlet that explained the eminent domain process and the rights of the record owners. The City attempted to negotiate in good faith with the record owners. The record owners sent a letter to OPC dated November 21, 2022 advising OPC that they refused the City's offer and instructed OPC to contact their counsel. On January 18, 2013, counsel for the record owners, OPC representatives, City Staff and the City Attorney's office met to discuss the Project and the proposed acquisition of the Garcia Property Interests. The Parties have not reached a negotiated agreement for the City's acquisition of the Subject Property Interests. Section 7. Notice Pursuant to Code of Civil Procedure Section 1245.235. Pursuant to Code of Civil Procedure Section 1245.235, the City sent a letter and a notice by first-class mail 5 dated January 24, 2023 to the owners of record, Jose Leonardo Garcia and Mayerling Alida Monteros-Garcia, the record owners of the Subject Property Interests. The letter and notice informed the record owners of the City's intent to consider at its February 14, 2023 meeting, the adoption of a Resolution of Necessity for the acquisition by eminent domain of the Subject Property Interests in connection with the Project. The noticed advised the record owners of their right to appear and be heard regarding the City's proposed adoption of the Resolution of Necessity by filing, within fifteen (15) days of the date the notice was mailed, a written request with the City to appear at the hearing. The notice specifically informed the record owners of the Subject Property Interests that the record owners have an opportunity to appear before the City Council and raise questions about whether the public interest and necessity require the Project; whether the Project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; and whether the Subject Property Interests the City seeks to acquire from the owners of record are necessary for the Project. On January 25, 2023, City Staff sent a courtesy copy of said notice by electronic mail to counsel for the record owners. Section 8. Based on the evidence presented at the hearing regarding the acquisition of the Subject Property Interests for the Project, including the Agenda Report, the documents referenced therein, and any oral or written testimony at the hearing, the City Council hereby finds and determines that: A. The public interest and necessity require the Project; B. The Project is planned and located in the manner that will be most compatible with the greatest public good and the least private injury; C. The Subject Property Interests, consisting of the approximate 26,957 square foot permanent maintenance and access easement described more particularly on ATTACHMENT A and depicted on ATTACHMENT B hereto, and the approximate 31,520 square foot temporary construction easement for a term of twelve months described more particularly on ATTACHMENT A-1 and depicted on ATTACHMENT B-1 hereto, are necessary for the Project; and D. The City has made the offer required by Government Code Section 7267.2 to the owners of record of the Subject Property Interests the City seeks to acquire. Section 9. The findings and declarations contained in this Resolution are based upon the record before the City Council, including the Agenda Report, and all documents referenced therein, all of which are incorporated herein by this reference and testimony and/or comments submitted to the City by the record owner or the owner's representative(s). These documents include, but are not limited to the City of Temecula General Plan, the documents relating to the Sommers Bend Development, offer letter sent to the owner pursuant to Government Code Section 7267.2, notice pursuant to Code of Civil Procedure Section 1245.235, and Environmental Documents relating to the Development Project. Section 10. Authorization to File Eminent Domain Proceeding. The City Attorney's Office is authorized to take all steps necessary to commence and prosecute legal proceedings in a r� court of competent jurisdiction to acquire the Subject Property Interests, consisting of the approximate 26,957 square foot permanent maintenance and access easement described more particularly on ATTACHMENT A and depicted on ATTACHMENT B hereto, and the approximate 31,520 square foot temporary construction easement for a term of twelve months described more particularly on ATTACHMENT A-1 and depicted on ATTACHMENT B-1 hereto. Section 11. City Manager Authority. The City Manager is authorized to execute all necessary documents in connection with the eminent domain proceeding. Section 12. Certification. The City Clerk shall certify the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of February, 2023. ATTEST: Randi Johl, City Clerk [SEAL] Zak Schwank, Mayor 7 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 2023- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of February, 2023, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk ATTACHMENT A Description of Permanent Access and Maintenance Easement EXHIBIT "A" LEGAL DESCRIPTION CITY MAINTENANCE EASEMENT APN: 957-150-005, GARCIA PROPERTY That portion of Parcel 1 of Parcel Map No. 13678, in the City of Temecula, County of Riverside, State of California, as shown on the map recorded in Book 73, Pages 85 and 86 of Parcel Maps, in the Office of the County Recorder of said Riverside County, described as follows: COMMENCING at the Centerline Intersection of Nicolas Road and Calle Girasol as shown on said Parcel Map No. 13678; Thence along the centerline of said Nicolas Road North 65°58'34" East 146.35 feet; Thence leaving said centerline South 24001'26" East 55.00 feet to the northwesterly line of said Parcel 1, said point being the TRUE POINT OF BEGINNING; Thence South 42'16'03" East 41.83 feet; Thence South 01 018'58" East 93.45 feet; Thence South 27005'17" East 35.33 feet; Thence South 2501 T01" West 34.58 feet; Thence South 16'30'15" East 95.17 feet; Thence South 06025'33" West 24.98 feet; Thence South 33035'08" West 36.10 feet; Thence South 65°59'24" West 13.54 feet to the southwesterly line of said Parcel 1; Thence along the southwesterly, and northwesterly line of said Parcel 1 the following courses: North 24°00'36" West 295.98 feet; Thence North 23022'06" East 33.97 feet; Thence North 65058'34" East 91.36 feet to the TRUE POINT OF BEGINNING. Containing 0.62 Acres, or 26,957 Square feet, more or less A& LAP),o This description was prepared by me or under my direction. a JOHN R, a' Date: Joh V. Duquette, PLS 16—� Michael Baker International May 1, 2020 40810 County Center Drive, Suite 200 JN 175051 Temecula, CA 92591 Page 1 of 1 ATTACHMENT B Depiction of Permanent Access and Maintenance Easement POC 1� 50 EXHIBIT "B" CITY MAINTENANCE EASEMENT APN: 957-150-005 GARCIA PROPERTY ROPE �� s. N65 � TPOB 58 , N65 a1� SCALE: 1 "=60' DATA TABLE @0 BEARING/DELTA LENGTH 1 N24°01'26"W 55.00' 2 N42'16'03"W 41.83' 3 N01018'58"W 93.45' 4 N27005'17"W 35.33' 5 N25°17'01"E 34.58' 6 N16°30'15"W 95.17' 7 N06°25'33"E 24.98' 8 N33`35'08"E 36.10' 9 N65059'24"E 13.54' 10 N23°22'06"E 33.97' POC = POINT OF COMMENCEMENT TPOB = TRUE POINT OF BEGINNING ( ) = INDICATES RECORD DATA PER PM 13678, PMB 73/85-86 SHEET 1 OF 1 INTERNATIONAL ATTACHMENT A-1 Description of Temporary Construction Easement EXHIBIT "A" LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT APN: 957-150-005, GARCIA PROPERTY That portion of Parcel 1 of Parcel Map No. 13678, in the City of Temecula, County of Riverside, State of California, as shown on the map recorded in Book 73, Pages 85 and 86 of Parcel Maps, in the Office of the County Recorder of said Riverside County, described as follows: COMMENCING at the Centerline Intersection of Nicolas Road and Calle Girasol as shown on said Parcel Map No. 13678; Thence along the centerline of said Nicolas Road North 65°58'34" East 146.35 feet; Thence leaving said centerline South 24°01'26" East 55.00 feet to the northwesterly line of said Parcel 1, said point being the TRUE POINT OF BEGINNING; Thence along said northwesterly line North 65058'34" East 20.07; Thence leaving said northwesterly line South 24°01'26" East 39.89 feet; Thence South 09018'59" East 134.69 feet; Thence South 12018'16" West 43.83 feet; Thence South 16'30'15" East 76.62 feet; Thence South 06025'33" West 29.42 feet; Thence South 33035'08" West 41.42 feet; Thence South 65059'24" West 16.44 feet to the southwesterly line of said Parcel 1; Thence along said southwesterly and the northwesterly lines of said Parcel 1 North 24000'36" West 305.98 feet; Thence North 23°22'06" East 33.97 feet; Thence North 65°58'34" East 91.36 feet to the TRUE POINT OF BEGINNING. Containing 0.72 Acres, or 31,520 Square Feet, more or less This description was prepared by me or under my direction. Date: 5 1 2-p JTf R. Duquette L 566 Michael Baker International 40810 County Center Drive, Suite 200 Temecula, CA 92591 /oNP\- LAND'y 'N JOHN R. A a DUQUETTE * No.7566 Q \rFOFC1510�-/ May 1, 2020 JN 175051 Page 1 of 1 ATTACHMENT B-1 Depiction of Temporary Construction Easement EXHIBIT "B" TEMPORARY CONSTRUCTION EASEMENT APN: 957-150-005 GARCIA PROPERTY 516 PoC LPS RAP N�oolj 60 \ DATA TABLE �0 BEARING/DELTA LENGTH 1 N24°01'26"W 55.00' 2 N65058'34"E 20.07' 3 N24°01'26"W 39.89' 4 N09018'59"W 134.69' 5 N12`18'16°E 43.83' 6 N16°30'15"W 76.62' 7 N06°25'33"E 29.42' 8 N33035'08"E 41.42' 9 N65°59'24"E 16.44' 10 N23°22'06"E 33.97' 11 N65°58'34"E 91.36' POC = POINT OF COMMENCEMENT TPOB = TRUE POINT OF BEGINNING ( ) = INDICATES RECORD DATA PER PM 13678, PMB 73/85-86 pl LANDS\ 55 G9G o F� � JOHN R. G °- DUQUETTE * No. 7566 IPA SHEET 1 OF 1 I N T E R N A T 1 0 N A L RESOLUTION NO.2023- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING CERTAIN REAL PROPERTY INTERESTS NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF IN CONNECTION WITH THE PUBLIC STREET, DRAINAGE, ACCESS AND RELATED IMPROVEMENTS FOR THE NICOLAS ROAD FROM BUTTERFIELD STAGE ROAD TO THE CALLE GIRASOL/NICOLAS ROAD CONNECTION (CERTAIN PROPERTY INTERESTS ON APN 957-090-019) AND MAKING FINDINGS THAT NO FURTHER ENVIRONMENTAL REVIEW IS REQUIRED PURSUANT TO SECTION 15162 OF THE CALIFORNIA ENVIRONMENTAL QUALITY ACT GUIDELINES AND SECTION 21166 OF THE PUBLIC RESOURCES CODE THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Findings. A. The City of Temecula ("City") is a municipal corporation, located in the County of Riverside, State of California. B. The City originally approved the Development Agreement between the City of Temecula and Ashby USA, LLC (also known as the Pre -annexation and Development Agreement) pursuant to Ordinance No. 02-14. The Development Agreement was recorded on January 9, 2003 as Document No. 2003-018567 in the Official Records of the County of Riverside. The Development Agreement was amended pursuant to: (1) the First Amendment to the Development Agreement Between the City of Temecula and Ashby USA, LLC, dated February 14, 2006 and recorded on March 7, 2006 in the Official Records of Riverside County as Document No. 2006-0162268; (2) the Second Amendment to the Development Agreement Between the City of Temecula and Ashby USA, LLC, dated April 23, 2013 and recorded on July 3, 2013 in the Official Records of Riverside County as Document No. 2013-0324057, and (3) the Third Amendment to the Development Agreement dated March 8, 2016, and recorded on April 20, 2016 in the Official Records of Riverside County as Document No. 2016-0156276. Developer Woodside 05S, LP, a California Limited Partnership and Wingsweep Corporation, a California corporation are the successors to certain of these approved applications for development and propose to construct the Sommers Bend Project ("Sommers Bend Project" or "Development Project"). C. To facilitate the orderly development of the Sommers Bend Project, the Third Amendment to the Development Agreement was approved subject to certain conditions set forth on Exhibit D (New Attachment 5-A to Development Agreement) to said Third Amendment. Specifically, Condition 3(A) to Exhibit D contains a specific condition of approval requiring Developer to construct certain public improvements in connection with Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Connection: Description of Public Improvement. Complete engineering design and construct full Nicolas Road improvements from Butterfield Stage Road to the Calle Girasol/Nicolas Road Connection. ... Owners of Phase II Property shall be required, on behalf of the City, to provide for all required engineering design, construction plans, CEQA analysis & processing, environmental mitigation measures, right-of-way acquisition, and to obtain all necessary Resource Agency and Riverside County Flood Control and Water Conservation District permits. Resource Agency permits for the offsite portion of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road Connection were not obtained with the Resource Agency permits for Roripaugh Ranch Phase II. Due to Resource Agency regulations, the offsite portion of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road Connection should be combined with the permits for the Santa Gertrudis Creek Channel improvements downstream of the existing culverts at Butterfield Stage Road and processed and obtained as a single package. D. The Project requires the acquisition of an approximate 16,956 square foot permanent maintenance and access easement, an approximate 648.59 square foot public utility easement in favor of Southern California Edison, and an approximate 29,630 square foot temporary construction easement with a term of twelve months on the real property located at 39280 Deputy Road, Temecula, and identified as Riverside County Tax Assessor's Parcel Number 957-090-019 described more particularly at Section 4 below. E. Pursuant to California Government Code Section 66462.5, when a condition of a subdivision map approval or a development agreement requires the installation or construction of improvements on offsite property not owned or controlled by a developer, and title cannot be obtained by negotiated purchase, a city is required to commence proceedings to acquire off -site property by eminent domain or such off -site improvement conditions will be waived. Pursuant to Government Code Section 66462.5(c), a city and a developer may enter into an agreement to allocate the costs and responsibilities for acquisition of such off -site property. The City and the developer of the Sommers Bend Project entered into that certain Agreement Pursuant to Government Code Section 66462.5 Between Woodside 055, LP and Wingsweep Corporation, on the one hand, and City of Temecula, on the other, for Acquisition of Certain Real Property Interests (Calle Girasol/Nicolas Road Connection) as of April 12, 2022 in connection with the subject offsite public improvements. Section 2. Adoption of Resolution of Necessity. The City Council of the City of Temecula adopts Resolution No. 2023- , A Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the Public Street, Drainage, Access and Related Improvements for the Nicolas Road from Butterfield Stage Road to the Calle N Girasol/Nicolas Road Connection (Certain Property Interests on APN 957-090-019) and Making Findings that No Further Environmental Review is Required Pursuant to Section 15162 of the California Environmental Quality Act Guidelines and Section 21166 of the Public Resources Code. A. The City hereby adopts the Resolution of Necessity authorizing the acquisition by eminent domain of the approximate 16,956 square foot permanent maintenance and access easement, an approximate 648.59 square foot public utility easement in favor of Southern California Edison, and an approximate 29,630 square foot temporary construction easement with a term of twelve months described more particularly in Section 3 below public use, namely for the construction of certain public off -site improvements, consisting of public street, drainage, access and related improvements, and all uses necessary or convenient thereto in connection with the proposed extension of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road pursuant to the authority conferred on the City of Temecula to acquire real property by eminent domain by Section 19 of Article 1 of the California Constitution, Government Code Sections 37350, 37350.5, 37351, 40404, and 66462.5, California Code of Civil Procedure Section 1230.010 et seq. (Eminent Domain Law), including but not limited to Sections 1240.010, 1240.020, 1240.110, 1240.120, 1240.510, 1240.610, 1240.650 and by other provisions of law. Code of Civil Procedure, Section 1240.010 provides that "[t]he power of eminent domain may be exercised to acquire property only for a public use. Where the Legislature provides by statute that a use, purpose, object, or function is one for which the power of eminent domain may be exercised, such action is deemed to be a declaration by the Legislature that such use, purpose, object, or function is a public use." Government Code Section 66462.5(c) authorizes the City and the developer of a project for which the construction of offsite improvements are required to enter into an agreement requiring the developer to complete the improvements pursuant to Government Code Section 66462 at such time as the City acquires an interest in the land that will permit such improvements to be constructed. Government Code Section 66462.5(a) provides that a city or county may "acquire by negotiation or commence eminent domain proceedings pursuant to Title 7 (commencing with Section 1230.010) of Part 3 of the Code of Civil Procedure to acquire an interest in the land which will permit the improvements to be made, including proceedings for immediate possession of the property under Article (commencing with Section 1255.410) of Chapter 6 of that title." Section 3. Subject Property Interests. The City hereby authorizes the acquisition by eminent domain of the following property interests (referred to below collectively as the "Subject Property Interests") on the real property located at 39280 Deputy Road, Temecula, and identified as Riverside County Tax Assessor's Parcel Number 957-090-019 for public use, namely for the construction of certain public improvements, consisting of public street, drainage, access, public utility and related improvements, and all uses necessary or convenient thereto in connection with the improvements for the Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road Connection: • An approximate 16,956 square foot permanent maintenance and access easement described more particularly on ATTACHMENT C and depicted on ATTACHMENT D attached hereto and incorporated herein by this reference. 3 • An approximate 648.59 square foot public utility easement in favor of Southern California Edison described more particularly on ATTACHMENT C-1 and depicted on ATTACHMENT D-1 attached hereto and incorporated herein by this reference. • An approximate 29,630 square foot temporary construction easement with a term of twelve months to facilitate the construction of the Project with a covenant that would authorize the construction of certain rip -rap and related improvements to protect the related street and drainage improvements from erosion and flooding and to construct an access driveway to the Nicolas Road improvements described more particularly on ATTACHMENT C-2 and depicted on ATTACHMENT D-2 attached hereto and incorporated herein by this reference. A rough depiction of the improvements that will be constructed within the Permanent Maintenance and Access Easement and the Temporary Construction Easement is attached as ATTACHMENT E hereto and incorporated herein by this reference. Section 4. Environmental Review. A. The environmental effects of the Project and the acquisition of the real property interests needed for the Project were studied and analyzed as an integral part of the Environmental Impact Report for the Roripaugh Ranch Specific Plan ("EIR") pursuant to the California Environmental Quality Act ("CEQA"), Public Resources Code Section 21000 et seq., and the CEQA Guidelines, 14 Cal. Code Regs. Section 15000 et seq. ("CEQA Guidelines"). On November 26, 2002, the City Council adopted Resolution 02-111, A Resolution of the City Council of Temecula, California, Certifying the Final Environmental Impact Report Prepared for the Roripaugh Ranch Specific Plan and Related Planning Applications Actions and Adopting the Environmental Findings Pursuant to the California Environmental Quality Act, and the State CEQA Guidelines, a Mitigation Monitoring and Reporting Program and a Statement of Overriding Considerations, in Connection therewith for the Roripaugh Ranch Specific Plan, Located near the Future Intersection of Butterfield Stage Road and Nicolas Road (Planning Application 94-0076). Said environmental documents are incorporated herein by this reference. Since the adoption of the EIR, five EIR Addendums have been prepared for the Development Project area. The most recent Addendum to the EIR was adopted on January 14, 2020. B. On January 10, 2023, City Staff reviewed the environmental documentation prepared in connection with the Development Project in connection with Staff s review of the proposed acquisition of the Subject Property Interests for the Project. City Staff reviewed the EIR, the First Addendum to the EIR adopted on April 23, 2013, the Second Addendum to the EIR adopted on March 22, 2016, the Third Addendum to the EIR adopted on January 23, 2018, the Fourth Addendum to the EIR adopted on November 6, 2019, the Fifth Addendum to the EIR adopted on January 14, 2020, and determined that the Project and acquisition of the Subject Property Interests needed for the Project are consistent with the EIR and Addenda to the EIRs. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City Staff concluded that no substantial changes have occurred in the 4 Development Project, no substantial changes have occurred in the circumstances under which the Development Project is undertaken, and the City has obtained no new information of substantial importance that would require further environmental analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition of the Subject Property Interests for the Project. The above documents are referred to below collectively as the "Environmental Documents". Section 5. The Project, as planned and designed, is in the public interest and necessity and is needed to construct the public street, drainage, access, public utility and related improvements in connection with the proposed extension of Nicolas Road from Butterfield Stage Road to the Calle Girasol/Nicolas Road. The Subject Property Interests are required to protect the street improvements that will be constructed within the existing right of way as part of the construction and extension of Nicolas Road from erosion. The Subject Property Interests are required for the construction of drainage purposes in connection with the Project, including construction of culverts, and related improvements, to protect the street improvements from flooding, and to provide access to the permanent maintenance and access easement. C. The Project, as planned and located, is consistent with the circulation and street system in the Roadway Plan depicted in the City of Temecula General Plan (Figure C-2). Construction of the drainage improvements and rip rap in the permanent access and maintenance easement portion of the Subject Property Interests is necessary to protect the street improvements from erosion and flooding. The drainage and rip -rap improvements will also help minimize flooding on the remainder portions of the Property. D. The Project is planned and located in the manner that is most compatible with the greatest public good and the least private injury. The Project, as planned and designed, seeks to minimize the impact on private parcels. The Subject Property Interests are located in the portions of the Property within the Long Valley Wash, a natural flood control channel that experiences flooding during rain events. The drainage and rip -rap improvements will help minimize flooding on the remainder portions of the Property. The construction of the Project will not result in the displacement of any persons because the residence located on the Property are not located in the area of the Subject Property Interests. Based on the timing of the Project, it is necessary that the City consider the acquisition by eminent domain of the Subject Property Interests to proceed with the construction of the public street, drainage, rip -rap, access, public utility and related improvements for the Project. E. The public use for which the City seeks to acquire the Subject Property Interests in connection with the Project, namely for public street, drainage, access, public utility and related improvements, and all uses necessary or convenient thereto in connection with the Project will not unreasonably interfere with or impair the continuance of the public use to which any easement holders may have appropriated the areas (Code of Civil Procedure Section 1240.510). Section 6. Offer Letter. Pursuant to Government Code Section 7260 et seq., the City of Temecula obtained a fair market value appraisal of the Subject Property Interests and the Property. The City set just compensation for the Subject Property Interests in accordance with the fair market values. The City retained Overland Pacific & Cutler ("OPC") as its acquisition consultant to assist the City with the City's good faith negotiations for the acquisition of the 5 Subject Property Interests. On October 4, 2022, the City extended a written offer pursuant to Government Code Section 7267.2 to the owners of record, Sohan Singh and Kuldip Kaur Singh. The offer letter contained an appraisal summary statement that described the zoning, highest and best use of the Property explained the appraiser's valuation methodology, and included the comparable sales data relied on by the appraiser. The offer letter offered to pay the reasonable costs, up to $5,000, of an independent appraisal pursuant to Code of Civil Procedure Section 1263.025. Further, the offer letter included an eminent domain pamphlet that explained the eminent domain process and the rights of the record owners. OPC contacted the record owners several times and OPC was informed by Mr. and Mrs. Singh's daughter, that the owners had determined to obtain their own independent appraisal. They also requested that the surveyor stake the areas of the Singh Property Interests. The owners canceled the staking scheduled in December 2022. The staking was tentatively rescheduled for the week of January 30, 2023. The Parties have not reached an agreement for the City's acquisition of the Subject Property Interests at this time. Section 7. Notice Pursuant to Code of Civil Procedure Section 1245.235. Pursuant to Code of Civil Procedure Section 1245.235, the City sent a letter and a notice by first-class mail dated January 24, 2023 to the owners of record, Sohan Singh and Kuldip Kaur Singh, the record owners of the Subject Property Interests. The letter and notice informed the record owners of the City's intent to consider at its February 14, 2023 meeting, the adoption of a Resolution of Necessity for the acquisition by eminent domain of the Subject Property Interests in connection with the Project. The noticed advised the record owners of their right to appear and be heard regarding the City's proposed adoption of the Resolution of Necessity by filing, within fifteen (15) days of the date the notice was mailed, a written request with the City to appear at the hearing. The notice specifically informed the record owners of the Subject Property Interests that the record owners have an opportunity to appear before the City Council and raise questions about whether the public interest and necessity require the Project; whether the Project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; and whether the Subject Property Interests the City seeks to acquire from the owners of record are necessary for the Project. On January 25, 2023, City Staff sent a courtesy copy of said notice by electronic mail to the record owners' daughter. Section 8. Based on the evidence presented at the hearing regarding the acquisition of the Subject Property Interests for the Project, including the Agenda Report, the documents referenced therein, and any oral or written testimony at the hearing, the City Council hereby finds and determines that: A. The public interest and necessity require the Project; B. The Project is planned and located in the manner that will be most compatible with the greatest public good and the least private injury; C. The Subject Property Interests, consisting of the approximate 16,956 square foot permanent maintenance and access easement described more particularly on ATTACHMENT C and depicted on ATTACHMENT D hereto, the approximate 648.59 square foot public utility easement in favor of Southern California Edison described more particularly on ATTACHMENT C-1 and depicted on ATTACHMENT D-1 hereto, and the approximate 29,630 r.� square foot temporary construction easement with a term of twelve months to facilitate the construction of the Project with a covenant that would authorize the construction of certain rip - rap and related improvements to protect the related street and drainage improvements from erosion and flooding and to construct an access driveway to the Nicolas Road improvements described more particularly on ATTACHMENT C-2 and depicted on ATTACHMENT D-2 hereto are necessary for the Project; and D. The City has made the offer required by Government Code Section 7267.2 to the owners of record of the Subject Property Interests the City seeks to acquire. Section 9. The findings and declarations contained in this Resolution are based upon the record before the City Council, including the Agenda Report, and all documents referenced therein, all of which are incorporated herein by this reference and testimony and/or comments submitted to the City by the record owner or the owner's representative(s). These documents include, but are not limited to the City of Temecula General Plan, the documents relating to the Sommers Bend Development, offer letter sent to the owner pursuant to Government Code Section 7267.2, notice pursuant to Code of Civil Procedure Section 1245.235, and Environmental Documents relating to the Development Project. Section 10. Authorization to File Eminent Domain Proceeding. The City Attorney's Office is authorized to take all steps necessary to commence and prosecute legal proceedings in a court of competent jurisdiction to acquire the Subject Property Interests, consisting of the approximate 16,956 square foot permanent maintenance and access easement described more particularly on ATTACHMENT C and depicted on ATTACHMENT D hereto, the approximate 648.59 square foot public utility easement in favor of Southern California Edison described more particularly on ATTACHMENT C-1 and depicted on ATTACHMENT D-1 hereto, and the approximate 29,630 square foot temporary construction easement with a term of twelve months to facilitate the construction of the Project with a covenant that would authorize the construction of certain rip -rap and related improvements to protect the related street and drainage improvements from erosion and flooding and to construct an access driveway to the Nicolas Road improvements described more particularly on ATTACHMENT C-2 and depicted on ATTACHMENT D-2 hereto. Section 11. City Manager Authority. The City Manager is authorized to execute all necessary documents in connection with the eminent domain proceeding. Section 12. Certification. The City Clerk shall certify the adoption of this Resolution. 7 PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of February, 2023. Zak Schwank, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 2023- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of February, 2023, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk ATTACHMENT C Legal Description of Permanent Maintenance and Access Easement EXHIBIT A LEGAL DESCRIPTION OF PERMANENT MAINTENANCE AND ACCESS EASEMENT APN: 957-090-019 SINGH PROPERTY That portion of Parcel 39, in the City of Temecula, County of Riverside, State of California, as shown on the Map recorded in Book 1, Pages 44 through 46, inclusive, of Parcel Maps, in the Office of the County Recorder of said Riverside County, and as described in the grant deed recorded February 10, 2014 as Instrument No. 2014-0055102 of Official Records in the office of said Riverside County Recorder, described as follows: COMMENCING at the southeasterly comer of Parcel 39, of said Parcel Map, said point being on the centerline of Nicolas Road; Thence leaving said southeasterly corner along the easterly line of said Parcel 39 North 07035'19" West 57.33 feet to a point on the northerly right-of-way line of Nicolas Road (110.00 feet in width) as shown on said Parcel Map; Thence along said northerly right-of-way line South 66000'22" West 108.51 feet to the TRUE POINT OF BEGINNING; Thence continuing along said northerly right-of-way line South 66000'22" West 150.33 feet; Thence leaving said northerly right-of-way line North 69024'35" West 53.76 feet to the westerly line of the land described in said grant deed; Thence along said westerly line North 07035'19" West 73.74 feet; Thence leaving said westerly line South 69°24'30" East 26.90 feet; Thence North 20035'30" East 85.93 feet; Thence South 56019'20" East 116.19 feet; Thence South 50026'33" East 58.76 feet to the TRUE POINT OF BEGINNING. Containing 0.39 Acres, or 16,956 Square Feet, more or less This description was prepared rpNL LANosG by me or under my direction. F� Ix JOHN R. * DUQUETTE N No.7566 Date: 4 i + Z- n R. Duquette, PLS 7566 �OFCAUF�P/ Michael Baker International June 10, 2021 40810 County Center Drive, Suite 200 JN 175051 Temecula, CA 92591 Page 1 of 1 ATTACHMENT D Depiction of Permanent Maintenance and Access Easement EXHIBIT B PERMANENT MAINTENANCE EASEMENT APN: 957-090-019 SINGH PROPERTY hrn >>69 2 O O 3 4 W'LY LINE PER 33 Z E DEED REC . 5 �(3' 2 2/10/2014 AS N66 INST. NO. 2014-0055102 O.R. OOPS �c�1 6 i 0 <N66 0 POC = POINT OF COMMENCEMENT TPOB = TRUE POINT OF BEGINNING ( ) = INDICATES RECORD DATA PER PMB 1/44-46 DATA TABLE �0 BEARING/DELTA LENGTH 1 N07°35'19"W 57.33' 2 N50°26'33"W 58.76' 3 N69°24'30"W 26.90' 4 N07'35'19"W 73.74' 5 N69°24'35"W 53.76' /�P� LAND S( hC� CDJQHN R cc pUQUETTE a I N� 75s6 s 60 30 0 60 SCALE: 1"=60' SHEET 1 OF 1 INTERNATIONAL ATTACHMENT C-1 Legal Description of Public Utility Easement EXHIBIT E SOUTHERN CALIFORNIA EDISON COMPANY EASEMENT APN: 957-090-019 RECOEDINQ REQUESTED BY SOUTHFRV CALIFORNIA EDISON WHEN RECORDED MAIL TO SOUTHERN CALIFORNIA EDISON COMPANY 2 INNOVATION WAY, 2nd FLOOR POMONA, CA 917613 Attu_ Titlr<und R-cat P.SN14 ScrviceS SCE Doc- Na- GRANTOF EASEMENT SINGH PROPERTY SPACE ABOVE THIS LINE FOR RECORDER'S USE ❑(DCUMENTARYTRANSFER TAX 5NONE VALUE AND CONSIDERATION LESS THAN $100,00) wildomar TD 165136- SCE C�mFnry 4YM - - E2a.arueO�iOnAC&NiU=ItmIMNCCsax Hall we Am -090-01g VEGErAT & LAWEi SLS1BT 14f1412021 MANAGEMENT SOHAN SINGII and KULDiP SINGH, husband and wife as joint tenants, (hereinafter refuted to as "Grar"i" ), hereby grants to SOUTHERN CALIFORNIA EDISON COMPANY, a corporation, its successors and assigua (hereinafter refomod to as "Grarvee"}, an easement and right of way to construct, use, maintain, operate, alter, add to, repair, replace, TeeonstTuct, Inspect and romve at any time and from time 10 limo Dvcrhead eloctrical supply systeins and s-xrmmunleation systems (11ere1nafl:er referred to as "systamx" ), consisting of polas, guy wires and anchors, crassarms, wlrv-q and oiber appurtenant fixtures andlor equipment ncccsrtary or usiel'01, for distributing elecldeal em rgy and for transmitting intelligmec, data anNor rnmmunicatioits (eg. through fiber optic cable), in. on, over, ulong and across that certain road properly in the County of RivcTsidv. State of California, described as follows: VARIOUS 4TRIPS OF LAND LYING WITE11N TIIAT PORTION OF PARC EL 39 OF PARCEL MAP, A PER MAP F1I.rI} IN I300K 1, PAGES 44 THROUGH 46 OF PARCEL MAPS, SAID PORTION IS MOR]? PARTICU1,ARI.Y DESCRIBED IN TIFE DEED TO THE GRANTOR IIEREIN, RECORDED OIL JANUARY 23.2020 AS DOCUMENT NO. 2020-0034390, OF OFFICIAL RECORDS, BOTH IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, HEREINAFTER REFERRED TO AS "LAND", DESCRIBED AS FOLLOWS: STRIP # I A PORTION OF SAID "LAND", INCLUDED WITHIN A STRIP OF LAND, 10.00 FEET WIDE, THE CEN'TE.RLINE OF WHICH IS DESCRIBED AS FOLLOWS. - COMMENCING AT THE SOUTHWEST CORNER UN SAID PARCEL 39, THENCE ALONG THE VUESTF.RLY LINE OF SAID PARCEL 39, NORTII OS°09'16" WEST 27.22 FEET TO TIIF TRUE POINT OF BFG WINING, TIIE:NC1? LEAVING THE WESTERLY LINE: OF SAID PARCEL39, NORTH 91°50'44" EAST 5.00 FEET; TT11?NCI? NORTII 72016'42" EAST 275.51 FEET TO A POINT IIEREiNAFTE.R REFERRED TO AS POINT "A"; TI IE NCEv NORTH 66032'46' EAST 207.93 FEET TO A POINT HEREINAFTE.R REFERRED TO AS POINT "B'; THENCE CONTINUING NORTH 66°32'46" EAST 5-00 FEET TO A POINT OF ENDING, TPE 51DELINES OF SAID STRIP ARE TO BE. PROLONGED OR 5IIORTENED TO J€JIN AT THE ANGLE POINTS, EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN THE SOUTHERLY 55.00 FEET OF SAID "LAND". SHEET 1 OF 4 EXHIBIT E SOUTHERN CALIFORNIA EDISON COMPANY EASEMENT APN: 957-090-019 SINGH PROPERTY STRIP # 2 (4-00 FEET WIDE) THE CENTERLINE OF SAID STRIP IS DESCRIBED AS FOLLOWS: SEGIINNING AT SAID POINT "A"; THENCE NCIRTH 13-00 )SET TO A POINT OFF EN DING. EXCEPTING TIIFREFRDM T'EIAT PORTION TN€;LIJ]]F•.D WITIUN STRIP#1 DFSCRIBED ITiREINABOVE. ALSO, EXCEPTING THEREFROM TIIAT PORTION INCLUDED WITHIN THE. SOUTHERLY 55.00 FEET OF SAID "LAND". STRIP #3 (4-00 FEET WIDE) THE CENTERLINE OF SAID STRIP IS DESCRIBED AS FOLLOWS; BEGINNING* AT SAID ?DINT "B' ; THENCE NOR1'll. 15°21'23" WI1 S'1' 15,00 FEET TO A POIN T OF ENDING. E CEPTING TIIERE,FREM TIIAT PORT1014INCLUDED WIT111N STRIP#] DESCRIBED fIERHINABOVE. ALSO, EXCFPTING T14FRFFROM THAT PORTION INCLUI)FD WITHIN T.HF SOUTHE'''RI,Y 55,00 FFT?T OF SAID"LAND". It is underslood and agrccd [hat the above description is approximat-c only, it being the inicnlion of the C7ran[or(s) to gTanl an casement for said systerns as constructed. The centerline of the casement shall be coincidental with the cemulinc of said systems as constructed in, on, over, under, across, and along the Grantors) property. This Isgal dsscriptinn wELR Prersrcd by �pwmm Land tiCMCes puesuM to Sec- tt73O(c) of the DUSinM & ptQf0951utts 4iC- Grantor further grant& bargains, sells and convcvs unto the Grant= the righl of assignment, in whole or in part, 10 others, without hmitadon. and the righl to apportion or divide in whatever manner Grunicc deems dcsirablr, uny one or more, or all. of the casements and rights, including but not limited to all Tights of access and ingress and cgress granted to the Grantce by this Grant of E ascmcnt_ Grantor hereby also grants to Grantee, its su-ccossors and assigns, and its and their conlractors, aigcnts and cniployces, the right of free accepts to said system% and every part thereof, at all time, for the purpose of exercising, the rights herein gr anted, and the right 10 clear and to keep clear the above described real property, free frown explosives, buildings, equipinerit, brush, -wmbuslible rnut4Tifll and any and all offivt obstmk:60ns of ally kind. 4ind the Light to trim or remove ut,y lr" orshrub which, in the opinion of Grantce. may endanger said systorns, or any part tlxrcof, or interfere with the cxcrcisc of the rights hcrcin granted. SHEET 2 OF 4 EXHIBIT E SOUTHERN CALIFORNIA EDISON COMPANY EASEMENT APN: 957-090-019 SINGH PROPERTY EXECUTED this dray of __, ' I I_ CRANTOR SOAAN 91WA3 and ICULDIP 5INC311, husband and wife as joins tenants SOhan Singh Ku"p Sind A Nolory Publk or other otlicer omnpleting this cwNfirmi; verifies ooFj the ukrtity of the mdividtad who signed the documoot to which this orrtifrcme i€attnehecl, and notihe truthFulrless,accuracy, or valklity ofthat document. Srale of Califbinia } County oP ] on _ before mc, , a Notary Public, perswally appeared who prc-W to me on the basis of s9isfactory evidence to be the persc*sj whose nem0s) Ware subscribed to the within instniment and acknow dged to me Thal hslshelhcy executed the were in hisaharAeir authorized capaacity(ies). and that by his+hEFfAhcir sipvuretO on the inetniumi t the persons} or the emity urAm behalf ref which dsc jocrwit -s) acted, OxwwcA the in nimeel. i certify nndar PENALTY -OF PERJURY kinder the laws echo State afOibkrnia that the timcgoin@ pmrogiaph is true and carrcc#. WITNESS my hand and official sal. Signature (Seal) A Noaary Public ar oihe7 4 icer cs7mspletiej� This cenifcate Vera rlec only the Mentily Of the individual who sighed the dpr<umelst tb which Ibis "I'llfKata is M911ed, and npI the IRIMUIndra, aINurKY, Or Validity of bat dtxurrlent. Stair of Cnli 1. msis } Couuty of j On bafore Inc, _ a Nwary Public, personally appeared WILL proaed 18 me on the ham$ of salisfactory eridenoe to be the persun(s) whose nauro[a} is'ore subscribed Io the Within inMirri nl and acknowledged to me that hc'shvlhcy cxcculed the soma• in hirAhe-riiheir authorized capaciViesj_ and that by hiss MN111eir signaiurefsj on the instnimem the persons}_ or the entity span bchalfaf which thcper"s) aeu:d, cxeaWcd the iastrummi. I Leerily under PENALTY OF PEKJVK a under tlyd laws Of the State afCalifOrllia drat die &)reguiug pnr-dWph is Irpe! and 6MTeet. WITNESS my hand and official seal. SiCUMIC lSaall 3 I]S12-002Uf,=... k SHEET 3 OF 4 ATTACHMENT D-1 Depiction of Public Utility Easement EXHIBIT E SOUTHERN CALIFORNIA EDISON COMPANY EASEMENT APN| 957-090-019 SINGH PROPERTY � __- m 0 \A% Mon- -me.- ' _J � - : \ � � \� � \ \ \\ / 37._-\\ w � � k41,R/n \m \ � �/�� &o� / �W CA\ \ ? n � \ rTl \ \ &�\ #7rri ]w � qo� \ • \ SHEET 4 OF 4 ATTACHMENT C-2 Legal Description of Temporary Construction Easement EXHIBIT A LEGAL DESCRIPTION OF TEMPORARY CONSTRUCTION EASEMENT APN: 957-090-019 SINGH PROPERTY That portion of Parcel 39, in the City of Temecula, County of Riverside, State of California, as shown on the Map recorded in Book 1, Pages 44 through 46, inclusive, of Parcel Maps, in the Office of the County Recorder of said Riverside County, and as described in the grant deed recorded February 10, 2014 as Instrument No. 2014-0055102 of Official Records in the office of said Riverside County Recorder described as follows: COMMENCING at the southeasterly comer of Parcel 39, of said Parcel Map, said point being on the centerline of Nicolas Road; Thence leaving said southeasterly corner along the easterly line of said Parcel 39 North 07035'19" West 57.33 feet to a point on the northerly right-of-way line of Nicolas Road (110.00 feet in width) as shown on said Parcel Map to the TRUE POINT OF BEGINNING; Thence continuing on said easterly line North 07035'19" West 10.41 feet; Thence leaving said easterly line South 66003'15" West 60.64 feet; Thence North 41 °16'26" West 51.00 feet; Thence North 10051'29" East 36.47 feet; Thence North 79008'31" West49.14 feet; Thence South 10051'29" West 62.94 feet; Thence South 66003'15" West 11.75 feet; Thence North 56016'23" West 123.84 feet; Thence North 69045'31" West 56.47 feet to the westerly line of the land described in said grant deed; Thence along said westerly line South 07'35'19" East 218.07 feet to the northerly line of said Nicolas Road; Thence leaving said westerly line along said northerly line of Nicolas Road North 66000'22" East 308.23 feet to the TRUE POINT OF BEGINNING. Containing 0.68 Acres, or 29,630 Square Feet, more or less This description was prepared by me or under my direction. Date: Jo - Duquette LS 7566 Michael Baker International 40810 County Center Drive, Suite 200 Temecula, CA 92591 K LAND So jo"N11ua rTE * No.7566 T \F OF June 10, 2021 JN 175051 Page 1 of 1 ATTACHMENT D-2 Depiction of Temporary Construction Easement EXHIBIT TEMPORARY CONSTRRUCTIONBEASEMENT APN: 957-090-019 SINGH PROPERTY I �656 �937 W OI O Go N c W'LY LINE PER DEED REC. 2/10/2014 AS INST. NO. 2014-0055102 O.R. NSb+o 9 P vJEN- PM8 �6 1I W 0) 6 ,N �rn s \Q Y � m POC ROPo NZ�22 � '0 1N66 O POC = POINT OF COMMENCEMENT TPOB = TRUE POINT OF BEGINNING ( ) = INDICATES RECORD DATA PER PMB 1/44-46 DATA TABLE �0 BEARING/DELTA LENGTH 1 N07035'19"W 57.33' 2 N07051'10"W 10.41' 3 N66°03'15"E 60.64' 4 N41°16'26"W 51.00' 5 N10'51'29"E 36.47' 6 N79008'3 W 49.14' , W 60 30 0 60 U i SCALE: 1 "=60' SHEET 1 OF 1 INTERNATIONAL ATTACHMENT E Rough Depiction of Improvements in Permanent Maintenance and Access Easement and Temporary Construction Easement Areas EXHIBIT C TO EXHIBIT B DESCRIPTION OF PERMANENT IMPROVEMENTS TO BE CONSTRUCTED WITHIN TEMPORARY CONSTRUCTION EASEMENT PORTION OF GRANTOR'S PROPERTY APN: 957-090-019 SINGH PROPERTY i 60 30 0 60 SCALE: 1"-60' LEGEND: TEMPORARY CONSTRUCTION EASEMENT AND COVENANT FOR CONSTRUCTION OF PERMANENT IMPROVEMENTS 207L ��� R I P RAP SLOPE EROSION PROTECTION PERMANENT MAINTENANCE AND ACCESS EASEMENT RESIDENTIAL DRIVEWAY ]SCE EASEMENT 0 INTERNATIONAL Item No. 17 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Randi Johl, Director of Legislative Affairs/City Clerk DATE: February 14, 2023 SUBJECT: Consider Term Limits for City Council Members (At the Request of Council Member Kalfus) PREPARED BY: Randi Johl, Director of Legislative Affairs/City Clerk RECOMMENDATION: That the City Council consider term limits for City Council Members and provide general direction regarding the same. BACKGROUND: At the January 24, 2023 meeting, the City Council unanimously approved the placement of the subject of term limits on a future agenda at the request of Council Member Kalfus. California Government Code Government Code Section 36502 (b) specifically states that "Notwithstanding any other provision of law, the city council of a general law or charter city may adopt, or the residents of the city may propose, by initiative, a proposal to limit or repeal a limit on the number of terms a member of the city council may serve on the city council, or the number of terms an elected mayor may serve. Any proposal to limit the number of terms a member of the city council may serve on the city council, or the number of terms an elected mayor may serve, shall apply prospectively only and shall not become operative unless it is submitted to the electors of the city at a regularly scheduled election and a majority of the votes cast on the question favor the adoption of the proposal. " State Term Limits In 1990, voters in California imposed term limits on the state legislature. Senators could not serve more than two four-year terms (total of eight years) and assembly members could not serve more than three two-year terms (total of six years). In 2012, voters modified these limits to allow legislators to serve a total of 12 years in either chamber. Other State offices are limited to two four-year terms (i.e., Governor, Lieutenant Governor, Secretary of State, Attorney General). https://ballot2edia.org/Califomia State_ Legislature County Term Limits With respect to term limits for board of supervisors in California, 7 of the 58 counties (12%) limit the terms of county supervisors. In Los Angeles, Santa Clara, and San Mateo counties, supervisors are limited to three four-year terms. In El Dorado, Orange, San Francisco, and San Joaquin counties, supervisors are limited to two four-year terms. https://ballotpedia.or_ Term_limits_in California City Term Limits Aggregated data on term limits for cities in the State of California and/or County of Riverside is not readily available. As such, staff aggregated current data on Riverside County cities from scratch polling the cities via email and/or telephone to verify the information. The information was also cross-checked with each cities' municipal code to ensure accuracy. It is important to note that the information included references only those cities that have term limits for their City Council members collectively (i.e., does not include cities with term limits for boards and commissions and/or for directly elected mayor only). The preliminary information regarding term limits for council members for Riverside County cities is as follows: CITY: TERM LIMITS? DETAILS: MUNICIPAL CODE SECTION: Banning N Beaumont N Blythe N Calimesa N Canyon Lake N Cathedral City N Coachella N Corona Y 3 Term Limit (Lifetime) 2.08.180 Desert Hot Springs N Eastvale N Hemet Y 3 Term Limit (Lifetime) Article II, Sec 2-37 Indian Wells Y 2 Term Limit Lifetime 2.08.045 Indio N Jurupa Valley N Lake Elsinore N La Quinta N Menifee Y 2 Successive Term Limit (2 Year Break) 2.04.080 Moreno Valley Y 3 Successive Term Limit (2 Year Break) 2.04.025 Murrieta Y 2 Consecutive Term Limit (4 Year Break) 1.20.020 Norco N Palm Desert N Palm Springs N Perris Y 3 Term Limit (Lifetime) 2.05.010 Rancho Mirage N Riverside N San Jacinto N Temecula N Wildomar N ADDITIONAL DETAILS Corona: "Pursuant to Government Code § 36502(b), term limits are imposed upon persons serving on the City Council as follows: (A) As further provided in section (B) below, no person shall be eligible for nomination and/or election to more than three (3) terms of office as a City Council Member, whether by election or appointment and whether served consecutively or not. (B) As used herein, a term of office shall include any term as City Council Member which commences on or after November 3, 2020, whether by election or appointment, and which lasts for two (2) years and one (1) day or more. Notwithstanding the foregoing, any person who resigns their office as a City Council Member shall be deemed to have served a full term of office regardless of when during their term of office their resignation becomes effective." Hemet: "During their lifetime no person shall serve, whether by means of election or appointment, more than three terms of office as a city councilmember, as the treasurer, or as any other elected city official. This term limit shall be applied separately to each different type of elected office held." Indian Wells: "No person shall be eligible for nomination and/or election to the office of Member of the City Council for more than two (2) four (4) year terms during his or her lifetime, including, without limitation, terms to which the person was nominated and appointed to office by the City Council in lieu of a General Municipal Election pursuant to California Elections Code Section 10229." Menifee: "Any person who has served two successive terms or eight consecutive years as a councilmember shall be ineligible to serve again in that office until an intervening period of two years has elapsed." Moreno Valley: "Any person who shall have served three successive terms as a member of the city council shall be ineligible to serve again in the office until an intervening period of two years has elapsed." Murrieta: "In order to broaden the opportunities for public service and to assure that elected officials of government are responsive to the citizens of the government, no elected official of the City of Murrieta or any other political subdivision of the City of Murrieta shall serve more than two (2) consecutive terms in office." Perris: "No person shall be elected or appointed to more than three terms as an elected official in the City of Perris. For the purposes of calculating the number of terms in the limitation on terms of office, the terms served by a person elected or appointed to one elected office in the City of Perris shall not be aggregated with terms served by that person in another elected office in the City of Perris. For example, a single person may serve three terms as mayor, three terms as a city council member, and three terms as city clerk." SUMMARY As of January 31, 2023, 7 out of 28 cities (25%) in Riverside County have adopted some form of term limits for City Council members collectively. The method by which the term limits came to be in each city varies and could include measures initiated by both residents and council members. Should the City Council wish to pursue term limits, the questions to be considered are as follows: (1) Does the City Council wish to place term limits for elected officials on the local ballot? (2) If yes, what number of terms would be the limit? Would the limit be lifetime? Depending upon the direction of the City Council, staff will either return with a proposed ordinance for placement on the ballot, table the matter until such time that a future City Council wishes to discuss the item further, or follow other direction provided by the Council as needed. FISCAL IMPACT: None ATTACHMENTS: None Item No. 18 CITY OF TEMECULA AGENDA REPORT TO: City Council FROM: Aaron Adams, City Manager DATE: February 14, 2023 SUBJECT: City Council Travel/Conference Report PREPARED BY: Luisa Tovar, Executive Assistant RECOMMENDATION: Receive and File. On January 18, 19, 20, 2023, Council Member Curtis Brown traveled to Sacramento, CA to attend the League of California Cities "New Mayors and Council Members Academy". ATTACHMENT: Itinerary LEAGUE OF CALIFORNIA CITIES Jan. 18-20, 2023 Sacramento, CA New Mayors and �unciLlVlembers 01W-A 01:11TIV, Find session materials online at Network: Hyatt -Meeting Passcode: mayors WEDNESDAY, JAN. 18 8:00a.m.-5:00p.m. I Registration Open Regency Foyer South 9:00-11:00a.m. Harassment Prevention Training for Supervisors and Officials (AB 1661) Check -in begins at Regency DEF 8:30 a.m. Sign -in will begin 30 minutes prior to the session and you must be present for the full two hours to receive the certification of attendance. Entry will be prohibited once the session begins. This informational and interactive workplace harassment prevention training will focus on current and emerging issues, and teach officials and supervisors how to identify, prevent, and properly respond to workplace harassment, discrimination, retaliation, and abusive conduct in order to avoid personal and agency liability in compliance with AB 1825, AB 2053, AB 1661 and SB 396. The Institute for Local Government is a State Bar of California minimum continuing legal education (MCLE) approved provider and certifies this activity meets the standards for MCLE credit by the State Bar of California in the total amount of 2 hours (general credits). Provider # 13881 Speaker. Jenica Maldonado, Partner, Renne Public Law Group 11:30a.m.-12:30p.m. Your Cal Cities and How To Use It Regency DEF As a city official, you are the League of California Cities. Meet the Cal Cities leadership team and learn about the organization's mission and structure, the advocacy and educational tools Cal Cities provides, and how you can get the most out of your membership. Opening Remarks: Susannah Meyer, President, Mayors and Council Members Department and Vice Mayor, Brentwood Moderator. Jennifer Whiting, Director, Education and Member Services, League of California Cities Speakers: Carolyn Coleman, Executive Director and CEO, League of California Cities Ali Sajjad Taj, President, League of California Cities and Council Member, Artesia 12:30-1:30 p.m. Networking Luncheon with your Divisions Regency ABC Take this opportunity to sit with members of your regional division and meet your Cal Cities Regional Public Affairs Manager. 1:45-3:15 p.m. Developing an Effective City Council and City Manager Team: The Key to Good Governance and City Success Regency DEF Successful communities require highly effective governance and management, key to which is a positive city council/city manager working relationship guided by good, open communication. This session will help you to better appreciate the roles that the city council governing body, individual council members, and the city manager fulfill in a successful working relationship based on effective communication and sound governance practices. Moderator. Pat Martel, West Coast Regional Director, ICMA Speakers: Karen Pinkos, City Manager, El Cerrito Gabriel Quinto, Council Member, El Cerrito League of California Cities 2023 New Mayors and Council Members Academy 3:30-5:00 p.m 5:30-6:30 p.m WEDNESDAY, JAN. 18 Your Legal Powers and Obligations; Open Government and Conflicts of Interest Regency DEF You were elected to make things happen in your city. Learn the breadth and limitations of your powers as a city official. Then, acquire a basic understanding of the legal authorities and restrictions under which cities and city officials operate, with a focus on open government laws, such as the Brown Act and the Public Records Act, and laws pertaining to conflicts of interest. Moderator and Speaker: Corrie Manning, General Counsel, League of California Cities Speaker. Thomas Brown, Of Counsel, Burke, Williams & Sorensen, LLP Legislative Reception P/anned with LEaGUE uTwER MIX Downtown, 1525 L Street Take this opportunity to network with your peers after a full day of educational sessions. Assembly Members and Senators from throughout the state are invited to attend. Maps to the MIX Downtown are available at registration. League of California Cities Executive Committee President, Ali Sajjad Taj Council Member, Artesia First Vice President, Daniel Parra Mayor, Fowler Second Vice President, Lisa Middleton Mayor, Palm Springs Immediate Past President, Cindy Silva Mayor, Walnut Creek Executive Director and CEO, Carolyn Coleman League of California Cities 2022 - 2023 Mayors and Council Members Department Officers President, Susannah Meyer Vice Mayor, Brentwood First Vice President, Melissa Hunt Council Member, Anderson Department Director, Lori Ogorchock Council Member, Antioch Immediate Past President, John Minto Mayor, Santee League of California Cities 2 2023 New Mayors and Council Members Academy THURSDAY, JAN. 19 7:00 a.m. 4:00 p.m. I Registration Open Regency Foyer South 7:30-9:00 a.m. Networking Breakfast Regency ABC 7:45-9:45a.m. Understanding Public Service Ethics Laws and Principles (AB 1234) Check -in begins at Regency DEF T15a.m. Sign -in will begin 30 minutes prior to the session and you must be present for the full two hours to receive the certification of attendance. Entry will be prohibited once the session begins. State law requires elected and appointed officials to receive two hours of training in specified ethics laws and principles every two years. Newly elected and appointed officials must receive this training within one year of becoming a public servant. Join a panel of experts as they help navigate the ethics laws and principles. The Institute for Local Government is a State Bar of California minimum continuing legal education (MCLE) approved provider and certifies this activity meets the standards for MCLE credit by the State Bar of California in the total amount of 2 hours (general credits). Provider # 13881 Speaker. Andrew Shen, Senior Counsel, Renne Public Law Group 10:00-11:00a.m. Policy Role in Land Use Planning Regency DEF Land use planning is one of the most important parts of a city official's responsibilities due to the long-term impacts it can have on a community's environment, economic vitality, and the physical health of its residents. Learn about tools and processes in land use planning, such as the general plan, zoning, and the California Environmental Quality Act, as well as the role of regional agencies and the state. This knowledge will help you foster a solid working relationship with your city's planning commission and planning staff. Moderator. Susannah Meyer, President, Mayors and Council Members Department and Vice Mayor, Brentwood Speakers: Eric Nelson, Planning Commissioner, Dana Point Mark Teague, Managing Principal, Place Works 11:15a.m.-12:30p.m. Effective Advocacy and Key City Issues Regency DEF Meet the League of California Cities' legislative team and learn about the 2023 Cal Cities Action Agenda, legislative calendar, and trending issues in the Legislature. The Cal Cities team will also share ideas for establishing practical skills to develop persuasive arguments and testimony that will serve your city's interests. Moderator. Melanie Perron, Deputy Executive Director, Advocacy and Public Affairs, League of California Cities Speakers: Bismarck Obando, Director of Public Affairs, League of California Cities Jason Rhine, Assistant Director, Legislative Affairs, League of California Cities Elisa Arcidiacono, Legislative Representative, League of California Cities Caroline Cirrincione, Legislative Representative, League of California Cities Damon Conklin, Legislative Representative, League of California Cities Johnnie Pina, Legislative Representative, League of California Cities Nicholas Roma, Legislative Representative, League of California Cities Jessica Sankus, Senior Policy and Legislative Analyst, League of California Cities 12:30-1:30 p.m. Networking Lunch Regency ABC League of California Cities 3 2023 New Mayors and Council Members Academy 1:45-3:15 p.m 3:30-5:00 p.m THURSDAY, JAN. 19 An Irregular Meeting of the City Council of Dysfunction Junction: The Do's and Don'ts of Conducting a Public Meeting Regency DEF Enjoy a popular depiction of a city council meeting gone awry and learn from its mistakes. Facilitators: Christi Hogin, Of Counsel, Best Best & Krieger, LLP Michael Jenkins, Of Counsel, Best Best & Krieger, LLP Social Media/Digital Communications and Civic Engagement Regency DEF With constant advancements in social media over the last several years, it can be hard to keep up with the "do's and don'ts" of every platform. Moreover, as misinformation increases, elected officials need to be quick on their feet and have the necessary skills to proactively manage public perceptions about local governmental affairs. Discover what cities should be doing to communicate with their constituents in the 21 st century, and the rules that elected officials must follow. Moderator: Melissa Hunt, First Vice President, Mayors and Council Members Department and Council Member, Anderson Speakers: Brandon Castillo, Partner, Bicker, Castillo & Fairbanks N. Richard Shreiba, Attorney, Burke, Williams & Sorensen, LLP Please take a moment to share your thoughts on the academy by scanning this QR code. League of California Cities 4 2023 New Mayors and Council Members Academy FRIDAY, JAN. 20 7:30-11:00a.m. I Registration Open Regency Foyer South 7:30-8:30a.m. Networking Breakfast Regency ABC 8:30-11:45 a.m. Financial Responsibilities, City Revenues Workshop (Break 10:00-10:,5a.m.) Regency DEF Learn about your responsibilities as an elected official when exercising fiduciary accountability and transparency in open government. In this enlightening conversation, discuss the local government financial cycle, elected official financial oversight duties, and state and local funding relationships, and the four stages of fiscal meltdown. Plus, learn how to be a better leader by discovering how to avoid micromanagement and manage complacency. The importance of structurally balanced budget tips for setting city council goals and the need for financial policies will be stressed during this session. Speakers: Michael Coleman, Fiscal Policy Advisor, CaliforniaCityFinance.com Christina Turner, City Manager, Morgan Hill 11:45 a.m.-noon Closing Remarks Regency DEF Speaker. Melissa Hunt, First Vice President, Mayors and Council Members Department and Council Member, Anderson Save The Dates: 2023 CITY LEADERS SUMMIT APRIL 12-14 1 SAFE CREDIT UNION CONVENTION CENTER, SACRAMENTO 2023 ANNUAL CONFERENCE AND EXPO SEPT. 20-22 1 SAFE CREDIT UNION CONVENTION CENTER, SACRAMENTO 2024 NEW MAYORS AND COUNCIL MEMBERS ACADEMY JAN. 24-26 1 MONTEREY MARRIOTT League of California Cities 5 2023 New Mayors and Council Members Academy First Floor FLOOR PLAN REGENCY DEF Education Sessions N O V) LU O U— z LU CD LU Hotel Lobby League of California Cities 6 2023 New Mayors and Council Members Academy LEAGUE OF CALIFORNIA CITIES 1400 K Street, Suite 400, Sacramento, CA 95814 www.calcities.org REQUEST TO SPEAK FORMS, ELECTRONIC COMMENTS AND DOCUMENTS SUBMITTED FOR THE RECORD REQUEST TO SPEAK CITY OF TEMECULA 0989�1� _ Date: C i f Public Comment: Non -Agenda Item: ,N Agenda Item: ❑ Future Agenda Item: ❑ Item Description or Item No. Request to Speak forms for Public Comments or items listed on the Consent Calendar may be submitted to the City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form may be submitted to the City Clerk prior to the City Council addressing that item. Once the speaker is called to speak, please come forward to the podium and state your name for the record. j ► L Name: lvIGrSV�G 1�rn� f'iUn Phone Number: "! Address: /,�, T 2 0 If you are represe/,n_ting an organization or If —group, please give the name: Please note that all information presented at a City Council meeting becomes public record. All information provided is optional. Public Comment: Non -Agenda Item: Item Description or Item No. REQUEST TO SPEAK CITY OF TEMECULA Date: Agenda Item: El Future Agenda Item: El t Request to Speak forms for Public Comments or items listed on the Consent Calendar may be submitted to the City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form may be submitted to the City Clerk prior to the City Council addressing that item. Once the speaker is called to speak, please come forward to the podium and state your name for the record. , Name: __ > 1K!" GPI Phone Number: Address Email address: If you are representing an organization or group, please give the name: Please note that all information presented at a City Council meeting becomes public record. All information provided is optional. Public Comment: Non -Agenda Item:/ J Item Description or Item No. REQUEST TO SPEAK CITY OF TEMECULA Date: Agenda Item: ❑ Future Agenda Item: ❑ WA Request to Speak forms for Public Comments or items listed on the Consent Calendar may be submitted to the City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form may be submitted to the City Clerk prior to the City Council addressing that item. Once the speaker is called to speak, please come forward to the podium and state your name for the reco . Name:19 b Phone Number: VV Address: Email address: If you are representing an organization or group, please give the name: Please note that all information presented at a City Council meeting becomes public record. All information provided is optional. REQUEST TO SPEAK CITY OF TEMECULA Date: / �— Public Comment Non -Agenda Item: ❑ Agenda Item: ❑ Future Agenda Item: ❑ Item Description or Item No. Request to Speak forms for Public Comments or items listed on the Consent Calendar may be submitted to the City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form may be submitted to the City Clerk REiqE to the City Council addressing that item. Once the speaker is called to speak, please come forward to the podium and state your name for the record. Name: Phone Number: Address Email address: If you are representing an organization or group, please give the name: Please note that all information presented at a City Council meeting becomes public record. All information provided is optional. Public Comment: Non -Agenda Item:4 Item Description or Item No cad REQUEST TO SPEAK CITY OF TEMECULA Date: Agenda Item: ❑ Future Agenda Item: el -I Request to Speak forms for Public Comments or items listed on the Consent Calendar may be submitted to the City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form may be submitted to the City Clerk prior to the City Council addressing that item. Once the speaker is called to speak, please come forward to the podium and state your name for the record. Name: /C,/m�&la Elelge1la✓yCPhone Number: Address // Email address: If you are representing an organization or group, please give the name: 7- vas D Please note that all information presented at a City Council meeting becomes public record. All information provided is optional. ® REQUEST TO SPEAK CITY OF TEMECULA 1989 I 89 Date: Public Comment: Non -Agenda Item: 'i Agenda Item. Future Agenda Item: Item Description or Item No. -z 2,3 NVA "N Request to Speak forms for Public Comments or items listed on the Consent Calendar may be submitted to the City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form may be submitted to the City Clerk prior to the City Council addressing that item. Once the speaker is, called to speak, please come forward to the podium and state your name for the record. ✓ Name: 'i(//� IWI Phone Number: Address Email address: If you are representing an organization or group, please give the name: Please note that all information presented at a City Council meeting becomes public record. All information provided is optional. Public Comment Non -Agenda Item: Item Description or Item No. REQUEST TO SPEAK CITY OF TEMECULA Date: Agenda Item: Future Agenda Item: Request to Speak forms for Public Comments or items listed on the Consent Calendar may be submitted to the City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form may be submitted to the City Clerk prior to the City Council addressing that item. Once the speaker is called to speak, please come forward to the podium and state your name for the record. � i Name: Phone Number: Address: Email address: If you are representing an organization or group, please give the name: Please note that all information presented at a City Council meeting becomes public record. All information provided is optional. From: Upward Community <hello@upwardcommunity.org> Sent: Tuesday, February 14, 2023 3:42 PM To: Randi Johl Cc: Laurel LaMont Subject: Fwd: The Warehouse - 207-Lease Renewal Offer CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hello Ms. Johl, This is being submitted on behalf of Upward Community, a nonprofit dedicated to representation of the local workforce and advocate of attainable homeownership. Please include this email as a public comment during tonight's council meeting. Thank you, Melissa Bourbonnais CoFounder, Upward Community Council members and city staff, The forwarded email attachment consists of the annual rental increase that myself and the affordable tenants are forced to overcome every year. Now I will repeat myself in stating the following due to the lack of public acknowledgment from the city: These tenants in particular have been subjected to illegal parking and cable fees, poorly maintained facilities, direct abuse and retaliation from the on -sight manager. Forced to deal with concerts and lack of parking accommodations every time there's a community event. We live above bars and nightclubs because this is the location of the "affordable housing overlay zone". Beyond the rental increases every year we must continue to provide proof of income and not make anymore in order to remain housed. We are afforded zero upward mobility. The only person who seems to be recognizing these constituents and their existence is myself. I am requesting that the council place a rent control ordinance specifically for affordable housing on the agenda. The intention of affordable housing and the subsequent taxpayer dollars utilized to make this happen is to make housing attainable to the lesser earning workforce. However, the integrity of the intentions has been compromised when affordable housing is more beneficial to the private investors. The ordinance will ensure a better quality of life for the local workforce and their families who are forced to live in affordable housing due to lack of attainable homeownership. Please place this ordinance on the agenda for consideration. Begin forwarded message: From: Leasing Agent <mail@managebuilding.com> Date: February 7, 2023 at 4:54:14 PM PST To: Subject: The Warehouse - 207-Lease Renewal Offer Reply -To: leasing@cabesthomes.com Dear Laurel LaMont, As you may be aware, your current lease is expiring on 7/4/2023 We have so appreciated you choosing to rent through California Realty Group, Inc.! We would like to offer you the following renewal terms, contingent on you meeting the city's/building's income requirements: If you wish to proceed in renewing your lease please email me back with your confirmation, in addition to the submission of your past 2 month's worth of paystubs to show that you meet the city's/building's income requirements. Ideally if you can please respond back to this email within the next 7 days. Once I hear back from you, and if you would like to move forward with the extension, I will then send you the lease extension for electronic signatures. Thank you very much and if you have any questions please do not hesitate to reach out via the portal, email leasinia&cabesthomes.com, or call 951-506-9683 x.103. We look forward to continuing our relationship! Sincerely, California Realty Group Inc. California Realty Group Inc. REQUEST TO SPEAK CITY OF TEMECULA W 192i9� / I Date: Public Comment: Non -Agenda Item: ❑ Agenda Item: Z Future Agenda Item: ❑ Item Description or Item No. 16 Request to Speak forms for Public Comments or items listed on the Consent Calendar may be submitted to the City Clerk rp for to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form may be submitted to the City Clerk REiqr to the City Council addressing that item. Once the speaker is called to speak, please come forward to the podium and state your name for the record. Name: Ro 1 � � Phone Numbe( / Address Email adc If you are representing an o ganization or group, please give the name: C l�AA_A./Pi�' t -or/ [ lit n/T-4 Please note that all information presL<nted at a City Council meeting becomes public record. All information provided is optional. REQUEST TO SPEAK CITY OF TEMECULA 1989 Date:e' Public Comment: Non -Agenda Item: ❑ Agenda Item NJ Future Agenda Item: ❑ Item Description or Item No Request to Speak forms for Public Comments or items listed on the Consent Calendar may be submitted to the City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form may be submitted to the City Clerk prior to the City Council addressing that item. Once the speaker is called to speak, please come forward to the podium and state your name for the record. Name: _L)a- I2 �ei,J e ^� Phone Number: Address: Email address: If you are representing an organization or group, please give the name: Please note that all information presented at a City Council meeting becomes public record. All information provided is optional. REQUEST TO SPEAK CITY OF TEMECULA 19N9 /f Date: �/Yvl� Public Comment: Non -Agenda Item: ❑ Agenda Item: � Future Agenda Item: ❑ Item Description or Item No. 17 Request to Speak forms for Public Comments or items listed on the Consent Calendar may be submitted to the City Clerk rp for to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form may be submitted to the City Clerk prior to the City Council addressing that item. Once the speaker is called to speak, please come forward to the podium and state your name for the record. Name `fi/ c m J Phone Number: Address: ? �� Email address: �/�-( If you are representing an organization or group, please give the name: Please note that all information presented at a City Council meeting becomes public record. All information provided is optional. Public Comment: Non -Agenda Item: Item Description or Item No. REQUEST TO SPEAK CITY OF TEMECULA Date: 2— Agenda Item: U, Future Agenda Item: Request to Speak forms for Public Comments or items listed on the Consent Calendar may be submitted to the City Clerk rp for to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form may be submitted to the City Clerk prior to the City Council addressing that item. Once the speaker is called to speak, please come forward to the podium and state your name for the record. Name: , I' .� �/ Phone Number: Address: Email address: If you are representing an organization or group; please give the name: Please note that all information presented at a City Council meeting becomes public record. All information provided is optional. Public Comment REQUEST TO SPEAK CITY OF TEMECULA Date: �2. lq- Non-Agenda Item: Agenda Item: Future Agenda Item: ❑ I - Item Description or Item No. Request to Speak forms for Public Comments or items listed on the Consent Calendar may be submitted to the City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form may be submitted to the City Clerk prior to the City Council addressing that item. Once the speaker is called to speak, please come forward to the podium and state your name for the record. Name: col �� �/ ! Phone Number Address Email address: If you are representing an organization or group, please give the name: Please note that all information presented at a City Council meeting becomes public record. All information provided is optional. From: Sent: Tuesday, February 14, 2023 3:24 PM To: Council Comments Cc: Jessica Alexander; Curtis Brown; brendan.kalfus@temeculaca.gov; Zak Schwank; James Stewart; Council Assistant; Erika Ramirez; Randi Johl Subject: Public Comments, Business Item 17 ... Temecula City Council Meeting, February 14, 2023 CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. The following comment is submitted to be read at the February 14 Temecula City Council Meeting in regards to Public Comments - Business Item 17 Dear Temecula City Council; As one of the proponents of the Murrieta term limits initiative that overwhelmingly passed in 2010, I am in support of Temecula moving forward to enact term limits as well. It would benefit the people of Temecula to enact such term limits so that members of our community can have greater opportunities to campaign for and serve on city council. Unfortunately too many elected politicians engage in political empire building which in essence, becomes a virtual wall blocking other potential candidates from any realistic consideration. The perks and political power base of entrenched incumbents can become too great for ordinary residents to even launch a modest challenge. Like the Murrieta term limits initiative, it would also serve the public well to provide a break, in which popular past council members could come back and possibly serve again, after waiting out an election cycle. Despite what anti -term limit advocates might contend, terms limits are indeed Constitutional as there are Presidential term limits codified in the U.S. Constitution via the 22nd Amendment. The California Constitution also mandates legislative term limits through Proposition 28: Limits on Legislators, as well as Article V, Section 2 of the California Constitution restricting California Governors and respective statewide officials to two terms in office during their lifetime. Thank you for your time and attention. Respectfully Submitted, Rick Reiss Temecula, CA 92592 P.S. I have Cc this to the City Council Members and Staff and Bcc this to various interested parties as well as media contacts. Sent from my Wad 1 References: https://www.sandiegouniontribune.com/sdut-temecu I a - 15-percent-of-city-workers-earn- more-20 1 Onov27-htmIstory. htmI https•//www sandiegouniontribune.com/sdut-murrieta-arguments-for-against-initiatives- fi led -2010sep05-story. htm I https://www.usconstitution.net/xconst Am22.html https•//www senate ca gov/sites/senate ca gov/files/caIifornia constitution 2019- 20 0. pdf https://Iao.ca.gov/ballot/2012/28 05 2012.aspx https://ballotpedia.org/Article V, California Constitution#Section 2 https•//www good reads. com/quotes/1176591-politicians-are-a-lot-like-diapers-they- should-be-changed From: Kiran Basi < Sent: Tuesday, February 14, 2023 12:25 PM To: Anissa Sharp; Randi Johl Cc: sohan singh; Ron Moreno Subject: Singh Parcel (APN 957-090-019) Notice - Singh property document Attachments: City of Temecula - Singh Property.pdf CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hello, Thank you for the courtesy notice. Please see attached document to be part of today's agenda and discussion re: the hearing for the resolution of necessity of our property. Please let me know if you have any questions. Please confirm receipt of this email. Thank you, Kiran Sohan Kuldip On Jan 25, 2023, at 4:25 PM, Anissa Sharp <Anissa.Sharp@temeculaca.gov> wrote: Good Afternoon, This is a courtesy notice that the attached document was sent vis U.S. mail to Sohan Singh and Kuldip Kaur Singh residing at 39280 Deputy Road, Temecula, California 92591. Any questions or concerns in connection with the project can be directed to Ron Moreno, Principal Civil Engineer, at ron.moreno(otemeculaca.gov. Sincerely, Anissa Sharp Management Assistant City of Temecula (951) 240-4200 Anissa.Sharp(o)temeculaca.gov 41000 Main St, Temecula, CA 92590 Aft R f l •Pa •t 4 Sn,tharn California Wine Country Please note that email correspondence with the City of Temecula, along with attachments, may be subject to the California Public Records Act, and therefore may be subject to disclosure unless otherwise exempt. Date: February 14, 2023 Property Owners: Kuldip and Sohan Singh Property Address: 39280 Deputy Road Temecula, CA 92591 City of Temecula Attention: Randi Johl, JD, MMC, Legislative Director/City Clerk 41000 Main Street Temecula, California 92590 EMAIL: rand i.iohl(a)temecula.2ov Re: Objection to City of Temecula's Notice of Intent to Adopt a Resolution of Necessity for Taking Portions of Certain Real Property Located at 39280 Deputy Road, Temecula, California 92591 Dear City Clerk: This letter is written by and on behalf of the property owners of the above - referenced real property. We have received notice that the City of Temecula intends to consider adopting a resolution of necessity authorizing the taking of portions of our property (the Subject Property) by condemnation for the Nicolas Road from Butterfield Stage Road to Calle Girasol project. The hearing on the resolution of necessity is set for February 14, 2023 at City Hall. The purpose of this letter is to provide written objections on our behalf as the property owners. Accordingly, we request that this letter be included as part of the formal record on that agenda item. Please confirm receipt of this letter. We believe that the adoption of the resolution of necessity is improper at this time, and objects to its adoption on each of the following specific grounds: • The Project Is Not Planned or Located In The Manner That Will Be Most Compatible With The Greatest Public Good the Least Private Injury. The City's consideration and adoption of a resolution of necessity requires a finding that the Project as proposed is planned and located in the manner that will be most compatible with the greatest public good and the least private injury. (Code Civ. Proc., § 1245.340(c)(2).) We believe that the City is taking too much and imposing the public burden on our property by creating a massive drainage facility for the entire project on our property. We are being unduly burdened with the public project. The is putting permanent structures within temporary takes and creating permanent features in City of Temecula Page 2 temporary takes. The owners believe that the City has failed and refused to consider viable project alternatives that would reduce the damaging impacts to the Subject Property while maintaining (or improving) any claimed beneficial aspects of the Project. Because each alternative would enable the City to achieve the Project objectives at a greatly reduced private injury, the City must consider those alternatives before an informed determination can be made as to whether the Project as proposed is "most compatible with the greatest public good and the least private injury." • Our Property Is Not Necessary For the Project. One of the mandatory components to the necessity determination is that the property sought to be acquired must be necessary for the project. (Code Civ. Proc. § 1240.030, subd. (c).) Here, we believe that the City has not considered any Project alternatives including, without limitation, shifting the project away from the Subject Property. Viable project alternatives exist that would provide all of the amenities of the proposed Project but at a substantially reduced cost and with less private property. Those alternatives would materially reduce the need to acquire any private property for construction of the proposed project. However, the City has failed to consider those project alternatives. Barring such consideration, the City cannot make an informed determination as to whether the Subject Property is actually necessary for the project. The City Has Failed To Extend A Legitimate Precondemnation Offer Pursuant to Government Code section 7267.2. California law requires that the agency make a legitimate offer of just compensation based upon its approved appraisal prior to initiating a condemnation proceeding. Failure to strictly comply with the requirements of this section are grounds for dismissing the entire proceeding. Here, the City's precondemnation offer is invalid insofar as it fails to address the considerable damages that will result from the acquisition and construction/use of the Project in the manner proposed. The City's offer is also invalid because it is stale, and did not account for any severance damages to the remainder property. It is inappropriate to attempt to condemn first, and then suggest that an error can be corrected by a subsequent offer or subsequent appraisal or negotiations after the adoption of a resolution of necessity. City of Temecula Page 3 • The City has Failed To Negotiate In Good Faith Pursuant To Government Code Section 7267.1. The City has made an inadequate precondemnation offer that we cannot possibly accept because the offer does not account for the Project's true impacts to the Subject Property. Instead of analyzing the Project's true impacts, the City is prematurely moving forward with this condemnation action. The proposed Project will result in substantial damages to the Subject Property, which damages the City has neither appraised nor made an offer of compensation to redress. • The City Is Incapable of Conducting A Fair, Legal, And Impartial Hearing on The Proposed Adoption of The Resolution of Necessity. The City has already committed itself to the proposed taking, so any hearing resulting in the adoption of the resolution would be a predetermined result. The proposed resolution hearing is a pretense and artifice, and any resolution adopted under these circumstances would be voidable by a court -of competent jurisdiction. We respectfully request that the City not adopt the resolution or, at a minimum, continue the hearing on this agenda item until such time as the objections are addressed. Thank you. Very truly yours, Sohan Singh Kuldip Kaur Singh �5--- cc: Ron Moreno, City of Temecula, Principal Engineer <ron.moreno@temecula.gov> From: Nessa Ugalde < Sent: Tuesday, February 14, 2023 5:47 PM To: Randi Johl Subject: Temecula tonight Attachments: Navejar Property.pdf CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hey there just resending please add to agenda tonight s hearing Vanessa Sent from my iPhone Date: February 14, 2023 Property Owners: Isaac and Isabel Navejar Property Address: 39622 Liefer Rd Temecula, CA 92591 City of Temecula Attention: Randi Johl, JD, MMC, Legislative Director/City Clerk 41000 Main Street Temecula, California 92590 EMAIL: randi.iohl(d,temecula.sov Re: Objection to City of Temecula's Notice of Intent to Adopt a Resolution of Necessity for Taking Portions of Certain Real Property Located at 39622 Liefer Rd, Temecula, California 92591 Dear City Clerk: This letter is written by and on behalf of the property owners of the above - referenced real property. We have received notice that the City of Temecula intends to consider adopting a resolution of necessity authorizing the taking of portions of our property (the Subject Property) by condemnation for the Nicolas Road from Butterfield Stage Road to Calle Girasol project. The hearing on the resolution of necessity is set for February 14, 2023 at City Hall. The purpose of this letter is to provide written objections on our behalf as the property owners. Accordingly, we request that this letter be included as part of the formal record on that agenda item. Please confirm receipt of this letter. We believe that the adoption of the resolution of necessity is improper at this time, and objects to its adoption on each of the following specific grounds: The Project Is Not Planned or Located In The Manner That Will Be Most Compatible With The Greatest Public Good the Least Private Injury. The City's consideration and adoption of a resolution of necessity requires a finding that the Project as proposed is planned and located in the manner that will be most compatible with the greatest public good and the least private injury. (Code Civ. Proc., § 1245.340(c)(2).) We believe that the City is taking too much and imposing the public burden on our property by creating a massive drainage facility for the entire project on our property. We are being unduly burdened with the public project. The is putting permanent structures within temporary takes and creating permanent features in temporary takes. The owners believe that the City has failed and refused to consider City of Temecula Page 2 viable project alternatives that would reduce the damaging impacts to the Subject Property while maintaining (or improving) any claimed beneficial aspects of the Project. Because each alternative would enable the City to achieve the Project objectives at a greatly reduced private injury, the City must consider those alternatives before an informed determination can be made as to whether the Project as proposed is "most compatible with the greatest public good and the least private injury." • Our Property Is Not Necessary For the Project. One of the mandatory components to the necessity determination is that the property sought to be acquired must be necessary for the project. (Code Civ. Proc. § 1240.030, subd. (c).) Here, we believe that the City has not considered any Project alternatives including, without limitation, shifting the project away from the Subject Property. Viable project alternatives exist that would provide all of the amenities of the proposed Project but at a substantially reduced cost and with less private property. Those alternatives would materially reduce the need to acquire any private property for construction of the proposed project. However, the City has failed to consider those project alternatives. Barring such consideration, the City cannot make an informed determination as to whether the Subject Property is actually necessary for the project. • The City Has Failed To Extend A Legitimate Precondemnation Offer Pursuant to Government Code section 7267.2. California law requires that the agency make a legitimate offer of just compensation based upon its approved appraisal prior to initiating a condemnation proceeding. Failure to strictly comply with the requirements of this section are grounds for dismissing the entire proceeding. Here, the City's precondemnation offer is invalid insofar as it fails to address the considerable damages that will result from the acquisition and construction/use of the Project in the manner proposed. The City's offer is also invalid because it is stale, and did not account for any severance damages to the remainder property. It is inappropriate to attempt to condemn first, and then suggest that an error can be corrected by a subsequent offer or subsequent appraisal or negotiations after the adoption of a resolution of necessity. • The City has Failed To Negotiate In Good Faith Pursuant To Government Code Section 7267.1. City of Temecula Page 3 The City has made an inadequate precondemnation offer that we cannot possibly accept because the offer does not account for the Project's true impacts to the Subject Property. Instead of analyzing the Project's true impacts, the City is prematurely moving forward with this condemnation action. The proposed Project will result in substantial damages to the Subject Property, which damages the City has neither appraised nor made an offer of compensation to redress. The City Is Incapable of Conducting A Fair, Legal, And Impartial Hearing on The Proposed Adoption of The Resolution of Necessity. The City has already committed itself to the proposed taking, so any hearing resulting in the adoption of the resolution would be a predetermined result. The proposed resolution hearing is a pretense and artifice, and any resolution adopted under these circumstances would be voidable by a court of competent jurisdiction. We respectfully request that the City not adopt the resolution or, at a minimum, continue the hearing on this agenda item until such time as the objections are addressed. Thank you. Very truly yours, Isaac Navejar Isabel Navejar cc: Ron Moreno, City of Temecula, Principal Engineer <ron.moreno@temecula.gov>